DEFINED IN THE SECURITIES PURCHASE AGREEMENT), THE SPA
SECURITIES AND THE REGISTRATION RIGHTS AGREEMENT, AT LAW OR IN EQUITY (INCLUDING
A DECREE OF SPECIFIC PERFORMANCE AND/OR OTHER INJUNCTIVE RELIEF), AND NOTHING
HEREIN SHALL LIMIT THE RIGHT OF THE HOLDER OF THIS WARRANT RIGHT TO PURSUE
ACTUAL DAMAGES FOR ANY FAILURE BY THE COMPANY TO COMPLY WITH THE TERMS OF THIS
WARRANT. THE COMPANY ACKNOWLEDGES THAT A BREACH BY IT OF ITS OBLIGATIONS
HEREUNDER WILL CAUSE IRREPARABLE HARM TO THE HOLDER OF THIS WARRANT AND THAT THE
REMEDY AT LAW FOR ANY SUCH BREACH MAY BE INADEQUATE.
THE COMPANY THEREFORE
AGREES THAT, IN THE EVENT OF ANY SUCH BREACH OR THREATENED BREACH, THE HOLDER OF
THIS WARRANT SHALL BE ENTITLED, IN ADDITION TO ALL OTHER AVAILABLE REMEDIES, TO
AN INJUNCTION RESTRAINING ANY BREACH, WITHOUT THE NECESSITY OF SHOWING ECONOMIC
LOSS AND WITHOUT ANY BOND OR OTHER SECURITY BEING REQUIRED.
14.
TRANSFER.
THIS WARRANT MAY NOT BE OFFERED FOR SALE, SOLD,
TRANSFERRED OR ASSIGNED WITHOUT THE CONSENT OF THE COMPANY, EXCEPT TO
"ACCREDITED INVESTORS" AS THAT TERM IS DEFINED IN RULE 501(A) OF REGULATION D AS
PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND AS MAY OTHERWISE
BE REQUIRED BY SECTION 2(I) OF THE SECURITIES PURCHASE AGREEMENT.
15.
CERTAIN DEFINITIONS.
FOR PURPOSES OF THIS WARRANT, THE FOLLOWING
TERMS SHALL HAVE THE FOLLOWING MEANINGS:
(A)
"AVII" MEANS AVI BIOPHARMA, INC., AN OREGON CORPORATION.
(B)
"AVII COMMON STOCK" MEANS (I) THE COMMON STOCK, PAR VALUE $.0001
PER SHARE, OF AVII AND (II) ANY CAPITAL STOCK INTO WHICH SUCH AVII COMMON STOCK
SHALL HAVE BEEN CHANGED OR ANY CAPITAL STOCK RESULTING FROM A RECLASSIFICATION
OF SUCH AVII COMMON STOCK.
(C)
"BLOOMBERG" MEANS BLOOMBERG FINANCIAL MARKETS.
(D)
"BUSINESS DAY" MEANS ANY DAY OTHER THAN SATURDAY, SUNDAY OR OTHER
DAY ON WHICH COMMERCIAL BANKS IN THE CITY OF NEW YORK ARE AUTHORIZED OR REQUIRED
BY LAW TO REMAIN CLOSED.
(E)
"CLOSING BID PRICE" AND "CLOSING SALE PRICE" MEANS, FOR ANY
SECURITY AS OF ANY DATE, THE LAST CLOSING BID PRICE AND LAST CLOSING TRADE
PRICE, RESPECTIVELY, FOR SUCH SECURITY ON THE PRINCIPAL MARKET, AS REPORTED BY
BLOOMBERG, OR, IF THE PRINCIPAL MARKET BEGINS TO OPERATE ON AN EXTENDED HOURS
BASIS AND DOES NOT DESIGNATE THE CLOSING BID PRICE OR THE CLOSING TRADE PRICE,
AS THE CASE MAY BE, THEN THE LAST BID PRICE OR LAST TRADE PRICE, RESPECTIVELY,
OF SUCH SECURITY PRIOR TO 4:00:00 P.M., NEW YORK CITY TIME, AS REPORTED BY
BLOOMBERG, OR, IF THE PRINCIPAL MARKET IS NOT THE PRINCIPAL SECURITIES EXCHANGE
OR TRADING MARKET FOR SUCH SECURITY, THE LAST CLOSING BID PRICE OR LAST TRADE
PRICE, RESPECTIVELY, OF SUCH SECURITY ON THE PRINCIPAL SECURITIES EXCHANGE OR
TRADING MARKET WHERE SUCH SECURITY IS LISTED OR TRADED AS REPORTED BY BLOOMBERG,
OR IF THE FOREGOING DO NOT APPLY, THE LAST CLOSING BID PRICE OR LAST TRADE
PRICE, RESPECTIVELY, OF SUCH SECURITY IN THE OVER-THE-COUNTER MARKET ON THE
ELECTRONIC BULLETIN BOARD FOR SUCH SECURITY AS REPORTED BY BLOOMBERG, OR, IF NO
CLOSING BID PRICE OR