Exhibit 10.03
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD,
EXCHANGED, HYPOTHECATED OR TRANSFERRED IN ANY MANNER EXCEPT PURSUANT TO A
REGISTRATION OR AN EXEMPTION FROM SUCH REGISTRATION.
PURCHASE WARRANT
Issued to:
Exercisable to Purchase
________ Shares of Common Stock
of
SONUS PHARMACEUTICALS, INC.
Void after August 15, 2010
This is to certify that, for the value described herein and subject to the terms
and conditions set forth below, the Warrantholder is entitled to purchase, and
the Company promises and agrees to sell and issue to the Warrantholder, at any
time on or after August 15, 2005 (the "Effective Date"), pursuant to Section 3
hereof, up to
shares of the Company's Common Stock at the Exercise
Price.
This Warrant certificate is issued subject to the following terms and
conditions:
1.
DEFINITIONS OF CERTAIN TERMS.
EXCEPT
AS MAY BE OTHERWISE CLEARLY REQUIRED BY THE CONTEXT, THE FOLLOWING TERMS HAVE
THE FOLLOWING MEANINGS:
(A)
"COMMON STOCK" MEANS THE COMMON STOCK,
$0.001 PAR VALUE, OF THE COMPANY.
(B)
"COMPANY" MEANS SONUS PHARMACEUTICALS, INC.,
A DELAWARE CORPORATION.
(C)
"EFFECTIVE DATE" HAS THE MEANING SET FORTH
IN THE PREAMBLE TO THIS AGREEMENT.
(D)
"EXERCISE PERIOD" MEANS THE PERIOD OF TIME
COMMENCING ON THE EFFECTIVE DATE AND ENDING AT 5 P.M. PACIFIC STANDARD TIME ON
THE EARLIER OF (I) THE FIFTH ANNIVERSARY OF THE EFFECTIVE DATE OR (II) THE TENTH
DAY FOLLOWING RECEIPT OF A MANDATORY EXERCISE NOTICE FROM THE COMPANY WITH
RESPECT TO ALL SHARES OF COMMON STOCK REMAINING AS EXERCISABLE UNDER THE
WARRANT; PROVIDED, THAT IF THE NUMBER OF SHARES EXERCISABLE UNDER THE WARRANT IS
LIMITED BY SECTION 9, THEN THE EXERCISE PERIOD SHALL BE THE FIFTH ANNIVERSARY OF
THE EFFECTIVE DATE.
(E)
"EXERCISE PRICE" MEANS THE PRICE AT WHICH
THE WARRANTHOLDER MAY PURCHASE ONE SHARE UPON EXERCISE OF WARRANTS AS DETERMINED
FROM TIME TO TIME PURSUANT TO THE PROVISIONS HEREOF.
THE INITIAL EXERCISE PRICE
IS $4.15 PER SHARE, WHICH IS EQUAL TO 110% OF THE PURCHASE PRICE PER SHARE OF
COMMON STOCK PAID BY WARRANTHOLDER UNDER THE SECURITIES PURCHASE AGREEMENT.
(F)
"MANDATORY EXERCISE NOTICE" MEANS THE
NOTICE DELIVERED BY THE COMPANY TO THE WARRANTHOLDER ADVISING THE WARRANTHOLDER
THAT THE CLOSING SALE PRICE OF THE COMPANY'S COMMON STOCK, AS REPORTED BY THE
NASDAQ NATIONAL MARKET OR OTHER SECURITIES EXCHANGE ON WHICH THE COMPANY'S
COMMON STOCK IS THEN LISTED, HAS BEEN EQUAL TO OR GREATER THAN THE PERCENTAGE OF
THE EXERCISE PRICE (AS ADJUSTED FOR SPLITS, REVERSE SPLITS, STOCK DIVIDENDS,
SHARE COMBINATIONS AND THE LIKE) SET FORTH IN SECTION 3(B) FOR TWENTY (20)
CONSECUTIVE TRADING DAYS OUT OF ANY 30 CONSECUTIVE TRADING DAY PERIOD.
(G)
"SECURITIES ACT" MEANS THE SECURITIES ACT OF
1933, AS AMENDED.
(H)
"SECURITIES PURCHASE AGREEMENT" MEANS THE
SECURITIES PURCHASE AGREEMENT DATED AS OF AUGUST 15, 2005 AMONG THE COMPANY AND
THE INVESTORS REFERENCED THEREIN.
2
(I)
"SHARE" OR "SHARES" REFERS TO ONE OR
MORE SHARES OF COMMON STOCK ISSUABLE ON