EXHIBIT
10.68


 


VGX PHARMACEUTICALS, INC.


 


WARRANT PURCHASE AGREEMENT


 


THESE
SECURITIES OF VGX PHARMACEUTICALS, INC. (THE “COMPANY”) ARE SUBJECT TO
RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR
RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR
EXEMPTION THEREFROM.  THE BUYER SHOULD BE
AWARE THAT HE MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS
INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.


 


AN
INVESTMENT IN THESE SECURITIES IS SPECULATIVE AND INVOLVES A HIGH DEGREE OF
RISK.  THE BUYER MUST BE ABLE TO BEAR THE
ECONOMIC RISK OF HIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME AND BE ABLE TO
SUSTAIN A LOSS OF HIS ENTIRE INVESTMENT. 
THE BUYER WILL BE REQUIRED TO MAKE REPRESENTATIONS WITH RESPECT TO HIS
NET WORTH OR INCOME AND HIS AUTHORITY TO MAKE SUCH INVESTMENT AND TO REPRESENT,
AMONG OTHER THINGS, HE IS FAMILIAR WITH AND UNDERSTANDS THE TERMS OF THIS
OFFERING.


 


IN
MAKING AN INVESTMENT DECISION, THE BUYER MUST RELY ON HIS OWN EXAMINATION OF
THE COMPANY AND THE TERMS OF THIS OFFERING, INCLUDING THE MERITS AND THE RISKS
INVOLVED.  THESE SECURITIES HAVE NOT BEEN
RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY
AUTHORITY.  FURTHERMORE, THE FOREGOING
AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS
DOCUMENT.  ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.


 


THE
BUYER IS NOT TO CONSTRUE THE CONTENTS OF THIS AGREEMENT OR ANY PRIOR OR
SUBSEQUENT COMMUNICATIONS FROM THE COMPANY OR ANY OF ITS OFFICERS, EMPLOYEES OR
AGENTS AS INVESTMENT, LEGAL OR TAX ADVICE. 
THE BUYER SHOULD CONSULT HIS OWN COUNSEL, ACCOUNTANT AND OTHER PROFESSIONAL
ADVISORS AS TO INVESTMENT, LEGAL, TAX AND OTHER RELATED MATTERS CONCERNING THE
BUYER’S PROPOSED INVESTMENT.


 


THE COMPANY EXTENDS TO THE BUYER THE OPPORTUNITY, PRIOR TO THE
CONSUMMATION OF THE SALE OF THESE SECURITIES, TO ASK QUESTIONS OF, AND RECEIVE
ANSWERS FROM, REPRESENTATIVES OF THE COMPANY CONCERNING THESE SECURITIES AND
THE TERMS OF THIS OFFERING, AND TO OBTAIN ANY ADDITIONAL INFORMATION HE MAY CONSIDER
NECESSARY IN MAKING AN INFORMED INVESTMENT DECISION OR IN ORDER TO VERIFY THE
ACCURACY OF THE INFORMATION CONTAINED HEREIN, TO THE EXTENT THAT THE COMPANY
POSSESSES SUCH INFORMATION OR CAN ACQUIRE SUCH INFORMATION WITHOUT UNREASONABLE
EFFORT OR EXPENSE AND CAN MAKE SUCH INFORMATION AVAILABLE WITHOUT DIVULGING
INFORMATION DEEMED BY THE COMPANY, IN ITS ABSOLUTE DISCRETION, TO BE PROPRIETARY
AND CONFIDENTIAL.


 

















 


THIS
WARRANT PUCHASE AGREEMENT (the “Purchase Agreement”), dated
this [ENTER TODAY’S DATE],
is by and between [NAME OF BUYER], an
individual (the “Buyer”), and VGX
Pharmaceuticals, Inc., a Delaware corporation (the “Company”).


 


WHEREAS, the Buyer wishes to purchase from the Company
and the Company wishes to sell to the Buyer, upon the terms and subject to the
conditions of this Purchase Agreement, a warrant to purchase common stock of
the Company, and in connection with which the Company shall issue a warrant to
the Buyer to purchase [###,###]
shares of the Company’s common stock, par value $0.0001 per share (“Common
Stock”), having a purchase price of $[#.##]
per share in accordance with the terms, and subject to the conditions,


 


NOW THEREFORE, in consideration of the premises and
the mutual covenants contained herein and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties agree as follows:


 


1.             Sale
and Issuance of Note and Warrant 
Upon the terms and subject to the conditions of this Purchase Agreement,
the Buyer agrees to purchase from the Company, and the Company agrees to sell
and issue to the Buyer, a warrant to purchase common stock, in the form
attached hereto as Exhibit A
(the “Warrant”), to the Buyer to purchase, subject to the terms and conditions
of the Warrant, in whole or in part, up to that number of fully paid, validly
issued and nonassessable shares of Common Stock.


 


2.             Representations
and Warranties of the Company.  By
executing this Purchase Agreement, the Company makes the following
representations, declarations, warranties and covenants to the Buyer, with the
intent and understanding that the Buyer will rely thereon:


 


2.1           Organization
of the Company; Authorization.


 


2.1.1        Good
Standing.  The Company is a
corporation duly organized, validly existing and in good standing under the
laws of the State of Delaware and has all requisite corporate power and
authority to own and lease its property, to carry on its business as presently
conducted and as proposed to be conducted (as previously disclosed to the
Buyer) and to execute and deliver, and to perform all of its obligations under,
this Purchase Agreement, and Warrant (collectively, the “Company Documents”).


 


2.1.2        Enforceability.  The execution and delivery by the Company of
the Company Documents and the consummation of the transactions contemplated
thereby have been duly authorized by all requisite corporate action on the part
of the Company, and this Purchase Agreement has been duly executed and
delivered by the Company and constitutes the legal, valid and binding
obligation of the Company, enforceable in accordance with its terms, in each
case subject to bankruptcy, insolvency or similar laws relating to creditors
rights and general equitable principles.


 

















 


3.             Representations
and Warranties of the Buyer.  By
executing this Purchase Agreement, the Buyer makes the following
representations, declarations, warranties and covenants to the Company, with
the intent and understanding that the Company will rely thereon:


 


3.1           
Investment Representations.  The
Buyer has knowledge and experience in financial and business matters sufficient
to enable him to evaluate the merits and risks of an investment in the
Company.  The Buyer has assets sufficient
to enable him to bear the economic risk of the Buyer’s investment in the
Warrant and is an “accredited investor,” as defined in Rule 501 under the
Securities Act of 1933, as amended (the “Securities Act”).  The Buyer is acquiring the Warrant for his
own account, and not with a present view to, or for sale in connection with,
any distribution thereof.  The Buyer
understands that the Warrant and the Company’s securities issuable upon
conversion of the Warrant have not been registered under the Securities Act by
reason of their issuance in a transaction exempt from the registration
requirements of the Securities Act pursuant to the exemption provided in Section 4(2) thereof,
that the Warrant and the Company’s securities issuable upon conversion of the
Warrant thereof have not been registered under applicable state securities laws
by reason of their issuance in a transaction exempt from such registration
requirements, and that the Warrant and the Company’s securities issuable upon
conversion of the Warrant thereof may not be sold or otherwise disposed of
unless registered under the Securities Act and applicable state securities laws
(the Company being under no obligation to register such Warrant or securities
issuable on conversion of the Warrant thereof) or exempted from
registration.  The Buyer further
acknowledges that the Warrant and the Company’s securities issuable upon
conversion of the Warrant are subject to the restrictions on transfers set
forth in the Company Documents, and that each transferee of the Warrant or the
Company’s securities issuable upon conversion of the Warrant as a condition to
such transfer may be required to agree in writing to be bound by such
restrictions.


 


3.2           Buyer’s
Acknowledgment as to Information.


 


3.2.1        The
Buyer or representatives of the Buyer have received from the Company such
information (including exhibits to this Purchase Agreement and of such
documents referred to herein and therein as he or they have requested) with
respect to the Company as the Buyer has deemed necessary and relevant in
connection with the transactions contemplated by the Company Documents, and the
Buyer has had the opportunity, directly or through such representatives, to ask
questions of and receive answers from persons acting on behalf of the Company
necessary to verify the information so obtained.


 


4.             Legend.  Each certificate evidencing the Warrant and
the Company’s securities issuable upon conversion of the Warrant, and each
certificate evidencing the Warrant and the Company’s securities issuable upon
conversion of the Warrant held by subsequent transferees of any such
certificate, shall be stamped or otherwise imprinted with a legend in
substantially the following form:


 


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 


 


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THESE SECURITIES IS
SUBJECT TO CERTAIN CONDITIONS SPECIFIED IN THE WARRANT PURCHASE AGREEMENT DATED
AS OF  [ENTER TODAY’S
DATE], BETWEEN VGX PHARMACEUTICALS, INC. (THE “COMPANY”) AND
THE SIGNATORY THERETO.  NO TRANSFER OF
SUCH 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 THE 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.


 


5.             Miscellaneous.


 


5.1           Legal
Fees and Expenses.  Each party hereto
agrees to pay its own legal fees and expenses incurred in connection with the
transactions contemplated hereunder.


 


5.2           No
Waiver.  The failure of a party to
insist upon strict adherence to any term of this Purchase Agreement on any
occasion shall not be considered a waiver or deprive that party of the right
thereafter to insist upon strict adherence to that term or any other term of
this Purchase Agreement.  Any waiver of
any term of this Purchase Agreement must be in writing.


 


5.3           Entire
Agreement; Amendment.  This Purchase
Agreement and all Exhibits, Schedules and attachments hereto, along with the
other Company Documents, set forth the entire agreement of the parties with
respect to the subject matter hereof and supersede all prior agreements
relating thereto, written or oral.  This
Purchase Agreement may be amended or modified only by a written instrument
executed by the Company and the Buyer.


 


5.4           Parties
in Interest; Limitation on Assignment. 
This Purchase Agreement shall inure to the benefit of and be binding
upon the parties and their respective permitted successors and assigns; provided,
however, that this Purchase Agreement shall not be assigned or
assignable by either party without the prior written consent of the other
party.


 


5.5           Counterparts.  This Purchase Agreement may be executed in
any number of counterparts, each of which shall be considered an original, but
all of which together shall constitute one and the same instrument.


 


5.6           Governing
Law.  This Purchase Agreement shall
be governed by, construed, interpreted and enforced in accordance with the laws
of the Commonwealth of Pennsylvania as 


 


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applied to contracts entered into and performed
entirely within the Commonwealth of Pennsylvania among Pennsylvania residents
without regard to conflicts of laws principles.


 


5.7           Notices.  All notices, consents and other
communications under this Purchase Agreement shall be in writing and shall be
deemed to have been duly given when (a) delivered by hand, (b) sent
by telex or telecopier (with receipt confirmed), provided that a copy is mailed
by registered mail, return receipt requested, or (c) when received by the
addressee, if sent by Express Mail, Federal Express or other express delivery
service (receipt requested), in each case to the appropriate addresses, telex
numbers and telecopier numbers set forth below (or to such other addresses,
telex numbers and telecopier numbers as a party may designate as to itself by
notice to the other party):


 


5.7.1        If
to the Company:


 


VGX
Pharmaceuticals, Inc.


450 Sentry Parkway
E


Blue Bell, PA,
19422


Telecopier No. (267)440-4200


Attention:  Corporate Secretary


 


5.7.2        If
to the Buyer:


 


5.8           Severability.  In the event that any court having
jurisdiction shall determine that any provision contained in this Purchase
Agreement shall be unreasonable or unenforceable in any respect, then such
covenant or other provision shall be deemed limited to the extent that such
court deems it reasonable and enforceable, and as so limited shall remain in
full force and effect.  In the event that
such court shall deem any such covenant or other provision wholly
unenforceable, the remaining covenants and other provisions of this Purchase
Agreement shall nevertheless remain in full force and effect.


 


5.9           Headings
and Captions.  The headings and
captions used herein to identify sections and subsections are for convenience
only and shall not be used for interpretation of any provisions herein.


 


5.10         Specific
Performance.  In addition to and not
in limitation of any other legal or equitable remedies which it may have, the
Company may enforce its rights hereunder by an action for specific performance.


 


5.11         Indemnity.  The representations, warranties and
agreements made by the Buyer herein shall survive the execution of this
Purchase Agreement.  The Buyer hereby
agrees to indemnify and hold harmless the Company from and against any and all
loss, liability, claim, damage and expense (including, without limitation,
attorneys’ fees and disbursements) suffered or incurred as a result of a
misrepresentation or breach of any warranty or agreement made by the Buyer in
this Purchase Agreement.


 


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[Signature Page Follows]


 


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IN
WITNESS WHEREOF, each of the parties has caused this Purchase
Agreement to be executed on its behalf with the intent to be legally bound as
of the day and year first above written.


 


	
   

  	
  VGX PHARMACEUTICALS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  J. Joseph Kim, Ph.D.

  
	
   

  	
   

  	
  President and Chief
  Executive Officer

  
	
   

  	
   

  
	
   

  	
  BUYER:

  



 


 


	
   

  	
   

  
	
   

  	
  NAME OF
  BUYER

  
	
   

  	
   

  
	
   

  	
  Address:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  



 

















 


EXHIBIT A


 


FORM OF WARRANT


 


(see attached)