Exhibit 4.1





Exhibit 4.1




Form of Warrant to Purchase Common Stock




AMICUS THERAPEUTICS, INC.




WARRANT TO PURCHASE COMMON STOCK




To Purchase __________________ Shares of Common Stock




Warrant No.: ____________




Date of Issuance: March __, 2010




VOID AFTER March __, 2014




THIS CERTIFIES THAT, for value received,                                         , or permitted registered assigns
(the “Holder”), is entitled, subject to the terms set forth below, to subscribe for and purchase at
the Exercise Price (defined below) from Amicus Therapeutics, Inc., a Delaware corporation (the
“Company”), up to                      shares of Common Stock, par value $.01 per share (the “Common Stock”),
of the Company. This warrant is one of a series of warrants issued by the Company as of the date
hereof (individually a “Warrant”; collectively, “Company Warrants”) pursuant to those certain
subscription agreements between the Company and each of the investors, each dated as of February
25, 2010 (each, a “Subscription Agreement”) and pursuant to a registration statement under the
Securities Act on Form S-3 (File No. 333-158405) (the “registration statement”), filed with the
United States Securities and Exchange Commission (the “Commission”) and declared effective on May
27, 2009.



1. DEFINITIONS. Capitalized terms used herein but not otherwise defined herein shall
have their respective meanings as set forth in the Subscription Agreement. As used herein, the
following terms shall have the following respective meanings:




(A) “Eligible Market” means any of the New York Stock Exchange, the American Stock
Exchange, The NASDAQ Global Market, The NASDAQ Global Select Market or The NASDAQ Capital
Market.




(B) “Exercise Period” shall mean the period commencing six (6) months after the date
hereof and ending four (4) years from the date hereof, unless sooner terminated as provided
below.




(C) “Exercise Price” shall mean $                     per share, subject to adjustment pursuant to
Section 4 below.


 


 









 






(D) “Trading Day” shall mean (a) any day on which the Common Stock is listed or quoted
and traded on its primary Trading Market, (b) if the Common Stock
is not then listed or quoted and traded on any Eligible Market, then a day on which
trading occurs on the OTC Bulletin Board (or any successor thereto), or (c) if trading does
not occur on the OTC Bulletin Board (or any successor thereto), any business day.




(E) “Trading Market” shall mean the OTC Bulletin Board or any other Eligible Market, or
any national securities exchange, market or trading or quotation facility on which the Common
Stock is then listed or quoted.




(F) “Warrant Shares” shall mean the shares of the Common Stock issuable upon exercise of
this Warrant.



2. EXERCISE OF WARRANT. The rights represented by this Warrant may be exercised in
whole or in part at any time during the Exercise Period, by delivery of the following to the
Company at its address set forth on the signature page hereto (or at such other address as it may
designate by notice in writing to the Holder):




(A) an executed written notice, in the form attached hereto as Exhibit A (the
“Exercise Notice”); and




(B) payment of the Exercise Price either (i) in cash or by check or (ii) provided that
the conditions set forth in Section 2.1 are satisfied, pursuant to Section
2.1 below.



The Holder shall not be required to deliver the original Warrant in order to effect an
exercise hereunder. Execution and delivery of the Notice of Exercise shall have the same effect as
cancellation of the original Warrant and issuance of a new Warrant evidencing the right to purchase
the remaining number of Warrant Shares, if any.



Certificates for shares purchased hereunder shall be transmitted by the transfer agent of the
Company to the Holder by crediting the account of the Holder’s prime broker with the Depository
Trust Company (“DTC”) through its Deposit Withdrawal Agent Commission system if the Company’s
transfer agent is a participant in such system, and otherwise by physical delivery to the address
specified by the Holder in the Exercise Notice, in each case within three (3) business days from
the delivery to the Company of the Exercise Notice and payment of the aggregate Exercise Price as
set forth above. This Warrant shall be deemed to have been exercised on the date the Exercise Price
is received by the Company.



The person in whose name any certificate or certificates for Warrant Shares are to be issued
upon exercise of this Warrant shall be deemed to have become the holder of record of such shares on
the date on which payment of the Exercise Price was made, irrespective of the date such Warrant
Shares are credited to the DTC account of the Holder’s prime broker or the date of delivery of the
certificate or certificates evidencing such Warrant Shares, as the case may be, except that, if the
date of such payment is a date when the
stock transfer books of the Company are closed, such person shall be deemed to have become the
holder of such shares at the opening of business on the next succeeding date on which the stock
transfer books are open.


 


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Subject to Section 2.6 and the final sentence of this paragraph and to the extent permitted by
law, the Company’s obligations to issue and deliver Warrant Shares in accordance with the terms
hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to
enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any
judgment against any person or entity or any action to enforce the same, or any setoff,
counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder
or any other person or entity of any obligation to the Company or any violation or alleged
violation of law by the Holder or any other person or entity, and irrespective of any other
circumstance which might otherwise limit such obligation of the Company to the Holder in connection
with the issuance of Warrant Shares. The Holder shall have the right to pursue any remedies
available to it hereunder, at law or in equity including, without limitation, a decree of specific
performance and/or injunctive relief with respect to the Company’s failure to timely deliver
Warrant Shares upon exercise of this Warrant as required pursuant to the terms hereof.




2.1. NET EXERCISE. If during the Exercise Period (a) a registration statement
covering the Warrant Shares that are the subject of the Exercise Notice (the “Unavailable
Warrant Shares”), or an exemption from registration, is not available for the issuance and
resale of such Unavailable Warrant Shares, the Holder may, in its sole discretion or (b) the
Fair Market Value (as defined below) of one share of the Common Stock is greater than the
Exercise Price (at the date of calculation as set forth below), in lieu of exercising this
Warrant by payment of cash or by check, the Holder may effect a “net exercise” of this Warrant
in lieu of making the cash payment otherwise contemplated to be made to the Company upon such
exercise in payment of the Exercise Price, in which event, if so effected, the Holder shall
receive Warrant Shares equal to the value (as determined below) of this Warrant (or the
portion thereof being canceled) by delivery of the properly endorsed Notice of Exercise at the
principal office of the Company, in which event the Company shall issue to the Holder a number
of shares of the Common Stock computed using the following formula (a “Net Exercise”):




	 	 	 	 	 	 	 
	 

	 	X =
	 	Y(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 (which shall include both the
number of Warrant Shares issued to the Holder and the number
of Warrant Shares subject to the portion of the Warrant
being cancelled in payment of the Exercise Price).






 


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	 	A
	 	=
	 	the Fair Market Value (as defined below) of one share of the
Common Stock (at the date of such calculation).
	 
	 	 	 	 	 	 
	 

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







For purposes of this Warrant, the “Fair Market Value” of one share of the Common Stock shall
mean (i) the average of the closing sales prices for the shares of the Common Stock on The
NASDAQ Global Market or other Eligible Market where the Common Stock is listed or traded as
reported by Bloomberg Financial Markets (or a comparable reporting service of national
reputation selected by the Company and reasonably acceptable to the Holder if Bloomberg
Financial Markets is not then reporting sales prices of such security) (collectively,
“Bloomberg”) for the ten (10) consecutive trading days immediately prior to the date of the
exercise of the Warrant, or (ii) if an Eligible Market is not the principal Trading Market
for the shares of the Common Stock, the average of the reported sales prices reported by
Bloomberg on the principal Trading Market for the Common Stock during the same period, or, if
there is no sales price for such period, the last sales price reported by Bloomberg for such
period, or (iii) if neither of the foregoing applies, the last sales price of such security
in the over-the-counter market on the pink sheets for such security as reported by Bloomberg,
or if no sales price is so reported for such security, the last bid price of such security as
reported by Bloomberg, or (iv) if fair market value cannot be calculated as of such date on
any of the foregoing bases, the fair market value shall be as determined by the Board of
Directors of the Company in the exercise of its good faith judgment.




2.2. ISSUANCE OF NEW WARRANTS. Upon any partial exercise of this Warrant, the
Company, at its expense, will forthwith and, in any event within five (5) business days, issue
and deliver to the Holder a new warrant or warrants of like tenor, registered in the name of
the Holder, exercisable, in the aggregate, for the balance of the number of shares of the
Common Stock remaining available for purchase under this Warrant.




2.3. PAYMENT OF TAXES AND EXPENSES. The Company shall pay any recording, filing,
stamp or similar tax which may be payable in respect of any transfer involved in the issuance
of, and the preparation and delivery of certificates (if applicable) representing, (i) any
Warrant Shares purchased upon exercise of this Warrant and/or (ii) new or replacement warrants
in the Holder’s name or the name of any transferee of all or any portion of this Warrant;
provided, however, that the Company shall not be required to pay any tax which may be payable
in respect of
any transfer involved in the issuance, delivery or registration of any certificates for
Warrant Shares or Warrants in a name other than that of the Holder. The Holder shall be
responsible for all other tax liability that may arise as a result of holding or transferring
this Warrant or receiving Warrant Shares upon exercise hereof.


 


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2.4. RULE 144. For purposes of Rule 144 promulgated under the Securities Act, as
in effect on the date hereof, it is intended that the Warrant Shares issued in a Net Exercise
shall be deemed to have been acquired by the Holder, and the holding period for the Warrant
Shares shall be deemed to have commenced, on the date this Warrant was originally issued
pursuant to the applicable Subscription Agreement.




2.5. DISPUTES. In the case of a dispute as to the determination of the Exercise
Price or the arithmetic calculation of the Warrant Shares, the Company shall promptly issue
to the Holder the number of Warrant Shares that are not disputed.




2.6. EXERCISE LIMITATIONS; HOLDER’S RESTRICTIONS. A Holder, other than an
Excluded Holder, shall not have the right to exercise any portion of this Warrant, pursuant to
Section 2 or otherwise, to the extent that after giving effect to such issuance after
exercise, such Holder (together with such Holder’s affiliates), as set forth on the applicable
Notice of Exercise, would beneficially own in excess of 9.9% of the number of shares of the
Common Stock outstanding immediately after giving effect to such issuance. For purposes of
this Section 2.6, the number of shares of the Common Stock beneficially owned by such
Holder and its affiliates shall include the number of shares of the Common Stock issuable upon
exercise of this Warrant with respect to which the determination of such sentence is being
made, but shall exclude the number of shares of the Common Stock which would be issuable upon
(A) exercise of the remaining, nonexercised portion of this Warrant beneficially owned by such
Holder or any of its affiliates and (B) exercise or conversion of the unexercised or
nonconverted portion of any other securities of the Company (including, without limitation,
any other shares of the Common Stock or Warrants) subject to a limitation on conversion or
exercise analogous to the limitation contained herein beneficially owned by such Holder or any
of its affiliates. Except as set forth in the preceding sentence, for purposes of this
Section 2.6, beneficial ownership shall be calculated in accordance with Section 13(d)
of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), it being acknowledged
by a Holder that the Company is not representing to such Holder that such calculation is in
compliance with Section 13(d) of the Exchange Act and such Holder is solely responsible for
any schedules required to be filed in accordance therewith. To the extent that the limitation
contained in this Section 2.6 applies, the determination of whether this Warrant is
exercisable (in relation to other securities owned by such Holder) and of which a portion of
this Warrant is exercisable shall be in the sole discretion of a Holder, and the submission of
a Notice of Exercise shall be deemed to be each Holder’s determination of whether this Warrant
is exercisable (in relation to other securities owned by such Holder) and of which portion of
this Warrant is exercisable, in each case subject to such aggregate


 


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percentage limitation, and
the Company shall have no obligation to verify or confirm the accuracy of such determination. For purposes of this Section 2.6, in determining the number of
outstanding shares of the Common Stock, a Holder may rely on the number of outstanding shares
of the Common Stock as reflected in (x) the Company’s most recent Form 10-Q or Form 10-K, as
the case may be, (y) a more recent public announcement by the Company or (z) any other notice
by the Company or the Company’s transfer agent setting forth the number of shares of the
Common Stock outstanding. Upon the written or oral request of a Holder, the Company shall
within two Trading Days confirm orally and in writing to such Holder the number of shares of
the Common Stock then outstanding. In any case, the number of outstanding shares of the Common
Stock shall be determined after giving effect to the conversion or exercise of securities of
the Company, including this Warrant, by such Holder or its affiliates since the date as of
which such number of outstanding shares of the Common Stock was reported. The provisions of
this Section 2.6 may be waived by such Holder, at the election of such Holder, upon
not less than 61 days’ prior notice to the Company, and the provisions of this Section
2.6 shall continue to apply until such 61st day (or such later date, as
determined by such Holder, as may be specified in such notice of waiver). For purposes of this
Section 2.6, an “Excluded Holder” shall mean a Holder (together with such Holder’s
affiliates) that beneficially owned in excess of 9.9% of the number of shares of the Common
Stock outstanding on the date this Warrant was issued to such Holder; provided, however, that
if thereafter such Holder (together with such Holder’s affiliates) shall beneficially own 9.9%
or a percentage less than 9.9% of the number of shares of the Common Stock outstanding, then
such Holder shall cease to be an “Excluded Holder” hereunder.




3. COVENANTS OF THE COMPANY.




3.1. COVENANTS AS TO WARRANT SHARES. The Company covenants and agrees that all
Warrant Shares that may be issued upon the exercise of the rights represented by this Warrant
will, upon issuance, be validly issued and outstanding, fully paid and nonassessable, and
free from all taxes, liens and charges with respect to the issuance thereof. The Company
further covenants and agrees that the Company will at all times during the Exercise Period
have authorized and reserved, free from preemptive rights, a sufficient number of shares of
the Common Stock to provide for the exercise of the rights represented by this Warrant. If at
any time during the Exercise Period the number of authorized but unissued shares of the
Common Stock shall not be sufficient to permit exercise of this Warrant, the Company will use
its commercially reasonable efforts to take such corporate action in compliance with
applicable law as may, in the opinion of its counsel, be necessary to increase its authorized
but unissued shares of the Common Stock to such number of shares as shall be sufficient for
such purposes. The Company further covenants and agrees to use its commercially reasonable
efforts to keep the Warrant Shares authorized for listing on at least one Eligible Market and
to maintain an effective registration statement with the SEC with respect to the offer or
sale of the Warrant Shares.


 


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3.2. NOTICES OF RECORD DATE AND CERTAIN OTHER EVENTS. In the event of any taking
by the Company of a record of the holders of any class of securities for the purpose of
determining the holders thereof who are entitled to receive any dividend or other
distribution, the Company shall mail to the Holder, at least fifteen (15) days prior to the
date on which any such record is to be taken for the purpose of such dividend or
distribution, a notice specifying such date. In the event of any voluntary dissolution,
liquidation or winding up of the Company, the Company shall mail to the Holder, at least
fifteen (15) days prior to the date of the occurrence of any such event, a notice specifying
such date. In the event the Company authorizes or approves, enters into any agreement
contemplating, or solicits stockholder approval for any Fundamental Transaction, as defined
in Section 6 herein, the Company shall mail to the Holder, at least fifteen (15) days
prior to the date of the occurrence of such event, a notice specifying such date.
Notwithstanding the foregoing, the failure to deliver such notice or any defect therein shall
not affect the validity of the corporate action required to be described in such notice.



4. ADJUSTMENT OF EXERCISE PRICE AND SHARES. The Exercise Price and number of Warrant
Shares issuable upon exercise of this Warrant are subject to adjustment from time to time as set
forth in this Section 4.




(A) If the Company, at any time while this Warrant is outstanding, (i) pays a stock
dividend on the Common Stock or otherwise makes a distribution on any class of capital stock
that is payable in shares of the Common Stock, (ii) subdivides outstanding shares of the
Common Stock into a larger number of shares, or (iii) combines outstanding shares of the
Common Stock into a smaller number of shares, then in each such case the Exercise Price shall
be multiplied by a fraction of which the numerator shall be the number of shares of the
Common Stock outstanding immediately before such event and of which the denominator shall be
the number of shares of the Common Stock outstanding immediately after such event and the
number of Warrant Shares issuable upon exercise of this Warrant shall be proportionately
adjusted. Any adjustment made pursuant to clause (i) of this paragraph shall become effective
immediately after the record date for the determination of stockholders entitled to receive
such dividend or distribution, and any adjustment pursuant to clause (ii) or (iii) of this
paragraph shall become effective immediately after the effective date of such subdivision or
combination.




(B) If the Company, at any time while this Warrant is outstanding, distributes to
holders of the Common Stock (i) evidences of its indebtedness, (ii) any security (other than
a distribution of the Common Stock covered by the preceding paragraph), (iii) rights or
warrants to subscribe for or purchase any security, or (iv) any other asset (in each case,
“Distributed Property”), then in each such case the Holder shall be entitled upon exercise of
this Warrant for the purchase of any or all of the Warrant Shares, to receive the amount of
Distributed Property which would have been payable to the Holder had such Holder been the
holder of such Warrant Shares on the record date for the determination of stockholders
entitled to
such Distributed Property. The Company will at all times set aside in escrow and keep
available for distribution to such holder upon exercise of this Warrant a portion of the
Distributed Property to satisfy the distribution to which such Holder is entitled pursuant to
the preceding sentence.


 


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(C) Upon the occurrence of each adjustment pursuant to this Section 4, the
Company at its expense will, at the written request of the Holder, promptly compute such
adjustment in accordance with the terms of this Warrant and prepare a certificate setting
forth such adjustment, including a statement of the adjusted Exercise Price and adjusted
number or type of Warrant Shares or other securities issuable upon exercise of this Warrant
(as applicable), describing the transactions giving rise to such adjustments and showing in
detail the facts upon which such adjustment is based. Upon written request, the Company will
promptly deliver a copy of each such certificate to the Holder and to the Company’s transfer
agent.




(D) No adjustment in the Exercise Price shall be required unless such adjustment would
require an increase or decrease of at least $0.0001; provided, however, that any adjustments
which by reason of this Section 4(D) are not required to be made shall be carried
forward and taken into account in any subsequent adjustment; provided, further, however, that
adjustments shall be required and made in accordance with the provisions of this Section
4 (other than this Section 4(D)) not later than such time as may be required in
order to preserve the tax-free nature of a distribution, if any, to the Holder of this Warrant
or the Warrant Shares issuable upon the exercise hereof. All calculations under this
Section 4 shall be made to the $0.0001 or to the nearest 1/1000th of a share, as the
case may be. Anything in this Section 4 to the contrary notwithstanding, the Company
shall be entitled to make such reductions in the Exercise Price, in addition to those required
by this Section 4, as it in its discretion shall deem to be advisable in order that
any stock dividend, subdivision of shares or distribution of rights to purchase stock or
securities convertible or exchangeable for stock hereafter made by the Company to its
stockholders shall not be taxable.



5. FRACTIONAL SHARES. No fractional shares shall be issued upon the exercise of this
Warrant as a consequence of any adjustment pursuant hereto. All Warrant Shares (including
fractions) issuable upon exercise of this Warrant may be aggregated for purposes of determining
whether the exercise would result in the issuance of any fractional share. If, after aggregation,
the exercise would result in the issuance of a fractional share, the number of Warrant Shares to be
issued will be rounded down to the nearest whole share.


 


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6. FUNDAMENTAL TRANSACTIONS. If any capital reorganization, reclassification of the
capital stock of the Company, consolidation or merger of the Company with another entity in which
the Company is not the surviving corporation, or sale, transfer or other disposition of all or
substantially all of the Company’s assets to another entity shall be effected (any such transaction
being hereinafter referred to as a “Fundamental Transaction”), then the Holder shall thereafter
have the right to purchase
and receive upon the basis and upon the terms and conditions herein specified and in lieu of
the Warrant Shares immediately theretofore issuable upon exercise of this Warrant, such shares of
stock, securities or assets as would have been issuable or payable with respect to or in exchange
for a number of Warrant Shares equal to the number of Warrant Shares immediately theretofore
issuable upon exercise of this Warrant, had such reorganization, reclassification, consolidation,
merger, sale, transfer or other disposition not taken place, and in any such case appropriate
provision shall be made with respect to the rights and interests of the Holder to the end that the
provisions hereof (including, without limitation, provision for adjustment of the Exercise Price)
shall thereafter be applicable, as nearly equivalent as may be practicable in relation to any share
of stock, securities or assets thereafter deliverable upon the exercise thereof. The Company shall
not effect any such consolidation, merger, sale, transfer or other disposition unless prior to or
simultaneously with the consummation thereof the successor entity (if other than the Company)
resulting from such consolidation or merger, or the entity purchasing or otherwise acquiring such
assets or other appropriate corporation or entity shall assume the obligation to deliver to the
Holder, at the last address of the Holder appearing on the books of the Company, such shares of
stock, securities or assets as, in accordance with the foregoing provisions, the Holder may be
entitled to purchase, and the other obligations under this Warrant. Notice of any such
reorganization, reclassification, consolidation, merger, sale, transfer or other disposition and of
said provisions so proposed to be made, shall be mailed to the Holders of the Warrants not less
than twenty (20) days prior to such event. The provisions of this Section 6 shall similarly
apply to successive reorganizations, reclassifications, consolidations, mergers, sales, transfers
or other dispositions, each of which transactions shall also constitute a Fundamental Transaction.



7. NONCIRCUMVENTION. The Company hereby covenants and agrees that the Company will
not, by amendment of its Certificate of Incorporation, Bylaws or through any reorganization,
transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue or sale of
securities, or any other voluntary action, avoid or seek to avoid the observance or performance of
any of the terms of this Warrant, and will at all times in good faith carry out all the provisions
of this Warrant. Without limiting the generality of the foregoing, the Company (i) shall not
increase the par value of any shares of the Common Stock receivable upon the exercise of this
Warrant above the Exercise Price then in effect, (ii) shall take all such actions as may be
necessary or appropriate in order that the Company may validly and legally issue fully paid and
nonassessable shares of the Common Stock upon the exercise of this Warrant, and (iii) shall, so
long as this Warrant is outstanding, take all action necessary to reserve and keep available out of
its authorized and unissued shares of the Common Stock, solely for the purpose of effecting the
exercise of this Warrant, 100% of the Warrant Shares issuable upon exercise of this Warrant then
outstanding (without regard to any limitations on exercise).



8. NO STOCKHOLDER RIGHTS. Other than as provided in Section 3.2 or otherwise
herein, this Warrant in and of itself shall not entitle the Holder to any voting rights or other
rights as a stockholder of the Company.


 


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9. TRANSFER OF WARRANT. Subject to applicable laws, this Warrant and all rights
hereunder are transferable, by the Holder in person or by duly authorized attorney, upon delivery
of this Warrant and the form of assignment attached hereto as Exhibit B to any transferee
designated by Holder. The transferee shall sign an investment letter in form and substance
reasonably satisfactory to the Company and its counsel. Any purported transfer of all or any
portion of this Warrant in violation of the provisions of this Warrant shall be null and void.



10. LOST, STOLEN, MUTILATED OR DESTROYED WARRANT. If this Warrant is lost, stolen,
mutilated or destroyed, the Company may, on such terms as to indemnity or otherwise as it may
reasonably impose (which shall, in the case of a mutilated Warrant, include the surrender thereof),
issue a new Warrant of like denomination and tenor as this Warrant so lost, stolen, mutilated or
destroyed. Any such new Warrant shall constitute an original contractual obligation of the Company,
whether or not the allegedly lost, stolen, mutilated or destroyed Warrant shall be at any time
enforceable by anyone.



11. NOTICES, ETC. All notices required or permitted hereunder shall be in writing and
shall be deemed effectively given: (a) upon personal delivery to the party to be notified, (b) when
sent by confirmed facsimile to the facsimile number specified in writing by the recipient if sent
during normal business hours of the recipient on a Trading Day, if not, then on the next Trading
Day, (c) the next Trading Day after deposit with a nationally recognized overnight courier,
specifying next day delivery, with written verification of receipt. All communications shall be
sent to the Company at the address listed on the signature page hereto and to Holder at the
applicable address set forth on the applicable signature page to the Subscription Agreement or at
such other address as the Company or Holder may designate by ten (10) days advance written notice
to the other parties hereto.



12. ACCEPTANCE. Receipt of this Warrant by the Holder shall constitute acceptance of
and agreement to all of the terms and conditions contained herein.



13. GOVERNING LAW. This Warrant and all rights, obligations and liabilities hereunder
shall be governed by, and construed in accordance with, the internal laws of the State of New York,
without giving effect to the principles of conflicts of law that would require the application of
the laws of any other jurisdiction.


 


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14. AMENDMENT OR WAIVER. Any term of this Warrant may be amended or waived (either
generally or in a particular instance and either retroactively or prospectively) with the written
consent of the Company and the holders of Company Warrants representing at least two-thirds of the
number of shares of the Common Stock then subject to outstanding Company Warrants. Notwithstanding
the foregoing, (a) this Warrant may be amended and the observance of any term hereunder may be
waived without the written consent of the Holder only in a manner which applies to all Company
Warrants in the same fashion and (b) the number of Warrant Shares subject to this
Warrant and the Exercise Price of this Warrant may not be amended, and the right to exercise
this Warrant may not be waived, without the written consent of the Holder. The Company shall give
prompt written notice to the Holder of any amendment hereof or waiver hereunder that was effected
without the Holder’s written consent. No waivers of any term, condition or provision of this
Warrant, in any one or more instances, shall be deemed to be, or construed as, a further or
continuing waiver of any such term, condition or provision.



[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


 


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IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by its duly authorized
officer as of February 25, 2010.



	 	 	 	 	 	 	 
	 	 	AMICUS THERAPEUTICS, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	6 Cedar Brook Drive

Cranbury, NJ 08512	 	 





[Signature Page to Warrant]




 


 









 







Exhibit A




FORM OF NOTICE OF EXERCISE





			
	TO:	 	AMICUS THERAPEUTICS, INC.






Reference is made to that certain Warrant to Purchase Common Stock, dated March [•], 2010, No.
                     of a series of similar Warrants to Purchase Common Stock (the “Warrant”).
Capitalized terms used herein and not otherwise defined shall have the respective
meanings set forth in the Warrant.




(1) o The undersigned hereby elects to purchase                      shares of the common
stock, par value $.01 (the “Common Stock”), of AMICUS THERAPEUTICS, INC. (the “Company”)
pursuant to the terms of the Warrant, and tenders herewith payment of the Exercise Price
in full, together with all applicable transfer taxes, if any.




o The undersigned hereby elects to purchase                      shares of the Common Stock
pursuant to the terms of the net exercise provisions set forth in Section 2.1 of the
Warrant, and shall tender payment of all applicable transfer taxes, if any.




(2) Please issue the certificate for shares of the Common Stock in the name of:



 





Print or type name




 





Social Security or other Identifying Number




 





Street Address




 





City State Zip Code



 


 









 





(3) If such number of shares shall not be all the shares purchasable upon the exercise of the
Warrants evidenced by this Warrant, a new warrant certificate for the balance of such Warrants
remaining unexercised shall be registered in the name of and delivered to:



Please insert social security or other identifying number:                                         




 





(Please print name and address)




 





	 	 	 	 	 
	Dated:
	 	 	 	 
	 
	 	 	 	 
	(Date)

	 	

 

(Signature)
	 	 
	 
	 	 	 	 
	 

	 	 

(Print name)
	 	 






 


 









 





Exhibit B




FORM OF ASSIGNMENT




(To assign the foregoing Warrant, execute this form and supply required information. Do not
use this form to purchase shares.)



FOR VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby assigned
to



	 	 	 	 	 
	Name:
	 	 	 	 
	 

	 	 

(Please Print)
	 	 
	 
	 	 	 	 
	Address:
	 	 	 	 
	 

	 	 

(Please Print)
	 	 






Dated: ______, 201[_]




Holder’s Signature:                                         




Holder’s Address:                                         




NOTE: The signature to this Form of Assignment must correspond with the name as it appears on the
face of the Warrant, without alteration or enlargement or any change whatever. Officers of
corporations and those acting in a fiduciary or other representative capacity should file proper
evidence of authority to assign the foregoing Warrant.