EXHIBIT 4.6
THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE NOT TRANSFERABLE WITHOUT THE
EXPRESS WRITTEN CONSENT OF INNOVATIVE DRUG DELIVERY SYSTEMS, INC. (THE
"COMPANY"), AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY
APPLICABLE STATE OR BLUE-SKY SECURITIES LAWS, AND MAY NOT BE SOLD, OFFERED FOR
SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF A
REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT
OR AN EXEMPTION THEREFROM. ANY SUCH TRANSFER MAY ALSO BE SUBJECT TO APPLICABLE
STATE SECURITIES OR BLUE-SKY LAWS.
INNOVATIVE DRUG DELIVERY SYSTEMS, INC.
Warrant for the Purchase of Shares of
Common Stock
No.
, 200
FOR VALUE RECEIVED, INNOVATIVE DRUG DELIVERY SYSTEMS, INC., a
Delaware corporation (the "Company"), hereby certifies that ___________________
or its registered assigns (the "Holder") is entitled to purchase from the
Company, subject to the provisions of this Warrant, at any time prior to 5:00
P.M., New York City time, on (the "Termination Date"), ( ) fully paid and
non-assessable shares of the Common Stock, $.001 par value, of the Company
("Common Stock") at an initial per share exercise price equal to $ , or an
initial aggregate exercise price of $ . This Warrant is one of a duly authorized
issue of Warrants (collectively, the "Warrants") issued in exchange for certain
warrants (the "PMI Warrants") previously issued by Pain Management, Inc.
("PMI"). On September 22, 2000, PMI merged with and into the Company, and, the
PMI Warrants, and, therefore, the Warrants issued in exchange for the PMI
Warrants at a specified exchange ratio, became exercisable. The shares of Common
Stock or other securities or property deliverable upon the exercise the Warrants
are hereinafter sometimes referred to as the "Warrant Shares," the exercise
price of a share of Common Stock in effect at any time is hereinafter sometimes
referred to as the "Per Share Exercise Price" and the aggregate purchase price
payable for the Warrant Shares hereunder is hereinafter sometimes referred to as
the "Aggregate Exercise Price."
1. Exercise of Warrant.
(a) This Warrant may be exercised in whole or in part, at any
time by the Holder prior to the Termination Date:
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(i) by presentation and surrender of this Warrant (with the
subscription form at the end hereof duly executed) at the address set forth in
Section 7 hereof, together with payment by certified or official bank check
payable to the order of the Company, of the Aggregate Exercise Price or the
proportionate part thereof if exercised in part.
(ii) by the surrender of this Warrant (with the cashless
exercise form at the end hereof duly executed) (a "Cashless Exercise") at the
address set forth in Section 7. Such presentation and surrender shall be deemed
a waiver of the Holder's obligation to pay the Aggregate Exercise Price, or the
proportionate part thereof if this Warrant is exercised in part. In the event of
a Cashless Exercise, the Holder shall exchange its Warrant for that number of
Warrant Shares subject to such Cashless Exercise multiplied by a fraction, the
numerator of which shall be the difference between (A) the last sale price of
the Common Stock on the trading day prior to such date or, in case no such
reported sales take place on such day, the average of the last reported bid and
asked prices of the Common Stock on such day, in either case on the principal
national securities exchange on which the Common Stock is admitted for trading
or listed, or if not listed or admitted for trading on any such exchange, the
representative closing sale price of the Common Stock as reported by the
National Association of Securities Dealers, Inc. Automated Quotations System
("NASDAQ"), or other similar organization if NASDAQ is no longer reporting such
information, or, if the Common Stock is not reported on NASDAQ, the high per
share sale price for the Common Stock in the over-the-counter market as
reported by the National Quotation Bureau or similar organization, or if not so
available, the fair market value of the Common Stock as determined in good faith
by the Board of Directors (the "Current Market Price") and (B) the Per Share
Exercise Price, and the denominator of which shall be the then Current Market
Price. For purposes of any computation under this Section 1(a), the then Current
Market Price shall be based on the trading day immediately prior to the Cashless
Exercise.
(b) If this Warrant is exercised in part only, the Company shall, upon
presentation of this Warrant upon such exercise, execute and deliver (with the
certificate for the Warrant Shares purchased) a new Warrant evidencing the
rights of the Holder hereof to purchase the balance of the Warrant Shares
purchasable hereunder upon the same terms and conditions as herein set forth.
Upon proper exercise of this Warrant, the Company promptly shall deliver
certificates for the Warrant Shares to the Holder duly legended as authorized by
the subscription form. No fractional shares shall be issued upon exercise of
this Warrant. With respect to any fraction of a share called for upon exercise
hereof, the Company shall pay to the Holder an amount in cash equal to such
fraction multiplied by the Current Market Price of one (1) share of Common
Stock.
2. Reservation of Warrant Shares; Fully Paid Shares; Taxes. The Company
hereby undertakes until expiration of this Warrant to reserve for issuance or
delivery upon exercise of this Warrant, such number of shares of the Common
Stock as shall be required for issuance and/or delivery upon exercise of this
Warrant in full, and agrees that all Warrant Shares so issued and/or delivered
will be duly and validly issued, fully paid and non-assessable, and further
agrees to pay all taxes and charges that may be imposed upon such issuance
and/or delivery.
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3. Registration Under Securities Act of 1933. The Holder of this
Warrant shall have the registration rights as set forth below.
(a) Definitions. As used in this Agreement, the following terms shall
have the following meanings:
(1) For purposes of this Section 3 only, the term "Holder"
means any person owning or having the right to acquire Registrable Securities
(as defined below) or any assignee thereof.
(2) The terms "register", "registered" and "registration"
refer to a registration effected by preparing and filing a registration
statement or similar document in compliance with the Securities Act of 1933 (the
"Act"), and the declaration or order of effectiveness of such registration
statement or document.
(3) The term "Registrable Securities" shall mean the Warrant
Shares and (ii) any shares of Common Stock issued as (or issuable upon the
conversion or exercise of any warrant, right or other security that is issued
as) a dividend or other distribution with respect to or in replacement of the
Warrants or the Warrant Shares; provided, however, that securities shall only be
treated as Registrable Securities if and only for so long as they (A) have not
been disposed of pursuant to a registration statement declared effective by the
United States Securities and Exchange Commission (the "Commission"), (B) have
not been sold in a transaction exempt from the registration and prospectus
delivery requirements of the Act so that all transfer restrictions and
restrictive legends with respect thereto are removed upon the consummation of
such sale or (C) are held. by a Holder or a permitted transferee of a Holder
pursuant to Section 3(k).
(b) "Piggy-back" Registration Rights. (1) The Company agrees that if,
at any time, and from time to time, after the initial public offering (the
"IPO") of the Company's Common Stock and ending on the date that is five years
from the date hereof, the Board of Directors of the Company shall authorize the
filing of a registration statement under the Act (other than the initial public
offering of the Company's Common Stock, or other than a registration statement
on Form S-8, Form S-4 or any other form that does not include substantially the
same information as would be required in a form for the general registration of
securities) in connection with a proposed offer of any of its securities by it
or any of its stockholders, the Company shall, (a) promptly notify the Holder
that such registration statement will be filed and that the Registrable
Securities then held by the Holder will be included in such registration
statement at the Holder's request, (b) cause such registration statement to
cover all of such Registrable Securities issued to the Holder if the Holder
requests inclusion, (c) use its reasonable best efforts to cause such
registration statement to become effective as soon as practicable and (d) take
all other actions necessary under any Federal or state law or regulation of any
governmental authority to permit all such Registrable Securities that have been
issued to the Holder to be sold or otherwise disposed of, and will maintain such
compliance with each such Federal and state law and regulation of any
governmental authority for the period necessary for the Holder to effect the
proposed sale or other disposition.
(2) Notwithstanding any other provision of this Section 3, the
Company may at any time, abandon or delay any registration commenced by the
Company. In the event of such an abandonment by the Company, the Company shall
not be required to continue the registration of shares requested by the Holder
for inclusion and the Holder shall retain the right to request inclusion of
shares as set forth in this Section 3.
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(3) The Holder shall have the right to request inclusion of
any of their Registrable Securities in a registration statement as described in
this Section 3(b) no more than twice except as provided for in Section 3(b)(2).
(c) Obligations of the Company. Whenever requested under this Section 3
to include Registrable Securities in a Company registration statement, the
Company shall, as expeditiously as reasonably possible:
(1) Use its reasonable best efforts to cause such registration
statement to become effective, and, upon the request of the Holders of a
majority of the Registrable Securities registered thereunder, keep such
registration statement effective for a period of up to 180 days or until the
distribution contemplated in the Registration Statement has been completed;
provided, however, that such 180-day period shall be extended for a period of
time equal to the period that the Holder refrains from selling any securities
included in such registration at the request of an underwriter of Common Stock
(or other securities) of the Company; provided, further, that if applicable
rules under the Act governing the obligation to file a post-effective amendment
permits, in lieu of filing a post-effective amendment that (i) includes any
prospectus required by Section 10(a)(3) of the Act or (ii) reflects facts or
events representing a material or fundamental change in the information set
forth in the registration statement, the Company may incorporate by reference
information required to be included in (i) and (ii) above to the extent such
information is contained in periodic reports filed pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") in the
registration statement.
(2) Prepare and file with the Commission such amendments and
supplements to such registration statement and any prospectus used in connection
with such registration statement, as may be necessary to comply with the
provisions of the Act with respect to the disposition of all securities covered
by such registration statement.
(3) Furnish to the Holder such numbers of copies of a
prospectus, including a preliminary prospectus, in conformity with the
requirements of the Act and such other documents as the Holder may reasonably
request in order to facilitate the disposition of Registrable Securities owned
by the Holder.
(4) Use its reasonable best efforts to register and qualify
the securities covered by such registration statement under such other federal
or state securities or blue-sky laws of such jurisdictions as shall be
reasonably requested by the Holders; provided, however, that the Company shall
not be required in connection therewith, or as a condition thereto, to qualify
to do business or to file a general consent to service of process in any such
states or jurisdictions, unless the Company is already subject to service in
such jurisdiction and except as may be required by the Act.
(5) In the event of any underwritten public offering, enter
into and perform its obligations under an underwriting agreement, in usual and
customary form, with the managing underwriter of such offering. Each Holder
participating in such underwriting shall also enter into and perform its
obligations under such an agreement.
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(6) Notify each Holder of Registrable Securities covered by
such registration statement, at any time when a prospectus relating thereto is
required to be delivered under the Act, of the happening of any event as a
result of which the prospectus included in such registration statement, as then
in effect, includes an untrue statement of a material fact or omits to state a
material fact required to be stated therein or is necessary to make the
statements therein not misleading in the light of the circumstances then
existing.
(7) Cause all such Registrable Securities registered hereunder
to be listed on each securities exchange on which similar securities issued by
the Company are then listed.
(8) Provide a transfer agent and registrar for all Registrable
Securities registered pursuant to this Section 3 and a CUSIP number for all such
Registrable Securities, in each case not later than the effective date of such
registration.
(d) Furnish Information. It shall be a condition precedent to the
obligation of the Company to take any action pursuant to this Section 3 with
respect to the Registrable Securities of any selling Holder that such Holder
shall furnish to the Company such information regarding such Holder, the
Registrable Securities held by such Holder, and the intended method of
disposition of such securities as shall be required to effect the registration
of such Holder's Registrable Securities.
(e) Expenses of Company Registration. The Company shall bear and pay
all expenses incurred in connection with any registration, filing or
qualification of Registrable Securities with respect to any registration
effected pursuant to Section 3(b) for each Holder, including, without
limitation, all registration, filing and qualification fees and printers and
accounting fees relating or apportionable thereto, but excluding underwriting
discounts and commissions relating to such Registrable Securities; provided,
however, that the Company shall not bear the cost of any professional fees or
costs of accounting, financial or legal advisors to any of the Holders.
Notwithstanding the foregoing, each Holder shall pay all registration expenses
that such Holder is required to pay under applicable law.
(f) Underwriting Requirements. In connection with any offering
involving an underwriting of shares of the Company's capital stock, the Company
shall not be required under Section 3(b) to include any of the Holders'
Registrable Securities in such underwriting unless they accept the terms of the
underwriting as agreed upon between the Company and the underwriters selected by
it (or by other persons entitled to select the underwriters), and then only in
such quantity as the underwriters determine, in their sole discretion, will not
jeopardize the success of the offering by the Company. If the total amount of
securities, including Registrable Securities, requested by stockholders to be
included in such offering exceeds the amount of securities sold other than by
the Company that the underwriters determine in their sole discretion is
compatible with the success of the offering, then the Company shall be required
to include in the offering only that number of such securities, including
Registrable Securities, which the underwriters determine in their sole
discretion will not jeopardize the success of the offering (the securities so
included to be apportioned pro rata among the selling stockholders according to
the total amount of securities entitled to be included therein owned by each
selling stockholder or in such other proportions as shall mutually be agreed to
by such selling stockholders). For purposes of the preceding parenthetical
concerning apportionment, for any selling stockholder that is a holder of
Registrable Securities and that is a partnership or corporation, the partners,
retired partners and stockholders of such holder, or the estates and family
members of any such partners and retired partners and any trusts for the benefit
of any of the foregoing persons shall be deemed to be a single "selling
stockholder", and any pro-rata reduction with respect to such "selling
stockholder" shall be based upon the aggregate amount of shares carrying
registration rights owned by all entities and individuals included in such
"selling stockholder", as defined in this sentence.
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(g) Delay of Registration. No Holder shall have any right to obtain or
seek an injunction restraining or otherwise delaying any registration as the
result of any controversy that might arise with respect to the interpretation or
implementation of this Section 3.
(h) Indemnification. In the event that any Registrable Securities are
included in a registration statement under this Section 3:
(1) To the extent permitted by law, the Company shall
indemnify and hold harmless each Holder, any underwriter (as defined in the Act)
for such Holder and each person, if any, who controls such Holder or underwriter
within the meaning of the Act or the Exchange Act, against any losses, claims,
damages or liabilities (joint or several) to which they may become subject under
the Act or the Exchange Act, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon any
of the following statements, omissions or violations (each, a "Violation"): (i)
any untrue statement or alleged untrue statement of a material fact contained in
a registration statement prepared in accordance with Section 3(b), including any
preliminary prospectus or final prospectus contained therein or any amendments
or supplements thereto, (ii) the omission or alleged omission to state therein a
material fact required to be stated therein, or necessary to make the statements
therein not misleading or (iii) any violation or alleged violation by the
Company of the Act, the Exchange Act or any rule or regulation promulgated under
the Act or the Exchange Act and the Company will pay to each such Holder,
underwriter or controlling person, as incurred, any legal or other expenses
reasonably incurred by them in connection with investigating or defending any
such loss, claim, damage, liability or action; provided, however, that the
indemnity agreement contained in this Section 3(h)(i) shall not apply to amounts
paid in settlement of any such loss, claim, damage, liability or action if such
settlement is effected without the consent of the Company (which consent shall
not be unreasonably withheld), nor shall the Company be liable in any such case
for any such loss, claim, damage, liability or action to the extent that it
arises out of or is based upon a Violation which occurs in reliance upon and in
conformity with written information furnished expressly for use in connection
with such registration by any such Holder, underwriter or controlling person.
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(2) To the extent permitted by law, each selling Holder will
indemnify and hold harmless the Company, each of its directors, each of its
officers who has signed the registration statement, each person, if any, who
controls the Company within the meaning of the Act, any underwriter, any other
Holder selling securities in such registration statement and any controlling
person of any such underwriter or other Holder, against any losses, claims,
damages or liabilities (joint or several) to which any of the foregoing persons
may become subject, under the Act or the Exchange Act, insofar as such losses,
claims, damages, or liabilities (or actions in respect thereto) arise out of or
are based upon any Violation, in each case to the extent (and only to the
extent) that such Violation occurs in reliance upon and in conformity with
written information furnished by such Holder expressly for use in connection
with such registration; and each such Holder will pay, as incurred, any legal or
other expenses reasonably incurred by any person intended to be indemnified
pursuant to this Section 3(h)(2), in connection with investigating or defending
any such loss, claim, damage, liability, or action; provided, however, that the
indemnity agreement contained in this Section 3(h)(2) shall not apply to amounts
paid in settlement of any such loss, claim, damage, liability or action if such
settlement is effected without the consent of the indemnifying Holder, which
consent shall not be unreasonably withheld; provided, further, that in no event
shall any indemnity under this Section 3(h)(2) exceed the gross proceeds from
the offering received by such Holder.
(3) Promptly after receipt by an indemnified party under this
Section 3(h) of notice of the commencement of any action (including any
governmental action), such indemnified party shall, if a claim in respect
thereof is to be made against any indemnifying party under this Section 3(h),
deliver to the indemnifying party a written notice of the commencement thereof
and the indemnifying party shall have the right to participate in, and, to the
extent the indemnifying party so desires, jointly with any other indemnifying
party similarly notified, to assume the defense thereof with counsel selected by
the indemnifying party and approved by the indemnified party (whose approval
shall not be unreasonably withheld); provided, however, that an indemnified
party (together with all other indemnified parties which may be represented
without conflict by one counsel) shall have the right to retain one separate
counsel, with the fees and expenses to be paid by the indemnifying party, if
representation of such indemnified party by the counsel retained by the
indemnifying party would be inappropriate due to actual or potential differing
interests between such indemnified party and any other party represented by such
counsel in such proceeding. The failure to deliver written notice to the
indemnifying party within a reasonable time of the commencement of any such
action, if prejudicial to its ability to defend such action, shall relieve such
indemnifying party of any liability to the indemnified party under this Section
3(h), but the omission to deliver written notice to the indemnifying party will
not relieve it of any liability that it may have to any indemnified party
otherwise than under this Section 3(h).
(4) If the indemnification provided for in this Section 3(h)
is held by a court of competent jurisdiction to be unavailable to an indemnified
party with respect to any loss, liability, claim, damage or expense referred to
therein, then the indemnifying party, in lieu of indemnifying such indemnified
party hereunder, shall contribute to the amount paid or payable by such
indemnified party as a result of such loss, liability, claim, damage or expense
in such proportion as is appropriate to reflect the relative fault of the
indemnifying party on the one hand and of the indemnified party on the other in
connection with the statements or omissions that resulted in such loss,
liability, claim, damage or expense as well as any other relevant equitable
considerations. The relative fault of the indemnifying party and of the
indemnified party shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or the
omission to state a material fact relates to information supplied by the
indemnifying party or by the indemnified party and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omission.
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(5) Notwithstanding the foregoing, to the extent that the
provisions on indemnification and contribution contained in the underwriting
agreement entered into in connection with the underwritten public offering are
in conflict with the foregoing provisions, the provisions in the underwriting
agreement shall control.
(6) The obligations of the Company and Holders under this
Section 3(h) shall survive the completion of any offering of Registrable
Securities pursuant to a registration statement prepared in accordance with this
Section 3, and otherwise.
(i) Reports Under the Securities Exchange Act of 1934. With a view to
making available to the Holders the benefits of Rule 144 promulgated under the
Act ("Rule 144") and any other rule or regulation promulgated under the Act or
the Exchange Act that may at any time permit a Holder to sell securities of the
Company to the public without registration or pursuant to a registration on Form
S-3, the Company agrees to:
(1) make and keep public information available, as those terms
are understood and defined in Rule 144, at all times after 90 days after the
effective date of the registration statement filed in connection with an IPO by
the Company;
(2) file with the Commission, in a timely manner, all reports
and other documents required of the Company under the Act and the Exchange Act;
and
(3) furnish to any Holder, so long as such Holder owns any
Registrable Securities, forthwith upon request (i) a copy of the most recent
annual or quarterly report of the Company and such other reports and documents
so filed by the Company and (ii) such other information as may be reasonably
requested in availing any Holder of any rule or regulation promulgated under the
Act of the Exchange Act which permits the selling of any such securities without
registration or pursuant to such form.
(j) Lock-Up Provision. (i) In connection with the IPO, the Holder
hereby agrees to be subject to a lock-up for a period of 180 days following the
IPO or such longer period as may be required by the underwriter or underwriters
of such IPO. In connection with any subsequent public offering of the Company's
securities, the Holder hereby agrees to be subject to a lock-up for a period of
60 days or such longer period following such public offering as required by the
underwriter or underwriters of such public offering. During such "lock-up"
periods, the Holder agrees not to directly or indirectly sell, offer to sell,
contract to sell, including, without limitation, "sell short" or "sell short
against the box" (as those terms are generally understood), grant any option to
purchase or otherwise transfer or dispose of (other than to donees who agree to
be similarly bound) any securities of the Company held by it at any time during
such period. This Section 3(j) shall be binding upon any transferee of the
Registrable Securities.
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(2) In order to enforce the foregoing covenant, the Company
may impose stock-transfer instructions with respect to the Registrable
Securities of each Holder (and the shares or securities of every other person
subject to the foregoing restriction) until the end of such period.
(k) The rights to cause the Company to register Registrable Securities
granted to the Holders by the Company under this Section 3 may be assigned in
full by a Holder in connection with a transfer by such Holder of its Registrable
Securities if: (1) such Holder gives prior written notice to the Company; and
(2) such transferee acrees to comply with the terms and provisions of this
Warrant, and such transfer is otherwise in compliance with this Warrant;
provided, however, that such transfer may otherwise be effected in accordance
with applicable securities laws. Except as specifically permitted by this
Section 3(k), the rights of a Holder with respect to Registrable Securities as
set out herein shall not be transferable to any other Person, and any attempted
transfer shall cause all rights of such Holder therein to be forfeited.
(l) Termination of Registration Rights. In addition, the right of any
Holder to request inclusion in any registration pursuant to this Section 3 shall
terminate if all shares of Registrable Securities held by such Holder may
immediately be sold under Rule 144 or Rule 701 promulgated under the Act during
any 90-day period.
4. Limited Transferability. This Warrant may not be sold,
transferred, assigned or hypothecated by the Holder except in compliance with
the provisions of the Act and the applicable state securities or blue sky laws,
and is so transferable only upon the books of the Company which it shall cause
to be maintained for such purpose. The Company may treat the registered Holder
of this Warrant as it appears on the Company's books at any time as the Holder
for all purposes. The Company shall permit any Holder of a Warrant or its duly
authorized attorney, upon written request during ordinary business hours, to
inspect and copy or make extracts from its books showing the registered holders
of Warrants. All Warrants issued upon the transfer or assignment of this Warrant
will be dated the same date as this Warrant, and all rights of the holder
thereof shall be identical to those of the Holder.
5. Loss, etc., of Warrant. Upon receipt of evidence
satisfactory to the Company of the loss, theft, destruction or mutilation of
this Warrant, and of indemnity reasonably satisfactory to The Company, if lost,
stolen or destroyed, and upon surrender and cancellation of this Warrant, if
mutilated, the Company shall execute and deliver to the Holder a new Warrant of
like date, tenor and denomination.
6. Status of Holder. This Warrant does not confer upon the
Holder any right to vote or to consent to or receive notice as a stockholder of
the Company, as such, in respect of any matters whatsoever, or any other rights
or liabilities as a stockholder, prior to the exercise hereof.
7. Notices. No notice or other communication under this
Warrant shall be effective unless, but any notice or other communication shall
be effective and shall be deemed to have been given if, the same is in writing
and is mailed by first-class mail, postage prepaid, addressed to:
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If to the Holder:
If to the Company: c/o Paramount Capital, Inc.,
787 Seventh Avenue, 48th Floor,
New York, New York 10019,
Attn: Leonard Firestone, M.D.
8. Headings. The headings of this Warrant have been inserted
as a matter of convenience and shall not affect the construction hereof.
9. Applicable Law. This Warrant shall be governed by and
construed in accordance with the laws of the State of New York, without regard
to such State's principles of conflicts of law. Notwithstanding anything to the
contrary contained herein, in no event may the effective rate of interest
collected or received by the Holder exceed that which may be charged, collected
or received by the Holder under applicable law. The parties agree to settle any
disputes through binding arbitration in the city, county and State of New York.
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IN WITNESS WHEREOF, the Company has caused this Warrant to be
signed by its President and its corporate seal to be hereunto affixed and
attested by its Secretary this , 200 .
INNOVATIVE DRUG DELIVERY SYSTEMS, INC.
By:
-----------------------------------
Name:
Title:
ATTEST:
- -----------------------------
Secretary
[Corporate Seal]
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SUBSCRIPTION
The undersigned, ______________, pursuant to the provisions
of the foregoing Warrant, hereby elects to exercise such Warrant by agreeing to
subscribe for and purchase __________________ shares of Common Stock, par value
$.OO1 per share (the "Warrant Shares"), of Innovative Drug Delivery Systems,
Inc. (the "Company"), and hereby makes payment of $_____ by certified or
official bank check in payment of the exercise price therefor.
As a condition to this subscription, the undersigned hereby
represents and warrants to the Company that the representations and warranties
of the Representations Letter from the undersigned to the Company, dated as of
June 6, 2001, are true and correct as of the date hereof as if they had been
made on such date with respect to the Warrant Shares. The undersigned further
acknowledges that the sale, transfer, assignment or hypothecation of the
Warrant Shares to be issued upon exercise of this Warrant is subject to the
terms and conditions contained in Sections 3 and 4 of the Warrant. The
undersigned consents to the placing of a legend on the certificates for the
Shares being purchased to the foregoing effect.
Dated:_____________________ Signature:______________________________
Address:________________________________
CASHLESS EXERCISE
The undersigned _________, pursuant to the provisions of the
foregoing Warrant, hereby elects to exchange its Warrant for
_______________________ shares of Common Stock, par value $.001 per share, of
Innovative Drug Delivery Systems, Inc. (the "Company"), pursuant to the Cashless
Exercise provisions of the Warrant.
As a condition to this cashless exercise, the undersigned
hereby represents and warrants to the Company that the representations and
warranties of the Representations Letter from the undersigned to the Company,
dated as of June 6, 2001, are true and correct as of the date hereof as if they
had been made on such date with respect to the Warrant Shares. The undersigned
further acknowledges that the sale, transfer, assignment or hypothecation of the
Warrant Shares to be issued upon exercise of this Warrant is subject to the
terms and conditions contained in Sections 3 and 4 of the Warrant. The
undersigned consents to the placing of a legend on the certificates for the
Shares being purchased to the foregoing effect.
Dated:_____________________ Signature:______________________________
Address:________________________________
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ASSIGNMENT
FOR VALUE RECEIVED ____________ hereby sells, assigns and
transfers unto _____________________ the foregoing Warrant and all rights
evidenced thereby, and does irrevocably constitute and appoint ____________,
attorney, to transfer said Warrant on the books of Innovative Drug Delivery
Systems, Inc. (the "Company"). As a condition to this assignment, the Holder
acknowledges that its assignee must deliver a written instrument to the Company
that the representations and warranties of the Representations Letter from the
undersigned to the Company, dated as of June 6, 2001, are true and correct as of
the date hereof as if they had been made by such assignee on such date.
Dated:_____________________ Signature:______________________________
Address:________________________________
PARTIAL ASSIGNMENT
FOR VALUE RECEIVED _____________ hereby assigns and transfers
unto ______________________ the right to purchase ________ shares of the Common
Stock, par value $.001 per share (the "Warrant Shares"), of Innovative Drug
Delivery Systems, Inc. (the "Company"), covered by the foregoing Warrant, and a
proportionate part of said Warrant and the rights evidenced thereby, and does
irrevocably constitute and appoint _______________________, attorney, to
transfer that part of said Warrant on the books of the Company. As a condition
to this assignment, the Holder acknowledges that its assignee must deliver a
written instrument to the Company that the representations and warranties of the
Representations Letter from the undersigned to the Company, dated as of June 6,
2001, are true and correct as of the date hereof as if they had been made by
such assignee on such date.
Dated:_____________________ Signature:______________________________
Address:________________________________