**EXHIBIT 4.7**

 

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTEREDUNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOTWITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NOSUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATIONSTATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TOTHE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF1933.

 
| Warrant No. IVOWDJ- |   |   |   | Number of Shares:       |   |   |
|---------------------|--------|--------|--------|-------------------------|--------|--------|
| Date of Issuance:   |   | , 2006 |   | (subject to adjustment) |
|                     |        |        |        |                         |        |        |  |

 

**IVOW, INC.**

 

**Common Stock Purchase Warrant**

 

IVOW, Inc. (the “Company”), for value received, hereby certifiesthat _____________ or its registered assigns (the “Registered Holder”),is entitled, subject to the terms set forth below, to purchase from theCompany, at any time after the date hereof and on or before ______, 2011(subject to Section 1(c) below) (the “Expiration Date”), up to _____ shares (asadjusted from time to time pursuant to the provisions of this Warrant) ofCommon Stock of the Company, at a purchase price of $ _____ per share. Theshares purchasable upon exercise of this Warrant and the purchase price pershare, as adjusted from time to time pursuant to the provisions of this Warrant,are sometimes hereinafter referred to as the “Warrant Stock” and the “PurchasePrice,” respectively.

 

This Warrant is issued in connection with that certain SubscriptionAgreement, dated as of ________, 2006, by and between the Company and the RegisteredHolder (the “Subscription Agreement”) and is subject to the terms andconditions of the Subscription Agreement. The Warrant Stock possesses certainregistration rights pursuant to the Subscription Agreement. Capitalized termsused but not defined herein shall have the meanings as defined in theSubscription Agreement.

 

# 1.             **Exercise**.

#  

## (a)                   **Manner of Exercise**. This Warrant may beexercised by the Registered Holder, in whole or in part, by surrendering thisWarrant, with the purchase/exercise form appended hereto as Exhibit A(“Exercise Form”) duly executed by such Registered Holder or by such RegisteredHolder’s duly authorized attorney, at the principal office of the Company, orat such other office or agency as the Company may designate, accompanied bypayment in full of the Purchase Price payable in respect of the number ofshares of Warrant Stock purchased upon such exercise. The Purchase Price may bepaid only by cash, check or wire transfer.

 

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## (b)                   **Effective Time of Exercise.**Eachexercise of this Warrant shall be deemed to have been effected immediatelyprior to the close of business on the day on which this Warrant shall have beensurrendered to the Company as provided in Section 1(a) above. At such time, theperson or persons in whose name or names any certificates for Warrant Stockshall be issuable upon such exercise as provided in Section 1(d) below shall bedeemed to have become the holder or holders of record of the Warrant Stockrepresented by such certificates.

##  

## (c)                   **Early Termination.**If on any date afterthe effectiveness of the Registration Statement (as defined in the SubscriptionAgreement), the closing price of the Common Stock, as quoted on the NasdaqNational Market, the Nasdaq SmallCap Market or the principal exchange on whichthe Common Stock is listed, or if not so listed then in the over-the-countermarket as published in The Wall Street Journal, for 20 consecutive trading daysequals at least $ ____ (subject to adjustment in the event of any subdivision,combination or reclassification affecting the Common Stock), the Company shallhave the right, as its option and upon 30 days written notice (the “Notice”) tothe Registered Holder, to terminate this Warrant; provided that (i) theRegistered Holder shall have the right to exercise this Warrant at any timeprior to such termination pursuant to Section 1(a), and (ii) the RegistrationStatement shall be effective at all times during such 30-day notice period. Uponsuch termination, the Registered Holder shall have no further rights hereunder.The Registered Holder shall have the right to exercise the Warrant until theearlier of (i) the termination of the 30 day notice period or (ii) theExpiration Date.

##  

## (d)                   **Delivery to Holder.**As soon aspracticable after the exercise of this Warrant in whole or in part, and in anyevent within ten (10) days thereafter, the Company at its expense will cause tobe issued in the name of, and delivered to, the Registered Holder, or as suchHolder (upon payment by such Holder of any applicable transfer taxes) maydirect:

 

(i)      a certificate or certificatesfor the number of shares of Warrant Stock to which such Registered Holder shallbe entitled, and

 

(ii)     in case such exercise is in partonly, a new warrant or warrants (dated the date hereof) of like tenor, callingin the aggregate on the face or faces thereof for the number of shares ofWarrant Stock equal (without giving effect to any adjustment therein) to thenumber of such shares called for on the face of this Warrant minus the numberof such shares purchased by the Registered Holder upon such exercise asprovided in Section 1(a) above.

 

# 2.             **Adjustments**.

#  

## (a)                   **Stock Splits and Dividends.**Ifoutstanding shares of the Company’s Common Stock shall be subdivided into agreater number of shares or a dividend in Common Stock shall be paid in respectof Common Stock, the Purchase Price in effect immediately prior to suchsubdivision or at the record date of such dividend shall simultaneously withthe effectiveness of such subdivision or immediately after the record date ofsuch dividend be proportionately reduced. If outstanding shares of Common Stockshall be combined into a smaller number of shares, the Purchase Price in effectimmediately prior to such combination shall, simultaneously with the effectivenessof such combination, be proportionately increased.

 

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## Whenany adjustment is required to be made in the Purchase Price, the number ofshares of Warrant Stock purchasable upon the exercise of this Warrant shall bechanged to the number determined by dividing (i) an amount equal to thenumber of shares issuable upon the exercise of this Warrant immediately priorto such adjustment, multiplied by the Purchase Price in effect immediatelyprior to such adjustment, by (ii) the Purchase Price in effect immediatelyafter such adjustment.

 

## (b)                   **Reclassification, Etc.**In case of anyreclassification or change of the outstanding securities of the Company or ofany reorganization of the Company (or any other corporation the stock orsecurities of which are at the time receivable upon the exercise of thisWarrant) or any similar corporate reorganization on or after the date hereof,then and in each such case the holder of this Warrant, upon the exercise hereofat any time after the consummation of such reclassification, change,reorganization, merger or conveyance, shall be entitled to receive, in lieu ofthe stock or other securities and property receivable upon the exercise hereofprior to such consummation, the stock or other securities or property to whichsuch holder would have been entitled upon such consummation if such holder hadexercised this Warrant immediately prior thereto, all subject to furtheradjustment as provided in Section 2(a); and in each such case, the terms ofthis Section 2 shall be applicable to the shares of stock or othersecurities properly receivable upon the exercise of this Warrant after suchconsummation.

##  

## (c)                   **Price-Based Exercise Price Adjustment**. Ifat any time within twelve (12) months following the date of the issuance ofthis Warrant, (i) the Company completes a Qualified Financing and (ii) theEffective Purchase Price Per Share of Common Stock issued or issuable to theparticipants in such Qualified Financing is less than the Purchase Price, thePurchase Price shall be automatically reduced to the Effective Purchase PricePer Share of Common Stock in such Qualified Financing. For purposes of clarity,the Purchase Price adjustment provided for in this Section 2(c) shall onlyapply to the first Qualified Financing the Company completes after the date ofthis Warrant. Notwithstanding anything to the contrary in this Warrant, (i) thenumber of shares of Warrant Stock purchasable upon the exercise of this Warrantshall remain unchanged despite any change to the Purchase Price provided forunder this Section 2(c) and (ii) in no event, shall the Purchase Price bereduced below $0.001 per share based on the adjustment provided for under thisSection 2(c). The term “Qualified Financing” shall mean any equityand/or debt financing by the Company in which the Company receives grossproceeds of at least $1,000,000 from investors and the security issued in suchfinancing is convertible and/or exercisable for shares of the Company’s CommonStock. The term “Effective Purchase Price Per Share of Common Stock”shall mean the (i) the aggregate maximum number of shares of Common Stockissued or issuable in such Qualified Financing (assuming the conversion andexercise of all convertible and/or exercisable securities issued in suchQualified Financing and the satisfaction of any conditions to convertibility orexchangeability, including without limitation the passage of time, but withouttaking into account potential antidilution adjustments) divided by (ii) theaggregate gross proceeds received by the Company in such Qualified Financingplus any additional gross proceeds (without taking into account potentialantidilution adjustments) to be received by the Company upon the conversionand/or exercise of such securities or the exercise of any related options orrights. This Section 2(c) shall terminate upon a Change of Control of theCompany, where the term “Change of Control” shall include: (i) any bonafide sale, conveyance or disposition of all or substantially all of theCompany’s assets

 

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## (including,without limitation, a grant of an exclusive license or exclusive licenses toall or substantially all of the corporation’s intellectual property) or (ii)the acquisition of the Company by means of consolidation, merger or other formof corporate reorganization by a single or related series of transactions inwhich the outstanding shares of the Company are converted or exchanged forsecurities or other consideration issued, or caused to be issued, by theacquiring corporation or its subsidiary, unless the Company’s stockholders ofrecord as constituted immediately prior to such sale, conveyance, dispositionor acquisition will hold more than a majority of the voting power of thesurviving entity immediately following such sale, conveyance, disposition oracquisition.

 

## (d)                   **Adjustment Certificate.**When anyadjustment is required to be made in the Warrant Stock or the Purchase Pricepursuant to this Section 2, the Company shall promptly mail to the RegisteredHolder a certificate setting forth (i) a brief statement of the facts requiringsuch adjustment, (ii) the Purchase Price after such adjustment and (iii) thekind and amount of stock or other securities or property into which thisWarrant shall be exercisable after such adjustment.

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# 3.             **Transfers**.

#  

## (a)                   **Unregistered Security.**Each holder ofthis Warrant acknowledges that this Warrant and the Warrant Stock have not beenregistered under the Securities Act of 1933, as amended (the “Securities Act”),and agrees not to sell, pledge, distribute, offer for sale, transfer orotherwise dispose of this Warrant or any Warrant Stock issued upon its exercisein the absence of (i) an effective registration statement under the Act as tothis Warrant or such Warrant Stock and registration or qualification of thisWarrant or such Warrant Stock under any applicable U.S. federal or statesecurities law then in effect or (ii) an opinion of counsel, satisfactory tothe Company, that such registration and qualification are not required. Eachcertificate or other instrument for Warrant Stock issued upon the exercise ofthis Warrant shall bear a legend substantially to the foregoing effect.

##  

## (b)                   **Transferability.**Subject to theprovisions of Section 3(a) hereof (and any other restrictions conferred herein)this Warrant and all rights hereunder are transferable, in whole or in part,upon surrender of the Warrant with a properly executed assignment (in the formof Exhibit B hereto) at the principal office of the Company provided,however, that this Warrant may not be transferred unless the transfereeagrees in writing to be bound by the terms of this Warrant and the terms of theSubscription Agreement.

##  

## (c)                   **Warrant Register.**The Company willmaintain a register containing the names and addresses of the RegisteredHolders of this Warrant. Until any transfer of this Warrant is made in thewarrant register, the Company may treat the Registered Holder of this Warrantas the absolute owner hereof for all purposes; provided, however,that if this Warrant is properly assigned in blank, the Company may (but shallnot be required to) treat the bearer hereof as the absolute owner hereof forall purposes, notwithstanding any notice to the contrary. Any Registered Holdermay change such Registered Holder’s address as shown on the warrant register bywritten notice to the Company requesting such change.

 

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# 4.             **Representations and Warranties of Registered Holders.**TheRegistered Holder represents and warrants to the Company as follows:

#  

## (a)                   This Warrantand the Warrant Stock issuable upon exercise thereof are being acquired for itsown account, for investment and not with a view to, or for resale in connectionwith, any distribution or public offering thereof within the meaning of the Act.Upon exercise of this Warrant, the Registered Holder shall, if so requested bythe Company, confirm in writing, in a form satisfactory to the Company, thatthe securities issuable upon exercise of this Warrant are being acquired forinvestment and not with a view toward distribution or resale.

##  

## (b)                   TheRegistered Holder understand that this Warrant and the Warrant Stock have notbeen registered under the Act, and that they must be held by the RegisteredHolder indefinitely, and that the Registered Holder must therefore bear theeconomic risk of such investment indefinitely, unless a subsequent dispositionthereof is registered under the Act or is exempted from such registrations.

##  

## (c)                   TheRegistered Holder has such knowledge and experience in financial and businessmatters that is capable of evaluating the merits and risks of the purchase ofthis Warrant and the Warrant Stock purchasable pursuant to the terms of thisWarrant and of protecting its interests in connection therewith.

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## (d)                   TheRegistered Holder is able to bear the economic risk of the purchase of theWarrant Stock pursuant to the terms of this Warrant.

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## (e)                   TheRegistered Holder confirms all representations made by it in the SubscriptionAgreement.

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# 5.             **Reservation of Stock**. The Company will at all timesreserve and keep available, solely for the issuance and delivery upon theexercise of this Warrant, such shares of Warrant Stock and other stock,securities and property, as from time to time shall be issuable upon theexercise of this Warrant.

#  

# 6.             **Exchange of Warrants.**Upon the surrender by the RegisteredHolder of any Warrant or Warrants, properly endorsed, to the Company at theprincipal office of the Company, the Company will, subject to the provisions ofSection 3 hereof, issue and deliver to or upon the order of such Holder, at theCompany’s expense, a new Warrant or Warrants of like tenor, in the name of suchRegistered Holder or as such Registered Holder (upon payment by such RegisteredHolder of any applicable transfer taxes) may direct, calling in the aggregateon the face or faces thereof for the number of shares of Common Stock calledfor on the face or faces of the Warrant or Warrants so surrendered.

#  

# 7.             **Replacement of Warrants.**Upon receipt of evidencereasonably satisfactory to the Company of the loss, theft, destruction ormutilation of this Warrant and (in the case of loss, theft or destruction) upondelivery of an indemnity agreement (with surety if reasonably required) in anamount reasonably satisfactory to the Company, or (in the case of mutilation)upon surrender

 

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# and cancellation of thisWarrant, the Company will issue, in lieu thereof, a new Warrant of like tenor.

 

# 8.             **Notices.**Any notice required or permitted by this Warrantshall be in writing and shall be deemed sufficient upon receipt, when deliveredpersonally or by courier, overnight delivery service or confirmed facsimile, orforty-eight (48) hours after being deposited in the regular mail as certifiedor registered mail (airmail if sent internationally) with postage prepaid,addressed (a) if to the Registered Holder, to the address of the RegisteredHolder most recently furnished in writing to the Company and (b) if to theCompany, to the address set forth below or subsequently modified by writtennotice to the Registered Holder.

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# 9.             **No Rights as Stockholder**. Until the exercise of thisWarrant, the Registered Holder of this Warrant shall not have or exercise anyrights by virtue hereof as a stockholder of the Company.

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# 10.           **NoFractional Shares.**No fractional shares of Common Stock will beissued in connection with any exercise hereunder. In lieu of any fractionalshares which would otherwise be issuable, the Company shall pay cash equal tothe product of such fraction multiplied by the fair market value of one shareof Common Stock on the date of exercise, as determined in good faith by theCompany’s Board of Directors.

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# 11.           **Amendmentor Waiver.**Any term of this Warrant may be amended or waivedonly by an instrument in writing signed by the party against which enforcementof the amendment or waiver is sought.

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# 12.           **Headings.**The headings in this Warrant are for purposes of reference only and shallnot limit or otherwise affect the meaning of any provision of this Warrant.

 

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# 13.           **GoverningLaw.** This Warrant shall be governed, construed and interpretedin accordance with the laws of the State of California, without giving effectto principles of conflicts of law.

 

 
|                        | **IVOW, INC.** |
|-----------------------------|----------------|
|                        |           |
|                        |           |
|                        |           | By |   |
|                        |           | Michael H. Owens, M.D., Chief Executive Officer |
|                        |           |   |
|                        | Address:       |   | 11455 El Camino Real |
|                        |           |   | Suite 140 |
|                        |           |   | San Diego, CA 92130-2098 |
|                        |           |   |
|                        |           | Fax Number: | (858) 847-4811 |
|                        |           |   |
|                        |           |   |
| **ACKNOWLEDGED AND AGREED** |           |
|                        |
| **REGISTERED HOLDER**       |
|                        |
| By:                         |           |   |
|                        |
| Name:                       |           |   |
|                        |
| Title:                      |           |   |
|                             |                |  |  |  |  |  |  |  |  |

 

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EXHIBIT A

 

**PURCHASE/EXERCISE FORM**

 
| To:    | IVOW, Inc                | Dated: |
|--------|--------------------------|--------|
|   | 11455 El Camino Real     |   |
|   | Suite 140                |   |
|   | San Diego, CA 92130-2098 |   |

 

1.             Choose one:

 

o            The undersigned, pursuant to theprovisions set forth in the attached Warrant No. ________, hereby irrevocablyelects to purchase __________ shares of the Common Stock covered by suchWarrant and herewith makes payment of $ __________, representing the fullpurchase price for such shares at the price per share provided for in suchWarrant.

 

2.             Please issue acertificate or certificates representing said shares in the name of theundersigned or in such other name as is specified below:

 
|   |               |   |
|--------|--------------------|--------|
|   | (Name and address) |   |

 

 

3.                             Theundersigned hereby represents and warrants that the aforesaid shares are beingacquired for the account of the undersigned for investment and not with a viewto, or for resale, in connection with the distribution thereof, and that theundersigned has no present intention of distributing or reselling such shares. Theundersigned further represents and warrants that all representations andwarranties of the undersigned set forth in Section 4 of the attached Warrantare true and correct as of the date hereof.

 
|   | Signature:             |   |   |
|--------|------------------------|--------|--------|
|   |                   |
|   | Name  (print):         |   |   |
|   |                   |
|   | Title (if  applic.)    |   |   |
|   |                   |
|   | Company (if  applic.): |   |   |
|   |                   |
|   | Address:               |   |   |
|   |                   |   |   |
|   |                   |   |   |
|        |                        |        |        |  |  |  |  |

 

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EXHIBIT B

 

**ASSIGNMENT FORM**

 

FOR VALUE RECEIVED, ______________________________________________hereby sells, assigns and transfers all of the rights of the undersigned underthe attached Warrant _________ with respect to the number of shares of CommonStock covered thereby set forth below, to:

 
| **Name of Assignee** | ** ** | **Address/Fax Number** | ** ** | **No. of Shares** |
|----------------------|------------|------------------------|------------|-------------------|
|                 |       |                   |       |              |
|                 |       |                   |       |              |
|                 |       |                   |       |              |
|                 |       |                   |       |              |
|                 |       |                   |       |              |

 
| Dated: |   |   | Signature: |   |   |
|--------|--------|--------|------------|--------|--------|
|   |   |
|   | Name:  |   |       |
|   |   |
| Dated: |   |   | Witness:   |   |   |
|        |        |        |            |        |        |  |  |  |

 

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