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Exhibit
10.4
WARRANT
CERTIFICATE
THESE WARRANTS AND THE
SECURITIES ISSUABLE UPON EXERCISE OF THESE WARRANTS HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933. THESE WARRANTS ARE NOT
TRANSFERABLE AND SUCH SECURITIES ISSUABLE UPON EXERCISE OF THESE
WARRANTS MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF
AN EFFECTIVE REGISTRATION STATEMENT AS TO SUCH SECURITIES UNDER
SAID ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE
COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
EXERCISABLE ONLY ON OR BEFORE
AUGUST 24, 2012
WARRANTS TO PURCHASE
SHARES OF COMMON STOCK
OF
Duska Therapeutics,
Inc.
This Warrant Certificate
certifies that, for value received,
(the “Holder”) is the holder of
Warrants (the “Warrants” and, individually, a
“Warrant”), each such Warrant entitling Holder to
purchase from Duska Therapeutics, Inc., a Nevada corporation (the
“Company”), subject to the terms set forth below, one
share (“Warrant Share”) of the Company’s Common
Stock, ($.001) par value (the “Common Stock”), at any
time on or after the date hereof and on or before 11:59 p.m.,
Pacific Standard time, on August 24, 2012 (the
“Expiration Date”), at the exercise price per whole
Warrant Share (the “Exercise Price”) of $0.40 subject
to certain adjustments as to the number of Warrant Shares and the
number and kind of other securities purchasable upon exercise of
each Warrant represented hereby, and as to the Exercise Price, all
as set forth below.
1. Exercise . Subject
to the provisions of this Warrant Certificate, the Warrants
represented hereby may be exercised by Holder from time to time
upon surrender of this certificate to the Company (such surrender
being deemed to have occurred at such time as this certificate is
actually received by the Company at the address specified below),
with the form of election to purchase attached as Exhibit A
hereto properly completed and executed, and upon payment in full to
the Company of the Exercise Price for the Warrant Shares so
purchased. The rights of purchase represented by the Warrants
evidenced hereby are exercisable at the election of Holder during
the period specified herein in whole or, from time to time, in part
and, in the event that less than all of the Warrants represented by
this certificate are exercised, the Company shall execute and
deliver to Holder within ten (10) days a new certificate
representing the number of Warrants represented hereby which remain
unexercised. Payment of the Exercise Price shall be made by check
or other comparable means selected by Holder in lawful money of the
United States of America. Upon such surrender of this Warrant
Certificate and payment of the Exercise Price as aforesaid, the
Company shall issue and cause to be delivered with all reasonable
dispatch to Holder a certificate for the Warrant Shares so
purchased upon such exercise of all or a portion of the Warrants
represented hereby. Such certificate shall be deemed to have been
issued and the Holder shall become the holder of record of such
Warrant Shares as of the date of the surrender of such Warrants and
payment of the Exercise Price as aforesaid. In satisfaction of its
obligation to sell and deliver the Warrant Shares upon exercise of
these Warrants, the Company shall deliver authorized and newly
issued shares of Common Stock, or shares of Common Stock held in
the treasury of the Company.
2. Adjustment of Exercise
Price and Number of Shares . The number and kind of securities
purchasable upon the exercise of the Warrants and the Exercise
Price shall be subject to adjustment from time to time upon the
occurrence of certain events, as follows:
2.1 Reclassification,
Consolidation or Merger . In case of any reclassification or
change of outstanding securities issuable upon exercise or
conversion of the Warrants (other than a change in par value, or
from par value to no par value, or from no par value to par value
or as a result of a subdivision or combination) or in case of any
consolidation or merger of the Company with or into another
corporation (other than a merger with another corporation in which
the Company is a continuing corporation and which does not result
in any reclassification or change, other than a change in par
value, or from par value to no par value, or from no par value to
par value, or as a result of a subdivision or combination of
outstanding securities issuable upon the exercise of the Warrants),
the Company, or such successor or purchasing corporation, as the
case may be, shall, without payment of any additional consideration
therefor, execute a new warrant certificate providing that the
Holder of the Warrants shall have the right t
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