Exhibit
10.2


 


AMENDMENT
NO. 1 TO

COMMON STOCK PURCHASE WARRANT


 


Dated:  June
          , 2003


 


Reference is made to Warrant No.
AXC-       AXONYX INC. in respect of
               
Shares (the “Warrant”), the terms of which are incorporated herein by reference.  Capitalized terms used herein but not
defined herein have the meaning given to them in the Warrant.


 


This certifies that, for value received,
                                        
(the “Holder”) and Axonyx Inc. (the “Company”) agree that the Warrant shall be
amended as follows:


 


1.                                       Section
1 of the Warrant is hereby amended by inserting at the end the following:


 


“(e)                            Early
Exercise.


 


(i)                                     In
the event that the purchase rights represented by this Warrant are exercised,
in whole or in part, by the Holder at or prior to 5:30 PM New York local time
on June 9, 2003 (with a duly completed and executed notice of exercise and
investment representation letter, attached hereto as Exhibit A and Exhibit
B, respectively, also provided to the Company via facsimile at or prior to
4:00 PM on June 6, 2003) and in accordance with Section 1(a) hereof (an “Early
Exercise”), the Exercise Price for the Shares subject to such Early Exercise
shall be $2.50 per Share; provided, however, that payment in
connection with an Early Exercise shall be made by wire transfer of immediately
available funds and shall be received by the Company in an account to be
designated by the Company at or prior to 5:30 PM on June 9, 2003.  For greater certainty, the provisions of
Section 1(b) hereof shall not be applicable to any Early Exercise.


 


(ii)                                  As
soon as practicable following an Early Exercise by the Holder, the Company
shall issue to the Holder a warrant to subscribe for and purchase a number of
shares of Common Stock of the Company representing one-half of the Shares
subject to such Early Exercise and containing such other terms and conditions
as agreed by the Holder and the Company.


 


(iii)                               This
Section 1(e) shall not apply to any exercise of this Warrant other than an
Early Exercise.”


 


2.                                       The
final sentence of Section 14 of the Warrant is hereby replaced with the
following:


 


“The Holder’s notice address shall be as set forth on
the Purchase Agreement 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.”


 


IN WITNESS WHEREOF, this Amendment No. 1 to the 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:

  	
   

  	
   

  
						



 


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