Beyond Genomics, Inc. Common Stock Purchase Warrant

Exhibit 4.3

THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUED
UPON ITS EXERCISE ARE SUBJECT TO THE RESTRICTIONS ON
TRANSFER SET FORTH IN SECTION 4 OF THIS WARRANT

Beyond Genomics, Inc.

Common Stock Purchase Warrant

(Void after April 30, 2012)

        Beyond Genomics, Inc., a Delaware corporation (the "Company"), for value received, hereby certifies that Boston University School of Medicine, a non-profit, tax-exempt educational institution organized under the laws of Massachusetts, or its registered assigns (the "Registered Holder"), is entitled, subject to the terms and conditions set forth below, to purchase from the Company, at any time or from time to time on or after the date of issuance and on or before 5:00 p.m. (Boston time) on April 30, 2012, 50,000 shares of Common Stock, $.001 par value per share, of the Company, at a purchase price of $1.50 per share. The shares purchasable upon exercise of this Warrant, and the purchase price per share, each as adjusted from time to time pursuant to the provisions of this Warrant, are hereinafter referred to as the "Warrant Shares" and the "Purchase Price," respectively.

        1.     Exercise.     

•         (a)   This warrant may be exercised by the Registered Holder, in whole or in part, by: (i) surrendering this Warrant, with the purchase form appended hereto as Exhibit I (the "Exercise Form") completed to reflect an exercise for cash and duly executed by the Registered Holder or by the Registered Holder's duly authorized attorney, at the principal office of the Company, or at such other office or agency as the Company may designate, accompanied by payment in full, in lawful money of the United States, of the Purchase Price payable in respect of the number of Warrant Shares purchased upon such exercise; or (ii) surrendering this Warrant, with the Exercise Form completed to reflect a cashless exercise and duly executed by the Registered Holder or by the Registered Holder's duly authorized attorney, at the principal office of the Company, or at such other office or agency as the Company may designate. If the Company shall effect a firm commitment underwritten public offering of shares of Common Stock, then, effective immediately prior to the closing of the sale of such shares by the Company pursuant to such public offering, this Warrant shall be deemed to be automatically exercised in full, without any further action taken by the holder hereof, by means of a cashless exercise pursuant to Section l (a)(ii) hereof.

          (b)   Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in subsection 1(a) above (the "Exercise Date"). At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1 (c) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates.

          (c)   As soon as practicable after the exercise of this Warrant in full or in part, and in any event within 30 days thereafter, the Company, at its expense, will cause to be issued in the name of, and delivered to, the Registered Holder, or as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct on the Exercise Form delivered at the time of exercise of this Warrant:

  •           (i)  in the event of a cash exercise pursuant to Section 1 (a)(i), a certificate or certificates for the number of full Warrant Shares to which the Registered Holder shall be entitled upon

• • such exercise plus, in lieu of any fractional share to which the Registered Holder would otherwise be entitled, cash in an amount determined pursuant to Section 3 hereof;

             (ii)  in the event of a cashless exercise pursuant to Section 1 (a)(ii) hereof, a certificate or certificates for the number of Warrant Shares to which the Registered Holder shall be entitled upon such exercise computed using the following formula plus, in lieu of any fractional share to which the Registered Holder would otherwise be entitled, cash in an amount determined pursuant to Section 3 hereof:

• • • Where:

      X

      = the number of Warrant Shares to be issued;
      
      

      Y

      = the number of shares of Common Stock as to which the Registered Holder exercised the Warrant;
      
      

      A

      = Fair Market Value per share of Common Stock at the time of exercise of the Warrant (determined pursuant to Section 3 hereof);
      
      

      B

      = Purchase Price in effect at the time of exercise of the Warrant; and

  •         (iii)  in case either such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for the number of Warrant Shares equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the number of such shares as to which the Registered Holder exercised the Warrant.

        2.     Adjustments.     

•         (a)     Adjustment for Stock Splits and Combinations.     If the Company shall at any time or from time to time after the date on which this Warrant was first issued (the "Original Issue Date") effect a subdivision of the outstanding Common Stock, the Purchase Price then in effect immediately before that subdivision shall be proportionately decreased. If the Company shall at any time or from time to time after the Original Issue Date combine the outstanding shares of Common Stock, the Purchase Price then in effect immediately before the combination shall be proportionately increased. Any adjustment under this paragraph shall become effective at the close of business on the date the subdivision or combination becomes effective.

          (b)     Adjustment for Certain Dividends and Distributions.     In the event the Company at any time, or from time to time after the Original Issue Date shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable in additional shares of Common Stock, then and in each such event the Purchase Price then in effect immediately before such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been fixed, as of the close of business on such record date, by multiplying the Purchase Price then in effect by a fraction:

  •         (1)   the numerator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and

            (2)   the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business

2

• • 
    

    on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution;

  provided, however, if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Purchase Price shall be recomputed accordingly as of the close of business on such record date and thereafter the Purchase Price shall be adjusted pursuant to this paragraph as of the time of actual payment of such dividends or distributions.

          (c)     Adjustment in Number of Warrant Shares.     When any adjustment is required to be made in the Purchase Price pursuant to Section 2(a) or 2(b), the number of Warrant Shares purchasable upon the exercise of this Warrant shall be changed to the number determined by dividing (i) an amount equal to the number of shares issuable upon the exercise of this Warrant immediately prior to such adjustment, multiplied by the Purchase Price in effect immediately prior to such adjustment, by (ii) the Purchase Price in effect immediately after such adjustment.

          (d)     Adjustments for Other Dividends and Distributions.     In the event the Company at any time or from time to time after the Original Issue Date shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable in securities of the Company (other than shares of Common Stock) or in cash or other property (other than cash out of earnings or earned surplus, determined in accordance with generally accepted accounting principles), then and in each such event provision shall be made so that the Registered Holder shall receive upon exercise hereof, in addition to the number of shares of Common Stock issuable hereunder, the kind and amount of securities of the Company and/or cash and other property which the Registered Holder would have been entitled to receive had this Warrant been exercised into Common Stock on the date of such event and had the Registered Holder thereafter, during the period from the date of such event to and including the Exercise Date, retained any such securities receivable, giving application to all adjustments called for during such period under this Section 2 with respect to the rights of the Registered Holder.

          (e)     Adjustment for Mergers or Reorganizations, etc.     If there shall occur any reorganization, recapitalization, consolidation or merger involving the Company in which the Common Stock is converted into or exchanged for securities, cash or other property (except if, but only to the extent that, an appropriate adjustment is made pursuant to subsection 2(a), 2(b) or 2(d)