Prepared by MERRILL CORPORATION




QuickLinks
 -- Click here to rapidly navigate through this document
  



 
 

Exhibit 4.5    
  


THIS
WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE LAWS, AND NO INTEREST THEREIN MAY BE SOLD,
DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION,
OR SUCH TRANSACTION IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND LAWS, SUCH COMPLIANCE, AT THE OPTION OF THE CORPORATION, TO BE EVIDENCED BY AN OPINION OF THE WARRANT HOLDER'S COUNSEL,
IN FORM ACCEPTABLE TO THE CORPORATION, THAT NO VIOLATION OF SUCH REGISTRATION PROVISIONS WOULD RESULT FROM ANY PROPOSED TRANSFER OR ASSIGNMENT. 



	 	 	 	 	Warrant to Purchase
	Date: February 12, 2001	 	 	 	24,000 Shares



COMMON STOCK PURCHASE WARRANT

Axonyx Inc.  


    THIS CERTIFIES that for good and valuable consideration received, SCO Financial Group LLC or a registered assignee (the "Holder") is entitled, upon the terms
and subject to the conditions hereinafter set forth, to acquire from Axonyx Inc., a Nevada corporation (the "Corporation") up to 24,000 fully paid and nonassessable shares of common stock, par
value $0.001, of the Corporation ("Warrant Stock") at a purchase price per share (the "Exercise Price") of $6.81 (the "Warrant"). 


	1.
	Term of Warrant. 



    Subject
to the terms and conditions set forth herein, this Warrant shall be exercisable, in whole or in part, at any time on or after the date hereof and at or prior to
11:59 p.m., Eastern Standard Time, on February 11, 2006 (the "Expiration Time"). 


	2.
	Method of Exercise; Payment. 



    A) Cash Exercise. The purchase rights represented by this Warrant may be exercised by the Holder, in whole or in part,
at any time or from time to time, by the surrender of this Warrant (with the notice of exercise form attached hereto as Exhibit A duly executed)
at the principal office of the Company, and by the payment to the Company, by certified, cashier's or other check acceptable to the Company, of an amount equal to the aggregate Exercise Price of the
shares being purchased. 


    B)  Net Issue Exercise. In lieu of exercising this Warrant, the Holder may elect to receive, without the payment by the
Holder of any additional consideration, shares equal to the value of this Warrant (or the portion thereof being cancelled) by surrender of this Warrant at the principal office of the Company together
with notice of such election, in which event the Company shall issue to the Holder a number of shares of the Company's Common Stock computed using the following formula: 



	 	X =	Y (A-B)
 A

	 





Where:



X = the
number of shares of Common Stock to be issued to the Holder. 



1





 


Y = the number of shares of Common Stock purchasable under this Warrant, or if only a portion of this Warrant is being exercised, the number of shares of Common Stock represented by the
portion of the Warrant being exercised. 


A = the
fair market value of one share of the Company's Common Stock at the time the net issue exercise election is made. 


B = the
Exercise Price (as adjusted to the date of such calculation). 


    C)  Fair Market Value. For purposes of this Section 1, the fair market value of the Company's Common Stock shall
mean: if the Company's Common Stock is traded on a securities exchange, the average of the closing price each day over the thirty consecutive day period ending three days before the date on which the
fair market value of the securities is being determined; if the Company's Common Stock is actively traded over-the counter, the average of the closing bid and asked prices quoted on the
NASDAQ system (or similar system) each day over the thirty consecutive day period ending three days before the date on which the fair market value of the securities is being determined; or if at any
time the Company's Common Stock is not listed on any securities exchange or quoted in the NASDAQ System or the over-the-counter market, then as determined by the board of
directors of the Company in good faith. 



	3.
	Issuance of Shares; No Fractional Shares of Scrip. 



    Certificates
for shares purchased hereunder shall be delivered to the Holder hereof by the Corporation's transfer agent at the Corporation's expense within a reasonable time after the
date on which this Warrant shall have been exercised in accordance with the terms hereof. Each certificate so delivered shall be in such denominations as may be requested by the Holder hereof and
shall be registered in the name of such Holder or, subject to applicable laws, such other name as shall be requested by the Holder. If, upon exercise of this Warrant, fewer than all of the shares of
Warrant Stock evidenced by this Warrant are purchased prior to the Expiration Time, one or more new warrants substantially in the form of, and on the terms in, this Warrant will be issued for the
remaining number of shares of Warrant Stock not purchased upon exercise of this Warrant. The Corporation hereby represents and warrants that all shares of Warrant Stock which may be issued upon the
exercise of this Warrant will, upon such exercise, be duly and validly authorized and issued, fully paid and nonassessable and free from all taxes, liens and charges in respect of the issuance thereof
(other than liens or charges created by or imposed upon the Holder of the Warrant Stock). The Corporation agrees that the shares so issued shall be and will be deemed to be issued to such Holder as
the record owner of such shares as of the close of business on the date on which this Warrant shall have been surrendered for exercise in accordance with the terms hereof. No fractional shares or
scrip representing fractional shares shall be issued upon the exercise of this Warrant. With respect to any fraction of a share called for upon the exercise of this Warrant, an amount equal to such
fraction multiplied by the then current price at which each share may be purchased hereunder shall be paid in cash to the Holder of this Warrant. 


	4.
	Lock Up, Registration Rights. 




    Pursuant
to the terms of the Registration Rights Agreement signed in conjunction with this Warrant, certain piggy-back registration rights apply to the Warrant Stock with
regard to any registration statement filed by the Corporation. The Corporation may, at the request of an underwriter, if any, limit or exclude such Warrant Stock from a registration statement in
connection with a public offering, or impose on each Holder a so-called "lock up" period in connection with a public offering, which lock-up period will not exceed
12 months from the effective date of the registration statement for such public offering. In addition, the Company may exclude the Warrant Stock from registration statements filed pursuant to
an acquisition, merger or under Form S-8, and, if such registration statement includes registrable securities of certain selling stockholders who purchased such registrable 


2





 


securities in a previous private placement, the Company may exclude the Warrant Stock from such registration statement. See the Registration Rights Agreement for a full description of the
piggy-back registration rights applicable to the Warrant Stock and the limitations on such rights. 


	5.
	Charges, Taxes and Expenses. 




    Issuance
of certificates for shares of Warrant Stock upon the exercise of this Warrant shall be made without charge to the Holder hereof for any issue or transfer tax or other
incidental expense in respect of the issuance of such certificate, all of which taxes and expenses shall be paid by the Corporation, and such certificates shall be issued in the name of the Holder of
this Warrant or in such name or names as may be directed by the Holder of this Warrant; provided, however, that in the event certificates for shares of Warrant Stock are to be issued in a name other
than the name of the Holder of this Warrant, this Warrant when surrendered for exercise shall be accompanied by an Assignment Form to be provided by the Company duly executed by the Holder hereof. 


	6.
	No Rights as Shareholders. 



    This
Warrant does not entitle the Holder hereof to any voting rights or other rights as a shareholder of the Corporation prior to the exercise hereof. 


	7.
	Exchange and Registry of Warrant. 



    This
Warrant is exchangeable, upon the surrender hereof by the registered Holder at the above mentioned office or agency of the Corporation, for a new Warrant of like tenor and dated
as of such exchange. The Corporation shall maintain at the above-mentioned office or agency a registry showing the name and address of the registered Holder of this Warrant. This Warrant may be
surrendered for exchange, transfer or exercise, in accordance with its terms, at such office or agency of the Corporation, and the Corporation shall be entitled to rely in all respects, prior to
written notice to the contrary, upon such registry. 


	8.
	Loss, Theft, Destruction or Mutilation of Warrant. 



    Upon
receipt by the Corporation of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant and in case of loss, theft or destruction of
indemnity or security reasonably satisfactory to it, and upon reimbursement to the Corporation of all reasonable expenses incidental thereto, and upon surrender and cancellation of this Warrant, if
mutilated, the Corporation will make and deliver a new Warrant of like tenor and dated as of such cancellation, in lieu of this Warrant. 


	9.
	Saturdays, Sundays and Holidays. 



    If
the last or appointed day for the taking of any action or the expiration of any right required or granted herein shall be a Saturday or a Sunday or that is a legal holiday, then
such action may be taken or such right may be exercised on the next succeeding day not a Saturday, Sunday or legal holiday. 


	10.
	Merger, Sale of Assets, Etc. 




    If
at any time the Corporation proposes to merge or consolidate with or into any other corporation, effect any reorganization, or sell or convey all or substantially all of its assets
to any other entity, then, as a condition of such reorganization, consolidation, merger, sale or conveyance, the Corporation or its successor, as the case may be, shall enter into a supplemental
agreement to make lawful and adequate provision whereby the Holder shall have the right to receive, upon exercise of the Warrant, the kind and amount of equity securities which would have been
received upon such reorganization, consolidation, merger, sale or conveyance by a Holder of a number of shares of common stock equal to the number of shares issuable upon exercise of the Warrant
immediately prior to such reorganization, consolidation, merger, sale or conveyance. If the property to be received upon 


3





 


such reorganization, consolidation, merger, sale or conveyance is not equity securities, the Corporation shall give the Holder of this Warrant ten (10) business days prior written notice of the
proposed effective date of such transaction, and if this Warrant has not been exercised by or on the effective date of such transaction, it shall terminate. 


	11.
	Subdivision, Combination, Reclassification, Conversion, Etc. 




    If
the Corporation at any time shall by subdivision, combination, reclassification of securities or otherwise, change the Warrant Stock into the same or a different number of
securities of any class or classes, this Warrant shall thereafter entitle the Holder to acquire such number and kind of securities as would have been issuable in respect of the Warrant Stock (or other
securities which were subject to the purchase rights under this Warrant immediately prior to such subdivision, combination, reclassification or other change) as the result of such change if this
Warrant had been exercised in full for cash immediately prior to such change. The Exercise Price hereunder shall be adjusted if and to the extent necessary to reflect such change. If the Warrant Stock
or other securities issuable upon exercise hereof are subdivided or combined into a greater or smaller number of shares of such security, the number of shares issuable hereunder shall be
proportionately increased or decreased, as the case may be, and the Exercise Price shall be proportionately reduced or increased, as the case may be, in both cases according to the ratio which the
total number of shares of such security to be outstanding immediately after such event bears to the total number of shares of such security outstanding immediately prior to such event. The Corporation
shall give the Holder prompt written notice of any change in the type of securities issuable hereunder, any adjustment of the Exercise Price for the securities issuable hereunder, and any increase or
decrease in the number of shares issuable hereunder. 


	12.
	Transferability; Compliance with Securities Laws. 



    (a) This
Warrant may not be transferred or assigned in whole or in part without compliance with all applicable federal and state securities laws by the transferor and
transferee (including the delivery of investment representation letters and legal opinions reasonably satisfactory to the Corporation, if requested by the Corporation). Subject to such restrictions,
prior to the Expiration Time, this Warrant and all rights hereunder are transferable by the Holder hereof, in whole or in part, at the office or agency of the Corporation referred to in
Section 2 hereof. Any such transfer shall be made in person or by the Holder's duly authorized attorney, upon surrender of this Warrant together with the Assignment Form attached hereto
properly endorsed. 


    (b) The
Holder of this Warrant, by acceptance hereof, acknowledges that this Warrant and the Warrant Stock issuable upon exercise hereof are being acquired solely for
the Holder's own account and not as a nominee for any other party, and for investment, and that the Holder will not offer, sell or otherwise dispose of this Warrant or any shares of Warrant Stock to
be issued upon exercise hereof except under circumstances that will not result in a violation of the Securities Act of 1933, as amended, or any state securities laws. Upon exercise of this Warrant,
the Holder shall, if requested by the Corporation, confirm in writing, in a form satisfactory to the Corporation, that the shares of Warrant Stock so purchased are being acquired solely for Holder's
own account and not as a nominee for any other party, for investment, and not with a view toward distribution or resale. 



    (c) The
Warrant Stock has not been and will not be registered under the Securities Act of 1933, as amended, and this Warrant may not be exercised except by
(i) the original purchaser of this Warrant from the Corporation or (ii) an "accredited investor" as defined in Rule 501(a) under the Securities Act of 1933, as amended. Each
certificate representing the Warrant Stock or other securities issued in respect of the Warrant Stock upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event,
shall be stamped or otherwise imprinted 



4





 


with a legend substantially in the following form (in addition to any legend required under applicable securities laws): 




THE
SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF, AND HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED. SUCH SHARES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS
DELIVERY REQUIREMENTS OF SAID ACT. 


	13.
	Representations and Warranties. 



    The
Corporation hereby represents and warrants to the Holder hereof that: 



    (a) during
the period this Warrant is outstanding, the Corporation will reserve from its authorized and unissued common stock a sufficient number of shares to provide
for the issuance of Warrant Stock upon the exercise of this Warrant; 


    (b) the
issuance of this Warrant shall constitute full authority to the Corporation's officers who are charged with the duty of executing stock certificates to execute
and issue the necessary certificates for the shares of Warrant Stock issuable upon exercise of this Warrant; 


    (c) the
Corporation has all requisite legal and corporate power to execute and deliver this Warrant, to sell and issue the Warrant Stock hereunder, and to carry out and
perform its obligations under the terms of this Warrant; and 


    (d) all
corporate action on the part of the Corporation, its directors and stockholders necessary for the authorization, execution, delivery and performance of this
Warrant by the Corporation, the authorization, sale, issuance and delivery of the Warrant Stock, the grant of registration rights as provided herein and the performance of the Corporation's
obligations hereunder has been taken; 


    (e) the
Warrant Stock, when issued in compliance with the provisions of this Warrant and the Corporation's Articles of Incorporation (as they may be amended from time
to time), will be validly issued, fully paid and nonassessable, and free of all taxes, liens or encumbrances with respect to the issue thereof, and will be issued in compliance with all applicable
federal and state securities laws; and 



    (d) the
issuance of the Warrant Stock will not be subject to any preemptive rights, rights of first refusal or similar rights. 



	14.
	Corporation Good Faith. 



    The
Corporation will not, by amendment of its Articles of Incorporation or through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution,
issuance or sale of securities or any other action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Corporation, but will at all
times in good faith assist in the carrying out of all the provisions of this Warrant and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the
Holder of the Warrant against impairment. 


	15.
	Governing Law. 



    This
Warrant shall be governed by and construed in accordance with the laws of the State of New York. 


5





 


    IN WITNESS WHEREOF, the Corporation has caused this Warrant to be executed by its duly authorized officers. 


Dated:




	 AXONYX INC.	 	 
	

 	
 	

 	
 	

 
	By:	 	 	 	 
	 	 	
 Marvin S. Hausman, M.D. President & CEO	 	 




6









QuickLinks



Exhibit 4.5