Exhibit

10.4




 




COMMON STOCK PURCHASE WARRANT




 




THESE SECURITIES HAVE NOT

BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “SECURITIES ACT”) OR

UNDER APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR

OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND ANY

APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AVAILABLE EXEMPTIONS FROM SUCH

REGISTRATION, PROVIDED THAT THE SELLER DELIVERS TO THE COMPANY AN OPINION OF

COUNSEL (WHICH OPINION IS REASONABLY SATISFACTORY TO THE COMPANY) CONFIRMING

THE AVAILABILITY OF SUCH EXEMPTION.




 




Dated:

June          , 2003




 




No. AXE-                                              AXONYX

INC.




 




WARRANT TO PURCHASE

               

SHARES OF COMMON STOCK




 




THIS CERTIFIES THAT, for

value received,                

(the “Holder”) is entitled to subscribe for and purchase                

shares (as adjusted pursuant to Section 4 hereof) of the fully paid and

nonassessable Common Stock, par value $0.001 per share (the “Shares”), of

Axonyx Inc., a Nevada corporation (the “Company”), at the price of $5.00 per

share (the “Exercise Price”) (as adjusted pursuant to Section 4 hereof), upon

the terms and subject to the conditions hereinafter set forth.




 




1.                                       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)                                 Fair

Market Value.  For purposes of

Section 6 hereof, the fair market value of the Company’s Common Stock shall

mean:




 




(i)                                     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

(3) days before the date on which the fair market value of the securities is

being determined;




 




(ii)                                  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 (3) days

before the date on which the fair market value of the securities is being

determined; or




 





























 




(iii)                               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.




 




(c)                                  Stock

Certificates.  This Warrant shall be

deemed to have been exercised immediately prior to the close of business on the

date of its surrender for exercise as provided above, and the person entitled

to receive the Shares issuable upon such exercise shall be treated for all

purposes as the holder of record of such Shares as of the close of business on

such date. As soon as practicable, but in any event no later than five (5) days

after such date, the Company shall issue and deliver to the person or persons

entitled to receive the same a certificate or certificates for the number of

whole Shares issuable upon such exercise. 

Unless this Warrant has been fully exercised or has expired, a new

Warrant representing the Shares with respect to which this Warrant shall not

have been exercised shall also be issued to the Holder within such time.




 




2.                                       Call

Provision.  Notwithstanding the

foregoing Section 1, the Company shall have the right (the “Call Right”),

except as may be limited by law or other agreements, to require the exercise of

this Warrant, in whole or in part, by providing written notice (the “Call

Notice”) thereof to the registered Holder hereof, if the average closing price

for the Company’s Common Stock, as quoted by the Nasdaq SmallCap Market or any

other established over-the-counter quotation service, is equal to or greater

than $8.00 per share, as adjusted pursuant to Section 4 hereof, for any period

of twenty (20) consecutive days.  Within

thirty (30) days following the date of the Call Notice, the Holder hereof may,

in its sole discretion, exercise this Warrant in accordance with Section 1 as

to the number of shares against which the Company shall have exercised the Call

Right.  If such exercise has not been

made within such period, this Warrant (or applicable portion hereof) shall

expire and cease to be exercisable, as to the number of shares against which

the Company shall have exercised the Call Right, at 11:59 p.m. Eastern Standard

Time, on the thirtieth day after the date of mailing of the Call Notice.  Notwithstanding the foregoing, the Company

may not exercise its rights pursuant to this Section 2 unless and until there

is, at the time of such Call Notice and exercise of this Warrant, an effective

registration statement covering the sale of the Shares issuable upon exercise

of this Warrant.




 




3.                                       Stock

Fully Paid; Reservation of Shares. 

All of the Shares issuable upon the exercise of the rights represented

by this Warrant will, upon issuance and receipt of the Exercise Price therefor,

be fully paid and nonassessable, and free from all preemptive rights, taxes,

liens , and charges with respect to the issue thereof.  During the period within which the rights

represented by this Warrant may be exercised, the Company shall at all times

have authorized and reserved for issuance upon exercise of the rights evidenced

by this Warrant, sufficient shares of its Common Stock to provide for the

exercise of the rights represented by this Warrant.




 




4.                                       Adjustment

of Exercise Price and Number of Shares. 

Subject to the provisions of Section 13 hereof, the number and kind of

securities purchasable upon the exercise of this Warrant and the Exercise Price

therefor shall be subject to adjustment from time to time upon the occurrence

of certain events, as follows:




 




(a)                                  Stock

Splits, Dividends and Combinations. 

In the event that the Company shall at any time subdivide the

outstanding shares of Common Stock or shall issue a stock dividend on its outstanding

shares of Common Stock the number of Shares issuable upon exercise of this




 




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Warrant immediately prior

to such subdivision or to the issuance of such stock dividend shall be

proportionately increased, and the Exercise Price shall be proportionately

decreased, and in the event that the Company shall at any time combine the

outstanding shares of Common Stock the number of Shares issuable upon exercise

of this Warrant immediately prior to such combination shall be proportionately

decreased, and the Exercise Price shall be proportionately increased, effective

at the close of business on the date of such subdivision, stock dividend or

combination, as the case may be.




 




(b)                                 Reclassification,

Consolidation or Merger.  In case of

any reclassification or change of the Common Stock (other than a change in par

value, or as a result of a subdivision or combination), or in case of any

consolidation or merger of the Company with or into another corporation (other

than a merger with another corporation in which the Company is a continuing

corporation and which does not result in any reclassification or change of

outstanding securities issuable upon exercise of this Warrant), or in case of

any sale of all or substantially all of the assets of the Company, the Company

or such successor or purchasing corporation, as the case may be, shall execute

a new Warrant, providing that the holder of this Warrant shall have the right

to exercise such new Warrant, and procure upon such exercise and payment of the

same aggregate Exercise Price, in lieu of the shares of Common Stock

theretofore issuable upon exercise of this Warrant, the kind and amount of

shares of stock, other securities, money and property receivable upon such

reclassification, change, consolidation, sale of all or substantially, all of

the Company’s assets or merger by a holder of an equivalent number of shares of

Common Stock. Such new Warrant shall provide for adjustments which shall be as

nearly equivalent as may be practicable to the adjustments provided for in this

Section 4. The provisions of this Section 4(a), subject to Section 13 hereof,

shall similarly apply to successive reclassifications, changes, consolidations,

mergers, transfers and the sale of all or substantially all of the Company’s

assets.




 




5.                                       Notice

of Adjustments.  Whenever the number

of Shares purchasable hereunder or the Exercise Price thereof shall be adjusted

pursuant to Section 4 hereof, the Company shall provide notice by first class mail

to the holder of this Warrant setting forth, in reasonable detail, the event

requiring the adjustment, the amount of the adjustment, the method by which

such adjustment was calculated, and the number of Shares which may be purchased

and the Exercise Price therefor after giving effect to such adjustment.




 




6.                                       Fractional

Shares.  No fractional shares of

Common Stock will be issued in connection with any exercise hereunder.  In lieu of such fractional shares, the

Company shall make a cash payment therefor based upon the Fair Market Value of

one share of Common Stock of the Company on the date of such exercise.




 




7.                                       Representations

of the Company.  The Company

represents that all corporate actions on the part of the Company, its officers,

directors and stockholders necessary for the sale and issuance of the Shares

pursuant hereto and the performance of the Company’s obligations hereunder were

taken prior to and are effective as of the effective date of this Warrant.




 




8.                                       Representations

and Warranties by the Holder.  The

Holder represents and warrants to the Company as follows:




 




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(a)                                  This

Warrant and the Shares issuable upon exercise thereof are being acquired for

its own account, for investment and not with a view to, or for resale in

connection with, any distribution or public offering thereof within the meaning

of the Securities Act of 1933, as amended (the “Act”).  Upon exercise of this Warrant, the Holder

shall, if so requested by the Company, confirm in writing, in a form

satisfactory to the Company, that the securities issuable upon exercise of this

Warrant are being acquired for investment and not with a view toward

distribution or resale in violation of the Securities Act.




 




(b)                                 The

Holder understands that the Warrant and the Shares have not been registered

under the Act by reason of their issuance in a transaction exempt from the

registration and prospectus delivery requirements of the Act pursuant to

Section 4(2) thereof, and that they must be held by the Holder indefinitely,

and that the Holder must therefore bear the economic risk of such investment

indefinitely, unless a subsequent disposition thereof is registered under, the

Act or is exempted from such registration.




 




(c)                                  The

Holder has such knowledge and experience in financial and business matters that

it is capable of evaluating the merits and risks of the purchase of this

Warrant and the Shares purchasable pursuant to the terms of this Warrant and of

protecting its interests in connection therewith.




 




(d)                                 The

Holder is able to bear the economic risk of the purchase of the Shares pursuant

to the terms of this Warrant.




 




9.    Restrictive Legend.




 




The Shares issuable upon

exercise of this Warrant (unless registered under the Act) shall be stamped or

imprinted with a legend in the following form:




 




THESE SECURITIES HAVE NOT

BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “SECURITIES ACT”) OR

UNDER APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR

OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND ANY

APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AVAILABLE EXEMPTIONS FROM SUCH

REGISTRATION, PROVIDED THAT THE SELLER DELIVERS TO THE COMPANY AN OPINION OF

COUNSEL (WHICH OPINION IS REASONABLY SATISFACTORY TO THE COMPANY) CONFIRMING

THE AVAILABILITY OF SUCH EXEMPTION.




 




10.   Restrictions Upon Transfer and

Removal of Legend.




 




(a)          The Company need not

register a transfer of Shares bearing the restrictive legend set forth in

Section 9 hereof, unless the conditions specified in such legend are

satisfied.  The Company may also

instruct its transfer agent not to register the transfer of the Shares, unless

one of the conditions specified in the legend referred to in Section 9 hereof

is satisfied.




 




(b)         Notwithstanding the

provisions of Section 9(a) above, no opinion of counsel or “no-action” letter

shall be necessary for a transfer without consideration by any holder (i) to an




 




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affiliate of the holder,

(ii) if such holder is a partnership, to a partner or retired partner of such

partnership who retires after the date hereof or to the estate of any such

partner or retired partner, (iii) if such holder is a corporation, to a

stockholder of such corporation, or to any other corporation under common

control, direct or indirect, with such holder, (iv) if such holder is a limited

liability company, to a member or retired member of such limited liability

company who retires after the date hereof or to the estate of any such member

or retired member, or (v) by gift, will or intestate succession of any

individual holder to his spouse or siblings, or to the lineal descendants or

ancestors of such holder or his spouse, if the transferee agrees in writing to

be subject to the terms hereof to the same extent as if such transferee were

the original holder hereunder.




 




11.                                 Rights

of Stockholders.  No holder of this

Warrant shall be entitled, as a Warrant holder, to vote or receive dividends or

be deemed the holder of Common Stock or any other securities of the Company

which may at any time be issuable on the exercise hereof for any purpose, nor

shall anything contained herein be construed to confer upon the holder of this

Warrant, as such, any of the rights of a stockholder of the Company or any right

to vote for the election of directors or upon any matter submitted to

stockholders at any meeting thereof, or to give or withhold consent to any

corporate action (whether upon any recapitalization, issuance of stock,

reclassification of stock, change of par value, consolidation, merger,

conveyance, or otherwise) or to receive notice of meetings, or to receive

dividends or subscription rights or otherwise until the Warrant shall have been

exercised and the Shares purchasable upon the exercise hereof shall have become

deliverable, as provided herein.




 




12.                                 Registration

Rights.




 




(a)                                  Registrable

Shares.  The Shares issuable upon

exercise of this Warrant shall be “Registrable Shares” for the purposes of this

Warrant, provided

that such Shares shall not be Registrable Shares if the Holder (i) is able to

sell such Shares pursuant to an effective registration statement under the

Securities Act or (ii) is able to sell under Rule 144(k) under the Securities

Act all of the remaining Shares issued or issuable to such Holder.




 




(b)                                 Company

Registration.  Subject to Section

12(e), if the Company proposes to register any shares of its common stock under

the Securities Act (other than a registration (A) on Form S-8 or S-4 or any

successor or similar form, (B) relating to common stock issuable upon exercise

of employee shares options or in connection with any employee benefit or

similar plan of the Company, or (C) in connection with a public offering

involving an underwriter), it will at such time, give prompt written notice at least

twenty (20) days prior to the anticipated filing date of the registration

statement (a “Registration Statement”) relating to such registration to the

Holder, which notice shall set forth the Holder’s rights under this Section

12(b) and shall offer the Holder the opportunity to include in such

registration statement such number of Registrable Shares as the Holder may

request.  Upon the written request of

the Holder made within ten (10) days after the receipt of notice from the

Company (which request shall specify the number of Registrable Shares intended

to be disposed of by the Holder), the Company will use its commercially

reasonable efforts to effect the registration under the Securities Act of all

Registrable Shares that the Company has been so requested to register by the

Holder, to the extent necessary to permit the disposition of the Registrable

Shares to be so registered, provided that the Holder agrees to sell

those of its Registrable Shares to be included in such registration in the same

manner and on




 




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the same terms and

conditions as the other shares of common stock which the Company proposes to

register.




 




(c)                                  Covenants

of the Company With Respect to Registration. 

The Company covenants and agrees as follows:




 




(i)                                     Following

the effective date of the Registration Statement under Section 12(b), the

Company shall, upon the request of the Holder, forthwith supply such reasonable

number of copies of the Registration Statement, preliminary prospectus and

prospectus meeting the requirements of the Securities Act, and other documents

necessary or incidental to the public offering of the Registrable Shares, as

shall be reasonably requested by the Holder to permit the Holder to make a

public distribution of the Registrable Shares registered in connection with the

Registration Statement.




 




(ii)                                  The

Company shall prepare and file with the Securities and Exchange Commission such

amendments and supplements to such Registration Statement and the prospectus

used in connection with such Registration Statement as may be necessary to

comply with the Securities Act with respect to the disposition of all

securities covered by such Registration Statement during the period of time

such Registration Statement remains effective;




 




(iii)                               The

Company shall use its commercially reasonable efforts to register and qualify

the securities covered by such Registration Statement under such other

securities or Blue Sky laws of such jurisdictions as shall be reasonably

requested by the Holder; provided that the Company shall not be required in

connection therewith or as a condition thereto to qualify to do business or to

file a general consent to service of process in any such states or

jurisdictions;




 




(iv)                              During

the period of time such Registration Statement remains effective, the Company

shall notify each Holder of Registrable Shares covered by such Registration

Statement at any time when a prospectus relating thereto is required to be

delivered under the Securities Act or the happening of any event as a result of

which the prospectus included in such Registration Statement, as then in

effect, includes an untrue statement of a material fact or omits to state a

material fact required to be stated therein or necessary to make the statements

therein not misleading in the light of the circumstances then existing;




 




(v)                                 The

Company shall use its commercially reasonable efforts to cause all such

Registrable Shares registered hereunder to be listed on each securities

exchange on which securities of the same class issued by the Company are then

listed;




 




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(vi)                              The

obligations of the Company hereunder with respect to the Registrable Shares are

subject to the Holder furnishing to the Company such appropriate information

concerning the Holder, the Registrable Shares and the terms of the Holder’s

offering of such Registrable Shares as the Company may reasonably request in

writing.




 




(d)                                 Expenses.  All expenses incurred in effecting a

registration pursuant to this Agreement (including, without limitation, all

registration, qualification and filing fees, printing expenses, fees and

disbursements of counsel for the Company, blue sky fees and expenses) shall be

borne by the Company.  All transfer

taxes, underwriting discounts and selling commissions applicable to the sale of

the Registrable Shares shall be borne by the Holder.




 




(e)                                  Suspension

of Sales.




 




(i)                                     With

respect to the Registration Statement filed pursuant to Section 12(b), the

Company may suspend sales of Registrable Shares under such Registration

Statement for a period of not more than forty five (45) days with respect to

such Registration Statement if, at any time the Company is engaged in

confidential negotiations or other confidential business activities, the

disclosure of which would be required if such sales were not suspended and the

Board of Directors of the Company determines in good faith that such suspension

would be in the Company’s best interest at such time, provided that the Company

shall not be permitted to suspend such sales for more than sixty (60) days in

any twelve (12) month period.  In order

to suspend sales pursuant to this Section 12(e)(i), the Company shall promptly

(but in any event within five (5) business days), upon determining to seek such

suspension, deliver to each holder of Registrable Shares a certificate signed

by an executive officer of the Company stating that the Company is suspending

such filing pursuant to this Section 12(e)(i) and a general statement of the

reason for such suspension and an approximation of the anticipated delay.  Each holder of Registrable Shares hereby

agrees to keep confidential any information disclosed to it in any such

certificate (including the fact that a certificate was delivered).




 




(ii)                                  If

the Company suspends such Registration Statement pursuant to Section 12(e)(i)

above, the Company shall, as promptly as practicable following the termination

of the circumstances which entitled the Company to do so but in no event more

than fifteen (15) days thereafter, take such actions as may be necessary to

file or reinstate the effectiveness of such Registration Statement and/or give

written notice to the selling Holder authorizing them to resume sales pursuant

to such Registration Statement.  If, as

a result thereof, the prospectus included in such Registration Statement has

been amended to comply with the requirements of the Securities Act, the Company

shall enclose such revised prospectus with the notice to the selling Holder

given pursuant to this Section 12(e)(ii), and the selling Holder shall make no

offers or sales of securities pursuant to such Registration Statement other

than by means of such revised prospectus.




 




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(d)                                 Transfer

or Assignment of Registration Rights. 

The right to cause the Company to register Registrable Shares granted to

the Holder by the Company under this Section 12 may be transferred or assigned

by the Holder to a transferee or assignee of such Registrable Shares that (i)

is a subsidiary, parent, current or former partner, current or former limited

partner, current or former member, current or former manager or stockholder of

the Holder, (ii) is an entity controlling, controlled by or under common

control, or under common investment management, with the Holder, including

without limitation a corporation, partnership or limited liability company that

is a direct or indirect parent or subsidiary of the Holder, or (iii) is a

transferee or assignee of not less than 50,000 Registrable Shares (as presently

constituted and subject to subsequent adjustments for stock splits, stock

dividends, reverse stock splits and the like), provided that the Company is

given written notice at the time of or within a reasonable time after said

transfer or assignment, stating the name and address of said transferee or

assignee and identifying the securities with respect to which such registration

rights are being transferred or assigned, and provided further that the

transferee or assignee of such rights assumes the obligations of such Holder

under this Section 12.




 




(g)                                 Reports

under Exchange Act.  With a view to

making available to the Holder the benefits of Rule 144 promulgated under the

Securities Act and any other rule or regulation of the SEC that may at any time

permit the Holder to sell securities of the Company to the public without

registration, the Company agrees to:




 




(i)                                     Make

and keep public information available, as those terms are used in SEC Rule 144,

at all times;




 




(ii)                                  File

with the SEC in a timely manner all reports and other documents required of the

Company under the Securities Act and the Exchange Act of 1934, as amended (the

“Exchange Act”);




 




(iii)                               Furnish

to the Holder, so long as the Holder owns any Registrable Shares, forthwith on

request, (i) a written statement by the Company that it has complied with the

reporting requirements of SEC Rule 144, the Securities Act and the Exchange

Act, (ii) a copy of the most recent annual or quarterly report of the Company

and such other reports and documents so filed by the Company, and (iii) such

other information as may be reasonably requested in availing any Holder of any

rule or regulation of the SEC that permits the selling of any such securities

without registration; and




 




(iv)                              Undertake

any additional actions reasonably necessary to maintain the availability of the

use of Rule 144.




 




(h)                                 Delay

of Registration.  The Holder shall

not have any right to obtain or seek an injunction restraining or otherwise

delaying any registration as the result of any controversy that might arise

with respect to the interpretation or implementation of this Section 12.




 




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13.                                 Expiration

of Warrant.  This Warrant shall

expire and shall no longer be exercisable at 5:00 p.m., New York local time, on

the date that is two (2) years after the date of issuance of this Warrant as

set forth on the first page of this Warrant.




 




14.                                 Notices,

Etc.  Any request, consent, notice

or other communication required or permitted under this Warrant shall be in

writing and shall be deemed duly given and received when delivered personally

or transmitted by facsimile, or one business day after being deposited for

next-day delivery with a nationally recognized overnight delivery service, or

three (3) days after being deposited as first class mail with the United States

Postal Services, all charges or postage prepaid, and properly addressed to the

party to receive the same. Any party may, at any time, by providing ten (10)

days’ advance written notice to the other party hereto, designate any other

address in substitution of the an address established pursuant to the

foregoing.  The Holder’s notice address

shall be as set forth on the signature page hereto or as may have been

subsequently furnished by the Holder to the Company in writing.  The Company’s notice address shall be as

follows (or as may have been subsequently furnished by the Company to the

Holder in writing):




 




500 Seventh Avenue




10th Floor




New York, NY  10018




Telephone:  (212) 645-7705




Facsimile:  (212) 989-1745




 




15.                                 Governing

Law; Headings.  This Warrant is

being delivered in the State of New York and shall be construed and enforced in

accordance with and governed by the laws of such State.  The headings in this Warrant are for

purposes of reference only, and shall not limit or otherwise affect any of the

terms hereof.




 




16.                                 Amendment;

Waiver.  Any term of this Warrant

may be amended, and the observance of any tern of this Warrant may be waived

(either generally or in a particular instance and either retroactively or

prospectively) only with the written consent of the Company and the Holder.




 




17.                                 Severability.  If one or more provisions of this Warrant

are held to be unenforceable under applicable law, such provision(s) shall be

replaced with a provision that accomplishes, to the extent possible, the

original business purpose of such provision in a valid and enforceable manner,

and the balance of the Warrant shall be interpreted as if such provision were

so modified and shall be enforceable in accordance with its terms.




 




18.                                 No

Impairment.  The Company will not,

by amendment of its certificate of incorporation or bylaws, or through

reorganization, consolidation, merger, dissolution, issue or sale of

securities, sale of assets or any other voluntary action, avoid or seek to

avoid the observance or performance of any of the terns 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 action as may be necessary or appropriate in

order to protect the rights of the Holder of this Warrant against

impairment.  Without limiting the

generality of the foregoing, the Company (a) will not increase the par value of

any shares of stock issuable upon the exercise of this Warrant above the amount




 




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payable therefor upon such exercise, and (b) will take

all such action as may be necessary or appropriate in order that the Company

may validly issue fully paid and non-assessable Shares upon exercise of this

Warrant.




 




19.                                 Attorneys’

Fees.  In the event any party is

required to engage the services of any attorneys for the purpose of enforcing

this Warrant, or any provision thereof, the prevailing party shall be entitled

to recover its reasonable expenses and costs in enforcing this Warrant,

including attorneys’ fees.




 




20.                                 Loss

or Mutilation.  Upon receipt by the

Company of evidence reasonably satisfactory to it of the ownership and the

loss, theft, destruction or mutilation of this Warrant, and of indemnity

reasonably satisfactory to it, and (in the case of mutilation) upon surrender

and cancellation of this Warrant, the Company will execute and deliver in lieu

thereof a new Warrant of like tenor.




 




21.                                 Taxes.  The Company shall pay all taxes and other

governmental charges that may be imposed in respect of the issue or delivery of

any Shares.




 




[Signatures appear on the following

page.]




 




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IN WITNESS WHEREOF, this

Warrant has been executed as of the date first written above by an authorized

officer of the Company and the Warrant Holder.




 




	

   


  	

  AXONYX INC.


  
	

   


  
	

   


  
	

   


  	

  By:


  	

   


  
	

   


  	

  Name:


  
	

   


  	

  Title:


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  WARRANT HOLDER


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  By:


  	

   


  
	

   


  	

  Name:


  
	

   


  	

  Title:


  
	

   


  	

  Address:


  
	

   


  	

  Telephone:


  
	

   


  	

  Facsimile:


  





 




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