exv4w2



 





EXHIBIT 4.2


NEITHER THESE SECURITIES NOR THE SECURITIES FOR WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN
REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN
RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A
TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE
WITH APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES AND THE SECURITIES ISSUABLE UPON EXERCISE
OF THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN
SECURED BY SUCH SECURITIES.




MOLECULAR INSIGHT PHARMACEUTICALS, INC.




WARRANT




			
	 	 	 
	Warrant No. [___]
	 	Dated: November      , 2007






     MOLECULAR INSIGHT PHARMACEUTICALS, INC., a Massachusetts corporation (the “Company”), hereby
certifies that, for value received, [                    ] or its registered assigns (the “Holder”),
is entitled to purchase from the Company up to
                     shares of common stock, $0.01 par
value per share (the “Common Stock”), of the Company (each such share, a “Warrant Share” and all
such shares, the “Warrant Shares”) at an exercise price equal to $5.87 per share (as adjusted from
time to time as provided in Section 9 , the “Exercise Price”), at any time on or after the
date hereof (the “Initial Exercise Date”) and through and including the date that is five years
from the date of issuance hereof (the “Expiration Date”), and subject to the following terms and
conditions including, without limitation, the terms and conditions set forth in Section 4.
This Warrant (this “Warrant”) is issued pursuant to that certain Purchase Agreement, dated as of
the date hereof, between the Company and the Holder (the “Purchase Agreement”). All such warrants
are referred to herein, collectively, as the “Warrants.”



     1. Definitions. In addition to the terms defined elsewhere in this Warrant,
capitalized terms that are not otherwise defined herein have the meanings given to such terms in
the Purchase Agreement. Additional definitions are as follows:



     “Affiliate” means any person or entity that, directly or indirectly through one or more
intermediaries, controls or is controlled by or is under common control with a person or entity, as
such terms are used in and construed under Rule 144 under the Securities Act.



     “Eligible Market” means any of the New York Stock Exchange, the American Stock Exchange, The
Nasdaq Global Market, The Nasdaq Global Select Market or The Nasdaq Capital Market.



 









 





     “Exchange Act” means the Securities Exchange Act of 1934, as amended, or any successor federal
statute, and the rules and regulations of the Commission issued under such Act, as they each may,
from time to time, be in effect.



     “Prospectus” means the prospectus included in a Registration Statement (including, without
limitation, a prospectus that includes any information previously omitted from a prospectus filed
as part of an effective registration statement in reliance upon Rule 430A promulgated under the
Securities Act), as amended or supplemented by any prospectus supplement, with respect to the terms
of the offering of any portion of the Registrable Securities (as defined in the Registration Rights
Agreement) covered by the Registration Statement, and all other amendments and supplements to the
Prospectus including post-effective amendments, and all material incorporated by reference or
deemed to be incorporated by reference in such Prospectus.



     “Registration Rights Agreement” means that certain Amended and Restated Registration Rights
Agreement, dated as of the date hereof, by and among the Company and the Holder and the other
parties thereto.



     “Registration Statement” means any registration statement that the Company is required to file
pursuant to the terms of the Registration Rights Agreement in order to register the Warrant
Shares.



     “Trading Day” means (a) any day on which the Common Stock is listed or quoted and traded on
its primary Trading Market, (b) if the Common Stock is not then listed or quoted and traded on any
Eligible Market, then a day on which trading occurs on the OTC Bulletin Board (or any successor
thereto), or (c) if trading ceases to occur on the OTC Bulletin Board (or any successor thereto),
any Business Day.



     “Trading Market” means OTC Bulletin Board or any other Eligible Market, or any national
securities exchange, market or trading or quotation facility on which the Common Stock is then
listed or quoted.



     2. Registration of Warrant. The Company shall register this Warrant, upon records
to be maintained by the Company for that purpose (the “Warrant Register”), in the name of the
Holder of record hereof from time to time. The Company may deem and treat the registered Holder of
this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any
distribution to the Holder, and for all other purposes, absent actual notice to the contrary.



     3. Registration of Transfers. The Company shall register the transfer of any
portion of this Warrant in the Warrant Register, upon surrender of this Warrant, with the Form of
Assignment attached hereto duly completed and signed, to the Company at its address specified
herein. Upon any such registration of transfer, a new warrant to purchase Common Stock, in
substantially the form of this Warrant (any such new warrant, a “New Warrant”), evidencing the
portion of this Warrant so transferred shall be issued to the transferee and a New Warrant
evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring
Holder. The acceptance of the New Warrant by the transferee thereof shall be



 









 







deemed the acceptance
by such transferee of all of the rights and obligations of a holder of a Warrant.



     4. Exercise and Duration of Warrants; Number of Shares .



          (a) This Warrant shall be exercisable by the registered Holder at any time and from time to
time on or after the Initial Exercise Date to and including the Expiration Date. At 6:30 P.M., New
York City time on the Expiration Date, the portion of this Warrant not exercised prior thereto
shall be and become void and of no value.




          (b) A Holder may exercise any portion of this Warrant by delivering to the Company (i) an
exercise notice, in the form attached hereto (the “Exercise Notice”), appropriately completed and
duly signed, and (ii) payment of the Exercise Price for the number of Warrant Shares as to which
this Warrant is being exercised (which may take the form of a “cashless exercise” if so indicated
in the Exercise Notice and only if a “cashless exercise” may occur at such time pursuant to
Section 10 below), and the date such items are delivered to the Company (as determined in
accordance with the notice provisions hereof) is an “Exercise Date.” The Holder shall not be
required to deliver the original Warrant in order to effect an exercise hereunder. Execution and
delivery of the Exercise Notice in respect of less than all the Warrant Shares issuable upon
exercise of this Warrant shall have the same effect as cancellation of the original Warrant and
issuance of a New Warrant evidencing the right to purchase the remaining number of Warrant Shares.




     5. Delivery of Warrant Shares .



          (a) Upon exercise of this Warrant, the Company shall promptly (but in no event later than
three Trading Days after the Exercise Date) issue and deliver or cause to be issued and cause to be
delivered to or upon the written order of the Holder and in such name or names as the Holder may
designate, a certificate for the Warrant Shares issuable upon such exercise, which Warrant Shares
shall not be free of restrictive legends unless (1) a registration statement covering the resale of
the Warrant Shares and naming the Holder as a selling stockholder thereunder is then effective or
(2) the Warrant Shares are freely transferable without volume restrictions pursuant to Rule 144
promulgated under the Securities Act of 1933, as amended, or any successor rule thereto (“Rule
144”). The Holder, or any Person so designated by the Holder to receive Warrant Shares, shall be
deemed to have become the holder of record of such Warrant Shares as of the Exercise Date. The
Company shall, upon request of the Holder, use its best efforts to deliver or cause to be delivered
Warrant Shares hereunder electronically through The Depository Trust Company or another established
clearing corporation performing similar functions. The Warrant Shares shall bear legends
reflecting the restrictions of the Securities Act and Rule 144 unless the provisions of clause (1)
or (2) above have been satisfied.




          (b) This Warrant is exercisable, either in its entirety or, from time to time, for a portion
of the number of Warrant Shares. Upon surrender of this Warrant following one or more partial exercises, the Company shall issue or cause to be issued, at its expense, a New
Warrant evidencing the right to purchase the remaining number of Warrant Shares.




 









 





          (c) In addition to any other rights available to a Holder, if the Company fails to deliver to
the Holder a certificate representing Warrant Shares by the third Trading Day after the date on
which delivery of such certificate is required by this Warrant, and if after such third Trading Day
the Holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver
in satisfaction of a sale by the Holder of the Warrant Shares (such sale of the Warrant Shares is
in compliance with applicable securities laws) that the Holder anticipated receiving from the
Company (a “Buy-In”), then the Company shall, within five Trading Days after the Holder’s request
and in the Holder’s discretion, either (i) pay cash to the Holder in an amount equal to the
Holder’s total purchase price (including reasonable brokerage commissions, if any) for the shares
of Common Stock so purchased (the “Buy-In Price”), at which point the Company’s obligation to
deliver such certificate (and to issue such Common Stock) shall terminate, or (ii) promptly honor
its obligation to deliver to the Holder a certificate or certificates representing such Common
Stock and pay cash to the Holder in an amount equal to the excess (if any) of the Buy-In Price over
the product of (A) such number of shares of Common Stock, times (B) the closing price of the
Common Stock on the date of the event giving rise to the Company’s obligation to deliver such
certificate.




          (d) The Company’s obligations contained in this Warrant, including but not limited to its
obligation to issue and deliver Warrant Shares in accordance with the terms hereof, are absolute
and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any
waiver or consent with respect to any provision hereof, the recovery of any judgment against any
Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or
termination, or any breach or alleged breach by the Holder or any other Person of any obligation to
the Company or any violation or alleged violation of law by the Holder or any other Person, and
irrespective of any other circumstance which might otherwise limit such obligation of the Company
to the Holder in connection with the issuance of Warrant Shares. Nothing herein shall limit a
Holder’s right to pursue any other remedies available to it hereunder, at law or in equity
including, without limitation, a decree of specific performance and/or injunctive relief with
respect to the Company’s failure to timely deliver certificates representing shares of Common Stock
upon exercise of this Warrant as required pursuant to the terms hereof. The Company acknowledges
that it will be impossible to measure the damages that would be suffered by the Holder if the
Company fails to comply with the provisions of this Warrant and that, in the event of any such
failure, the Holder will not have an adequate remedy at law. The Holder shall, therefore, be
entitled to obtain specific performance of any of the Company’s obligations hereunder and to obtain
immediate injunctive relief. The Company shall not argue, as a defense to any proceeding for such
specific performance or injunctive relief, that the Holder has an adequate remedy at law.




     6. Charges, Taxes and Expenses . Issuance and delivery of certificates for shares
of Common Stock upon exercise of this Warrant shall be made without charge to the Holder for any
issue or transfer tax, withholding tax, transfer agent fee or other incidental tax or expense in
respect of the issuance of such certificates, all of which taxes and expenses shall be paid by the
Company; provided, however, that the Company shall not be required to pay any tax which may be payable in respect of any
transfer involved in the issuance, delivery or registration of any certificates for Warrant Shares
or Warrants in a name other than that of the Holder. The Holder shall be responsible for all other
tax liability that may arise as a result of holding or transferring this Warrant or receiving
Warrant Shares upon exercise hereof.



 









 





     7. Replacement of Warrant . If this Warrant is mutilated, lost, stolen or
destroyed, the Company shall issue or cause to be issued in exchange and substitution for and upon
cancellation hereof, or in lieu of and substitution for this Warrant, a New Warrant, but only upon
receipt by the Company of both (a) evidence reasonably satisfactory to the Company of such loss,
theft or destruction and (b) customary and reasonable bond or indemnity, if requested. Applicants
for a New Warrant under such circumstances shall also comply with such other reasonable regulations
and procedures and pay such other reasonable third-party costs as the Company may prescribe.



     8. Reservation of Warrant Shares. The Company covenants that it will at all times
reserve and keep available out of the aggregate of its authorized but unissued and otherwise
unreserved Common Stock, solely for the purpose of enabling it to issue Warrant Shares upon
exercise of this Warrant as herein provided, the number of Warrant Shares (the “Required Reserve
Amount”) which are then issuable and deliverable upon the exercise of this entire Warrant, free
from preemptive rights or any other contingent purchase rights of persons other than the Holder
(after giving effect to the adjustments and restrictions of Section 9, if any). The Company
covenants that all Warrant Shares so issuable and deliverable shall, upon issuance and the payment
of the applicable Exercise Price in accordance with the terms hereof, be duly and validly
authorized, issued and fully paid and nonassessable. If at any time the Company does not have a
sufficient number of authorized and unreserved Common Stock to satisfy the Required Reserve Amount
(an “Authorized Share Failure”), then the Company shall immediately take all action necessary to
increase the Company’s authorized shares of Common Stock to an amount sufficient to allow the
Company to meet the Required Reserve Amount for the Warrants then outstanding. Without limiting
the generality of the foregoing sentence, as soon as practicable after the date of the occurrence
of an Authorized Share Failure, but in no event later than sixty (60) days after the occurrence of
such Authorized Share Failure, the Company shall hold a meeting of its stockholders for the
approval of an increase in the number of authorized shares of Common Stock. In connection with
such a meeting, the Company shall provide each stockholder with a proxy statement or information
statement, as appropriate, and shall use its best efforts to solicit stockholders’ approval of such
increase in authorized shares of Common Stock and to cause its Board of Directors to recommend to
the stockholders that they approve such proposal.



     9. Certain Adjustments. The Exercise Price and number of Warrant Shares issuable
upon exercise of this Warrant are subject to adjustment from time to time as set forth in this
Section 9.



          (a) Stock Dividends and Splits. If the Company, at any time while this Warrant is
outstanding, (i) pays a stock dividend on its Common Stock or otherwise makes a distribution on any
class of capital stock that is payable in shares of Common Stock, (ii) subdivides outstanding
shares of Common Stock into a larger number of shares, or (iii) combines outstanding shares of
Common Stock into a smaller number of shares, then in each such case the Exercise Price shall be
multiplied by a fraction of which the numerator shall be the number of shares of Common Stock
outstanding immediately before such event and of which the denominator shall be the number of
shares of Common Stock outstanding immediately after such event. Any adjustment made pursuant to
clause (i) of this paragraph shall become effective immediately after the payment date with respect
to such dividend or distribution with respect to




 









 




the Holder as of the record date for the
determination of stockholders entitled to receive such dividend or distribution, and any adjustment
pursuant to clause (ii) or (iii) of this paragraph shall become effective immediately after the
effective date of such subdivision or combination.




          (b) Pro Rata Distributions. If the Company, at any time while this Warrant is
outstanding, distributes to holders of Common Stock (i) evidences of its indebtedness, (ii) any
security (other than a distribution of Common Stock covered by the preceding paragraph), (iii)
rights or warrants to subscribe for or purchase any security, or (iv) any other asset (in each
case, “Distributed Property”), then in each such case the Holder shall be entitled upon exercise of
this Warrant for the purchase of any or all of the Warrant Shares, to receive the amount of
Distributed Property which would have been payable to the Holder had such Holder been the holder of
such Warrant Shares on the record date for the determination of stockholders entitled to such
Distributed Property. The Company will at all times set aside in escrow and keep available for
distribution to such holder upon exercise of this Warrant a portion of the Distributed Property to
satisfy the distribution to which such Holder is entitled pursuant to the preceding sentence.




          (c) Fundamental Transactions. If any capital reorganization, reclassification of
the capital stock of the Company, consolidation or merger of the Company with another corporation
in which the Company is not the survivor, or sale, transfer or other disposition of all or
substantially all of the Company’s assets to another corporation shall be effected (all such
transactions being hereinafter referred to as a “Fundamental Transaction”), then the Company shall
ensure that lawful and adequate provision shall be made whereby the Holder shall thereafter have
the right to purchase and receive upon the basis and upon the terms and conditions herein specified
and in lieu of the Warrant Shares immediately theretofore issuable upon exercise of this Warrant,
such shares of stock, securities or assets as would have been issuable or payable with respect to
or in exchange for a number of Warrant Shares equal to the number of Warrant Shares immediately
theretofore issuable upon exercise of this Warrant, had such reorganization, reclassification,
consolidation, merger, sale, transfer or other disposition not taken place, and in any such case
appropriate provision shall be made with respect to the rights and interests of the Holder to the
end that the provisions hereof (including, without limitation, provision for adjustment of the
Exercise Price) shall thereafter be applicable, as nearly equivalent as may be practicable in
relation to any share of stock, securities or assets thereafter deliverable upon the exercise
thereof. The Company shall not effect any such consolidation, merger, sale, transfer or other
disposition unless prior to or simultaneously with the consummation thereof the successor corporation (if other than the
Company) resulting from such consolidation or merger, or the corporation purchasing or otherwise
acquiring such assets or other appropriate corporation or entity shall assume the obligation to
deliver to the Holder, at the last address of the Holder appearing on the books of the Company,
such shares of stock, securities or assets as, in accordance with the foregoing provisions, the
Holder may be entitled to purchase, and the other obligations under this Warrant. The provisions
of this Section 9(c) shall similarly apply to successive reorganizations,
reclassifications, consolidations, mergers, sales, transfers or other dispositions, each of which
transactions shall also constitute a Fundamental Transaction.




          (d) Number of Warrant Shares. Simultaneously with any adjustment to the Exercise
Price pursuant to paragraph (a) of this Section, the number of Warrant Shares that may be purchased
upon exercise of this Warrant shall be increased or decreased (as the case may be),
proportionately, so that after such adjustment the aggregate Exercise Price payable hereunder for




 









 




the decreased or increased (as the case may be) number of Warrant Shares shall be the same as the
aggregate Exercise Price in effect immediately prior to such adjustment.




          (e) Calculations. All calculations under this Section 9 shall be made to
the nearest cent or the nearest 1/100th of a share, as applicable. The number of shares of Common
Stock outstanding at any given time shall not include shares owned or held by or for the account of
the Company, and the disposition of any such shares shall be considered an issue or sale of Common
Stock.




          (f) Notice of Adjustments. Upon the occurrence of each adjustment pursuant to
this Section 9, the Company at its expense will promptly compute such adjustment in
accordance with the terms of this Warrant and prepare a certificate setting forth such adjustment,
including a statement of the adjusted Exercise Price and adjusted number or type of Warrant Shares
or other securities issuable upon exercise of this Warrant (as applicable), describing the
transactions giving rise to such adjustments and showing in detail the facts upon which such
adjustment is based. The Company will promptly deliver a copy of each such certificate to the
Holder.




          (g) Notice of Corporate Events. If the Company (i) declares a dividend or any
other distribution of cash, securities or other property in respect of its Common Stock, including
without limitation any granting of rights or warrants to subscribe for or purchase any capital
stock of the Company, (ii) enters into any agreement contemplating, or solicits stockholder
approval for, any Fundamental Transaction or (iii) authorizes the voluntary dissolution,
liquidation or winding up of the affairs of the Company, then the Company shall deliver to the
Holder a notice describing the material terms and conditions of such transaction, at least thirty
calendar days prior to the applicable record or effective date on which a Person would need to hold
Common Stock in order to participate in or vote with respect to such transaction, and the Company
will take all steps reasonably necessary in order to ensure that the Holder is given the practical
opportunity to exercise this Warrant prior to such time so as to participate in or vote with respect to such
transaction or be treated as a holder of the Warrant Shares on the applicable record date;
provided, however, that the failure to deliver such notice or any defect therein
shall not affect the validity of the corporate action required to be described in such notice.




     10. Payment of Exercise Price. The Holder shall pay the Exercise Price in
immediately available funds; provided, however, that if a Registration Statement covering the
resale of the Warrant Shares in question is not effective as of the time that the Holder desires to
sell such Warrant Shares, the Holder may satisfy its obligation to pay the Exercise Price through a
“cashless exercise,” in which event the Company shall issue to the Holder the number of Warrant
Shares determined as follows:



     X = Y [(A-B)/A]



where:




     X = the number of Warrant Shares to be issued to the Holder.



     Y = the number of Warrant Shares with respect to which this Warrant is being exercised.



 









 






A = the average of the closing prices of the Common Stock for the ten Trading Days
immediately prior to (but not including) the Exercise Date.



     B = the Exercise Price.



     For purposes of Rule 144 promulgated under the Securities Act (unless otherwise prohibited by
law, rule or regulation promulgated after the date hereof), it is intended, understood and
acknowledged that the Warrant Shares issued in a cashless exercise transaction shall be deemed to
have been issued to the Holder in a transaction exempt from the registration provisions of the
Securities Act, and the holding period for the Warrant Shares shall be deemed to have commenced, on
the date this Warrant was originally issued pursuant to the Purchase Agreement.



     11. Registration Rights. The Holder is entitled to the benefit of certain
registration rights with respect to the Warrant Shares as provided in the Registration Rights
Agreement, and any subsequent Holder may be entitled to such rights.



     12. Fractional Shares. The Company shall not be required to issue or cause to be
issued fractional Warrant Shares on the exercise of this Warrant. If any fraction of a Warrant
Share would, except for the provisions of this Section, be issuable upon exercise of this Warrant,
the number of Warrant Shares to be issued will be rounded down to the nearest whole share.



     13. Notices. Any and all notices or other communications or deliveries hereunder
(including without limitation any Exercise Notice) shall be in writing and shall be deemed given
and effective on the earliest of (i) the date of transmission, if such notice or communication is
delivered via facsimile at the facsimile number specified in the Purchase Agreement prior to 6:30
p.m. (New York City time) on a Trading Day, (ii) the next Trading Day after the date of
transmission, if such notice or communication is delivered via facsimile at the facsimile number
specified in the Purchase Agreement on a day that is not a Trading Day or later than 6:30 p.m.
(New York City time) on any Trading Day, (iii) the Trading Day following the date of delivery to
the courier service, if sent by nationally recognized overnight courier service, or (iv) upon
actual receipt by the party to whom such notice is required to be given. The address for such
notices or communications shall be as set forth in the Purchase Agreement.



     14. Warrant Agent. The Company shall serve as warrant agent under this Warrant.
Upon 30 days’ notice to the Holder, the Company may appoint a new warrant agent. Any corporation
into which the Company or any new warrant agent may be merged or any corporation resulting from any
consolidation to which the Company or any new warrant agent shall be a party or any corporation to
which the Company or any new warrant agent transfers substantially all of its corporate trust or
stockholder services business shall be a successor warrant agent under this Warrant without any
further act. Any such successor warrant agent shall promptly cause notice of its succession as
warrant agent to be mailed (by first class mail, postage prepaid) to the Holder at the Holder’s
last address as shown on the Warrant Register.



     15. No Impairment of Rights. The Company will not through any means, avoid or seek
to avoid the observance or performance of any of the terms of this Warrant, but will at all times
in good faith assist in the carrying out of all such terms and in the taking of all such actions



 









 







as may be necessary or appropriate in order to protect the rights of the Holder against impairment.



     16. Representations and Warranties of the Holder. The Holder of this Warrant, by
holding or purchasing this Warrant, will be deemed to have represented and agreed as follows:



          (a) the Holder is purchasing the Warrant for investment for Holder’s own account only and not
with a view to, or for resale in connection with, any “distribution” thereof within the meaning of
the Securities Act. The Holder is an “accredited investor” as such term is defined in Rule 501(a)
of Regulation D under the Securities Act, and, in any case, has such knowledge and experience in
financial and business matters as to be capable of evaluating the merits and risks of purchasing
this Warrant. The Holder has not been formed for the purpose of investing this Warrant.




          (b) the Holder understands that this Warrant has not been registered under the Securities Act
by reason of a specific exemption therefrom, which exemption depends upon, among other things, the
bona fide nature of the Holder’s investment intent as expressed herein.




          (c) the Holder further acknowledges and understands that the Warrant must be held indefinitely
unless the Warrant Shares are subsequently registered under the Securities Act or an exemption from
such registration is available for the Warrant Shares and the Warrant may be imprinted with a
legend indicating such restrictions on the transferability thereof.




          (d) the Holder understands that the Warrant is presently characterized as “restricted
securities” under the federal securities laws inasmuch as they are being acquired from the Company
in a transaction not involving a public offering and that under such laws and applicable
regulations, such securities may be resold without registration under the Securities Act only in
certain limited circumstances. In this connection, the Holder represents that it is familiar with
Rule 144 as presently in effect, and understands the resale limitations imposed thereby and by the
Securities Act.




     17. Miscellaneous.



          (a) This Warrant may be sold, transferred or assigned by the Holder without the consent of the
Company in accordance with the terms hereof. This Warrant may not be assigned by the Company
except to a successor in the event of a Fundamental Transaction. This Warrant shall be binding on
and inure to the benefit of the parties hereto and their respective successors and assigns.
Subject to the preceding sentence, nothing in this Warrant shall be construed to give to any Person
other than the Company and the Holder any legal or equitable right, remedy or cause of action under
this Warrant. This Warrant may be amended only in writing signed by the Company and the Holder and
their successors and assigns.




          (b) The Company (i) will not increase the par value of any Warrant Shares above the amount
payable therefor on such exercise and (ii) will not close its stockholder books or records in any
manner which interferes with the timely exercise of this Warrant, other than in connection with a
transaction described in Section 9(g) of which notice is provided to the Holder in accordance with
the provision of
Section 9(g).




 









 





          (c) GOVERNING LAW; VENUE; WAIVER OF JURY TRIAL. ALL QUESTIONS CONCERNING THE
CONSTRUCTION, VALIDITY, ENFORCEMENT AND INTERPRETATION OF THIS WARRANT SHALL BE GOVERNED BY AND
CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. EACH PARTY HEREBY
IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS SITTING IN
THE CITY OF NEW YORK, BOROUGH OF MANHATTAN, FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN
CONNECTION HEREWITH OR WITH ANY TRANSACTION CONTEMPLATED HEREBY OR DISCUSSED HEREIN (INCLUDING WITH
RESPECT TO THE ENFORCEMENT OF ANY OF THE TRANSACTION DOCUMENTS), AND HEREBY IRREVOCABLY WAIVES, AND
AGREES NOT TO ASSERT IN ANY SUIT, ACTION OR PROCEEDING, ANY CLAIM THAT IT IS NOT PERSONALLY SUBJECT
TO THE JURISDICTION OF ANY SUCH COURT AND THAT SUCH SUIT, ACTION OR PROCEEDING IS IMPROPER. EACH
PARTY HEREBY IRREVOCABLY WAIVES PERSONAL SERVICE OF PROCESS AND CONSENTS TO
PROCESS BEING SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING BY MAILING A COPY THEREOF VIA
REGISTERED OR CERTIFIED MAIL OR OVERNIGHT DELIVERY (WITH EVIDENCE OF DELIVERY) TO SUCH PARTY AT THE
ADDRESS IN EFFECT FOR NOTICES TO IT UNDER THIS AGREEMENT AND AGREES THAT SUCH SERVICE SHALL
CONSTITUTE GOOD AND SUFFICIENT SERVICE OF PROCESS AND NOTICE THEREOF. NOTHING CONTAINED HEREIN
SHALL BE DEEMED TO LIMIT IN ANY WAY ANY RIGHT TO SERVE PROCESS IN ANY MANNER PERMITTED BY LAW.
EACH OF THE COMPANY AND THE HOLDER HEREBY WAIVES ALL RIGHTS TO A TRIAL BY JURY.




          (d) The headings herein are for convenience only, do not constitute a part of this Warrant and
shall not be deemed to limit or affect any of the provisions hereof.




          (e) In case any one or more of the provisions of this Warrant shall be invalid or
unenforceable in any respect, the validity and enforceability of the remaining terms and provisions
of this Warrant shall not in any way be affected or impaired thereby and the parties will attempt
in good faith to agree upon a valid and enforceable provision which shall be a commercially
reasonable substitute therefor, and upon so agreeing, shall incorporate such substitute provision
in this Warrant.




[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK,

SIGNATURE PAGE FOLLOWS]




 









 





     IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed by its authorized
officer as of the date first indicated above.



MOLECULAR INSIGHT

PHARMACEUTICALS, INC.




By:                                                             

Name: [Insert Name]

Title: [Insert Title]




 









 





FORM OF EXERCISE NOTICE



(To be executed by the Holder to exercise the right to purchase shares of Common Stock under the
foregoing Warrant)




TO: MOLECULAR INSIGHT PHARMACEUTICALS, INC.



The undersigned is the Holder of Warrant No. [___] (the “Warrant”) issued by MOLECULAR INSIGHT
PHARMACEUTICALS, INC., a Massachusetts corporation (the “Company”). Capitalized terms used herein
and not otherwise defined have the respective meanings set forth in the Warrant.





	1.	 	The Warrant is currently exercisable to purchase a total of                      Warrant Shares.
	 
	2.	 	The undersigned Holder hereby exercises its right to purchase                     Warrant Shares
pursuant to the Warrant.
	 
	3.	 	The Holder intends that payment of the Exercise Price shall be made as (check one):






	 	 	 	           “Cash Exercise” under Section 10
	 
	 	 	 	           “Cashless Exercise” under Section 10






	4.	 	If the holder has elected a Cash Exercise, the holder shall pay the sum of $                      to
the Company in accordance with the terms of the Warrant.
	 
	5.	 	Pursuant to this exercise, the Company shall deliver to the holder                      Warrant Shares
in accordance with the terms of the Warrant.
	 
	6.	 	Following this exercise, the Warrant shall be exercisable to purchase a total of                     
Warrant Shares.





Dated:                                          ,                     




	 	 	 	 	 
	 	 	Name of Holder:
	 
	 	 	 	 
	 

	 	(Print)	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Name:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

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






 









 





FORM OF
ASSIGNMENT



[To be completed and signed only upon transfer of Warrant]




     FOR VALUE RECEIVED, the undersigned (the “Assignor”) hereby sells, assigns and transfers
unto                                          (the “Assignee”) the right
represented by the within Warrant to purchase
                     shares of Common Stock
of MOLECULAR INSIGHT PHARMACEUTICALS, INC. to which the within Warrant relates and appoints
                     attorney to transfer said right on the books of MOLECULAR INSIGHT
PHARMACEUTICALS, INC. with full power of substitution in the premises.



     The Assignee agrees that it will be bound by all provisions binding on the Assignor under the
Amended and Restated Registration Rights Agreement, dated as of [___], 2007 (as amended or
supplemented to date, the “Registration Rights Agreement”). From and after the date hereof
Assignee shall be a party to the Registration Rights Agreement and have all of the rights and
obligations of a Bond Warrant Holder (as defined in the Registration Rights Agreement) thereunder.



Dated:                                          ,                     




	 	 	 
	 

	 	Assignor:
	 
	 	 
	 

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

	 	 
	 
	 	 
	 

	 	Address of Assignor
	 
	 	 
	 

	 	 
	 
	 	 
	 

	 	 
	 
	 	 
	In the presence of:
	 	 
	 
	 	 
	 
	 	 





13









 






	 	 	 
	 

	 	Assignee:
	 
	 	 
	 

	 	 
	 
	 	 
	 

	 	Address of Assignee
	 
	 	 
	 

	 	 
	 
	 	 
	 

	 	 
	 
	 	 
	In the presence of:
	 	 
	 
	 	 
	 
	 	 






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