Exhibit
4.12


 


 


ALLOS
THERAPEUTICS, INC.


 


 


and


 


 


                       ,
As Warrant Agent


 


 


FORM OF
COMMON STOCK

WARRANT AGREEMENT


 


 


Dated As Of
                                               


 

















 


TABLE OF
CONTENTS


 


	
  ARTICLE
  1

  	
  ISSUANCE OF WARRANTS AND EXECUTION AND 
  DELIVERY OF WARRANT CERTIFICATES

  	
   

  
	
   

  	
   

  	
   

  
	
  1.1

  	
  Issuance of Warrants

  	
   

  
	
   

  	
   

  	
   

  
	
  1.2

  	
  Execution
  and Delivery of Warrant Certificates

  	
   

  
	
   

  	
   

  	
   

  
	
  1.3

  	
  Issuance of Warrant
  Certificates

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  2

  	
  WARRANT PRICE, DURATION AND EXERCISE OF
  WARRANTS

  	
   

  
	
   

  	
   

  	
   

  
	
  2.1

  	
  Warrant Price

  	
   

  
	
   

  	
   

  	
   

  
	
  2.2

  	
  Duration of Warrants

  	
   

  
	
   

  	
   

  	
   

  
	
  2.3

  	
  Exercise of Warrants

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  3

  	
  OTHER PROVISIONS RELATING TO RIGHTS OF
  HOLDERS OF WARRANT CERTIFICATES

  	
   

  
	
   

  	
   

  	
   

  
	
  3.1

  	
  No
  Rights as Warrant Securityholder Conferred by Warrants or Warrant
  Certificates

  	
   

  
	
   

  	
   

  	
   

  
	
  3.2

  	
  Lost, Stolen, Mutilated or
  Destroyed Warrant Certificates

  	
   

  
	
   

  	
   

  	
   

  
	
  3.3

  	
  Holder of
  Warrant Certificate May Enforce Rights

  	
   

  
	
   

  	
   

  	
   

  
	
  3.4

  	
  Adjustments

  	
   

  
	
   

  	
   

  	
   

  
	
  3.5

  	
  Notice to Warrantholders

  	
   

  
	
   

  	
   

  	
   

  
	
  3.6

  	
  [If
  the Warrants are subject to acceleration by the Company, insert—Acceleration
  of Warrants by the Company]

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  4

  	
  EXCHANGE AND TRANSFER OF WARRANT CERTIFICATES

  	
   

  
	
   

  	
   

  	
   

  
	
  4.1

  	
  Exchange
  and Transfer of Warrant Certificates

  	
   

  
	
   

  	
   

  	
   

  
	
  4.2

  	
  Treatment
  of Holders of Warrant Certificates

  	
   

  
	
   

  	
   

  	
   

  
	
  4.3

  	
  Cancellation of
  Warrant Certificates

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  5

  	
  CONCERNING THE WARRANT AGENT

  	
   

  
	
   

  	
   

  	
   

  
	
  5.1

  	
  Warrant Agent

  	
   

  
	
   

  	
   

  	
   

  
	
  5.2

  	
  Conditions of
  Warrant Agent’s Obligations

  	
   

  
	
   

  	
   

  	
   

  
	
  5.3

  	
  Resignation
  and Appointment of Successor

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  6

  	
  MISCELLANEOUS

  	
   

  
	
   

  	
   

  	
   

  
	
  6.1

  	
  Amendment

  	
   

  
	
   

  	
   

  	
   

  
	
  6.2

  	
  Notices and Demands
  to the Company and Warrant Agent

  	
   

  
	
   

  	
   

  	
   

  
	
  6.3

  	
  Addresses

  	
   

  



 


i

















 


	
  6.4

  	
  Governing Law

  	
   

  
	
   

  	
   

  	
   

  
	
  6.5

  	
  Delivery of Prospectus

  	
   

  
	
   

  	
   

  	
   

  
	
  6.6

  	
  Obtaining of
  Governmental Approvals

  	
   

  
	
   

  	
   

  	
   

  
	
  6.7

  	
  Persons Having
  Rights Under Warrant Agreement

  	
   

  
	
   

  	
   

  	
   

  
	
  6.8

  	
  Headings

  	
   

  
	
   

  	
   

  	
   

  
	
  6.9

  	
  Counterparts

  	
   

  
	
   

  	
   

  	
   

  
	
  6.10

  	
  Inspection of Agreement

  	
   

  



 


ii

















 


ALLOS
THERAPEUTICS, INC.


Form of Common Stock Warrant
Agreement


 


Common Stock Warrant Agreement, dated as of
              between
Allos Therapeutics,
Inc., a Delaware corporation (the “Company”) and
                             a
[corporation] [national banking association] organized and existing under the
laws of
                             and
having a corporate trust office in                              as
warrant agent (the “Warrant
Agent”).


 


Whereas, the Company proposes to sell [if Warrants are sold with other
securities - [title of such other securities being offered] (the “Other Securities”)
with] warrant certificates evidencing one or more warrants (the “Warrants” or
individually a “Warrant”)
representing the right to purchase Common Stock of the Company, par value
$0.001 per share (the “Warrant
Securities”), such warrant certificates and other warrant
certificates issued pursuant to this Agreement being herein called the “Warrant Certificates”;
and


 


Whereas, the Company desires the Warrant Agent to act on behalf of the Company,
and the Warrant Agent is willing so to act, in connection with the issuance,
registration, transfer, exchange, exercise and replacement of the Warrant
Certificates, and in this Agreement wishes to set forth, among other things,
the form and provisions of the Warrant Certificates and the terms and
conditions on which they may be issued, registered, transferred, exchanged,
exercised and replaced;


 


Now Therefore, in consideration of the premises and of the mutual agreements herein
contained, the parties hereto agree as follows:


 


ARTICLE 1



ISSUANCE OF WARRANTS AND EXECUTION AND

DELIVERY OF WARRANT CERTIFICATES


 


1.1         
Issuance of Warrants.  [If Warrants alone - Upon issuance,
each Warrant Certificate shall evidence one or more Warrants.]  [If Other
Securities and Warrants - Warrants shall be [initially] issued in connection
with the issuance of the Other Securities [but shall be separately transferable
on and after
                                                          (the
“Detachable Date”)]
[and shall not be separately transferable] and each Warrant Certificate shall
evidence one or more Warrants.]  Each Warrant evidenced thereby shall
represent the right, subject to the provisions contained herein and therein, to
purchase one Warrant Security.  [If Other Securities and Warrants -
Warrant Certificates shall be initially issued in units with the Other
Securities and each Warrant Certificate included in such a unit shall evidence
                         Warrants
for each
[$                         principal
amount] [                         shares]
of Other Securities included in such unit.]


 


1.2         
Execution and Delivery of Warrant
Certificates. 
Each Warrant Certificate, whenever issued, shall be in registered form
substantially in the form set forth in Exhibit A hereto, shall be dated
the date of its countersignature by the Warrant Agent and may have such


 


1

















 


letters, numbers, or other marks of identification
or designation and such legends or endorsements printed, lithographed or
engraved thereon as the officers of the Company executing the same may approve
(execution thereof to be conclusive evidence of such approval) and as are not
inconsistent with the provisions of this Agreement, or as may be required to
comply with any law or with any rule or regulation made pursuant thereto or
with any rule or regulation of any securities exchange on which the Warrants
may be listed, or to conform to usage.  The Warrant Certificates shall be
signed on behalf of the Company by any of its present or future chief executive
officers, presidents, senior vice presidents, vice presidents, chief financial
officers, chief legal officers, treasurers, assistant treasurers, controllers,
assistant controllers, secretaries or assistant secretaries under its corporate
seal reproduced thereon.  Such signatures may be manual or facsimile
signatures of such authorized officers and may be imprinted or otherwise
reproduced on the Warrant Certificates.  The seal of the Company may be in
the form of a facsimile thereof and may be impressed, affixed, imprinted or
otherwise reproduced on the Warrant Certificates.


 


No Warrant Certificate shall
be valid for any purpose, and no Warrant evidenced thereby shall be
exercisable, until such Warrant Certificate has been countersigned by the
manual signature of the Warrant Agent.  Such signature by the Warrant
Agent upon any Warrant Certificate executed by the Company shall be conclusive
evidence that the Warrant Certificate so countersigned has been duly issued hereunder.


 


In case any officer of the
Company who shall have signed any of the Warrant Certificates either manually
or by facsimile signature shall cease to be such officer before the Warrant
Certificates so signed shall have been countersigned and delivered by the
Warrant Agent, such Warrant Certificates may be countersigned and delivered
notwithstanding that the person who signed Warrant Certificates ceased to be
such officer of the Company; and any Warrant Certificate may be signed on
behalf of the Company by such persons as, at the actual date of the execution
of such Warrant Certificate, shall be the proper officers of the Company,
although at the date of the execution of this Agreement any such person was not
such officer.


 


The term “holder” or “holder
of a Warrant Certificate” as used herein shall mean any person in whose name at
the time any Warrant Certificate shall be registered upon the books to be
maintained by the Warrant Agent for that purpose [If Other Securities and
Warrants are not immediately detachable - or upon the registration of the Other
Securities prior to the Detachable Date.  Prior to the Detachable Date,
the Company will, or will cause the registrar of the Other Securities to, make
available at all times to the Warrant Agent such information as to holders of
the Other Securities as may be necessary to keep the Warrant Agent’s records up
to date].


 


1.3         
Issuance of Warrant Certificates.  Warrant Certificates evidencing the
right to purchase Warrant Securities may be executed by the Company and
delivered to the Warrant Agent upon the execution of this Warrant Agreement or
from time to time thereafter.  The Warrant Agent shall, upon receipt of
Warrant Certificates duly executed on behalf of the Company, countersign such Warrant
Certificates and shall deliver such Warrant Certificates to or upon the order
of the Company.


 


2

















 


ARTICLE 2



WARRANT PRICE, DURATION AND EXERCISE OF
WARRANTS


 


2.1         
Warrant Price.  During the period specified in
Section 2.2, each Warrant shall, subject to the terms of this Warrant
Agreement and the applicable Warrant Certificate, entitle the holder thereof to
initially purchase the number of Warrant Securities specified in the applicable
Warrant Certificate at an initial exercise price of
$                  per
Warrant Security, subject to adjustment upon the occurrence of certain events,
as hereinafter provided.  Such purchase price per Warrant Security is
referred to in this Agreement as the “Warrant Price.”


 


2.2         
Duration of Warrants.  Each Warrant may be exercised in whole
or in part at any time, as specified herein, on or after [the date thereof]
[                  ]
and at or before [                  ]
p.m., [City] time, on
                  or
such later date as the Company may designate by notice to the Warrant Agent and
the holders of Warrant Certificates mailed to their addresses as set forth in
the record books of the Warrant Agent (the “Expiration Date”).  Each Warrant not
exercised at or before
[                  ]
p.m., [City] time, on the Expiration Date shall become void, and all rights of
the holder of the Warrant Certificate evidencing such Warrant under this
Agreement shall cease.


 


2.3         
Exercise of Warrants.


 


(a)          
During the period
specified in Section 2.2, the Warrants may be exercised to purchase a
whole number of Warrant Securities in registered form by providing certain
information as set forth on the reverse side of the Warrant Certificate and by
paying in full, in lawful money of the United States of America, [in cash or by
certified check or official bank check in New York Clearing House funds] [by
bank wire transfer in immediately available funds] the Warrant Price for each
Warrant Security with respect to which a Warrant is being exercised to the
Warrant Agent at its corporate trust office, provided
that such exercise is subject to receipt within five business days
of such payment by the Warrant Agent of the Warrant Certificate with the form
of election to purchase Warrant Securities set forth on the reverse side of the
Warrant Certificate properly completed and duly executed.  The date on
which payment in full of the Warrant Price is received by the Warrant Agent
shall, subject to receipt of the Warrant Certificate as aforesaid, be deemed to
be the date on which the Warrant is exercised; provided,
however, that if, at the date of receipt of such Warrant
Certificates and payment in full of the Warrant Price, the transfer books for
the Warrant Securities purchasable upon the exercise of such Warrants shall be
closed, no such receipt of such Warrant Certificates and no such payment of
such Warrant Price shall be effective to constitute the person so designated to
be named as the holder of record of such Warrant Securities on such date, but
shall be effective to constitute such person as the holder of record of such
Warrant Securities for all purposes at the opening of business on the next
succeeding day on which the transfer books for the Warrant Securities
purchasable upon the exercise of such Warrants shall be opened, and the
certificates for the Warrant Securities in respect of which such Warrants are
then exercised shall be issuable as of the date on such next succeeding day on
which the transfer books shall next be opened, and until such date the Company
shall be under no duty to deliver any certificate for such Warrant
Securities.  The Warrant Agent shall deposit all funds received by it in
payment of the Warrant Price in an account of the Company maintained with it
and shall advise the Company by


 


3

















 


telephone at the end of each day on which a payment
for the exercise of Warrants is received of the amount so deposited to its
account.  The Warrant Agent shall promptly confirm such telephone advice
to the Company in writing.


 


(b)          
The Warrant Agent
shall, from time to time, as promptly as practicable, advise the Company of (i)
the number of Warrant Securities with respect to which Warrants were exercised,
(ii) the instructions of each holder of the Warrant Certificates evidencing
such Warrants with respect to delivery of the Warrant Securities to which such
holder is entitled upon such exercise, (iii) delivery of Warrant Certificates
evidencing the balance, if any, of the Warrants for the remaining Warrant
Securities after such exercise, and (iv) such other information as the Company
shall reasonably require.


 


(c)          
As soon as
practicable after the exercise of any Warrant, the Company shall issue to or
upon the order of the holder of the Warrant Certificate evidencing such Warrant
the Warrant Securities to which such holder is entitled, in fully registered
form, registered in such name or names as may be directed by such holder. 
If fewer than all of the Warrants evidenced by such Warrant Certificate are
exercised, the Company shall execute, and an authorized officer of the Warrant
Agent shall manually countersign and deliver, a new Warrant Certificate
evidencing Warrants for the number of Warrant Securities remaining unexercised.


 


(d)          
The Company shall not
be required to pay any stamp or other tax or other governmental charge required
to be paid in connection with any transfer involved in the issue of the Warrant
Securities, and in the event that any such transfer is involved, the Company
shall not be required to issue or deliver any Warrant Security until such tax
or other charge shall have been paid or it has been established to the
Company’s satisfaction that no such tax or other charge is due.


 


(e)          
Prior to the issuance
of any Warrants there shall have been reserved, and the Company shall at all
times through the Expiration Date keep reserved, out of its authorized but
unissued Warrant Securities, a number of shares sufficient to provide for the
exercise of the Warrants.


 


ARTICLE 3



OTHER PROVISIONS RELATING TO RIGHTS

OF HOLDERS OF WARRANT CERTIFICATES


 


3.1         
No Rights as Warrant Securityholder
Conferred by Warrants or Warrant Certificates.  No Warrant Certificate or Warrant
evidenced thereby shall entitle the holder thereof to any of the rights of a
holder of Warrant Securities, including, without limitation, the right to
receive the payment of dividends or distributions, if any, on the Warrant
Securities or to exercise any voting rights, except to the extent expressly set
forth in this Agreement or the applicable Warrant Certificate.


 


3.2         
Lost, Stolen, Mutilated or Destroyed Warrant Certificates.  Upon receipt by the Warrant Agent of
evidence reasonably satisfactory to it and the Company of the ownership of and
the loss, theft, destruction or mutilation of any Warrant Certificate and/or
indemnity


 


4

















 


reasonably satisfactory to the Warrant Agent and the
Company and, in the case of mutilation, upon surrender of the mutilated Warrant
Certificate to the Warrant Agent for cancellation, then, in the absence of
notice to the Company or the Warrant Agent that such Warrant Certificate has
been acquired by a bona fide purchaser, the Company shall execute, and an
authorized officer of the Warrant Agent shall manually countersign and deliver,
in exchange for or in lieu of the lost, stolen, destroyed or mutilated Warrant
Certificate, a new Warrant Certificate of the same tenor and evidencing
Warrants for a like number of Warrant Securities.  Upon the issuance of
any new Warrant Certificate under this Section 3.2, the Company may require the
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in relation thereto and any other expenses (including the fees
and expenses of the Warrant Agent) in connection therewith.  Every
substitute Warrant Certificate executed and delivered pursuant to this
Section 3.2 in lieu of any lost, stolen or destroyed Warrant Certificate
shall represent an additional contractual obligation of the Company, whether or
not the lost, stolen or destroyed Warrant Certificate shall be at any time
enforceable by anyone, and shall be entitled to the benefits of this Agreement
equally and proportionately with any and all other Warrant Certificates duly
executed and delivered hereunder.  The provisions of this Section 3.2
are exclusive and shall preclude (to the extent lawful) all other rights and
remedies with respect to the replacement of mutilated, lost, stolen or
destroyed Warrant Certificates.


 


3.3         
Holder of Warrant Certificate May
Enforce Rights.  Notwithstanding any of the provisions of this Agreement, any holder of
a Warrant Certificate, without the consent of the Warrant Agent, the holder of
any Warrant Securities or the holder of any other Warrant Certificate, may, in
such holder’s own behalf and for such holder’s own benefit, enforce, and may
institute and maintain any suit, action or proceeding against the Company
suitable to enforce, or otherwise in respect of, such holder’s right to
exercise the Warrants evidenced by such holder’s Warrant Certificate in the
manner provided in such holder’s Warrant Certificate and in this Agreement.


 


3.4         
Adjustments.


 


(a)          
In case the Company
shall at any time subdivide its outstanding shares of Common Stock into a
greater number of shares, the Warrant Price in effect immediately prior to such
subdivision shall be proportionately reduced and the number of Warrant
Securities purchasable under the Warrants shall be proportionately
increased.  Conversely, in case the outstanding shares of Common Stock of
the Company shall be combined into a smaller number of shares, the Warrant
Price in effect immediately prior to such combination shall be proportionately
increased and the number of Warrant Securities purchasable under the Warrants
shall be proportionately decreased.


 


(b)          
If at any time or
from time to time the holders of Common Stock (or any shares of stock or other
securities at the time receivable upon the exercise of the Warrants) shall have
received or become entitled to receive, without payment therefore,


 


(i)           
Common Stock or any
shares of stock or other securities which are at any time directly or
indirectly convertible into or exchangeable for Common Stock, or any rights or
options to subscribe for, purchase or otherwise acquire any of the foregoing by
way of dividend or other distribution;


 


5

















 


(ii)          
any cash paid or
payable otherwise than as a cash dividend paid or payable out of the Company’s
current or retained earnings;


 


(iii)        
any evidence of the
Company’s indebtedness or rights to subscribe for or purchase the Company’s
indebtedness; or


 


(iv)         
Common Stock or
additional stock or other securities or property (including cash) by way of
spinoff, split-up, reclassification, combination of shares or similar corporate
rearrangement (other than shares of Common Stock issued as a stock split or
adjustments in respect of which shall be covered by the terms of Section 3.4(a)
above),


 


then and in each such case, the holder of each
Warrant shall, upon the exercise of the Warrant, be entitled to receive, in addition
to the number of Warrant Securities receivable thereupon, and without payment
of any additional consideration therefore, the amount of stock and other
securities and property (including cash and indebtedness (or rights to
subscribe for or purchase indebtedness) which such holder would hold on the
date of such exercise had he been the holder of record of such Warrant
Securities as of the date on which holders of Common Stock received or became
entitled to receive such shares or all other additional stock and other
securities and property.


 


(c)          
In case of (i) any
reclassification, capital reorganization, or change in the Common Stock of the
Company (other than as a result of a subdivision, combination, or stock
dividend provided for in Section 3.4(a) or Section 3.4(b) above), (ii) share
exchange, merger or similar transaction of the Company with or into another
person or entity (other than a share exchange, merger or similar transaction in
which the Company is the acquiring or surviving corporation and which does not
result in any change in the Common Stock other than the issuance of additional
shares of Common Stock) or (iii) the sale, exchange, lease, transfer or other
disposition of all or substantially all of the properties and assets of the
Company as an entirety (in any such case, a “Reorganization Event”), then, as a
condition of such Reorganization Event, lawful provisions shall be made, and
duly executed documents evidencing the same from the Company or its successor
shall be delivered to the holders of the Warrants, so that the holders of the
Warrants shall have the right at any time prior to the expiration of the
Warrants to purchase, at a total price equal to that payable upon the exercise
of the Warrants, the kind and amount of shares of stock and other securities
and property receivable in connection with such Reorganization Event by a
holder of the same number of Warrant Securities as were purchasable by the
holders of the Warrants immediately prior to such Reorganization Event. 
In any such case appropriate provisions shall be made with respect to the
rights and interests of the holders of the Warrants so that the provisions
hereof shall thereafter be applicable with respect to any shares of stock or
other securities and property deliverable upon exercise the Warrants, and
appropriate adjustments shall be made to the Warrant Price payable hereunder
provided the aggregate purchase price shall remain the same.  In the case
of any transaction described in clauses (ii) and (iii) above, the Company shall
thereupon be relieved of any further obligation hereunder or under the
Warrants, and the Company as the predecessor corporation may thereupon or at
any time thereafter be dissolved, wound up or liquidated.  Such successor
or assuming entity thereupon may cause to be signed, and may issue either in
its own name or in the name of the Company, any or all of the Warrants issuable
hereunder which heretofore shall not have been signed by the Company, and may
execute and deliver securities in its own name, in


 


6

















 


fulfillment of its obligations to deliver Warrant
Securities upon exercise of the Warrants.  All the Warrants so issued
shall in all respects have the same legal rank and benefit under this Agreement
as the Warrants theretofore or thereafter issued in accordance with the terms
of this Agreement as though all of such Warrants had been issued at the date of
the execution hereof.  In any case of any such Reorganization Event, such
changes in phraseology and form (but not in substance) may be made in the
Warrants thereafter to be issued as may be appropriate.


 


The Warrant Agent may
receive a written opinion of legal counsel as conclusive evidence that any such
Reorganization Event complies with the provisions of this Section 3.4.


 


(d)          
The Company may, at
its option, at any time until the Expiration Date, reduce the then current
Warrant Price to any amount deemed appropriate by the Board of Directors of the
Company for any period not exceeding twenty consecutive days (as evidenced in a
resolution adopted by such Board of Directors), but only upon giving the
notices required by Section 3.5 at least ten days prior to taking such
action.


 


(e)          
Except as herein
otherwise expressly provided, no adjustment in the Warrant Price shall be made
by reason of the issuance of shares of Common Stock, or securities convertible
into or exchangeable for shares of Common Stock, or securities carrying the
right to purchase any of the foregoing or for any other reason whatsoever.


 


(f)           
No fractional Warrant
Securities shall be issued upon the exercise of Warrants.  If more than
one Warrant shall be exercised at one time by the same holder, the number of
full Warrant Securities which shall be issuable upon such exercise shall be
computed on the basis of the aggregate number of Warrant Securities purchased
pursuant to the Warrants so exercised.  Instead of any fractional Warrant
Security which would otherwise be issuable upon exercise of any Warrant, the
Company shall pay a cash adjustment in respect of such fraction in an amount
equal to the same fraction of the last sales price (or bid price if there were
no sales) per Warrant Security, in either case as reported on the New York
Stock Exchange Composite Tape on the business day which next precedes the day
of exercise or, if the Warrant Securities are not then listed or admitted to
trading on the New York Stock Exchange, on the principal national securities
exchange on which the Warrant Securities are listed or admitted to trading or,
if not listed or admitted to trading on any national securities exchange, on
the National Market System of the National Association of Securities Dealers,
Inc. Automated Quotations System (“NASDAQ”), or if the Warrant Securities are
not then listed or admitted to trading on any national securities exchange or
quoted on the National Market System of NASDAQ, the average of the closing high
bid and low asked prices in the over-the-counter market, as reported by NASDAQ,
or such other system then in use, or if on any such date the Warrant Securities
are not quoted by any such organization, an amount equal to the same fraction
of the average of the closing bid and asked prices as furnished by any New York
Stock Exchange firm selected from time to time by the Company for that purpose
at the close of business on the business day which next precedes the day of
exercise.


 


(g)          
Whenever the Warrant
Price then in effect is adjusted as herein provided, the Company shall mail to
each holder of the Warrants at such holder’s address as it shall appear on the
books of the Company a statement setting forth the adjusted Warrant Price then
and


 


7

















 


thereafter effective under the provisions hereof,
together with the facts, in reasonable detail, upon which such adjustment is
based.


 


3.5         
Notice to Warrantholders.  In case the Company shall (a) effect
any dividend or distribution described in Section 3.4(b), (b) effect any
Reorganization Event, (c) make any distribution on or in respect of the Common
Stock in connection with the dissolution, liquidation or winding up of the
Company, or (d) reduce the then current Warrant Price pursuant to
Section 3.4(d), then the Company shall mail to each holder of Warrants at
such holder’s address as it shall appear on the books of the Warrant Agent, at
least ten days prior to the applicable date hereinafter specified, a notice
stating (x) the record date for such dividend or distribution, or, if a record
is not to be taken, the date as of which the holders of record of Common Stock
that will be entitled to such dividend or distribution are to be determined,
(y) the date on which such Reorganization Event, dissolution, liquidation or
winding up is expected to become effective, and the date as of which it is
expected that holders of Common Stock of record shall be entitled to exchange
their shares of Common Stock for securities or other property deliverable upon
such Reorganization Event, dissolution, liquidation or winding up, or (z) the
first date on which the then current Warrant Price shall be reduced pursuant to
Section 3.4(d).  No failure to mail such notice nor any defect
therein or in the mailing thereof shall affect any such transaction or any
adjustment in the Warrant Price required by Section 3.4.


 


3.6         
[If the Warrants are subject to
acceleration by the Company, insert—Acceleration of Warrants by the
Company.


 


(a)          
At any time on or
after
                  the
Company shall have the right to accelerate any or all Warrants at any time by
causing them to expire at the close of business on the day next preceding a
specified date (the “Acceleration
Date”), if the Market Price (as hereinafter defined) of the
Common Stock equals or exceeds
                  percent
(          %) of the then
effective Warrant Price on any twenty Trading Days (as hereinafter defined)
within a period of thirty consecutive Trading Days ending no more than five
Trading Days prior to the date on which the Company gives notice to the Warrant
Agent of its election to accelerate the Warrants.


 


(b)          
“Market Price” for
each Trading Day shall be, if the Common Stock is listed or admitted for
trading on the New York Stock Exchange, the last reported sale price, regular
way (or, if no such price is reported, the average of the reported closing bid
and asked prices, regular way) of Common Stock, in either case as reported on
the New York Stock Exchange Composite Tape or, if the Common Stock is not listed
or admitted to trading on the New York Stock Exchange, on the principal
national securities exchange on which the Common Stock is listed or admitted to
trading or, if not listed or admitted to trading on any national securities
exchange, on the National Market System of NASDAQ or, if not listed or admitted
to trading on any national securities exchange or quoted on the National Market
System of NASDAQ, the average of the closing high bid and low asked prices in
the over-the-counter market, as reported by NASDAQ, or such other system then
in use, or if on any such date the shares of Common Stock are not quoted by any
such organization, the average of the closing bid and asked prices as furnished
by any New York Stock Exchange firm selected from time to time by the Company
for that purpose.  “Trading Day” shall be each Monday through Friday,
other than any day on which securities are not traded in the system or on the
exchange that is the


 


8

















 


principal market for the Common Stock, as determined
by the Board of Directors of the Company.


 


(c)          
In the event of an
acceleration of less than all of the Warrants, the Warrant Agent shall select
the Warrants to be accelerated by lot, pro rata or in such other manner as it
deems, in its discretion, to be fair and appropriate.


 


(d)          
Notice of an
acceleration specifying the Acceleration Date shall be sent by mail first
class, postage prepaid, to each registered holder of a Warrant Certificate
representing a Warrant accelerated at such holder’s address appearing on the
books of the Warrant Agent not more than sixty days nor less than thirty days
before the Acceleration Date.  Such notice of an acceleration also shall
be given no more than twenty days, and no less than ten days, prior to the
mailing of notice to registered holders of Warrants pursuant to this
Section 3.6, by publication at least once in a newspaper of general
circulation in the City of New York.


 


(e)          
Any Warrant
accelerated may be exercised until
[          ] p.m., [City]
time, on the business day next preceding the Acceleration Date.  The
Warrant Price shall be payable as provided in Section 2.]


 


ARTICLE 4



EXCHANGE AND TRANSFER OF WARRANT CERTIFICATES


 


4.1         
Exchange and Transfer of Warrant
Certificates. 
[If Other Securities with Warrants which are immediately detachable - Upon] [If
Other Securities with Warrants which are not immediately detachable - Prior to
the Detachable Date, a Warrant Certificate may be exchanged or transferred only
together with the Other Security to which the Warrant Certificate was initially
attached, and only for the purpose of effecting or in conjunction with an
exchange or transfer of such Other Security.  Prior to any Detachable Date,
each transfer of the Other Security shall operate also to transfer the related
Warrant Certificates.  After the Detachable Date, upon] surrender at the
corporate trust office of the Warrant Agent, Warrant Certificates evidencing
Warrants may be exchanged for Warrant Certificates in other denominations
evidencing such Warrants or the transfer thereof may be registered in whole or
in part; provided that such other
Warrant Certificates evidence Warrants for the same aggregate number of Warrant
Securities as the Warrant Certificates so surrendered.  The Warrant Agent
shall keep, at its corporate trust office, books in which, subject to such
reasonable regulations as it may prescribe, it shall register Warrant
Certificates and exchanges and transfers of outstanding Warrant Certificates,
upon surrender of the Warrant Certificates to the Warrant Agent at its
corporate trust office for exchange or registration of transfer, properly
endorsed or accompanied by appropriate instruments of registration of transfer
and written instructions for transfer, all in form satisfactory to the Company
and the Warrant Agent.  No service charge shall be made for any exchange
or registration of transfer of Warrant Certificates, but the Company may
require payment of a sum sufficient to cover any stamp or other tax or other
governmental charge that may be imposed in connection with any such exchange or
registration of transfer.  Whenever any Warrant Certificates are so
surrendered for exchange or registration of transfer, an authorized officer of
the Warrant Agent shall manually countersign and deliver to the person or
persons entitled thereto a Warrant Certificate or Warrant Certificates duly
authorized and executed by the


 


9

















 


Company, as so requested.  The Warrant Agent
shall not be required to effect any exchange or registration of transfer which
will result in the issuance of a Warrant Certificate evidencing a Warrant for a
fraction of a Warrant Security or a number of Warrants for a whole number of
Warrant Securities and a fraction of a Warrant Security.  All Warrant
Certificates issued upon any exchange or registration of transfer of Warrant
Certificates shall be the valid obligations of the Company, evidencing the same
obligations and entitled to the same benefits under this Agreement as the
Warrant Certificate surrendered for such exchange or registration of transfer.


 


4.2         
Treatment of Holders of Warrant
Certificates. 
[If Other Securities and Warrants are not immediately detachable - Prior to the
Detachable Date, the Company, the Warrant Agent and all other persons may treat
the owner of the Other Security as the owner of the Warrant Certificates
initially attached thereto for any purpose and as the person entitled to
exercise the rights represented by the Warrants evidenced by such Warrant
Certificates, any notice to the contrary notwithstanding.  After the
Detachable Date and prior to due presentment of a Warrant Certificate for
registration of transfer, the]  [T]he Company, the Warrant Agent and all
other persons may treat the registered holder of a Warrant Certificate as the
absolute owner thereof for any purpose and as the person entitled to exercise
the rights represented by the Warrants evidenced thereby, any notice to the contrary
notwithstanding.


 


4.3         
Cancellation of Warrant Certificates.  Any Warrant Certificate surrendered
for exchange, registration of transfer or exercise of the Warrants evidenced
thereby shall, if surrendered to the Company, be delivered to the Warrant Agent
and all Warrant Certificates surrendered or so delivered to the Warrant Agent
shall be promptly canceled by the Warrant Agent and shall not be reissued and,
except as expressly permitted by this Agreement, no Warrant Certificate shall
be issued hereunder in exchange therefor or in lieu thereof.  The Warrant
Agent shall deliver to the Company from time to time or otherwise dispose of
canceled Warrant Certificates in a manner satisfactory to the Company.


 


ARTICLE 5



CONCERNING THE WARRANT AGENT


 


5.1         
Warrant Agent.  The Company hereby appoints
                       as
Warrant Agent of the Company in respect of the Warrants and the Warrant Certificates
upon the terms and subject to the conditions herein set forth, and
                      hereby
accepts such appointment.  The Warrant Agent shall have the powers and
authority granted to and conferred upon it in the Warrant Certificates and
hereby and such further powers and authority to act on behalf of the Company as
the Company may hereafter grant to or confer upon it.  All of the terms
and provisions with respect to such powers and authority contained in the
Warrant Certificates are subject to and governed by the terms and provisions
hereof.


 


5.2         
Conditions of Warrant Agent’s
Obligations. 
The Warrant Agent accepts its obligations herein set forth upon the terms and
conditions hereof, including the following to all of which the Company agrees
and to all of which the rights hereunder of the holders from time to time of
the Warrant Certificates shall be subject:


 


10

















 


(a)          
Compensation and Indemnification.  The Company agrees promptly to pay the Warrant Agent the
compensation to be agreed upon with the Company for all services rendered by
the Warrant Agent and to reimburse the Warrant Agent for reasonable
out-of-pocket expenses (including reasonable counsel fees) incurred without
negligence, bad faith or willful misconduct by the Warrant Agent in connection
with the services rendered hereunder by the Warrant Agent.  The Company
also agrees to indemnify the Warrant Agent for, and to hold it harmless
against, any loss, liability or expense incurred without negligence, bad faith
or willful misconduct on the part of the Warrant Agent, arising out of or in
connection with its acting as Warrant Agent hereunder, including the reasonable
costs and expenses of defending against any claim of such liability.


 


(b)          
Agent for the Company. 
In acting under this Warrant Agreement and in connection with the Warrant
Certificates, the Warrant Agent is acting solely as agent of the Company and
does not assume any obligations or relationship of agency or trust for or with
any of the holders of Warrant Certificates or beneficial owners of Warrants.


 


(c)          
Counsel.  The
Warrant Agent may consult with counsel satisfactory to it, which may include
counsel for the Company, and the written advice of such counsel shall be full
and complete authorization and protection in respect of any action taken,
suffered or omitted by it hereunder in good faith and in accordance with the
advice of such counsel.


 


(d)          
Documents.  The
Warrant Agent shall be protected and shall incur no liability for or in respect
of any action taken or omitted by it in reliance upon any Warrant Certificate,
notice, direction, consent, certificate, affidavit, statement or other paper or
document reasonably believed by it to be genuine and to have been presented or
signed by the proper parties.


 


(e)          
Certain Transactions. 
The Warrant Agent, and its officers, directors and employees, may become the
owner of, or acquire any interest in, Warrants, with the same rights that it or
they would have if it were not the Warrant Agent hereunder, and, to the extent
permitted by applicable law, it or they may engage or be interested in any
financial or other transaction with the Company and may act on, or as
depositary, trustee or agent for, any committee or body of holders of Warrant
Securities or other obligations of the Company as freely as if it were not the
Warrant Agent hereunder.  Nothing in this Warrant Agreement shall be
deemed to prevent the Warrant Agent from acting as trustee under any indenture
to which the Company is a party.


 


(f)           
No Liability for Interest.  Unless otherwise agreed with the Company, the Warrant Agent
shall have no liability for interest on any monies at any time received by it
pursuant to any of the provisions of this Agreement or of the Warrant
Certificates.


 


(g)          
No Liability for Invalidity.  The Warrant Agent shall have no liability with respect to any
invalidity of this Agreement or any of the Warrant Certificates (except as to
the Warrant Agent’s countersignature thereon).


 


(h)          
No Responsibility for Representations.  The Warrant Agent shall not be responsible for any of the
recitals or representations herein or in the Warrant Certificates (except


 


11

















 


as to the Warrant Agent’s countersignature thereon),
all of which are made solely by the Company.


 


(i)           
No Implied Obligations. 
The Warrant Agent shall be obligated to perform only such duties as are herein
and in the Warrant Certificates specifically set forth and no implied duties or
obligations shall be read into this Agreement or the Warrant Certificates
against the Warrant Agent.  The Warrant Agent shall not be under any
obligation to take any action hereunder which may tend to involve it in any
expense or liability, the payment of which within a reasonable time is not, in
its reasonable opinion, assured to it.  The Warrant Agent shall not be
accountable or under any duty or responsibility for the use by the Company of
any of the Warrant Certificates authenticated by the Warrant Agent and delivered
by it to the Company pursuant to this Agreement or for the application by the
Company of the proceeds of the Warrant Certificates.  The Warrant Agent
shall have no duty or responsibility in case of any default by the Company in
the performance of its covenants or agreements contained herein or in the
Warrant Certificates or in the case of the receipt of any written demand from a
holder of a Warrant Certificate with respect to such default, including,
without limiting the generality of the foregoing, any duty or responsibility to
initiate or attempt to initiate any proceedings at law or otherwise or, except
as provided in Section 6.2 hereof, to make any demand upon the Company.


 


5.3         
Resignation and Appointment of
Successor.


 


(a)          
The Company agrees,
for the benefit of the holders from time to time of the Warrant Certificates,
that there shall at all times be a Warrant Agent hereunder until all the
Warrants have been exercised or are no longer exercisable.


 


(b)          
The Warrant Agent may
at any time resign as agent by giving written notice to the Company of such
intention on its part, specifying the date on which its desired resignation
shall become effective; provided that
such date shall not be less than three months after the date on which such
notice is given unless the Company otherwise agrees.  The Warrant Agent
hereunder may be removed at any time by the filing with it of an instrument in
writing signed by or on behalf of the Company and specifying such removal and the
intended date when it shall become effective.  Such resignation or removal
shall take effect upon the appointment by the Company, as hereinafter provided,
of a successor Warrant Agent (which shall be a bank or trust company authorized
under the laws of the jurisdiction of its organization to exercise corporate
trust powers) and the acceptance of such appointment by such successor Warrant
Agent.  The obligation of the Company under Section 5.2(a) shall continue
to the extent set forth therein notwithstanding the resignation or removal of
the Warrant Agent.


 


(c)          
In case at any time
the Warrant Agent shall resign, or shall be removed, or shall become incapable
of acting, or shall be adjudged a bankrupt or insolvent, or shall commence a
voluntary case under the Federal bankruptcy laws, as now or hereafter
constituted, or under any other applicable Federal or state bankruptcy,
insolvency or similar law or shall consent to the appointment of or taking
possession by a receiver, custodian, liquidator, assignee, trustee,
sequestrator (or other similar official) of the Warrant Agent or its property
or affairs, or shall make an assignment for the benefit of creditors, or shall
admit in writing its inability to pay its debts generally as they become due,
or shall take corporate action in furtherance of any such action, or a decree
or order for relief by a court having jurisdiction in the premises shall have


 


12

















 


been entered in respect of the Warrant Agent in an
involuntary case under the Federal bankruptcy laws, as now or hereafter
constituted, or any other applicable Federal or state bankruptcy, insolvency or
similar law, or a decree or order by a court having jurisdiction in the
premises shall have been entered for the appointment of a receiver, custodian,
liquidator, assignee, trustee, sequestrator (or similar official) of the
Warrant Agent or of its property or affairs, or any public officer shall take
charge or control of the Warrant Agent or of its property or affairs for the
purpose of rehabilitation, conservation, winding up or liquidation, a successor
Warrant Agent, qualified as aforesaid, shall be appointed by the Company by an
instrument in writing, filed with the successor Warrant Agent.  Upon the
appointment as aforesaid of a successor Warrant Agent and acceptance by the
successor Warrant Agent of such appointment, the Warrant Agent shall cease to
be Warrant Agent hereunder.


 


(d)          
Any successor Warrant
Agent appointed hereunder shall execute, acknowledge and deliver to its
predecessor and to the Company an instrument accepting such appointment
hereunder, and thereupon such successor Warrant Agent, without any further act,
deed or conveyance, shall become vested with all the authority, rights, powers,
trusts, immunities, duties and obligations of such predecessor with like effect
as if originally named as Warrant Agent hereunder, and such predecessor, upon
payment of its charges and disbursements then unpaid, shall thereupon become
obligated to transfer, deliver and pay over, and such successor Warrant Agent
shall be entitled to receive, all monies, securities and other property on
deposit with or held by such predecessor, as Warrant Agent hereunder.


 


(e)          
Any corporation into
which the Warrant Agent hereunder may be merged or converted or any corporation
with which the Warrant Agent may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which the Warrant Agent shall
be a party, or any corporation to which the Warrant Agent shall sell or
otherwise transfer all or substantially all the assets and business of the
Warrant Agent, provided that it
shall be qualified as aforesaid, shall be the successor Warrant Agent under
this Agreement without the execution or filing of any paper or any further act
on the part of any of the parties hereto.


 


ARTICLE 6



MISCELLANEOUS


 


6.1         
Amendment.  This Agreement may be amended by the parties hereto, without the
consent of the holder of any Warrant Certificate, for the purpose of curing any
ambiguity, or of curing, correcting or supplementing any defective provision
contained herein, or making any other provisions with respect to matters or
questions arising under this Agreement as the Company and the Warrant Agent may
deem necessary or desirable; provided that
such action shall not materially adversely affect the interests of the holders
of the Warrant Certificates.


 


6.2         
Notices and Demands to the Company and
Warrant Agent. 
If the Warrant Agent shall receive any notice or demand addressed to the
Company by the holder of a Warrant Certificate pursuant to the provisions of
the Warrant Certificates, the Warrant Agent shall promptly forward such notice
or demand to the Company.


 


13

















 


6.3         
Addresses.  Any communication from the Company to the Warrant Agent with
respect to this Agreement shall be addressed to
                        ,
Attention: 
                        and
any communication from the Warrant Agent to the Company with respect to this
Agreement shall be addressed to Allos Therapeutics, Inc., 11080 CirclePoint
Road, Suite 200, Westminster, Colorado 80020, Attention:  Corporate
Secretary (or such other address as shall be specified in writing by the
Warrant Agent or by the Company).


 


6.4         
Governing Law.  This Agreement and each Warrant
Certificate issued hereunder shall be governed by and construed in accordance
with the laws of the State of New York.


 


6.5         
Delivery of Prospectus.  The Company shall furnish to the
Warrant Agent sufficient copies of a prospectus meeting the requirements of the
Securities Act of 1933, as amended, relating to the Warrant Securities
deliverable upon exercise of the Warrants (the “Prospectus”), and the Warrant Agent
agrees that upon the exercise of any Warrant, the Warrant Agent will deliver to
the holder of the Warrant Certificate evidencing such Warrant, prior to or
concurrently with the delivery of the Warrant Securities issued upon such
exercise, a Prospectus.


 


The Warrant Agent shall not, by reason of any such
delivery, assume any responsibility for the accuracy or adequacy of such
Prospectus.


 


6.6         
Obtaining of Governmental Approvals.  The Company will from time to time
take all action which may be necessary to obtain and keep effective any and all
permits, consents and approvals of governmental agencies and authorities and
securities act filings under United States Federal and state laws (including
without limitation a registration statement in respect of the Warrants and
Warrant Securities under the Securities Act of 1933, as amended), which may be
or become requisite in connection with the issuance, sale, transfer, and
delivery of the Warrant Securities issued upon exercise of the Warrants, the
issuance, sale, transfer and delivery of the Warrants or upon the expiration of
the period during which the Warrants are exercisable.


 


6.7         
Persons Having Rights Under Warrant Agreement.  Nothing in this Agreement shall give
to any person other than the Company, the Warrant Agent and the holders of the
Warrant Certificates any right, remedy or claim under or by reason of this
Agreement.


 


6.8         
Headings.  The descriptive headings of the several Articles and Sections of
this Agreement are inserted for convenience only and shall not control or
affect the meaning or construction of any of the provisions hereof.


 


6.9         
Counterparts.  This Agreement may be executed in any number of counterparts,
each of which as so executed shall be deemed to be an original, but such
counterparts shall together constitute but one and the same instrument.


 


6.10       
Inspection of Agreement.  A copy of this Agreement shall be
available at all reasonable times at the principal corporate trust office of
the Warrant Agent for inspection by the holder of any Warrant
Certificate.  The Warrant Agent may require such holder to submit his
Warrant Certificate for inspection by it.


 


14

















 


In Witness Whereof, the parties hereto have caused this Agreement to be duly executed, all
as of the day and year first above written.


 


	
   

  	
  Allos
  Therapeutics, Inc.

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  
	
   

  	
  Its

  	
   

  
	
   

  	
   

  
	
  Attest:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Warrant Agent

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  
	
   

  	
  Its

  	
   

  
	
   

  	
   

  
	
  Attest:

  	
   

  
	
   

  	
   

  	
   

  



 


 


[Signature
Page to Common Stock Warrant Agreement]


 

















 


Exhibit A


 


FORM OF
WARRANT CERTIFICATE

[Face of Warrant Certificate]


 


	
  [Form if Warrants are attached to Other Securities
  and are not immediately detachable.

  	
   

  	
  Prior to
                         ,
  this Warrant Certificate cannot be transferred or exchanged unless attached
  to a [Title of Other Securities].]

  
	
   

  	
   

  	
   

  
	
  [Form of Legend if Warrants are not immediately
  exercisable.

  	
   

  	
  Prior to
                         ,
  Warrants evidenced by this Warrant Certificate cannot be exercised.]

  



 


 


EXERCISABLE ONLY IF
COUNTERSIGNED BY THE WARRANT

AGENT AS PROVIDED HEREIN


 


VOID AFTER
[           ] P.M.,
[CITY] TIME, ON
                       ,


 


ALLOS THERAPEUTICS, INC.


 


WARRANT CERTIFICATE
REPRESENTING

WARRANTS TO PURCHASE

COMMON STOCK, PAR VALUE $0.001 PER SHARE


 


 


	
  No.                              

  	
   

  	
                      Warrants

  



 


This certifies that
                             or
registered assigns is the registered owner of the above indicated number of
Warrants, each Warrant entitling such owner [if Warrants are attached to Other
Securities and are not immediately detachable - , subject to the registered
owner qualifying as a “Holder” of this Warrant Certificate, as hereinafter
defined),] to purchase, at any time [after
[                   ]
p.m., [City] time, on
                  and]
on or before [          ]
p.m., [City] time, on
                    ,
              
shares of Common Stock, par value $0.001 per share (the “Warrant Securities”),
of Allos Therapeutics, Inc. (the “Company”) on the following basis: 
during the period from
                     ,
through and including                        ,
the exercise price per Warrant Security will be
$                       ,
subject to adjustment as provided in the Warrant Agreement (as hereinafter
defined) (the “Warrant
Price”).  The Holder may exercise the Warrants evidenced
hereby by providing certain information set forth on the back hereof and by
paying in full, in lawful money of the United States of America, [in cash or by
certified check or official bank check in New York Clearing House funds] [by
bank wire transfer in immediately available funds], the Warrant Price for each
Warrant Security with respect to which this Warrant is exercised to the Warrant
Agent (as hereinafter defined) and by surrendering this Warrant Certificate,
with the purchase form on the back hereof duly executed, at the corporate trust
office of [name of Warrant Agent], or its successor as warrant agent (the “Warrant Agent”),
which is, on the date hereof, at the address specified on the reverse hereof,
and upon compliance with and subject to the conditions set forth herein and in
the Warrant Agreement (as hereinafter defined).


 


A-1

















 


The term “Holder” as used
herein shall mean [if Warrants are attached to Other Securities and are not
immediately detachable - prior to
                          ,
                
(the “Detachable Date”),
the registered owner of the Company’s [title of Other Securities] to which this
Warrant Certificate was initially attached, and after such Detachable Date,]
the person in whose name at the time this Warrant Certificate shall be
registered upon the books to be maintained by the Warrant Agent for that
purpose pursuant to Section 4 of the Warrant Agreement.


 


The Warrants evidenced by
this Warrant Certificate may be exercised to purchase a whole number of Warrant
Securities in registered form.  Upon any exercise of fewer than all of the
Warrants evidenced by this Warrant Certificate, there shall be issued to the
Holder hereof a new Warrant Certificate evidencing Warrants for the number of
Warrant Securities remaining unexercised.


 


This Warrant Certificate is
issued under and in accordance with the Warrant Agreement dated as of
                          ,
                (the
“Warrant Agreement”),
between the Company and the Warrant Agent and is subject to the terms and
provisions contained in the Warrant Agreement, to all of which terms and provisions
the Holder of this Warrant Certificate consents by acceptance hereof. 
Copies of the Warrant Agreement are on file at the above-mentioned office of
the Warrant Agent.


 


[If Warrants are attached to
Other Securities and are not immediately detachable - Prior to the Detachable
Date, this Warrant Certificate may be exchanged or transferred only together
with the [Title of Other Securities] (the “Other Securities”) to which this Warrant
Certificate was initially attached, and only for the purpose of effecting or in
conjunction with, an exchange or transfer of such Other Security. 
Additionally, on or prior to the Detachable Date, each transfer of such Other
Security on the register of the Other Securities shall operate also to transfer
this Warrant Certificate.  After such date, transfer of this] [If Warrants
are attached to Other Securities and are immediately detachable – Transfer of
this] Warrant Certificate may be registered when this Warrant Certificate is
surrendered at the corporate trust office of the Warrant Agent by the
registered owner or such owner’s assigns, in the manner and subject to the
limitations provided in the Warrant Agreement.


 


[If Other Securities with
Warrants which are not immediately detachable - Except as provided in the
immediately preceding paragraph, after] [If Other Securities with Warrants
which are immediately detachable or Warrants alone - After] countersignature by
the Warrant Agent and prior to the expiration of this Warrant Certificate, this
Warrant Certificate may be exchanged at the corporate trust office of the
Warrant Agent for Warrant Certificates representing Warrants for the same
aggregate number of Warrant Securities.


 


This Warrant Certificate
shall not entitle the Holder hereof to any of the rights of a holder of the
Warrant Securities, including, without limitation, the right to receive
payments of dividends or distributions, if any, on the Warrant Securities
(except to the extent set forth in the Warrant Agreement) or to exercise any
voting rights.


 


Reference is hereby made to
the further provisions of this Warrant Certificate set forth on the reverse
hereof, which further provisions shall for all purposes have the same effect as
if set forth at this place.


 


A-2

















 


This Warrant Certificate
shall not be valid or obligatory for any purpose until countersigned by the
Warrant Agent.


 


In Witness Whereof, the Company has caused this Warrant to be executed in its name and on
its behalf by the facsimile signatures of its duly authorized officers.


 


	
  Dated:

  	
   

  	
   

  	
  Allos
  Therapeutics, Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  
	
   

  	
  Its

  	
   

  
	
  Attest:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Countersigned:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  As Warrant Agent

  	
   

  
	
   

  	
   

  
	
  By

  	
   

  	
   

  	
   

  
	
   

  	
  Authorized Signature

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
								



 


A-3

















 


[REVERSE
OF WARRANT CERTIFICATE]


 


(Instructions
for Exercise of Warrant)


 


To exercise any Warrants
evidenced hereby for Warrant Securities (as hereinafter defined), the Holder
must pay, in lawful money of the United States of America, [in cash or by
certified check or official bank check in New York Clearing House funds] [by
bank wire transfer in immediately available funds], the Warrant Price in full
for Warrants exercised, to [Warrant Agent] [address of Warrant Agent], Attn: 
                                       ,
which payment must specify the name of the Holder and the number of Warrants
exercised by such Holder.  In addition, the Holder must complete the
information required below and present this Warrant Certificate in person or by
mail (certified or registered mail is recommended) to the Warrant Agent at the
appropriate address set forth above.  This Warrant Certificate, completed
and duly executed, must be received by the Warrant Agent within five business
days of the payment.


 


(To be executed upon
exercise of Warrants)


 


The undersigned hereby
irrevocably elects to exercise
                        
Warrants, evidenced by this Warrant Certificate, to purchase
                        shares
of the Common Stock, par value $0.001 per share (the “Warrant Securities”),
of Allos Therapeutics, Inc. and represents that he has tendered payment for
such Warrant Securities, in lawful money of the United States of America, [in
cash or by certified check or official bank check in New York Clearing House
funds] [by bank wire transfer in immediately available funds], to the order of
Allos Therapeutics, Inc., c/o [insert name and address of Warrant Agent], in
the amount of $                        in
accordance with the terms hereof.  The undersigned requests that said
Warrant Securities be in fully registered form in the authorized denominations,
registered in such names and delivered all as specified in accordance with the
instructions set forth below.


 


If the number of Warrants
exercised is less than all of the Warrants evidenced hereby, the undersigned
requests that a new Warrant Certificate evidencing the Warrants for the number
of Warrant Securities remaining unexercised be issued and delivered to the
undersigned unless otherwise specified in the instructions below.


 


	
  Dated

  	
   

  	
   

  	
  Name

  	
   

  
	
   

  	
  (Please Print)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Address

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


A-4

















 


	
   

  	
   

  
	
   

  	
  (Insert Social Security or Other Identifying
  Number of Holder)

  
	
   

  	
   

  
	
   

  	
   

  
	
  Signature Guaranteed

  	
  Signature

  
	
   

  	
   

  
	
   

  	
  (Signature must conform in all respects to name of
  holder as specified on the face of this Warrant Certificate and must bear a
  signature guarantee by a bank, trust company or member broker of the New
  York, Midwest or Pacific Stock Exchange)

  



 


This Warrant may be exercised at the following
addresses:


 


	
  By hand at

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By mail at

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  



 


[Instructions as to form and delivery of Warrant
Securities and, if applicable, Warrant Certificates evidencing Warrants for the
number of Warrant Securities remaining unexercised – complete as appropriate.]


 


A-5

















 


ASSIGNMENT


 


[Form of assignment to be
executed if

Warrant Holder desires to transfer Warrant)


 


FOR VALUE RECEIVED,
                                       hereby
sells, assigns and transfers unto:


 


	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (Please print name and address including zip code)

  	
   

  	
  Please insert Social Security or other identifying
  number

  



 


 


the right represented by the within Warrant to
purchase 
                   shares
of [Title of Warrant Securities] of Allos Therapeutics, Inc. to which the within
Warrant relates and appoints
                   attorney
to transfer such right on the books of the Warrant Agent with full power of
substitution in the premises.


 


	
  Dated

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Signature

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (Signature must conform in all respects to name of
  holder as specified on the face of the Warrant)

  
	
   

  	
   

  	
   

  
	
  Signature Guaranteed

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
						



 


A-6