**EXHIBIT 10.2**

 

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVENOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIREDFOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE ORDISTRIBUTION THEREOF.  NO SUCH SALE OR DISTRIBUTIONMAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATEDTHERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANYTHAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933.

 
| Warrant  No. IVOWDJ-                                               |   | Number of Shares:       |
|-------------------------------------------------------------------------|--------|-------------------------|
| Date of Issuance:  July       , 2005 |   | (subject to adjustment) |

 

**IVOW, INC.**

 

**Common Stock Purchase Warrant**

 

IVOW, Inc. (the “Company”), for valuereceived, 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 timeafter the date hereof and on or before July     , 2010(subject to Section 1(c) below) (the “Expiration Date”), up to                 shares (as adjusted from time to time pursuant to the provisions of thisWarrant) of Common Stock of the Company, at a purchase price of $0.30 pershare.  The shares purchasable uponexercise of this Warrant and the purchase price per share, as adjusted fromtime to time pursuant to the provisions of this Warrant, are sometimeshereinafter referred to as the “Warrant Stock” and the “PurchasePrice,” respectively.

 

This Warrant is issued in connection with that certainSubscription Agreement, dated as of July         ,2005, by and between the Company and the Registered Holder (the “SubscriptionAgreement”) and is subject to the terms and conditions of the SubscriptionAgreement.  The Warrant Stock possessescertain registration rights pursuant to the Subscription Agreement.

 

# 1.       **Exercise**.

#  

## (a)           **Manner of Exercise**.  ThisWarrant may be exercised by the Registered Holder, in whole or in part, bysurrendering this Warrant, with the purchase/exercise form appended hereto as Exhibit A(“Exercise Form”) duly executed by such Registered Holder or by such RegisteredHolder’s duly authorized attorney, at the principal office of the Company, orat such other office or agency as the Company may designate, accompanied bypayment in full of the Purchase Price payable in respect of the number ofshares 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 bedeemed to have been effected immediately prior to the close of business on theday on which this Warrant shall have been surrendered to the Company asprovided in Section 1(a) above. At such

 

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## time, the personor persons in whose name or names any certificates for Warrant Stock shall beissuable upon such exercise as provided in Section 1(d) below shallbe deemed to have become the holder or holders of record of the Warrant Stockrepresented by such certificates.

##  

## (c)           **Early Termination. **If on any date after the later of (i) theeffectiveness of the Registration Statement (as defined in the SubscriptionAgreement), and (ii) the date on which Shareholder Approval (as defined inthe Subscription Agreement) is obtained, the closing price of the Common Stock,as quoted on the Nasdaq National Market, the Nasdaq SmallCap Market or theprincipal exchange on which the Common Stock is listed, or if not so listedthen in the over-the-counter market as published in The Wall Street Journal,for 20 consecutive trading days equals at least $1.80 (subject to adjustment inthe event of any subdivision, combination or reclassification affecting theCommon Stock), the Company shall have the right, as its option and upon 30 dayswritten notice (the “Notice”) to the Registered Holder, to terminate thisWarrant; provided that (i) the Registered Holder shall have the right toexercise 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 duringsuch 30-day notice period.  Uponsuch termination, the Registered Holder shall have no further rightshereunder.  The Registered Holder shallhave the right to exercise the Warrant until the earlier of (i) thetermination of the 30 day notice period or (ii) the Expiration Date.

##  

## (d)           **Delivery to Holder. **As soon as practicable after the exerciseof this Warrant in whole or in part, and in any event within ten (10) daysthereafter, 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 bysuch Holder of any applicable transfer taxes) may direct:

 

(i)            acertificate or certificates for the number of shares of Warrant Stock to whichsuch Registered Holder shall be entitled, and

 

(ii)           incase such exercise is in part only, a new warrant or warrants (dated the datehereof) of like tenor, calling in the aggregate on the face or faces thereoffor the number of shares of Warrant Stock equal (without giving effect to anyadjustment therein) to the number of such shares called for on the face of thisWarrant minus the number of such shares purchased by the Registered Holder uponsuch exercise as provided in Section 1(a) above.

 

# 2.       **Adjustments**.

#  

## (a)           **Stock Splits and Dividends.**  If outstanding shares of the Company’s CommonStock shall be subdivided into a greater number of shares or a dividend inCommon Stock shall be paid in respect of Common Stock, the Purchase Price ineffect immediately prior to such subdivision or at the record date of suchdividend shall simultaneously with the effectiveness of such subdivision orimmediately after the record date of such dividend be proportionatelyreduced.  If outstanding shares of CommonStock shall be combined into a smaller number of shares, the Purchase Price ineffect immediately prior to such combination shall, simultaneously with theeffectiveness of such combination, be proportionately increased.  When any adjustment is required to be made inthe Purchase Price, the number of shares of Warrant Stock purchasable upon theexercise of this Warrant shall be changed to the number

 

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## determined bydividing (i) an amount equal to the number of shares issuable upon theexercise of this Warrant immediately prior to such adjustment, multiplied bythe Purchase Price in effect immediately prior to such adjustment, by (ii) thePurchase Price in effect immediately after such adjustment.

##  

## (b)           **Reclassification, Etc. **In case of any reclassification or changeof the outstanding securities of the Company or of any reorganization of theCompany (or any other corporation the stock or securities of which are at thetime receivable upon the exercise of this Warrant) or any similar corporatereorganization on or after the date hereof, then and in each such case the holderof this Warrant, upon the exercise hereof at any time after the consummation ofsuch reclassification, change, reorganization, merger or conveyance, shall beentitled to receive, in lieu of the stock or other securities and propertyreceivable upon the exercise hereof prior to such consummation, the stock orother securities or property to which such holder would have been entitled uponsuch consummation if such holder had exercised this Warrant immediately priorthereto, 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 tothe shares of stock or other securities properly receivable upon the exerciseof this Warrant after such consummation.

##  

## (c)           **Adjustment Certificate. **When any adjustment is required to bemade in the Warrant Stock or the Purchase Price pursuant to this Section 2,the Company shall promptly mail to the Registered Holder a certificate settingforth (i) a brief statement of the facts requiring such adjustment, (ii) thePurchase Price after such adjustment and (iii) the kind and amount ofstock or other securities or property into which this Warrant shall beexercisable after such adjustment.

##  

# 3.       **Transfers**.

#  

## (a)           **Unregistered Security.**  Each holder of this Warrant acknowledges thatthis Warrant and the Warrant Stock have not been registered under theSecurities Act of 1933, as amended (the “Securities Act”), and agreesnot to sell, pledge, distribute, offer for sale, transfer or otherwise disposeof 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 Warrantor such Warrant Stock and registration or qualification of this Warrant or suchWarrant Stock under any applicable U.S. federal or state securities law then ineffect or (ii) an opinion of counsel, satisfactory to the Company, thatsuch registration and qualification are not required.  Each certificate or other instrument forWarrant Stock issued upon the exercise of this Warrant shall bear a legendsubstantially to the foregoing effect.

##  

## (b)           **Transferability.**  Subject to the provisions of Section 3(a) hereof(and any other restrictions conferredherein) this Warrant and all rights hereunder are transferable, in wholeor in part, upon surrender of the Warrant with a properly executed assignment(in the form of Exhibit B hereto) at the principal office of theCompany provided, however, that this Warrant may notbe transferred unless the transferee agrees in writing to be bound by the termsof this Warrant and the terms of the Subscription Agreement.

 

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

#  

# 4.       **Representations and Warranties of RegisteredHolders. **The RegisteredHolder represents and warrants to the Company as follows:

#  

## (a)           ThisWarrant and the Warrant Stock issuable upon exercise thereof are being acquiredfor its own account, for investment and not with a view to, or for resale inconnection with, any distribution or public offering thereof within the meaningof the Act.  Upon exercise of thisWarrant, the Registered Holder shall, if so requested by the Company, confirmin writing, in a form satisfactory to the Company, that the securities issuableupon exercise of this Warrant are being acquired for investment and not with aview toward distribution or resale.

##  

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

##  

## (c)           TheRegistered Holder has such knowledge and experience in financial and businessmatters that is capable of evaluating the merits and risks of the purchase ofthis Warrant and the Warrant Stock purchasable pursuant to the terms of thisWarrant and of protecting its interests in connection therewith.

##  

## (d)           TheRegistered Holder is able to bear the economic risk of the purchase of theWarrant Stock pursuant to the terms of this Warrant.

##  

## (e)           TheRestated Holder confirms all representations made by it in the SubscriptionAgreement.

##  

# 5.       **Reservation of Stock**.  The Company will at all times reserve andkeep available, solely for the issuance and delivery upon the exercise of thisWarrant, 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 Holderof any Warrant or Warrants, properly endorsed, to the Company at the principaloffice of the Company, the Company will, subject to the provisions of Section 3hereof, issue and deliver to or upon the order of such Holder, at the Company’sexpense, a new Warrant or Warrants of like tenor, in the name of suchRegistered Holder or as such Registered Holder (upon payment by such Registered

 

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# Holder of any applicable transfer taxes) may direct,calling in the aggregate on the face or faces thereof for the number of sharesof Common Stock called for on the face or faces of the Warrant or Warrants sosurrendered.

#  

# 7.       **Replacement of Warrants.**  Upon receipt of evidence reasonablysatisfactory to the Company of the loss, theft, destruction or mutilation ofthis Warrant and (in the case of loss, theft or destruction) upon delivery ofan indemnity agreement (with surety if reasonably required) in an amountreasonably satisfactory to the Company, or (in the case of mutilation) uponsurrender and cancellation of this Warrant, the Company will issue, in lieuthereof, a new Warrant of like tenor.

#  

# 8.       **Notices.**  Any notice required or permitted by thisWarrant shall be in writing and shall be deemed sufficient upon receipt, whendelivered personally or by courier, overnight delivery service or confirmedfacsimile, or forty-eight (48) hours after being deposited in the regular mailas certified or registered mail (airmail if sent internationally) with postageprepaid, addressed (a) if to the Registered Holder, to the address of theRegistered Holder most recently furnished in writing to the Company and (b) ifto the Company, to the address set forth below or subsequently modified bywritten notice to the Registered Holder.

#  

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

#  

# 10.     **No Fractional Shares.**  No fractional shares of Common Stock will beissued in connection with any exercise hereunder.  In lieu of any fractional shares which wouldotherwise be issuable, the Company shall pay cash equal to the product of suchfraction multiplied by the fair market value of one share of Common Stock onthe date of exercise, as determined in good faith by the Company’s Board ofDirectors.

#  

# 11.     **Amendment or Waiver.**  Any term of this Warrant may be amended orwaived only by an instrument in writing signed by the party against whichenforcement of the amendment or waiver is sought.

#  

# 12.     **Headings.**  The headings in this Warrant are for purposesof reference only and shall not limit or otherwise affect the meaning of anyprovision of this Warrant.

 

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# 13.     **Governing Law.** This Warrant shall begoverned, construed and interpreted in accordance with the laws of the State ofCalifornia, without giving effect to principles of conflicts of law.

 

 
|                         | **IVOW,  INC.**                                  |
|------------------------------|--------------------------------------------------|
|                         | ** **                                       |
|                         |                                             |
|                         | By                                               |   |   |
|                         | Michael H.  Owens, M.D., Chief Executive Officer |
|                         |                                             |
|                         | Address:                                         | 2101 Faraday Avenue |
|                         |                                             | Carlsbad, CA 92008 |
|                         |                                             |   |
|                         | Fax Number:                                      | (760) 603-9170 |
|                         |                                             |
|                         |                                             |
| **ACKNOWLEDGED  AND AGREED** |                                             |
|                         |                                             |
| **REGISTERED  HOLDER**       |                                             |
|                         |                                             |
| By:                          |                                             |   |   |
|                         |                                             |
| Name:                        |                                             |   |   |
|                         |                                             |
| Title:                       |                                             |   |   |
|                              |                                                  |  |  |  |  |  |  |  |  |

 

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EXHIBIT A

 

**PURCHASE/EXERCISEFORM**

 
| To:    | IVOW, Inc           | Dated: |   |
|--------|---------------------|--------|--------|
|   | 2101 Faraday Avenue |   |   |
|   | Carlsbad, CA 92008  |   |   |

 

1.             Chooseone:

 

o            Theundersigned, 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 paymentof $                ,representing the full purchase price for such shares at the price per shareprovided for in such Warrant.

 

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

 
|                |
|---------------------|
| (Name  and address) |

 

3.             Theundersigned hereby represents and warrants that the aforesaid shares are beingacquired for the account of the undersigned for investment and not with a viewto, or for resale, in connection with the distribution thereof, and that theundersigned has no present intention of distributing or reselling suchshares.  The undersigned furtherrepresents and warrants that all representations and warranties of theundersigned set forth in Section 4 of the attached Warrant are true andcorrect as of the date hereof.

 
|   | Signature:             |   |   |
|--------|------------------------|--------|--------|
|   |                   |
|   | Name (print):          |   |   |
|   |                   |
|   | Title (if  applic.)    |   |   |
|   |                   |
|   | Company (if  applic.): |   |   |
|   |                   |
|   | Address:               |   |   |
|   |                   |   |   |
|   |                   |   |   |
|        |                        |        |        |  |  |  |  |

 

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EXHIBIT B

 

**ASSIGNMENTFORM**

 

FOR VALUE RECEIVED,                                        hereby sells, assigns and transfers all of the rights of the undersigned underthe attached Warrant                     with respect to the number of shares of Common Stock covered thereby set forthbelow, to:

 
| **Name of Assignee** | ** ** | **Address/Fax Number** | ** ** | **No. of Shares** | ** ** |
|----------------------|------------|------------------------|------------|------------------------|------------|
|                 |       |                   |       |                   |       |
|                 |       |                   |       |                   |       |
|                 |       |                   |       |                   |       |

 

 
| Dated: |   |   | Signature: |   |   |
|--------|--------|--------|------------|--------|--------|
|   |   |   |
|   | Name:  |   |       |
|   |   |   |
| Dated: |   |   | Witness:   |   |   |
|        |        |        |            |        |        |  |  |

 

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