THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ACT). THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM.
THE SALE OF THE SECURITIES WHICH ARE THE SUBJECT OF THIS WARRANT HAS NOT BEEN QUALIFIED WITH THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA OR ANY OTHER STATE AND THE ISSUANCE OF SUCH SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION FOR SUCH SECURITIES PRIOR TO SUCH QUALIFICATION IS UNLAWFUL, UNLESS THE SALE OF SUCH SECURITIES IS EXEMPT FROM QUALIFICATION BY SECTION 2511, 25102 OR 25105 OF THE CALIFORNIA CORPORATIONS CODE OR SUCH PROVISIONS OF THE CORPORATIONS CODE OF ANY SUCH OTHER STATE. THE RIGHTS OF THE HOLDER OF THIS WARRANT ARE EXPRESSLY CONDITIONED UPON SUCH QUALIFICATION BEING OBTAINED, UNLESS THE SALE IS SO EXEMPT.
Void after May 7, 2029
PHATHOM PHARMACEUTICALS, INC.
TO PURCHASE SHARES OF COMMON STOCK
THIS CERTIFIES THAT, for value received, Takeda Pharmaceutical Company Limited, together with its permitted successors and assigns (Holder) is entitled, subject to the terms set forth below, to subscribe for and purchase shares of common stock, par value $0.0001 per share (the Common Stock) of PHATHOM PHARMACEUTICALS, INC., a Delaware corporation (the Company), subject to adjustment as provided herein. This warrant and any warrant subsequently issued upon exchange or transfer hereof are hereinafter referred to collectively as the Warrant.
This Warrant is subject to the following terms and conditions:
1. License Agreement. This Warrant is issued in connection with that certain License Agreement dated as of May 7, 2019 by and between Recipient and the Company.
2. Exercise of Warrant. The terms and conditions upon which this Warrant may be exercised, and the shares covered hereby may be purchased, are as follows:
2.1 Term. Subject to the terms hereof and unless sooner terminated as provided below in Section 6.2, this Warrant may be exercised at any time after the date hereof, or from time to time, in whole or in part; provided, however, that in no event may this Warrant be exercised later than 5:00 p.m. (Pacific Time) on the close of business on May 7, 2029 (the Exercise Period)
2.2 Number of Common Stock Shares. This Warrant may be exercised for Three Million Five Hundred Thousand (3,500,000) shares of Common Stock, subject to adjustment as provided herein.
2.3 Exercise Price. The Exercise Price shall be $0.0001 per share, subject to adjustment as provided herein.
2.4 Exercise Mechanics. This Warrant shall only be exercisable (a) in connection with a consolidation or merger of the Company with or into another corporation (other than a merger solely to effect a reincorporation of the Company into another state), the sale or other disposition of all or substantially all the properties and assets of the Company in its entirety to any other person, or any other