Unassociated Document


    THIS
WARRANT AND THE SHARES OF CAPITAL STOCK ISSUED UPON ANY EXERCISE HEREOF HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR
ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD OR OTHERWISE
TRANSFERRED BY ANY PERSON, INCLUDING A PLEDGEE, UNLESS (1) EITHER (A) A
REGISTRATION STATEMENT WITH RESPECT TO THERETO SHALL BE EFFECTIVE UNDER THE
SECURITIES ACT, OR (B) THE COMPANY SHALL HAVE RECEIVED AN OPINION OF COUNSEL
SATISFACTORY TO THE COMPANY THAT AN EXEMPTION FROM REGISTRATION UNDER THE
SECURITIES ACT IS AVAILABLE, AND (2) THERE SHALL HAVE BEEN COMPLIANCE WITH ALL
APPLICABLE STATE SECURITIES OR “BLUE SKY” LAWS.

    
       

      
        
          
            
              	
                       

                    	
                      [Date]

                    


            

          

        

         

        FORM
OF WARRANT TO PURCHASE COMMON STOCK

      

    

    


    OF

    


    INTELLECT
NEUROSCIENCES, INC.

    (A
DELAWARE CORPORATION)

    


    INTELLECT NEUROSCIENCES, INC.,
a Delaware corporation (the “Company”), for value
received, hereby certifies that NAME (the “Holder”), is
entitled, subject to the terms set forth below, to purchase from the Company, at
any time or from time to time at or before the earlier of 5:00 p.m. New York
City time on [insert 5 years
from issue date] (the “Expiration Date”) and
the termination of this Warrant as provided in Section 8 hereof, up to [XXX] shares of Common Stock,
par value $0.001 per share, of the Company (the “Common Stock”), at a
purchase price (the “Exercise Price”)
equal to $1.75 per share, as adjusted upon the occurrence of certain events as
set forth in Section 3 of this Warrant.  The shares of stock issuable
upon exercise of this Warrant are hereinafter referred to as the “Warrant
Stock”.

    


    1.           
Exercise.

    


    1.1           Manner of Exercise: Payment
in Cash. This Warrant may be exercised by the Holder, in whole or in
part, by surrendering this Warrant, with the purchase form appended hereto as
Exhibit A duly
executed by the Holder, at the principal office of the Company, or at such other
place as the Company may designate, accompanied by payment in full of the
Exercise Price payable in respect of the number of shares of Warrant Stock
purchased upon such exercise. Payment of the Exercise Price shall be in cash or
by certified or official bank check payable to the order of the
Company.

    


    1.2           Effectiveness. Each
exercise of this Warrant shall be deemed to have been effected immediately prior
to the close of business on the day on which this Warrant shall have been
surrendered to the Company as provided in Section 1.1 above. At such time, the
person or persons in whose name or names any certificates for Warrant Stock
shall be issuable upon such exercise as provided in Section 1.5 below shall be deemed
to have become the holder or holders of record of the Warrant Stock represented
by such certificates.

    


    
      
         

      

      
        1

        
          

        

      

      
         

      

       

    

    1.3.           Delivery of
Certificates. As soon as practicable after the exercise of this Warrant
in full or in part, and in any event within ten (10) business days thereafter,
the Company at its sole expense will cause to be issued in the name of, and
delivered to, the Holder, or, subject to the terms and conditions hereof, such
person as such Holder (upon payment by such Holder of any applicable transfer
taxes) may direct:

    


    (a)           A
certificate or certificates for the number of full shares of Warrant Stock to
which such Holder shall be entitled upon such exercise plus, in lieu of any
fractional share to which such Holder would otherwise be entitled, cash in an
amount determined pursuant to Section 2 hereof, and

    


    (b)           In
case such exercise is in part only, a new warrant or warrants (dated the date
hereof) of like tenor, calling in the aggregate on the face or faces thereof for
the number of shares of Warrant Stock (without giving effect to any adjustment
therein) equal to the number of such shares called for on the face of this
Warrant minus the number of such shares purchased by the Holder upon such
exercise as provided in Section 1.1 above.

    


    
      2.    Fractional Shares.
The Company shall not be required upon the exercise of this Warrant to issue any
fractional shares. As to any fraction of a share which the Holder would
otherwise be entitled to purchase upon such exercise, the Company shall pay a
cash adjustment in respect of such final fraction in an amount equal to such
fraction multiplied by the Exercise Price.

    

    


    3.    Certain
Adjustments.

    


    3.1           Changes in Common
Stock. If the Company shall (i) combine the outstanding shares of Common
Stock into a lesser number of shares, (ii) subdivide the outstanding shares of
Common Stock into a greater number of shares, or (iii) issue additional shares
of Common Stock as a dividend or other distribution with respect to the Common
Stock, the number of shares of Warrant Stock shall be equal to the number of
shares which the Holder would have been entitled to receive after the happening
of any of the events described above if such shares had been issued immediately
prior to the happening of such event, such adjustment to become effective
concurrently with the effectiveness of such event. The Exercise Price in effect
immediately prior to any such combination of Common Stock shall, upon the
effectiveness of such combination, be proportionately increased. The Exercise
Price in effect immediately prior to any such subdivision of Common Stock or at
the record date of such dividend shall upon the effectiveness of such
subdivision or immediately after the record date of such dividend be
proportionately reduced.

    


    3.2           Reorganizations and
Reclassifications. If there shall occur any capital reorganization or
reclassification of the Common Stock (other than a change in par value or a
subdivision or combination as provided for in Section 3.1), then, as part of any
such reorganization or reclassification, lawful provision shall be made so that
the Holder shall have the right thereafter to receive upon the exercise hereof
the kind and amount of shares of stock or other securities or property which
such Holder would have been entitled to receive if, immediately prior to any
such reorganization or reclassification, such Holder had held the number of
shares of Common Stock which were then purchasable upon the exercise of this
Warrant. In any such case, appropriate adjustment (as reasonably determined by
the Board of Directors of the Company) shall be made in the application of the
provisions set forth herein with respect to the rights and interests thereafter
of the Holder such that the provisions set forth in this Section 3 (including
provisions with respect to adjustment of the Exercise Price) shall thereafter be
applicable, as nearly as is reasonably practicable, in relation to any shares of
stock or other securities or property thereafter deliverable upon the exercise
of this Warrant.

    


    
      
         

      

      
        2

        
          

        

      

      
         

      

       

    

    3.3           Merger, Consolidation or
Sale of Assets. If there
shall be a merger or consolidation of the Company with or into another
corporation (other than a merger or reorganization involving only a change in
the state of incorporation of the Company or the acquisition by the Company of
other businesses where the Company survives as a going concern), or the sale of
all or substantially all of the Company’s capital stock or assets to any other
person, then as a part of such transaction, provision shall be made so that the
Holder shall thereafter be entitled to receive the number of shares of stock or
other securities or property of the Company, or of the successor corporation
resulting from the merger, consolidation or sale (and at a total purchase price
not to exceed that payable upon the exercise in full of this Warrant), to which
the Holder would have been entitled if the Holder had exercised its rights
pursuant to the Warrant immediately prior thereto. In any such case, appropriate
adjustment shall be made in the application of the provisions of this Section 3
to the end that the provisions of this Section 3 shall be applicable after that
event in as nearly equivalent a manner as may be practicable.

    


    3.4           Certain Anti-Dilution
Adjustments. If during the times set forth below while any portion of
this Warrant remains outstanding, the Company shall issue shares of Common Stock
(or rights, warrants, or other securities convertible into or exchangeable for
shares of Common Stock), other than issuances covered by Sections 3.1, 3.2 or
3.3 above, at a price per share (or having an exercise, conversion, or exchange
price per share) less than the Exercise Price in effect as of the date of
issuance of such shares or of such rights, warrants, or other convertible or
exchangeable securities, then, and in each such case, the Exercise Price shall
be reduced (i) until the completion by the Company of financings providing
cumulative gross proceeds of at least $10,000,000, involving the issuance of
shares of Common Stock or securities convertible into or exchangeable or
exercisable for shares of Common Stock, to a price equal to the issuance,
conversion, exchange or exercise price, as applicable, of any such securities so
issued and (ii) thereafter to a price determined by dividing (a) an amount equal
to the sum of (A) the number of shares of Common Stock outstanding and shares of
Common Stock issuable upon conversion or exchange of securities of the Company
outstanding immediately prior to such issue or sale multiplied by the then
existing Exercise Price and (B) the consideration, if any, received by the
Corporation upon such issue or sale by (b) the total number of shares of Common
Stock outstanding and shares of Common Stock issuable upon conversion or
exchange of securities of the Company outstanding immediately after such issue
or sale. Notwithstanding anything to the contrary in clause (i) of this Section,
the dilution protection afforded therein shall continue until the cumulative
gross proceeds of such next financing(s) reach at least $10,000,000 and shall
extend to the full amount of the gross proceeds from any integrated offering
wherein this threshold is achieved.  Notwithstanding anything contrary
in this Section, there shall be no reduction to the Exercise Price pursuant to
this Section with respect to (i) the issuance or sale of options to purchase
shares of Common Stock to employees, consultants and directors, (ii) the
issuance of securities pursuant to the conversion or exercise of convertible or
exercisable securities as of the date of this Warrant, (as adjusted for
recapitalizations, stock splits, and the like) which are currently outstanding
as of the date of this Warrant or (iii) the issuance of securities as
consideration for a bona fide business acquisition of or by the Company, whether
by merger, consolidation, sale of assets, sale or exchange of stock or
otherwise, which involves a third party which is not affiliated with the Company
or its current stockholders or in a strategic alliance, collaboration or similar
transaction.

    


    
      
         

      

      
        3

        
          

        

      

      
         

      

       

    

    3.5           No Impairment. The
Company will not, by amendment of its Certificate of Incorporation or any other
organizational or shareholder rights documents of the Company, or through any
reorganization, recapitalization, transfer of assets, consolidation, merger,
dissolution, issue or sale of securities or any other voluntary action, seek to
avoid the observance or performance of any of the terms to be observed or
performed hereunder by the Company, but will at all times in good faith assist
in the carrying out of all the provisions of this Section 3 and in the taking of
all such action as may be necessary or appropriate in order to protect the
rights of the holder of this Warrant against impairment.

    


    3.6           Certificate of
Adjustment. When any adjustment is required to be made in the Exercise
Price, the Company shall promptly mail to the Holder a certificate setting forth
the Exercise Price after such adjustment and setting forth a brief statement of
the facts requiring such adjustment. Delivery of such certificate shall be
deemed to be a final and binding determination with respect to such adjustment
unless challenged by the Holder by delivery to the Company of a written notice
of challenge within ten (10) days of receipt thereof. Such certificate shall
also set forth the kind and amount of stock or other securities or property into
which this Warrant shall be exercisable following the occurrence of any of the
events specified in this Section 3.

    


    4.           Compliance with Securities
Act.

    


    4.1           Unregistered
Securities. The Holder acknowledges that this Warrant and the Warrant
Stock have not been registered under the Securities Act of 1933, as amended, and
the rules and regulations thereunder, or any successor legislation (the
“Securities Act”), and agrees not to sell, pledge, distribute, offer for sale,
transfer or otherwise dispose of this Warrant or any Warrant Stock in the
absence of (i) an effective registration statement under the Securities Act
covering this Warrant or such Warrant Stock and registration or qualification of
this Warrant or such Warrant Stock under any applicable “blue sky” or state
securities law then in effect, or (ii) an opinion of counsel, reasonably
satisfactory to the Company, that such registration and qualification are not
required. The Company may delay issuance of the Warrant Stock until completion
of any action or obtaining of any consent, which the Company reasonably deems
necessary under any applicable law (including without limitation state
securities or “blue sky” laws); provided, that the
Company will use reasonable best efforts to complete such action or obtain such
consent as soon as practicable.

    


    
      
         

      

      
        4

        
          

        

      

      
         

      

       

    

    4.2           Investment Letter.
Without limiting the generality of Section 4.1, unless the offer and sale of any
shares of Warrant Stock shall have been effectively registered under the
Securities Act, the Company shall be under no obligation to issue the Warrant
Stock unless and until the Holder shall have executed a customary investment
letter in form and substance reasonably satisfactory to the Company, including a
warranty at the time of such exercise that the Holder is an ‘accredited
investor” (as defined in Section 501 of the Securities Act) and is acquiring
such shares for its own account, for investment and not with a view to, or for
sale in connection with, the distribution of any such shares.

    


    4.3           Legend. Certificates
delivered to the Holder pursuant to Section 1.3 shall bear the following legend
or a legend in substantially similar form:

    


    “THE
SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN TAKEN FOR INVESTMENT AND THEY
MAY NOT BE SOLD OR OTHERWISE TRANSFERRED BY ANY PERSON, INCLUDING A PLEDGEE, IN
THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SHARES UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR AN OPINION OF
COUNSEL, SATISFACTORY TO THE COMPANY, THAT AN EXEMPTION FROM REGISTRATION IS
THEN AVAILABLE.”

     

    5.           Registration
Rights.

     

    5.1           Certain
Definitions.

    As used
in this Section 5, the
following terms shall have the following respective meanings:

    


    “Holder” shall mean
the record owner of Registrable Securities.

    


    The terms “Register” “Registered” and
“Registration”
refer to a registration effected by preparing and filing a registration
statement in compliance with the Securities Act (“Registration
Statement”), and the declaration or ordering of the effectiveness of such
Registration Statement.

    


    “Registrable
Securities” shall mean all Common Stock not previously sold to the public
and issued to the Holder pursuant to the exercise of this Warrant or Common
Stock issued with respect to such shares pursuant to stock splits, stock
dividends and similar distributions with respect to such shares, provided,
however, that shares of Common Stock which are Registrable Securities shall
cease to be Registrable Securities at such time, and for so long as, such shares
are eligible for sale without volume limitations pursuant to Rule 144 under the
Securities Act.

    


    
      
         

      

      
        5

        
          

        

      

      
         

      

       

    

    “Registration
Expenses” shall mean all expenses incurred by the Company in complying
with Section 5.2 of this Agreement,
including, without limitation, all federal and state registration, qualification
and filing fees, printing expenses, fees and disbursements of counsel for the
Company, blue sky fees and the expense of any special audits incident to or
required by any such registration, but shall not include Selling
Expenses.

    


    “Selling Expenses”
shall mean all underwriting discounts and selling commissions applicable to the
sale of Registrable Securities pursuant to this Agreement and all expenses of
any special counsel for the Holder.

    


    5.2           Piggyback
Registration.

    


    5.2.1           Notice of Piggyback
Registration and Inclusion of Registrable Securities. Subject to the
terms of this Agreement, in the event the Company decides to Register any of its
Common Stock for sale for cash (either for its own account or the account of a
security holder), other than pursuant to a Registration Statement which
exclusively relates to the Registration of securities under an employee stock
option, purchase, bonus or other benefit plan, then for so long as the Holder
holds Registrable Securities, the Company will: (1) promptly give the Holder
written notice thereof (which shall include a list of the jurisdictions in which
the Company intends to attempt to qualify such securities under the applicable
Blue Sky or other state securities laws) and (2) include in such Registration
(and any related qualification under Blue Sky laws or other compliance), and in
any underwriting involved therein, all the Registrable Securities specified in a
written request delivered to the Company by the Holder within 10 days after
delivery of such written notice from the Company. The right of the Holder to
have Registrable Securities included in any Registration Statement shall be
conditioned upon the provision by the Holder of any information reasonably
requested by the Company within ten (10) days of such request.

    


    
      5.2.2           Underwriting in Piggyback
Registration. If the Registration of which the Company gives notice is a
Registered public offering involving an underwriting, the Company shall so
advise the Holder as a part of the written notice given pursuant to Subsection
5.2.1. In such
event the right of the Holder to Registration shall be conditioned upon such
underwriting. The Holder shall, together with the Company, enter into an
underwriting agreement with the Underwriter’s Representative for such offering.
The Holder shall have no right to participate in the selection of the
underwriters for an offering pursuant to this Section.

    

    


    5.2.3           Withdrawal in Piggyback
Registration. If the Holder disapproves of the terms of any such
underwriting, it may elect to withdraw therefrom by written notice to the
Company and the underwriter delivered at least seven (7) days prior to the
effective date of the Registration Statement. Any Registrable Securities or
other securities excluded or withdrawn from such underwriting shall be withdrawn
from such Registration.

    


    
      
         

      

      
        6

        
          

        

      

      
         

      

       

    

    5.3           Obligations of the Company
and the Holder.

    


    5.3.1           Underwriting
Requirements. In connection with any offering involving an underwriting
of shares pursuant to Section 5.2, the Company shall not
be required to include any of the Holder’s Registrable Securities in such
underwriting unless they accept the terms of the underwriting as agreed upon
between the Company and the underwriters selected by it.

    


    5.3.2           Expenses of
Registration. All Registration Expenses incurred in connection with all
Registrations pursuant to Section 5.2 shall be borne by the
Company. Selling Expenses to be borne by the holders of the Registrable
Securities Registered shall be borne pro rata on the basis of the number of
Registrable Securities being Registered.

    


    5.4           Indemnification.

    


    5.4.1           Company’s Indemnification of
the Holder. The Company will indemnify the Holder, and each of its
directors, officers, stockholders, partners or other beneficial owners, and each
person controlling the Holder, with respect to which Registration, qualification
or compliance of Registrable Securities has been effected pursuant to this
Warrant, and each underwriter, if any, and each person who controls any
underwriter against all claims, losses, damages or liabilities, including
reasonable legal fees and expenses (or actions in respect thereof) to the extent
such claims, losses, damages or liabilities arise out of or are based upon any
untrue statement (or alleged untrue statement) of a material fact contained in
any prospectus or other document (including any related Registration Statement)
incident to any such Registration, qualification or compliance, or are based on
any omission (or alleged omission) to state therein a material fact required to
be stated therein or necessary to make the statements therein not misleading, or
any violation by the Company of any rule or regulation promulgated under the
Securities Act applicable to the Company and relating to action or inaction
required of the Company in connection with any such Registration, qualification
or compliance; and the Company will reimburse the Holder, each of its directors,
officers, stockholders, partners or other beneficial owners, each such
underwriter and each person who controls the Holder or underwriter for any legal
and any other expenses reasonably incurred in connection with investigating or
defending any such claim, loss, damage, liability or action; provided, however,
that the indemnity contained in this Section 5.4 shall not apply to amounts paid
in settlement of any such claim, loss, damage, liability or action if settlement
is effected without the prior written consent of the Company (which consent
shall not unreasonably be withheld); and provided further, that the Company will
not be liable in any such case to the extent that any such claim, loss, damage,
liability or expense arises out of or is based upon any untrue statement or
omission based upon written information furnished to the Company by the Holder,
underwriter or controlling person and stated to be for use in connection with
the offering of securities of the Company.

    


    
      
         

      

      
        7

        
          

        

      

      
         

      

       

    

    5.4.2           The Holder’s Indemnification
of Company. The Holder will, if Registrable Securities held by the Holder
are included in the securities as to which such Registration, qualification or
compliance is being effected pursuant to this Warrant, indemnify the Company,
each of its directors and officers, each legal counsel and independent
accountant of the Company, each underwriter, if any, of the Company’s securities
covered by such a Registration Statement, and each person who controls the
Company or such underwriter within the meaning of the Securities Act against all
claims, losses, damages or liabilities, including reasonable legal fees and
expenses (or actions in respect thereof), to the extent such claims, losses,
damages or liabilities arise out of or based upon any untrue statement (or
alleged untrue statement) of a material fact furnished in writing by the Holder
or on the Holder’s behalf expressly for use in any such Registration Statement,
prospectus, offering circular or other document, or any omission (or alleged
omission) to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, or any violation by the
Holder of any rule or regulation promulgated under the Securities Act applicable
to the Holder and relating to action or inaction required of the Holder in
connection with any such Registration, qualification or compliance; and will
reimburse the Company, such directors, officers, partners, persons, law and
accounting firms, underwriters or control persons for any legal and any other
expenses reasonably incurred in connection with investigating or defending any
such claim, loss, damage, liability or action, in each case to the extent, but
only to the extent, that such untrue statement (or alleged untrue statement) or
omission (or alleged omission) is made in such Registration Statement,
prospectus, offering circular or other document in reliance upon and in
conformity with written information furnished to the Company by the Holder and
stated to be specifically for use in connection with the offering of securities
of the Company; provided, however, that the
Holders’ liability under this Section 5.4 shall not exceed the
Holder’s proceeds from the offering of securities made in connection with such
Registration.

    


    5.4.3           Indemnification
Procedure. Promptly after receipt by an indemnified party under this
Section 5.4 of notice of the commencement of any action, such indemnified party
will, if a claim in respect thereof is to be made against an indemnifying party
under this Section 5.4, notify the indemnifying party in writing of the
commencement thereof and generally summarize such action. The indemnifying party
shall have the right to participate in and to assume the defense of such claim;
provided, however, that the indemnifying party shall be entitled to select
counsel for the defense of such claim with the approval of any parties entitled
to indemnification, which approval shall not be unreasonably withheld; provided
further, however, that if either party reasonably determines that there may be a
conflict between the position of the Company and the Holders in conducting the
defense of such action, suit or proceeding by reason of recognized claims for
indemnity under this Section 5.4, then counsel for such party shall be entitled
to conduct the defense to the extent reasonably determined by such counsel to be
necessary to protect the interest of such party. The failure to notify an
indemnifying party promptly of the commencement of any such action, if
prejudicial to the ability of the indemnifying party to defend such action,
shall relieve such indemnifying party, to the extent so prejudiced, of any
liability to the indemnified party under this Section 5.4, but the omission so
to notify the indemnifying party will not relieve such party of any liability
that such party may have to any indemnified party otherwise other than under
this Section 5.4.

    


    
      
         

      

      
        8

        
          

        

      

      
         

      

       

    

    
      5.4.4           Subsequent
Transferees. The provisions of this Section 5.4 applicable to the
Holder shall apply with equal force and effect to each subsequent transferee to
whom any of the Registrable Securities are transferred with the consent of the
Company.

    

    


    6.           Reservation of Stock.
The Company will at all times thereafter reserve and keep available, solely for
issuance and delivery upon the exercise of this Warrant, such shares of Warrant
Stock and other stock, securities and property, as from time to time shall be
issuable upon the exercise of this Warrant. The Company covenants that all
shares of Warrant Stock so issuable will, when issued, be duly and validly
issued and fully paid and nonassessable.

    


    7.           Replacement of
Warrants. Upon receipt of evidence reasonably satisfactory to the Company
of the loss, theft, destruction or mutilation of this Warrant and (in the case
of loss, theft or destruction) upon delivery of an indemnity agreement (with
surety if reasonably required) in an amount reasonably satisfactory to the
Company, or (in the case of mutilation) upon surrender and cancellation of this
Warrant, the Company will issue, in lieu thereof, a new Warrant of like
tenor.

    


    8.           Termination upon Certain
Events. If there shall be a merger or consolidation of the Company with
or into another corporation (other than a merger or reorganization involving
only a change in the state of incorporation of the Company or the acquisition by
the Company of other businesses where the Company survives as a going concern),
or the sale of all or substantially all of the Company’s capital stock or assets
to any other person, or the liquidation or dissolution of the Company, then as a
part of such transaction, at the Company’s option, either:

    


    (a)           provision
shall be made so that the Holder shall thereafter be entitled to receive the
number of shares of stock or other securities or property of the Company, or of
the successor corporation resulting from the merger, consolidation or sale, to
which the Holder would have been entitled if the Holder had exercised its rights
pursuant to the Warrant immediately prior thereto (and, in such case,
appropriate adjustment shall be made in the application of the provisions of
this Section 8(a) to the end that the provisions of Section 3 shall be
applicable after that event in as nearly equivalent a manner as may be
practicable); or

    


    (b)           this
Warrant shall terminate on the effective date of such merger, consolidation or
sale (the “Termination Date”)
and become null and void, provided that if this
Warrant shall not have otherwise terminated or expired, (1) the Company shall
have given the Holder written notice of such Termination Date at least ten (10)
business days prior to the occurrence thereof and (2) the Holder shall have the
right until 5:00 p.m., Eastern Standard Time, on the day immediately prior to
the Termination Date to exercise its rights hereunder to the extent not
previously exercised.

    


    
      
         

      

      
        9

        
          

        

      

      
         

      

       

    

    9.           Transferability.
Without the prior written consent of the Company, which consent shall not be
unreasonably withheld or delayed, the Warrant shall not be assigned, pledged or
hypothecated in any way (whether by operation of law or otherwise) and shall not
be subject to execution, attachment or similar process. As a condition to any
proposed transfer, assignment, pledge or hypothecation or other disposition, the
Company shall have received an opinion of counsel satisfactory to the Company
that an exemption from registration under the Securities Act is available and
there shall have been compliance with all applicable state securities or “blue
sky” laws. Any attempted transfer, assignment, pledge, hypothecation or other
disposition of the Warrant or of any rights granted hereunder contrary to the
provisions of this Section 9, or the levy of any attachment or similar process
upon the Warrant or such rights, shall be null and void.

    


    10.           No Rights as
Stockholder. Until the exercise of this Warrant, the Holder shall not
have or exercise any rights by virtue hereof as a stockholder of the
Company.

    


    11.           Company’s
Representations.

    


    As a
material inducement to the Holder to purchase this Warrant, the Company hereby
represents and warrants that:

    


    (a)           The
Company shall have made all filings under applicable federal and state
securities laws necessary to consummate the issuance of this Warrant pursuant to
this Agreement in compliance with such laws, except for such filings as may be
made properly after the date of this warrant.

    


    (b)           If
there are parties to any stock purchase agreements whose consent or approval is
required prior to the execution and delivery of this Warrant, the Company and
any such parties shall have entered into an amendment to each such stock
purchase agreement to provide for such consent and any required waivers, in such
form and substance acceptable to the Holder, and such amendment shall be in full
force and effect as of the date hereof.

    


    (c)           If
there are parties to any investor’s rights agreements whose consent or approval
is required prior to the execution and delivery of this Warrant, the Company and
any such parties shall have entered into an amendment to each such investor’s
rights agreement providing for such consent and any required waivers, in such
form and substance acceptable to Holder, and such amendment shall be in full
force and effect as of the date hereof.

    


    (d)           The
copies of any existing stock purchase agreements and investor’s rights
agreements and the Company’s charter documents and bylaws which have been
furnished to Holder or the Holder’s counsel reflect all amendments made thereto
at any time prior to the date hereof and are correct and complete.

    


    
      (e)           As of the
date hereof, all of the outstanding shares of the Company’s capital stock shall
be validly issued, fully paid and nonassessable.

    

    


    
      
         

      

      
        10

        
          

        

      

      
         

      

       

    

    (f)           With
respect to the issuance of this Warrant or the issuance of the Common Stock upon
exercise of the Warrant, there are no statutory or contractual stockholders
preemptive rights or rights of refusal, except for any such rights contained in
any stock purchase agreement and/or investor’s rights agreements which have been
waived. The Company has not violated any applicable federal or state securities
laws in connection with the offer, sale or issuance of any of its capital stock,
and the offer, sale and issuance of this Warrant does not require registration
under the Securities Act or any applicable state securities laws. To the best of
the Company’s knowledge, there are no agreements between the Company’s
stockholders with respect to the voting or transfer of the Company’s capital
stock or with respect to any other aspect of the Company’s affairs.

    


    (g)           The
execution, delivery and performance of this Warrant has been duly authorized by
the Company. This Warrant constitutes a valid and binding obligation of the
Company, enforceable in accordance with its terms. The execution and delivery by
the Company of this Warrant, the issuance of the Common Stock upon exercise of
the Warrant, and the fulfillment of and compliance with the respective terms
hereof and thereof by the Company, do not and shall not (i) conflict with or
result in a breach of the terms, conditions or provisions of, (ii) constitute a
default under, (iii) result in the creation of any lien, security interest,
charge or encumbrance upon the Company’s capital stock or assets pursuant to,
(iv) give any third party the right to modify, terminate or accelerate any
obligation under, (v) result in a violation of, or (vi) require any
authorization, consent, approval, exemption or other action by or notice or
declaration to, or filing with, any court or administrative or governmental body
or agency pursuant to, the charter or bylaws of the Company or any subsidiary,
or any law, statute, rule or regulation to which the Company or any subsidiary
is subject, or any agreement, instrument, order, judgment or decree to which the
Company or any subsidiary is subject, except for any such filings required under
applicable “blue sky” or state securities laws or required under Regulation D
promulgated under the Securities Act.

    


    12.           Notices. All notices,
requests and other communications hereunder shall be in writing, shall be (i)
delivered by hand, (ii) made by telex, telecopy or facsimile transmission, (iii)
sent by overnight courier, or (iv) sent by registered mail, postage prepaid,
return receipt requested. In the case of notices from the Company to the Holder,
they shall be sent to the address furnished to the Company in writing by the
last Holder who shall have furnished an address to the Company in writing. All
notices from the Holder to the Company shall be delivered to the Company at its
offices at 7 West 18th Street,
New York, New York 10011 or such other address as the Company shall so notify
the Holder. All notices, requests and other communications hereunder shall be
deemed to have been given (i) by hand, at the time of the delivery thereof to
the receiving party at the address of such party described above, (ii) if made
by telex, telecopy or facsimile transmission, at the time that receipt thereof
has been acknowledged by electronic confirmation or otherwise, (iii) if sent by
overnight courier, on the next business day following the day such notices is
delivered to the courier service, or (iv) if sent by registered mail, on the
fifth business day following the day such mailing is made.

    


    13.           Waivers and
Modifications. Any term or provision of this Warrant may be waived only
by written document executed by the party entitled to the benefits of such terms
or provisions. The terms and provisions of this Warrant may be modified or
amended only by written agreement executed by the parties hereto.

    


    
      
         

      

      
        11

        
          

        

      

      
         

      

       

    

    14.           Headings. The
headings in this Warrant are for convenience of reference only and shall in no
way modify or affect the meaning or construction of any of the terms or
provisions of this Warrant.

    


    15.           Governing Law. This
Warrant will be governed by and construed in accordance with and governed by the
laws of the State of New York, without giving effect to the conflict of law
principles thereof.

    


    16.           Consent to
Jurisdiction. Each party hereto hereby irrevocably and unconditionally
submits to the jurisdiction of any federal or state court sitting in the County
of New York in the State of New York and irrevocably agrees that all actions or
proceedings arising out of or relating to this Note shall be litigated
exclusively in such court. Each party hereto agrees not to commence any legal
proceeding related hereto or thereto except in such courts. Each party hereto
irrevocably waives any objection which it may now or hereafter have to the
laying of the venue of any such proceeding in any such court and hereby further
irrevocably and unconditionally waives and agrees not to plead or claim in any
such court that any such action, suit or proceeding brought in any such court
has been brought in an inconvenient forum. Each party hereto consents to process
being served in any such action or proceeding by mailing a copy thereof by
registered or certified mail.

    


    17.           Waiver of Jury Trial.
Each party hereto hereby waives, to the fullest extent permitted by applicable
law, any right it may have to a trial by jury in respect of any litigation
directly or indirectly arising out of, under or in connection with this Note.
Each party hereto (1) certifies that no representative, agent or attorney of any
of the other parties has represented, expressly or otherwise, that any of the
other parties would not, in the event of litigation, seek to enforce the
foregoing waiver and (2) acknowledges that it and the other parties hereto have
been induced to enter into this agreement, by, among other things, the mutual
waivers and certifications in this Section 17.

    


    18.           Severability. If any
term, provision, covenant or restriction of this Warrant is held by a court of
competent jurisdiction to be invalid, void or unenforceable, it shall be deemed
replaced with a valid and enforceable provision that comes as close as possible
to the economic purpose of the invalid, void or unenforceable provision, and the
remainder of the terms, provisions, covenants and restrictions of this Warrant
shall remain in full force and effect and shall in no way be affected, impaired
or invalidated.

    


    [The remainder of this page is
intentionally left
blank.]

    


    
      
         

      

      
        12

        
          

        

      

      
         

      

    

     

    IN WITNESS WHEREOF, this
Warrant has been executed and delivered on the date first written above by the
duly authorized representative of the Company.

    


    
       

      
        
          
            
              
                
                  
                    
                      
                        
                          	
                                   

                                	
                                  
                                    INTELLECT
      NEUROSCIENCES, INC.

                                  

                                
	 	 
	
                                  By:  
      

                                	_________________________
	 	 
	 	Name:  Elliot
      M. Maza
	 	      
                                  Title:    Chief
      Financial
Officer

                                


                        

                      

                    

                  

                

              

            

          

        

        
           

          
            
               

            

            
              13

              
                

              

            

            
               

            

          

        

      

    

    


    EXHIBIT A

    


    PURCHASE FORM

    


    


    
      	
              To:

            	
              INTELLECT NEUROSCIENCES,
      INC.

            


    

    


    The
undersigned pursuant to the provisions set forth in the attached Warrant (No. )
hereby irrevocably elects to purchase shares of the Common Stock, par value
$0.01 per share, of INTELLECT NEUROSCIENCES, INC. (the “Common Stock”), covered by
such Warrant and herewith makes payment of $_____,
representing the full purchase price for such shares at the price per
share provided for in such Warrant.

    


    The
Common Stock for which the Warrant may be exercised or converted shall be known
herein as the “Warrant Stock”.

    


    The
undersigned is aware that the Warrant Stock has not been and will not be
registered under the Securities Act of 1933, as amended (the “Securities Act”) or any state securities
laws. The undersigned understands that reliance by the Company on exemptions
under the Securities Act is predicated in part upon the truth and accuracy of
the statements of the undersigned in this Purchase Form.

    


    The
undersigned represents and warrants that (1) it has been furnished with all
information which it deems necessary to evaluate the merits and risks of the
purchase of the Warrant Stock, (2) it has had the opportunity to ask questions
concerning the Warrant Stock and the Company and all questions posed have been
answered to its satisfaction, (3) it has been given the opportunity to obtain
any additional information it deems necessary to verify the accuracy of any
information obtained concerning the Warrant Stock and the Company and (4) it has
such knowledge and experience in financial and business matters that it is able
to evaluate the merits and risks of purchasing the Warrant Stock and to make an
informed investment decision relating thereto.

    


    The
undersigned hereby represents and warrant that it is purchasing the Warrant
Stock for its own account for investment and not with a view to the sale or
distribution of all or any part of the Warrant Stock.

    


    
      
         

      

      
        14

        
          

        

      

      
         

      

       

    

    The
undersigned understands that because the Warrant Stock has not been registered
under the Securities Act, it must continue to bear the economic risk of the
investment for an indefinite period of time and the Warrant Stock cannot be sold
unless it is subsequently registered under applicable federal and state
securities laws or an exemption from such registration is
available.

    


    The
undersigned agrees that it will in no event sell or distribute or otherwise
dispose of all or any part of the Warrant Stock unless (1) there is an effective
registration statement under the Securities Act and applicable state securities
laws covering any such transaction involving the Warrant Stock, or (2) the
Company receives an opinion satisfactory to the Company of the undersigned’s
legal counsel stating that such transaction is exempt from registration. The
undersigned consents to the placing of a legend on its certificate for the
Warrant Stock stating that the Warrant Stock has not been registered and setting
forth the restriction on transfer contemplated hereby and to the placing of a
stop transfer order on the books of the Company and with any transfer agents
against the Warrant Stock until the Warrant Stock may be legally resold or
distributed without restriction.

    


    The
undersigned has considered the federal and state income tax implications of the
exercise of the Warrant and the purchase and subsequent sale of the Warrant
Stock.

    


    


    


    
       

      
        
          
            	
                    
                       

                    

                  	
                    
                      By:__________________________________

                       

                       

                      Name:

                      Title

                    

                  


          

        

        
           

          
            
               

            

            
              15