THE SECURITIES OF SPIROS DEVELOPMENT CORPORATION II, INC. ("SPIROS CORP. II")
ARE SUBJECT TO AN OPTION BY THE HOLDER OF THE SPECIAL COMMMON STOCK OF SPIROS
CORP. II AS DESCRIBED IN ARTICLE V OF THE AMENDED AND RESTATED CERTIFICATE OF
INCORPORATION OF SPIROS CORP. II TO PURCHASE SUCH SECURITIES AT AN AGREED UPON
PRICE EXERCISABLE BY NOTICE AT ANY TIME COMMENCING ON THE CLOSING DATE OF THE
UNIT OFFERING AND ENDING ON THE EARLIER OF (i) DECEMBER 31, 2002, (ii) THE 90TH
DAY AFTER THE DATE SPIROS CORP. II DELIVERS QUARTERLY FINANCIAL STATEMENTS OF
SPIROS CORP. II TO THE HOLDER OF THE SPECIAL COMMON STOCK SHOWING CASH OR CASH
EQUIVALENTS OF LESS THAN $5 MILLION AND (iii) THE DATE OF TERMINATION BY SPIROS
CORP. II. OF THAT CERTAIN TECHNOLOGY LICENSE AGREEMENT, DEVELOPMENT AGREEMENT OR
MANUFACTURING AND MARKETING AGREEMENT DATED ON OR ABOUT _______________, 1997.
COPIES OF THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SPIROS CORP.
II ARE AVAILABLE AT THE OFFICES OF SPIROS CORP. II, 7475 LUSK BOULEVARD, SAN
DIEGO, CALIFORNIA 92121, AND WILL BE FURNISHED TO ANY STOCKHOLDER OF SPIROS
CORP. II ON REQUEST AND WITHOUT COST.
NUMBER OF UNITS
____________
UNIT NO. ____
UNIT CUSIP
848935 20 1
_________
UNIT NO. __________ _______________ UNITS
SPIROS DEVELOPMENT CORPORATION II, INC.
DURA PHARMACEUTICALS, INC.
UNIT CERTIFICATE
CUSIP 848935 20 1
Each Unit Consisting of
One Share of Callable Common Stock, par value $0.001 per share,
of Spiros Development Corporation II, Inc. and
One Warrant to Purchase One-Fourth of One Share of Common Stock,
par value $0.001 per share, of Dura Pharmaceuticals, Inc.
THIS IS TO CERTIFY That __________________ or registered assigns, is the
registered holder of the number of Units, offered pursuant to a Registration
Statement on Forms S-1/S-3 (the "Registration Statement") set forth above
("Units"), each of which entitles the holder to one share of callable common
stock (the "Callable Common Stock" or the "Shares"), par value $0.001 per share,
of Spiros Development Corporation II, Inc. ("SDC II") and one warrant (the
"Warrants") to purchase one-fourth of one share of common stock ("Dura Common
Stock"), par value $0.001 per share, of Dura Pharmaceuticals, Inc. ("Dura").
Each Warrant entitles the holder to purchase one-fourth of one share of Dura
Common Stock at an exercise price of $_______ subject to adjustment, at any time
after the securities included in the Units become separately transferable
through December 31, 2002. Capitalized terms not otherwise defined herein shall
have the meanings given to them in the Registration Statement.
The Callable Common Stock and the Warrants may not be traded separately
until December 31, 1999 or such earlier date as the Purchase Option is exercised
or expires unexercised. At any time after the securities are separately
transferable, this Unit Certificate is exchangeable upon the surrender hereof by
the registered holder to the Transfer Agent in exchange for one or more new
Stock Certificates, representing in the aggregate the number of Shares
comprising the Units represented hereby, and one or more new Warrant
Certificates, representing in the aggregate the number of Warrants comprising
the Units represented hereby.
SDC II and Dura, respectively, agree at all times to reserve or hold
available a sufficient number of shares of its Callable Common Stock and
Warrants to cover the number of securities issuable upon the exchange of this
Certificate and the exercise of rights of the underlying securities.
This Unit Certificate entitles the holder hereof, either at law or in
equity, to any rights as a shareholder of SDC II or warrant holder of Dura as
shall pertain to the underlying securities.
This Unit Certificate is exchangeable at any time upon the surrender hereof
by the registered holder to the Transfer Agent for one or more new Unit
Certificates of like tenor and date representing in the aggregate the right to
the number of Units represented hereby.
SDC II and Dura (the "Companies") may deem and treat the registered holder
of this Unit Certificate at any time as the absolute owner hereof and of the
securities covered hereby for all purposes and shall not be affected by any
notice to the contrary.
The Warrants covered by this Certificate are subject to the terms of the
Warrant Agreement. The Warrant Agreement is available at the executive offices
of Dura. The Warrant Agreement is incorporated herein by reference and made a
part hereof and reference is hereby made thereto for a full description of the
rights, limitations of rights, obligations, duties and immunities hereunder.
This Unit Certificate shall not be valid or obligatory for any purpose
unless countersigned by the Transfer Agent.
IN WITNESS WHEREOF, the Companies have caused this Unit Certificate to be
executed by its duly authorized officers.
SPIROS DEVELOPMENT CORPORATION II, INC.
By: ___________________________
Name:
Title: President
By: ___________________________
Name:
Title: Secretary
DURA PHARMACEUTICALS, INC.
By: ___________________________
Name:
Title: President
By: ___________________________
Name:
Title: Secretary
Countersigned and Registered:
CHASEMELLON SHAREHOLDER SERVICES L.L.C.
Transfer Agent and Registrar
By: ___________________________
Name:
Title:
[REVERSE OF UNIT CERTIFICATE]
The following abbreviations, when used in the inscription on the face of this
certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship and not as
tenants in common
UNIF GIFT MIN ACT - Uniform Gifts to Minors Act
For Value Received ______________ hereby sell, assign and transfer unto:
________________________________________________________________________________
Please insert Social Security or other
Identifying Number of Assignee
________________________________________________________________________________
Name and Address Should Be
Printed or Typewritten
Notice: The signature to this assignment must correspond with the name as
written upon the face of the Certificate, in every particular, without
alteration or enlargement, or any change whatever.
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
Units represented by the within Certificate, and do hereby irrevocably
constitute and appoint_______________________
Attorney
to transfer the said Units on the books of the within-named Corporation with
full power of substitution in the premises.
Dated: _________________________ _______________________________
Signature
Signature(s) Guaranteed
By _______________________________________________________________
THE SIGNATURES MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR
INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS
AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE
GUARANTEE PROGRAM) PURSUANT TO S.E.C. RULE 17Ad-15