<PAGE>
EXHIBIT 10.33
EXHIBIT B
Void after 5:00 p.m. New York Time, on [________, ______]
Warrant to Purchase __________ Shares of Common Stock or such
additional shares as this Warrant may entitle the holder
to purchase pursuant to provisions of this Warrant.
WARRANT TO PURCHASE COMMON STOCK
OF
3-DIMENSIONAL PHARMACEUTICALS, INC.
This is to Certify That, FOR VALUE RECEIVED, __________ or assigns
("Holder"), is entitled to purchase, subject to the provisions of this Warrant,
from 3-Dimensional Pharmaceuticals, Inc., a Delaware corporation (the
"Company"), _______ fully paid, validly issued and nonassessable shares of
Common Stock, par value $.001 per share, of the Company ("Common Stock") at a
price of $____ per share during the Exercise Period (as defined below). The
number of shares of Common Stock to be received upon the exercise of this
Warrant and the price to be paid for each share of Common Stock may be adjusted
from time to time as hereinafter set forth. The shares of Common Stock
deliverable upon such exercise, and as adjusted from time to time, are
hereinafter sometimes referred to as "Warrant Shares" and the exercise price of
a share of Common Stock in effect at any time and as adjusted from time to time
is hereinafter sometimes referred to as the "Exercise Price". This Warrant is
being issued in connection with the issuance by the Company of Warrants to
purchase shares of Common Stock and promissory notes in the aggregate principal
amount of up to $______________ (the "Notes"), pursuant to a Loan Agreement
dated as of _________________ (the "Agreement").
a. EXERCISE OF WARRANT.
i. This Warrant may be exercised in whole or in part at any
time or from time to time on or after _____, _____ until 5 p.m.
New York City Time on _____, _____ (the "Exercise Period");
provided, however, that if such day is a day on which banking
institutions in the State of New York are authorized by law to
close, then on the next succeeding day which shall not be such a
day. This Warrant may be exercised by presentation and surrender
hereof to the Company at its principal office, or at the office
of its stock transfer agent, if any, with the Purchase Form
annexed hereto duly executed and accompanied by payment of the
Exercise Price for the number of Warrant Shares specified in such
form. As soon as practicable after each such exercise of the
warrants, but not later than seven (7) days from the date of such
exercise, the Company shall issue and deliver to the Holder a
certificate or certificate for the Warrant Shares issuable upon
such exercise, registered in the name of the
<PAGE>
Holder or its designee. If this Warrant should be exercised in
part only, the Company shall, upon surrender of this Warrant for
cancellation, execute and deliver a new Warrant evidencing the
rights of the Holder thereof to purchase the balance of the
Warrant Shares purchasable thereunder. Upon receipt by the
Company of this Warrant at its office, or by the stock transfer
agent of the Company at its office, in proper form for exercise,
the Holder shall be deemed to be the holder of record of the
shares of Common Stock issuable upon such exercise,
notwithstanding that the stock transfer books of the Company
shall then be closed or that certificates representing such
shares of Common Stock shall not then be physically delivered to
the Holder.
ii. At any time during the Exercise Period, the Holder may, at
its option, exchange this Warrant, in whole or in part (a
"Warrant Exchange") into the number of Warrant Shares determined
in accordance with this Section (a)(2), by surrendering this
Warrant at the principal office of the Company or at the office
of its stock transfer agent, accompanied by a notice stating such
Holder's intent to effect such exchange, the number of Warrant
Shares to be exchanged and the date on which the Holder requests
that such Warrant Exchange occur (the "Notice of Exchange"). The
Warrant Exchange shall take place on the date specified in the
Notice of Exchange or, if later, the date the Notice of Exchange
is received by the Company (the "Exchange Date"). Certificates
for the shares issuable upon such Warrant Exchange and, if
applicable, a new warrant of like tenor evidencing the balance of
the shares remaining subject to this Warrant, shall be issued as
of the Exchange Date and delivered to the Holder within seven (7)
days following the Exchange Date. In connection with any Warrant
Exchange, this Warrant shall represent the right to subscribe for
and acquire the number of Warrant Shares (rounded to the next
highest integer) equal to (i) the number of Warrant Shares
specified by the Holder in its Notice of Exchange (the "Total
Number") less (ii) the number of Warrant Shares equal to the
quotient obtained by dividing (A) the product of the Total Number
and the existing Exercise Price by (B) the Fair Market Value.
"Fair Market Value" shall mean: (1) if the Common Stock is listed
on a National Securities Exchange or admitted to unlisted trading
privileges on such exchange or listed for trading on the NASDAQ
system, the average of the last reported sale prices of the
Common Stock on such exchange or system for the twenty (20)
business days ending on the last business day prior to the date
for which the determination is being made; or (2) if the Common
Stock is not so listed or admitted to unlisted trading
privileges, the average of the means of the last reported bid and
asked prices reported by the National Quotation Bureau, Inc. for
the twenty (20) business days ending on the last business day
prior to the date for which the determination is being made; or
(3) if the Common Stock is not so listed or admitted to unlisted
trading privileges and bid and asked prices are not so reported,
an amount, not less than book value thereof as at the
<PAGE>
end of the most recent fiscal year of the Company ending prior to
the Exchange Date, determined in such reasonable manner as may be
prescribed by the Board of Directors of the Company.
b. RESERVATION OF SHARES. The Company shall at all times reserve for
issuance and/or delivery upon exercise of this Warrant such number of
shares of its Common Stock as shall be required for issuance and
delivery upon exercise of the Warrants.
c. FRACTIONAL SHARES. No fractional shares or script representing
fractional shares shall be issued upon the exercise of this Warrant.
With respect to any fraction of a share called for upon any exercise
hereof, the Company shall pay to the Holder an amount in cash equal to
such fraction multiplied by the Fair Market Value of a share.
d. EXCHANGE, TRANSFER, ASSIGNMENT OR LOSS OF WARRANT.
(1) This Warrant is exchangeable, without expense, at the
option of the Holder, upon presentation and surrender hereof
to the Company or at the office of its stock transfer agent,
if any, for other warrants of different denominations
entitling the holder thereof to purchase in the aggregate
the same number of shares of Common Stock purchasable
hereunder. Subject to the restrictions set forth in
subparagraph (ii) below, upon surrender of this Warrant to
the Company at its principal office or at the office of its
stock transfer agent, if any, with the Assignment Form
annexed hereto duly executed and funds sufficient to pay any
transfer tax, the Company shall, without charge, execute and
deliver a new Warrant in the name of the assignee named in
such instrument of assignment and this Warrant shall
promptly be canceled. This Warrant may be divided or
combined with other warrants which carry the same rights
upon presentation hereof at the principal office of the
Company or at the office of its stock transfer agent, if
any, together with a written notice specifying the names and
denominations in which new Warrants are to be issued and
signed by the Holder hereof. The term "Warrant" as used
herein includes any Warrants into which this Warrant may be
divided or exchanged. Upon receipt by the Company of
evidence satisfactory to it of the loss, theft, destruction
or mutilation of this Warrant, and (in the case of loss,
theft or destruction) of reasonably satisfactory
indemnification, and upon surrender and cancellation of this
Warrant, if mutilated, the Company will execute and deliver
a new Warrant of like tenor and date. Any such new Warrant
executed and delivered shall constitute an additional
contractual obligation on the part of the Company, whether
or not this Warrant so lost, stolen, destroyed, or mutilated
shall be at any time enforceable by
<PAGE>
anyone.
(2) This Warrant and the shares of Common Stock issuable
upon exercise hereof have not been registered under the
Securities Act of 1933, as amended, or state securities laws
by reason of an exemption therefrom. The shares of Common
Stock issuable upon exercise of this Warrant are not
transferable except as provided in the Agreement and the
Stockholders' Agreement dated as of ____________, as amended
from time to time ("Stockholders' Agreement"). Shares of
Common Stock issuable upon exercise of this Warrant will
bear an appropriate legend to this effect. The restrictions
contained herein shall be binding on any transferee of the
Common Stock issuable upon exercise of this Warrant and the
Company may require any such transferee to execute an
instrument agreeing in writing to be bound by these
restrictions as a condition to transfer.
e. 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 equity, and the rights of the Holder are limited to those expressed
in the Warrant and are not enforceable against the Company except to
the extent set forth herein.
f. ANTI-DILUTION PROVISIONS. The Exercise Price in effect at any
time and the number and kind of securities purchasable upon the
exercise of the Warrants shall be subject to adjustment from time to
time upon the happening of certain events as follows:
i. In case the Company shall (i) declare a dividend or make a
distribution on its outstanding shares of Common Stock in shares of
Common Stock, (ii) subdivide or reclassify its outstanding shares of
Common Stock into a greater number of shares, or (iii) combine or
reclassify its outstanding shares of Common Stock into a smaller
number of shares, the Exercise Price in effect at the time of the
record date for such dividend or distribution or of the effective date
of such subdivision, combination or reclassification shall be adjusted
so that it shall equal the price determined by multiplying the
Exercise Price by a fraction, the denominator of which shall be the
number of shares of Common Stock outstanding after giving effect to
such action, and the numerator of which shall be the number of shares
of Common Stock outstanding immediately prior to such action. Such
adjustment shall be made successively whenever any event listed above
shall occur.
ii. In case the Company shall fix a record date for the issuance of
rights or warrants to all holders of its Common Stock entitling them
to subscribe for or purchase shares of Common Stock (or securities
convertible into Common Stock) at a price (the "Subscription Price")
(or
<PAGE>
having a conversion price per share) less than the Exercise Price on
the record date mentioned below, the Exercise Price shall be adjusted
so that the same shall equal the price determined by multiplying the
Exercise Price in effect immediately prior to the date of issuance by
a fraction, the numerator of which shall be the sum of the number of
shares outstanding on the record date mentioned below and the number
of additional shares of Common Stock which the aggregate offering
price of the total number of shares of Common Stock so offered (or the
aggregate conversion price of the convertible securities so offered)
would purchase at the Exercise Price in effect immediately prior to
the date of such issuance, and the denominator of which shall be the
sum of the number of shares of Common Stock outstanding on the record
date mentioned below and the number of additional shares of Common
Stock offered for subscription or purchase (or into which the
convertible securities so offered are convertible). Such adjustment
shall be made successively whenever such rights or warrants are issued
and shall become effective immediately after the record date for the
determination of shareholders entitled to receive such rights or
warrants; and to the extent that shares of Common Stock are not
delivered (or securities convertible into Common Stock are not
delivered) after the expiration of such rights or warrants the
Exercise Price shall be readjusted to the Exercise Price which would
then be in effect had the adjustments made upon the issuance of such
rights or warrants been made upon the basis of delivery of only the
number of shares of Common Stock (or securities convertible into
Common Stock) actually delivered.
iii. In case the Company shall hereafter distribute to the holders of
its Common Stock evidences of its indebtedness or assets (excluding
cash dividends or distributions and dividends or distributions
referred to in Subsection (1) above) or subscription rights or
warrants (excluding those referred to in Subsection (2) above), then
in each such case the Exercise Price in effect thereafter shall be
determined by multiplying the Exercise Price in effect immediately
prior thereto by a fraction, the numerator of which shall be the total
number of shares of Common Stock outstanding multiplied by the Fair
Market Value per share of Common Stock, less the fair market value (as
determined by the Company's Board of Directors) of said assets or
evidences of indebtedness so distributed or of such rights or
warrants, and the denominator of which shall be the total number of
shares of Common Stock outstanding multiplied by the Fair Market Value
per share of Common Stock. Such adjustment shall be made successively
whenever such a record date is fixed. Such adjustment shall be made
whenever any such distribution is made and shall become effective
immediately after the record date for the determination of
shareholders entitled to receive such distribution.
<PAGE>
iv. Whenever the Exercise Price payable upon exercise of each Warrant
is adjusted pursuant to Subsections (1), (2) or (3) above, the number
of Shares purchasable upon exercise of this Warrant shall
simultaneously be adjusted by multiplying the number of Shares
initially issuable upon exercise of this Warrant by the Exercise Price
in effect on the date hereof and dividing the product so obtained by
the Exercise Price, as adjusted.
v. No adjustment in the Exercise Price shall be required unless such
adjustment would require an increase or decrease of at least 5% in
such price; provided, however, that any adjustments which by reason of
this Subsection (5) are not required to be made shall be carried
forward and taken into account in any subsequent adjustment required
to be made hereunder. All calculations under this Section (f) shall be
made to the nearest cent or to the nearest one-hundredth of a share,
as the case may be. Anything in this Section (f) to the contrary
notwithstanding, the Company shall be entitled, but shall not be
required, to make such changes in the Exercise Price, in addition to
those required by this Section (f), as it shall determine, in its sole
discretion, to be advisable in order that any dividend or distribution
in shares of Common Stock, or any subdivision, reclassification or
combination of Common Stock, hereafter made by the Company shall not
result in any Federal Income tax liability to the holders of Common
Stock or securities convertible into Common Stock (including
Warrants).
vi. Whenever the Exercise Price is adjusted, as herein provided, the
Company shall promptly but no later than 10 days after any request for
such an adjustment by the Holder, cause a notice setting forth the
adjusted Exercise Price and adjusted number of Shares issuable upon
exercise of each Warrant, and, if requested, information describing
the transactions giving rise to such adjustments, to be mailed to the
Holders at their last addresses appearing in the Warrant Register, and
shall cause a certified copy thereof to be mailed to its transfer
agent, if any. The Company may retain a firm of independent certified
public accountants selected by the Board of Directors (who may be the
regular accountants employed by the Company) to make any computation
required by this Section (f), and a certificate signed by such firm
shall be conclusive evidence of the correctness of such adjustment.
vii. In the event that at any time, as a result of an adjustment made
pursuant to Subsection (1) above, the Holder of this Warrant
thereafter shall become entitled to receive any shares of the Company,
other than Common Stock, thereafter the number of such other shares so
receivable upon exercise of this Warrant shall be subject to
adjustment from time to time in a manner and on terms as nearly
equivalent as practicable to the
<PAGE>
provisions with respect to the Common Stock contained in
Subsections (1) to (6), inclusive above.
viii. Irrespective of any adjustments in the Exercise Price or the
number or kind of shares purchasable upon exercise of this
Warrant, Warrants theretofore or thereafter issued may continue
to express the same price and number and kind of shares as are
stated in the similar Warrants initially issuable pursuant to the
Agreement.
g. OFFICER'S CERTIFICATE. Whenever the Exercise Price shall be
adjusted as required by the provisions of the foregoing Section, the
Company shall forthwith file in the custody of its Secretary or an
Assistant Secretary at its principal office and with its stock transfer
agent, if any, an officer's certificate showing the adjusted Exercise Price
determined as herein provided, setting forth in reasonable detail the facts
requiring such adjustment, including a statement of the number of
additional shares of Common Stock, if any, and such other facts as shall be
necessary to show the reason for and the manner of computing such
adjustment. Each such officer's certificate shall be made available at all
reasonable times for inspection by the holder or any holder of a Warrant
executed and delivered pursuant to Section (a) and the Company shall,
forthwith after each such adjustment, mail a copy by certified mail of such
certificate to the Holder or any such holder.
h. NOTICES TO WARRANT HOLDERS. So long as this Warrant shall be
outstanding, (i) if the Company shall pay any dividend or make any
distribution upon the Common Stock or (ii) if the Company shall offer to
the holders of Common Stock for subscription or purchase by them any share
of any class or any other rights or (iii) if any capital reorganization of
the Company, reclassification of the capital stock of the Company,
consolidation or merger of the Company with or into another corporation,
sale, lease or transfer of all or substantially all of the property and
assets of the Company to another corporation, or voluntary or involuntary
dissolution, liquidation or winding up of the Company shall be effected,
then in any such case, the Company shall cause to be mailed by certified
mail to the Holder, at least fifteen days prior to the date specified in
(x) or (y) below, as the case may be, a notice containing a brief
description of the proposed action and stating the date on which (x) a
record is to be taken for the purpose of such dividend, distribution or
rights, or (y) such reclassification, reorganization, consolidation,
merger, conveyance, lease, dissolution, liquidation or winding up is to
take place and the date, if any is to be fixed, as of which the holders of
Common Stock or other securities shall receive cash or other property
deliverable upon such reclassification, reorganization, consolidation,
merger, conveyance, dissolution, liquidation or winding up.
i. RECLASSIFICATION, REORGANIZATION OR MERGER. In case of any
reclassification, capital reorganization or other change of outstanding
shares of Common Stock of the Company, or in case of any consolidation or
merger of
<PAGE>
the Company with or into another corporation (other than a merger with a
subsidiary in which merger the Company is the continuing corporation and
which does not result in any reclassification, capital reorganization or
other change of outstanding shares of Common Stock of the class issuable
upon exercise of this Warrant) or in case of any sale, lease or conveyance
to another corporation of the property of the Company as an entirety, the
Company shall, as a condition precedent to such transaction, cause
effective provisions to be made so that the Holder shall have the right
thereafter by exercising this Warrant at any time prior to the expiration
of the Warrant, to purchase the kind and amount of shares of stock and
other securities and property receivable upon such reclassification,
capital reorganization and other change, consolidation, merger, sale or
conveyance by a holder of the number of shares of Common Stock which might
have been purchased upon exercise of this Warrant immediately prior to such
reclassification, change, consolidation, merger, sale or conveyance. Any
such provision shall include provision for adjustments which shall be as
nearly equivalent as may be practicable to the adjustments provided for in
this Warrant. The foregoing provisions of this Section (i) shall similarly
apply to successive reclassifications, capital reorganizations and changes
of shares of Common Stock and to successive consolidations, mergers, sales
or conveyances. In the event that in connection with any such capital
reorganization or reclassification, consolidation, merger, sale or
conveyance, additional shares of Common Stock shall be issued in exchange,
conversion, substitution or payment, in whole or in part, for a security of
the Company other than Common Stock, any such issue shall be treated as an
issue of Common Stock covered by the provisions of Subsection (1) of
Section (f) hereof.
j. REGISTRATION UNDER THE SECURITIES ACT OF 1933. Pursuant to the
Stockholders' Agreement, the Warrant Shares are deemed to be Registrable
Securities for purposes of Section 6 of the Stockholders' Agreement which
grants certain registration rights to Holders (as defined in the
Stockholders' Agreement) of Registrable Securities.
3-DIMENSIONAL PHARMACEUTICALS, INC.
By
-----------------------------
[SEAL]
Dated: [_______________, _______]
Attest:
------------------------------
Secretary
<PAGE>
PURCHASE FORM
-------------
Dated _________________, _____
The undersigned hereby irrevocably elects to exercise the within Warrant to
the extent of purchasing ________ shares of Common Stock and hereby makes
payment of in payment of the actual exercise price thereof
------
INSTRUCTIONS FOR REGISTRATION OF STOCK
--------------------------------------
Name
--------------------------------------------
(Please typewrite or print in block letters)
Address
-----------------------------------------
Signature
----------------------------------------
---------
ASSIGNMENT FORM
---------------
FOR VALUE RECEIVED, ______________________hereby sells, assigns and
transfers unto
Name
--------------------------------------------
(Please typewrite or print in block letters)
Address
-----------------------------------------
the right to purchase Common Stock represented by this Warrant to the extent of
________shares as to which such right is exercisable and does hereby irrevocably
constitute and appoint ________________ Attorney, to transfer the same on the
books of the Company with full power of substitution in the premises.
Date ___________, ______
Signature
----------------------------------------
<PAGE>
EXHIBIT 10.33
3-Dimensional Pharmaceuticals, Inc.
Schedule of Holders of Certain Warrants to Purchase Common Stock
<TABLE>
<CAPTION>
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Shares Date
Warrant Holder Entitled to Warrant Exercise Expiration
Purchase (1) Issued Price (1) Date
---------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Abingworth Bioventures 309,656 11/18/99 1.25 11/17/09
-------------
Abingworth Bioventures Total 309,656
Aetna Life Insurance 89,797 11/18/99 1.25 11/17/09
-------------
Aetna Life Insurance Total 89,797
American Stock Transfer 20,000 09/20/96 0.01 09/20/06
American Stock Transfer 20,001 05/12/96 0.01 05/12/06
American Stock Transfer 10,521 03/12/96 0.01 03/12/06
-------------
American Stock Transfer Total 50,522
BB Biotech 552,547 11/18/99 1.25 11/17/09
-------------
BB Biotech Total 552,547
Comdisco 54,113 04/25/95 1.00 04/24/05
-------------
Comdisco Total 54,113
Comdisco (CDC Realty, Inc.) 161,415 03/07/94 1.00 03/06/04
-------------
Comdisco (CDC Realty, Inc.) Total 161,415
Gregory Stento 17,935 03/07/94 1.00 03/06/04
Gregory Stento 6,012 04/25/95 1.00 04/24/05
-------------
Gregory Stento Total 23,947
H Rothman 1,000 03/12/97 0.01 03/12/07
H Rothman 4,200 09/20/96 0.01 09/20/06
H Rothman 3,999 05/12/96 0.01 05/12/06
H Rothman 1,273 03/12/96 0.01 03/12/06
H Rothman 10,500 11/18/99 1.25 11/17/09
-------------
H Rothman Total 20,972
HCV III 63,257 03/12/97 0.01 03/12/07
HCV III 161,839 09/20/96 0.01 09/20/06
HCV III 101,922 05/12/96 0.01 05/12/06
HCV III 118,682 03/12/96 0.01 03/12/06
HCV III 134,900 02/15/96 0.01 02/14/06
HCV III 190,585 07/14/95 0.01 07/13/05
HCV III 1,082,200 11/18/99 1.25 11/17/09
-------------
HCV III Total 1,853,385
HCV IV 18,577 03/12/97 0.01 03/12/07
HCV IV 47,526 09/20/96 0.01 09/20/06
HCV IV 29,934 05/12/96 0.01 05/12/06
HCV IV 34,852 03/12/96 0.01 03/12/06
HCV IV 39,615 02/15/96 0.01 02/14/06
HCV IV 55,966 07/14/95 0.01 07/13/05
HCV IV 317,800 11/18/99 1.25 11/17/09
-------------
HCV IV Total 544,270
Hudson Trust 2,225 03/12/97 0.01 03/12/07
Hudson Trust 6,684 09/20/96 0.01 09/20/06
Hudson Trust 6,684 05/12/96 0.01 05/12/06
Hudson Trust 4,902 03/12/96 0.01 03/12/06
-------------
Hudson Trust Total 20,495
PVI 29,332 07/14/95 0.01 07/13/05
-------------
PVI Total 29,332
Rho Management Trust II 14,941 03/12/97 0.01 03/12/07
Rho Management Trust II 59,751 09/20/96 0.01 09/20/06
Rho Management Trust II 131,853 05/12/96 0.01 05/12/06
Rho Management Trust II 43,403 03/12/96 0.01 03/12/06
Rho Management Trust II 25,485 02/15/96 0.01 02/14/06
Rho Management Trust II 10,002 07/14/95 0.01 07/13/05
Rho Management Trust II 14,115 07/14/95 0.01 07/13/05
Rho Management Trust II 1,050,000 11/18/99 1.25 11/17/09
-------------
Rho Management Trust II Total 1,349,550
Senmed Medical Ventures 87,500 11/18/99 1.25 11/17/09
-------------
Senmed Medical Ventures Total 87,500
Transamerica Business Credit 12,600 06/12/97 2.50 06/12/07
-------------
Transamerica Business Credit Total 12,600
-------------
Grand Total 5,160,101
=============
</TABLE>
(1) Subject to adjustment in accordance with the terms of each such warrant.
