Warrant Agreement between Praecis Pharmaceuticals Incorporated and Gregory Stento (as Reissued July 31, 2000)

Summary

This agreement grants Gregory Stento the right to purchase up to 9,860 shares of common stock in Praecis Pharmaceuticals Incorporated at $1.35 per share. The warrant can be exercised in whole or in part until the later of ten years from March 29, 1995, or two years after the company's initial public offering. The agreement outlines procedures for exercising the warrant, including payment options and adjustments to the number of shares or price. The shares and warrant are subject to restrictions under securities laws and may not be transferred without proper registration or legal opinion.

EX-4.3 2 a2029162zex-4_3.txt EXHIBIT 4.3 THIS WARRANT AND SECURITIES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL (WHICH MAY BE COMPANY COUNSEL) REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE 1933 ACT. WARRANT AGREEMENT To Purchase Shares of Common Stock PRAECIS PHARMACEUTICALS INCORPORATED (formerly Pharmaceutical Peptides, Inc.) Dated as of March 29, 1995 (the "Effective Date") Re-Issued as of August 12, 1998 (the "First Re-Issue Date"), and again as of July 31, 2000 (the "Second Re-Issue Date") WHEREAS, PRAECIS PHARMACEUTICALS INCORPORATED (formerly known as Pharmaceutical Peptides, Inc.), a Delaware corporation (the "Company"), entered into a Warrant Agreement dated as of March 29, 1995 (the "Original Warrant Agreement") with Comdisco, Inc. (the "Original Warrantholder"), whereby the Company granted the Original Warrantholder the right to purchase 14,925 shares of the Company's Series A Convertible Preferred Stock; and WHEREAS, pursuant to and in accordance with the Original Warrant Agreement, the Original Warrantholder transferred to Gregory Stento (the "Warrantholder"), effective as of August 12, 1998, the Original Warrantholder's rights under the Original Warrant Agreement with respect to the purchase of 1,703 shares of the Company's Series A Convertible Preferred Stock (the "First Warrant Transfer"), and in connection therewith the Company entered into a Warrant Agreement with the Warrantholder reflecting and giving effect to the First Warrant Transfer (the "Original "Stento Warrant"); and WHEREAS, pursuant to and in accordance with Section (4)(f) of Article Fifth of the Company's Amended and Restated Certificate of Incorporation filed with the Secretary of State of Delaware on April 30, 1998 (hereinafter the "Certificate"), upon the consummation of its initial public offering on May 2, 2000, the Company converted all of its shares of Preferred Stock into Common Stock, and in accordance with its terms the Original Stento Warrant automatically converted into a Warrant to purchase 12,722 shares of the Company's Common Stock, par value $.01 per share (the "Common Stock"). WHEREAS, pursuant to and in accordance with the Original Stento Warrant, the Warrantholder has transferred to Russo and Hale LLP ("Russo and Hale"), effective as of July 31, 2000, the Warrantholder's rights under the Original Stento Warrant with respect to the purchase of 2,862 shares of the Company's Common Stock (the "Second Warrant Transfer"), and in connection therewith the Company entered into a Warrant Agreement with Russo and Hale reflecting and giving effect to the Second Warrant Transfer; and WHEREAS, the Company and the Warrantholder acknowledge the Second Warrant Transfer and, accordingly, the Company is reissuing, as of July 31, 2000, the Warrant provided for in the Original Stento Warrant, and the Company and the Warrantholder are entering into this Warrant Agreement to reflect the Second Warrant Transfer and the Warrantholder's right to purchase 9,860 shares of Common Stock as set forth herein; and NOW, THEREFORE, in consideration of the foregoing, and the mutual covenants and agreements contained herein, the Company and the Warrantholder agree as follows: 1. GRANT OF THE RIGHT TO PURCHASE COMMON STOCK. The Company hereby grants to the Warrantholder, and the Warrantholder is entitled, upon the terms and subject to the conditions hereinafter set forth, to subscribe for and purchase from the Company, 9,860 fully paid and non-assessable shares of Common Stock at a purchase price of $1.35 per share (the "Exercise Price"). The number and purchase price of such shares are subject to adjustment as provided in Section 8 hereof. 2. TERM OF THE WARRANT AGREEMENT. Except as otherwise provided for herein, the term of this Warrant Agreement and the right to purchase Common Stock as granted herein commenced as of the Effective Date and shall be exercisable for a period which commenced as of the Effective Date and which ends on the later of (i) the date ten (10) years after the Effective Date, or (ii) the date two (2) years from the effective date of the Company's initial public offering. 3. EXERCISE OF THE PURCHASE RIGHTS. The purchase rights set forth in this Warrant Agreement are exercisable by the Warrantholder, in whole or in part, at any time, or from time to time, prior to the expiration of the term set forth in Section 2 above, by tendering to the Company at its principal office a notice of exercise in the form attached hereto as Exhibit I (the "Notice of Exercise"), duly completed and executed. Promptly upon receipt of the Notice of Exercise and the payment of the purchase price in accordance with the terms set forth below, and in no event later than twenty-one (21) days thereafter, the Company shall issue to the Warrantholder a certificate for the number of shares of Common Stock purchased and shall execute the Acknowledgment of Exercise in the form attached hereto as Exhibit II indicating the number of shares which remain subject to future purchases, if any. In the event of an initial public offering, and if specifically requested by the Underwriter(s), 2 Warrantholder will agree to lockup provisions equivalent to but not to exceed those required of the other common shareholders. The Exercise Price may be paid at the Warrantholder's election either (i) by cash or check, or (ii) by surrender of Warrants ("Net Issuance") as determined below. If the Warrantholder elects the Net Issuance method, the Company will issue Common Stock in accordance with the following formula: X = Y(A-B) ------ A Where: X = the number of shares of Common Stock to be issued to the Warrantholder. Y = the number of shares of Common Stock as to which the Warrants are being exercised under this Warrant Agreement. A = the current fair market value of one (1) share of Common Stock. B = the Exercise Price. As used herein, current fair market value of Common Stock shall mean with respect to each share of Common Stock: (i) if traded on a securities exchange, the fair market value shall be deemed to be the average of the closing prices over a twenty-one (21) day period ending three days before the day the current fair market value of the securities is being determined; or (ii) if actively traded over-the-counter, the fair market value shall be deemed to be the average of the closing bid and asked prices quoted on the NASDAQ system (or similar system) over the twenty-one (21) day period ending three days before the day the current fair market value of the securities is being determined; (iii) if at any time the Common Stock is not listed on any securities exchange or quoted in the NASDAQ System or the over-the-counter market, the current fair market value of Common Stock shall be the highest price per share which the Company could obtain from a willing buyer (not a current employee or director) for shares of Common Stock sold by the Company, from authorized but unissued shares, as determined in good faith by its Board of Directors, unless the Company shall become subject to a merger, acquisition or other consolidation pursuant to which the Company is not the surviving party, in which case the fair market value of Common Stock shall be deemed to be the value received by the holders of the Company's Common Stock on a common equivalent basis pursuant to such merger or acquisition. 3 Upon partial exercise by either cash or Net Issuance, the Company shall promptly issue an amended Warrant Agreement representing the remaining number of shares purchasable hereunder. All other terms and conditions of such amended Warrant Agreement shall be identical to those contained herein, including, but not limited to the Effective Date hereof. 4. RESERVATION OF SHARES. (a) AUTHORIZATION AND RESERVATION OF SHARES. During the term of this Warrant Agreement, the Company will at all times have authorized and reserved a sufficient number of shares of its Common Stock to provide for the exercise of the rights to purchase Common Stock as provided for herein. (b) REGISTRATION OR LISTING. If any shares of Common Stock required to be reserved hereunder require registration with or approval of any governmental authority under any Federal or State law (other than any registration under the 1933 Act, as then in effect, or any similar Federal statute then enforced, or any state securities law), or listing on any domestic securities exchange, before such shares may be issued, the Company will, at its expense and as expeditiously as possible, use its reasonable best efforts to cause such shares to be duly registered, listed or approved for listing on such domestic securities exchange, as the case may be. 5. NO FRACTIONAL SHARES OR SCRIP. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of the Warrant, but in lieu of such fractional shares the Company shall make a cash payment therefor upon the basis of the Exercise Price then in effect. 6. NO RIGHTS AS SHAREHOLDER. This Warrant Agreement does not entitle the Warrantholder to any voting rights or other rights as a shareholder of the Company prior to the exercise of the Warrant. 7. WARRANTHOLDER REGISTRY. The Company shall maintain a registry showing the name and address of the registered holder of this Warrant Agreement. 8. ADJUSTMENT RIGHTS. The purchase price per share and the number of shares of Common Stock purchasable hereunder are subject to adjustment, as follows: (a) MERGER AND SALE OF ASSETS. If at any time there shall be a capital reorganization reclassifying or otherwise altering shares of Common Stock (other than a combination, reclassifica- 4 tion, exchange or subdivision of shares otherwise provided for herein), or a merger or consolidation of the Company with or into another corporation when the Company is not the surviving corporation, or the sale of all or substantially all of the Company's properties and assets to any other person (hereinafter referred to as a "Merger Event"), then, as a part of such Merger Event, lawful provision shall be made so that the Warrantholder shall thereafter be entitled to receive, upon exercise of the Warrant, the number of shares of common stock or other securities of the successor corporation resulting from such Merger Event, equivalent in value to that which would have been issuable if Warrantholder had exercised this Warrant immediately prior to the Merger Event. In any such case, appropriate adjustment (as determined in good faith by the Company's Board of Directors) shall be made in the application of the provisions of this Warrant Agreement with respect to the rights and interest of the Warrantholder after the Merger Event to the end that the provisions of this Warrant Agreement (including adjustments of the Exercise Price and number of shares of Common Stock purchasable) shall be applicable to the greatest extent possible. (b) RECLASSIFICATION OF SHARES. If the Company at any time shall, by combination, reclassification, exchange or subdivision of securities or otherwise, change any of the securities as to which purchase rights under this Warrant Agreement exist into the same or a different number of securities of any other class or classes, this Warrant Agreement shall thereafter represent the right to acquire such number and kind of securities as would have been issuable as the result of such change with respect to the securities which were subject to the purchase rights under this Warrant Agreement immediately prior to such combination, reclassification, exchange, subdivision or other change. (c) SUBDIVISION OR COMBINATION OF SHARES. If the Company at any time shall combine or subdivide its Common Stock, the Exercise Price shall be proportionately decreased in the case of a subdivision, or proportionately increased in the case of a combination. (d) STOCK DIVIDENDS. If the Company at any time shall issue any shares of Common Stock by means of a dividend or other distribution on the Common Stock (except any distribution specifically provided for in the foregoing subsections (a) or (b)), then the Exercise Price shall be adjusted, from and after the record date of such dividend or distribution, to that price determined by multiplying the Exercise Price in effect immediately prior to such record date by a fraction (i) the numerator of which shall be the total number of shares of Common Stock outstanding immediately prior to such dividend or distribution, and (ii) the denominator of which shall be the total number shares of Common Stock outstanding immediately after such dividend or distribution. The Warrantholder shall thereafter be entitled to purchase, at the Exercise Price resulting from such adjustment, the number of shares of Common Stock (calculated to the nearest whole share) obtained by multiplying the Exercise Price in effect immediately prior to such adjustment by the number of shares of Common Stock issuable upon the exercise hereof immediately prior to such adjustment and dividing the product thereof by the Exercise Price resulting from such adjustment. 5 (e) ANTIDILUTION RIGHTS. A true and correct copy of the Certificate, as amended through the Second Re-Issue Date, is attached hereto as Annex A. The Company shall promptly provide the Warrantholder with any restatement, amendment, modification or waiver of the Certificate. (f) NOTICE OF ADJUSTMENTS. If: (i) the Company shall declare any dividend or distribution upon its Common Stock, whether in cash, property, stock or other securities; (ii) the Company shall offer for subscription prorata to the holders of any class of its Common Stock any additional shares of stock of any class or other rights; (iii) there shall be any Merger Event; or (iv) there shall be any voluntary or involuntary dissolution, liquidation or winding up of the Company; then, in connection with each such event, the Company shall send to the Warrantholder: (A) at least twenty (20) days' prior written notice of the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution, subscription rights (specifying the date on which the holders of Common Stock shall be entitled thereto) or for determining rights to vote in respect of such Merger Event, dissolution, liquidation or winding up; and (B) in the case of any such Merger Event, dissolution, liquidation or winding up, at least twenty (20) days' prior written notice of the date when the same shall take place (and specifying the date on which the holders of Common Stock shall be entitled to exchange their Common Stock for securities or other property deliverable upon such Merger Event, dissolution, liquidation or winding up). In the case of a public offering, the Company shall give Warrantholder at least twenty (20) days written notice prior to the effective date thereof. Each such written notice shall set forth, in reasonable detail, (i) the event requiring an adjustment (if any adjustment is required), (ii) the amount of the adjustment (if any adjustment is required), (iii) the method by which such adjustment was calculated (if any adjustment is required), (iv) the Exercise Price after giving effect to such adjustment (if any adjustment is required), and (v) the number of shares subject to purchase hereunder after giving effect to such adjustment (if any adjustment is required), and shall be given by first class mail, postage prepaid, addressed to the Warrantholder, at the address as shown on the books of the Company. (g) TIMELY NOTICE. Failure to timely provide such notice required by subsection (f) above shall entitle Warrantholder to retain the benefit of the applicable notice period notwithstanding anything to the contrary contained in any insufficient notice received by Warrantholder. The notice period shall begin on the date Warrantholder actually receives a written notice containing all the information specified above. 9. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY. (a) RESERVATION OF COMMON STOCK. The Common Stock issuable upon exercise of the Warrantholder's rights has been (or, in the case of Common Stock issuable pursuant to Section 8(e), will be) duly and validly reserved and, when issued in accordance with the provisions of this Warrant Agreement, will be validly issued, fully paid and non-assessable, and will be free of any taxes, liens, charges or encumbrances of any nature whatsoever; provided, however, that the Common Stock issuable pursuant to this Warrant Agreement may be subject to restrictions on transfer under state and/or Federal securities laws. The Company has made available to the Warrantholder true, correct 6 and complete copies of its Certificate, as heretofore amended. The issuance of certificates for shares of Common Stock upon exercise of the Warrant shall be made without charge to the Warrantholder for any issuance tax in respect thereof, or other cost incurred by the Company in connection with such exercise and the related issuance of shares of Common Stock. The Company shall not be required to pay any tax which may be payable in respect of any transfer involved and the issuance and delivery of any certificate in a name other than that of the Warrantholder. (b) DUE AUTHORITY. The execution and delivery by the Company of this Warrant Agreement and the performance of all obligations of the Company hereunder, including the issuance to Warrantholder of the right to acquire the shares of Common Stock, have been duly authorized by all necessary corporate action on the part of the Company, and this Warrant Agreement is not inconsistent with the Company's Certificate, as amended through the Second Re-Issue Date, or Bylaws, as amended through the Second Re-Issue Date, does not contravene any law or governmental rule, regulation or order applicable to it, does not and will not contravene any provision of, or constitute a default under, any indenture, mortgage, contract or other instrument to which it is a party or by which it is bound, and this Warrant Agreement constitutes legal, valid and binding agreements of the Company, enforceable in accordance with their respective terms. (c) CONSENTS AND APPROVALS. No consent or approval of, giving of notice to, registration with, or taking of any other action in respect of any state, Federal or other governmental authority or agency is required with respect to the execution, delivery and performance by the Company of its obligations under this Warrant Agreement, except for the filing of notices pursuant to Regulation D under the 1933 Act if such Regulation is being relied upon, which filing will be effective by the time required thereby. (d) ISSUED SECURITIES. All issued and outstanding shares of Common Stock or any other securities of the Company have been duly authorized and validly issued and are fully paid and nonassessable. All outstanding shares of Common Stock and any other securities were issued in full compliance with all Federal and state securities laws. (e) INSURANCE. The Company has in full force and effect insurance policies, with extended coverage, insuring the Company and its property and business against such losses and risks, and in such amounts, as are customary for corporations engaged in a similar business and similarly situated and as otherwise may be required pursuant to the terms of any other contract or agreement. (f) COMMITMENTS TO REGISTER SECURITIES. As of the Second Re-Issue Date, except as disclosed in the Company's Registration Statement, as amended, under the 1933 Act which was declared effective by the SEC on April 26, 2000, the Company is not, pursuant to the terms of any agreement in existence as of the Second Re-Issue Date, under any obligation to register under the 1933 Act any of its presently outstanding securities or any of its securities which may hereafter be issued. 7 (g) EXEMPT TRANSACTION. Subject to the accuracy of the Warrantholder's representations in Section 10 hereof and assuming no circumstances at the time of the exercise of this Warrant which would render unavailable the exemption referred to in this subparagraph (g), the issuance of the Common Stock upon exercise of this Warrant will constitute a transaction exempt from the registration requirements of Section 5 of the 1933 Act, in reliance upon Section 4(2) thereof. (h) COMPLIANCE WITH RULE 144. At the written request of the Warrantholder, who proposes to sell Common Stock issuable upon the exercise of the Warrant in compliance with Rule 144 promulgated by the SEC, the Company shall furnish to the Warrantholder, within ten days after receipt of such request, a written statement confirming the Company's compliance with the filing requirements of the SEC as set forth in such Rule, as such Rule may be amended from time to time. 10. REPRESENTATIONS AND COVENANTS OF THE WARRANTHOLDERS. This Warrant Agreement has been entered into by the Company in reliance upon the following representations and covenants of the Warrantholder: (a) INVESTMENT PURPOSE. The right to acquire Common Stock represented by this Warrant Agreement and the Common Stock issuable upon exercise of the Warrantholder's rights contained herein will be acquired for investment and not with a view to the sale or distribution of any part thereof, and the Warrantholder has no present intention of selling or engaging in any public distribution of the same except pursuant to a registration or exemption from the registration requirements of Section 5 of the 1933 Act. (b) PRIVATE ISSUE. The Warrantholder understands (i) that the issuance of this Warrant and the Common Stock issuable upon exercise of this Warrant is not registered under the 1933 Act or qualified under applicable state securities laws on the ground that the issuances are or will be exempt from the registration and qualifications requirements thereof, and (ii) that the Company's reliance on such exemption is predicated on the representations set forth in this Section 10. In addition, the Warrantholder consents to the placement of a legend on any certificate or other document evidencing this Warrant, the Common Stock issuable upon exercise of this Warrant or any Common Stock issuable upon conversion of the Common Stock, such legend stating that such securities have not been registered under the 1933 Act or under any state securities or "blue sky" laws and setting forth or referring to the restrictions on transferability and sale thereof, including the restrictions set forth herein, until such time as such restrictions are not longer applicable. (c) DISPOSITION OF WARRANTHOLDER'S RIGHTS. In no event will the Warrantholder make a disposition of any of its rights to acquire Common Stock or Common Stock issuable upon exercise of such rights unless and until (i) it shall have notified the Company of the proposed disposition, and (ii) if requested by the Company, it shall have furnished the Company with an opinion of counsel (which counsel may either be inside or outside counsel to the Warrantholder) satisfactory to the Company and its counsel to the effect that (A) appropriate action necessary for compliance with the 1933 Act has been taken, or (B) an exemption from the registration requirements of the 1933 Act 8 is available. Notwithstanding the foregoing, the restrictions imposed upon the transferability of any of its rights to acquire Common Stock or Common Stock issuable on the exercise of such rights do not apply to transfers from the beneficial owner of any of the aforementioned securities to its nominee or from such nominee to its beneficial owner, and shall terminate as to any particular share of Common Stock when (1) such security shall have been effectively registered under the 1933 Act and sold by the holder thereof in accordance with such registration or (2) such security shall have been sold without registration in compliance with Rule 144 under the 1933 Act, or (3) a letter shall have been issued to the Warrantholder at its request by the staff of the SEC or a ruling shall have been issued to the Warrantholder at its request by the SEC stating that no action shall be recommended by such staff or taken by the SEC, as the case may be, if such security is transferred without registration under the 1933 Act in accordance with the conditions set forth in such letter or ruling and such letter or ruling specifies that no subsequent restrictions on transfer are required. Whenever the restrictions imposed hereunder shall terminate, as hereinabove provided, the Warrantholder or holder of a share of Common Stock then outstanding as to which such restrictions have terminated shall be entitled to receive from the Company, without expense to such holder, one or more new certificates for the Warrant or for such shares of Common Stock not bearing any restrictive legend. (d) FINANCIAL RISK. The Warrantholder has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment, and has the ability to bear the economic risks of its investment. (e) RISK OF NO REGISTRATION. The Warrantholder understands that if the Company does not register with the SEC pursuant to Section 12 of the 1933 Act, or file reports pursuant to Section 15(d) of the Securities Exchange Act of 1934, as amended, or if a registration statement covering the securities under the 1933 Act is not in effect when it desires to sell (i) the rights to purchase Common Stock pursuant to this Warrant Agreement, or (ii) the Common Stock issuable upon exercise of the right to purchase, it may be required to hold such securities for an indefinite period. The Warrantholder also understands that any sale of its rights as the Warrantholder to purchase Common Stock or Common Stock which might be made by it in reliance upon Rule 144 under the 1933 Act may be made only in accordance with the terms and conditions of that Rule. 11. TRANSFERS. Subject to the terms and conditions contained in Section 10 hereof, this Warrant Agreement and all rights hereunder are transferable in whole or in part by the Warrantholder and any successor transferee, provided, however, in no event shall the number of transfers of the rights and interests in all of the Warrants exceed a total of three (3) transfers. The transfer shall be recorded on the books of the Company upon receipt by the Company of a notice of transfer in the form attached hereto as Exhibit III (the "Transfer Notice"), at its principal offices and the payment to the Company of all transfer taxes and other governmental charges imposed on such transfer. 9 12. MISCELLANEOUS. (a) EFFECTIVE DATE. The provisions of this Warrant Agreement (except for references to instruments dated after the Effective Date) shall be construed and shall be given effect in all respects as if it had been executed and delivered by the Company as of the Effective Date. This Warrant Agreement shall be binding upon any successors or assigns of the Company. (b) ATTORNEY'S FEES. In any litigation, arbitration or court proceeding between the Company and the Warrantholder relating hereto, the prevailing party shall be entitled to attorneys' fees and expenses and all costs of proceedings incurred in enforcing this Warrant Agreement. (c) GOVERNING LAW. This Warrant Agreement shall be governed by and construed for all purposes under and in accordance with the laws of the State of Illinois. (d) COUNTERPARTS. This Warrant Agreement may be executed in counterparts, each of which shall be deemed an original, but both of which together shall constitute one and the same instrument. (e) NOTICES. Any notice required or permitted hereunder shall be given in writing and shall be deemed effectively given upon personal delivery, facsimile transmission (provided that the original is sent by personal delivery or mail as hereinafter set forth) or seven (7) days after deposit in the United States mail, by registered or certified mail, addressed (i) to the Warrantholder at 49 Tanglewood Road, Wellesley, Massachusetts 02481, attention: Gregory Stento, and (ii) to the Company at 1 Hampshire Street, Cambridge, Massachusetts 02139-1572, attention: President (and/or if by facsimile, (617) 494-8414) or at such other address as any such party may subsequently designate by written notice to the other party. (f) REMEDIES. In the event of any default hereunder, the non-defaulting party may proceed to protect and enforce its rights either by suit in equity and/or by action at law, including but not limited to an action for damages as a result of any such default, and/or an action for specific performance for any default where a party will not have an adequate remedy at law and where damages will not be readily ascertainable. The Company expressly agrees that it shall not oppose, on the grounds that on adequate remedy at law exists, an application by the Warrantholder or any other person entitled to the benefit of this Agreement requiring specific performance of any or all provisions hereof or enjoining the Company from continuing to commit any such breach of this Agreement. (g) NO IMPAIRMENT OF RIGHTS. The Company will not, by amendment of its Certificate or through any other means, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms. 10 (h) SURVIVAL. The representations, warranties, covenants and conditions of the respective parties contained herein or made pursuant to this Warrant Agreement shall survive the execution and delivery of this Warrant Agreement. (i) SEVERABILITY. In the event any one or more of the provisions of this Warrant Agreement shall for any reason be held invalid, illegal or unenforceable, the remaining provisions of this Warrant Agreement shall be unimpaired, and the invalid, illegal or unenforceable provision shall be replaced by a mutually acceptable valid, legal and enforceable provision, which comes closest to the intention of the parties underlying the invalid, illegal or unenforceable provision. (j) AMENDMENTS. Any provision of this Warrant Agreement may be amended by a written instrument signed by the Company and by the Warrantholder. (k) ADDITIONAL DOCUMENTS. The Company shall supply such documents as may be reasonably necessary to confirm the Company's compliance with its obligations hereunder (subject to reasonable confidentiality restrictions) as the Warrantholder may from time to time reasonably request. IN WITNESS WHEREOF, the parties hereto have caused this Warrant Agreement to be executed by its officers thereunto duly authorized as of the Effective Date. Company: PRAECIS PHARMACEUTICALS INCORPORATED By: /s/ Kevin F. McLaughlin ------------------------------ Title: Sr. V.P. and CFO --------------------------- Warrantholder: Gregory Stento /s/ Gregory Stento -------------------------------- 11 EXHIBIT I NOTICE OF EXERCISE To:_______________________ (1) The undersigned Warrantholder hereby elects to purchase _______________________________________ shares of the Common Stock of PRAECIS PHARMACEUTICALS INCORPORATED (the "Company"), pursuant to the terms of the Warrant Agreement effective as of July 31, 2000 between the Company and the undersigned, as transferee of the rights of Comdisco, Inc. ("Comdisco"), with respect to the purchase of up to 9,860 shares of the Company's Common Stock, originally granted to Comdisco pursuant to the terms of the Warrant Agreement originally dated as of March 29, 1995, reissued as of August 12, 1998, and reissued again as of July 31, 2000 (the "Warrant Agreement"), between the Company and Gregory Stento and tenders herewith payment of the purchase price for such shares in full, together with all applicable transfer taxes, if any. (2) In exercising its rights to purchase the Common Stock of the Company, the undersigned hereby confirms and acknowledges the investment representations and warranties made in Section 10 of the Warrant Agreement. (3) Please issue a certificate or certificates representing said shares of Common Stock in the name of the undersigned or in such other name as is specified below. ____________________ (Name) ____________________ (Address) Warrantholder: GREGORY STENTO _____________________ Date:________________ 12 EXHIBIT II ACKNOWLEDGMENT OF EXERCISE The undersigned ________________________________ , hereby acknowledges receipt of the "Notice of Exercise" from Gregory Stento, to purchase _______ shares of the Common Stock of PRAECIS PHARMACEUTICALS INCORPORATED pursuant to the terms of the Warrant Agreement, and further acknowledges that _________ shares remain subject to purchase under the terms of the Warrant Agreement. Company: PRAECIS PHARMACEUTICALS INCORPORATED By:_____________________________ Title:__________________________ Date:___________________________ 13 EXHIBIT III TRANSFER NOTICE (To transfer or assign the foregoing Warrant Agreement execute this form and supply required information. Do not use this form to purchase shares.) FOR VALUE RECEIVED, the foregoing Warrant Agreement and all rights evidenced thereby are hereby transferred and assigned to ___________________________________________________________________________ (Please Print) whose address is___________________________________________________________ ___________________________________________________________________________ Dated_______________________________________ Holder's Signature__________________________ Holder's Address____________________________ ___________________________________________________________________________ Signature Guaranteed:______________________________________________________ NOTE: The signature to this Transfer Notice must correspond with the name as it appears on the face of the Warrant Agreement, without alteration or enlargement or any change whatever. Officers of corporations and those acting in a fiduciary or other representative capacity should file proper evidence of authority to assign the foregoing Warrant Agreement. 14