THE SALE OF THE SECURITIES WHICH ARE THE SUBJECT OF THIS WARRANT

 

                                                                   EXHIBIT 10.15

               NEITHER THIS WARRANT NOR ANY OF THE SECURITIES ISSUABLE HEREUNDER
          HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
          "ACT"), AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED
          OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT
          WITH RESPECT TO SUCH WARRANT OR SECURITIES, OR DELIVERY OF AN OPINION
          OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY THAT SUCH
          OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE WITH
          THE ACT OR UNLESS SOLD IN FULL COMPLIANCE WITH RULE 144 UNDER THE ACT.

               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
          25100, 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.

                             STOCK PURCHASE WARRANT

                                       OF

                          ADEZA BIOMEDICAL CORPORATION

             INCORPORATED UNDER THE LAWS OF THE STATE OF CALIFORNIA
             ------------------------------------------------------

Issued:  April 30, 1996

     THIS CERTIFIES THAT, for value received, ___________________________ (the
"Holder") is entitled to subscribe for and purchase shares (the "Shares") of
fully paid and nonassessable (i) common stock ("Common Stock") of Adeza
Biomedical Corporation (the "Company") at an exercise price per share equal to
eighty-five percent (85%) of the per share price at which the Common Stock is
offered in the Company's firm commitment, underwritten initial public offering
(the "IPO"), in the event that the date that the registration statement for the
IPO is deemed effective by the Securities and Exchange Commission occurs prior
to the closing date of the Company's next private equity financing in an
aggregate amount of at least $4 million (including conversion of all then-
outstanding convertible secured promissory notes (the "Notes") issued by the
Company in connection with the Note and Warrant Purchase Agreement (the

"Purchase Agreement") dated April 30, 1996, by and between the Company and
certain holders of the Company's Series 1 and Series 2 Preferred Stock) (the
"Private Equity Financing"), or (ii) preferred stock of the Company issued in
                             --
the next Private Equity Financing ("Preferred Stock") at an exercise price per
share equal to the price paid for the Preferred Stock by the investors in such
Private Equity Financing, in the event that the Company consummates a Private
Equity Financing prior to the effective date of the IPO; in each case subject to
the provisions and upon the terms and conditions set forth in this Warrant.   In
the event that neither the effective date of the IPO nor the closing of the
Private Equity Financing occurs on or before December 31, 1997, this Warrant
will be exercisable for shares of the Company's Series 2 Preferred Stock at a
price of $1.00 per share. In the event that neither the effective date of the
IPO nor the closing of the Private Equity Financing occurs on or before the
Holder receives notice of a pending sale or acquisition pursuant to Section 1
below, this Warrant will be exercisable for shares of the Company's Series 2
Preferred Stock at a price per share equal to eighty-five percent (85%) of the
per share price at which the Series 2 Preferred Stock is sold to the acquiring
entity in such sale or acquisition.  The Common Stock or Preferred Stock, as the
case may be, issued upon exercise of this Warrant shall be referred to hereafter
as the "Stock."  The exercise price per share for the Stock, as adjusted
pursuant to the terms hereof, shall be referred to hereafter as the "Warrant
Price."  "Grant Date" shall mean April 30, 1996.

     This Warrant is issued in connection with a committed line of funding
("Line of Funding") provided by the Holder to the Company pursuant to the terms
and subject to the conditions of the Purchase Agreement.

     1.  TERM.  Subject to the terms and conditions of this Warrant, the
         ----                                                           
purchase right represented by this Warrant is exercisable, in whole or in part,
at any time and from time to time from and after the Grant Date and prior to the
earlier of (a) the date five (5) years after the Grant Date or (b) the closing
of the Company's sale of all or substantially all of its assets or the
acquisition of the Company by another entity by means of a merger or other
transaction as a result of which the shareholders of the Company immediately
prior to such acquisition possess a minority of the voting power of the
acquiring entity immediately following such acquisition.  At least thirty (30)
days prior to the occurrence of an event specified in (a) or (b) of this Section
1, the Company shall mail to the Holder notice of such event and that the
Holder's right to exercise this Warrant shall terminate upon the occurrence of
such event.

     2.  LOCK-UP.  Notwithstanding Section 1 above, in the event that the
         -------                                                         
effective date of the IPO occurs prior to June 30, 1997, this Warrant may not be
exercised during the one (1) year period following the effective date of the
IPO.

     3.  NUMBER OF SHARES.  Subject to the terms and conditions hereinafter set
         ----------------                                                      
forth, the Holder is entitled, upon surrender of this Warrant, to purchase from
the Company that number of Shares as equals (x) one tenth of the aggregate
principal amount that the Holder has committed to loan to the Company pursuant
to the Line of Funding, divided by the Warrant Price, plus (y) the quotient of
(i) .05 multiplied by the total original principal dollar amount of all Notes
issued to the Holder (the "Note Amount") multiplied by the number of full or
partial calendar months such Note Amount is outstanding, divided by (ii) the
Warrant Price; provided, however, in no event

                                      -2-

will the number of Shares issuable upon exercise of this Warrant exceed fifty
percent (50%) of the aggregate principal amount of all Notes issued to the
Holder divided by the Warrant Price.

     4.  METHOD OF EXERCISE; NET ISSUE EXERCISE.
         -------------------------------------- 

         (a) Method of Exercise; Payment; Issuance of New Warrant.  The
             ----------------------------------------------------      
purchase right represented by this Warrant may be exercised by the Holder, in
whole or in part and from time to time, by either, at the election of the
Holder, (i) the surrender of this Warrant (with the notice of exercise form
attached hereto as Exhibit A duly executed) at the principal office of the
                   ---------                                              
Company and by the payment to the Company, by check, of an amount equal to the
then-applicable Warrant Price multiplied by the number of Shares then being
purchased, or (ii) if in connection with a registered public offering of the
Company's securities, the surrender of this Warrant (with the notice of exercise
form attached hereto as Exhibit A-1 duly executed) at the principal office of
                        -----------                                          
the Company together with notice of arrangements reasonably satisfactory to the
Company for payment to the Company either by check or from the proceeds of the
sale of shares to be sold by the Holder in such public offering of an amount
equal to the then-applicable Warrant Price multiplied by the number of Shares
then being purchased.  The person or persons in whose name(s) any certificate(s)
representing Shares shall be issuable upon exercise of this Warrant shall be
deemed to have become the holder(s) of record of, and shall be treated for all
purposes as the record holder(s) of, the Shares represented thereby (and such
Shares shall be deemed to have been issued) immediately prior to the close of
business on the date or dates upon which this Warrant is exercised.  In the
event of any exercise of the rights represented by this Warrant, certificates
for the Shares so purchased shall be delivered to the Holder as soon as possible
and in any event within thirty (30) days of receipt of such notice and, unless
this Warrant has been fully exercised or expired, a new warrant representing the
portion of the Shares, if any, with respect to which this Warrant shall not then
have been exercised shall also be issued to the Holder as soon as possible and
in any event within such thirty (30) day period.

         (b)  Net Issue Exercise.
              ------------------ 

              (i) In lieu of exercising this Warrant as set forth in Section
4(a) above, the Holder may elect to receive shares equal to the value of this
Warrant (or the portion thereof being canceled) by surrender of this Warrant
(with the notice of exercise form attached hereto as Exhibit A duly executed) at
                                                     ---------
the principal office of the Company in which event the Company shall issue to
the Holder a number of shares of the Company's Stock computed using the
following formula:

               X = Y(A - B)
                   --------
                      A

Where     X = The number of shares of Stock to be issued to the Holder.

          Y = the number of shares of Stock purchasable under this Warrant.

          A = the fair market value of one share of such Stock.

          B = the Warrant Price (as adjusted to the date of such calculations).

                                      -3-

          (ii) For purposes of this Section 4(b), the "fair market value" of the
Stock shall be determined by the Company's Board of Directors in good faith;
provided, however, that in the event the Warrant is exercised after the
Company's IPO, the fair market value per Share shall be calculated on the basis
of (a) if the Stock is then traded on a securities exchange, the average of the
closing prices of the Stock on such exchange over the 30-day period ending three
(3) days prior to the date of exercise, (b) if the Stock is then regularly
traded over-the-counter, the average of the sale prices or secondarily the
closing bid of the Stock over the 30-day period ending three (3) days prior to
the date of exercise, or (c) if there is no active public market for the Stock,
the fair market value thereof as determined in good faith by the Board of
Directors of the Company.

     5.  STOCK FULLY PAID; RESERVATION OF SHARES.  All Shares that may be issued
         ---------------------------------------                                
upon the exercise of the rights represented by this Warrant will, upon issuance,
be fully paid and nonassessable, and free from all taxes, liens and charges with
respect to the issue thereof.  During the period within which the rights
represented by this Warrant may be exercised, the Company will at all times have
authorized and reserved for the purpose of issuance upon exercise of the
purchase rights evidenced by this Warrant, a sufficient number of shares of its
Stock to provide for the exercise of the right represented by this Warrant.

     6.  ADJUSTMENT OF WARRANT PRICE AND NUMBER OF SHARES.  The number and kind
         ------------------------------------------------                      
of securities purchasable upon the exercise of this Warrant and the Warrant
Price shall be subject to adjustment from time to time upon the occurrence of
certain events, as follows:

         (a) Reclassification.  In case of any reclassification, change or
             ----------------                                             
conversion of securities of the class issuable upon exercise of this Warrant
(other than a change in par value, or from par value to no par value, or from no
par value to par value, or as a result of a subdivision or combination), the
Company shall execute a new Warrant (in form and substance satisfactory to the
Holder) providing that the Holder shall have the right to exercise such new
Warrant and upon such exercise to receive, in lieu of each share of Stock
theretofore issuable upon exercise of this Warrant, the kind and amount of
shares of stock, other securities, money and property receivable upon such
reclassification, change or conversion by a holder of one (1) share of Stock.
Such new Warrant shall provide for adjustments that shall be as nearly
equivalent as may be practicable to the adjustments provided for in this Section
6.  The provisions of this subparagraph (a) shall similarly apply to successive
reclassification, changes and conversions.

         (b) Splits, Subdivisions or Combination of Shares.  If the Company at
             ---------------------------------------------                    
any time while this Warrant remains outstanding and unexpired shall split,
subdivide or combine the Stock, the Warrant Price and the number of Shares
issuable upon exercise hereof shall be proportionately adjusted such that the
aggregate exercise price of this Warrant shall at all time remains equal.

         (c) Stock Dividends.  If the Company at any time while this Warrant is
             ---------------                                                   
outstanding and unexpired shall pay a dividend payable in shares of Stock
(except any distribution specifically provided for in the foregoing
subparagraphs (a) and (b)), then the Warrant Price shall be adjusted, from and
after the date of determination of shareholders entitled to receive such
dividend or distribution, to that price determined by multiplying the Warrant
Price in effect immediately prior to such date of determination by a fraction
(i) the numerator of which shall be

                                      -4-

the total number of shares of Stock outstanding immediately prior to such
dividend or distribution, and (ii) the denominator of which shall be the total
number of shares of Stock outstanding immediately after such dividend or
distribution, and the number of Shares subject to this Warrant shall be
proportionately adjusted.

         (d) Certain Dilutive Issuances.  The Shares issuable upon exercise of
             --------------------------                                       
this Warrant shall be afforded the same antidilution protection as the Company's
Preferred Stock as set forth in Section 5(d)(i)-(v) of the Company's Restated
Articles of Incorporation.

         (e) No Impairment.  The Company will not, by amendment of its Articles
             -------------                                                     
of Incorporation or through any reorganization, recapitalization, 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 hereunder by the Company, but will
at all times in good faith assist in the carrying out of all the provisions of
this Section 6 and in the taking of all such action as may be necessary or
appropriate in order to protect the rights of the Holder against impairment.

         (f) Notices of Record Date.  In the event of any taking by the Company
             ----------------------                                            
of a record of its shareholders for the purpose of determining shareholders who
are entitled to receive payment of any dividend (other than a cash dividend) or
other distribution, any right to subscribe for, purchase or otherwise acquire
any share of any class or any other securities or property, or to receive any
other right, or for the purpose of determining shareholders who are entitled to
vote in connection with any proposed merger or consolidation of the Company with
or into any other corporation, or any proposed sale, lease or conveyance of all
or substantially all of the assets of the Company, or any proposed liquidation,
dissolution or winding up of the Company, the Company shall mail to the Holder,
at least twenty (20) days prior to the date specified therein, a notice
specifying the date on which any such record is to be taken for the purpose of
such dividend, distribution or right, and the amount and character of such
dividend, distribution or right.

     7.  NOTICE OF ADJUSTMENTS.  Whenever the Warrant Price shall be adjusted
         ---------------------                                               
pursuant to the provisions hereof, the Company shall within five (5) days of
such adjustment deliver a certificate signed by its chief financial officer to
the Holder setting forth, in reasonable detail, the event requiring the
adjustment, the amount of the adjustment, the method by which such adjustment
was calculated, and the Warrant Price after giving effect to such adjustment.

     8.  FRACTIONAL SHARES.  No fractional shares of Stock will be issued in
         -----------------                                                  
connection with any exercise hereunder, but in lieu of such fractional shares
the Company shall make a cash payment therefor upon the basis of the Warrant
Price then in effect.

     9.  MARKET STAND-OFF AGREEMENT.  The Holder hereby agrees that, during the
         --------------------------                                            
period of duration specified by the Company or an underwriter of capital stock
or other securities of the Company, following the effective date of a
registration statement of the Company filed under the Act, it shall not, to the
extent requested by the Company and such underwriter, directly or indirectly
sell, offer to sell, contract to sell (including, without limitation, any short
sale), grant any option to purchase or otherwise transfer or dispose of (other
than to donees who agree to be

                                      -5-

similarly bound) any securities of the Company held by it at any time during
such period except capital stock included in such registration; provided,
however, that:

         (a) all executive officers and directors of the Company and all
holders of one percent (1%) or greater of the Company's capital stock enter into
similar agreements; and

         (b) such period shall not exceed one hundred eighty (180) days
beginning the day after the effective date of such registration statement.

         In order to enforce the foregoing covenant, the Company may impose
stop-transfer instructions with respect to the Stock of the Investor until the
end of such period.

     10. TRANSFERS AND EXCHANGES.
         ----------------------- 

         (a) This Warrant shall not be transferable in whole or in part unless
and until all conditions to transfer set forth in Section 7.8 of the Purchase
Agreement have been met.

         (b) It shall be a further condition to each such transfer that the
transferee shall receive and accept a Warrant, of like tenor and date, executed
by the Company.

         (c) All new Warrants issued in connection with transfers or exchanges
shall be identical in form and provision to this Warrant except as to the number
of Shares.

     11. RIGHTS AS SHAREHOLDERS.  No holder of this Warrant, as such, shall be
         ----------------------                                               
entitled to vote or receive dividends or be deemed the holder of Stock, or any
other securities of the Company which may at any time be issuable on the
exercise thereof for any purpose, nor shall anything contained herein be
construed to confer upon the Holder, as such, any of the rights of a shareholder
of the Company or any right to vote for the election of directors or upon any
matter submitted to shareholders at any meeting thereof, or to receive notice of
meetings, or to receive dividends or subscription rights or otherwise until this
Warrant shall have been exercised and the Shares purchasable upon the exercise
hereof shall have become deliverable, as provided herein.

     12. REGISTRATION RIGHTS.  The Shares shall be subject to the registration
         -------------------                                                  
rights set forth in that certain Investors' Rights Agreement dated December 21,
1994, by and between the Company and certain holders of the Company's Series 1
and Series 2 Preferred Stock, as amended on April 30, 1996, and as modified by
that certain shareholder election and waiver letter dated April 24, 1996.

     13. AMENDMENTS AND WAIVERS.  Any term of this Warrant may be amended and
         ----------------------                                              
the observance of any term of this Warrant may be waived (either generally or in
a particular instance and either retroactively or prospectively), only with the
written consent of the Company and the Holder.  Any such amendment or waiver
shall be binding on the parties.

     14. NOTICES.  Any notice, request or other document required or permitted
         -------                                                              
to be given or delivered to the Holder or the Company shall be delivered, or
shall be sent by certified or registered mail, postage prepaid, to such Holder
at its address as shown on the books of the Company or to the Company at the
address indicated on the signature page of this Warrant.

                                      -6-

     15.  BINDING EFFECT ON SUCCESSORS.  All of the obligations of the Company
          ----------------------------                                        
relating to the Stock issuable upon the exercise of this Warrant shall survive
the exercise and termination of this Warrant and all of the covenants and
agreements of the Company shall inure to the benefit of the permitted successors
and assigns of the Holder.

     16.  LOST WARRANTS OR STOCK CERTIFICATES.  The Company covenants to the
          -----------------------------------                               
Holder that upon receipt of evidence reasonably satisfactory to the Company of
the loss, theft, destruction or mutilation of this Warrant or any stock
certificate and, in the case of any such loss, theft or destruction, upon
receipt of an indemnity reasonably satisfactory to the Company, or in the case
of any such mutilation upon surrender and cancellation of such Warrant or stock
certificate, the Company will make and deliver a new Warrant or stock
certificate, of like tenor, in lieu of the lost, stolen, destroyed or mutilated
Warrant or stock certificate.

     17.  DESCRIPTIVE HEADINGS.  The descriptive headings of the several
          --------------------                                          
paragraphs of this Warrant are inserted for convenience only and do not
constitute a part of this Warrant.

     18.  GOVERNING LAW.  This Warrant shall be construed and enforced in
          -------------                                                  
accordance with, and the rights of the parties shall be governed by, the laws of
the State of California, without regard to its conflicts of law provisions.

               [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

                                      -7-

     IN WITNESS WHEREOF, this Stock Purchase Warrant is executed effective as of
the date first above written.

                                             ADEZA BIOMEDICAL CORPORATION    
                                                                             
                                                                             
                                             By:_____________________________
                                                                             
                                             Title:__________________________
                                                                             
                                             Address:  1240 Elko Drive       
                                                       Sunnyvale, CA  94089

ACKNOWLEDGED AND AGREED TO:

By: ________________________________

Name: ______________________________

Title: _____________________________

Address: ___________________________

____________________________________

                                      -8-

                                   EXHIBIT A

                              NOTICE OF EXERCISE

To: _______________________________

___________________________________

___________________________________ 

Attn: _____________________________

     1.  The undersigned hereby elects to purchase __________ shares of
________________ Stock of Adeza Biomedical Corporation pursuant to the terms of
the attached Warrant, and (please indicate either (a) or (b) below):

     _____    (a)  tenders herewith payment of the purchase price of such shares
                   in full, or

     _____    (b)  elects to effect such purchase through the Net Issue Exercise
                   provision set forth in Section 4(b) of the attached Warrant.

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

          Name: ________________________________

          Address: _____________________________

                   _____________________________

                   _____________________________

     3.  The undersigned represents that the aforesaid shares being acquired for
the account of the undersigned for investment and not with a view to, or for
resale in connection with, the distribution thereof and that the undersigned has
no present intention of distributing or reselling such shares.

 
                                             ___________________________________
                                                           (Signature)

___________________________ 
          (Date)

                                      -9-

                                  EXHIBIT A-1

                              NOTICE OF EXERCISE

To: _______________________________

___________________________________

___________________________________ 

Attn: _____________________________

     1.  Contingent upon and effective immediately prior to the closing (the
"Closing") of the Company's public offering contemplated by the Registration
Statement of Form S-______, filed __________, __________, the undersigned hereby
elects to purchase shares of _______________ Stock of the Company (or such
lesser number of shares as may be sold on behalf of the undersigned at the
Closing) pursuant to the terms of the attached Warrant.

     2.  Please deliver to the custodian for the selling shareholders a stock
certificate representing such __________ shares.

     3.  The undersigned has instructed the custodian for the selling
shareholders to deliver to the Company $__________ or, if less, the net proceeds
due the undersigned from the sale of shares in the aforesaid public offering. If
such net proceeds are less than the purchase price for such shares, the
undersigned agrees to deliver the difference to the Company prior to the
Closing.

                                             ___________________________________
                                                           (Signature)

___________________________ 
          (Date)

                                   EXHIBIT B

                              NOTICE OF ASSIGNMENT

       For value received, the undersigned hereby sells, assigns and transfers
  unto the person(s) listed below the right to purchase that number of shares of
  _____________ Stock of Adeza Biomedical Corporation pursuant to the terms of
  the attached Warrant, together with all right, title and interest therein,
  with full power of substitution in the premises:

NAME(S) OF ASSIGNEE(S) ADDRESS OF ASSIGNEE(S) # OF SHARES ASSIGNED - ------------------------------------------------------------------------- - ------------------------------------------------------------------------- - ------------------------------------------------------------------------- - ------------------------------------------------------------------------- - ------------------------------------------------------------------------- - -------------------------------------------------------------------------
And if said number of Shares shall not be all the Shares represented by the attached Warrant, a new Warrant is to be issued in the name of the undersigned for the balance remaining of the Shares registered by said Warrant. Dated: ________________________________ Signature: ________________________________ Address: ________________________________ ________________________________ ________________________________ Notice: The signature to the foregoing Assignment must correspond to the name as written upon the face of the attached Warrant in every particular, without alteration or any change whatsoever; signature(s) must be guaranteed by an eligible guarantor institution (banks, stock brokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program) pursuant to Securities and Exchange Commission Rule 17Ad-15.

Basic Info X:

Name: THE SALE OF THE SECURITIES WHICH ARE THE SUBJECT OF THIS WARRANT
Type: the Sale of the Securities which are the Subject of this Warrant
Date: May 13, 1996
Company: ADEZA BIOMEDICAL CORP
State: Delaware

Other info:

Date:

  • December 31 , 1997
  • June 30 , 1997
  • December 21 , 1994
  • April 30 , 1996
  • April 24 , 1996

Organization:

  • Private Equity Financing
  • Line of Funding
  • Issuance of New Warrant
  • Company 's Board of Directors
  • Board of Directors of the Company
  • Company 's Restated Articles of Incorporation
  • Notices of Record Date
  • Stock Purchase Warrant
  • Elko Drive Sunnyvale
  • Adeza Biomedical Corporation
  • Securities and Exchange Commission Rule 17Ad-15

Location:

  • State of California

Money:

  • $ 4 million
  • $ 1.00

Percent:

  • eighty-five percent
  • 85 %
  • fifty percent
  • 50 %
  • 1 %