-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SDhxou+7zmFWtGixxA7dhw9EaVP66PN+8KEDFeE8wPFGstn9aiefu724iCc3DXxv CVgVdhhCvTF7p2YwmV6cHQ== 0000950130-98-000092.txt : 19980112 0000950130-98-000092.hdr.sgml : 19980112 ACCESSION NUMBER: 0000950130-98-000092 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980109 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: INNOVIR LABORATORIES INC CENTRAL INDEX KEY: 0000901099 STANDARD INDUSTRIAL CLASSIFICATION: IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES [2835] IRS NUMBER: 133536290 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-46585 FILM NUMBER: 98503836 BUSINESS ADDRESS: STREET 1: 510 E 73RD ST CITY: NEW YORK STATE: NY ZIP: 10021 BUSINESS PHONE: 2122494703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: VIMRX PHARMACEUTICALS INC CENTRAL INDEX KEY: 0000864009 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 061192468 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 2751 CENTERVILLE RD, STE 210 STREET 2: LITTLE FALL II CITY: WILMINGTON STATE: DE ZIP: 19808 BUSINESS PHONE: 3029981734 MAIL ADDRESS: STREET 1: 2751 CENTERVILLE RD, STE 210 STREET 2: LITTLE FALL II CITY: WILMINGTON STATE: DE ZIP: 19808 SC 13D/A 1 SCHEDULE 13D AMENDMENT NO. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* INNOVIR LABORATORIES, INC. -------------------------------------------- (Name of Issuer) COMMON STOCK, $.013 PAR VALUE ----------------------------------------------------------------- (Title of Class of Securities) 457644106 -------------------------------------- (CUSIP Number) Mr. Francis M. O'Connell Vice President, Finance VIMRx Pharmaceuticals Inc. 2751 Centerville Road, Suite 210 Wilmington, Delaware 19808 (302) 998-1734 - ------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 31, 1997 - ------------------------------------------------------------------------------- (Date of Event Which Requires Filing of This Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box. [ ] Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. (Continued on following pages) (Page 1 of 5 Pages) _______________________ *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 (the "Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Page 2 of 5 Pages SCHEDULE 13D CUSIP No. 457644106 - ------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON VIMRx Pharmaceuticals Inc. 06-1192468 - ------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] - ------------------------------------------------------------------------------- 3. SEC USE ONLY - ------------------------------------------------------------------------------- 4. SOURCE OF FUNDS WC See Item 3. - ------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) [ ] - ------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ------------------------------------------------------------------------------- NUMBER OF 7. SOLE VOTING POWER SHARES 28,747,102 ----------------------------------------------------------------- BENEFICIALLY 8. SHARED VOTING POWER OWNED BY EACH 0 ----------------------------------------------------------------- REPORTING 9. SOLE DISPOSITIVE POWER PERSON WITH 26,247,102 ----------------------------------------------------------------- 10. SHARED DISPOSITIVE POWER 0 - ------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 26,247,102 See Item 5(a). - ------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X] - ------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 71.3% - ------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON CO - ------------------------------------------------------------------------------- Page 3 of 5 Pages ITEM 1. SECURITY AND ISSUER. The securities to which this Amendment No. 1 to Schedule 13D relate are shares of Common Stock, $.013 par value per share (the "Issuer Common Stock"), of Innovir Laboratories, Inc., a corporation organized under the laws of Delaware (the "Issuer"). The address of the Issuer's principal executive office is 510 East 73rd Street, New York, New York 10021. ITEM 2. IDENTITY AND BACKGROUND. The person filing this statement is VIMRx Pharmaceuticals Inc., a corporation organized under the laws of the State of Delaware ("VIMRx"). VIMRx is a biotechnology company comprised of a diverse portfolio of companies, technologies and compounds. The address of VIMRx's principal business and principal office is 2751 Centerville Road, Suite 210, Wilmington, Delaware 19808. During the last five years, VIMRx has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), and has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which proceeding VIMRx was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. On December 31, 1997 VIMRx paid the Issuer $2,000,000 from VIMRx's working capital to acquire an additional 5,080,436 shares of Issuer Common Stock and warrants to purchase 1,000,000 shares of Issuer Common Stock at a price of $.39 per share. ITEM 4. PURPOSE OF TRANSACTION. The 5,080,436 shares of Issuer Common Stock and warrants to purchase 1,000,000 shares of Issuer Common Stock were acquired by VIMRx to provide working capital necessary for Issuer's continuing operations. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) VIMRx beneficially owns 26,247,102 shares of Issuer Common Stock (including (i) 2,000,000 shares of Issuer Common Stock issuable upon exercise of warrants, 1,000,000 of which were issued to VIMRx by the Issuer in December, 1996 and the 1,000,000 balance of which were issued to VIMRx by the Issuer in December, 1997, (ii) 1,000,000 shares of Issuer Common Stock acquired upon the exercise by VIMRx of warrants in August, 1997, such warrants having been issued to VIMRx by the Issuer in December, 1996, (iii) 8,666,666 shares of Issuer Common Stock acquired by VIMRx upon the conversion by VIMRx of 8,666,666 shares of Issuer Preferred Stock) representing approximately 71.3% of the outstanding shares of Issuer Common Stock based upon the 36,831,436 shares of Issuer Common Stock outstanding (including the 2,000,000 warrants for the purchase of Issuer Common Stock held by VIMRx). In addition, VIMRx holds a proxy to vote 2,500,000 shares of Issuer Common Stock owned by the Aries Fund, a Cayman Island Trust and the Aries Domestic Fund, L.P. a Delaware limited partnership (beneficial ownership of such shares is disclaimed by VIMRx). (b) VIMRx has sole power to vote or to direct the vote of 28,747,102 shares of Issuer Common Stock and has sole power to dispose of or direct the disposition of 26,247,102 of such shares. (c) No transactions in shares of Issuer Common Stock were effected by VIMRx during the past 60 days other than acquisition by VIMRx on December 31, 1997 of 5,080,436 shares of Issuer Common Stock and warrants to purchase 1,000,000 shares of Issuer Common Stock. Page 4 of 5 Pages (d) Not applicable. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Pursuant to an agreement (the "Agreement") dated December 31, 1997 by and between VIMRx and the Issuer, the Issuer may require, from time to time, through December 31, 1999, VIMRx to acquire from the Issuer up to $5,000,000 of Issuer Common Stock at a purchase price equal to the lower of (i) the average closing bid price per share of Issuer Common Stock during the preceding fifteen (15) days and (ii) $1.30. VIMRx shall not be required to purchase Issuer Common Stock pursuant to the Agreement in the event that VIMRx ceases to own at least 50% of the outstanding shares of Issuer Common Stock. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. 1. Copy of Agreement dated December 31, 1997 by and among VIMRx and the Issuer and Exhibits thereto. Page 5 of 5 Pages SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: January 8, 1997 VIMRx PHARMACEUTICALS INC. By: /s/ Francis M. O'Connell ---------------------------------------- Francis M. O'Connell Vice President, Finance AGREEMENT --------- This Agreement (the "Agreement") is made as of the 31st day of December, 1997 by and between VIMRx Pharmaceuticals Inc., a Delaware corporation with offices at 2751 Centerville Road, Wilmington, Delaware 19808 ("VIMRx"), and Innovir Laboratories, Inc., a Delaware corporation with offices at 510 East 73rd Street, New York, New York 10021 ("Innovir"). R E C I T A L S - - - - - - - - WHEREAS, Innovir has requested that VIMRx make an equity investment in Innovir of $2,000,000 at this time and, based upon the cash requirements of Innovir, up to an additional $5,000,000 during the next two years; and WHEREAS, VIMRx is willing to make such equity investments upon the terms and conditions set forth herein. NOW, THEREFORE, Innovir and VIMRx hereby agree as follows: 1. Purchase of Common Stock and Issuance of Warrants. ------------------------------------------------- (a) Initial Purchase of Common Stock. Simultaneously with the -------------------------------- execution and delivery hereof, VIMRx shall pay $2,000,000 to Innovir as the aggregate purchase price for, and Innovir shall cause the issuance to VIMRx of, 5,080,436 shares of the common stock, $.013 par value per share (the "Common Stock"), of Innovir. (b) Subsequent Purchases of Common Stock. During the two-year ------------------------------------ period commencing on the date hereof, Innovir shall have the right to deliver periodically to VIMRx a notice stating the amount of cash reasonably required by Innovir from VIMRx. Within fifteen days after its receipt of each such notice, VIMRx shall pay such amount to Innovir and Innovir shall thereafter promptly cause the issuance to VIMRx of such number of shares of Common Stock as shall equal the quotient of the amount then paid by VIMRX to Innovir divided by the lower of (i) the average closing bid price per share of the Common Stock for the fifteen trading days immediately preceding the date such notice is given and (ii) $1.30; provided, however, that in no event shall VIMRx be required to pay -------- ------- Innovir more than $5,000,000 in the aggregate pursuant to this Section 1(b); and provided, further, that VIMRx shall no longer be required to pay Innovir any - -------- ------- amounts pursuant to this Section 1(b) in the event that VIMRx ceases to own at least fifty percent of the outstanding shares of Common Stock. (c) Issuance of Warrants. Simultaneously with the execution and -------------------- delivery hereof, Innovir shall execute and deliver to VIMRx a warrant to purchase 1,000,000 shares of Common Stock at $.393667 per share (the "Warrant"), in the form of the warrant attached hereto as Exhibit A. 2. Representations. --------------- (a) Representations of Innovir. Innovir hereby represents and -------------------------- warrants to VIMRx as follows: (i) This Agreement has been duly authorized, executed and delivered by Innovir and constitutes the valid and legally binding agreement of Innovir, enforceable against Innovir in accordance with its terms. (ii) The shares of Common Stock to be issued pursuant to Sections 1(a) and 1(b), when issued and delivered in accordance with the terms of this Agreement, will be validly issued, fully paid and non-assessable. (iii) The Warrant has been duly authorized, executed and delivered by Innovir and constitutes the valid and legally binding obligation of Innovir, enforceable against Innovir in accordance with its terms. The shares of Common Stock issuable upon exercise thereof will be duly reserved for issuance and, when issued upon such exercise, will be validly issued, fully paid and non-assessable. (b) Representations of VIMRX. VIMRx hereby represents and ------------------------ warrants to Innovir as follows: (i) This Agreement has been duly authorized, executed and delivered by VIMRX and constitutes the valid and legally binding agreement of VIMRx, enforceable against VIMRx in accordance with its terms. (ii) VIMRx is acquiring hereunder the shares of Common Stock and the Warrant for its own account for investment within the contemplation of the Securities Act of 1933, as amended, and not with a view to the transfer or resale thereof. 3. Miscellaneous. ------------- (a) Modification; Waiver. This Agreement may be amended, modified -------------------- and supplemented only by a writing signed by both Innovir and VIMRx. Any failure of Innovir or VIMRx to comply with any obligation, covenant, agreement or condition herein contained may be expressly waived, in writing only, by (i) Innovir in the case of any failure of VIMRx or (ii) VIMRx in the case of any failure of Innovir. Such waiver shall be effective only in the specific instance and for the specific purpose for which made or given. (b) Notices. All notices, requests, demands and other ------- communications required or permitted hereunder shall be made in writing, and shall be duly given when received by the receiving party by hand, mail or facsimile, as follows: 2 If to Innovir: Innovir Laboratories, Inc. 510 East 73rd Street New York, New York 10021 Fax # (212) 249-4513 Attn: Frank O'Connell With a copy to: Fulbright & Jaworski L.L.P. 666 Fifth Avenue New York, New York 10103 Fax # (212) 752-5958 Attn: Merrill M. Kraines, Esq. or to such other person or place as Innovir shall designate by notice in the manner provided in this Section 3(b); If to VIMRx: VIMRX Pharmaceuticals Inc. 2751 Centerville Road Wilmington, Delaware 19808 Fax # (302) 998-3794 Attn: Bill McIntosh With a copy to: Epstein Becker & Green, P.C. 250 Park Avenue New York, New York 10177 Fax # (212) 661-0989 Attn: Lowell S. Lifschultz, Esq. or to such other person or place as VIMRx shall designate by notice in the manner provided in this Section 3(b). (c) Assignment. This Agreement shall be binding upon and inure to ---------- the benefit of Innovir and its successors and assigns, and to VIMRx and its successors and assigns, but neither this Agreement nor any of the rights, interests and obligations hereunder shall be assigned or delegated by either of Innovir or VIMRx without the prior written consent of the other and any purported assignment or delegation in violation hereof shall be null and void ab initio. 3 (d) Governing Law. This Agreement shall be governed by and ------------- construed solely in accordance with the laws of the State of Delaware, without regard to principles of conflicts of laws. (e) Counterparts. This Agreement may be executed in two or more ------------ counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument. (f) Entire Agreement. This Agreement contains the entire ---------------- understanding of the parties in respect of the subject matter contained herein and there are no other terms or conditions, representations or warranties, written or oral, express or implied, except as expressly set forth herein. IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed as of the day and year first above written. INNOVIR LABORATORIES, INC. By: /s/ Thomas R. Sharpe ----------------------- Name: Thomas R. Sharpe Title: President and Chief Executive Officer VIMRx PHARMACEUTICALS INC. By: /s/ Richard L. Dunning ------------------------ Name: Richard L. Dunning Title: President and Chief Executive Officer 4 EXHIBIT A --------- FORM OF WARRANT --------------- See attached form of Warrant. THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS, WHICH, IN THE OPINION OF COUNSEL FOR THE HOLDER, WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO COUNSEL FOR THIS CORPORATION, IS AVAILABLE. WARRANT TO PURCHASE SHARES OF COMMON STOCK OF INNOVIR LABORATORIES, INC. Warrant Certificate No. V-3 December 31, 1997 This certifies that, for value received, Innovir Laboratories, Inc., a Delaware corporation (the "COMPANY"), hereby grants to VIMRx Pharmaceuticals Inc. (the "HOLDER") the right to purchase, subject to adjustment and the other terms and conditions set forth herein, One Million (1,000,000) fully paid and nonassessable shares of the Company's common stock, $.013 par value per share (the "STOCK"), at a price per share, subject to adjustment as set forth below, of $.393667 (the "WARRANT EXERCISE PRICE") at any time or from time to time after the date hereof and prior to 5:00 P.M. (Eastern Time) on December 31, 2002 (the "WARRANT EXPIRATION DATE"). This Warrant and all warrants hereafter issued in exchange or substitution of this Warrant, are hereinafter referred to as the "WARRANTS." THIS WARRANT, TO THE EXTENT NOT EXERCISED IN THE MANNER SET FORTH HEREIN, SHALL TERMINATE AND BECOME NULL AND VOID AT 5:00 P.M. (EASTERN TIME) ON THE WARRANT EXPIRATION DATE. This Warrant is subject to the following terms and conditions. 1. Exercise; Issuance of Certificates; Payment of Shares. ----------------------------------------------------- (a) This Warrant may be exercised, at the option of the Holder, in whole or in part at any time prior to 5:00 P.M. (Eastern Time) on the Warrant Expiration Date, by surrender to the Company of this Warrant Certificate properly endorsed together with the Form of Subscription attached hereto duly completed, signed and with proper payment of the Warrant Exercise Price multiplied by the number of shares of Stock for which the Warrant is being exercised. Payment shall be in cash, certified check or official bank check, payable to the order of the Company. (b) The Company agrees that the shares of Stock purchased on the exercise of each Warrant shall be deemed to be issued as of the close of business on the date on which this Warrant Certificate shall have been surrendered and payment made for such shares of Stock. Issuance of the shares of Stock shall be subject to compliance with all provisions of the Securities Act of 1933, as amended (the "SECURITIES ACT"), the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"), and any relevant state securities law. Subject to the provisions of Section 2 hereof, certificates for the largest whole number of shares of Stock so purchased, together with any other securities or property to which the Holder is entitled upon such exercise, shall be delivered to the Holder by the Company within a reasonable time after this Warrant has been exercised. No fractional shares of Stock shall be issued upon exercise of this Warrant. Each stock certificate so delivered shall be registered in the name of the Holder or such other name as shall be designated by the Holder, subject to the provisions of Sections 6 and 8 hereof. If prior to the Warrant Expiration Date, this Warrant is exercised in part, one or more new Warrants substantially in the form of, and on the terms contained in, this Warrant Certificate will be issued for the remaining number of shares of Stock in respect of which this Warrant has not been exercised. 2. Shares to be Fully Paid; Reservation of Shares. The Company covenants ---------------------------------------------- and agrees that all shares of Stock which may be issued upon the exercise of this Warrant will, upon issuance, be duly authorized, validly issued, fully paid and nonassessable. The Company further covenants and agrees that during the period within which this Warrant may be exercised, the Company will at all times have authorized and reserved, and will keep available solely for issuance upon exercise of this Warrant, a sufficient number of shares of Stock or other securities and properties as from time to time shall be receivable upon the exercise of this Warrant. The Company shall provide that any successor corporation will reserve a sufficient number of shares of authorized but unissued stock or other securities or set aside sufficient other property, as the case may be, as provided for in this Section 2. 3. Adjustment of Warrant Exercise Price and Number of Shares; Events ----------------------------------------------------------------- Requiring Notice; Changes in Stock. - ---------------------------------- 3.1 Method of Adjustment. The Warrant Exercise Price and the number -------------------- of shares of Stock purchasable upon the exercise of this Warrant shall be subject to adjustment from time to time upon the occurrence of the events described in Section 3.2. Upon each adjustment of the Warrant Exercise Price, the Holder shall thereafter be entitled to purchase, at the Warrant Exercise Price resulting from such adjustment, the number of shares of Stock obtained by multiplying the Warrant Exercise price in effect immediately prior to such adjustment by the number of shares of Stock purchasable pursuant hereto immediately prior to such adjustment, and dividing the product thereof by the Warrant Exercise Price resulting from such adjustment. 3.2 Events Requiring Adjustment of Warrant Exercise Price. ----------------------------------------------------- (a) In case the Company shall at any time subdivide its outstanding shares of Stock into a greater number of shares of Stock or declare a dividend upon its Stock payable solely in shares of Stock, the Warrant Exercise Price in effect immediately prior to such subdivision or dividend shall be proportionately reduced, and conversely, in case the outstanding shares of Stock of the Company shall be combined into a smaller number of shares of Stock, the Warrant Exercise Price in effect immediately prior to such combination shall be proportionately increased. -2- (b) Except as provided in subsection (a) above, and except for any issuances of Stock pursuant to the Agreement of even date herewith between the Company and the Holder, Warrant No. V-2 previously issued by the Company to the Holder, or this Warrant, in the event the Company shall hereafter issue or sell any Stock at a price per share, or any securities convertible into Stock or any rights, options or warrants to purchase Stock or securities convertible into Stock, or entitling the holders thereof to purchase Stock, at a price per share (determined by dividing (i) the total amount, if any, received or receivable by the Company in consideration of the issuance or sale of such securities plus the consideration, if any, payable to the Company upon exercise or conversion thereof (collectively, the "TOTAL CONSIDERATION") by (ii) the number of additional shares of Stock issued, sold or issuable upon exercise or conversion of such securities), which is less than the lower of the then fair market value of the Stock or the Warrant Exercise Price, the Warrant Exercise Price shall be adjusted as of the date of such issuance or sale by multiplying the Warrant Exercise Price then in effect by a fraction, the numerator of which shall be (x) the sum of (A) the number of shares of Stock outstanding on the record date of such issuance or sale plus (B) the Total Consideration divided by the then fair market value of the Stock and the denominator of which shall be (y) the number of shares of Stock outstanding on the record date of such issuance or sale plus the maximum number of additional shares of Stock issued, sold or issuable upon exercise or conversion of such securities. 3.3 Notice of Adjustment. Upon any adjustment of the Warrant -------------------- Exercise Price and any increase or decrease in the number of shares of Stock purchasable upon the exercise of this Warrant, the Company promptly shall give written notice thereof to the Holder, which shall state the Warrant Exercise Price resulting from such adjustment and increase or decrease, if any, in the number of shares of Stock purchasable at such price upon the exercise of this Warrant, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based. 3.4 Other Notices. If at any time: ------------- (a) the Company shall declare any cash dividend upon its Stock; (b) the Company shall declare any dividend upon its Stock payable in stock (other than a dividend payable solely in shares of Stock) or make any special dividend or other distribution to the holders of its Stock; (c) there shall be any consolidation or merger of the Company with another corporation, or a sale of all or substantially all of the Company's assets to another corporation; or (d) there shall be a voluntary or involuntary dissolution, liquidation or winding-up of the Company; then, in any one or more of said cases, the Company shall give the Holder (i) at least twelve (12) calendar days' prior written notice of the date on which the books of the Company shall close or a record date shall occur for such dividend or distribution or for determining -3- rights to vote in respect of any such consolidation, merger, sale, dissolution, liquidation or winding-up, and (ii) in the case of any such consolidation, merger, sale, dissolution, liquidation or winding-up, at least twelve (12) calendar days' prior written notice of the date when the same shall take place. Any notice given in accordance with clause (i) above shall also specify, in the case of any such dividend or distribution, the date on which the holders of Stock shall be entitled thereof. Any notice given in accordance with clause (ii) above shall also specify the date on which the holders of Stock shall be entitled to exchange their Stock for securities or other property deliverable upon such consolidation, merger, sale, dissolution, liquidation or winding-up, as the case may be. Notwithstanding anything contained herein to the contrary, if the Holder does not exercise this Warrant prior to a record date or the occurrence of an event described above, as applicable, except as provided in Section 3.2, the Holder shall not be entitled to receive the benefits accruing to existing holders of the Stock in such event. 4. Issue Tax. The issuance of certificates for shares of Stock upon the --------- exercise of this Warrant shall be made without charge to the Holder for any issue tax in respect thereof; provided, however, that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of any certificate in a name other than that of the Holder. 5. No Voting or Dividend Rights. This Warrant does not confer upon the ---------------------------- Holder the right to vote or to consent or to receive notice as a stockholder of the Company, in respect of meetings of stockholders for the election of directors of the Company or any other matters or any rights whatsoever as a stockholder of the Company prior to the exercise hereof. No cash dividends shall be payable or accrued in respect of this Warrant or the shares of Stock purchasable hereunder until, and only to the extent that, this Warrant shall have been exercised. 6. Restrictions on Transferability of Securities; Compliance with -------------------------------------------------------------- Securities Act. - -------------- 6.1 Restrictions on Transferability. In no event shall the Company ------------------------------- be obligated to effect any transfer of this Warrant unless a registration statement is in effect with respect thereto under applicable state and Federal securities laws or the Company has received an opinion in substance reasonably satisfactory to it from counsel reasonably satisfactory to it that such registration is not required and this Warrant is surrendered to the Company at its principal office together with the Assignment Form annexed hereto, duly completed and executed, and sufficient funds to pay any transfer tax. Shares of Stock purchased upon the exercise of this Warrant shall only be transferred by the Company in accordance with the Securities Act. 6.2 Ownership. The Company and any agent of the Company may treat --------- the person in whose name this Warrant Certificate is registered on the register which the Company shall cause to be maintained for such purpose as the owner and holder thereof for all purposes. This Warrant Certificate, if properly assigned, may be exercised by a new holder without first having a new Warrant Certificate issued. -4- 7. Modification and Waiver. This Warrant and any provision hereof may be ----------------------- changed, waived, discharged or terminated only by an instrument in writing signed by the party against which enforcement of the same is sought. 8. Notices. Any notice, request or other document required or permitted ------- to be given or delivered to the Holder or the Company shall be personally delivered or shall be sent by certified or registered mail, postage prepaid, if to the Holder at its address as shown on the books of the Company, or if to the Company at its principal office at 510 East 73rd Street, New York, New York 10021, Attention: Vice President-Finance. Any notice, request or other document shall be deemed to have been given upon receipt if personally delivered, or on the fifth day after being mailed if mailed, registered or certified mail. The Company shall notify the Holder in writing of any change of address of the Company within a reasonable time following such change of address. 9. Descriptive Headings and Governing Law. The descriptive headings of -------------------------------------- the several sections and paragraphs of this Warrant Certificate are inserted for convenience only and do not constitute a part of this Warrant Certificate. This Warrant Certificate shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the laws of the State of Delaware. 10. Lost Warrant Certificates or Stock Certificates. Upon receipt of ----------------------------------------------- evidence reasonably satisfactory to the Company of the loss, theft, destruction, or mutilation of this Warrant Certificate or any stock certificate deliverable upon the exercise hereof and, in the case of any such loss, theft or destruction, upon receipt of an indemnity and, if requested, bond reasonably satisfactory to the Company, or in the case of any such mutilation upon surrender and cancellation of this Warrant Certificate or such stock certificate, the Company at its expense shall make and deliver a new Warrant Certificate or stock certificate, of like tenor, in lieu of the lost, stolen, destroyed or mutilated Warrant Certificate or stock certificate. IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to be executed by its duly authorized officer as of the 31st day of December, 1997. INNOVIR LABORATORIES, INC. By: /s/ Thomas R.Sharpe ----------------------- Name: Thomas R. Sharpe Title: President and Chief Executive Officer ATTEST: By: /s/ Francis M. O'Connell -------------------------- Name: Francis M. O'Connell Title: Chief Financial Officer -5- FORM OF SUBSCRIPTION (To be signed only on exercise of Warrant) TO: INNOVIR LABORATORIES, INC. The undersigned, the holder of the within Warrant, hereby irrevocably elects to exercise this Warrant for, and to purchase thereunder, _______________ shares of Common Stock of INNOVIR LABORATORIES, INC. and herewith makes payment of $____________ therefor and requests that the certificates for such shares be issued in the name of, and delivered to, _______________________________, whose address is ___________________________________________. Dated: ______________, _____ ___________________________________ (Signature must conform to name of Holder as specified on the face of the Warrant) ___________________________________ ___________________________________ (Address) -6- FORM OF ASSIGNMENT (To be signed only on transfer of Warrant in accordance with the provisions of Section 6 of the Warrant Certificate) For value received, the undersigned hereby sells, assigns, and transfers unto _____________________ the right represented by the written Warrant to purchase shares of Common Stock of INNOVIR LABORATORIES, INC. to which the within Warrant relates and appoints _____________________ Attorney to transfer such rights on the books of INNOVIR LABORATORIES, INC. with full power of substitution in the premises. Dated: _____________, _____ ___________________________________ (Signature must conform to name of Holder as specified on the face of the Warrant) -7- -----END PRIVACY-ENHANCED MESSAGE-----