Exhibit 4.5
WARRANT
PHARMACOPEIA DRUG DISCOVERY,
INC.
WARRANTS FOR THE PURCHASE OF
SHARES OF COMMON STOCK
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No. W-2006-[ ]
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[
] Shares
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THIS CERTIFIES that, for value
received, Pharmacopeia Drug Discovery, Inc., a Delaware corporation
(the “Company”), upon the surrender of this Warrant to
the Company at the address specified herein, at any time during the
Exercise Period (as defined below) will upon receipt of the
Exercise Price (as defined below), sell and deliver to
[ ]
(the “Holder”) up to the number of duly authorized,
validly issued and fully paid and nonassessable shares of common
stock of the Company, par value $0.01 per share, set forth
above. The term “Common Stock” shall mean the
aforementioned common stock of the Company together with any other
equity securities that may be issued by the Company in connection
therewith or in substitution therefor, as provided herein, that is
not limited as to final sum or percentage in respect of the rights
of the holders thereof to participate in dividends or in
distribution of assets upon the voluntary or involuntary
liquidation, dissolution or winding up of the Company. The
“Exercise Period” shall begin on April
[ ], 2006 and shall end on April
[ ], 2011. During the Exercise Period, the
Holder may purchase such number of shares of Common Stock at a
purchase price per share equal to $5.14 as appropriately adjusted
pursuant to Section G hereof (the “Exercise
Price”).
The number of shares of Common Stock
to be received upon the exercise of this Warrant and the price to
be paid for a share of Common Stock are subject to adjustment from
time to time as hereinafter set forth. The shares of Common Stock
deliverable upon such exercise, as adjusted from time to time, are
hereinafter sometimes referred to as “Warrant
Shares.”
Section A. Exercise of
Warrant . This
Warrant may be exercised in whole or in part, at any time or from
time to time, during the Exercise Period by presentation and
surrender hereof to the Company at 3000 Eastpark Boulevard,
Cranbury, New Jersey 08512 (or at such other address as the Company
or its agent may hereafter designate in writing to the Holder), or
at the office of its warrant agent, with the Notice of Exercise
Form contained herein duly executed and accompanied by a wire
transfer of immediately available funds, cash or a certified or
official bank check drawn to the order of “Pharmacopeia Drug
Discovery, Inc.” in the amount of the Exercise Price
multiplied by the number of Warrant Shares specified in such form.
If this Warrant should be exercised in part only, the Company
shall, upon surrender of this Warrant, promptly execute and deliver
a new Warrant evidencing the rights of the Holder thereof to
purchase the balance of the Warrant Shares purchasable hereunder.
Upon receipt by the Company during the Exercise Period of this
Warrant and such Notice of Exercise Form, in proper form for
exercise, together with proper payment of the Exercise Price, at
such office, or by the warrant agent of the Company at its office,
the Holder shall be deemed to be the holder of record of the number
of Warrant Shares specified in such form; provided ,
however , that if the date of such receipt by the Company or
its agent is a date on which the stock transfer books of the
Company are closed, such person shall be deemed to have become the
record holder of such shares on, and such certificate shall be
dated, the next succeeding business day on which the stock transfer
books of the Company are open. The Company shall pay any and all
documentary, stamp or similar issue or transfer taxes payable in
respect of the issue or delivery of such Warrant Shares. Any new or
substitute Warrant issued under this Section A or any other
provision of this Warrant shall be dated the date of this Warrant.
Upon exercise of this Warrant, the Company or its warrant agent
shall, within 3 business days, cause to be issued and shall
promptly deliver upon written order of the Holder of this Warrant,
and in such name or names as such Holder may designate, a
certificate or certificates for the Warrant Shares, which Warrant
Shares shall be issued unlegended and free of any resale
restrictions, except as otherwise provided herein. If the
Company’s transfer agent is a participant in the DTC FAST
system, then such Warrant Shares shall be delivered electronically
by crediting the broker account designated by the Holder pursuant
to the DWAC system.
At any time during the Exercise
Period, the Holder may elect to exercise all or any part of this
Warrant by means of a “cashless exercise” in which the
Holder shall be entitled to receive a certificate (unlegended and
free of any resale restrictions when there is an effective
registration statement permitting the sale of the Warrant Shares by
the Company to the Holder in effect or with appropriate legends and
subject to resale restrictions when there is no effective
registration statement permitting the sale of the Warrant Shares by
the Company to the Holder) for the number of Warrant Shares equal
to the quotient obtained by dividing [(A-B) (X)] by (A),
where:
(A) = the volume weighted average
share price on the business day during normal trading hours (9:30
a.m. to 4:00 p.m. NY time) immediately preceding the date of such
election as reported by Bloomberg, L.P.;
(B) = the Exercise Price of this
Warrant, as adjusted; and
(X) = the number of Warrant Shares
issuable upon exercise of this Warrant in accordance with the terms
of this Warrant by means of a cash exercise rather than a cashless
exercise.
If the Holder elects to exercise all
or any part of this Warrant other than by means of a
“cashless exercise” as provided above when there is no
effective registration statement permitting the sale of the Warrant
Shares by the Company to the Holder, then the Company may, upon any
such exercise, issue Warrant Shares to the Holder with appropriate
legends and subject to resale restrictions.
If the Company fails to deliver to
the Holder a certificate or certificates representing the Warrant
Shares pursuant to this Section A by the 3rd business day after
exercise hereof, then the Holder will have the right to rescind
such exercise. In addition to any other rights available to the
Holder, if the Company fails to cause its transfer agent to
transmit to the Holder a certificate or certificates representing
the Warrant Shares pursuant to an exercise on or before the fifth
business day following a Warrant exercise, and if after such date
the Holder is required by its broker to purchase (in an open market
transaction or otherwise) shares of Common Stock to deliver in
satisfaction of a sale by the Holder of the Warrant Shares which
the Holder anticipated receiving upon such exercise (a
“Buy-In”), then the Company shall (1) pay in cash
to the Holder the amount by which (x) the Holder’s total
purchase price (including brokerage commissions, if any) for the
shares of Common Stock so purchased exceeds (y) the amount
obtained by multiplying (A) the number of Warrant Shares that
the Company was required to deliver to the Holder in connection
with the exercise at issue times (B) the price at which the
sell order giving rise to such purchase obligation was executed,
and (2) at the option of the Holder, either reinstate the
portion of the Warrant and equivalent number of Warrant Shares for
which such exercise was not honored or deliver to the Holder the
number of shares of Common Stock that would have been issued had
the Company timely complied with its exercise and delivery
obligations hereunder. For example, if the Holder purchases Common
Stock having a total purchase price of $11,000 to cover a Buy-In
with respect to an attempted exercise of shares of Common Stock
with an aggregate sale price giving rise to such purchase
obligation of $10,000, under clause (1) of the immediately
preceding sentence the Company shall be required to pay the Holder
$1,000. The Holder shall provide the Company written notice
indicating the amounts payable to the Holder in respect of the
Buy-In, together with applicable confirmations and other evidence
reasonably requested by the Company. Nothing herein shall limit a
Holder’s right to pursue any other remedies available to it
hereunder, at law or in equity including, without limitation, a
decree of specific performance and/or injunctive relief with
respect to the Company’s failure to timely deliver
certificates representing shares of Common Stock upon exercise of
the Warrant as required pursuant to the terms hereof.
2
Notwithstanding anything herein to
the contrary, the Holder shall not have the right to exercise any
portion of this Warrant, pursuant to Section A or otherwise, to the
extent that after giving effect to such issuance after exercise,
the Holder (together with the Holder’s affiliates), as set
forth on the applicable Notice of Exercise, would beneficially own
in excess of 9.99% of the number of shares of the Common Stock
outstanding immediately after giving effect to such issuance. For
purposes of the foregoing sentence, the number of shares of Common
Stock beneficially owned by the Holder and its affiliates shall
include the number of shares of Common Stock issuable upon exercise
of this Warrant with respect to which the determination of such
sentence is being made, but shall exclude the number of shares of
Common Stock which would be issuable upon (A)&nb
