EXHIBIT 4.7


 


THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT
WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO
SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION
STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO
THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF
1933.


 


	
  Warrant No. IVOWDJ- 

  	
   

  	
   

  	
   

  	
  Number of Shares:

  	
   

  	
   

  
	
  Date of Issuance:

  	
   

  	
  , 2006

  	
   

  	
  (subject to adjustment)

  
								



 


IVOW, INC.


 


Common Stock Purchase Warrant


 


IVOW, Inc. (the “Company”), for value received, hereby certifies
that _____________ or its registered assigns (the “Registered Holder”),
is entitled, subject to the terms set forth below, to purchase from the
Company, at any time after the date hereof and on or before ______, 2011
(subject to Section 1(c) below) (the “Expiration Date”), up to _____ shares (as
adjusted from time to time pursuant to the provisions of this Warrant) of
Common Stock of the Company, at a purchase price of $ _____ per share. The
shares purchasable upon exercise of this Warrant and the purchase price per
share, as adjusted from time to time pursuant to the provisions of this Warrant,
are sometimes hereinafter referred to as the “Warrant Stock” and the “Purchase
Price,” respectively.


 


This Warrant is issued in connection with that certain Subscription
Agreement, dated as of ________, 2006, by and between the Company and the Registered
Holder (the “Subscription Agreement”) and is subject to the terms and
conditions of the Subscription Agreement. The Warrant Stock possesses certain
registration rights pursuant to the Subscription Agreement. Capitalized terms
used but not defined herein shall have the meanings as defined in the
Subscription Agreement.


 


1.             Exercise.


 


(a)                   Manner of Exercise. This Warrant may be
exercised by the Registered Holder, in whole or in part, by surrendering this
Warrant, with the purchase/exercise form appended hereto as Exhibit A
(“Exercise Form”) duly executed by such Registered Holder or by such Registered
Holder’s duly authorized attorney, at the principal office of the Company, or
at such other office or agency as the Company may designate, accompanied by
payment in full of the Purchase Price payable in respect of the number of
shares of Warrant Stock purchased upon such exercise. The Purchase Price may be
paid only by cash, check or wire transfer.


 

















 


(b)                   Effective Time of Exercise. Each
exercise of this Warrant shall be deemed to have been effected immediately
prior to the close of business on the day on which this Warrant shall have been
surrendered to the Company as provided in Section 1(a) above. At such time, the
person or persons in whose name or names any certificates for Warrant Stock
shall be issuable upon such exercise as provided in Section 1(d) below shall be
deemed to have become the holder or holders of record of the Warrant Stock
represented by such certificates.


 


(c)                   Early Termination. If on any date after
the effectiveness of the Registration Statement (as defined in the Subscription
Agreement), the closing price of the Common Stock, as quoted on the Nasdaq
National Market, the Nasdaq SmallCap Market or the principal exchange on which
the Common Stock is listed, or if not so listed then in the over-the-counter
market as published in The Wall Street Journal, for 20 consecutive trading days
equals at least $ ____ (subject to adjustment in the event of any subdivision,
combination or reclassification affecting the Common Stock), the Company shall
have the right, as its option and upon 30 days written notice (the “Notice”) to
the Registered Holder, to terminate this Warrant; provided that (i) the
Registered Holder shall have the right to exercise this Warrant at any time
prior to such termination pursuant to Section 1(a), and (ii) the Registration
Statement shall be effective at all times during such 30-day notice period. Upon
such termination, the Registered Holder shall have no further rights hereunder.
The Registered Holder shall have the right to exercise the Warrant until the
earlier of (i) the termination of the 30 day notice period or (ii) the
Expiration Date.


 


(d)                   Delivery to Holder. As soon as
practicable after the exercise of this Warrant in whole or in part, and in any
event within ten (10) days thereafter, the Company at its expense will cause to
be issued in the name of, and delivered to, the Registered Holder, or as such
Holder (upon payment by such Holder of any applicable transfer taxes) may
direct:


 


(i)      a certificate or certificates
for the number of shares of Warrant Stock to which such Registered Holder shall
be entitled, and


 


(ii)     in case such exercise is in part
only, a new warrant or warrants (dated the date hereof) of like tenor, calling
in the aggregate on the face or faces thereof for the number of shares of
Warrant Stock equal (without giving effect to any adjustment therein) to the
number of such shares called for on the face of this Warrant minus the number
of such shares purchased by the Registered Holder upon such exercise as
provided in Section 1(a) above.


 


2.             Adjustments.


 


(a)                   Stock Splits and Dividends. If
outstanding shares of the Company’s Common Stock shall be subdivided into a
greater number of shares or a dividend in Common Stock shall be paid in respect
of Common Stock, the Purchase Price in effect immediately prior to such
subdivision or at the record date of such dividend shall simultaneously with
the effectiveness of such subdivision or immediately after the record date of
such dividend be proportionately reduced. If outstanding shares of Common Stock
shall be combined into a smaller number of shares, the Purchase Price in effect
immediately prior to such combination shall, simultaneously with the effectiveness
of such combination, be proportionately increased.


 


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When
any adjustment is required to be made in the Purchase Price, the number of
shares of Warrant Stock purchasable upon the exercise of this Warrant shall be
changed to the number determined by dividing (i) an amount equal to the
number of shares issuable upon the exercise of this Warrant immediately prior
to such adjustment, multiplied by the Purchase Price in effect immediately
prior to such adjustment, by (ii) the Purchase Price in effect immediately
after such adjustment.


 


(b)                   Reclassification, Etc. In case of any
reclassification or change of the outstanding securities of the Company or of
any reorganization of the Company (or any other corporation the stock or
securities of which are at the time receivable upon the exercise of this
Warrant) or any similar corporate reorganization on or after the date hereof,
then and in each such case the holder of this Warrant, upon the exercise hereof
at any time after the consummation of such reclassification, change,
reorganization, merger or conveyance, shall be entitled to receive, in lieu of
the stock or other securities and property receivable upon the exercise hereof
prior to such consummation, the stock or other securities or property to which
such holder would have been entitled upon such consummation if such holder had
exercised this Warrant immediately prior thereto, all subject to further
adjustment as provided in Section 2(a); and in each such case, the terms of
this Section 2 shall be applicable to the shares of stock or other
securities properly receivable upon the exercise of this Warrant after such
consummation.


 


(c)                   Price-Based Exercise Price Adjustment. If
at any time within twelve (12) months following the date of the issuance of
this Warrant, (i) the Company completes a Qualified Financing and (ii) the
Effective Purchase Price Per Share of Common Stock issued or issuable to the
participants in such Qualified Financing is less than the Purchase Price, the
Purchase Price shall be automatically reduced to the Effective Purchase Price
Per Share of Common Stock in such Qualified Financing. For purposes of clarity,
the Purchase Price adjustment provided for in this Section 2(c) shall only
apply to the first Qualified Financing the Company completes after the date of
this Warrant. Notwithstanding anything to the contrary in this Warrant, (i) the
number of shares of Warrant Stock purchasable upon the exercise of this Warrant
shall remain unchanged despite any change to the Purchase Price provided for
under this Section 2(c) and (ii) in no event, shall the Purchase Price be
reduced below $0.001 per share based on the adjustment provided for under this
Section 2(c). The term “Qualified Financing” shall mean any equity
and/or debt financing by the Company in which the Company receives gross
proceeds of at least $1,000,000 from investors and the security issued in such
financing is convertible and/or exercisable for shares of the Company’s Common
Stock. The term “Effective Purchase Price Per Share of Common Stock”
shall mean the (i) the aggregate maximum number of shares of Common Stock
issued or issuable in such Qualified Financing (assuming the conversion and
exercise of all convertible and/or exercisable securities issued in such
Qualified Financing and the satisfaction of any conditions to convertibility or
exchangeability, including without limitation the passage of time, but without
taking into account potential antidilution adjustments) divided by (ii) the
aggregate gross proceeds received by the Company in such Qualified Financing
plus any additional gross proceeds (without taking into account potential
antidilution adjustments) to be received by the Company upon the conversion
and/or exercise of such securities or the exercise of any related options or
rights. This Section 2(c) shall terminate upon a Change of Control of the
Company, where the term “Change of Control” shall include: (i) any bona
fide sale, conveyance or disposition of all or substantially all of the
Company’s assets


 


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(including,
without limitation, a grant of an exclusive license or exclusive licenses to
all or substantially all of the corporation’s intellectual property) or (ii)
the acquisition of the Company by means of consolidation, merger or other form
of corporate reorganization by a single or related series of transactions in
which the outstanding shares of the Company are converted or exchanged for
securities or other consideration issued, or caused to be issued, by the
acquiring corporation or its subsidiary, unless the Company’s stockholders of
record as constituted immediately prior to such sale, conveyance, disposition
or acquisition will hold more than a majority of the voting power of the
surviving entity immediately following such sale, conveyance, disposition or
acquisition.


 


(d)                   Adjustment Certificate. When any
adjustment is required to be made in the Warrant Stock or the Purchase Price
pursuant to this Section 2, the Company shall promptly mail to the Registered
Holder a certificate setting forth (i) a brief statement of the facts requiring
such adjustment, (ii) the Purchase Price after such adjustment and (iii) the
kind and amount of stock or other securities or property into which this
Warrant shall be exercisable after such adjustment.


 


3.             Transfers.


 


(a)                   Unregistered Security. Each holder of
this Warrant acknowledges that this Warrant and the Warrant Stock have not been
registered under the Securities Act of 1933, as amended (the “Securities Act”),
and agrees not to sell, pledge, distribute, offer for sale, transfer or
otherwise dispose of this Warrant or any Warrant Stock issued upon its exercise
in the absence of (i) an effective registration statement under the Act as to
this Warrant or such Warrant Stock and registration or qualification of this
Warrant or such Warrant Stock under any applicable U.S. federal or state
securities law then in effect or (ii) an opinion of counsel, satisfactory to
the Company, that such registration and qualification are not required. Each
certificate or other instrument for Warrant Stock issued upon the exercise of
this Warrant shall bear a legend substantially to the foregoing effect.


 


(b)                   Transferability. Subject to the
provisions of Section 3(a) hereof (and any other restrictions conferred herein)
this Warrant and all rights hereunder are transferable, in whole or in part,
upon surrender of the Warrant with a properly executed assignment (in the form
of Exhibit B hereto) at the principal office of the Company provided,
however, that this Warrant may not be transferred unless the transferee
agrees in writing to be bound by the terms of this Warrant and the terms of the
Subscription Agreement.


 


(c)                   Warrant Register. The Company will
maintain a register containing the names and addresses of the Registered
Holders of this Warrant. Until any transfer of this Warrant is made in the
warrant register, the Company may treat the Registered Holder of this Warrant
as the absolute owner hereof for all purposes; provided, however,
that if this Warrant is properly assigned in blank, the Company may (but shall
not be required to) treat the bearer hereof as the absolute owner hereof for
all purposes, notwithstanding any notice to the contrary. Any Registered Holder
may change such Registered Holder’s address as shown on the warrant register by
written notice to the Company requesting such change.


 


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4.             Representations and Warranties of Registered Holders. The
Registered Holder represents and warrants to the Company as follows:


 


(a)                   This Warrant
and the Warrant Stock issuable upon exercise thereof are being acquired for its
own account, for investment and not with a view to, or for resale in connection
with, any distribution or public offering thereof within the meaning of the Act.
Upon exercise of this Warrant, the Registered Holder shall, if so requested by
the Company, confirm in writing, in a form satisfactory to the Company, that
the securities issuable upon exercise of this Warrant are being acquired for
investment and not with a view toward distribution or resale.


 


(b)                   The
Registered Holder understand that this Warrant and the Warrant Stock have not
been registered under the Act, and that they must be held by the Registered
Holder indefinitely, and that the Registered Holder must therefore bear the
economic risk of such investment indefinitely, unless a subsequent disposition
thereof is registered under the Act or is exempted from such registrations.


 


(c)                   The
Registered Holder has such knowledge and experience in financial and business
matters that is capable of evaluating the merits and risks of the purchase of
this Warrant and the Warrant Stock purchasable pursuant to the terms of this
Warrant and of protecting its interests in connection therewith.


 


(d)                   The
Registered Holder is able to bear the economic risk of the purchase of the
Warrant Stock pursuant to the terms of this Warrant.


 


(e)                   The
Registered Holder confirms all representations made by it in the Subscription
Agreement.


 


5.             Reservation of Stock. The Company will at all times
reserve and keep available, solely for the issuance and delivery upon the
exercise of this Warrant, such shares of Warrant Stock and other stock,
securities and property, as from time to time shall be issuable upon the
exercise of this Warrant.


 


6.             Exchange of Warrants. Upon the surrender by the Registered
Holder of any Warrant or Warrants, properly endorsed, to the Company at the
principal office of the Company, the Company will, subject to the provisions of
Section 3 hereof, issue and deliver to or upon the order of such Holder, at the
Company’s expense, a new Warrant or Warrants of like tenor, in the name of such
Registered Holder or as such Registered Holder (upon payment by such Registered
Holder of any applicable transfer taxes) may direct, calling in the aggregate
on the face or faces thereof for the number of shares of Common Stock called
for on the face or faces of the Warrant or Warrants so surrendered.


 


7.             Replacement of Warrants. Upon receipt of evidence
reasonably satisfactory to the Company of the loss, theft, destruction or
mutilation of this Warrant and (in the case of loss, theft or destruction) upon
delivery of an indemnity agreement (with surety if reasonably required) in an
amount reasonably satisfactory to the Company, or (in the case of mutilation)
upon surrender


 


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and cancellation of this
Warrant, the Company will issue, in lieu thereof, a new Warrant of like tenor.


 


8.             Notices. Any notice required or permitted by this Warrant
shall be in writing and shall be deemed sufficient upon receipt, when delivered
personally or by courier, overnight delivery service or confirmed facsimile, or
forty-eight (48) hours after being deposited in the regular mail as certified
or registered mail (airmail if sent internationally) with postage prepaid,
addressed (a) if to the Registered Holder, to the address of the Registered
Holder most recently furnished in writing to the Company and (b) if to the
Company, to the address set forth below or subsequently modified by written
notice to the Registered Holder.


 


9.             No Rights as Stockholder. Until the exercise of this
Warrant, the Registered Holder of this Warrant shall not have or exercise any
rights by virtue hereof as a stockholder of the Company.


 


10.           No
Fractional Shares. No fractional shares of Common Stock will be
issued in connection with any exercise hereunder. In lieu of any fractional
shares which would otherwise be issuable, the Company shall pay cash equal to
the product of such fraction multiplied by the fair market value of one share
of Common Stock on the date of exercise, as determined in good faith by the
Company’s Board of Directors.


 


11.           Amendment
or Waiver. Any term of this Warrant may be amended or waived
only by an instrument in writing signed by the party against which enforcement
of the amendment or waiver is sought.


 


12.           Headings.
The headings in this Warrant are for purposes of reference only and shall
not limit or otherwise affect the meaning of any provision of this Warrant.


 


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13.           Governing
Law. This Warrant shall be governed, construed and interpreted
in accordance with the laws of the State of California, without giving effect
to principles of conflicts of law.


 


 


	
   

  	
  IVOW, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  Michael H. Owens, M.D., Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
   

  	
  11455 El Camino Real

  
	
   

  	
   

  	
   

  	
  Suite 140

  
	
   

  	
   

  	
   

  	
  San Diego, CA 92130-2098

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Fax Number:

  	
  (858) 847-4811

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ACKNOWLEDGED AND AGREED

  	
   

  
	
   

  
	
  REGISTERED HOLDER

  
	
   

  
	
  By:

  	
   

  	
   

  
	
   

  
	
  Name:

  	
   

  	
   

  
	
   

  
	
  Title: 

  	
   

  	
   

  
										



 


7

















 


EXHIBIT A


 


PURCHASE/EXERCISE FORM


 


	
  To:

  	
  IVOW, Inc

  	
  Dated:

  
	
   

  	
  11455 El Camino Real

  	
   

  
	
   

  	
  Suite 140

  	
   

  
	
   

  	
  San Diego, CA 92130-2098

  	
   

  



 


1.             Choose one:


 


o            The undersigned, pursuant to the
provisions set forth in the attached Warrant No. ________, hereby irrevocably
elects to purchase __________ shares of the Common Stock covered by such
Warrant and herewith makes payment of $ __________, representing the full
purchase price for such shares at the price per share provided for in such
Warrant.


 


2.             Please issue a
certificate or certificates representing said shares in the name of the
undersigned or in such other name as is specified below:


 


	
   

  	
   

  	
   

  
	
   

  	
  (Name and address)

  	
   

  



 


 


3.                             The
undersigned hereby represents and warrants that the aforesaid shares are being
acquired for the account of the undersigned for investment and not with a view
to, or for resale, in connection with the distribution thereof, and that the
undersigned has no present intention of distributing or reselling such shares. The
undersigned further represents and warrants that all representations and
warranties of the undersigned set forth in Section 4 of the attached Warrant
are true and correct as of the date hereof.


 


	
   

  	
  Signature:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name
  (print):

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Title (if
  applic.)

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Company (if
  applic.):

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Address:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
								



 


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EXHIBIT B


 


ASSIGNMENT FORM


 


FOR VALUE RECEIVED, ______________________________________________
hereby sells, assigns and transfers all of the rights of the undersigned under
the attached Warrant _________ with respect to the number of shares of Common
Stock covered thereby set forth below, to:


 


	
  Name of Assignee

  	
   

  	
  Address/Fax Number

  	
   

  	
  No. of Shares

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 


	
  Dated:

  	
   

  	
   

  	
  Signature:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  
	
  Dated:

  	
   

  	
   

  	
  Witness:

  	
   

  	
   

  
									



 


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