<PAGE>
Exhibit 4.11
THESE SECURITIES HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, AND MAY NOT BE SOLD, PLEDGED OR
OTHERWISE TRANSFERRED UNLESS (A)
COVERED BY AN EFFECTIVE REGISTRATION
STATEMENT UNDER SUCH ACT, (B) THE COMPANY
HAS BEEN FURNISHED WITH AN OPINION OF
COUNSEL REASONABLY ACCEPTABLE TO THE
COMPANY TO THE EFFECT THAT NO REGISTRATION
IS REQUIRED FOR SUCH TRANSFER OR (C)
SUCH TRANSFER IS MADE IN ACCORDANCE WITH
THE PROVISIONS OF REGULATION S UNDER
THE ACT. HEDGING TRANSACTIONS INVOLVING
THESE SHARES MAY NOT BE CONDUCTED UNLESS
IN COMPLIANCE WITH THE ACT.
WARRANT NO. W-6
WARRANT TO PURCHASE 119,355 SHARES OF
COMMON STOCK
OF
ALTUS BIOLOGICS INC.
VOID AFTER DECEMBER 7, 2006
This certifies
that, for value received, SG Cowen Securities Corporation or
its permitted assigns ("Holder"), is
entitled, subject to the terms and
conditions of this Warrant, at any time
before 5:00 p.m. Eastern Standard Time
on December 7, 2006 (the "Expiration Date")
to purchase from Altus Biologics
Inc. a Delaware corporation (the
"Company"), up to 119,355 shares of the
Company's Common Shares, each with a par
value of $0.01 (the "Warrant Stock"),
at a price of $4.2747100 per share (the
"Purchase Price"). The Purchase Price
and the number and character of shares of
Warrant Stock purchasable hereunder
are subject to adjustment as provided
herein. Unless the context otherwise
requires, the term "Warrant Stock" shall
mean the stock and other securities and
property at any time issuable upon exercise
of this Warrant. The term "Warrant"
as used herein, shall include this Warrant
and any warrants delivered in
substitution or exchange therefor as
provided herein.
1
<PAGE>
1. EXERCISE.
1.1 Method of
Exercise. Subject to the terms and conditions of this
Warrant, the Holder may exercise this
Warrant in whole or in part, at any time
or from time to time, on any business day
prior to the Expiration Date by
surrendering this Warrant at the principal
executive office of the Company,
together with an executed Notice of
Exercise in the form attached hereto as
Exhibit 1 and payment in full of the
Purchase Price for the number of shares of
Warrant Stock to be purchased upon such
exercise of this Warrant.
1.2 Form of
Payment. Payment may be made by (i) check payable to the
Company's order, (ii) wire transfer of
funds to the Company, (iii) cancellation
of indebtedness of the Company to the
Holder or (iv) any combination of the
foregoing.
1.3 Partial
Exercise. Upon a partial exercise of this Warrant, this Warrant
shall be surrendered by the Holder and the
Company shall promptly issue a new
Warrant of like tenor for purchase of the
number of remaining shares of Warrant
Stock not previously purchased.
1.4 No
Fractional Shares. No fractional shares may be issued upon any
exercise of this Warrant, and any fractions
shall be rounded down to the nearest
whole number of shares. If upon any
exercise of this Warrant a fraction of a
share results, the Company shall pay the
cash value of any such fractional
share, calculated on the basis of the
Warrant Price.
1.5 Net Exercise
Election. The Holder may exercise the Warrant either (i)
by paying to the Company, by cash or check,
an amount equal to the aggregate
Exercise Price of the Shares being
purchased, or (ii) by electing to receive
Shares equal to the value (as determined
below) of this Warrant by surrender of
the Warrant together with notice of such
election, in which event the Company
shall issue to the Holder a number of
Shares computed using the following
formula:
X = Y(A-B)
------
A
Where: X = the number of Shares to be
issued to the Holder.
Y =
the number of Shares under this Warrant (or such lesser number
of
Shares as the Holder elects to purchase, in the case of a
partial
exercise).
A =
the fair market value of one share of Common Stock on the date
of
exercise.
B =
the Exercise Price.
As used herein,
the fair market value of the Common Stock shall mean the
mean between the highest and lowest quoted
selling prices on such date on the
securities market where the Common Stock of
the Company is traded, or if there
were no sales on the applicable date, on
the next preceding date within a
reasonable period (as determined in the
sole discretion of the Board of
Directors of the Company) on which there
were sales. In the event that there
were no sales in such a market within a
reasonable period, the fair market value
shall be as determined in good faith by the
Board of Directors. In the event the
Holder disagrees with the fair market value
determined by the Board of
Directors, the Company and the Holder shall
use their best efforts to
2
<PAGE>
agree upon the selection of an independent
appraiser, who will have 30 days in
which to determine the fair market value of
the Common Stock, and whose
determination will be final and binding on
all parties concerned. All costs of
such determination shall be borne by the
Company.
1.6 Stock
Certificates. In the event of any exercise of the rights
represented by this Warrant, as promptly as
practicable on or after the date of
exercise and in any event within ten (10)
days thereafter, the Company at its
expense shall issue and deliver to the
person or persons entitled to receive the
same a certificate or certificates for the
number of shares of Warrant Stock
issuable upon such exercise.
1.7 Taxes. The
issuance of the shares of Warrant Stock upon the exercise of
this Warrant, and the delivery of
certificates or other instruments representing
such shares, shall be made without charge
to the Holder for any tax or other
charge in respect of such issuance.
2.
REPRESENTATIONS AND WARRANTIES OF THE COMPANY.
2.1. Valid
Issuance. All shares of Warrant Stock issued upon the exercise
of this Warrant shall be validly issued,
fully paid and non-assessable, and free
from all taxes, liens and charges in
respect of the issue thereof (other than
taxes in respect of any transfer occurring
contemporaneously or otherwise
specified herein).
2.2. Due
Authorization. The execution, delivery and performance of this
Warrant have been duly authorized by all
requisite corporate action by the
Company, will not violate or result in a
breach of any provision of any law,
statute, rule or regulation which would
materially and adversely affect the
business, assets, liabilities, financial
conditions or operations of the
Company, and will not violate or result in
a breach of any provision of any
order of any court or other agency or the
Amended and Restated Certificate of
Incorporation of the Company and will not
result in the creation or imposition
of any lien, charge or encumbrance of any
nature whatsoever upon the properties
or assets of the Company.
2.3. Binding
Obligation; No Consents. This Warrant has been duly executed
and delivered by the Company and
constitutes the valid and legally binding
obligation of the Company, enforceable in
accordance with its respective terms.
No registration or filing with, or consent
or approval of, or other action by,
any Federal, state, foreign or other
governmental department, commission, board,
bureau, agency or instrumentality or any
third party is necessary for the
execution, delivery and performance of this
Warrant or for the issuance of the
shares of Common Shares issuable upon
exercise of the Warrant Stock.
3. TRANSFER.
3.1 Subject to
the terms hereof, including, without limitation, Sections
3.2 and 3.3, the Warrant and all rights
thereunder are transferable, in whole or
in part, on the books of the Company
maintained for such purpose at its office
designated in Section 8.4 hereof by the
registered holder hereof in person or by
duly authorized attorney, upon surrender of
the Warrant properly endorsed. Upon
any partial exercise or transfer, the
Company will issue and deliver to such
holder a new warrant or warrants with
respect to the Shares not so exercised,
converted or transferred. Each taker and
holder of the Warrant, by taking or
holding the same, consents and agrees that
the Warrant when endorsed in blank
shall be deemed negotiable, and that when
the Warrant shall have been so
endorsed, the holder may be treated by the
Company and all other
3
<PAGE>
persons dealing with the Warrant as the
absolute owner of such Warrant for any
purpose and as the person entitled to
exercise the rights represented thereby,
or to the transfer on the books of the
Company, any notice to the contrary
notwithstanding; but until such transfer on
such books, the Company may treat
the registered holder of the Warrant as the
owner for all purposes. The term
"Warrant" as used herein shall include the
Warrant and, any warrants delivered
in substitution or exchange therefor as
provided herein. The Warrant is
exchangeable for a warrant or warrants for
the same aggregate number of Shares,
each new Warrant to represent the right to
purchase such number of Shares as the
holder shall designate at the time of such
exchange. The Warrant may be
subdivided, at the Holder's option, into
several warrants to purchase the Shares
(collectively, also referred to as the
"Warrant"). Such subdivision may be
accomplished in accordance with the
provisions of this Section 4.
3.1.
RESTRICTIONS ON TRANSFER. Neither the Warrant nor the Shares shall
be
transf
