Exhibit 10.3
NEITHER THESE SECURITIES NOR THE SECURITIES FOR WHICH THESE SECURITIES ARE
EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR
THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN
AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE
SECURITIES OR BLUE SKY LAWS.
THESE SECURITIES AND THE SECURITIES ISSUABLE UPON
EXERCISE OF THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE
MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY SUCH
SECURITIES.
ARENA PHARMACEUTICALS, INC.
WARRANT
Warrant No.
Dated: December 24, 2003
Arena Pharmaceuticals, Inc., a Delaware corporation (the "Company"), hereby
certifies that, for value received,
or its registered assigns (the
"Holder"), is entitled to purchase from the Company up to a total of
shares of common stock, $0.0001 par value per share (the
"Common Stock"), of the Company (each such share, a "Warrant Share" and all such
shares, the "Warrant Shares") at an exercise price equal to $10 per share (as
adjusted from time to time as provided in Section 9, the "Exercise Price"), at
any time and from time to time from and after the date hereof and through and
including the seven (7) year anniversary of the date hereof (the "Expiration
Date"), and subject to the following terms and conditions.
This Warrant (this
"Warrant") is one of a series of similar warrants issued pursuant to that
certain Securities Purchase Agreement, dated as of the date hereof, by and among
the Company and the Purchasers identified therein (the "Purchase Agreement").
All such warrants are referred to herein, collectively, as the "Warrants."
1.
DEFINITIONS.
IN ADDITION TO THE TERMS DEFINED ELSEWHERE IN THIS
WARRANT, CAPITALIZED TERMS THAT ARE NOT OTHERWISE DEFINED HEREIN HAVE THE
MEANINGS GIVEN TO SUCH TERMS IN THE PURCHASE AGREEMENT.
2.
REGISTRATION OF WARRANT.
THE COMPANY SHALL REGISTER THIS
WARRANT, UPON RECORDS TO BE MAINTAINED BY THE COMPANY FOR THAT PURPOSE (THE
"WARRANT REGISTER"), IN THE NAME OF THE RECORD HOLDER HEREOF FROM TIME TO TIME.
THE COMPANY MAY DEEM AND TREAT THE REGISTERED HOLDER OF THIS WARRANT AS THE
ABSOLUTE OWNER HEREOF FOR THE PURPOSE OF ANY EXERCISE HEREOF OR ANY DISTRIBUTION
TO THE HOLDER, AND FOR ALL OTHER PURPOSES, ABSENT ACTUAL NOTICE TO THE CONTRARY.
3.
REGISTRATION OF TRANSFERS.
SUBJECT TO SECTION 4.1 OF THE
PURCHASE AGREEMENT, THE COMPANY SHALL REGISTER THE TRANSFER OF ANY PORTION OF
THIS WARRANT IN THE WARRANT REGISTER, UPON
surrender of this Warrant, with the Form of Assignment attached hereto duly
completed and signed, to the Transfer Agent or to the Company at its address
specified herein.
Upon any such registration or transfer, a new warrant to
purchase Common Stock, in substantially the form of this Warrant (any such