Common use of Exchange and Transfer of Warrant Certificates Clause in Contracts

Exchange and Transfer of Warrant Certificates. SECTION 4.01. EXCHANGE AND TRANSFER OF WARRANT CERTIFICATES. [IF OFFERED SECURITIES WITH WARRANTS WHICH ARE IMMEDIATELY DETACHABLE OR WARRANTS ALONE - Upon] [IF OFFERED SECURITIES WITH WARRANTS WHICH ARE NOT IMMEDIATELY DETACHABLE Prior to the Detachable Date a Warrant Certificate may be exchanged or transferred only together with the Offered Security to which the Warrant Certificate was initially attached, and only for the purposes of effecting or in conjunction with an exchange or transfer of such Offered Security. On or prior to the Detachable Date, each transfer of the Offered Security on the register of the Offered Securities shall operate also to transfer the related Warrant Certificates. After the Detachable Date upon] surrender at the corporate trust office of the Warrant Agent or [__________], Warrant Certificates may be exchanged for other Warrant Certificates in denominations evidencing Warrants, each Warrant entitling the holder thereof to purchase [_____ shares] [$_____________ principal amount of Warrant Securities or its equivalent in a foreign currency or composite currency] at the Warrant Price [IF REGISTERED WARRANTS - or may be transferred in whole or in part] [IF BEARER OR REGISTERED WARRANTS - provided that such other Warrant Certificates evidence the same aggregate number of Warrants as the Warrant Certificates so surrendered.] [IF REGISTERED WARRANTS - The Warrant Agent shall keep, at its corporate trust office [or at __________], books in which, subject to such reasonable regulations as it may prescribe, it shall register Warrant Certificates in accordance with Section 1.02 and transfers of outstanding Warrant Certificates, upon surrender of the Warrant Certificates to the Warrant Agent at its corporate trust office [or at ______] for transfer, properly endorsed or accompanied by appropriate instruments of transfer and written instructions for transfer, all in form satisfactory to the Company and the Warrant Agent.] No service charge shall be made for any exchange or transfer of Warrant Certificates, but the Company may require payment of a sum sufficient to cover any stamp or other tax or other governmental charge that may be imposed in connection with any such exchange or transfer. Whenever any Warrant Certificates are so surrendered for exchange or transfer an authorized officer of the Warrant Agent shall countersign and deliver to the person or persons entitled thereto a Warrant Certificate or Warrant Certificates duly authorized and executed by the Company, as so requested. The Warrant Agent shall not be required to effect any exchange or transfer which will result in the issuance of a Warrant Certificate evidencing a fraction of a Warrant or a number of full Warrants and a fraction of a Warrant. All Warrant Certificates issued upon any exchange or transfer of Warrant Certificates shall be the valid obligations of the Company, evidencing the same obligations, and entitled to the same benefits under this Warrant Agreement, as the Warrant Certificates surrendered for such exchange or transfer.

Exchange and Transfer of Warrant Certificates. SECTION 4.01. EXCHANGE AND TRANSFER OF WARRANT CERTIFICATES. [IF OFFERED SECURITIES WITH WARRANTS WHICH ARE IMMEDIATELY DETACHABLE OR WARRANTS ALONE - ISSUED INDEPENDENT OF ANY OFFERED SECURITIES--Upon] [IF OFFERED SECURITIES WITH WARRANTS WHICH ARE NOT IMMEDIATELY DETACHABLE DETACHABLE--Prior to the Detachable Date a Warrant Certificate may be exchanged or transferred only together with the Offered Security Securities to which the Warrant Certificate was initially attached, and only for the purposes purpose of effecting effecting, or in conjunction with with, an exchange or transfer of such Offered Security. On or prior Prior to the Detachable Date, each transfer of the Offered Security [on the register of maintained with respect to the Offered Securities Securities] shall operate also to transfer the related Warrant Certificates. After the Detachable Date Date, upon] surrender at the principal corporate trust office of the Warrant Agent [or [__________]], Warrant Certificates evidencing Warrants may be exchanged for other Warrant Certificates in other denominations evidencing Warrants, each Warrant entitling the holder thereof to purchase [_____ shares] [$_____________ principal amount of Warrant Securities or its equivalent in a foreign currency or composite currency] at the Warrant Price such Warrants [IF REGISTERED WARRANTS - WARRANTS--or the transfer may be transferred registered in whole or in part] [IF BEARER OR REGISTERED WARRANTS - ]; provided that such other Warrant Certificates evidence the same aggregate a like number of Warrants as the Warrant Certificates so surrendered.] . [IF REGISTERED AND BEARER WARRANTS - The Warrant Agent shall keep(SUBJECT TO ANY LIMITATIONS IMPOSED WITH RESPECT TO SUCH EXCHANGES)--After the Detachable Date, upon] [Upon] surrender at its the principal corporate trust office of the Warrant Agent [or at [__________]], Warrant Certificates in bearer form may be exchanged for Warrant Certificates in registered form evidencing a like number of Warrants.] [IF REGISTERED WARRANTS--The Warrant Agent shall keep, at its corporate trust office, books in which, subject to such reasonable regulations as it may prescribe, it shall register Warrant Certificates in accordance with Section 1.02 and exchanges and transfers of outstanding Warrant Certificates, Certificates upon surrender of the Warrant Certificates to the Warrant Agent at its principal corporate trust office [or at [________]] for exchange [or registration of transfer], properly endorsed or accompanied by appropriate instruments of registration of transfer and written instructions for transfer, all in form satisfactory to the Company and the Warrant Agent.] No The Company may require payment of a service charge shall be made for any exchange [or transfer registration of transfer] of Warrant Certificates, but the Company and may require payment of a sum sufficient to cover any stamp or other tax or other governmental charge that may be imposed in connection with any such exchange [or registration of transfer]. Whenever any Warrant Certificates are so surrendered for exchange [or transfer registration of transfer] an authorized officer of the Warrant Agent shall manually countersign and deliver to the person or persons entitled thereto a Warrant Certificate or Warrant Certificates duly authorized and executed by the Company, as so requested. The Warrant Agent shall not be required to effect any exchange [or transfer registration of transfer] which will result in the issuance of a Warrant Certificate evidencing a fraction of a Warrant or a number of full Warrants and a fraction of a Warrant. All Warrant Certificates issued upon any exchange [or transfer registration of transfer] of Warrant Certificates shall be the valid obligations of the Company, evidencing the same obligations, and entitled to the same benefits under this Warrant Agreement, as the Warrant Certificates surrendered for such exchange [or registration of transfer].

Exchange and Transfer of Warrant Certificates. SECTION 4.01. EXCHANGE AND TRANSFER OF WARRANT CERTIFICATES. [IF OFFERED SECURITIES WITH WARRANTS WHICH ARE IMMEDIATELY DETACHABLE OR WARRANTS ALONE - Upon] [IF OFFERED SECURITIES WITH WARRANTS WHICH ARE NOT IMMEDIATELY DETACHABLE Prior (a) In addition to the Detachable Date a Warrant Certificate any other legend which may be exchanged or transferred only together with the Offered Security to which the Warrant Certificate was initially attached, and only for the purposes of effecting or in conjunction with an exchange or transfer of such Offered Security. On or prior to the Detachable Date, each transfer of the Offered Security on the register of the Offered Securities shall operate also to transfer the related Warrant Certificates. After the Detachable Date upon] surrender at the corporate trust office of the Warrant Agent or [__________], Warrant Certificates may be exchanged for other Warrant Certificates in denominations evidencing Warrantsrequired by applicable law, each Warrant entitling the holder thereof to purchase [_____ shares] [$_____________ principal amount of Warrant Securities or its equivalent in a foreign currency or composite currency] at the Warrant Price [IF REGISTERED WARRANTS - or may be transferred in whole or in part] [IF BEARER OR REGISTERED WARRANTS - provided that such other Warrant Certificates evidence the same aggregate number of Warrants as the Warrant Certificates so surrendered.] [IF REGISTERED WARRANTS - The Warrant Agent shall keep, at its corporate trust office [or at __________], books in which, subject to such reasonable regulations as it may prescribe, it shall register Warrant Certificates in accordance with Section 1.02 and transfers of outstanding Warrant Certificates, upon surrender of the Warrant Certificates to the Warrant Agent at its corporate trust office [or at ______] for transfer, properly endorsed or accompanied by appropriate instruments of transfer and written instructions for transfer, all in form satisfactory to the Company and the Warrant Agent.] No service charge shall be made for any exchange or transfer of Warrant Certificates, but the Company may require payment of a sum sufficient to cover any stamp or other tax or other governmental charge that may be imposed in connection with any such exchange or transfer. Whenever any Warrant Certificates are so surrendered for exchange or transfer an authorized officer of the Warrant Agent shall countersign and deliver to the person or persons entitled thereto Certificate representing a Warrant Certificate or and each certificate representing Warrant Certificates duly authorized and executed by the Company, as so requested. The Warrant Agent shall not be required to effect any exchange or transfer which will result in the issuance Shares issued upon exercise of a Warrant Certificate evidencing a fraction of a Warrant or a number of full Warrants and a fraction of a Warrant. All Warrant Certificates issued upon any exchange or transfer of Warrant Certificates shall be the valid obligations of the Companyhave endorsed, evidencing the same obligations, and entitled to the same benefits under this Warrant Agreementextent appropriate, as upon its face the Warrant Certificates surrendered for such exchange or transferfollowing words: NEITHER THE SECURITY REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY JURISDICTION. THIS SECURITY AND THE SECURITIES ISSUABLE UPON ITS EXERCISE MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, ASSIGNED, ENCUMBERED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO (I) A REGISTRATION STATEMENT WITH RESPECT TO SUCH SECURITIES THAT IS EFFECTIVE UNDER SUCH ACT OR APPLICABLE STATE SECURITIES LAW OR (II) ANY EXEMPTION FROM REGISTRATION UNDER SUCH ACT, OR APPLICABLE STATE SECURITIES LAW, RELATING TO THE DISPOSITION OF SECURITIES, INCLUDING RULE 144, AND, IF REQUESTED BY THE COMPANY, AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY OPINING AS TO SUCH EXEMPTION. THIS SECURITY IS SUBJECT TO THE PROVISIONS OF THE WARRANT AGREEMENT, DATED AS OF MARCH 26, 2007, BETWEEN THE COMPANY AND BAYER SCHERING PHARMA AG. A COPY OF SUCH WARRANT AGREEMENT IS AVAILABLE AT THE OFFICES OF THE COMPANY.

Exchange and Transfer of Warrant Certificates. SECTION 4.01. EXCHANGE AND TRANSFER OF WARRANT CERTIFICATES. [IF OFFERED SECURITIES WITH WARRANTS WHICH ARE IMMEDIATELY DETACHABLE OR WARRANTS ALONE - If Offered Securities with Warrants which are immediately detachable-Upon] [IF OFFERED SECURITIES WITH WARRANTS WHICH ARE NOT IMMEDIATELY DETACHABLE If Offered Securities with Warrants which are not immediately detachable-Prior to the Detachable Date a Warrant Certificate may be exchanged or transferred only together with the Offered Security to which the Warrant Certificate was initially attached, and only for the purposes purpose of effecting effecting, or in conjunction with with, an exchange or transfer of such Offered Security. On or prior Prior to the Detachable Date, each transfer of the Offered Security [on the register of maintained with respect to the Offered Securities Securities] shall operate also to transfer the related Warrant Certificates. After the Detachable Date upon] surrender at the corporate trust office of the Warrant Agent [or [__________], Warrant Certificates evidencing Warrants may be exchanged for Warrant Certificates in other denominations evidencing such Warrants [If registered Warrants-or the transfer may be registered in whole or in part]; provided that such other Warrant Certificates in denominations evidencing Warrantsevidence a like number of Warrants as the Warrant Certificates so surrendered. [If registered and bearer Warrants (subject to any limitations imposed with respect to such exchanges)--[After the Detachable Date, each Warrant entitling the holder thereof to purchase [_____ sharesupon] [$Upon] surrender at the corporate trust office of the Warrant Agent [or _____________ principal amount of ], Warrant Securities or its equivalent Certificates in a foreign currency or composite currency] at the Warrant Price [IF REGISTERED WARRANTS - or bearer form may be transferred in whole or in part] [IF BEARER OR REGISTERED WARRANTS - provided that such other exchanged for Warrant Certificates evidence the same aggregate in registered form evidencing a like number of Warrants as the and Warrant Certificates so surrenderedin bearer form may be exchanged for Warrant Certificates in registered form evidencing a like number of Warrants.] [IF REGISTERED WARRANTS - If registered Warrants-The Warrant Agent shall keep, at its corporate trust office [or and at __________], books in which, subject to such reasonable regulations as it may prescribe, it shall register Warrant Certificates in accordance with Section 1.02 and exchanges and transfers of outstanding Warrant Certificates, upon surrender of the Warrant Certificates to the Warrant Agent at its corporate trust office [or at __________] for exchange [or registration of transfer], properly endorsed or accompanied by appropriate instruments of registration of transfer and written instructions for transfer, all in form satisfactory to the Company and the Warrant Agent.] No service charge shall be made for any exchange (or transfer registration of transfer] of Warrant Certificates, but the Company may require payment of a sum sufficient to cover any stamp or other tax or other governmental charge that may be imposed in connection with any such exchange [or registration of transfer]. Whenever any Warrant Certificates are so surrendered for exchange [or transfer registration or transfer] an authorized officer of the Warrant Agent shall manually countersign and deliver to the person or persons entitled thereto a Warrant Certificate or Warrant Certificates duly authorized and executed by the Company, as so requested. The Warrant Agent shall not be required to effect any exchange or transfer [Or registration of transfer] which will result in the issuance of a Warrant Certificate evidencing a fraction of a Warrant or a number of full Warrants and a fraction of a Warrant. All Warrant Certificates issued upon any exchange [or transfer registration of transfer] of Warrant Certificates shall be the valid obligations of the Company, evidencing the same obligations, and entitled to the same benefits under this Warrant Agreement, as the Warrant Certificates surrendered for such exchange [or registration of transfer]. SECTION 4.02.

Exchange and Transfer of Warrant Certificates. SECTION 4.01. EXCHANGE AND TRANSFER OF WARRANT CERTIFICATES. [IF OFFERED SECURITIES WITH WARRANTS WHICH ARE IMMEDIATELY DETACHABLE OR WARRANTS ALONE - ISSUED INDEPENDENT OF ANY OFFERED SECURITIES--Upon] [IF OFFERED SECURITIES WITH WARRANTS WHICH ARE NOT IMMEDIATELY DETACHABLE DETACHABLE--Prior to the Detachable Date a Warrant Certificate may be exchanged or transferred only together with the Offered Security Securities to which the Warrant Certificate was initially attached, and only for the purposes purpose of effecting effecting, or in conjunction with with, an exchange or transfer of such Offered Security. On or prior Prior to the Detachable Date, each transfer of the Offered Security [on the register of maintained with respect to the Offered Securities Securities] shall operate also to transfer the related Warrant Certificates. After the Detachable Date Date, upon] surrender at the principal corporate trust office of the Warrant Agent [or [__________], Warrant Certificates evidencing Warrants may be exchanged for other Warrant Certificates in other denominations evidencing Warrants, each Warrant entitling the holder thereof to purchase [_____ shares] [$_____________ principal amount of Warrant Securities or its equivalent in a foreign currency or composite currency] at the Warrant Price such Warrants [IF REGISTERED WARRANTS - WARRANTS--or the transfer may be transferred registered in whole or in part] [IF BEARER OR REGISTERED WARRANTS - ]; provided that such other Warrant Certificates evidence the same aggregate a like number of Warrants as the Warrant Certificates so surrendered.] . [IF REGISTERED AND BEARER WARRANTS - The Warrant Agent shall keep(SUBJECT TO ANY LIMITATIONS IMPOSED WITH RESPECT TO SUCH EXCHANGES)--After the Detachable Date, upon] [Upon] surrender at its the principal corporate trust office of the Warrant Agent [or at __________], Warrant Certificates in bearer form may be exchanged for Warrant Certificates in registered form evidencing a like number of Warrants.] [IF REGISTERED WARRANTS-- The Warrant Agent shall keep, at its corporate trust office, books in which, subject to such reasonable regulations as it may prescribe, it shall register Warrant Certificates in accordance with Section 1.02 and exchanges and transfers of outstanding Warrant Certificates, Certificates upon surrender of the Warrant Certificates to the Warrant Agent at its principal corporate trust office [or at _or_____] for exchange [or registration of transfer], properly endorsed or accompanied by appropriate instruments of registration of transfer and written instructions for transfer, all in form satisfactory to the Company and the Warrant Agent.] No The Company may require payment of a service charge shall be made for any exchange [or transfer registration of transfer] of Warrant Certificates, but the Company and may require payment of a sum sufficient to cover any stamp or other tax or other governmental charge that may be imposed in connection with any such exchange [or registration of transfer]. Whenever any Warrant Certificates are so surrendered for exchange [or transfer registration of transfer] an authorized officer of the Warrant Agent shall manually countersign and deliver to the person or persons entitled thereto a Warrant Certificate or Warrant Certificates duly authorized and executed by the Company, as so requested. The Warrant Agent shall not be required to effect any exchange or transfer which will result in the issuance of a Warrant Certificate evidencing a fraction of a Warrant or a number of full Warrants and a fraction of a Warrant. All Warrant Certificates issued upon any exchange or transfer of Warrant Certificates shall be the valid obligations of the Company, evidencing the same obligations, and entitled to the same benefits under this Warrant Agreement, as the Warrant Certificates surrendered for such exchange or transfer.

Exchange and Transfer of Warrant Certificates. SECTION 4.01. EXCHANGE AND TRANSFER OF WARRANT CERTIFICATES. [IF OFFERED SECURITIES WITH WARRANTS WHICH ARE IMMEDIATELY DETACHABLE OR WARRANTS ALONE - ISSUED INDEPENDENT OF ANY OFFERED SECURITIES--Upon] [IF OFFERED SECURITIES WITH WARRANTS WHICH ARE NOT IMMEDIATELY DETACHABLE DETACHABLE--Prior to the Detachable Date a Warrant Certificate may be exchanged or transferred only together with the Offered Security Securities to which the Warrant Certificate was initially attached, and only for the purposes purpose of effecting effecting, or in conjunction with with, an exchange or transfer of such Offered Security. On or prior Prior to the Detachable Date, each transfer of the Offered Security [on the register of maintained with respect to the Offered Securities Securities] shall operate also to transfer the related Warrant Certificates. After the Detachable Date Date, upon] surrender at the principal corporate trust office of the Warrant Agent [or [__________]], Warrant Certificates evidencing Warrants may be exchanged for other Warrant Certificates in other denominations evidencing Warrants, each Warrant entitling the holder thereof to purchase [_____ shares] [$_____________ principal amount of Warrant Securities or its equivalent in a foreign currency or composite currency] at the Warrant Price such Warrants [IF REGISTERED WARRANTS - WARRANTS--or the transfer may be transferred registered in whole or in part] [IF BEARER OR REGISTERED WARRANTS - ]; provided that such other Warrant Certificates evidence the same aggregate a like number of Warrants as the Warrant Certificates so surrendered.] . [IF REGISTERED AND BEARER WARRANTS - The Warrant Agent shall keep(SUBJECT TO ANY LIMITATIONS IMPOSED WITH RESPECT TO SUCH EXCHANGES)--After the Detachable Date, upon] [Upon] surrender at its the principal corporate trust office of the Warrant Agent [or at [__________]], Warrant Certificates in bearer form may be exchanged for Warrant Certificates in registered form evidencing a like number of Warrants.] [IF REGISTERED WARRANTS--The Warrant Agent shall keep, at its corporate trust office, books in which, subject to such reasonable regulations as it may prescribe, it shall register Warrant Certificates in accordance with Section 1.02 and exchanges and transfers of outstanding Warrant Certificates, Certificates upon surrender of the Warrant Certificates to the Warrant Agent at its principal corporate trust office [or at [___________]] for exchange [or registration of transfer], properly endorsed or accompanied by appropriate instruments of registration of transfer and written instructions for transfer, all in form satisfactory to the Company and the Warrant Agent.] No The Company may require payment of a service charge shall be made for any exchange [or transfer registration of transfer] of Warrant Certificates, but the Company and may require payment of a sum sufficient to cover any stamp or other tax or other governmental charge that may be imposed in connection with any such exchange [or registration of transfer]. Whenever any Warrant Certificates are so surrendered for exchange [or transfer registration of transfer] an authorized officer of the Warrant Agent shall manually countersign and deliver to the person or persons entitled thereto a Warrant Certificate or Warrant Certificates duly authorized and executed by the Company, as so requested. The Warrant Agent shall not be required to effect any exchange [or transfer registration of transfer] which will result in the issuance of a Warrant Certificate evidencing a fraction of a Warrant or a number of full Warrants and a fraction of a Warrant. All Warrant Certificates issued upon any exchange [or transfer registration of transfer] of Warrant Certificates shall be the valid obligations of the Company, evidencing the same obligations, and entitled to the same benefits under this Warrant Agreement, as the Warrant Certificates surrendered for such exchange [or registration of transfer].

Exchange and Transfer of Warrant Certificates. SECTION 4.01. EXCHANGE AND TRANSFER OF WARRANT CERTIFICATES. [IF OFFERED OTHER SECURITIES WITH WARRANTS WHICH ARE IMMEDIATELY DETACHABLE OR WARRANTS ALONE - Upon] [IF OFFERED OTHER SECURITIES WITH WARRANTS WHICH ARE NOT IMMEDIATELY DETACHABLE - Prior to the Detachable Date a Warrant Certificate may be exchanged or transferred only together with the Offered Security to which the Warrant Certificate was initially attached, and only for the purposes purpose of effecting or in conjunction with an exchange or transfer of such Offered Security. On or prior Prior to the any Detachable Date, each transfer of the Offered Security [on the register of the Offered Securities Other Securities] shall operate also to transfer the related Warrant Certificates. After the Detachable Date upon] surrender at the corporate trust office of the Warrant Agent [or [__________], Warrant Certificates may be exchanged for other Warrant Certificates in denominations evidencing Warrants, each Warrant entitling the holder thereof to purchase [_____ shares] [$______________ principal amount of ], Warrant Securities or its equivalent in a foreign currency or composite currency] at the Warrant Price [IF REGISTERED WARRANTS - or Certificates evidencing Warrants may be transferred exchanged for Warrant Certificates in other denominations evidencing such Warrants or the transfer thereof may be registered in whole or in part] [IF BEARER OR REGISTERED WARRANTS - ; provided that such other Warrant Certificates evidence the same aggregate number of Warrants as the Warrant Certificates so surrendered.] [IF REGISTERED WARRANTS - . The Warrant Agent shall keep, at its corporate trust office [or and at ______________ _____________________], books in which, subject to such reasonable regulations as it may prescribe, it shall register Warrant Certificates in accordance with Section 1.02 and exchanges and transfers of outstanding Warrant Certificates, upon surrender of the Warrant Certificates to the Warrant Agent at its corporate trust office [or at ____________ ________________] for exchange or registration of transfer, properly endorsed or accompanied by appropriate instruments of registration of transfer and written instructions for transfer, all in form satisfactory to the Company and the Warrant Agent.] . No service charge shall be made for any exchange or registration of transfer of Warrant Certificates, but the Company may require payment of a sum sufficient to cover any stamp or other tax or other governmental charge that may be imposed in connection with any such exchange or registration of transfer. Whenever any Warrant Certificates are so surrendered for exchange or transfer registration of transfer, an authorized officer of the Warrant Agent shall manually countersign and deliver to the person or persons entitled thereto a Warrant Certificate or Warrant Certificates duly authorized and executed by the Company, as so requested. The Warrant Agent shall not be required to effect any exchange or registration of transfer which will result in the issuance of a Warrant Certificate evidencing a fraction of a Warrant or a number of full Warrants and a fraction of a Warrant. All Warrant Certificates issued upon any exchange or registration of transfer of Warrant Certificates shall be the valid obligations of the Company, evidencing the same obligations, obligations and entitled to the same benefits under this Warrant Agreement, Agreement as the Warrant Certificates Certificate surrendered for such exchange or registration of transfer.

Exchange and Transfer of Warrant Certificates. SECTION 4.01. EXCHANGE AND TRANSFER OF WARRANT CERTIFICATES. [IF OFFERED SECURITIES WITH WARRANTS WHICH ARE IMMEDIATELY DETACHABLE OR WARRANTS ALONE - -- Upon] [IF OFFERED SECURITIES WITH WARRANTS WHICH ARE NOT IMMEDIATELY DETACHABLE -- Prior to the Detachable Date a Warrant Certificate may be exchanged or transferred only together with the Offered Security to which the Warrant Certificate was initially attached, and only for the purposes purpose of effecting or in conjunction with an exchange or transfer of such Offered Security. On or prior Prior to the any Detachable Date, each transfer of the Offered Security [on the register of the Offered Securities Securities] shall operate also to transfer the related Warrant Certificates. After the Detachable Date upon] surrender at the corporate trust office of the Warrant Agent [or [__________________], Warrant Certificates evidencing Warrants may be exchanged for other Warrant Certificates in other denominations evidencing Warrants, each Warrant entitling such Warrants or the holder transfer thereof to purchase [_____ shares] [$_____________ principal amount of Warrant Securities or its equivalent in a foreign currency or composite currency] at the Warrant Price [IF REGISTERED WARRANTS - or may be transferred registered in whole or in part] [IF BEARER OR REGISTERED WARRANTS - ; provided that such other Warrant Certificates evidence the same aggregate number of Warrants as the Warrant Certificates so surrendered.] [IF REGISTERED WARRANTS - . The Warrant Agent shall keep, at its corporate trust office [or and at __________________________], books in which, subject to such reasonable regulations as it may prescribe, it shall register Warrant Certificates in accordance with Section 1.02 and exchanges and transfers of outstanding Warrant Certificates, upon surrender of the Warrant Certificates to the Warrant Agent at its corporate trust office [or at __________________________] for exchange or registration of transfer, properly endorsed or accompanied by appropriate instruments of registration of transfer and written instructions for transfer, all in form satisfactory to the Company and the Warrant Agent.] . No service charge shall be made for any exchange or registration of transfer of Warrant Certificates, but the Company may require payment of a sum sufficient to cover any stamp or other tax or other governmental charge that may be imposed in connection with any such exchange or registration of transfer. Whenever any Warrant Certificates are so surrendered for exchange or transfer registration of transfer, an authorized officer of the Warrant Agent shall manually countersign and deliver to the person or persons entitled thereto a Warrant Certificate or Warrant Certificates duly authorized and executed by the Company, as so requested. The Warrant Agent shall not be required to effect any exchange or registration of transfer which will result in the issuance of a Warrant Certificate evidencing a fraction of a Warrant or a number of full Warrants and a fraction of a Warrant. All Warrant Certificates issued upon any exchange or registration of transfer of Warrant Certificates shall be the valid obligations of the Company, evidencing the same obligations, obligations and entitled to the same benefits under this Warrant Agreement, Agreement as the Warrant Certificates Certificate surrendered for such exchange or registration of transfer.

Exchange and Transfer of Warrant Certificates. SECTION 4.01. EXCHANGE AND TRANSFER OF WARRANT CERTIFICATES. [IF OFFERED SECURITIES WITH WARRANTS WHICH ARE IMMEDIATELY DETACHABLE OR WARRANTS ALONE - ISSUED INDEPENDENT OF ANY OFFERED SECURITIES--Upon] [IF OFFERED SECURITIES WITH WARRANTS WHICH ARE NOT IMMEDIATELY DETACHABLE DETACHABLE--Prior to the Detachable Date a Warrant Certificate may be exchanged or transferred only together with the Offered Security Securities to which the Warrant Certificate was initially attached, and only for the purposes purpose of effecting effecting, or in conjunction with with, an exchange or transfer of such Offered Security. On or prior Prior to the Detachable Date, each transfer of the Offered Security [on the register of maintained with respect to the Offered Securities Securities] shall operate also to transfer the related Warrant Certificates. After the Detachable Date Date, upon] surrender at the principal corporate trust office of the Warrant Agent [or [__________], Warrant Certificates evidencing Warrants may be exchanged for other Warrant Certificates in other denominations evidencing Warrants, each Warrant entitling the holder thereof to purchase [_____ shares] [$_____________ principal amount of Warrant Securities or its equivalent in a foreign currency or composite currency] at the Warrant Price such Warrants [IF REGISTERED WARRANTS - WARRANTS--or the transfer may be transferred registered in whole or in part] [IF BEARER OR REGISTERED WARRANTS - ]; provided that such other Warrant Certificates evidence the same aggregate a like number of Warrants as the Warrant Certificates so surrendered.] . [IF REGISTERED AND BEARER WARRANTS - The Warrant Agent shall keep(SUBJECT TO ANY LIMITATIONS IMPOSED WITH RESPECT TO SUCH EXCHANGES)--After the Detachable Date, upon] [Upon] surrender at its the principal corporate trust office [or at __________], books in which, subject to such reasonable regulations as it may prescribe, it shall register Warrant Certificates in accordance with Section 1.02 and transfers of outstanding Warrant Certificates, upon surrender of the Warrant Certificates to the Warrant Agent at its corporate trust office [or at ______] for transfer, properly endorsed or accompanied by appropriate instruments of transfer and written instructions for transfer, all in form satisfactory to the Company and the Warrant Agent.] No service charge shall be made for any exchange or transfer of Warrant Certificates, but the Company may require payment of a sum sufficient to cover any stamp or other tax or other governmental charge that may be imposed in connection with any such exchange or transfer. Whenever any Warrant Certificates are so surrendered for exchange or transfer an authorized officer of the Warrant Agent shall countersign and deliver to the person or persons entitled thereto a Warrant Certificate or Warrant Certificates duly authorized and executed by the Company, as so requested. The Warrant Agent shall not be required to effect any exchange or transfer which will result in the issuance of a Warrant Certificate evidencing a fraction of a Warrant or a number of full Warrants and a fraction of a Warrant. All Warrant Certificates issued upon any exchange or transfer of Warrant Certificates shall be the valid obligations of the Company, evidencing the same obligations, and entitled to the same benefits under this Warrant Agreement, as the Warrant Certificates surrendered for such exchange or transfer.[or

Exchange and Transfer of Warrant Certificates. SECTION 4.01The Warrants (and any Warrant Shares issued upon exercise of the Warrants) shall be transferable only in accordance with the terms of this Agreement and the Purchase Agreement and shall bear a legend in substantially the following form: "NEITHER THE ISSUANCE OF SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE ISSUANCE OF ANY SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), NOR UNDER THE SECURITIES OR "BLUE SKY" LAWS OF ANY STATE. EXCHANGE SUCH SECURITIES MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE ASSIGNED, EXCEPT PURSUANT TO (i) A REGISTRATION STATEMENT WITH RESPECT TO SUCH SECURITIES WHICH IS EFFECTIVE UNDER THE SECURITIES ACT OR (ii) ANY EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS. ANY TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE TERMS AND CONDITIONS CONTAINED IN A STOCK AND WARRANT CERTIFICATESPURCHASE AGREEMENT DATED AS OF FEBRUARY 4, 2000, AS AMENDED FROM TIME TO TIME, AND THE TERMS AND CONDITIONS CONTAINED IN A WARRANT AGREEMENT DATED AS OF FEBRUARY 4, 2000, AS AMENDED FROM TIME TO TIME. [IF OFFERED SECURITIES WITH WARRANTS WHICH ARE IMMEDIATELY DETACHABLE A COMPLETE AND CORRECT COPY OF THE FORM OF SUCH STOCK AND WARRANT PURCHASE AGREEMENT OR WARRANTS ALONE - Upon] [IF OFFERED SECURITIES WITH WARRANTS WHICH ARE NOT IMMEDIATELY DETACHABLE Prior WARRANT AGREEMENT WILL BE FURNISHED BY THE ISSUER TO THE HOLDER HEREOF UPON WRITTEN REQUEST AND WITHOUT CHARGE." The Company may from time to time register the Detachable Date a Warrant Certificate may be exchanged or transferred only together with the Offered Security to which the Warrant Certificate was initially attached, and only for the purposes of effecting or in conjunction with an exchange or transfer of such Offered Security. On or prior to the Detachable Date, each transfer of the Offered Security on the register of the Offered Securities shall operate also to transfer the related Warrant Certificates. After the Detachable Date upon] surrender at the corporate trust office of the Warrant Agent or [__________], Warrant Certificates may be exchanged for other any outstanding Warrant Certificates in denominations evidencing Warrants, each Warrant entitling a warrant register to be maintained by the holder thereof to purchase [_____ shares] [$_____________ principal amount of Warrant Securities or its equivalent in a foreign currency or composite currency] at the Warrant Price [IF REGISTERED WARRANTS - or may be transferred in whole or in part] [IF BEARER OR REGISTERED WARRANTS - provided that such other Warrant Certificates evidence the same aggregate number of Warrants as the Warrant Certificates so surrendered.] [IF REGISTERED WARRANTS - The Warrant Agent shall keep, at its corporate trust office [or at __________], books in which, subject to such reasonable regulations as it may prescribe, it shall register Warrant Certificates in accordance with Section 1.02 and transfers of outstanding Warrant Certificates, Company upon surrender of the Warrant Certificates to the Warrant Agent at its corporate trust office [or at ______] for transfer, properly endorsed or thereof accompanied by appropriate a written instrument or instruments of transfer and written instructions for transfer, all in form satisfactory to the Company and duly executed by the Holder or Holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney. Upon any such registration of transfer, a new Warrant Agent.] No service charge Certificate shall be made for any exchange or transfer issued to the transferee(s). Warrant Certificates may be exchanged at the option of Warrant Certificatesthe Holder(s) thereof, but when surrendered to the Company may require payment of a sum sufficient to cover any stamp or other tax or other governmental charge that may be imposed at the address set forth in connection with any such exchange or transfer. Whenever any Warrant Certificates are so surrendered Section 4.5 hereof for exchange or transfer an authorized officer of the Warrant Agent shall countersign and deliver to the person or persons entitled thereto a another Warrant Certificate or Warrant Certificates duly authorized of like tenor and executed by representing in the Company, as so requested. The aggregate a like number of Warrant Agent Shares; PROVIDED that the Company shall not be required to effect issue any exchange or transfer which will result in the issuance of a Warrant Certificate evidencing a fraction of a representing any fractional Warrant or a number of full Warrants and a fraction of a Warrant. All Warrant Certificates issued upon any exchange or transfer of Warrant Certificates shall be the valid obligations of the Company, evidencing the same obligations, and entitled to the same benefits under this Warrant Agreement, as the Warrant Certificates surrendered for such exchange or transferShares.