Exhibit

10.1




 




COMMON STOCK SUBSCRIPTION AGREEMENT




 




This Common Stock Subscription Agreement (“Agreement”)

is made as of June      , 2003 by and among Axonyx

Inc., a Nevada corporation, with its executive offices at 500 Seventh Ave., 10th

Floor, New York, NY 10018 (the “Company”) and

[      ] (the “Investor”).




 




WITNESSETH:




 




WHEREAS, the Investor desires to purchase from the

Company, and the Company desires to sell to the Investor, shares of the

Company’s common stock, par value $0.001 per share (the “Shares”), upon the

terms and subject to the conditions set forth herein;




 




NOW THEREFORE, in consideration of the premises and

mutual covenants contained herein and other good and valuable consideration,

the receipt of which are hereby acknowledged, the parties agree as follows:




 




I.                                         Purchase

and Sale of the Shares, Closing Date; Delivery, Restrictive Legend.




 




1.1                                 Purchase

and Sale of Shares.  Upon the terms

and subject to the conditions of this Agreement, at the Closing (as defined

below), the undersigned hereby subscribes for

[                     ]

(                )

Shares at the per share purchase price of $2.50 (“Per Share Purchase

Price”).  All dollar amounts set forth

in this Agreement shall be in United States Dollars.




 




1.2                                 Closing

Date.  The closing of the purchase

and sale of the Shares hereunder (the “Closing”) shall be held at the offices

of Torys LLP on June     , 2003 or at such other time and

place upon which the Company and the Investor shall agree (the “Closing Date”).




 




1.3                                 Delivery:

At the Closing, the Company shall deliver to the Investor a certificate or

certificates, registered in the name of the Investor, representing the Shares

purchased by the Investor, and the Investor shall deliver to the Company an

amount equal to the product of Shares to be purchased by such Investor and the

Per Share Purchase Price (the “Purchase Price”), by certified check payable to

“Axonyx Inc. Corporate Account” or by wire transfer of immediately available

funds to the following account of the Company:




 




Chase Manhattan Bank NYC


ABA Routing #:021000021




 





























 




FBO Salomon Smith Barney


A/C # 066-198038


For further credit to: Axonyx Inc. A/C #204-90314-1-8-501




 




1.4                                 Restrictive  Legend.  Each certificate representing (i) the Shares

and (ii) any other securities issued in respect of such Shares or upon any

stock split, stock dividend, recapitalization, merger, conversion,

consolidation or similar event relating to the Shares, shall be stamped or

otherwise imprinted with a legend in the following form (in addition to any

legend required under applicable state securities laws) until such legend is no

longer required under applicable securities laws:




 




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.




 




II.                                     Company

Representations.




 




2.1                                 Concerning

the Shares and the Common Stock. 

The Shares, when issued, delivered and paid for in accordance with this

Agreement, will be duly and validly authorized and issued.




 




2.2                                 Authorization;

Enforcement.  (a) The Company has

the requisite corporate power and authority to enter into and perform its

obligations under this Agreement and to issue, sell and perform its obligations

with respect to the Shares in accordance with the terms hereof, (b) the

execution and delivery of this Agreement by the Company and the consummation by

it of the transactions contemplated hereby have been duly authorized by the

Company’s Board of Directors and no further consent or authorization is

required by the Company, its Board of Directors or its stockholders, and (c)

this Agreement has been duly executed and delivered by the Company.  No other corporate proceedings on the part

of the Company are necessary to approve and authorize the execution and

delivery of this Agreement and the issuance of the Shares.  This Agreement, when executed and delivered

by the Company, constitutes a valid and binding obligation of the Company

enforceable against the Company in accordance with its terms, except as such

enforceability may be limited by general principles of equity or applicable

bankruptcy,




 




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insolvency, reorganization, moratorium, liquidation or similar laws

relating to, or affecting generally, the enforcement of creditors’ rights and

remedies.




 




2.3                                 Securities

Law Exemption.  Assuming the truth

and accuracy of each Investor’s representations set forth in this Agreement,

the offer, sale and issuance of the Shares as contemplated by this Agreement

are exempt from the registration requirements of the Securities Act of 1933, as

amended (the “Securities Act”) and applicable state securities laws, and

neither the Company nor any authorized agent acting on its behalf has taken or

will take any action hereafter that would cause the loss of such exemption.




 




III.                                 Registration

Rights.




 




3.1                                 Registrable

Shares.  The Shares issued pursuant

to this Agreement shall be “Registrable Shares” for the purposes of this

Agreement; provided that such Shares shall not be Registrable Shares if the

Investor (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

Investor.




 




3.2                                 Company

Registration.




 




Subject to Section 3.5, if the Company proposes to

register any 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 Investor, which notice shall

set forth the Investor’s rights under this Section 3.2 and shall offer the

Investor the opportunity to include in such registration statement such number

of Registrable Shares as the Investor may request.  Upon the written request of the Investor 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 Investor),

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 Investor, to the extent

necessary to permit the disposition of the Registrable Shares to be so

registered; provided that the Investor agrees to sell those if its Registrable

Shares to be included in such registration in the same manner and on the same

terms and conditions as the other shares of common stock which the Company

proposes to register..




 




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3.3                                 Covenants

of the Company With Respect to Registration.




 




The Company covenants and agrees as follows:




 




(a)                                  Following

the effective date of the Registration Statement under Section 3.2, the Company

shall, upon the request of the Investor, 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 Investor to permit the Investor to make a

public distribution of the Registrable Shares registered in connection with the

Registration Statement.




 




(b)                                 The

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

“SEC”) 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;




 




(c)                                  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 Investor; 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;




 




(d)                                 During

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

shall notify each Investor 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;




 




(e)                                  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;




 




(f)                                    The

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

subject to the Investor furnishing to the Company such appropriate information

concerning the Investor, the Registrable Shares and the terms of the Investor

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

writing.




 




3.4                                 Expenses.  All expenses incurred in effecting a

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

registration, qualification and filing fees,




 




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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 Investor.




 




3.5                                 Suspension

of Sales.




 




(a)                                  With

respect to the Registration Statement filed pursuant to Section 3.2, the

Investor 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 Investor 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 3.5(a), 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 3.5(a) 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).




 




(b)                                 If

the Investor suspends such Registration Statement pursuant to Section 3.5(a)

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

of the circumstances which entitled the Investor 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 Investor 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 Investor shall enclose such revised prospectus with the notice to the

selling Investor given pursuant to this Section 3.5(b), and the selling

Investor shall make no offers or sales of securities pursuant to such

Registration Statement other than by means of such revised prospectus.




 




3.6                                 Transfer

or Assignment of Registration Rights. 

The rights to cause the Company to register Registrable Shares granted

to the Investor by the Company under this Section 5 may be transferred or

assigned by the Investor 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 Investor, (ii) is an entity controlling, controlled by or

under common control, or under common investment management, with the Investor,

including without




 




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limitation a corporation, partnership or limited liability company that

is a direct or indirect parent or subsidiary of the Investor, 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 Investor under this

Section 3.




 




3.7                                 Reports

under Exchange Act.  With a view to

making available to the Investor 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 Investor to sell securities of the Company to the public without

registration, the Company agrees to:




 




(a)                                  Make

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

at all times;




 




(b)                                 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”);




 




(c)                                  Furnish

to the Investor, so long as the Investor 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 Investor of any

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

without registration; and




 




(d)                                 Undertake

any additional actions reasonably necessary to maintain the availability of the

use of Rule 144




 




3.8                                 Delay

of Registration.  The Investor 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 3.




 




IV.                                 Representations

and Warranties of the Investor




 




                                                The

Investor, except as set forth herein, represents and warrants to the Company

with respect to the purchase of the Shares as follows:




 




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4.1                                 Private

Placement.  The Investor agrees and

understands that the Shares are being offered and sold to Investor in reliance

upon specific exemptions from the registration requirements of the Securities

Act and the rules and regulations promulgated thereunder and that, in order to

determine the availability of such exemptions and the eligibility of the

Investor to acquire the Shares, the Company is relying upon the truth and

accuracy of Investor’s representations and warranties, and compliance with the

Investor’s covenants and agreements, set forth in this Agreement.  The Investor further agrees with the Company

that (i) no Shares were offered or sold to the Investor by means of any form of

general solicitation or general advertising, and in connection therewith, the

Investor did not (1) receive or review any advertisement, article, notice or

other communication published in a newspaper or magazine or similar media or

broadcast over television or radio, whether closed circuit or generally

available; or (2) attend any seminar meeting or industry investor conference

whose attendees were invited by any general solicitation or general

advertising.  The Investor hereby

acknowledges that the offering of the Shares has not been reviewed by the SEC

or any state regulatory authority since the offering of the Shares is intended

to be exempt from the registration requirements of Section 5 of the Securities

Act.  The Investor understands that the

Shares have not been registered under the Securities Act and agrees not to sell

or otherwise transfer the Shares except pursuant to an effective registration

statement under the Securities Act or unless an exemption from such

registration is available.




 




4.2                                 Accredited

Investor.  The Investor is an

“accredited investor”, as defined in Regulation D promulgated under the

Securities Act.




 




4.3                                 Experience:  The Investor has substantial experience in

evaluating and investing in private placement transactions and Investor is

capable of evaluating the merits and risks of Investor’s investment in the

Company.  The Investor, by reason of his

business or financial experience, has the capacity to protect his own interests

in connection with the purchase of the Shares, hereunder.




 




4.4                                 Investment.  Investor is acquiring the shares for

investment for Investor’s own account, not as a nominee or agent, and not with

the view to, or for resale in connection with, any distribution thereof in

violation of the Securities Act. 

Investor understands that the Shares have not been, and will not be,

registered under the Securities Act or under any state securities laws.  Investor understands that the Shares are

being offered and sold to it in reliance on specific exemptions from the

registration provisions of federal and state securities laws which depend upon,

among other things, the bona fide nature of the investment intent and the truth

and accuracy of such Investor’s representations as expressed herein.  If Investor is not an individual, Investor

has not been formed for the specific purpose of acquiring the Shares.  With respect to corporate tax and other

economic considerations involved in an investment in the Shares, the Investor

is not relying on the Company.  Investor

has carefully considered and has, to the extent




 




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the Investor believes such discussion necessary, discussed with its

professional legal, tax, accounting and financial advisors the suitability of

an investment in the Shares for its particular tax and financial situation and

has determined that the Shares are a suitable investment for the Investor.  The Investor does not have any contract,

undertaking, agreement or arrangement with any person to sell, transfer,

pledge, hypothecate, grant any option to purchase or otherwise dispose of any of

the Shares.




 




4.5                                 Rule

144.  Investor acknowledges that the

Shares must be held indefinitely and may not be offered, sold or otherwise

transferred except pursuant to an effective registration statement under the

Securities Act or unless exemption from such registration is available.  Investor is aware of the provisions of Rule

144 promulgated under the Securities Act that permit limited resale of

securities purchased in a private placement subject to the satisfaction of

certain conditions, including, among other things, the existence of a public

market for the securities, the availability of certain current public

information about the Company, the resale occurring not less than two years

after a party has purchased and paid for the security to be sold, the sale

being effected through a “broker’s transaction” or in transactions directly

with a “market maker” (as provided by Rule 144(f)) and the number of securities

being sold during any three-month period not exceeding specified limitations.




 




4.6                                 Information.  The Company has made available to the

Investor all documents and information that the Investor has requested relating

to an investment in the Shares.  The

Investor has been furnished with the Company’s Annual Report on Form 10-K for

the fiscal year ended December 31, 2002, and has had access to the Company’s

SEC filings and other public filings.




 




4.7                                 Authorization;

Enforcement.  (a) If the Investor in

not an individual, the Investor has the requisite power and authority to enter

into and perform its obligations under this Agreement and to purchase the

Shares and perform its obligations with respect to the Shares in accordance

with the terms hereof and (b) this Agreement has been duly executed and

delivered by the Investor.  This

Agreement, when executed and delivered by the Investor, constitutes a valid and

binding obligation of the Investor enforceable against the Investor in

accordance with its terms, except as such enforceability may be limited by

general principles of equity or applicable bankruptcy, insolvency,

reorganization, moratorium, liquidation or similar laws relating to, or

affecting generally, the enforcement of creditors’ rights and remedies.




 




4.8                                 No

Conflicts.  Neither the execution

and delivery of this Agreement nor the consummation of the transaction

contemplated hereby will violate or result in a breach of any material

agreement to which the Investor is a party.




 




4.9                                 Confidentiality.  The Investor understands and expressly

agrees that the existence and nature of all conversations and presentations, if

any, regarding the




 




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Company and the offer and sale of the Shares must be kept strictly

confidential.  The Investor understands

that the federal securities laws impose restrictions on trading based on

material non-public information.  In

addition, the Investor hereby acknowledges that unauthorized disclosure of

information regarding the offer and sale of the Shares may cause the Company to

violate Regulation F-D under the Exchange Act.




 




4.10                           Subject

to the Company’s disclosures in this Agreement and its SEC filings, the

Investor recognizes that the Company has generated only limited revenues to

date, is not expected to have any products commercially available for a number

of years, if at all, and that investment in the Company involves substantial

risks, including loss of the entire amount of such investment and has taken

full cognizance of and understands all of the risk factors relating to the

purchase of the Shares.




 




4.11                           Investor

(i) has adequate means of providing for his current financial needs and

possible contingencies, and has no need for liquidity of investment in the

Company, (ii) can afford to hold unregistered securities for an indefinite

period of time and sustain a complete loss of the entire amount of the

subscription, and (iii) has not made an overall commitment to investments which

are not readily marketable that is so disproportionate as to cause such overall

commitment to become excessive.




 




V.                                     Miscellaneous




 




5.1                                 Governing

Law.  This Agreement shall be

governed in all respects by the laws of the State of New York.




 




5.2                                 Survival.  The representations, warranties, covenants

and agreements made herein shall survive any investigation made by any party

and the closing of the transactions contemplated hereby.




 




5.3                                 Successors

and Assigns.  All terms, covenants,

agreements, representations, warranties and undertakings in this Agreement made

by and on behalf of any of the parties hereto shall bind and inure to the

benefit of the respective successors and assigns of the parties hereto

(including transferees of any Shares) whether so expressed or not, subject to

Section 3.6.




 




5.4                                 Entire

Agreement.  This Agreement

constitutes the entire agreement between the Company and the Investor with

respect to the subject matter hereof. 

There are no representations, warranties, covenants or undertakings with

respect to the subject matter hereof other than those expressly set forth

herein.  This Agreement supersedes all

prior agreements between the parties with respect to the Shares purchased hereunder

and the subject matter hereof.




 




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5.5                                 Notices.  All notices, requests, consents, demands,

notice or other communication to the Company required or permitted under this

Agreement shall be in writing and shall be deemed duly given and received when

delivered personally or transmitted by facsimile, or one (1) 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 Company at:




 




Axonyx Inc.


500 Seventh Avenue


10th Floor


New York, NY  10018


Telephone:  (212) 645-7705


Facsimile:   (212) 989-1745.


Attention:  President and Chief

Executive Officer




 




to Investor at the address listed on the signature

page hereto.




 




5.6                                 Counterparts.

This Agreement may be executed in counterparts, all of which together shall

constitute one and the same instrument.




 




5.7                                 Severability.  If any provision of this Agreement is held

by a court of competent jurisdiction to be unenforceable under applicable law,

such provision 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 Agreement shall be interpreted as if

such provision were so modified and shall be enforceable in accordance with its

terms.




 




5.8                                 Interpretation.  Each party hereto acknowledges that he or

she has participated in the drafting of this Agreement, and any applicable rule

of construction to the effect that ambiguities are to be resolved against the

drafting party shall not be applied in connection with the construction or interpretation

of this Agreement.




 




5.9                                 Publicity.  Neither party shall originate any publicity,

news release or other public announcement, written or oral, whether relating to

the performance under this Agreement or the existence of any arrangement

between the parties, without the prior written consent of the other party

(which consent shall not be unreasonably withheld or delayed), except where

such publicity, news release or other public announcement is required by law, provided

that, in such event, each such party shall (a) promptly consult the other party

in connection with any such publicity, news release or other public

announcement prior to its release; (b) promptly provide the other party a copy

thereof; and (c) use commercially reasonable efforts to ensure that such

portions of such




 




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information as may reasonably be designated by the other party are

accorded confidential treatment by the applicable governmental entity.




 




IN WITNESS WHEREOF, this Agreement has been duly

executed by the Investor or one of its officers thereunto duly authorized as of

the date set forth below.




 




Name of Investor:




 




	

  Exact name to appear


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This Agreement has been accepted as of the date set

forth below:




 




	

  AXONYX INC.


  
	

   


  
	

   


  
	

  By:


  	

   


  	

   


  
	

   


  	

  Michael R. Espey


  
	

   


  	

  Vice President and Secretary


  
	

   


  	

   


  
	

  Date:


  	

   


  	

   


  





 




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