the successor entity assumes the obligations of this Warrant, then this Warrant

 

                                                                   Exhibit 10.25

THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOTE SOLD, PLEDGED, OR OTHERWISE
TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR PURSUANT
TO RULE 144 OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE CORPORATION
AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.

                            WARRANT TO PURCHASE STOCK

Corporation:              Virus Research Institute, Inc., a Delaware corporation
Number of Shares:         11,000
Class of Stock:           Common
Initial Exercise Price:   The lesser of (i) 80% of the Initial Public Offering
                          price if an IPO is completed within six (6) months of
                          the issue date; or (ii) $1.50 per share if an IPO is
                          not completed within six (6) months of the issue date.

Issue Date:               April 12, 1996
Expiration Date:          April 12, 2001

         THIS WARRANT CERTIFIES THAT, for the agreed upon value of $1.00 and for
other good and valuable consideration, SILICON VALLEY BANK ("Holder") is
entitled to purchase the number of fully paid and nonassessable shares of the
class of securities (the "Shares") of the corporation (the "Company") at the
initial exercise price per Share (the "Warrant Price") all as set forth above
and as adjusted pursuant to Article 2 of this Warrant, subject to the provisions
and upon the terms and conditions set forth in this warrant.

ARTICLE 1.   EXERCISE.

         1.1 Method of Exercise. Holder may exercise this Warrant by delivering
a duly executed Notice of Exercise in substantially the form attached as
Appendix 1 to the principal office of the Company. Unless Holder is exercising
the conversion right set forth in Section 1.2, Holder shall also deliver to the
Company a check for the aggregate Warrant Price for the Shares being purchased.

         1.2 Conversion Right. In lieu of exercising this Warrant as specified
in Section 1.1, Holder may from time to time convert this Warrant, in whole or
in part, into a number of Shares determined by dividing (a) the aggregate fair
market value of, the Shares or other securities otherwise issuable upon exercise
of this Warrant minus the aggregate Warrant Price of such Shares by (b) the fair
market value of one Share. The fair market value of the Shares shall be
determined pursuant to Section 1.4.

         1.3 Intentionally Omitted.

         1.4 Fair Market Value. If the Shares are traded in a public market, the
fair market value of the Shares shall be the closing price of the Shares (or the
closing price of the Company's stock into which the Shares are convertible)
reported for the business day immediately before Holder delivers its Notice of
Exercise to the Company. If the Shares are not traded in a public market, the
Board of Directors of the Company shall determine fair market value in K!
reasonable good faith judgment. The foregoing notwithstanding, d Holder advises
the Board of Directors in writing that Holder disagrees with such determination,
then the Company and Holder shall promptly agree upon a reputable investment
banking firm to undertake such valuation. If the valuation of such investment
banking firm is greater than that determined by the Board of Directors, then all
fees and expenses of such investment banking firm shall be paid by the Company.
In all other circumstances, such fees and expenses shall be paid by Holder.

         1.5 Delivery of Certificate and New Warrant. Promptly after Holder
exercises or converts this Warrant, the Company shall deliver to Holder
certificates for the Shares acquired and, if this Warrant has not been fully
exercised or converted and has not expired, a new Warrant representing the
Shares not so acquired.

         1.6 Replacement of Warrants. On receipt of evidence reasonably
satisfactory to the Company of the loss, theft, destruction or mutilation of
this Warrant and, in the case of loss, theft or destruction, on delivery of an
indemnity agreement reasonably satisfactory in form and amount to the Company
or, in the case of mutilation, or surrender and cancellation of this Warrant,
the Company at its expense shall execute and deliver, in lieu of this Warrant, a
new warrant or like tenor.

         1.7 Repurchase on Sale, Merger, or Consolidation of the Company.

             1.7.1 "Acquisition". For the purpose of this Warrant, "Acquisition"
means any sale, license, or other disposition of all or substantially all of the
assets of the Company, or any reorganization, consolidation, or merger of the
Company where the holders of the Company's securities before the transaction
beneficially own less than 50% of the outstanding voting securities of the
surviving entity after the transaction.

             1.7.2 Assumption of Warrant. If upon the closing of any Acquisition
the successor entity assumes the obligations of this Warrant, then this Warrant
shall be exercisable for the same securities, cash, and property as would be
payable for the Shares issuable upon exercise of the unexercised portion of this
Warrant as if such Shares were outstanding on the record date for the
Acquisition and subsequent closing. The Warrant Price shall be adjusted
accordingly.

                                       -2-

             1.7.3 Nonassumption. If upon the closing of any Acquisition the
successor entity does not assume the obligations of this Warrant and Holder has
not otherwise exercised this Warrant in full, then the unexercised portion of
this Warrant shall be deemed to have been automatically converted pursuant to
Section 1.2 and thereafter Holder shall participate in the acquisition on the
same terms as other holders of the same class of securities of the Company.

             1.7.4 Purchase Right. Notwithstanding the foregoing, at the
election of Holder, the Company shall purchase the unexercised portion of this
Warrant for cash upon the closing of any Acquisition for an amount equal to (a)
the fair market value of any consideration that would have been received by
Holder in consideration of the Shares had Holder exercised the unexercised
portion of this Warrant immediately before the record date for determining the
shareholders entitled to participate in the proceeds of the Acquisition, less
(b) the aggregate Warrant Price of the Shares, but in no event less than zero.

ARTICLE 2.   ADJUSTMENTS TO THE SHARES.

         2.1 Stock Dividends, Splits, Etc. If the Company declares or pays a
dividend on its common stock (or the Shares d the Shares are securities other
than common stock) payable in common stock, or other securities, subdivides the
outstanding common stock into a greater or lesser amount of common stock, or, if
the Shares are securities other than common stock, subdivides the Shares in a
transaction that increases or decreases the amount of common stock into which
the Shares are convertible, then upon exercise of this Warrant, for each Share
acquired, Holder shall receive, without cost to Holder, the total number and
kind of securities to which Holder would have been entitled had Holder owned the
Shares of record as of the date the dividend or subdivision occurred.

         2.2 Reclassification, Exchange or Substitution. Upon any
reclassification, exchange, substitution, or other event that results in a
change of the number and/or class of the securities issuable upon exercise or
conversion of this Warrant, Holder shall be entitled to receive, upon exercise
or conversion of this Warrant, the number and kind of securities and property
that Holder would have received for the Shares if this Warrant had been
exercised immediately before such reclassification, exchange, substitution, or
other event. Such an event shall include any automatic conversion of the
outstanding or issuable securities of the Company of the same class or series as
the Shares to common stock pursuant to the terms of the Company's Articles of
Incorporation upon the closing of a registered public offering of the Company's
common stock. The Company or is successor shall promptly issue to Holder a new
Warrant for such new securities or other property. The new Warrant shall provide
for adjustments which shall be as nearly equivalent as may be practicable to the
adjustments provided for in this Article 2 including, without limitation,
adjustments to the Warrant Price and to the number of securities or

                                       -3-

property issuable upon exercise of the new Warrant. The provisions of this
Section 2.2 shall similarly apply to successive reclassifications, exchanges,
substitutions, or other events.

         2.3 Adjustments for Combinations, Etc. If the outstanding Shares are
combined or consolidated, by reclassification or otherwise, into a lesser number
of shares, the Warrant Price shall be proportionately increased.

         2.4 Intentionally Omitted.

         2.5 No Impairment. The Company shall not, by amendment of its Articles
of Incorporation or through a reorganization, transfer of assets, consolidation,
merger, dissolution, issue, or sale of securities or any other voluntary action,
avoid or seek to avoid the observance or performance of any of the terms to be
observed or performed under this Warrant by the Company, but shall at all times
in good faith assist in carrying out of all the provisions of this Article 2 and
in taking all such action as may be necessary or appropriate to protect Holder's
rights under this Article against impairment. If the Company takes any action
affecting the Shares or its common stock other than as described above that
adversely affects Holder's rights under this Warrant, the Warrant Price shall be
adjusted downward and the number of Shares issuable upon exercise of this
Warrant shall be adjusted upward in such a manner that the aggregate Warrant
Price of this Warrant is unchanged.

         2.6 Fractional Shares. No fractional Shares shall be issuable upon
exercise or conversion of the Warrant and the number of Shares to be issued
shall be rounded down to the nearest whole Share. If a fractional share interest
arises upon any exercise or conversion of the Warrant, the Company shall
eliminate such fractional share interest by paying Holder amount computed by
multiplying the fractional interest by the fair market value of a full Share.

         2.7 Certificate as to Adjustments. Upon each adjustment of the Warrant
Price, the Company at its expense shall promptly compute such adjustment, and
furnish Holder with a certificate of its Chief Financial Officer setting forth
such adjustment and the facts upon which such adjustment is based. The Company
shall, upon written request, furnish Holder a certificate setting forth the
Warrant Price in effect upon the date thereof and the series of adjustments
leading to such Warrant Price.

ARTICLE 3.   REPRESENTATIONS AND COVENANTS OF THE COMPANY.

         3.1 Representations and Warranties. The Company hereby represents and
warrants to the Holder as follows:

                  (a) Intentionally Omitted.

                                       -4-

                  (b) All Shares which may be issued upon the exercise of the
purchase right represented by this Warrant, and all securities, if any, issuable
upon conversion of the Shares, shall, upon issuance, be duly authorized, validly
issued, fully paid and nonassessable, and free of any liens and encumbrances
except for restrictions on transfer provided for herein or under applicable
federal and state securities laws.

         3.2. Notice of Certain Events. If the Company proposes at any time (a)
to declare any dividend or distribution upon its common stock, whether in cash,
property, stock, or other securities and whether or not a regular cash dividend;
(b) to offer for subscription pro rata to the holders of any class or series of
ins stock any additional shares of stock of any class or series or other rights;
(c) to effect any reclassification or recapitalization of common stock; (d) to
merge or consolidate with or into any other corporation, or sell, lease,
license, or convey all or substantially all of its assets, or to liquidate,
dissolve or wind up; or (e) offer holders of registration rights the opportunity
to participate in an underwritten public offering of the Company's securities
for cash, then, in connection with each such event, the Company shall give
Holder (1) at least 20 days prior written notice of the date on which a record
will be taken for such dividend, distribution, or subscription rights (and
specifying the date on which the holders of common stock will be entitled
thereto) or for determining rights to vote, if any, in respect of the matters
referred to in (c) and (d) above (2) in the case of the matters referred to in
(c) and (d) above at least 20 days prior written notice of the dale when the
same will take place (and specifying the date on which the holders of common
stock will be entitled to exchange their common stock for securities or other
property deliverable upon the occurrence of such event); and (3) in the case of
the matter referred to in (e) above, the same notice as is given to the holders
of such registration rights.

         3.3 Information Rights. So long as the Holder holds this Warrant and/or
any of the Shares, the Company shall deliver to the Holder (a) promptly after
mailing, copies of all notices or other written communications to the
shareholders of the Company, (b) within one hundred and twenty (120) days after
the end of each fiscal year of the Company, the annual audited financial
statements of the Company certified by independent public accountants of
recognized standing and (c) such other financial statements required under and
in accordance with any loan documents between Holder and the Company (or if
there are no such requirements [or if the subject loan(s) no longer are
outstanding]), then within forty-five (45) days after the end of each of the
first three quarters of each fiscal year, the Company's quarterly, unaudited
financial statements.

         3.4 Registration Under Securities Act of 1933, as amended. The Company
agrees that the Shares or, if the Shares are convertible into common stock of
the Company, such common stock, shall be subject to the registration rights

                                       -5-

as provided for in paragraphs 3.5 and 3.7 of the Stockholders Agreement,
attached hereto.

ARTICLE 4.   MISCELLANEOUS

         4.1 Term: Notice of Expiration. This Warrant is exercisable, in whole
or in part, at any time and from time to time on or before the Expiration Date
set forth above. The Company shall give Holder written notice of Holder's right
to exercise this Warrant in the form attached as Appendix 2.

         4.2 Legends. This Warrant and the Shares (and the securities issuable,
directly or indirectly, upon conversion of the Shares, H any) shall be imprinted
with a legend in substantially the following form:

         THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
         AS AMENDED, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED
         WITHOUT AN EFFE6TIVE REGISTRATION THEREOF UNDER SUCH ACT OR PURSUANT TO
         RULE 144 OF AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE
         CORPORATION AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED.

         4.3 Compliance with Securities Laws on Transfer. This Warrant and the
Shares issuable upon the exercise of this Warrant (and the securities issuable,
directly or indirectly, upon conversion of the Shares, if any) may not be
transferred or assigned in whole or in part without compliance with applicable
federal and state securities laws by the transferor and the transferee
(including, without limitation, the delivery of investment representation
letters and legal opinions reasonably satisfactory to the Company, as reasonably
requested by the Company). The Company shall not require Holder to provide an
opinion of counsel if the transfer is to an affiliate of Holder or if there is
no material question as to the availability of current information as referenced
in Rule 144(c), Holder represents that it has complied with Rule 144(d) and (e)
in reasonable detail, the selling broker represents that it has complied with
Rule 144(f), and the Company is provided with a copy of Holder's notice of
proposed sale.

         4.4 Transfer Procedure. Subject to the provisions of Section 4.2 and
4.3, Holder may transfer all or part of this Warrant or the Shares issuable upon
exercise of this Warrant (or the securities issuable, directly or indirectly,
upon conversion of the Shares, if any) by giving the Company notice of the
portion of the Warrant being transferred setting forth the name, address and
taxpayer identification number of the transferee and surrendering this Warrant
to the Company for reissuance to the transferee(s) (and Holder if applicable).
Unless the Company is filing financial information with the Securities and
Exchange Commission ("SEC") pursuant to the

                                       -6-

Securities Exchange Act of 1934, the Company shall have the right lo refuse to
transfer any portion of this Warrant to any person who directly competes with
the Company.

         4.5 Notices. All notices and other communications from the Company to
the Holder, or vice versa, shall be deemed delivered and effective when given
personally or mailed by first-class registered or certified mail, postage
prepaid, at such address as may have been furnished to the Company or the
Holder, as the case may be, in writing by the Company or such holder from time
to time.

         4.6 Waiver. This Warrant and any term hereof may be changed, waived,
discharged or terminated only by an instrument in writing signed by the party
against which enforcement of such change, waiver, discharge or termination is
sought.

         4.7 Attorneys' Fees. In the event of any dispute between the parties
concerning the terms and provisions of this Warrant, the party prevailing in
such dispute shall be entitled to collect from the other party all costs
incurred in such dispute, including reasonable attorneys" fees.

         4.8 Governing Law. This Warrant shall be governed by and construed in
accordance with the laws of the Commonwealth of Massachusetts, without giving
effect to its principles regarding conflicts of law. Borrower accepts for itself
and in connection with its properties, unconditionally, the non-exclusive
jurisdiction of any state or federal court of competent jurisdiction in the
Commonwealth of Massachusetts in any action, suit, or proceeding of any kind
against it which arises out of or by reason of this Warrant to Purchase Stock;
provided, however, that if for any reason Lender cannot avail itself of the
courts of the Commonwealth of Massachusetts, then venue shall lie in Santa Clara
County, California.

                                          "Company"

                                          VIRUS RESEARCH INSTITUTE, INC.

                                          By:
                                             ----------------------------
                                          Name:
                                               --------------------------
                                          Title:
                                                -------------------------

                                          By:
                                             ----------------------------
                                          Name:
                                               --------------------------
                                          Title:
                                                -------------------------

                                       -7-

                           3.5 Piggvback Registration.

         (a) Each time that the Corporation proposes for any reason to register
any of its securities, either for its own account or the account of a security
holder or holders exercising their respective demand registration rights, under
the Securities Act ("Proposed Registration"), other than pursuant to a
registration statement on Form S-4 or Form S-8 or similar or successor forms
(collectively, "Excluded Forms") the Corporation shall promptly give written
notice of such proposed registration to all holders of Restricted Securities and
shall offer such holders the right to request inclusion of any Restricted Shares
in the Proposed Registration.

         (b) Each holder of Restricted Securities shall have 30 days from the
receipt of such notice to deliver to the Corporation a written request
specifying the number of Restricted Shares such holder intends to sell and the
holder's intended method of disposition.

         (c) In the event that the Proposed Registration by the Corporation is,
in whole or in part, an underwritten public offering of securities of the
Corporation, the Corporation shall so advise the holders as part of the written
notice given pursuant to Section 3.5(a), and any request under Section 3.5(b)
must specify that the Restricted Shares be included in the underwriting on the
same terms and conditions as the shares of Common Stock, if any, otherwise being
sold through underwriters under such registration.

         (d) Upon receipt of a written request pursuant to Section 3.5(b), the
Corporation shall promptly use its best efforts to cause all such Restricted
Shares to be registered under the Securities Act (and included in any related
qualifications under blue sky laws or other compliance), to the extent required
to permit sale or disposition as set forth in the Proposed Registration.

         (e) Notwithstanding the foregoing, if the managing underwriter
determines and advises in writing that the inclusion of all Restricted Shares
proposed to be included in the underwritten public offering, together with any
other issued and outstanding shares of Common Stock proposed to be included
therein by holders other than the holders of Restricted Securities (such other
shares hereinafter collectively referred to as the "Other Shares"), would
interfere with the successful marketing of such securities, then the number of
such shares to be included in such underwritten public offering shall be reduced
first, (i) by the shares requested to be included in such registration by the
holders of Other Shares, and second, if necessary, (ii) from the number of
Restricted Shares then owned by each such holder of such Restricted Shares, on a
pro rata basis, based upon the number of Restricted Shares sought to be
registered by each such holder. The shares of Common Stock that are excluded
from the underwritten public offering shall be withheld from the market by the
holders

                                       -8-

thereof for a period, not to exceed 180 days, that the managing underwriter
reasonably determines as necessary in order to effect the underwritten public
offering.

         3.7 Preparation and Filing. If and whenever the Corporation is under an
obligation pursuant to the provision of this Section 3 to use its best efforts
to effect the registration of any Restricted Shares, the Corporation shall, as
expeditiously as practicable:

             (a) prepare and file with the Commission a registration statement
with respect to such securities and use its best efforts to cause such
registration statement to become and remain effective in accordance with Section
3.7(b) hereof;

             (b) prepare and file with the Commission such amendments and
supplements to such registration statements and the prospectus used in
connection therewith as may be necessary to keep such registration statement
effective until the earlier of (i) the sale of all Restricted Shares covered
thereby or (ii) the expiration of nine months from the effective date of the
registration statement, and to comply with the provisions of the Securities Act
with respect to the sale or other disposition of all Restricted Shares covered
by such registration statement;

             (c) furnish to each holder whose Restricted Shares are being
registered pursuant to this Section 3 such number of copies of any summary
prospectus or other prospectus, including a preliminary prospectus, in
conformity with the requirements of the Securities Act, and such other documents
as such seller may reasonably request in order to facilitate the public sale or
other disposition of such Restricted Shares;

             (d) use its best efforts to register or qualify the Restricted
Shares covered by such registration statement under the securities or blue sky
laws of such jurisdictions as each holder whose Restricted Shares are being
registered pursuant to this Section 3 shall reasonably request and do any and
all other acts or things which may be necessary or advisable to enable such
holder to consummate the public sale or other disposition in such jurisdictions
of such Restricted Shares; provided, however, that the Corporation shall not be
required to consent to general service of process for all purposes in any
jurisdiction where it is not then subject to process, qualify to do business as
a foreign corporation where it would be otherwise required to qualify or submit
to liability for state or local taxes where it is not liable for such taxes;

             (e) at any time when a prospectus relating thereto covered by such
registration statement is required to be delivered under the Securities Act
within the appropriate period mentioned in Section 3.7(b) hereof, notify each
holder whose Restricted Shares are being registered pursuant to this Section 3
of the happening of any event as a result of which the prospectus included in
such registration, as then in effect, includes an untrue statement of a material
fact or omits to state a material fact

                                       -9-

required to be stated therein or necessary to make the statements therein not
misleading in light of the circumstances then existing and, at the request of
such seller, as promptly as practicable prepare, file and furnish to such seller
a reasonable number of copies of a supplement to or an amendment of such
prospectus as may be necessary so that, as thereafter delivered to the
purchasers of such shares, such prospectus shall not include an untrue statement
of a material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein not misleading in light of
the circumstances then existing;

             (f) if the Corporation has delivered preliminary or final
prospectuses to the selling Stockholders and having done so the prospectus is
amended to comply with the requirements of the Securities Act, the Corporation
shall promptly notify the selling Stockholders and, if requested, the selling
Stockholders shall immediately cease making offers of Restricted Shares and
return all prospectuses to the Corporation. The Corporation shall promptly
provide the selling Stockholders with revised prospectuses and, following
receipt of the revised prospectuses, the selling Stockholders shall be free to
resume making offers of the Restricted Shares;

             (g) furnish, at the request of any holder whose Restricted Shares
are being registered pursuant to this Section 3, on the date that such
Restricted Shares are delivered to the underwriters for sale in connection with
,a registration pursuant to this Section 3, if such securities are being sold
through underwriters, or, if such securities are not being sold through
underwriters, on the date that the registration statement with respect to such
securities becomes effective, (i) an opinion, dated such date, of the counsel
representing the Corporation for the purposes of such registration, in form and
substance as is customarily given to underwriters, if any, and to the holder or
holders making such request, and (ii) a letter dated such date, from the
independent certified public accountants of the Corporation, in form and
substance as is customarily given by independent certified public accountants to
underwriters in an underwritten public offering, addressed to the underwriters,
if any, and to the holder or holders making such request; and

             (h) furnish to the holders of Restricted Shares for whom such
Restricted Shares are registered or are to be registered an agreement
satisfactory in form and substance to them by the Corporation and each of its
officers, directors and holders of 5% or more of any class of capital stock that
during the 30 days before and up to the 180 days after the effective date of any
underwritten public offering, the Corporation and such officers, directors and
5% security holders shall not offer, sell, contract to sell or otherwise dispose
of any shares of capital stock or securities convertible into capital stock,
except as part of such underwritten public offering and except that gifts may be
made to relatives or their legal representatives or trust beneficiaries and
Transfers may be made to transferees pursuant to Section 3.3 upon the condition
that the donees or other transferees agree in writing to be bound by the
restrictions contained in this clause (h) of Section 3.7.

                                      -10-

                                   APPENDIX 1

                               NOTICE OF EXERCISE

1. The undersigned hereby elects to purchase _____ shares of the Common/ Series
_______ Preferred [strike one] Stock of __________________________ pursuant to
the terms of the attached Warrant, and tenders herewith payment of the purchase
price of such shares in full.

1. The undersigned hereby elects to convert the attached Warrant into Shares/
cash [strike one] in the manner specified in the Warrant. This conversion is
exercised with respect to ________________________ of the Shares covered by the
Warrant.

[Strike paragraph that does not apply.]

2. Please issue a certificate or certificates representing said shares in the
name of the undersigned or in such other name as is specified below:

- ---------------------------
(Name)

- ---------------------------
(Address)

- ---------------------------

3. The undersigned represents it is acquiring the shares solely for its own
account and not as a nominee for any other party and not with a view toward the
resale or distribution thereof except in compliance with applicable securities
laws.

- ---------------------------
(Signature)

- ---------------------
(Date)

                                            ------------------------------------

                                      -11- 

Basic Info X:

Name: the successor entity assumes the obligations of this Warrant, then this Warrant
Type: this Warrant
Date: May 14, 1996
Company: VIRUS RESEARCH INSTITUTE INC
State: Delaware

Other info:

Date:

  • April 12 , 1996
  • April 12 , 2001

Organization:

  • Virus Research Institute , Inc.
  • Fair Market Value
  • Notice of Exercise
  • Board of Directors
  • Assumption of Warrant
  • Securities Laws on Transfer
  • Securities and Exchange Commission
  • Commonwealth of Massachusetts

Location:

  • Delaware
  • Massachusetts
  • Santa Clara County
  • California

Money:

  • $ 1.50
  • $ 1.00

Percent:

  • 80 %
  • 50 %
  • 5 %