exv10w3







Exhibit 10.3


	 	 	 	 	 


NEITHER THE SALE AND ISSUANCE OF THIS WARRANT NOR THE ISSUANCE OF THE SECURITIES ISSUABLE UPON
EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
SUBJECT TO SECTION 6 BELOW, NO SALE OR DISPOSITION MAY BE EFFECTED EXCEPT IN COMPLIANCE WITH RULE
144 UNDER SAID ACT OR WITH AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF
COUNSEL FOR HOLDER, SATISFACTORY TO COMPANY, THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT
OR RECEIPT OF A NO-ACTION LETTER TO THAT EFFECT FROM THE SECURITIES AND EXCHANGE COMMISSION




WARRANT TO PURCHASE _________ SHARES OF COMMON STOCK




__________ ___, 2011



THIS CERTIFIES THAT, for value received, __________ (“Holder”) is
entitled to subscribe for and purchase __________ (________) shares of fully paid and nonassessable
Common Stock of Oncothyreon Inc., a Delaware corporation (the “Company”), at the Warrant
Price (as hereinafter defined), subject to the provisions and upon the terms and conditions
hereinafter set forth. As used herein, the term “Common Stock” shall mean Company’s presently
authorized common stock, $0.0001 par value per share, and any stock into which such common stock
may hereafter be converted or exchanged and the term “Warrant Shares” shall mean the shares of
Common Stock which Holder may acquire pursuant to this Warrant and any other shares of stock into
which such shares of Common Stock may hereafter be converted or exchanged.



1. Warrant Price. The “Warrant Price” shall initially be __________and ___/100 dollars
($______) per share, subject to adjustment as provided in Section 7 below.



2. Conditions to Exercise. The purchase right represented by this Warrant may be exercised
at any time, or from time to time, in whole or in part during the term commencing on the date
hereof and ending at 5:00 P.M. New York time on the seventh anniversary of the date of this Warrant
(the “Expiration Date”).



3. Method of Exercise or Conversion; Payment; Issuance of Shares; Issuance of New Warrant.






(a) Cash Exercise. Subject to Section 2 hereof, the purchase right represented by
this Warrant may be exercised by Holder hereof, in whole or in part, by the surrender of the
original of this Warrant (together with a duly executed Notice of Exercise in substantially
the form attached hereto) at the principal office of Company (as set forth in Section 19
below) and, unless the Holder exercises the Warrant pursuant to Section 3(b), by payment to
Company, by certified or bank check, or wire transfer of immediately available funds, of an
amount equal to the



 









 








then applicable Warrant Price per share multiplied by the number of
Warrant Shares then being purchased. The date that the last of the original Warrant, Notice
of Exercise and, if applicable, payment is received by the Company shall be referred to as
the “Exercise Date.” In the event of any exercise of the rights represented by this
Warrant pursuant to this Section 3, certificates for the shares of stock so purchased shall
be in the name of, and delivered to, Holder hereof, or as such Holder may direct (subject to
the terms of transfer contained herein and upon payment by such Holder hereof of any
applicable transfer taxes). Such delivery shall be made within 30 days after the Exercise
Date and at Company’s expense and, unless this Warrant has been fully exercised or expired,
a new Warrant having terms and conditions substantially identical to this Warrant and
representing the portion of the Warrant Shares, if any, with respect to which this Warrant
shall not have been exercised, shall also be issued to Holder hereof within 30 days after
the Exercise Date.




(b) Conversion. In lieu of exercising this Warrant as specified in Section 3(a),
Holder may from time to time convert this Warrant, in whole or in part, into Warrant Shares
by surrender of the original of this Warrant (together with a duly executed Notice of
Exercise in substantially the form attached hereto) at the principal office of Company, in
which event Company shall issue to Holder the number of Warrant Shares computed using the
following formula:




X = Y (A-B)


            A




Where:




X = the number of Warrant Shares to be issued to Holder.




Y = the number of Warrant Shares then being purchased (as set forth in the Notice of
Exercise).




A = the Fair Market Value of one share of Company’s Common Stock (as determined
pursuant to Section 3(c)).




B = Warrant Price.




(c) Fair Market Value. For purposes of this Section 3, Fair Market Value of one
share of Company’s Common Stock shall mean (i) the average of the last reported sale price
quoted on the Nasdaq Stock Market, as reported by Bloomberg Financial Markets for the three
(3) trading days prior to the date of the Notice of Exercise, (ii) if the Company’s Common
Stock is not so traded, the average of the last reported sale price on any other exchange on
which the Common Stock is listed, as reported by Bloomberg Financial Markets for the three
(3) trading days prior to the date of the Notice of Exercise, (iii) if the Company’s Common
Stock is not so traded, the average for the three (3) trading days prior to the date of the
Notice of Exericse of the closing bid and asked prices of Common Stock quoted in the
Over-The-Counter Market Summary, as reported by Bloomberg Financial



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Markets, or, if no last
trade price is reported for such security by Bloomberg Financial Markets, the average of the
bid prices, or the ask prices, respectively, of any market makers for such security as
reported in the “pink sheets” by Pink Sheets LLC, or (iv) if none of the foregoing are
available, the per share Fair Market Value for the Common Stock shall be as determined in
the good faith judgment of Company’s Board of Directors; provided, that in the event of an
exercise in connection with an Acquisition (as defined below), the per share Fair Market
Value for the Common Stock shall be the value to be received per share of Common Stock by
all holders of the Company’s Common Stock in such transaction as determined by the Board of
Directors.




If Fair Market Value of the Common Stock is determined in accordance with Section 3(c)(iv)
or the proviso to Section 3(c), Company’s Board of Directors shall prepare a certificate, to
be signed by an authorized officer of Company, setting forth in reasonable detail the basis
for and method of determination of the per share Fair Market Value of the Common Stock,
which certification must be made to Holder, if possible, at least ten (10) business days
prior to the proposed effective date of an Acquisition.




(d) Automatic Exercise. Subject to Section 4(e)(ii), to the extent any portion of
this Warrant has not been previously exercised, such unexercised portion shall be deemed to
have been automatically converted in accordance with Sections 3(b) and 3(c) hereof (even if
not surrendered) as of immediately before its expiration, involuntary termination or
cancellation if the then-Fair Market Value of a Warrant Share exceeds the then-Warrant
Price, unless Holder notifies Company in writing to the contrary prior to such automatic
exercise. In the event of any conversion of the rights represented by this Warrant pursuant
to this Section 3(d), certificates for the shares of stock so purchased shall be in the name
of, and delivered to, Holder hereof, or as such Holder may direct (subject to the terms of
transfer contained herein and upon payment by such Holder hereof of any applicable transfer
taxes). Such delivery shall be made within 30 days after the Company receives the original
Warrant and at Company’s expense.




(e) Treatment of Warrant Upon Acquisition of Company.




(i) Certain Definitions. For the purpose of this Warrant,
“Acquisition” means (A) any sale, exclusive license, or any other
disposition of all or substantially all of the assets of Company, or (B) any
reorganization, consolidation, or merger of Company, or (C) any sale of outstanding
Company securities by holders thereof, whereby, in the case of (B) or (C) above, the
holders of Company’s voting securities before the transaction beneficially own less
than a majority of the outstanding voting securities of the successor or surviving
entity after the transaction. For purposes of this Section 3(e), “Affiliate” shall
mean any person or entity that owns or controls directly or indirectly ten percent
(10%) or more of the voting capital stock of Company, any person or entity that
controls or



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is controlled by or is under common control with such persons or
entities, and each of such person’s or entity’s officers, directors, joint venturers
or partners, as applicable.




(ii) Cash or Freely-Tradable Equity Securities Acquisition. In the event of
an Acquisition (excluding any transaction effected primarily for purposes of
changing the Company’s jurisdiction of incorporation) in which the consideration is
cash, equity securities listed on a securities exchange, or a combination thereof,
the Holder may exercise its conversion or purchase right under this Warrant and such
exercise will be deemed effective immediately prior to the consummation of such
Acquisition; provided, that if the Holder fails to make such election prior to the
third business day prior to the consummation of the Acquisition, the Warrant will
expire upon the consummation of such Acquisition. Company shall provide Holder with
written notice of any proposed Acquisition together with such reasonable information
as Holder may request in connection with such contemplated Acquisition giving rise
to such notice, which is to be delivered to Holder not less than ten (10) business
days prior to the closing of the proposed Acquisition. Any exercise of this Warrant
after delivery of such notice and prior to the consummation of the Acquisition
described in such notice shall be deemed to be an exercise in connection with such
Acquisition for purposes of the proviso in Section 3(c). If the Acquisition
described in such notice is terminated or abandoned prior to the consummation
thereof, the Company shall provide prompt notice thereof and any purported exercise
of this Warrant in connection with such proposed Acquisition shall be null and void.




(iii) Asset Sale. In the event of an Acquisition that is an arms length
sale of all or substantially all of Company’s assets (and only its assets) to a
third party that is not an Affiliate of Company (a “True Asset Sale”), the
Holder may exercise its conversion or purchase right under this Warrant and such
exercise will be deemed effective immediately prior to the consummation of such True
Asset Sale; provided, that if the Holder fails to make such election prior to the
third business day prior to the consummation of the Acquisition the Warrant will
continue until the Expiration Date if Company continues as a going concern following
the closing of any such True Asset Sale. Company shall provide Holder with written
notice of any proposed True Asset Sale together with such reasonable information as
Holder may request in connection with such True Asset Sale giving rise to such
notice, which is to be delivered to Holder not less than ten (10) business days
prior to the closing of the proposed True Asset Sale. Any exercise of this Warrant
after delivery of such notice and prior to the consummation of the True Asset Sale
described in such notice shall be deemed to be an exercise in connection with such
True Asset Sale for purposes of the proviso in Section 3(c). If



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the True Asset Sale
described in such notice is terminated or abandoned prior to the consummation
thereof, the Company shall provide prompt notice thereof and any purported exercise
of this Warrant in connection with such proposed True Asset Sale shall be null and
void.




(iv) Assumption of Warrant. Upon the closing of any Acquisition other than
those particularly described in subsections (ii) and (iii) above, the successor
entity shall assume the obligations of this Warrant, and this Warrant shall be
exercisable for the same securities, cash, and property as would be payable for the
Warrant Shares issuable upon exercise of the unexercised portion of this Warrant as
if such Warrant Shares were outstanding on the record date for the Acquisition and
subsequent closing.


4. Representations and Warranties of Holder and Company.





(a) Representations and Warranties by Holder. Holder represents and warrants to
Company with respect to this purchase as follows:




(i) Evaluation. Holder has substantial experience in evaluating and
investing in private placement transactions of securities of companies similar to
Company so that Holder is capable of evaluating the merits and risks of its
investment in Company and has the capacity to protect its interests.




(ii) Resale. Except for transfers to an affiliate of Holder, Holder is
acquiring this Warrant and the Warrant Shares issuable upon exercise of this Warrant
(collectively the “Securities”) for investment for its own account and not
with a view to, or for resale in connection with, any distribution thereof. Holder
understands that the Securities have not been registered under the Securities Act of
1933, as amended (the “Act”) by reason of a specific exemption from the
registration provisions of the Act which depends upon, among other things, the bona
fide nature of the investment intent as expressed herein.




(iii) Rule 144. Holder acknowledges that the Securities must be held
indefinitely unless subsequently registered under the Act or an exemption from such
registration is available. Holder is aware of the provisions of Rule 144
promulgated under the Act.




(iv) Accredited Investor. Holder is an “accredited investor” within the
meaning of Regulation D promulgated under the Act.




(v) Opportunity To Discuss. Holder has had an opportunity to discuss
Company’s business, management and financial affairs with its management and an
opportunity to review Company’s facilities. Holder understands that such
discussions, as well as the written information



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issued by Company, were intended to
describe the aspects of Company’s business and prospects which Company believes to
be material but were not necessarily a thorough or exhaustive description.




(b) Representations and Warranties by Company. Company hereby represents and
warrants to Holder that the statements in the following paragraphs of this Section 4(b) are
true and correct as of the date hereof.




(i) Corporate Organization and Authority. Company (a) is a corporation duly
organized, validly existing, and in good standing in its jurisdiction of
incorporation, (b) has the corporate power and authority to own and operate its
properties and to carry on its business as now conducted and as currently proposed
to be conducted; and (c) is qualified as a foreign corporation in all jurisdictions
where such qualification is required, except where the failure to be so qualified
would not, individually or in the aggregate, have a material adverse effect.




(ii) Corporate Power. Company has all requisite corporate power and
authority to execute, issue and deliver this Warrant, to issue the Warrant Shares
issuable upon exercise or conversion of this Warrant, and to carry out and perform
its obligations under this Warrant.




(iii) Authorization; Enforceability. All corporate action on the part of
Company, its officers, directors and stockholders necessary for the authorization,
execution, delivery and performance of its obligations under this Warrant and for
the authorization, issuance and delivery of this Warrant and the Warrant Shares
issuable upon exercise of this Warrant has been taken and this Warrant constitutes
the legally binding and valid obligation of Company enforceable in accordance with
its terms, except as such enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium, liquidation, conservatorship, receivership
or similar laws relating to, or affecting generally the enforcement of, creditor’s
rights and remedies or by other equitable principles of general application
(including any limitation of equitable remedies).




(iv) Valid Issuance of Warrant and Warrant Shares. This Warrant has been
validly issued and is free of restrictions on transfer other than restrictions on
transfer set forth herein, under applicable state and federal securities laws or
restrictions imposed as the result of any action or inaction of the Holder. The
Warrant Shares issuable upon exercise of this Warrant, when issued, sold and
delivered in accordance with the terms of this Warrant for the consideration
expressed herein, will be duly and validly issued, fully paid and nonassessable, and
will be free of restrictions on transfer other than restrictions on transfer under
this Warrant and under applicable state and federal securities laws. Subject to
applicable restrictions on transfer, the issuance and delivery of this Warrant and
the




6











 






Warrant Shares issuable upon exercise or conversion of this Warrant are not
subject to any preemptive or other similar rights or any liens or encumbrances
except as specifically set forth in Company’s Certificate of Incorporation or this
Warrant. Assuming the truth and accuracy of Holder’s representations and
warranties set forth in Section 4(a), no registration under the Act is required for
the offer and sale of this Warrant or the issuance of the Warrant Shares, pursuant
to the terms of this Warrant, and neither Company nor any authorized agent acting
on its behalf has or will take any action hereafter that would cause the loss of
such exemption.




(v) No Conflict. Except for results which would not materially and
adversely affect the rights of the Holder under this Warrant, the execution,
delivery, and performance of this Warrant will not result in (A) any violation of,
be in conflict with, or constitute a default under, with or without the passage of
time or the giving of notice (1) any provision of Company’s Certificate of
Incorporation or by-laws; (2) any provision of any judgment, decree, or order to
which Company is a party, by which it is bound, or to which any of its material
assets are subject; (3) any contract, obligation, or commitment to which Company is
a party or by which it is bound; or (4) any statute, rule, or governmental
regulation applicable to Company, or (B) the creation of any lien, charge or
encumbrance upon any assets of Company.




(vi) Reports. Company has previously made available to Holder via the
Electronic Data-Gathering, Analysis, and Retrieval system of the Securities and
Exchange Commission (the “SEC”) complete and accurate copies, as amended or
supplemented, of its (A) Annual Report on Form 10-K for the fiscal year ended
December 31, 2009 and (B) all other reports filed by Company under Section 13 or
subsections (a) or (c) of Section 14 of the Securities Exchange Act of 1934 (as
amended, the “Exchange Act”) with the SEC since December 31, 2009 (such
reports are collectively referred to herein as the “Company Reports”). The
Company Reports constitute all of the documents required to be filed by Company
under Section 13 or subsections (a) or (c) of Section 14 of the Exchange Act with
the SEC from December 31, 2009 through the date of this Warrant. The Company
Reports complied in all material respects with the requirements of the Exchange Act
and the rules and regulations thereunder when filed. As of their respective dates
of filing with the SEC, the Company Reports did not contain any untrue statement of
a material fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein, in light of the circumstances under which
they were made, not misleading.



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5. Legends.





(a) Legend. Each certificate representing the Warrant Shares shall be endorsed
with substantially the following legend:




THE ISSUANCE OF THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED, AND NO SALE OR DISPOSITION MAY BE EFFECTED EXCEPT IN
COMPLIANCE WITH RULE 144 UNDER SAID ACT OR WITH AN EFFECTIVE REGISTRATION STATEMENT
RELATED THERETO OR AN OPINION OF COUNSEL FOR HOLDER, SATISFACTORY TO COMPANY, THAT
SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT OR RECEIPT OF A NO-ACTION LETTER TO
THAT EFFECT FROM THE SECURITIES AND EXCHANGE COMMISSION.




Company need not enter into its stock records a transfer of Warrant Shares unless the
conditions specified in the foregoing legend are satisfied. Company may also instruct its
transfer agent not to allow the transfer of any of the Warrant Shares unless the conditions
specified in the foregoing legend are satisfied.




(b) Removal of Legend and Transfer Restrictions. The legend relating to the
Act endorsed on a certificate pursuant to paragraph 5(a) of this Warrant shall be removed
and Company shall issue a certificate without such legend to Holder if (i) the Securities
are registered under the Act and a prospectus meeting the requirements of Section 10 of the
Act is available in connection with the offer an sale thereof or (ii) Holder provides to
Company an opinion of counsel for Holder reasonably satisfactory to Company, a no-action
letter or interpretive opinion of the staff of the SEC reasonably satisfactory to Company,
or other evidence reasonably satisfactory to Company, to the effect that public sale,
transfer or assignment of the Securities may be made without registration and without
compliance with any restriction such as Rule 144.


6. Condition of Transfer or Exercise of Warrant. It shall be a condition to any transfer
or exercise of this Warrant that at the time of such transfer or exercise, Holder shall provide
Company with a representation in writing that Holder or transferee is acquiring this Warrant and
the shares of Common Stock to be issued upon exercise for investment purposes only and not with a
view to any sale or distribution, or will provide Company with a statement of pertinent facts
covering any proposed distribution. As a further condition to any transfer of this Warrant or any
or all of the shares of Common Stock issuable upon exercise of this Warrant, other than a transfer
registered under the Act, Company may request a legal opinion, in form and substance satisfactory
to Company and its counsel, reciting the pertinent circumstances surrounding the proposed transfer
and stating that such transfer is exempt from the registration and prospectus delivery requirements
of the Act. Company shall not require Holder to provide an opinion of counsel if the transfer is
to an affiliate of Holder, provided that any such






8









 







transferee is an “accredited investor” within the meaning of Regulation D under the Act. As
further condition to each transfer, at the request of Company, Holder shall surrender this Warrant
to Company and the transferee shall receive and accept a Warrant, of like tenor and date, executed
by Company.



7. Adjustment for Certain Events. The number and kind of securities purchasable upon the
exercise of this Warrant and the Warrant Price shall be subject to adjustment from time to time
upon the occurrence of certain events, as follows:





(a) Reclassification or Merger. If (i) the securities issuable upon exercise of
this Warrant are changed into the same or a different number of securities of any other
class or classes by reclassification, capital reorganization or otherwise (other than a
change in par value, or from par value to no par value, or from no par value to par value,
or as a result of a subdivision or combination, or as otherwise provided for herein) (a
“Reclassification”), or (ii) Company merges with or into another corporation (other
than (x) a merger with another corporation in which Company is the acquiring and the
surviving corporation and which does not result in any reclassification or change of
outstanding securities issuable upon exercise of this Warrant or (y) an Acquisition), then,
in any such event, in lieu of the number of Warrant Shares which the Holder would otherwise
have been entitled to receive, the Holder shall have the right thereafter to exercise this
Warrant for a number of shares of such other class or classes of stock that a holder of the
number of securities deliverable upon exercise of this Warrant immediately before that
change would have been entitled to receive in such Reclassification or merger (as
applicable) all subject to further adjustment as provided herein with respect to such other
shares.




(b) Subdivision or Combination of Shares. If Company at any time while this
Warrant remains outstanding and unexpired shall subdivide or combine its outstanding shares
of Common Stock, the Warrant Price shall be proportionately decreased and the number of
Warrant Shares issuable hereunder shall be proportionately increased in the case of a
subdivision and the Warrant Price shall be proportionately increased and the number of
Warrant Shares issuable hereunder shall be proportionately decreased in the case of a
combination.




(c) Stock Dividends and Other Distributions. If Company at any time while this
Warrant is outstanding and unexpired shall (i) pay a dividend with respect to Common Stock
payable in Common Stock, then the Warrant Price shall be adjusted, from and after the date
of determination of stockholders entitled to receive such dividend or distribution, to that
price determined by multiplying the Warrant Price in effect immediately prior to such date
of determination by a fraction (A) the numerator of which shall be the total number of
shares of Common Stock outstanding immediately prior to such dividend or distribution, and
(B) the denominator of which shall be the total number of shares of Common Stock
outstanding immediately after such dividend or distribution; or (ii) make any other
distribution with respect to Common Stock (except any distribution



9









 






specifically provided for in Sections 7(a) and 7(b)), then, in each such case, provision
shall be made by Company such that Holder shall receive upon exercise of this Warrant a
proportionate share of any such dividend or distribution as though it were Holder of the
Warrant Shares as of the record date fixed for the determination of the stockholders of
Company entitled to receive such dividend or distribution.




(d) Adjustment of Number of Shares. Upon each adjustment in the Warrant Price,
the number of Warrant Shares purchasable hereunder shall be adjusted, to the nearest whole
share, to the product obtained by multiplying the number of Warrant Shares purchasable
immediately prior to such adjustment in the Warrant Price by a fraction, the numerator of
which shall be the Warrant Price immediately prior to such adjustment and the denominator
of which shall be the Warrant Price immediately thereafter.


8. Notice of Adjustments. Whenever any Warrant Price or the kind or number of
securities issuable under this Warrant shall be adjusted pursuant to Section 7 hereof, Company
shall prepare a certificate signed by an officer of Company setting forth, in reasonable detail,
the event requiring the adjustment, the amount of the adjustment, the method by which such
adjustment was calculated, and the Warrant Price and number or kind of shares issuable upon
exercise of this Warrant after giving effect to such adjustment, and shall cause copies of such
certificate to be mailed (by certified or registered mail, return receipt required, postage
prepaid) within thirty (30) days after such adjustment to Holder as set forth in Section 18
hereof.



9. Financial and Other Reports. If at any time prior to the earlier of the Expiration
Date and the complete exercise of this Warrant, Company is no longer subject to the reporting
requirements of Section 13 or Section 15(d) of the Exchange Act, Company shall furnish to Holder,
(a) quarterly unaudited consolidated and, if available, consolidating balance sheets, statements of
operations and cash flow statements within 45 days of each fiscal quarter end, certified by
Company’s president or chief financial officer, and (b) Company’s complete annual audited
consolidated and, if available, consolidating balance sheets, statements of operations and cash
flow statements certified by an independent certified public accountant selected by Company within
120 days of the fiscal year end.



10. Transferability of Warrant. This Warrant is transferable on the books of Company
at its principal office by the registered Holder hereof upon surrender of this Warrant properly
endorsed, subject to compliance with Section 6 and applicable U.S. federal and state securities
laws. Company shall issue and deliver to the transferee a new Warrant representing the Warrant so
transferred. Upon any partial transfer, Company will issue and deliver to Holder a new Warrant
with respect to the portion of the Warrant not so transferred. Holder shall not have any right to
transfer any portion of this Warrant to any direct competitor of Company, as determined by the
Board of Directors in good faith.





10









 







11. Reserved.



12. No Fractional Shares. Any fractional share of Common Stock otherwise owing to
Holder in connection with any exercise or conversion hereunder shall be rounded down to the nearest
whole share.



13. Charges, Taxes and Expenses. Subject to the provisions of Section 3(a) and 3(b)
related to the payment of transfer taxes, issuance of certificates for shares of Common Stock upon
the exercise or conversion of this Warrant shall be made without charge to Holder for any United
States or state of the United States documentary stamp tax or other incidental expense with
respect to the issuance of such certificate, all of which taxes and expenses shall be paid by
Company, and such certificates shall be issued in the name of Holder.



14. No Stockholder Rights Until Exercise. Except as expressly provided herein, this
Warrant does not entitle Holder to any voting rights or other rights as a stockholder of Company
prior to the exercise hereof.



15. Registry of Warrant. Company shall maintain a registry showing the name and
address of the registered Holder of this Warrant. This Warrant may be surrendered for exchange or
exercise, in accordance with its terms, at such office or agency of Company, and Company and
Holder shall be entitled to rely in all respects, prior to written notice to the contrary, upon
such registry.



16. Loss, Theft, Destruction or Mutilation of Warrant. Upon receipt by Company of
evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this
Warrant, and, in the case of loss, theft, or destruction, on delivery of an indemnity reasonably
satisfactory to Company in form and amount, and, if mutilated, upon surrender and cancellation of
this Warrant, Company will execute and deliver a new Warrant, having terms and conditions
substantially identical to this Warrant, in lieu hereof.



17. Miscellaneous.





(a) Issue Date. The provisions of this Warrant shall be construed and shall be
given effect in all respect as if it had been issued and delivered by Company on the date
hereof.




(b) Successors. This Warrant shall be binding upon any successors or assigns of
Company.




(c) Headings. The headings used in this Warrant are used for convenience only and
are not to be considered in construing or interpreting this Warrant.




(d) Saturdays, Sundays, Holidays. If the last or appointed day for the taking of
any action or the expiration of any right required or granted herein shall be a Saturday or
a Sunday or shall be a day on which banking institutions in the State



11









 







of New York are
authorized or required by law or other governmental action to close (a “Bank
Holiday”), then such action may be taken or such right may be
exercised on the next succeeding day that is not a Saturday, Sunday or Bank Holiday.




(e) Attorney’s Fees. In the event of any dispute between the parties concerning
the terms and provisions of this Warrant, the party prevailing in such dispute shall be
entitled to collect from the other party all costs incurred in such dispute, including
reasonable attorney’s fees.




(f) Amendment and Waiver. The provisions of this Warrant may be amended and the
Company may take any action herein prohibited, or omit to perform any act herein required
to be performed by it, only if the Company has obtained the written consent of the Holder
of this Warrant.


18. No Impairment.  Company will not, by amendment of its Certificate
of Incorporation or by-laws, or through any reorganization, consolidation, merger, sale of assets
or securities, or dissolution, avoid or seek to avoid the observance or performance of any of the
terms of this Warrant, and will at all times in good faith assist in the carrying out of all such
terms and in the taking of all such action as may be necessary or appropriate in order to protect
the rights of Holder hereof against such avoidance or other impairment.



19. Addresses. Any notice required or permitted hereunder shall be in writing and
shall be mailed by overnight courier, registered or certified mail, return receipt requested, and
postage prepaid, or otherwise delivered by hand or by messenger, addressed as set forth below, or
at such other address as Company or Holder hereof shall have furnished to the other party in
accordance with the delivery instructions set forth in this Section 19.




	 	 	 	 	 	 

	 

	 	If to Company:
	 	Oncothyreon Inc.

2601 Fourth Avenue, Suite 500

Seattle, WA 98121

Attn: President	 
	 
	 	 	 	 	 
	 

	 	With copies to:
	 	Michael Nordtvedt	 
	 

	 	 	 	c/o Wilson Sonsini Goodrich & Rosati, P.C.	 
	 

	 	 	 	701 Fifth Avenue, Suite 5100	 
	 

	 	 	 	Seattle, Washington 98104	 
	 
	 	 	 	 	 
	 

	 	If to Holder:
	 	 	 
	 

	 	 	 	 	 
	 

	 	 	 	 	 
	 

	 	 	 	 	 
	 

	 	 	 	Attn: 	 
	 

	 	 	 	 
	 
	 

	 	 	 	 	 










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	 	With copies to:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Attn: 	 	 
	 

	 	 	 	 
	 	 









If mailed by registered or certified mail, return receipt requested, and postage prepaid, notice
shall be deemed to be given three (3) days after being sent, and if sent by overnight courier, by
hand or by messenger, notice shall be deemed to be given when delivered (if on a business day, and
if not, on the next business day).



20. WAIVER OF JURY TRIAL. EACH OF THE PARTIES 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 WARRANT OR THE WARRANT
SHARES.



21. GOVERNING LAW. THIS WARRANT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK.




[Remainder of page intentionally left blank]






13









 








          IN WITNESS WHEREOF, Company has caused this Warrant to be executed by its officer thereunto
duly authorized.



	 	 	 	 	 
	 	ONCOTHYREON INC.

 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 


Dated as of _________, ___, 2011




GE WARRANT

SIGNATURE PAGE







 









 








NOTICE OF EXERCISE





	To: 	 	 Oncothyreon Inc.

2601 Fourth Avenue, Suite 500

Seattle, WA 98121






	1.	 	The undersigned Warrantholder (“Holder”) elects to acquire shares of the Common Stock (the
“Common Stock”) of Oncothyreon Inc. (the “Company”), pursuant to the terms of the Stock
Purchase Warrant dated __________ ____, 2011 (the “Warrant”).






	2.	 	Holder exercises its rights under the Warrant as set forth below:






	 	(      ) 	 	 Holder elects to purchase _____________
shares of Common Stock as provided in Section 3(a) and tenders herewith
payment in accordance with Section 3(a) of the Warrant in the amount of
$___________ as payment of the purchase price.






	 	(      ) 	 	Holder elects to convert the purchase rights
for _______________ shares into shares of Common Stock as provided in Section
3(b) of the Warrant.






X = the number of Warrant Shares to be issued to Holder.




Y = the number of Warrant Shares then being purchased (as set forth in the Notice
of Exercise).




A = the Fair Market Value of one share of Company’s Common Stock (as determined
pursuant to Section 3(c)).




B = Warrant Price.




	3.	 	Holder surrenders the Warrant with this Notice of Exercise.




Holder represents that it is acquiring the aforesaid shares of Common Stock for investment and not
with a view to or for resale in connection with distribution and that Holder has no present
intention of distributing or reselling the shares.



Please issue a certificate representing the shares of the Common Stock in the name of Holder or in
such other name as is specified below:






 









 








	 	 	 	 	 
	 	 	 
	 	Name:  	
 	 
	 	Address: 	       	 
	 	Taxpayer I.D.: 	 	 
	 



	 	 	 	 	 
	 	[NAME OF HOLDER]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 


Date: _______ ___, 20__