Exhibit 4.14


 


ALLOS
THERAPEUTICS, INC.


 


and


 


                    ,
As Warrant Agent


 


FORM
OF DEPOSITARY SHARES

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 Depositary Shares Warrant Agreement


 


Depositary Shares 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 [title of Depositary Shares purchasable
through exercise of Warrants] (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
purchase the number of Warrant Securities specified in the applicable Warrant
Certificate at an 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 [title of Depositary Shares purchasable
through exercise of Warrants] 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 [title of Depositary
Shares purchasable through exercise of Warrants] 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 [title of Preferred Stock underlying the Depositary Shares
purchasable through exercise of Warrants] (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)            [title of Preferred Stock underlying
Depositary Shares purchasable through exercise of Warrants] or any shares of
stock or other securities which are at any time


 


5

















 


directly or indirectly
convertible into or exchangeable for [title of Preferred Stock underlying
Depositary Shares purchasable through exercise of Warrants], or any rights or
options to subscribe for, purchase or otherwise acquire any of the foregoing by
way of dividend or other distribution;


 


(ii)           any cash paid or payable otherwise
than in accordance with the terms of [title of Preferred Stock underlying
Depositary Shares purchasable through exercise of Warrants] or 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)          [title of Preferred Stock underlying
Depositary Shares purchasable through exercise of Warrants] 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 [title of Depositary Shares purchasable through exercise
of Warrants] 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 [title of Preferred Stock
underlying Depositary Shares purchasable through exercise of Warrants] 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 [title of Depositary Shares purchasable
through exercise of Warrants] or [title of Preferred Stock underlying
Depositary Shares purchasable through the exercise of the Warrants] 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 [title of Depositary Shares purchasable through
exercise of Warrants] or [title of Preferred Stock underlying Depositary Shares
purchasable through the exercise of the Warrants] other than the issuance of
additional shares of [title of Depositary Shares purchasable through exercise
of Warrants] or [title of Preferred Stock underlying Depositary Shares
purchasable through the exercise of the Warrants]) 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


 


6

















 


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 shares of [title of
Depositary Shares purchasable through the exercise of the Warrants] 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 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 any securities of the Company 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


 


7

















 


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
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 [title of Depositary Shares purchasable
through exercise of Warrants] or [title of Preferred Stock underlying
Depositary Shares purchasable through the exercise of the Warrants] 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 [title of Preferred Stock underlying
Depositary Shares purchasable through the exercise of Warrants] 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 [title of Depositary Shares purchasable through the exercise of the
Warrants] of record shall be entitled to exchange their shares of [title of
Depositary Shares purchasable through the exercise of the Warrants] 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 [title of Depositary Shares
purchasable through the exercise of the Warrants] equals or exceeds
                
percent (               %)
of the then effective Warrant Price on any twenty Trading Days (as hereinafter
defined) within a period of thirty consecutive


 


8

















 


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 [title of Depositary Shares purchasable through the exercise
of the Warrants] 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 [title of Depositary Shares purchasable through the exercise of the
Warrants], in either case as reported on the New York Stock Exchange Composite
Tape or, if the [title of Depositary Shares purchasable through the exercise of
the Warrants] is not listed or admitted to trading on the New York Stock
Exchange, on the principal national securities exchange on which the [title of
Depositary Shares purchasable through the exercise of the Warrants] 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 [title of
Depositary Shares purchasable through the exercise of the Warrants] 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
principal market for the [title of Depositary Shares purchasable through the
exercise of the Warrants], 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


 


9

















 


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
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


 


10

















 


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:


 


(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.


 


11

















 


(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 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


 


12

















 


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 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


 


13

















 


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.


 


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.


 


14

















 


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.


 


15

















 


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 Depositary Shares 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

[TITLE OF WARRANT SECURITIES]


 


	
  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 [Title of Warrant Securities] (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 [Title of Warrant Securities] (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

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
						



 


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  (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

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


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