Form of Warrant issued to Life Sciences Capital LLC



 Exhibit 10.42 
 CARDIUM THERAPEUTICS, INC. 
 Warrant for the Purchase of Shares of Common Stock

 THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”), OR UNDER THE PROVISIONS OF ANY
APPLICABLE STATE SECURITIES LAWS. THIS SECURITY MAY NOT BE SOLD, PLEDGED, TRANSFERRED OR ASSIGNED EXCEPT IN A TRANSACTION WHICH IS EXEMPT UNDER PROVISIONS OF THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT AND, IN THE CASE OF AN EXEMPTION, ONLY IF THE ISSUER HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION OF THIS SECURITY UNDER THE ACT OR APPLICABLE STATE SECURITIES LAWS.

 FOR VALUE RECEIVED, CARDIUM THERAPEUTICS, INC., a Delaware corporation (the “Company”), hereby certifies that LIFE
SCIENCES CAPITAL LLC (the “Holder”) is entitled, subject to the provisions of this Warrant, to purchase from the Company in the aggregate, at the times specified herein, a number of the fully paid and non-assessable shares of the
Company’s Common Stock equal to the Warrant Shares (as hereinafter defined), at a purchase price per share equal to the Exercise Price (as hereinafter defined). The number of Warrant Shares and the Exercise Price are each subject to adjustment
from time to time as hereinafter set forth. 
 (a) DEFINITIONS. The following terms, as used herein, have the following meanings:

 “Business Day” means any day except a Saturday, Sunday or other day on which commercial banks in the City of New York are
required or authorized by law to close. 
 “Common Stock” means the Common Stock, par value $0.0001 per share, of the
Company. 
 “Exercise Price” means $3.75 per Warrant Share, subject to adjustment from time to time as provided herein.








 “Expiration Date” means the first to occur of (i) November 12, 2012, or
(ii) the closing date of any reorganization, consolidation or merger of the Company, transfer of all or substantially all of the assets of the Company or any simultaneous sale of more than a majority of the then outstanding securities of the
Company (or, if later, the date on which notice of such transaction is given to the Holder in accordance with paragraph (k) hereof). 
 “Fair Market Value” means, with respect to one share of Common Stock on any date, the average of the closing sales price per share of Common Stock on the principal market on which the Common Stock is traded for the 10
consecutive trading days immediately preceding (but not including) such date, or, if the Common Stock is not publicly traded, the Fair Market Value of such share shall be determined by the Board of Directors of the Company, acting in good faith.

 “Person” means an individual, partnership, corporation, trust, joint stock company, association, joint venture, or any
other entity or organization, including a government or political subdivision or an agency or instrumentality thereof. 
 “Warrant
Shares” means 93,333 shares of Common Stock, subject to adjustment from time to time as provided herein. 
 (b) EXERCISE OF
WARRANT. 
 (1) The Holder is entitled to exercise this Warrant in whole or in part at any time, or from time to time after 10 days’
prior written notice to the Company on or prior to the Expiration Date or, if the Expiration Date is not a Business Day, then on the next succeeding day that shall be a Business Day, by presentation and surrender hereof to the Company with the
Exercise Subscription Form annexed hereto duly executed and accompanied by payment of the Exercise Price for the number of Warrant Shares specified in such form (the “Specified Warrant Shares”), all subject to the terms and conditions
hereof. Notwithstanding anything herein to the contrary, in lieu of payment in cash of the applicable Exercise Price, the Holder may elect to exercise this Warrant by canceling a portion of this Warrant in payment of the applicable Exercise Price
and to receive upon exercise of this Warrant the number of Specified Warrant Shares reduced by a number of shares of Common Stock having an aggregate Fair Market Value on the Exercise Date equal to the aggregate Exercise Price for the Specified
Warrant Shares. 
 (2) The Exercise Price shall be paid in lawful money of the United States in cash or by certified or official bank check
or bank cashier’s check payable to the order of the Company, or by any combination of such cash or check. Upon receipt by the Company of this Warrant Certificate and the Exercise Subscription Form, together with the applicable Exercise Price,
at the Company’s office designated for such purpose (which office initially shall be that set forth in paragraph (1) herein), in proper form for exercise (the date of such event being the “Exercise Date”), the Holder shall be
deemed to be the holder of record of the Warrant Shares deliverable upon such exercise, notwithstanding that the stock transfer books of the Company shall then be closed or that certificates representing such Warrant Shares shall not then be
actually 








 
delivered to the Holder. The Company shall pay any and all documentary, stamp or similar issue or transfer taxes of the United States or any state thereof
payable in respect of the issue or delivery of the Warrant Shares. The Company shall not be required, however, to pay any tax or other charge imposed in connection with any transfer involved in the issue of any certificate for Warrant Shares, and in
such case the Company shall not be required to issue or deliver any stock certificate until such tax or other charge has been paid or it has been established to the Company’s satisfaction that no tax or other charge is due. 
 If the Holder exercises this Warrant in part, this Warrant Certificate shall be surrendered by the Holder to the Company and a new Warrant Certificate of
the same tenor and for the number of Warrant Shares that have not been exercised or cancelled in payment of the Exercise Price shall be executed by the Company. The Company shall register the new Warrant Certificate in the name of the Holder and
deliver the new Warrant Certificate to the Holder. 
 Upon surrender of this Warrant Certificate in conformity with the foregoing provisions,
the Company shall transfer to the Holder of this Warrant Certificate appropriate evidence of ownership of any shares of Common Stock or other securities or property (including any money) to which the Holder is entitled, registered or otherwise
placed in, or payable to the order of, such name or names as may be directed in writing by the Holder, and shall deliver such evidence of ownership and any other securities or property (including any money) to the person or persons entitled to
receive the same, together with an amount in cash in lieu of any fraction of a share as provided in paragraph (e) below. 
 (c)
RESTRICTIVE LEGEND. Certificates representing any shares of Common Stock issued pursuant to the Warrant shall bear a restrictive legend, in form reasonably satisfactory to the Company, to the extent that and for so long as, in the opinion of
counsel to the Company, such legend shall be required or advisable. 
 (d) RESERVATION OF SHARES. The Company hereby agrees that at
all times there shall be reserved for issuance and delivery upon exercise of the Warrants such number of its authorized but unissued shares of Common Stock or other securities of the Company from time to time issuable upon exercise of this Warrant
as will be sufficient to permit the exercise in full of this Warrant. All such shares shall be duly authorized and, when issued upon such exercise, shall be validly issued, fully paid and nonassessable, free and clear of all liens, security
interests, charges and other encumbrances imposed by the Company or restrictions on sale and free and clear of all preemptive rights. 
 (e)
FRACTIONAL SHARES. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of any Warrant. With respect to any fraction of a share called for upon any exercise hereof, the Company shall pay to the Holder
an amount in cash equal to such fraction multiplied by the Exercise Price in effect at the date of such exercise. 
 (f) TRANSFER, SALE OR
LOSS OF WARRANT. This Warrant and the Warrant Shares issued pursuant to this Warrant shall not be sold or transferred unless either 








 
(i) they first shall have been registered under the Act, or (ii) the Company first shall have been furnished with an opinion of legal counsel,
reasonably satisfactory to the Company, to the effect that such sale or transfer is exempt from the registration requirements of the Act. 
 If the Holder transfers this Warrant in part subject to the terms of this paragraph (f), this Warrant Certificate shall be surrendered by the Holder to the Company and a new Warrant Certificate of the same tenor and for the number of
Warrants which were not transferred shall be executed by the Company. The Company shall register the new Warrant Certificate in the name of the Holder and deliver the new Warrant Certificate to the Holder. 
 Upon receipt by the Company of evidence satisfactory to it (in the exercise of its reasonable discretion) of the loss, theft, destruction or mutilation
of this Warrant Certificate, and (in the case of loss, theft or destruction) of reasonably satisfactory indemnification, and upon surrender and cancellation of this Warrant Certificate, if mutilated, the Company shall execute and deliver a new
Warrant Certificate of like tenor and date. 
 (g) RIGHTS OF THE HOLDER. Prior to the exercise of any Warrant and the applicable
Exercise Date, the Holder shall not, by virtue hereof, be entitled, with respect to any Warrant Shares, to any rights of a shareholder of the Company including, without limitation, the right to vote, to receive dividends or other distributions or to
receive any notice of meetings of shareholders or any notice of any proceedings of the Company except as may be specifically provided for herein. 
 (h) ADJUSTMENT PROVISIONS. 
 (1) Stock Dividends, Subdivisions, Combinations. In case the Company shall (i) pay a
dividend on its Common Stock in shares of Common Stock, (ii) subdivide its outstanding Common Stock, or (iii) combine its outstanding Common Stock into a smaller number of shares of Common Stock, then the number of shares of Common Stock
purchasable upon exercise of this Warrant shall be adjusted so that the Holder of this Warrant shall thereafter be entitled to receive that kind and number of shares of Common Stock or other securities of the Company that such Holder would have
owned or have been entitled to receive after the happening of any of the events described above, had this Warrant been exercised immediately prior to the happening of such event or any record date with respect thereto and the Exercise Price shall be
proportionately increased or decreased, as the case may be, such that the aggregate Exercise Price shall not be adjusted. An adjustment made pursuant to this clause (1) shall become effective immediately after the record date in the case of a
dividend and shall become effective immediately after the effective date in the case of a subdivision or combination. 
 (2) Adjustments
for Other Dividends and Distributions. In the event the Company at any time or from time to time shall make or issue, or fix a record date for the determination of holders of shares of Common Stock entitled to receive, a dividend or other
distribution payable in securities of the Company (other than shares of Common Stock) or in cash or other property (other than regular cash dividends paid out of earnings or earned surplus, 








 
determined in accordance with generally accepted accounting principles), then and in each such event provision shall be made so that the Holder shall receive
upon exercise hereof, in addition to the number of Warrant Shares issuable hereunder, the kind and amount of securities of the Company, cash or other property which the Holder would have been entitled to receive had this Warrant been exercised
immediately prior to the date of such event and had the Holder thereafter, during the period from the date of such event to and including the Exercise Date, retained any such securities receivable during such period, giving application to all
adjustments called for during such period under this Warrant. 
 (3) Notice of Adjustment. Whenever there is an adjustment to this
Warrant under paragraph (h), the Company will forthwith cause a notice stating the adjustment and the relevant Exercise Price to be mailed to the Holder of this Warrant. Such notice shall show in detail the facts requiring such adjustment.

 (i) REPRESENTATIONS OF HOLDER. The Holder hereby represents, warrants and covenants to the Company as follows: 
 (1) It is acquiring this Warrant, and the Warrant Shares issuable upon exercise of this Warrant, solely for investment for its own account not as a
nominee or agent, and not with a view to the resale or distribution of any part thereof, and it has no present intention of selling, granting any participation in, or otherwise distributing the same. 
 (2) It has received all the information it considers necessary or appropriate for deciding whether to acquire the Warrant and the Warrant Shares. The
Holder has had an opportunity to ask questions and receive answers from the Company regarding its business, properties, prospects and financial condition. 
 (3) It is an “accredited investor” within the meaning of Securities and Exchange Commission Rule 501 of Regulation D, as presently in effect. 
 (j) NOTICES. Any notice, demand or delivery authorized by this Warrant Certificate shall be in writing and shall be given to the Holder or to the
Company, as the case may be, at its address (or fax number) set forth below, or such other address (or fax number) as shall have been furnished to the party giving or making such notice, demand or delivery: 
  

			
	If to the Company:	    	3511 Valley Centre Drive, Suite 525
		    	San Diego, CA 92130
		    	Attn: Tyler M. Dylan, Chief Business Officer and General Counsel
		    	Fax: (858) 436-1011









			
	If to the Holder:	    	6 East 43rd Street
		    	New York, NY 10017
		    	Attn: Diane Earle
		    	Fax: (212) 850-3497

 Each such notice, demand or delivery shall be effective (i) if given by confirmed facsimile transmission,
(ii) if personally delivered, (iii) if delivered by national overnight courier service or (iv) if sent by prepaid certified or registered mail, return receipt requested. Any notice so given shall be deemed effective on the date
received (or on which delivery is refused by the addressee). 
 (k) NOTICE OF CERTAIN EVENTS. In the event that the Company proposes
to undertake any reorganization, consolidation or merger of the Company, or a transfer of all or substantially all of the assets of the Company, or the Company or its shareholders propose to undertake any simultaneous sale of more than a majority of
the then outstanding securities of the Company, then and in each such event the Company will deliver to the Holder a notice specifying the date on which any such reorganization, consolidation, merger, sale or conveyance is to take place, and the
time, if any is to be fixed, as of which the holders of record in respect of such event are to be determined. Such notice shall be mailed at least 20 days prior to the date specified in such notice on which any such action is to be taken.

 (l) APPLICABLE LAW. This Warrant Certificate and all rights arising hereunder shall be construed and determined in accordance with
the internal laws of the State of Delaware, and the performance thereof shall be governed and enforced in accordance with such laws. 
 (m)
AMENDMENTS; WAIVERS. Any provision of this Warrant Certificate may be amended or waived if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by the Holder and the Company, or in the case of a
waiver, by the party against whom the waiver is to be effective. No failure or delay by either party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude
any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law. 







 IN WITNESS WHEREOF, the Company has duly caused this Warrant Certificate to be signed by its duly
authorized officers and to be dated as of November 12, 2007 
  

			
	CARDIUM THERAPEUTICS, INC.
		
	By:	 	 /s/ Tyler M. Dylan

	Name:	 	Tyler M. Dylan
	Title:	 	Chief Business Officer


 Accepted and agreed to: 
  

			
	LIFE SCIENCES CAPITAL, LLC
		
	By:	 	 /s/ Amirapu Somasekhar

	Name:	 	Amirapu Somasekhar
	Title:	 	CEO & President








 EXERCISE SUBSCRIPTION FORM 
 (To be executed only upon exercise of Warrant) 
 To: Cardium Therapeutics, Inc. 
 The undersigned irrevocably exercises the Warrant for the purchase of             
shares of Common Stock of Cardium Therapeutics, Inc., par value $0.0001 per share (the “Common Stock”) at a price of $3.75 per share of Common Stock, and 
 [check applicable line] 
  

			
	 ____
	 	herewith makes payment of $                     (such payment being made in cash or
by certified or official bank or bank cashier’s check payable to the order of Cardium Therapeutics, Inc., or any combination thereof),
		
	 ____
	 	in lieu of payment in cash, requests that the Company reduce the number of shares of Common Stock to be delivered to the undersigned, as provided in paragraph (b)(1) of the
Warrant,

 all on the terms and conditions specified in the within Warrant Certificate, surrenders this Warrant Certificate
and all right, title and interest therein to Cardium Therapeutics, Inc., and directs that the shares of Common Stock deliverable upon the exercise of these Warrants be registered or placed in the name and at the address specified below and delivered
thereto. The undersigned represents that it is acquiring the Common Stock for its own account for investment and not with a view to or for sale in connection with any distribution thereof and in order to induce the issuance of such securities makes
to the Company, as of the date hereof, the representations and warranties set forth in Section (i) of the Warrant. 
 Date:
                     ,         . 
  

	
	 1

	(Signature of Owner)
	
	  

	(Street Address)
	
	  

	(City) (State) (Zip Code)




	 1
	 The signature must correspond with the name as written upon the face of the within
Warrant Certificate in every particular, without alteration or enlargement or any change whatever. 









 Securities and/or check to be issued to: 
  
 Please insert social security or identifying number: 
  
 Name: 
  
 Street Address: 
  
 City, State and Zip Code: 
  
 Any unexercised Warrants
evidenced by the within Warrant Certificate to be issued to: 
  
 Please insert social
security or identifying number: 
  
 Name: 
  
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