EXHIBIT 4.3
MODIFIED LIMITED PARTNER WARRANT
REPLIGEN CORPORATION
WARRANT FOR THE PURCHASE OF SHARES OF COMMON STOCK
NAME AND ADDRESS OF
REGISTERED HOLDER: {NAME}
{ADDRESS 1}
{ADDRESS 2}
{CITY, STATE, COUNTRY}
{ZIP/POSTAL CODE}
NO. RCP{# OF WARRANTS} {# OF SHARES} SHARES
IN CONSIDERATION OF the modification of the warrant to purchase common stock
of Repligen Corporation, a Delaware corporation (the "Company"), dated as of
February 28, 1992 the "Limited Partner Warrant" held by the initial registered
holder thereof ("the Initial Holder") and for value received, the Company hereby
grants the rights herein specified and certifies that the Initial Holder or any
registered assignee of the Initial Holder (each of the Initial Holder and any
such registered assignee being hereinafter referred to as the "Holder") is
entitled, subject to the conditions and upon the terms of this Warrant, to
purchase from the Company, at any time or from time to time during the Exercise
Period (as defined in Section 1 hereof), {# OF SHARES} shares of Common Stock
(as defined in Section 1 hereof). The number of shares of Common Stock to be
received upon the exercise of this Warrant and the Exercise Price are subject to
adjustment from time to time as hereinafter set forth. This Warrant is one of
the Warrants issued pursuant to the Company's offer (the "Modification Offer")
to reduce the exercise price and extend the exercise period under the Limited
Partner Warrants, the Class B Warrant and the Fund Warrant issued by the Company
in connection with the initial sale of limited partnership interests (the
"Existing Warrants") in Repligen Clinical Partners, L.P., a Delaware limited
partnership (the "Partnership"), and replaces the Limited Partner Warrant held
by the Initial Holder.
1. CERTAIN DEFINITIONS.
Terms defined in the preceding paragraph and elsewhere in this Warrant have
the respective meanings provided for therein. The following additional terms, as
used herein, have the following respective meanings:
"Act" means the Securities Act of 1933, as amended.
"Closing Price" means the closing price per share of the Common Stock on the
principal national securities exchange on which the Common Stock is listed or
admitted to trading or, if not listed or traded on any such exchange, on the
Nasdaq National Market, or if not listed or traded on any such exchange or
system, the average of the bid and asked price per share on Nasdaq National
Market or, if such quotations are not available, the fair market value as
reasonably determined by the Board of Directors of the Company or any committee
of such Board.
"Common Stock" means the fully paid and nonassessable shares of common stock
of the Company, par value $.01 per share, together with any other equity
securities that may be issued by the Company in addition thereto or in
substitution therefor, as provided herein.
"Exchange Act" means the Securities Exchange Act of 1934, as amended.
"Exercise Period" means the period beginning on March 29, 1995 and ending on
March 31, 2000.
"Exercise Price" means $9.00 per share until the Exercise Price Escalation
Date at which time the Exercise Price shall mean $14.00, all subject to change
or adjustment pursuant to Section 8 hereof.
"Exercise Price Escalation Date" means the date 90 days after the date on
which the Company notifies the Holder that the Closing Price has been greater
than or equal to $18.00 for any twenty (20) out of thirty (30) consecutive
trading days.
"Nasdaq" means the National Association of Securities Dealers Automated
Quotation System.
"National Market" means the National Market of Nasdaq.
"Reorganization Event" means (i) any capital reorganization or leveraged
recapitalization of the Company or reclassification of the Common Stock (other
than a subdivision, combination or reclassification of the outstanding Common
Stock for which adjustment is provided in Section 8(a) hereof and other than a
change in the par value of the Common Stock or an increase in the authorized
capital stock of the Company not involving the issuance of any shares thereof),
(ii) any consolidation of the Company with, or merger of the Company with or
into, another person (including any individual, partnership, joint venture,
corporation, trust or group thereof) (other than a consolidation or merger with
a subsidiary of the Company in which the Company is the continuing corporation
for which adjustment is provided in Section 8(a) hereof) or any sale, lease,
transfer or conveyance of all or substantially all of the property and assets of
the Company or (iii) the announcement or commencement by any "person" or "group"
(within the meaning of Section 13(d) and Section 14(d) of the Exchange Act) of a
bona fide tender offer or exchange offer in accordance with the rules and
regulations of the Exchange Act to purchase, or the acquisition of securities in
the Company, such that after such acquisition or proposed purchase, the acquiror
"beneficially owns" or would "beneficially own" (as defined in Rule 13d-3 under
the Exchange Act), securities in the Company representing 30% or more of the
combined voting power of the Company's then outstanding securities having power
to vote in the election of directors.
"Warrant" means one of the Warrants issued by the Company pursuant to the
Modification Offer to replace the Existing Warrants issued in connection with
the initial sale of limited partnership interests in the Partnership. The term
"Warrant" includes this Warrant and any Warrant or Warrants which may be issued
pursuant to Section 5 hereof in substitution or exchange for or upon transfer of
this Warrant, any Warrant which may be issued pursuant to Section 2 hereof upon
partial exercise of this Warrant and any Warrant which may be issued pursuant to
Section 6 hereof upon the loss, theft, destruction or mutilation of this
Warrant.
"Warrant Register" means the register maintained at the principal office of
the Company, or at the office of its agent, in which the name of the Holder of
this Warrant shall be registered.
"Warrant Shares" means the shares of Common Stock, as adjusted from time to
time, deliverable upon exercise of this Warrant.
2. 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 its principal office at the address set forth on the signature page
hereof (or at such other address of the Company or any agent appointed by the
Company to act hereunder as the Company or such agent may hereafter designate in
writing to the Holder), with the purchase form annexed hereto (the "Purchase
Form") duly executed and accompanied by cash or a certified or official bank
check drawn to the order of "REPLIGEN CORPORATION" (or its successor in
interest, if any) in the amount of the Exercise Price, multiplied by the number
of Warrant Shares specified in such Purchase Form. If this Warrant should be
exercised in part only, the Company or its agent shall, upon surrender of this
Warrant, execute and deliver a Warrant evidencing the right 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
Purchase Form in proper form for exercise, together with proper payment of the
Exercise Price at its principal office, or by its agent at its office, the
Holder shall be
deemed to be the holder of record of the number of Warrant Shares specified in
such Purchase 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 the next 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 Warrant issued upon partial exercise of this Warrant pursuant to
this Section 2 shall be dated the date of this Warrant.
3. RESERVATION OF SHARES.
The Company agrees that at all times it will keep reserved solely for
issuance and delivery pursuant to the Warrants the number of shares of its
Common Stock that are or would be issuable from time to time upon exercise of
all Warrants issued in connection with the initial sale of limited partnership
interests in the Partnership. All such shares shall be duly authorized and, when
issued upon such exercise, shall be validly issued, fully paid and
nonassessable, free and clear of all liens, security interests, charges and
other encumbrances or restrictions on sale and free of all preemptive rights.
Before taking any action that would cause an adjustment pursuant to Section 8
hereof reducing the Exercise Price below the then par value (if any) of the
Warrant Shares issuable upon exercise of this Warrant, the Company will take any
corporate action that may, in the opinion of its counsel, be necessary in order
that the Company may validly and legally issue fully paid and nonassessable
Warrant Shares at the Exercise Price as so adjusted.
4. WARRANT SHARE REGISTRATION RIGHTS.
(a) The Company has (i) prepared and filed with the Securities and Exchange
Commission (the "SEC") under the Act a registration statement with respect to
the Warrant Shares issuable upon exercise of all Existing Warrants issued in
connection with the initial sale of limited partnership interests in the
Partnership and all Warrants issued to replace such Existing Warrants and will
use its best efforts to cause such registration statement to remain effective
under the Act during the Exercise Period while any of such Warrants are
outstanding and (ii) register or qualify such Warrant Shares under the
securities or Blue Sky laws of each jurisdiction within the United States in
which such registration or qualification is necessary in connection with the
issuance and delivery of such Warrant Shares to the Holders of the Warrants.
(b) In connection with the registration and qualification referred to in
subsection (a) of this Section 4, the Company covenants and agrees:
(i) as expeditiously as possible, to prepare and file with the SEC
such amendments and supplements to such registration statement and the
prospectus used in connection therewith as may be necessary to keep such
registration statement effective throughout the Exercise Period;
(ii) as expeditiously as possible, to take such action as may be
necessary or desirable to maintain the registration and qualification of the
Warrant Shares under the securities or Blue Sky laws of the jurisdictions
referred to in subsection (a) of this Section 4; and
(iii) to pay all expenses incurred by the Company in complying with
subsection (a) of this Section 4 and this subsection (b), including (A) all
registration and filing fees, (B) all printing expenses, (C) all fees and
disbursements of its counsel and independent public accountants and (D) all
Blue Sky fees and expenses (including fees and disbursements of counsel).
5. EXCHANGE, TRANSFER OR ASSIGNMENT OF WARRANT.
(a) If the Holder has received an opinion of counsel satisfactory to the
Company that this Warrant may be freely sold or transferred without registration
under the Act, this Warrant may be, at the option of the Holder, and upon
presentation and surrender hereof to the Company or at the
office of its stock transfer agent, (i) exchanged for other Warrants of
different denominations, entitling the Holder or Holders thereof to purchase in
the aggregate the same number of Warrant Shares at the Exercise Price or (ii) if
delivered together with a written notice specifying the denominations in which
new Warrants are to be issued and signed by the Holder hereof, divided or
combined with other Warrants that carry the same rights.
(b) If the Holder has received an opinion of counsel satisfactory to the
Company that this Warrant may be freely sold or transferred without registration
under the Act, this Warrant may be assigned, at the option of Holder, upon
surrender of this Warrant to the Company or at the office of its stock transfer
agent, with the Warrant Assignment Form annexed hereto duly executed and
accompanied by funds sufficient to pay any transfer tax. The Company shall
execute and deliver a new Warrant or Warrants in the name of the assignee or
assignees named in such instrument of assignment and, if the Holder's entire
Interest is not being transferred or assigned, in the name of the Holder, and
this Warrant shall promptly be canceled.
(c) Any transfer or exchange of this Warrant shall be without charge to the
Holder and any new Warrant or Warrants issued pursuant to this Section 5 shall
be dated the date hereof.
6. LOST, MUTILATED OR MISSING WARRANT.
Upon receipt by the Company or its agent of evidence satisfactory to it of
the loss, theft or destruction of this Warrant, and of satisfactory
indemnification, and upon surrender and cancellation of this Warrant if
mutilated, the Company or its agent shall execute and deliver a Warrant of like
tenor and date in exchange for this Warrant.
7. RIGHTS OF THE HOLDER.
The Holder shall not, by virtue hereof, be entitled to any rights of a
shareholder in the Company, either at law or in equity, and the rights of the
Holder are limited to those expressed in this Warrant.
8. ANTI-DILUTION.
(a) If the Company shall fix or have fixed a record date at any time after
the date hereof and before the expiration of the Exercise Period for:
(i) STOCK DIVIDENDS, SUBDIVISIONS, COMBINATIONS, RECLASSIFICATIONS,
ETC. (A) The declaration of a dividend or distribution on the Common Stock
(or other securities deliverable hereunder) payable in shares of capital
stock (whether shares of Common Stock or of capital stock of any other
class), (ii) the subdivision of shares of the Common Stock into a greater
number of shares, (iii) the combination of the Common Stock into a smaller
number of shares or (iv) the issuance of any shares of its capital stock by
reclassification of the Common Stock in connection with a consolidation or
merger with a subsidiary of the Company in which the Company is the
continuing corporation, then, in any such event, the Holder shall be
entitled to receive the aggregate number and kind of shares which, if the
Warrant had been exercised immediately prior to such record date, he would
have been entitled to receive by virtue of such dividend, distribution,
subdivision, combination or reclassification, and the Exercise Price shall
be appropriately adjusted. Such adjustment shall be made successively
whenever any event listed above shall occur.
(ii) ISSUANCE AT LESS THAN CURRENT MARKET PRICE. The issuance of Common
Stock (or other securities deliverable hereunder), rights, options
(excluding options issued in connection with an employee stock option or
similar plan) or warrants to all holders of Common Stock (or such other
securities deliverable hereunder) entitling them to subscribe for or
purchase Common Stock (or such other securities) at a price per share or
having a conversion price per share less
than the Closing Price on such record date (excluding rights or warrants
that are not immediately exercisable and for which provision is made for the
Holder to receive comparable rights or warrants), then the number of Warrant
Shares to be received hereunder after such record date shall be determined
by multiplying the number of shares receivable hereunder immediately prior
to such record date by a fraction, the denominator of which shall be the
number of shares of Common Stock (or such other securities deliverable
hereunder) outstanding on such record date plus the number of shares of
Common Stock (or such other securities) that the aggregate offering price of
the total number of shares so offered for subscription or purchase would
purchase at such Closing Price, and the numerator of which shall be the
number of shares of Common Stock (or such other securities) outstanding on
such record date plus the number of additional shares of Common Stock (or
such other securities) offered for subscription or purchase, and the
Exercise Price shall be appropriately adjusted. Shares of Common Stock owned
by or held for the account of the Company or any subsidiary of the Company
on such record date shall not be deemed outstanding for the purpose of any
such computation. Such adjustment shall become effective immediately after
such record date. Such adjustment shall be made successively whenever any
such event shall occur. If such rights or warrants are not so issued, the
number of Warrant Shares receivable hereunder shall again be adjusted to be
the number that would have been in effect had such record date not been
fixed. On the expiration of such rights or warrants the number of Warrant
Shares receivable hereunder shall be adjusted to be the number that would
have obtained had the adjustment made upon the issuance of such rights or
warrants been made upon the basis of the issuance of only the number of
shares of Common Stock (or such other securities deliverable hereunder)
actually issued upon the exercise of such rights or warrants. In any case in
which this subsection (ii) shall require that an adjustment in the number of
shares receivable hereunder or the Exercise Price be made effective as of a
record date for a specified event, the Company may elect to defer until the
occurrence of such event issuing to the Holder of any Warrant exercised
after such record date the number of Warrant Shares, if any, issuable upon
such exercise over and above the number of Warrant Shares, if any, issuable
upon such exercise on the basis of the Exercise Price in effect prior to
such adjustment; PROVIDED, HOWEVER, that the Company shall deliver to such
Holder a due bill or other appropriate instrument evidencing such Holder's
right to receive such additional Warrant Shares upon the occurrence of the
event requiring such adjustments.
(iii) DISTRIBUTION OF SUBSCRIPTION RIGHTS, WARRANTS, EVIDENCES OF
INDEBTEDNESS OR ASSETS. The making of a distribution to all holders of
Common Stock (or other securities deliverable hereunder) (including any such
distribution to be made in connection with a consolidation or merger in
which the Company is to be the continuing corporation) of (A) any shares of
capital stock of the Company (other than Common Stock), (B) subscription
rights or warrants (excluding those for which adjustment is provided in
subsection 8(a)(ii) above and excluding those that are not immediately
exercisable and for which provision is made for the Holder to receive
comparable subscription rights or warrants) or (C) evidences of its
indebtedness or assets (excluding (x) dividends paid in or distributions of
the Company's capital stock for which the number of Warrant Shares
receivable hereunder shall have been adjusted pursuant to paragraph 8(a)(i)
and (y) cash dividends or distributions payable out of earnings or surplus
not in excess of 10% of the average Closing Price for the thirty trading
days prior to the fifth day before the date of declaration) any of the
foregoing being hereinafter in this paragraph (iii) called the
"Securities"), then in each such case (unless the Company elects to reserve
shares or other units of such Securities for distribution to each Holder
upon exercise of the Warrant so that, in addition to the shares of the
Common Stock (or other securities deliverable hereunder) to which each
Holder is entitled, each Holder will receive upon such exercise the amount
and kind of such Securities which such Holder would have received if the
Company had, immediately prior to the record date for the distribution of
the Securities, exercised the Warrant) the number of Warrant Shares
receivable hereunder after such record date shall be determined by
multiplying
the number of Warrant Shares receivable hereunder immediately prior to such
record date by a fraction, the denominator of which shall be the Closing
Price on the trading day immediately prior to the date the Common Stock (or
such other securities deliverable hereunder) trades without the right to
receive such Securities, less the fair market value (as determined in the
reasonable judgment of the Board of Directors of the Company and described
in a statement mailed by certified mail to the Holder) of the portion of the
assets or evidences of indebtedness so to be distributed to a holder of one
share of the Common Stock or of such subscription rights or warrants
applicable to one share of the Common Stock, and the numerator of which
shall be the Closing Price of the Common Stock on such trading date; and the
Exercise Price shall be appropriately adjusted. Such adjustment shall become
effective immediately after such record date and shall be made successively
whenever such a record date is fixed. If such distribution is not so made,
the number of Warrant Shares receivable hereunder shall again be adjusted to
be the number that was in effect immediately prior to such record date. In
any case in which this paragraph (iii) shall require that an adjustment in
the number of Warrant Shares receivable hereunder or the Exercise Price be
made effective as of a record date for a specified event, the Company may
elect to defer until the occurrence of such event issuing to the Holder of
any Warrant exercised after such record date the number of Warrant Shares,
if any, issuable upon such exercise over and above the number of Warrant
Shares, if any, issuable upon such exercise on the basis of the Exercise
Price in effect prior to such adjustment; PROVIDED, HOWEVER, that the
Company shall deliver to such Holder a due bill or other appropriate
instrument evidencing such Holder's right to receive such additional Warrant
Shares upon the occurrence of the event requiring such adjustments.
(b) REORGANIZATION EVENT.
(i) In case of any Reorganization Event the Company shall, as a
condition precedent to the consummation of the transaction constituting, or
announced as, such Reorganization Event, cause effective provisions to be
made so that the Holder shall have the right immediately thereafter, by
exercising this Warrant, to receive the aggregate amount and kind of shares
of stock and other securities and property that were receivable upon such
Reorganization Event by a holder of the number of shares' of Common Stock
that would have been received immediately prior to such Reorganization Event
upon exercise of this Warrant. Any such provision shall include provision
for adjustments in respect of such shares of stock and other securities and
property that shall be as nearly equivalent as may be practicable to the
adjustments provided for in Section 8(a). The foregoing provisions of this
Section 8(b) shall similarly apply to successive Reorganization Events.
(ii) The Company shall, at least twenty days before earliest of (1) the
date on which a Reorganization Event occurs or (2) the date on which the
Company shall agree to effect a Reorganization Event (PROVIDED that if
approval of the shareholders of the Company is required in connection with
such Reorganization Event then on the date of such approval and PROVIDED
FURTHER that if such Reorganization Event was beyond the control of the
Company, and the Company did not have knowledge twenty days before the date
of such Reorganization Event, as soon as practicable thereafter), cause to
be mailed to the Holder a notice describing in reasonable detail such
Reorganization Event and informing the Holder of his or her rights pursuant
to Section 8(b)(i) above.
(c) FRACTIONAL SHARES. No fractional shares of Common Stock (or other
securities deliverable hereunder) or scrip shall be issued to any Holder in
connection with the exercise of this Warrant. Instead of any fractional share of
Common Stock (or other securities deliverable hereunder) that would otherwise be
issuable to such Holder, the Company shall pay to such Holder a cash adjustment
in respect of such fractional interest in an amount equal to such fractional
interest multiplied by the then current Closing Price per share of Common Stock
(or other securities deliverable hereunder).
(d) CARRYOVER. Notwithstanding any other provision of this Section 8, no
adjustment shall be made to the number of shares of Common Stock (or other
securities deliverable hereunder) to be delivered to each Holder (or to the
Exercise Price) if such adjustment would represent less than one percent of the
number of shares to be so delivered, but any such adjustment shall be carried
forward and shall be made at the time and together with the next subsequent
adjustment which, together with any adjustments so carried forward, shall amount
to one percent or more of the number of shares to be so delivered.
(e) NOTICES OF CERTAIN EVENTS. If at any time after the date hereof and
before the expiration of the Exercise Period:
(i) the Company authorizes the issuance to all holders of its Common
Stock of (A) rights or warrants to subscribe for or purchase shares of its
Common Stock or (B) any other subscription rights or warrants; or
(ii) the Company authorizes the distribution to all holders of its
Common Stock of evidences of its indebtedness or assets (other than cash
dividends or distributions excluded from the operation of paragraph
8(a)(iii); or
(iii) there shall be any capital reorganization of the Company or
reclassification of the Common Stock (other than a change in par value of
the Common Stock or an increase in the authorized capital stock of the
Company not involving the issuance of any shares thereof) or any
consolidation or merger to which the Company is a party (other than a
consolidation or merger with a subsidiary in which the Company is the
continuing corporation and that does not result in any reclassification or
change in the Common Stock outstanding) or a conveyance or transfer of all
or substantially all of the properties and assets of the Company;
(iv) there shall be any voluntary or involuntary dissolution,
liquidation or winding-up of the Company; or
(v) there shall be any other event that would result in an adjustment
pursuant to this Section 8 in the Exercise Price or the number of Warrant
Shares that may be purchased upon the exercise hereof;
the Company will cause to be mailed to the Holder, at least twenty days (or ten
days in any case specified in clauses (i) or (ii) above) before the applicable
record or effective date hereinafter specified, a notice stating (A) the date as
of which the holders of Common Stock of record entitled to receive any such
rights, warrants or distributions is to be determined, or (B) the date on which
any such reorganization, reclassification, consolidation, merger, conveyance,
transfer, dissolution, liquidation or winding-up is expected to become
effective, and the date as of which it is expected that holders of Common Stock
of record will be entitled to exchange their shares of Common Stock for
securities or other property, if any, deliverable upon such reorganization,
reclassification, consolidation, merger, conveyance, transfer, dissolution,
liquidation or winding-up.
(f) FAILURE TO GIVE NOTICE. The failure to give the notice required by
Section 8(e) hereof or any defect therein shall not affect the legality or
validity of any distribution right, warrant, consolidation, merger, conveyance,
transfer, dissolution, liquidation or winding-up or the vote upon any such
action.
9. OFFICERS' CERTIFICATE.
Whenever the number of Warrant Shares that may be purchased on exercise of
this Warrant or the Exercise Price is adjusted as required by the provisions of
Section 8 hereof, the Company will forthwith file in the custody of its
Secretary or an Assistant Secretary at its principal office and at the office of
its agent an officers' certificate showing the adjusted number of Warrant Shares
that may be purchased at the Exercise Price on exercise of this Warrant and the
adjusted Exercise Price determined as herein provided, setting forth in
reasonable detail the facts requiring such adjustment
and the manner of computing such adjustment. Each such officers' certificate
shall be signed by the President, Chief Financial Officer or Treasurer of the
Company and by the Secretary or an Assistant Secretary of the Company. Each such
officers' certificate shall be made available at all reasonable times for
inspection by the Holder. The Company shall, forthwith after each such
adjustment, cause such certificate to be mailed to the Holder.
10. LISTING ON SECURITIES EXCHANGES.
The Company will list on each national securities exchange on which any
Common Stock may at any time be listed or quoted and have authorized for
quotation on the National Market (if any Common Stock is then authorized for
quotation thereon) all shares of Common Stock from time to time issuable upon
exercise of all Warrants issued in connection with the initial sale of the
limited partnership interests in the Partnership, subject to official notice of
issuance (if required), and will maintain such listing or quotation so long as
any other shares of its Common Stock are so listed or quoted. The Company shall
so list or have authorized for quotation, and shall maintain such listing or
quotation of, any other shares of capital stock of the Company issuable upon the
exercise of this Warrant if and so long as any shares of capital stock of the
same class are so listed or quoted. Any such listing or quotation shall be at
the Company's expense.
11. AVAILABILITY OF INFORMATION.
The Company shall comply with all applicable public information reporting
requirements of the SEC and applicable state securities laws (including those
required to make available the benefits of Rule 144 under the Act) to which it
may from time to time be subject. The Company will also cooperate with each
Holder of any Warrants and each holder of any Warrant Shares in supplying such
information concerning the Company as may be necessary for such Holder or holder
to complete and file any information reporting forms currently or hereafter
required by the SEC as a condition to the availability of an exemption from the
Act for the sale of any Warrants or Warrant Shares.
12. WARRANT REGISTER.
The Company will register this Warrant in the Warrant Register in the name
of the record holder to whom it has been distributed or assigned in accordance
with the terms hereof. The Company may deem and treat the registered Holder of
this Warrant as the absolute owner hereof (notwithstanding any notation of
ownership or other writing hereon made by anyone) for the purpose of any
exercise hereof or any distribution to the Holder and for all other purposes,
and the Company shall not be affected by any notice to the contrary.
13. SUCCESSORS.
All of the provisions of this Warrant by or for the benefit of the Company
or the Holder shall bind and inure to the benefit of their respective successors
and assigns.
14. HEADINGS.
The headings of sections of this Warrant have been inserted for convenience
of reference only, are not to be considered a part hereof and shall in no way
modify or restrict any of the terms or provisions hereof.
15. AMENDMENTS.
This Warrant may be amended by the affirmative vote of Holders holding
Warrants to purchase not less than two-thirds of the Warrant Shares purchasable
pursuant to all of the then outstanding Warrants; PROVIDED, that, except as
expressly provided herein, this Warrant may not be amended,
without the consent of the Holder, to change (i) any price at which this Warrant
may be exercised, (ii) the period during which this Warrant may be exercised,
(iii) the number or type of securities to be issued upon the exercise hereof or
(iv) the provision of this Section 15.
16. NOTICES.
Unless otherwise provided in this Warrant, any notice or other communication
required or permitted to be made or given to any party hereto pursuant to this
Warrant shall be in writing and shall be deemed made or given if delivered by
hand, on the date of such delivery to such party or, if mailed, on the fifth day
after the date of mailing, if sent to such party by certified or registered
mail, postage prepaid, addressed to it (in the case of a Holder) at its address
in the Warrant Register or (in the case of the Company) at its address set forth
below, or to such other address as is designated by written notice, similarly
given to each other party hereto.
17. GOVERNING LAW.
This Warrant shall be deemed to be a contract made under the laws of the
State of Delaware and for all purposes shall be construed in accordance with the
laws of said State as applied to contracts made and to be performed in Delaware
between Delaware residents.
18. SIGNATURES.
This Warrant and any Warrant issued pursuant to the terms hereof shall be
manually signed, or shall bear the facsimile signature of the President or a
Vice President of the Company which shall have the same effect as if such
Warrant were manually signed.
IN WITNESS WHEREOF, the Company has duly caused this Warrant to be signed
and attested by its duly authorized officers as of October 21, 1997.
REPLIGEN CORPORATION
By:
------------------------------------------
Walter C. Herlihy
President and CEO
Address:
117 Fourth Avenue
Needham, MA 02194
Attention: Secretary
PURCHASE FORM
The undersigned, _____________________ hereby irrevocably elects to exercise
the within Warrant to purchase ______shares of Common Stock and hereby makes
payment of $_________ in payment of the exercise price thereof.
Date: _____________, 19__ ________________________
[Signed]
________________________
[Street Address]
________________________
[City and State]
WARRANT ASSIGNMENT FORM
FOR VALUE RECEIVED, the undersigned, _____________________, ("Assignor"),
hereby sells, assigns and transfers unto
Name: ____________________________ ("Assignee")
(Please type or print in block letters.)
Address: ______________________________________
______________________________________
Social Security or Taxpayer I.D. No.: _________
Assignor's right to purchase up to ______ shares of Common Stock represented
by this Warrant and does hereby irrevocably constitute and appoint the Company
and any of its officers, secretary, or assistant secretaries, as
attorneys-in-fact to transfer the same on the books of the Company, with full
power of substitution in the premises.
Date: _____________________, 199__ ___________________________
[Signed]