Exhibit 4.6
THE SECURITIES REPRESENTED BY THIS WARRANT CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933 (THE "ACT") OR ANY STATE SECURITIES LAWS AND
MAY NOT BE SOLD, EXCHANGED, PLEDGED, HYPOTHECATED OR TRANSFERRED IN ANY MANNER
(A "TRANSFER") EXCEPT IN COMPLIANCE WITH THE TERMS OF THIS WARRANT, THE ACT AND
ANY APPLICABLE STATE SECURITIES LAWS OR THE COMPANY RECEIVES AN OPINION OF
COUNSEL FOR THE HOLDER OF THESE SECURITIES SATISFACTORY TO THE COMPANY, STATING
THAT SUCH TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY
REQUIREMENTS OF THE ACT AND COMPLIES WITH APPLICABLE STATE SECURITIES LAWS.
Warrant Certificate No. 411
WARRANT TO PURCHASE
SHARES OF COMMON STOCK
CELLEGY PHARMACEUTICALS, INC.
THIS WARRANT (the "Warrant") is dated as of February 25, 2000 and is issued by
Cellegy Pharmaceuticals, Inc., a California corporation (the "Company"), to Marc
Parham, Ph.D. ("Warrantholder"), in the amount of up to 3,500 Warrants, with a
warrant term of two years.
Section 1. Definitions
1.1 Definitions. For purposes of this Warrant, the following
terms shall have the following meanings.
"Act" shall mean the Securities Act of 1933, as amended.
"Common Stock" means the Company's Common Stock, no par value.
"Exercise Price" has the meaning given to that term in Section
2.2.
"Merger or Sale" shall have the meaning given to that term in
Section 7.3.
"Shares" shall mean the shares of Common Stock that can be
acquired upon exercise of the Warrant.
<PAGE>
"Termination Date" shall mean the date on which the Warrant is
no longer exercisable, which date shall be February 25, 2002.
"Transfer Agent" shall mean the Company's registrar and
transfer agent, if any, for the Warrant.
"Warrant" shall mean this Warrant to purchase shares of Common
Stock. The term "Warrant" shall include any Warrant evidenced by a certificate
or certificates issued upon division, exchange, substitution or transfer
pursuant to the terms of this Warrant.
Section 2. Issuance of Warrant; Form of Warrant.
2.1 Issuance. In consideration of the Warrantholder's services
on behalf of the Company, the Company hereby issues the Warrant to the
Warrantholder to purchase 3,500 shares of Common Stock.
2.2 Exercise Price and Exercise Conditions. The price per
share at which 3,500 shares shall be purchasable upon exercise of the Warrant
(the "Exercise Price") is $6.8125 per share which was the closing price of
Cellegy's common stock on February 25, 2000.
2.3 Registration. The Warrant shall be numbered and shall be
registered on the books of the Company.
2.4 Transfer. The Warrant may not be transferred, except to
members of the Warrantholder's immediate family or trusts for the benefit of the
Warrantholder or one or more members of the Warrantholder's immediate family. To
the extent that the Warrant is transferable, the Warrant shall be transferable
only on the books of the Company maintained at its principal office in South San
Francisco, California or, if the Company has a Transfer Agent, then at the
offices of the Transfer Agent, upon delivery thereof duly endorsed by the
Warrantholder or by its duly authorized attorney or representative, accompanied
by proper evidence of succession, assignment or authority to transfer. Upon any
registration of transfer, the Company shall execute and deliver a new Warrant to
the person entitled thereto.
2.5 Certificates. The Warrant may be divided or combined, upon
request to the Company by the Warrantholder, into a certificate or certificates
representing the right to purchase the same aggregate number of Shares. Unless
the context indicates otherwise, the term "Warrantholder" shall include any
transferee or transferees of the Warrant.
2.6 Signatures. The number of Shares issuable upon exercise of
the Warrant is subject to adjustment upon the occurrence of certain events, all
as hereinafter provided. The Warrant shall be executed on behalf of the Company
by its President or by a Vice President and attested to by its Secretary or an
Assistant Secretary. A Warrant bearing the signature of an individual who was at
any time the proper officer of the Company shall bind the Company,
notwithstanding that such individual shall have ceased to hold such office prior
to the delivery of such Warrant or did not hold such office on the date of this
Warrant.
-2-
<PAGE>
2.7 Legends on Certificate. Each certificate representing the
Warrant, and for Shares initially issued upon exercise of the Warrant, shall
bear the following legends, unless, at the time of exercise, such Shares are
subject to a currently effective Registration Statement under the Act:
(a) THE SECURITIES REPRESENTED BY THIS WARRANT
CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE
"ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, EXCHANGED, PLEDGED,
HYPOTHECATED OR TRANSFERRED IN ANY MANNER (A "TRANSFER") EXCEPT IN COMPLIANCE
WITH THE TERMS OF THIS WARRANT, THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS
OR THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THESE SECURITIES
SATISFACTORY TO THE COMPANY, STATING THAT SUCH TRANSFER IS EXEMPT FROM THE
REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF THE ACT AND COMPLIES WITH
APPLICABLE STATE SECURITIES LAWS.
(b) Any legend required by applicable state
securities laws.
Any certificate issued at any time in exchange or substitution
for any certificate bearing such legends (except a new certificate issued upon
completion of a public distribution pursuant to a registration statement under
the Act of the securities represented thereby) shall also bear the above legends
unless, in the opinion of the Company's counsel, the securities represented
thereby need no longer be subject to such restrictions.
2.8 Exchange of Warrant Certificate. Any Warrant certificate
may be exchanged for another certificate or certificates entitling the
Warrantholder to purchase a like aggregate number of Shares as the certificate
or certificates surrendered then entitled such Warrantholder to purchase. Any
Warrantholder desiring to exchange a Warrant certificate shall make such request
in writing delivered to the Company, and shall surrender, properly endorsed,
with signatures guaranteed if required by the Company, the certificate
evidencing the Warrant to be so exchanged. Thereupon, the Company shall execute
and deliver to the person entitled thereto a new Warrant certificate as so
requested.
Section 3. Term of Warrant; Exercise of Warrant.
3.1 Term. Subject to the terms of this Warrant, the
Warrantholder shall have the right, at any time after the date of this Warrant
and ending at 5:00 p.m., California Time, on the Termination Date to purchase
from the Company up to the number of fully paid and nonassessable Shares to
which the Warrantholder may at the time be entitled to purchase pursuant to this
Warrant, upon surrender to the Company, at its principal office, of the
certificate evidencing the Warrant to be exercised, together with the purchase
form, duly filled in and signed, with signatures guaranteed if required by the
Company or its Transfer Agent, and upon payment to the Company of the Exercise
Price for the number of Shares in respect of which the Warrant is then
exercised, but in no event for less than 100 Shares
-3-
<PAGE>
(unless fewer than an aggregate of 100 Shares are then purchasable pursuant to
the Warrant). Notwithstanding the foregoing, the Company shall not be obligated
to deliver any Shares pursuant to the exercise of the Warrant, and the
Warrantholder shall not have the right to exercise the Warrant, if in the
Company's opinion the delivery of Shares upon exercise of the Warrant would not
comply with any applicable federal or state securities laws; and without
limiting the foregoing, the Warrant may not be exercised by, or securities
issued to, any Warrantholder in any state in which such exercise would be
unlawful.
3.2 Payment of Exercise Price. Payment of the aggregate
Exercise Price shall be made in cash or by check, or any combination thereof.
3.3 Issuance of Certificate. Upon such surrender of the
Warrant and payment of such Exercise Price, the Company shall issue and cause to
be delivered to the Warrantholder and in the Warrantholder's name, a certificate
or certificates for the number of full Shares so purchased upon the exercise of
the Warrant, together with cash, as provided herein, in respect of any
fractional Share otherwise issuable upon such surrender. Such certificate or
certificates shall be deemed to have been issued and any person so designated to
be named therein shall be deemed to have become a holder of record of such
securities as of the date of surrender of the Warrant and payment of the
Exercise Price, as aforesaid, notwithstanding that the certificate or
certificates representing such securities shall not actually have been
delivered. The Warrant shall be exercisable, at the election of the
Warrantholder, either in full or from time to time in part and, in the event
that a certificate evidencing the Warrant is exercised in respect of less than
all of the Shares specified therein at any time prior to the Termination Date, a
new certificate evidencing the remaining portion of the Warrant will be issued
by the Company.
Section 4. Payment of Taxes.
The Company will pay all documentary stamp taxes, if any, attributable
to the initial issuance of the Warrant or the securities comprising the Shares;
provided, however, the Company shall not be required to pay any tax which may be
payable in respect of any transfer of the Warrant or the securities comprising
the Shares.
Section 5. Mutilated or Missing Warrants.
In case the certificate or certificates evidencing the Warrant shall be
mutilated, lost, stolen or destroyed, the Company shall, at the request of the
Warrantholder, issue and deliver in exchange and substitution for and upon
cancellation of the mutilated certificate or certificates, or in lieu of and
substitution for the certificate or certificates lost, stolen or destroyed, a
new Warrant certificate or certificates of like tenor and representing an
equivalent right or interest, but only upon receipt of evidence satisfactory to
the Company of such loss, theft or destruction of such Warrant and a bond of
indemnity, if requested, also satisfactory in form and amount, at the
applicant's cost. Applicants for such substitute Warrant certificate shall also
comply with such other reasonable regulations and pay such other reasonable
charges as the Company may prescribe.
-4-
<PAGE>
Section 6. Reservation of Shares.
There has been reserved, and the Company shall at all times keep
reserved so long as the Warrant remains outstanding, out of its authorized and
unissued Common Stock, such number of shares of Common Stock as shall be subject
to purchase under the Warrant.
Section 7. Adjustment of Number of Shares.
The number and kind of securities purchasable upon the exercise of the
Warrant and the Exercise Price shall be subject to adjustment from time to time
upon the happening of certain events, as follows:
7.1 Adjustments. The number of Shares purchasable upon the
exercise of the Warrant shall be subject to adjustment as follows:
(a) Stock Splits; Stock Dividends. In case the
Company shall (i) pay a dividend in Common Stock, (ii) subdivide its outstanding
Common Stock, (iii) combine its outstanding Common Stock into a smaller number
of shares of Common Stock, including without limitation any combination of its
outstanding Common Stock that may occur after October 1, 1997, or (iv) issue by
reclassification of its Common Stock other securities of the Company, then the
number of Shares purchasable upon exercise of the Warrant immediately prior
thereto shall be adjusted so that the Warrantholder shall be entitled to receive
upon exercise of the Warrant the kind and number of Shares or other securities
of the Company which it would have owned or would have been entitled to receive
immediately after the happening of any of the events described above, had the
Warrant been exercised immediately prior to the happening of such event or any
record date with respect thereto. Any adjustment made pursuant to this
subsection shall become effective immediately after the effective date of such
event, retroactive to the record date, if any, for such event.
(b) De Minimis Changes. No adjustment in the number
of Shares purchasable pursuant to the Warrant shall be required unless such
adjustment would require an increase or decrease of at least one percent in the
number of Shares then purchasable upon the exercise of all Commitment Warrants;
provided, however, that any adjustments which by reason of this subsection are
not required to be made immediately shall be carried forward and taken into
account in any subsequent adjustment.
(c) Corresponding Adjustment of Exercise Price.
Whenever the number of Shares purchasable upon the exercise of the Warrant is
adjusted, as herein provided, the Exercise Price payable upon exercise of the
Warrant shall be adjusted by multiplying such Exercise Price immediately prior
to such adjustment by a fraction, the numerator of which shall be the number of
Shares purchasable upon the exercise of the Warrant immediately prior to such
adjustment, and the denominator of which shall be the number of Shares so
purchasable immediately thereafter.
-5-
<PAGE>
(d) Notice of Adjustment. Whenever the number of
Shares purchasable upon the exercise of the Warrant is adjusted as herein
provided, the Company shall cause to be mailed to the Warrantholder within a
reasonable time thereafter notice of such adjustment setting forth the number of
Shares purchasable upon the exercise of the Warrant after such adjustment, a
brief statement of the facts requiring such adjustment and the computation by
which such adjustment was made.
7.2 No Adjustment for Dividends. Except as provided in
subsection 7.1(a), no adjustment in respect of any dividends or distributions
out of earnings shall be made during the term of the Warrant or upon the
exercise of the Warrant.
7.3 Preservation of Purchase Rights upon Reclassification,
Consolidation, etc.
(a) Subject to paragraph (b) of this Section, in case
of any consolidation of the Company with or merger of the Company into another
corporation where the Company will not be the surviving corporation, or in case
of any sale or conveyance to another corporation of the property, assets or
business of the Company as an entirety or substantially as an entirety (any such
event referred to as a "Merger or Sale"), the Company or such successor or
purchasing corporation, as the case may be, shall agree that the Warrantholder
shall have the right thereafter upon payment of the Exercise Price in effect
immediately prior to such action to purchase, upon exercise of the Warrant, the
kind and amount of shares and other securities and property which it would have
owned or have been entitled to receive after the happening of such Merger or
Sale had the Warrant been exercised immediately prior to such action. Any such
agreements referred to in this subsection shall provide for adjustments, which
shall be as nearly equivalent as may be practicable to the adjustments provided
for in this Section. The provisions of this subsection shall similarly apply to
successive Mergers or Sales.
(b) Notwithstanding the foregoing provisions, if the
surviving, successor or purchasing corporation does not agree to the provisions
set forth in paragraph (a) above, or if the Board of Directors of the Company
determines that the Warrants should not be outstanding following consummation of
such Merger or Sale, then the Company shall deliver a notice to each
Warrantholder at least 20 days before the consummation of such Merger or Sale,
the Warrantholder may exercise the Warrant at any time before the consummation
of such Merger or Sale (and such exercise may be made contingent upon the
consummation of such Merger or Sale), and any portion of the Warrant that has
not been exercised before consummation of such Merger or Sale shall terminate
and expire, and shall no longer be outstanding.
7.4 Independent Public Accountants. The Company may retain a
firm of independent public accountants of recognized national standing (which
may be any such firm regularly employed by the Company) to make any computation
required under this Section, and a certificate signed by such firm shall be
conclusive evidence of the correctness of any computation made under this
Section.
7.5 Statement on Warrant Certificates. Irrespective of any
adjustments in the number of securities issuable upon exercise of the Warrant,
the Warrant certificates
-6-
<PAGE>
theretofore or thereafter issued may continue to express the same number of
securities as are stated in the similar Warrant certificate initially issued.
However, the Company may, at any time in its sole discretion (which shall be
conclusive), make any change in the form of Warrant certificate that it may deem
appropriate and that does not affect the substance thereof; and any Warrant
certificate thereafter issued, whether upon registration of transfer of, or in
exchange or substitution for, an outstanding Warrant certificate, may be in the
form so changed.
Section 8. Fractional Interests.
The Company shall not be required to issue fractional Shares on the
exercise of the Warrant. If any fraction of a Share would, except for the
provisions of this Section, be issuable on the exercise of the Warrant (or
specified portion thereof), the Company shall pay an amount in cash equal to the
then fair market value of a share of Common Stock (as determined in good faith
by the Board of Directors of the Company) multiplied by such fraction.
Section 9. No Rights as Shareholder; Notices to Warrantholder.
Nothing contained in this Warrant shall be construed as conferring upon
the Warrantholder or its transferees any rights as a shareholder of the Company,
including the right to vote, receive dividends, consent or receive notices as a
shareholder in respect of any meeting of shareholders for the election of
directors of the Company or any other matter.
Section 10. Restrictions on Transfer.
The Warrantholder agrees that prior to making any sale, transfer,
pledge, assignment, hypothecation, or other disposition (each, a "Transfer") of
the Warrant or Shares, the Warrantholder shall give written notice to the
Company describing the manner in which any such proposed Transfer is to be made
and providing such additional information regarding the Transfer as the Company
reasonably requests. If the Company so requests, the Warrantholder shall at its
expense provide the Company with an opinion of counsel (which counsel must be
reasonably satisfactory to the Company) to the holder, in form and substance
satisfactory to the Company, that the proposed Transfer complies with applicable
federal and state securities laws. The Company shall have no obligation to
Transfer any Securities unless the holder thereof has complied with the
foregoing provisions, and any such attempted Transfer shall be null and void.
Section 11. Certain Representations and Warranties of Warrantholder.
Warrantholder represents and warrants to, and agrees with, the Company,
that:
-7-
<PAGE>
(a) Purchase for Own Account. This Warrant and the Shares are
being acquired for investment for Warrantholder's own account, not as a nominee
or agent, and not with a view to the public resale or distribution thereof
within the meaning of the Act, and such Warrantholder has no present intention
of selling, granting any participation in, or otherwise distributing the same.
(b) Disclosure of Information. Warrantholder has received or
has had full access to all the information it considers necessary or appropriate
to make an informed investment decision with respect to the Warrant.
Warrantholder has had an opportunity to ask questions and receive answers from
the Company regarding the terms and conditions of the Warrant and the Shares and
to obtain additional information necessary to verify any information furnished
to Warrantholder or to which Warrantholder had access.
(c) Investment Experience. Warrantholder understands that the
receipt of the Warrants and the purchase of the Shares involve substantial risk.
Warrantholder: (i) has experience as an investor in securities of companies in
the development stage and acknowledges that it is able to fend for itself, can
bear the economic risk of such investment in the Warrants and Shares and has
such knowledge and experience in financial or business matters that
Warrantholder is capable of evaluating the merits and risks of this investment
in the Warrants and Shares and protecting his or her own interests in connection
with this investment and/or (ii) has a preexisting personal or business
relationship with the Company and certain of its officers, directors or
controlling persons of a nature and duration that enables Warrantholder to be
aware of the character, business acumen and financial circumstances of such
persons.
(d) Restricted Securities. Warrantholder understands that the
Warrants and the Shares are characterized as "restricted securities" under the
Act inasmuch as they are being acquired from the Company in a transaction not
involving a public offering and that under the Act and applicable regulations
thereunder such securities may be resold without registration under the Act only
in certain limited circumstances. In this connection, Warrantholder represents
that Warrantholder is familiar with Rule 144 of the Securities and Exchange
Commission, as presently in effect, and understands the resale limitations
imposed thereby and by the Securities Act. Warrantholder understands that the
Company is under no obligation to register any of the securities sold hereunder
except as provided in Section 12 below.
(e) Further Limitations on Disposition. Without in any way
limiting the representations set forth above, Warrantholder further agrees not
to make any disposition of the Warrant or all or any portion of the Shares
unless and until:
(i) there is then in effect a registration statement
under the Act covering such proposed disposition and such disposition is made in
accordance with such registration statement; or
(ii) (A) Warrantholder shall have notified the
Company of the proposed disposition and shall have furnished the Company with a
statement of the circumstances surrounding the proposed disposition, and (ii)
Warrantholder shall have furnished the Company, at the expense of Warrantholder
or its transferee, with an opinion of
-8-
<PAGE>
counsel, reasonably satisfactory to the Company, that such disposition will not
require registration of such securities under the Act.
Notwithstanding the provisions of paragraphs (i) and (ii) above, no such
registration statement or opinion of counsel shall be required: (1) for any
transfer of any Shares in compliance with SEC Rule 144 or (2) for the transfer
by gift, will or intestate succession by Warrantholder to his or her spouse or
lineal descendants or ancestors or any trust for any of the foregoing; provided
that in each of the foregoing cases the transferee agrees in writing to be
subject to the terms of this Section 11 to the same extent as if the transferee
were the original Warrantholder.
(f) Legends. It is understood that the certificates evidencing
the Warrant Shares will bear the legends set forth below:
(i) THE SECURITIES REPRESENTED BY THIS WARRANT
CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE
"ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, EXCHANGED, PLEDGED,
HYPOTHECATED OR TRANSFERRED IN ANY MANNER (A "TRANSFER") EXCEPT IN COMPLIANCE
WITH THE TERMS OF THIS WARRANT, THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS
OR THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THESE SECURITIES
SATISFACTORY TO THE COMPANY, STATING THAT SUCH TRANSFER IS EXEMPT FROM THE
REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF THE ACT AND COMPLIES WITH
APPLICABLE STATE SECURITIES LAWS.
(ii) Any legend required by the laws of the State of
California:
The legend set forth in (i) above shall be removed by the Company from any
certificate evidencing Shares upon delivery to the Company of an opinion by
counsel, reasonably satisfactory to the Company, that a registration statement
under the Act is at that time in effect with respect to the legended security or
that such security can be freely transferred in a public sale without such a
registration statement being in effect and that such transfer will not
jeopardize the exemption or exemptions from registration pursuant to which the
Company issued the Shares.
Section 12. Registration Rights.
The Company will use all reasonable efforts to register, on a
registration statement that the Company intends to file during 2000, either the
issuance of shares of Common Stock issuable upon exercise of the Warrant or the
resale of such shares. The Warrantholder agrees to cooperate with the Company
and provide such information as the Company reasonably requests in connection
with such registration.
Section 13. Miscellaneous.
-9-
<PAGE>
13.1 Notices. Any notice pursuant to this Warrant by the
Company or by a Warrantholder or a holder of Shares shall be in writing and
shall be deemed to have been duly given if delivered or mailed by certified
mail, return receipt requested:
(a) If to a Warrantholder or a holder of Shares, addressed to
the holder's address on the books of the Company or the Company's transfer
agent; and
(b) If to the Company addressed to it at the Company's
principal executive offices, Attention: President.
Each party may from time to time change the address to which notices to
it are to be delivered or mailed hereunder by notice in accordance herewith to
the other party.
13.2 Successors. All the covenants and provisions of this
Warrant by or for the benefit of the Company, the Warrantholder, or the holders
of Shares, shall bind and inure to the benefit of their respective successors
and assigns hereunder.
13.3 Applicable Law; Consent to Jurisdiction. This Warrant
shall be governed by and construed in accordance with the laws of the State of
California, without giving effect to the choice of law or conflict of laws
principles thereof. Warrantholder and the Company each consent to the exclusive
jurisdiction and venue of the federal and state court in the district in which
the Company's principal executive offices are then-located for purposes of any
action arising out of or relating to this Warrant, and agrees that service of
process in any such action may be effected by means of the procedures set forth
in Section 13.1 above for giving notices under this Warrant.
13.4 Benefits of this Warrant. Nothing in this Warrant shall
be construed to give to any person or corporation other than the Company, the
Warrantholder and the holders of Shares, any legal or equitable right, remedy or
claim under this Warrant, and this Warrant shall be for the sole and exclusive
benefit of the Company, the Warrantholder and the holders of Shares.
13.5 Amendment. Neither this Warrant nor any term hereof may
be amended, waived, discharged or terminated other than by a written instrument
signed by the party against whom enforcement of any such amendment, waiver,
discharge or termination is sought.
13.6 Entire Agreement. This Warrant constitutes the full and
entire understanding and agreement between the parties with regard to the
subject matter hereof, and no party shall be liable or bound to any other in any
manner by any representations, warranties, covenants, and agreements except as
specifically set forth herein and therein. Nothing in this Warrant, expressed or
implied, is intended to confer upon any party, other than the parties hereto,
and their respective successors and assigns, any rights, remedies, obligations,
or liabilities under or by reason of this Warrant, except as expressly provided
herein.
13.7 Separability. Any invalidity, illegality, or limitation
of the enforceability with respect to any party of any one or more of the
provisions of this Warrant,
-10-
<PAGE>
or any part thereof, whether arising by reason of the law of any such party's
domicile or otherwise, shall in no way affect or impair the validity, legality,
or enforceability of this Warrant with respect to all other parties. In case any
provision of this Warrant shall be invalid, illegal, or unenforceable, the
validity, legality, and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.
13.8 Counterparts. This Warrant may be executed in any number
of counterparts, each of which shall be an original, but all of which together
shall constitute one instrument.
[Remainder of this page intentionally left blank]
-11-
<PAGE>
IN WITNESS WHEREOF, the Company has caused this Warrant to be duly
executed, all as of the day and year first above written.
CELLEGY PHARMACEUTICALS, INC.
By: /s/ A. Richard Juelis
----------------------------------------
A. Richard Juelis
Chief Financial Officer
Attest:
------------------------------
-12-
<PAGE>
CELLEGY PHARMACEUTICALS, INC.
PURCHASE FORM
Cellegy Pharmaceuticals, Inc.
349 Oyster Point Blvd., Suite 200
South San Francisco, CA 94080
The undersigned hereby irrevocably elects to exercise the right of
purchase represented by the within Warrant Certificate for, and to purchase
thereunder, __________ share of Common Stock (the "Shares") provided for
therein, and requests that certificates for the Shares be issued in the name of:
--------------------------------------
(Please Print or Type Name, Address and Social Security Number)
--------------------------------------
--------------------------------------
and, if said number of Shares shall not be all the Shares purchasable hereunder,
that a new Warrant Certificate for the balance of the Shares purchasable under
the within Warrant Certificate be registered in the name of the undersigned
Warrantholder or the undersigned's assignee as below indicated and delivered to
the address stated below.
Dated: _________________________________
Name of Warrantholder
or Assignee:____________________________
(Please Print)
Address:________________________________
________________________________
Signature:______________________________
Note: The above signature must correspond with the name as written upon the face
of this Warrant Certificate in every particular, without alteration or
enlargement or any change whatever, unless these Warrants have been assigned.
Signature Guaranteed:___________________
(Signature must be guaranteed by a bank or trust company having an office or
correspondence in the United States or by a member firm of a registered
securities exchange or the National Association of Securities Dealers, Inc.)
<PAGE>
ASSIGNMENT
(To be signed only upon assignment of Warrants)
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
Name and Address of Assignee Must Be Printed or Typewritten
--------------------------------------
--------------------------------------
--------------------------------------
the within Warrants, hereby irrevocably constituting and appointing
___________________, Attorney to transfer said Warrants on the books of the
Company, with full power of substitution in the premises.
Dated:
-------------------------------------------------------------------------
Signature of Registered Holder
Note: The signature on this assignment must correspond with the name as it
appears upon the face of the within Warrant Certificate in every particular,
without alteration or enlargement or any change whatever.
Signature Guaranteed:______________________
(Signature must be guaranteed by a bank or trust company having an office or
correspondence in the United States or by a member firm of a registered
securities exchange or the National Association of Securities Dealers, Inc.)
