**Exhibit 10.35**

 

**THIS WARRANT AND THE SECURITIES ISSUABLE UPONEXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAW, ANDMAY NOT BE OFFERED FOR SALE, SOLD OR TRANSFERRED UNLESS A REGISTRATIONSTATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS SHALL BEEFFECTIVE WITH RESPECT THERETO, OR AN EXEMPTION FROM REGISTRATION UNDER THESECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS IS AVAILABLE IN CONNECTION WITHSUCH OFFER, SALE OR TRANSFER. SUBJECT TO COMPLIANCE WITH THE REQUIREMENTS OFTHE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS,****THIS WARRANT AND THE SECURITIES ISSUABLE UPONEXERCISE OF THIS WARRANT MAY BE PLEDGED OR HYPOTHECATED IN CONNECTION WITHA BONAFIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY THIS WARRANT OR ANY OF THESECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT.**

 

 

**WARRANTTO PURCHASE COMMON STOCK**

**OF**

**MAXIMPHARMACEUTICALS, INC.**

 

 
| **Issue Date: September 23, 2003** |   | **Warrant No. 03-024** |
|-----------------------------------------|--------|-----------------------------|

 

 

THIS CERTIFIES that **MERRIMAN CURHAN FORD & CO.**or any subsequent holder hereof (the “Holder”), has the right topurchase from **MAXIM PHARMACEUTICALS, INC.**, a Delaware corporation (the “Company”),up to 148,049 fully paid and nonassessable shares of the Company’s commonstock, par value $.001 per share (the “Common Stock”), subject toadjustment as provided herein, at a price per share equal to the Exercise Price(as defined below), at any time beginning on the date which is the six (6)month anniversary of the date on which this Warrant is issued (the date of suchissuance being referred to as the “Issue Date”) and, subject toSection 6(c) hereof, ending at 5:00 p.m., pacific time, on the date thatis five and one-half (5-1/2) years after the Issue Date (the “ExpirationDate”).

 

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1.             Exercise.

 

(a)           Right to Exercise;Exercise Price.  The Holder shallhave the right to exercise this Warrant at any time and from time to timeduring the period beginning on the six (6) month anniversary of the Issue Dateand ending on the Expiration Date as to all or any part of the shares of CommonStock covered hereby (the “Warrant Shares”).  The “Exercise Price” for each Warrant Share purchased bythe Holder upon the exercise of this Warrant shall be $7.70.

 

(b)           Exercise Notice.  In order to exercise this Warrant, theHolder shall send by facsimile transmission, at any time prior to 5:00 p.m.,pacific time, on the Business Day (as defined below) on which the Holder wishesto effect such exercise (the “Exercise Date”), to the Company (with acopy to the transfer agent for the Company’s Common Stock (the “TransferAgent”)) an executed notice of exercise in the form attached hereto asExhibit A (the “Exercise Notice”), the original Warrant and, in the caseof a Cash Exercise (as defined below), the Exercise Price.  In the case of a dispute as to thecalculation of the Exercise Price or the number of Warrant Shares issuablehereunder (including, without limitation, the calculation of any adjustmentpursuant to Section 6 below), the Company shall promptly issue to theHolder the number of Warrant Shares that are not disputed and shall submit thedisputed calculations to a certified public accounting firm of nationalrecognition (other than the Company’s independent accountants) within three (3)Business Days following the date on which the Exercise Notice is delivered tothe Company. The Company shall cause such accountant to calculate the ExercisePrice and/or the number of Warrant Shares issuable hereunder and to notify theCompany and the Holder of the results in writing no later than three (3)Business Days following the day on which such accountant received the disputedcalculations (the “Dispute Procedure”). Such accountant’s calculationshall be deemed conclusive absent manifest error.  The fees of any such accountant shall be borne by the party whosecalculations were most at variance with those of such accountant.  For purposes of this Warrant “BusinessDay” means any day other than a Saturday, Sunday or other day on which theNew York Stock Exchange or commercial banks located in the cities of New Yorkor San Diego are required or permitted by law to close.

 

(c)           Holder of Record.  The Holder shall, for all purposes, bedeemed to have become the holder of record of the Warrant Shares specified inan Exercise Notice on the Exercise Date specified therein, irrespective of thedate of delivery of such Warrant Shares. Except as specifically provided herein, nothing in this Warrant shall beconstrued as conferring upon the Holder hereof any rights as a stockholder ofthe Company prior to the Exercise Date.

 

(d)           Cancellation ofWarrant.  This Warrant shall becanceled upon its exercise and, if this Warrant is exercised in part, theCompany shall, at the time that it delivers Warrant Shares to the Holderpursuant to such exercise as provided herein, issue a new warrant, and deliverto the Holder a certificate representing such new warrant, with terms identicalin all respects to this Warrant (except that such new warrant shall be exercisableinto the number of shares of Common Stock with respect to which this Warrantshall remain unexercised); provided, however, that the Holdershall be entitled to exercise all or any portion of such new warrant at anytime following the time at which this Warrant is exercised, regardless ofwhether the Company has actually issued such new warrant or delivered to theHolder a certificate therefor.

 

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2.             Delivery ofWarrant Shares Upon Exercise.  Uponreceipt of an Exercise Notice pursuant to Section 1 above, the Companyshall, (A) in the case of a Cash Exercise (as defined below) no later than theclose of business on the later to occur of (i) the third (3rd) Business Dayfollowing the Exercise Date set forth in such Exercise Notice and (ii) suchlater date on which the Company shall have received payment of the ExercisePrice, (B) in the case of a Cashless Exercise (as defined below), no later thanthe close of business on the third (3rd) Business Day following the ExerciseDate set forth in such Exercise Notice, and (C) with respect to Warrant Sharesthat are the subject of a Dispute Procedure, the close of business on the third(3rd) Business Day following the determination made pursuant to paragraph 1(b)(each of the dates specified in (A), (B) or (C) being referred to as a “DeliveryDate”), issue and deliver or caused to be delivered to the Holder thenumber of Warrant Shares as shall be determined as provided herein. The Companyshall effect delivery of Warrant Shares to the Holder by, as long as theTransfer Agent participates in the Depository Trust Company (“DTC”) FastAutomated Securities Transfer program (“FAST”), crediting the account ofthe Holder or its nominee at DTC (as specified in the applicable ExerciseNotice) with the number of Warrant Shares required to be delivered, no laterthan the close of business on such Delivery Date. In the event that theTransfer Agent is not a participant in FAST, or if the Warrant Shares are nototherwise eligible for delivery through FAST, or if the Holder so specifies inan Exercise Notice or otherwise in writing on or before the Exercise Date, theCompany shall effect delivery of Warrant Shares by delivering to the Holder orits nominee physical certificates representing such Warrant Shares, no laterthan the close of business on such Delivery Date.

 

3.             PiggybackRegistration.  If at any time priorto September 23, 2004, the Company proposes to register shares of CommonStock under the Securities Act of 1933, as amended (the “Securities Act”),in connection with the public offering of such shares for cash (a “ProposedRegistration”) the Company shall, at such time, promptly give the Holderwritten notice of such Proposed Registration. The Holder shall have ten (10) Business Days from its receipt of suchnotice to deliver to the Company a written request specifying the amount ofWarrant Shares that such Holder intends to sell and the Holder’s intendedmethod of distribution.  Upon receipt ofsuch request, the Company shall use its best efforts to cause all WarrantShares which the Company has been requested to register to be registered underthe Securities Act to the extent necessary to permit their sale or otherdisposition in accordance with the intended methods of distribution specifiedin the request of such Holder; provided, however, that theCompany shall have the right to postpone or withdraw any registration effectedpursuant to this Section 3 without obligation to the Holder.  If, in connection with any underwrittenpublic offering for the account of the Company or for stockholders of theCompany that have contractual rights to require the Company to register sharesof Common Stock, the managing underwriter(s) thereof shall impose a limitationon the number of shares of Common Stock which may be included in a registrationstatement because, in the judgment of such underwriter(s), marketing or otherfactors dictate such limitation is necessary to facilitate such offering, thenthe Company shall be obligated to include in the Registration Statement onlysuch limited portion of the Warrant Shares with respect to which each Holderhas requested inclusion hereunder as such underwriter(s) shall permit.  Any exclusion of Warrant Shares shall bemade *pro rata* among the Holdersseeking to include Warrant Shares in a registration statement, in proportion tothe 

 

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number of Warrant Shares sought to beincluded by such Holders.

 

4.             ExerciseLimitations.  In no event shall theHolder be permitted to exercise this Warrant, or part thereof, if, upon suchexercise, the number of shares of Common Stock beneficially owned by the Holder(other than shares which would otherwise be deemed beneficially owned exceptfor being subject to a limitation on conversion or exercise analogous to thelimitation contained in this Section 4), would exceed 4.99% of thenumber of shares of Common Stock then issued and outstanding (the “ExerciseLimit”). As used herein, beneficial ownership shall be determined inaccordance with Section 13(d) of the Securities Exchange Act of 1934, asamended, and the rules thereunder. To the extent that the limitation containedin this Section 4 applies, the submission of an Exercise Notice by theHolder shall be deemed to be the Holder’s representation that this Warrant isexercisable pursuant to the terms hereof and the Company shall be entitled torely on such representation without making any further inquiry as to whetherthis Section 4 applies.  Nothingcontained herein shall be deemed to restrict the right of a Holder to exercisethis Warrant, or part thereof, at such time as such exercise will not violatethe provisions of this Section 4. This Section 4 may not be amended by the parties; provided, however,that, in the event of a Major Transaction (as defined below), the Holder shallhave the right to increase the Exercise Limit to a percentage not greater than9.9% by delivering notice thereof to the Company at any time following thepublic announcement of such transaction.

 

5.             Payment of theExercise Price; Cashless Exercise. The Holder may pay the Exercise Price in either of the following formsor, at the election of Holder, a combination thereof:

 

(a)           through a cash exercise(a “Cash Exercise”) by delivering immediately available funds, or

 

(b)           through a cashless exercise (a “CashlessExercise”).  The Holder may effect aCashless Exercise by surrendering this Warrant to the Company and noting on theExercise Notice that the Holder wishes to effect a Cashless Exercise, uponwhich the Company shall issue to the Holder the number of Warrant Sharesdetermined as follows:

 
|   | X = Y x (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 Market Price (as defined below) as  of the Exercise Date; and                    |
|   |                                                                                     |
|   | B = the Exercise Price.                                                                  |

 

For purposes of Rule 144, it is intended andacknowledged that the Warrant Shares issued in a Cashless Exercise transactionshall be deemed to have been acquired by the 

 

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Holder,and the holding period for the Warrant Shares required by Rule 144 shall bedeemed to have been commenced, on the Issue Date.

 

(c)           When used herein, the followingterms shall have the respective meanings indicated:

 

(i)            “ClosingBid Price” shall mean, for the Common Stock as of any date, the closing bidprice on such date for the Common Stock on the Principal Market (as definedbelow) as reported by Bloomberg Financial Markets (“Bloomberg”), or ifthe Principal Market begins to operate on an extended hours basis, and does notdesignate the closing bid price, then the last bid price at 4:00 p.m. (easterntime), as reported by Bloomberg, or if the foregoing do not apply, the lastclosing bid price of the Common Stock in the over-the-counter market on theelectronic bulletin board for such security as reported by Bloomberg, or, if noclosing bid price is reported for such security by Bloomberg, the last closingtrade price for such security as reported by Bloomberg, or, if no last closingtrade price is reported for such security by Bloomberg, the average of the bidprices of any market makers for such security as reported in the “pink sheets” byPink Sheets LLC (formerly the National Quotation Bureau, Inc.). If the ClosingBid Price cannot be calculated for the Common Stock on such date on any of theforegoing bases, then the Company shall submit such calculation to anindependent investment banking firm of national reputation, and shall causesuch investment banking firm to perform such determination and notify theCompany and each Investor of the results of determination no later than two (2)Business Days from the time such calculation was submitted to it by theCompany. Such investment banking firm’s determination shall be deemedconclusive absent manifest error. All such determinations shall be appropriately adjusted for anystock dividend, stock split or other similar transaction during such period.

 

(ii)           “ClosingPrice” shall mean, for the Common Stock as of any date, the closing priceon such date for the Common Stock on the on the Nasdaq National Market, and atany time thereafter the principal trading exchange or market for the CommonStock at such time, based upon share volume, or if the Common Stock is nottraded on an exchange or market, the OTC Bulletin Board or Pink Sheets LLC(formerly the National Quotation Bureau), as the case may (the “PrincipalMarket”) as reported by Bloomberg, or if the Principal Market begins tooperate on an extended hours basis, and does not designate the closing price,then the last sales price at 4:00 p.m. (eastern time), as reported byBloomberg, or if the foregoing do not apply, the Closing Bid Price.

 

(iii)          “MarketPrice” shall mean, the lower of (x) the average of the Closing  Pricesfor the Common Stock occurring during the five (5) Trading Day period ending on(and including) the Trading Day immediately prior to such date and (y) theClosing Bid Price on the Trading Day immediately preceding such date.

 

(iv)          “TradingDay” shall mean any day on which the Principal Market is open for businessand on which trading in the Common Stock has not been suspended or otherwisecurtailed on the Principal Market.

 

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6.             Anti-Dilution Adjustments;Distributions; Other Events. The Exercise Price and the number of WarrantShares issuable hereunder shall be subject to adjustment from time to time asprovided in this Section 6.  In theevent that any adjustment of the Exercise Price or the number of Warrant Sharesas required herein results in a fraction of a cent or fraction of a share, asapplicable, such Exercise Price or number of Warrant Shares shall be rounded upor down to the nearest cent or share, as applicable.

 

(a)           Subdivision or Combination of CommonStock.  If the Company, at any timeafter the Issue Date, subdivides (by any stock split, stock dividend,recapitalization, reorganization, reclassification or otherwise) its shares ofCommon Stock into a greater number of shares, then after the date of record foreffecting such subdivision, the Exercise Price in effect immediately prior tosuch subdivision will be proportionately reduced.  If the Company, at any time after the initial issuance of thisWarrant, combines (by reverse stock split, recapitalization, reorganization,reclassification or otherwise) its shares of Common Stock into a smaller numberof shares, then, after the date of record for effecting such combination, theExercise Price in effect immediately prior to such combination will beproportionally increased.

 

(b)           Distributions.  If the Company or any of its Subsidiaries (as defined below) shall at any timedistribute to holders of Common Stock (or to a holder, other than the Company,of the common stock of any such Subsidiary) cash, evidences of indebtedness orother securities or assets including any dividend or distribution in shares ofcapital stock of a Subsidiary of the Company (collectively, a “Distribution”)then, in any such case, the Holder of this Warrant shall be entitled toreceive, at the same time as such assets are received by a holder of suchstock, the same amount and type of securities and assets being distributedpursuant to such Distribution as though the Holder was, as of the record datefor such Distribution, the holder of a number of shares of Common Stock intowhich this Warrant is exercisable as of such record date (without regard to anylimitation on exercise of this Warrant). “Subsidiary” shall mean, any corporation or other entity of which at leasta majority of the outstanding shares of stock or other ownership interestshaving by the terms thereof ordinary voting power to elect a majority of theboard of directors (or persons performing similar functions) of suchcorporation or entity is at the time directly or indirectly owned or controlledby the Company or one or more of its Subsidiaries.

 

(c)           Major Transactions.  In the event of a merger, consolidation,business combination, tender offer, exchange of shares, recapitalization,reorganization, redemption or other similar event, as a result of which sharesof Common Stock of the Company shall be changed into the same or a differentnumber of shares of the same or another class or classes of stock or securitiesor other assets of the Company or another entity or the Company shall sell allor substantially all of its assets (each of the foregoing being a “MajorTransaction”), the Company will give the Holder at least twenty (20) days’prior written notice of the closing of such Major Transaction, and:  (i) in the event that the holders of CommonStock receive consideration consisting of any combination of cash, common stockor other assets (the “Major Transaction Consideration”) that has a valueper share of Common Stock that is less than $32.50 (as adjusted for stocksplits, stock dividends and similar events) (the “Major TransactionThreshold”), the Holder shall be permitted to exercise this Warrant inwhole or in part at any time prior to the closing of such Major Transaction andshall be entitled to receive, for each share 

 

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of Common Stock issued or issuable to the Holder pursuant to any suchexercise, the same per share consideration payable with respect to all othershares of Common Stock in connection with such Major Transaction, and (ii) inthe event that the Holder retains any portion of this Warrant following suchclosing, the Company will cause the surviving or, in the event of a sale ofassets, purchasing entity, as a condition precedent to such Major Transaction,to assume the obligations of the Company under this Warrant, with suchadjustments to the Exercise Price and the securities covered hereby as may benecessary in order to preserve the economic benefits of this Warrant to theHolder; provided, however, that if the value per share of theMajor Transaction Consideration is equal to or greater than the MajorTransaction Threshold, this Warrant shall expire as to the unexercised portionof this Warrant at the time of such closing.

 

(d)           Adjustments;Additional Shares, Securities or Assets. In the event that at any time, as a result of an adjustment madepursuant to this Section 6, the Holder of this Warrant shall, uponexercise of this Warrant, become entitled to receive securities or assets(other than Common Stock) then, wherever appropriate, all references herein toshares of Common Stock shall be deemed to refer to and include such sharesand/or other securities or assets; and thereafter the number of such sharesand/or other securities or assets shall be subject to adjustment from time totime in a manner and upon terms as nearly equivalent as practicable to theprovisions of this Section 6. Any adjustment made herein that results in adecrease or increase in the Exercise Price shall also effect a proportionalincrease or decrease, as the case may be, in the number of shares of CommonStock into which this Warrant is exercisable.

 

7.             FractionalInterests.

 

No fractionalshares or scrip representing fractional shares shall be issuable upon theexercise of this Warrant, but on exercise of this Warrant, the Holder hereofmay purchase only a whole number of shares of Common Stock.  If, on exercise of this Warrant, the Holderhereof would be entitled to a fractional share of Common Stock or a right toacquire a fractional share of Common Stock, the Company shall, in lieu ofissuing any such fractional share, pay to the Holder an amount in cash equal tothe product resulting from multiplying such fraction by the Market Price as ofthe Exercise Date.

 

8.             Transfer of thisWarrant.

 

The Holder maysell, transfer, assign, pledge or otherwise dispose of this Warrant, in wholeor in part, as long as such sale or other disposition is made in the pursuantto an effective registration statement or an exemption to the registrationrequirements of the Securities Act. Upon such transfer or other disposition, (A) the Holder shall deliverthis Warrant to the Company together with a written notice to the Company,substantially in the form of the Transfer Notice attached hereto as Exhibit B(the “Transfer Notice”), indicating the person or persons to whom thisWarrant shall be transferred and, if less than all of this Warrant istransferred, the number of Warrant Shares to be covered by the part of thisWarrant to be transferred to each such person, and (B) the transferee of thisWarrant shall deliver to the Company an investment representation letter in aform reasonably satisfactory to counsel to the Company. Within three (3)Business Days of receiving a Transfer Notice, the original of this Warrant andsuch 

 

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representation letter, the Company shalldeliver to the each transferee designated by the Holder a Warrant or Warrantsof like tenor and terms for the appropriate number of Warrant Shares and, ifless than all this Warrant is transferred, shall deliver to the Holder aWarrant for the remaining number of Warrant Shares.

 

9.             Benefits of thisWarrant.

 

This Warrantshall be for the sole and exclusive benefit of the Holder of this Warrant andnothing in this Warrant shall be construed to confer upon any person other thanthe Holder of this Warrant any legal or equitable right, remedy or claimhereunder.

 

10.           Loss, theft,destruction or mutilation of Warrant.

 

Upon receiptby the Company of evidence of the loss, theft, destruction or mutilation ofthis Warrant, and (in the case of loss, theft or destruction) of indemnityreasonably satisfactory to the Company, and upon surrender of this Warrant, ifmutilated, the Company shall execute and deliver a new Warrant of like tenorand date.

 

11.           Notice or Demands.

 

Any notice,demand or request required or permitted to be given by the Company or the Holderpursuant to the terms of this Warrant shall be in writing and shall be deemeddelivered (i) when delivered personally or by verifiable facsimiletransmission, unless such delivery is made on a day that is not a Business Day,in which case such delivery will be deemed to be made on the next succeedingBusiness Day, (ii) on the next Business Day after timely delivery to anovernight courier and (iii) on the Business Day actually received if depositedin the U.S. mail (certified or registered mail, return receipt requested,postage prepaid), addressed as follows:

 

*If to the Company*:

 

Maxim Pharmaceuticals, Inc.

8899University Center Lane, Suite 400

San Diego, CA92122

Attn: TonyAltig, Chief Financial Officer

Tel:  (858) 453-4040

Fax: (858)453-5005

 

*with a copy to*:

 

Cooley Godward LLP

4401 EastgateMall

San Diego, CA92121

Attn:  Lance Bridges, Esq.

Tel:  (858) 550-6000

 

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Fax: (858)550-6420

 

and if to the Holder, to such address asshall be designated by the Holder in writing to the Company.

 

12.           Applicable Law.

 

This Warrantis issued under and shall for all purposes be governed by and construed inaccordance with the laws of the State of Delaware applicable to contracts madeand to be performed entirely within the State of Delaware.

 

 

[Signature Page to Follow]

 

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IN WITNESS WHEREOF, the Company has dulyexecuted and delivered this Warrant as of the date first above written.

 

 
|   |   | Maxim Pharmaceuticals, Inc. |
|--------|--------|-----------------------------|
|   |   |                        |
|   |   |                        |
|   |   | By:                         | /s/Anthony E. Altig |   |
|   |   |                        | Name: Anthony E. Altig |
|   |   |                        | Title:    Chief Financial Officer |

 

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EXHIBIT A toWARRANT

 

EXERCISENOTICE

 

 

Theundersigned Holder hereby irrevocably exercises the right topurchase                 ofthe shares of Common Stock (“Warrant Shares”) of MAXIM PHARMACEUTICALS,INC. evidenced by the attached Warrant (the “Warrant”).  Capitalized terms used herein and nototherwise defined shall have the respective meanings set forth in the Warrant.

 

1.             Form of ExercisePrice.  The Holder intends that paymentof the Exercise Price shall be made as:

 

           a Cash Exercise with respect to                                Warrant Shares; and/or

 

           a Cashless Exercise with respect to                                Warrant Shares, as permitted by Section 5(b) of the attached Warrant.

 

 

2.             Payment of ExercisePrice.  In the event that the Holder haselected a Cash Exercise with respect to some or all of the Warrant Shares to beissued pursuant hereto, the Holder shall pay the sum of$                                to the Company in accordance with the terms of the Warrant.

 

 
| Date:  |                      |   |   |
|--------|---------------------------|--------|--------|
|   |                      |
|   |                      |
|   |                      |   |
|   | Name of Registered Holder |   |
|   |                      |
| By:    |                      |   |   |
|   | Name:                     |   |
|   | Title:                    |   |
|        |                           |        |        |  |  |  |

 

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EXHIBIT B toWARRANT

 

TRANSFERNOTICE

 

 

FOR VALUE RECEIVED, the undersigned Holder ofthe attached Warrant hereby sells, assigns and transfers unto the person orpersons named below the right topurchase            sharesof the Common Stock of MAXIM PHARMACEUTICALS, INC. evidenced by the attachedWarrant.

 

 
| Date:                        |                      |   |   |
|------------------------------|---------------------------|--------|--------|
|                         |                      |
|                         |                      |
|                         |                      |   |
|                         | Name of Registered Holder |   |
|                         |                      |
| By:                          |                      |   |   |
|                         | Name:                     |   |
|                         | Title:                    |   |
|                         |                      |   |
| Transferee Name and Address: |                      |
|                         |                      |
|                         |                      |   |
|                         |                      |   |
|                         |                      |   |
|                         |                      |   |
|                         |                      |   |
|                              |                           |        |        |  |  |  |  |

 

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