Exhibit 10.67


 


THE SECURITIES REPRESENTED HEREBY
HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE
STATE SECURITIES LAWS.  ADDITIONALLY, THE
TRANSFER OF THESE SECURITIES IS SUBJECT TO CERTAIN CONDITIONS SPECIFIED IN THIS
AGREEMENT DATED AS OF [TODAY’S
DATE] BETWEEN VGX PHARMACEUTICALS, INC. (THE “COMPANY”) AND THE
SIGNATORY THERETO.  NO TRANSFER OF THESE
SECURITIES SHALL BE VALID OR EFFECTIVE UNTIL SUCH CONDITIONS HAVE BEEN
FULFILLED.  COPIES OF SUCH AGREEMENT MAY BE
OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS
CERTIFICATE TO THE SECRETARY OF THE COMPANY. 
NEITHER THESE SECURITIES NOR ANY INTEREST THEREIN MAY BE SOLD,
TRANSFERRED, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS: (1) A
REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES
ACT AND ANY APPLICABLE STATE SECURITIES LAWS; OR (2) THE COMPANY RECEIVES
AN OPINION OF COUNSEL, WHICH OPINION IS SATISFACTORY TO THE COMPANY, THAT
REGISTRATION UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS IS NOT
REQUIRED.


 


WARRANT
TO PURCHASE COMMON STOCK


 


OF


 


VGX
PHARMACEUTICALS, INC.


 


No. VGXW-[NUMBER]                                                                                                      [TODAY’S DATE]


 


Void After [EXPIRATION DATE]


 


VGX
PHARMACEUTICALS, INC., a Delaware corporation (the “Company”), hereby certifies
that, FOR VALUE RECEIVED, [GRANTEE] (the “Holder”),
or any registered assign of the Holder, is entitled to purchase from the
Company, subject to the provisions of this Warrant, and from time to time
within the Exercise Period (as such term is defined below), in whole or in
part, up to that number of fully paid, validly issued and nonassessable shares
of common stock, par value $0.0001 per share (“Common Stock”), of the Company,
as is equal to the [NUMMBER
OF SHARES] (###,###)
shares.  The actual number of shares of
Common Stock to be issued to the Holder upon the exercise of this Warrant and
the price to be paid for each share of Common Stock may be adjusted from time
to time as hereinafter set forth.  The
shares of Common Stock deliverable upon such exercise, and as adjusted from
time to time, are hereinafter referred to as “Warrant Shares.”  The exercise price at which this Warrant may
be exercised shall be [GRANT
PRICE] ($ #.##)
price per share.


 

















 


1.             EXERCISE
OF WARRANT.


 


(a)           This
Warrant may only be exercised, in whole or in part, at any time or from time to
time on or after the closing of the Equity Financing and until 5:00 p.m.
(Eastern Standard Time) on [EXPIRATION DATE] (the “Exercise Period”); provided, however,
that if such day is a day on which banking institutions in the State of New
York are authorized by law to close, then on the next succeeding day which
shall not be such a day.  This Warrant
may be exercised by presentation and surrender hereof to the Company at its
principal office, or at the office of its stock transfer agent, if any, with
the Purchase Form attached hereto as Exhibit A,
duly executed and accompanied by payment of the purchase price which shall
equal the product of the Exercise Price and the number of Warrant Shares
specified on such Purchase Form (the “Purchase Price”).  The Holder shall pay the Purchase Price for
the exercised Warrant Shares by: (i) delivering a certified check, bank
draft or wire transfer of immediately available funds to the order of the
Company; or (ii) a Cashless Exercise (as such term is defined below)
whereby a certain number of Warrant Shares, to be determined in the manner set
forth in Subsection 1(b) hereto, are retained by the Company as payment of
the Purchase Price.  As soon as
practicable after such exercise of the Warrant, but not later than seven days
from the date of such exercise, the Company shall issue and deliver to the
Holder a certificate or certificates for the Warrant Shares issuable upon such
exercise, registered in the name of the Holder or his designee.  If this Warrant should be exercised in part
only, the Company shall, upon surrender of this Warrant for cancellation,
execute and deliver a new Warrant evidencing the rights of the Holder thereof
to purchase the balance of the Warrant Shares purchasable thereunder.  Upon receipt by the Company of this Warrant
at its principal office, or by the stock transfer agent of the Company at its
office, if any, in proper form for exercise, the Holder shall be deemed to be
the holder of record of the shares of Common Stock issuable upon such exercise,
notwithstanding that the stock transfer books of the Company shall then be
closed or that certificates representing such shares of Common Stock shall not
then be physically delivered to the Holder.


 


(b)           At
any time during the Exercise Period, the Holder may, at his option, convert
this Warrant, in whole or in part, into the number of Warrant Shares determined
in accordance with this Subsection 1(b) (a “Cashless Exercise”), by
surrendering this Warrant at the principal office of the Company, or at the
office of its stock transfer agent, if any, accompanied by a notice stating
such Holder’s intent to effect such Cashless Exercise, the number of Warrant
Shares to be exchanged and the date on which the Holder requests that such
Cashless Exercise occur (the “Notice of Cashless Exchange”).  The Cashless Exercise shall take place on the
date specified in the Notice of Cashless Exchange or, if later, the date the
Notice of Cashless Exchange is received by the Company (the “Exchange Date”).  Certificates for the shares of Common Stock
issuable upon such Cashless Exercise and, if applicable, a new warrant of like
tenor evidencing the balance of the shares of Common Stock remaining subject to
this Warrant, shall be issued as of the Exchange Date and delivered to the
Holder within seven days following the Exchange Date.  In the event of a Cashless Exercise, the
Holder shall receive that number of Warrant Shares (rounded to the next highest
integer) equal to (i) the number of Warrant Shares specified by the Holder
in his Notice of Cashless Exchange (the “Total Number”) less (ii) the
number of Warrant Shares (the “Remaining Warrant Shares”) equal to the quotient
obtained by dividing (A) the product of the Total Number and the existing
Exercise Price by (B) the Fair Market Value.  The 


 


2

















 


Remaining Warrant Shares shall be retained by the Company
as payment in full by the Holder of the Purchase Price.  “Fair Market Value” shall mean: (1) if
the Common Stock is listed on a National Securities Exchange or admitted to
unlisted trading privileges on such exchange or listed for trading on the Nasdaq
National Market, the average of the last reported sale prices of the Common
Stock on such exchange or system for the 20 business days ending on the last
business day prior to the date for which the determination is being made; (2) if
the Common Stock is not so listed or admitted to unlisted trading privileges,
the average of the means of the last reported bid and asked prices reported by
the National Quotation Bureau, Inc., for the 20 business days ending on
the last business day prior to the date for which the determination is being
made; or (3) if the Common Stock is not so listed or admitted to unlisted
trading privileges and bid and asked prices are not so reported, an amount, not
less than book value thereof as at the end of the most recent fiscal year of
the Company ending prior to the Exchange Date, determined in such reasonable
manner as may be prescribed by the Board of Directors of the Company.


 


2.             RESERVATION
OF SHARES.  The Company shall at all
times reserve for issuance and/or delivery upon exercise of this Warrant such
number of shares of its Common Stock as shall be required for issuance and
delivery upon exercise of this Warrant.


 


3.             FRACTIONAL
SHARES.  No fractional shares or
script representing fractional shares shall be issued upon the exercise of this
Warrant.  With respect to any fraction of
a share of Common Stock called for upon any exercise hereof, the Company shall
pay to the Holder an amount in cash equal to such fraction multiplied by the Fair
Market Value of a share of Common Stock.


 


4.             EXCHANGE,
TRANSFER, ASSIGNMENT OR LOSS OF WARRANT.


 


(a)           This
Warrant is exchangeable, without expense, at the option of the Holder, upon
presentation and surrender hereof to the Company, or at the office of its stock
transfer agent, if any, for other warrants of different denominations entitling
the holder thereof to purchase in the aggregate the same number of shares of
Common Stock purchasable hereunder. 
Subject to the restrictions set forth in Subsection 4(b) below, and
provided the conditions specified in the legend set forth at the front of this
Warrant shall have been satisfied, upon surrender of this Warrant to the
Company at its principal office, or at the office of its stock transfer agent,
if any, with the Assignment Form attached hereto as Exhibit B,
duly executed and funds sufficient to pay any transfer tax, the Company shall,
without charge, execute and deliver a new Warrant in the name of the assignee
named in such Assignment Form and this Warrant shall promptly be
canceled.  This Warrant may be divided or
combined with other warrants which carry the same rights upon presentation
hereof at the principal office of the Company, or at the office of its stock
transfer agent, if any, together with a written notice specifying the names and
denominations in which new Warrants are to be issued and signed by the Holder
hereof.  The term “Warrant” as used
herein includes any Warrants into which this Warrant may be divided or
exchanged.  Upon receipt by the Company
of evidence satisfactory to the Company of the loss, theft, destruction or
mutilation of this Warrant, and (in the case of loss, theft or destruction) of
reasonably satisfactory indemnification, and upon surrender and cancellation of
this Warrant, if mutilated, the Company will execute and deliver a new Warrant
of like tenor and date.  Any such new
Warrant executed and delivered shall constitute an additional contractual
obligation on the part 


 


3

















 


of the Company, whether or not this Warrant so lost,
stolen, destroyed or mutilated shall be at any time enforceable by anyone.


 


(b)           This
Warrant and the shares of Common Stock issuable upon exercise hereof have not
been registered under the Securities Act of 1933, as amended, or state
securities laws by reason of an exemption therefrom.  The shares of Common Stock issuable upon
exercise of this Warrant are not transferable except as provided in this
Agreement.  Upon the written consent of
the Company, and subject to applicable laws and the restriction on transfer set
forth on this Warrant, 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 to any transferee designated
by Holder.  The transferee shall sign an
investment letter in form and substance satisfactory to the Company.  Shares of Common Stock issuable upon exercise
of this Warrant will bear an appropriate legend to this effect.  The restrictions contained herein shall be
binding on any transferee of the Common Stock issuable upon exercise of this
Warrant and the Company may require any such transferee to execute an
instrument agreeing in writing to be bound by these restrictions as a condition
to transfer.


 


5.             RIGHTS
OF THE HOLDER.  The Holder shall not
be entitled to vote or receive dividends or be deemed the holder of Common
Stock or any other securities of the Company that 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, 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, or change of
stock to no 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 as provided herein.  The rights of the Holder are limited to those
expressed in this Warrant and are not enforceable against the Company except to
the extent set forth herein.


 


6.             ADJUSTMENT
PROVISIONS.  The Exercise Price in
effect at any time and the number and kind of securities purchasable upon the
exercise of the Warrant shall be subject to adjustment from time to time upon
the happening of certain events as follows:


 


(a)           In
case the Company shall (i) declare a dividend or make a distribution on
its outstanding shares of Common Stock in shares of Common Stock, (ii) subdivide
or reclassify its outstanding shares of Common Stock into a greater number of
shares or (iii) combine or reclassify its outstanding shares of Common
Stock into a smaller number of shares, the Exercise Price in effect at the time
of the record date for such dividend or distribution or of the effective date
of such subdivision, combination or reclassification shall be adjusted so that
the Exercise Price equals the price determined by multiplying the Exercise
Price by a fraction, the denominator of which shall be the number of shares of
Common Stock outstanding after giving effect to such action, and the numerator
of which shall be the number of shares of Common Stock outstanding immediately
prior to such action.  Such adjustment
shall be made successively whenever any event listed above shall occur.


 


4

















 


(b)           Whenever
the Exercise Price payable upon exercise of each Warrant is adjusted pursuant
to Subsection 6(a) above, the number of Shares purchasable upon exercise
of this Warrant shall simultaneously be adjusted by multiplying the number of
Shares initially issuable upon exercise of this Warrant by the Exercise Price
in effect on the date hereof and dividing the product so obtained by the
Exercise Price, as adjusted.


 


(c)           No
adjustment in the Exercise Price shall be required unless such adjustment would
require an increase or decrease of at least 5% in such price; provided,
however, that any adjustments which by reason of this Subsection 6(c) are
not required to be made shall be carried forward and taken into account in any
subsequent adjustment required to be made hereunder.  All calculations under this Section 6
shall be made to the nearest cent or to the nearest one-hundredth of a share,
as the case may be.  Anything in this Section 6
to the contrary notwithstanding, the Company shall be entitled, but shall not
be required, to make such changes in the Exercise Price, in addition to those
required by this Section 6, as it shall determine, in its sole discretion,
to be advisable in order that any dividend or distribution in shares of Common
Stock, or any subdivision, reclassification or combination of Common Stock,
hereafter made by the Company shall not result in any Federal Income tax
liability to the holders of Common Stock or securities convertible into Common
Stock (including Warrants).


 


(d)           Whenever
the Exercise Price is adjusted, as herein provided, the Company shall promptly
but no later than 10 days after any request for such an adjustment by the
Holder, cause a notice setting forth the adjusted Exercise Price and adjusted
number of Shares issuable upon exercise of each Warrant, and, if requested,
information describing the transactions giving rise to such adjustments, to be
mailed to the Holders at their last addresses appearing in the Warrant
Register, and shall cause a certified copy thereof to be mailed to its transfer
agent, if any.  The Company may retain a
firm of independent certified public accountants selected by the Board of
Directors (who may be the regular accountants employed by the Company) to make
any computation required by this Section 6, and a certificate signed by
such firm shall be conclusive evidence of the correctness of such adjustment.


 


(e)           In
the event that at any time, as a result of an adjustment made pursuant to
Subsection 6(a) above, the Holder of this Warrant thereafter shall become
entitled to receive any shares of the Company, other than Common Stock,
thereafter the number of such other shares so receivable upon exercise of this
Warrant shall be subject to adjustment from time to time in a manner and on
terms as nearly equivalent as practicable to the provisions with respect to the
Common Stock contained in Subsection 6(a) through Subsection 6(d),
inclusive above.


 


7.             OFFICER’S
CERTIFICATE.  Whenever the Exercise
Price shall be adjusted as required by the provisions of the foregoing Section,
the Company shall forthwith file in the custody of its Secretary or an
Assistant Secretary at its principal office and with its stock transfer agent,
if any, an officer’s certificate showing the adjusted Exercise Price determined
as herein provided, setting forth in reasonable detail the facts requiring such
adjustment, including a statement of the number of additional shares of Common
Stock, if any, and such other facts as shall be necessary to show the reason
for and the manner of computing such adjustment.  Each such officer’s certificate shall be made
available at all reasonable times for inspection by the holder or any holder of
a Warrant executed and delivered pursuant to Section 1 and the Company
shall, 


 


5

















 


forthwith after each such adjustment, mail a copy by
certified mail of such certificate to the Holder or any such holder.


 


8.             NOTICES
TO WARRANT HOLDERS.  So long as this
Warrant shall be outstanding, (a) if the Company shall pay any dividend or
make any distribution upon the Common Stock or (b) if the Company shall
offer to the holders of Common Stock for subscription or purchase by them any
share of any class or any other rights or (c) if any capital
reorganization of the Company, reclassification of the capital stock of the
Company, consolidation or merger of the Company with or into another
corporation, sale, lease or transfer of all or substantially all of the
property and assets of the Company to another corporation, or voluntary or
involuntary dissolution, liquidation or winding up of the Company shall be
effected, then in any such case, the Company shall cause to be mailed by
certified mail to the Holder, at least 15 days prior to the date specified in (i) or
(ii) below, as the case may be, a notice containing a brief description of
the proposed action and stating the date on which (i) a record is to be
taken for the purpose of such dividend, distribution or rights, or (ii) such
reclassification, reorganization, consolidation, merger, conveyance, lease,
dissolution, liquidation or winding up is to take place and the date, if any is
to be fixed, as of which the holders of Common Stock or other securities shall
receive cash or other property deliverable upon such reclassification,
reorganization, consolidation, merger, conveyance, dissolution, liquidation or
winding up.


 


9.             RECLASSIFICATION,
REORGANIZATION OR MERGER.  In case of
any reclassification, capital reorganization or other change of outstanding
shares of Common Stock of the Company, or in case of any consolidation or
merger of the Company with or into another corporation (other than a merger
with a subsidiary in which merger the Company is the continuing corporation and
which does not result in any reclassification, capital reorganization or other
change of outstanding shares of Common Stock of the class issuable upon
exercise of this Warrant) or in case of any sale, lease or conveyance to
another corporation of the property of the Company as an entirety, the Company
shall, as a condition precedent to such transaction, cause effective provisions
to be made so that the Holder shall have the right thereafter by exercising
this Warrant at any time prior to the expiration of the Warrant, to purchase
the kind and amount of shares of stock and other securities and property
receivable upon such reclassification, capital reorganization and other change,
consolidation, merger, sale or conveyance by a holder of the number of shares
of Common Stock which might have been purchased upon exercise of this Warrant
immediately prior to such reclassification, change, consolidation, merger, sale
or conveyance.  Any such provision shall
include provision for adjustments which shall be as nearly equivalent as may be
practicable to the adjustments provided for in this Warrant.  The foregoing provisions of this Section 9
shall similarly apply to successive reclassifications, capital reorganizations
and changes of shares of Common Stock and to successive consolidations,
mergers, sales or conveyances.  In the
event that in connection with any such capital reorganization or
reclassification, consolidation, merger, sale or conveyance, additional shares
of Common Stock shall be issued in exchange, conversion, substitution or
payment, in whole or in part, for a security of the Company other than Common
Stock, any such issue shall be treated as an issue of Common Stock covered by
the provisions of Subsection 6(a) hereof


 


[Signature
page follows.]


 


6

















 


IN WITNESS WHEREOF, the Company has duly caused this Warrant to be
signed and attested by its duly authorized officers and as of the date as set
forth below.


 


	
   

  	
  VGX PHARMACEUTICALS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  J. Joseph Kim, Ph.D.

  
	
   

  	
   

  	
  President and Chief
  Executive Officer

  



 


	
  ISSUED:

  	
  [TODAY’S DATE]

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  [Corporate Seal]

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Attest:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Secretary

  	
   

  	
   

  
					



 

















 


EXHIBIT A


 


PURCHASE
FORM


 


                           ,
200[   ]


 


o      The undersigned hereby irrevocably elects
to exercise its rights pursuant to this Warrant to the extent of purchasing                  
shares of Common Stock of VGX Pharmaceuticals, Inc., and hereby makes
payment of $                           ,
in cash or in satisfaction of indebtedness, in payment of the exercise price
thereof.


 


o      The undersigned hereby irrevocably elects
to exercise its rights pursuant to this Warrant to the extent of purchasing           
shares of Common Stock and hereby authorizes you to deliver such shares of
Common Stock for sale to                       ,
and to retain from the proceeds of such sale $                         ,
in cash, in payment of the exercise price thereof and to remit to the
undersigned the balance of such proceeds.


 


 


________________________________


 


 


INSTRUCTIONS
FOR REGISTRATION OF STOCK


 


Name:________________________________________________________________________


  (Please typewrite or print in block letters)


 


Address:______________________________________________________________________


 


Signature:_____________________________________________________________________


 


Telephone
Number:_____________________________________________________________


 


Facsimile
Number:______________________________________________________________


 

















 


EXHIBIT B


 


ASSIGNMENT
FORM


 


 


FOR
VALUE RECEIVED,                                                                  
hereby sells, assigns and transfers unto:


 


Name:     ______________________________________________________________


  (Please typewrite or print in block letters)


 


Address:_____________________________________________________________


 


the
right to purchase Common Stock of VGX Pharmaceuticals, Inc. (the “Company”),
represented by this Warrant to the extent of               
shares as to which such right is exercisable and does hereby irrevocably
constitute and appoint                                 
as Attorney, to transfer the same on the books of the Company with full power
of substitution in the premises.


 


Date:
                          ,
200[    ]


 


Signature:
______________________________