Exhibit 10.8
NEITHER THIS SECURITY NOR THE SECURITY INTO WHICH THIS SECURITY IS 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, 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 LAWS AS
EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE
SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.
Warrant No.
Warrants
Void after 5:00 p.m., Eastern Standard Time on December 12, 2012
COMMON STOCK
PURCHASE WARRANT
OF
VIRIUM PHARMACEUTICALS INC.
VIRIUM PHARMACEUTICALS INC., A NEW YORK CORPORATION (THE "COMPANY"), HEREBY
CERTIFIES THAT, FOR VALUE RECEIVED,
(THE "WARRANT HOLDER") IS
THE OWNER OF THE NUMBER OF COMMON STOCK PURCHASE WARRANTS ("WARRANTS") SPECIFIED
ABOVE, EACH OF WHICH ENTITLES THE HOLDER THEREOF TO PURCHASE, AT ANY TIME DURING
THE PERIOD COMMENCING ON THE COMMENCEMENT DATE (AS DEFINED HEREIN) AND ENDING ON
THE EXPIRATION DATE (AS DEFINED HEREIN), ONE FULLY PAID AND NON-ASSESSABLE SHARE
OF COMMON STOCK, PAR VALUE $0.001 PER SHARE, OF THE COMPANY (THE "COMMON STOCK")
AT A PURCHASE PRICE EQUAL TO THE EXERCISE PRICE (AS DEFINED BELOW) IN LAWFUL
MONEY OF THE UNITED STATES OF AMERICA IN CASH, SUBJECT TO ADJUSTMENT AS
HEREINAFTER PROVIDED.
1.
WARRANT; EXERCISE PRICE.
1.1
THIS WARRANT IS ISSUED PURSUANT TO A
SUBSCRIPTION AGREEMENT DATED AS OF THE DATE HEREOF, BY AND AMONG THE COMPANY AND
THE SUBSCRIBERS SET FORTH THEREIN (THE "SUBSCRIPTION AGREEMENT").
1.2
EACH WARRANT SHALL ENTITLE THE WARRANT
HOLDER TO PURCHASE ONE SHARE OF COMMON STOCK OF THE COMPANY (INDIVIDUALLY, A
"WARRANT SHARE" SEVERALLY, THE "WARRANT SHARES").
1.3
THE PURCHASE PRICE PAYABLE UPON EXERCISE OF
EACH WARRANT ("EXERCISE PRICE") SHALL INITIALLY BE $1.00. THE EXERCISE PRICE AND
NUMBER OF WARRANT SHARES PURCHASABLE PURSUANT TO EACH WARRANT ARE SUBJECT TO
ADJUSTMENT AS PROVIDED IN SECTION 8.
2.
EXERCISE OF
WARRANT; EXPIRATION DATE.
2.1
THIS WARRANT IS EXERCISABLE AT ANY TIME AND
FROM TIME TO TIME COMMENCING THE DATE HEREOF ("COMMENCEMENT DATE") AND ENDING AT
5:00 P.M., EASTERN TIME ON DECEMBER 12, 2012 (THE "EXPIRATION DATE"), IN WHOLE
OR FROM TIME TO TIME IN PART, AT THE OPTION OF THE WARRANT HOLDER, UPON
SURRENDER OF THIS WARRANT TO THE COMPANY TOGETHER WITH A DULY COMPLETED NOTICE
OF EXERCISE IN THE FORM ATTACHED HERETO AND PAYMENT OF AN AMOUNT EQUAL TO THE
THEN APPLICABLE EXERCISE PRICE MULTIPLIED BY THE NUMBER OF WARRANT SHARES THEN
BEING PURCHASED UPON SUCH EXERCISE.
2.2
EACH EXERCISE OF THIS WARRANT SHALL BE
DEEMED TO HAVE BEEN EFFECTED IMMEDIATELY PRIOR TO THE CLOSE OF BUSINESS ON THE
DAY ON WHICH THIS WARRANT SHALL HAVE BEEN SURRENDERED TO THE COMPANY AS PROVIDED
IN SECTION 2.1.
AT SUCH TIME, THE PERSON OR PERSONS IN