Exhibit 10.2
The securities represented by this certificate have not been registered under
the Securities Act of 1933, as amended, or registered or qualified under any
state securities laws.
The securities may not be sold, transferred, pledged or
hypothecated unless such sale, transfer, pledge or hypothecation is in
accordance with such Act and applicable state securities laws.
WARRANT NO.
to Purchase Common Stock of
GENAISSANCE PHARMACEUTICALS, INC.
THIS WARRANT IS TO CERTIFY THAT
, a
corporation (the "Holder"), is entitled to purchase from Genaissance
Pharmaceuticals, Inc., a Delaware corporation (the "Company"),
shares of Common Stock of the Company (the "Common Stock") for the Exercise
Price described herein upon the terms and conditions set forth herein.
This
warrant is being issued by the Company in connection with the closing of a sale
to the Holder of
shares of Common Stock and is one of a series
of common stock purchase warrants (collectively, the "November 2004 Warrants")
issued in connection with the sale by the Company of up to approximately $6.0
million worth of Common Stock.
SECTION 1.
CERTAIN DEFINITIONS.
(A) UNLESS OTHERWISE STATED IN THIS WARRANT, CAPITALIZED TERMS USED BUT NOT
DEFINED HEREIN SHALL HAVE THE MEANINGS SET FORTH IN THAT CERTAIN SECURITIES
PURCHASE AGREEMENT, DATED AS OF THE DATE HEREOF, BETWEEN THE COMPANY AND THE
HOLDER.
(B) AS USED IN THIS WARRANT, CAPITALIZED TERMS USED HEREIN SHALL HAVE THE
FOLLOWING MEANINGS:
"Expiration Date" shall mean November 19, 2009.
"Securities Act" shall mean the Securities Act of 1933, as amended.
"Warrant" shall mean this Warrant and any warrant(s) issued in substitution for
this Warrant.
"Warrantholder" shall mean the Holder, as the initial holder of this Warrant,
and any Affiliate of the Holder to whom this Warrant has been transferred in
accordance with Section 10 hereof.
SECTION 2.
WARRANT SHARES; EXERCISE PRICE.
(A) THIS WARRANT MAY BE EXERCISED IN ACCORDANCE WITH SECTION 3 FOR UP TO
SHARES OF COMMON STOCK (SUCH SHARES, AS MAY BE ADJUSTED FROM TIME
TO TIME PURSUANT TO SECTION 4, ARE REFERRED TO HEREIN AS THE "WARRANT SHARES").
(B) THE EXERCISE PRICE FOR EACH WARRANT SHARE IS $1.69 (SUCH PRICE, AS MAY BE
ADJUSTED FROM TIME TO TIME PURSUANT TO SECTION 4, IS REFERRED TO HEREIN AS THE
"EXERCISE PRICE").
Section 3.
Exercise of Warrant.
(A)(I) SUBJECT TO SECTIONS 3(B) AND CLAUSE 3(A)(II) BELOW, THE WARRANTHOLDER MAY
EXERCISE THIS WARRANT, IN WHOLE BUT NOT IN PART, AT ANY TIME BEGINNING ON THE
DATE HEREOF UNTIL AND INCLUDING THE EXPIRATION DATE; PROVIDED, HOWEVER, THAT THE
MINIMUM NUMBER OF WARRANTS SHARES SUBJECT TO ANY EXERCISE NOTICE SHALL BE
25,000.
IN THE EVENT THIS WARRANT IS EXERCISED IN PART, THE COMPANY, AT ITS
EXPENSE, WILL CAUSE TO BE ISSUED IN THE NAME OF, AND DELIVERED TO, THE HOLDER A
NEW WARRANT OR WARRANTS (DATED THE DATE HEREOF) OF LIKE TENOR, CALLING IN THE
AGGREGATE ON THE FACE OR FACES THEREOF FOR THE NUMBER OF WARRANT SHARES EQUAL
(WITHOUT GIVING EFFECT TO ANY ADJUSTMENT THEREIN) TO THE NUMBER OF SUCH SHARES