VOID AFTER 5:00 P.M. PACIFIC TIME ON ____________________, 2002
WARRANTS TO PURCHASE COMMON STOCK
W_____ _________ Warrants
ANTIVIRALS INC.
CUSIP _________
THIS CERTIFIES THAT
or registered assigns, is the registered holder of the number of Warrants
("Warrants") set forth above. Each Warrant entitles the holder thereof to
purchase from AntiVirals, Inc., a corporation incorporated under the laws of
the State of Oregon ("Company"), subject to the terms and conditions set
forth hereinafter and in the Warrant Agreement hereinafter more fully
described (the "Warrant Agreement") referred to, one fully paid and
non-assessable share of Common Stock, $.0001 par value, of the Company
("Common Stock") upon presentation and surrender of this Warrant Certificate
with the instructions for the registration and delivery of Common Stock
filled in, at any time prior to 5:00 p.m., Pacific Time, on
______________________________, 2002 or, if such Warrant is redeemed as
provided in the Warrant Agreement, at any time prior to the effective time of
such redemption, at the stock transfer office in _________________________,
of ________________________________, Warrant Agent of the Company ("Warrant
Agent"), or of its successor warrant agent or, if there be no successor
warrant agent, at the corporate offices of the Company, and upon payment of
the Exercise Price (as defined in the Warrant Agreement) and any applicable
taxes paid either in cash, or by certified or official bank check, payable in
lawful money of the United States of America to the order of the Company.
Each Warrant initially entitles the holder to purchase one share of Common
Stock for $__________. The number and kind of securities or other property
for which the Warrants are exercisable are subject to further adjustment in
certain events, such as mergers, splits, stock dividends, recapitalizations
and the like, to prevent dilution. The Company may redeem any or all
outstanding and unexercised Warrants at any time if the Daily Price has
exceeded $__________ for 20 consecutive trading days immediately preceding
the date of notice of such redemption, upon 30 days' notice, at a price equal
to $0.25 per Warrant. For the purpose of the foregoing sentence, the term
"Daily Price" shall mean, for any relevant day, the closing bid price on that
day as reported by the principal exchange or quotation system on which prices
for the Common Stock are reported. All Warrants not theretofore exercised or
redeemed will expire on ______________________________, 2002.
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This Warrant Certificate is subject to all of the terms, provisions
and conditions of the Warrant Agreement, dated as of __________, 1997
("Warrant Agreement"), between the Company and the Warrant Agent, to all of
which terms, provisions and conditions the registered holder of this Warrant
Certificate consents by acceptance hereof. The Warrant Agreement is
incorporated herein by reference and made a part hereof and reference is made
to the Warrant Agreement for a full description of the rights, limitations of
rights, obligations, duties and immunities of the Warrant Agent, the Company
and the holders of the Warrant Certificates. Copies of the Warrant Agreement
are available for inspection at the stock transfer office of the Warrant
Agent or may be obtained upon written request addressed to the Company at One
S.W. Columbia, Suite 1105, Portland, Oregon 97258, Attention: Chief
Executive Officer.
The Company shall not be required upon the exercise of the Warrants
evidenced by this Warrant Certificate to issue fractions of Warrants, Common
Stock or other securities, but shall make adjustment therefor in cash on the
basis of the current market value of any fractional interest as provided in
the Warrant Agreement.
In certain cases, the sale of securities by the Company upon exercise
of Warrants would violate the securities laws of the United States, certain
states thereof or other jurisdictions. The Company has agreed to use its
best efforts to cause a registration statement to continue to be effective
during the term of the Warrants with respect to such sales under the
Securities Act of 1933, as amended, and to take such action under the laws of
various states as may be required to cause the sale of securities upon
exercise to be lawful. However, the Company will not be required to honor the
exercise of Warrants if, in the opinion of the Board of Directors, upon
advice of counsel, the sale of securities upon such exercise would be
unlawful. In certain cases, the Company may, but is not required to,
purchase Warrants submitted for exercise for a cash price equal to the
difference between the market price of the securities obtainable upon such
exercise and the exercise price of such Warrants.
This Warrant Certificate, with or without other Certificates, upon
surrender to the Warrant Agent, any successor warrant agent or, in the
absence of any successor warrant agent, at the corporate offices of the
Company, may be exchanged for another Warrant Certificate or Certificates
evidencing in the aggregate the same number of Warrants as the Warrant
Certificate or Certificates so surrendered. If the Warrants evidenced by
this Warrant Certificate shall be exercised in part, the holder hereof shall
be entitled to receive upon surrender hereof another Warrant Certificate or
Certificates evidencing the number of Warrants not so exercised.
No holder of this Warrant Certificate, as such, shall be entitled to
vote, receive dividends or be deemed the holder of Common Stock or any other
securities of the Company which may at any time be issuable on the exercise
hereof for any purpose whatever, nor shall anything contained in the Warrant
Agreement or herein be construed to confer upon the holder of this Warrant
Certificate, as such, any of the rights of a stockholder of the Company or any
right to vote for the election of directors or upon any matter submitted to
stockholders at any meeting thereof or give or withhold consent to any corporate
action (whether upon any matter submitted to stockholders at any meeting
thereof, or give or withhold consent to any merger, recapitalization, issuance
of stock, reclassification of stock, change of par value or change of
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stock to no par value, consolidation, conveyance or otherwise) or to receive
notice of meetings or other actions affecting stockholders (except as
provided in the Warrant Agreement) or to receive dividends or subscription
rights or otherwise until the Warrants evidenced by this Warrant Certificate
shall have been exercised and the Common Stock purchasable upon the exercise
thereof shall have become deliverable as provided in the Warrant Agreement.
If this Warrant Certificate shall be surrendered for exercise within
any period during which the transfer books for the Company's Common Stock or
other class of stock purchasable upon the exercise of the Warrants evidenced
by this Warrant Certificate are closed for any purpose, the Company shall not
be required to make delivery of certificates for shares purchasable upon such
transfer until the date of the reopening of said transfer books.
Every holder of this Warrant Certificate by accepting the same
consents and agrees with the Company, the Warrant Agent, and with every other
holder of a Warrant Certificate that:
(a) this Warrant Certificate is transferable on the registry books of the
Warrant Agent only upon the terms and conditions set forth in the Warrant
Agreement, and
(b) the Company and the Warrant Agent may deem and treat the person in
whose name this Warrant Certificate is registered as the absolute owner
hereof (notwithstanding any notation of ownership or other writing thereon
made by anyone other than the Company or the Warrant Agent) for all purposes
whatever and neither the Company nor the Warrant Agent shall be affected by
any notice to the contrary.
The Company shall not be required to issue or deliver any certificate
for shares of Common Stock or other securities upon the exercise of Warrants
evidenced by this Warrant Certificate until any tax which may be payable in
respect thereof by the holder of this Warrant Certificate pursuant to the
Warrant Agreement shall have been paid, such tax being payable by the holder
of this Warrant Certificate at the time of surrender.
This Warrant Certificate shall not be valid or obligatory for any
purpose until it shall have been countersigned by the Warrant Agent.
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WITNESS the facsimile signatures of the proper officers of the Company
and its corporate seal.
Dated: ______________________________, 1997.
ANTIVIRALS INC.
By: ______________________________
Chief Executive Officer
Attest: __________________________
Secretary
Countersigned
________________________
By:_____________________
Authorized Officer
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