ANY PERSON WITHOUT THE CONSENT OF THE COMPANY; PROVIDED, THAT, IN THE
CASE OF A TRANSFER TO A PERSON THAT IS NOT AN AFFILIATE OF THE WARRANTHOLDER,
(I) THE TRANSFER IS IN DENOMINATIONS OF NO LESS THAN THE RIGHT TO ACQUIRE 50,000
WARRANT SHARES (AS ADJUSTED FOR ANY STOCK SPLIT, STOCK DIVIDEND,
RECAPITALIZATION OR OTHERWISE), AND (II) IF NO DEFAULT OR EVENT OF DEFAULT HAS
OCCURRED, SUCH PERSON IS NOT A FOR-PROFIT COMPANY ENGAGED IN THE BUSINESS OF
RESEARCHING (INCLUDING, WITHOUT LIMITATION, CONTRACT RESEARCH ORGANIZATIONS),
DEVELOPING AND/OR COMMERCIALIZING PHARMACEUTICAL OR BIOTECHNOLOGY PRODUCTS OR
SERVICES THAT ARE THEN COMPETITIVE WITH PRODUCTS OR SERVICES OF THE COMPANY OR
LARK.
ANY SUCH TRANSFER SHALL BE MADE BY SURRENDER OF THIS WARRANT TO THE
OFFICE OR AGENCY OF THE COMPANY AT WHICH THIS WARRANT IS EXERCISABLE, BY THE
REGISTERED HOLDER HEREOF BY ITS DULY AUTHORIZED ATTORNEY, AND UPON SURRENDER OF
THIS WARRANT TOGETHER WITH THE ASSIGNMENT HEREOF PROPERLY ENDORSED, A NEW
WARRANT SHALL BE ISSUED AND DELIVERED BY THE COMPANY, REGISTERED IN THE NAME OF
THE TRANSFEREE.
UPON SUCH SURRENDER, THE COMPANY SHALL TREAT THE ASSIGNEE AS
THE OWNER HEREOF (TO THE EXTENT OF SUCH TRANSFER) FOR ALL PURPOSES.
SECTION 13.
ADDITIONAL PROTECTION.
IF, AT ANY TIME, THE COMPANY SHALL ISSUE
ANY WARRANTS OR OTHER RIGHTS TO ACQUIRE SECURITIES OF THE COMPANY, OR ADJUST THE
RIGHTS OF ANY NOW OR HEREAFTER EXISTING WARRANTS, SO THAT THE TERMS AND
CONDITIONS THEREOF ARE IN ANY WAY SUPERIOR TO THE TERMS AND CONDITIONS OF THIS
WARRANT, THEN, AND IN EACH SUCH INSTANCE, THIS WARRANT SHALL, AUTOMATICALLY AND
WITHOUT FURTHER ACTION OR DEED BY THE COMPANY OR ANY HOLDER OF THIS WARRANT, BE
ADJUSTED TO HAVE SUCH SUPERIOR TERMS AND CONDITIONS, WHICH ADJUSTMENT SHALL BE
IMMEDIATELY EFFECTIVE.
THE COMPANY SHALL CAUSE THIS WARRANT TO BE AMENDED AS
APPROPRIATE, BUT SUCH AMENDMENT SHALL NOT BE A PRE-REQUISITE TO THE
EFFECTIVENESS OF ANY ADJUSTMENT REQUIRED BY THIS SECTION 13.
AT LEAST FIFTEEN
(15) DAYS IN ADVANCE THEREOF, THE COMPANY SHALL PROVIDE WRITTEN NOTICE TO THE
HOLDERS OF THE APRIL 2005 WARRANTS OF ANY ISSUANCE OR ADJUSTMENT GIVING RISE TO
AN ADJUSTMENT TO THIS WARRANT HEREUNDER.
THE COMPANY SHALL NOT TAKE ANY ACTION
THAT IMPAIRS, RESTRICTS OR OTHERWISE COMPROMISES THE RIGHTS OF, OR THE COMPANY'S
ABILITY TO PERFORM ITS OBLIGATIONS WITH RESPECT TO, THE APRIL 2005 WARRANTS AND
THE WARRANTHOLDERS.
SECTION 14.
LOSS, DESTRUCTION, ETC. OF WARRANT.
UPON RECEIPT OF EVIDENCE
REASONABLY SATISFACTORY TO THE COMPANY OF THE LOSS, THEFT, DESTRUCTION OR
MUTILATION OF THIS WARRANT AND, IN THE CASE OF ANY SUCH MUTILATION, UPON
SURRENDER AND CANCELLATION OF THIS WARRANT, THE COMPANY WILL MAKE AND DELIVER,
IN LIEU OF SUCH LOST, STOLEN, DESTROYED OR MUTILATED WARRANT, A NEW WARRANT OF
LIKE TENOR AND REPRESENTING THE RIGHT TO PURCHASE THE WARRANT SHARES.
SECTION 15.
AMENDMENTS.
THE TERMS OF THIS WARRANT MAY BE AMENDED, AND THE
OBSERVANCE OF ANY TERM HEREIN MAY BE WAIVED (EITHER GENERALLY OR IN A PARTICULAR
INSTANCE AND EITHER RETROACTIVELY OR PROSPECTIVELY), UPON WRITTEN CONSENT OF THE
COMPANY