Warrants to Purchase Shares of Common Stock (2005)Full Document 

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                     MOLECULAR INSIGHT PHARMACEUTICALS, INC.

                 Up to 61,000 Shares of Series B Preferred Stock

                                       and

                  Warrants to Purchase Shares of Common Stock

                             UNIT PURCHASE AGREEMENT
                          dated as of February 23, 2004

                             UNIT PURCHASE AGREEMENT

      THIS AGREEMENT is by and between Molecular Insight Pharmaceuticals, Inc.
(the "Company"), a Massachusetts corporation with principal offices at 160
Second Street, Cambridge, Massachusetts 02142, and each of the purchasers set
forth on Schedule I attached hereto (each a "Purchaser" and together the
"Purchasers").

      IN CONSIDERATION of the mutual covenants contained in this Agreement and
other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties agree as follows:

      1. AUTHORIZATION OF SALE OF UNITS. Prior to the Closing (as defined in
Section 3 below), the Company will have authorized the sale of Units where each
Unit (a "Unit") shall consist of (i) that number of shares of Series B Preferred
Stock, $0.01 par value per share, of the Company (the "Preferred Shares") equal
to the aggregate amount purchased by such Purchaser divided by $132.00 per
Preferred Share and (ii) a five-year Warrant (the "Warrant") to purchase shares
of Common Stock, $0.01 par value per share, of the Company (the "Common Shares")
where such number of shares of Common Stock subject to the Warrant are equal to
(x) 0.20 times (y) the aggregate dollar amount of Preferred Shares purchased by
such Purchaser divided by the Warrant Price set forth therein. The Warrant shall
be substantially in the form of Exhibit 1 attached hereto and shall have an
exercise price per share equal to $0.66 per share. Prior to the Closing, the
Company will have authorized the sale of Units where the maximum number of
Preferred Shares purchased pursuant to such Units is 61,000 shares of Preferred
Shares for an aggregate purchase price of $8,052,000 and such sale may be
consummated in one or more transactions pursuant to Section 2 below. The
Purchasers acknowledge and agree that, prior to the Closing, the Company must
hold a meeting of its stockholders to approve the Amendment to the Articles of
Organization in substantially the form attached hereto as Exhibit 2 (the
"Amendment") and, upon approval from the stockholders, file such Amendment with
the Secretary of State for the Commonwealth of Massachusetts. Upon execution of
this Agreement, the Company will promptly call such stockholders meeting in
accordance with its charter documents and the laws of the Commonwealth of
Massachusetts. The Closing shall not occur until such Amendment is filed with
the Secretary of State for the Commonwealth of Massachusetts.

      2. AGREEMENT TO SELL AND PURCHASE UNITS. Subject to the terms and
conditions of this Agreement, at the Closing (as defined below) the Company
shall sell and issue to the Purchasers, and the Purchasers shall purchase from
the Company, at a purchase price of $132.00 per Preferred Share being purchased
by such Purchaser, payable as set forth in Section 3 hereof, a Unit equal to the
number of shares of Preferred Shares set forth opposite the name of such
Purchaser on Schedule I attached hereto (the "Initial Shares"), together with a
Warrant calculated in the manner set forth in Section 1 above (the Initial
Shares and the related Warrants being the "Initial Units"). Additionally, until
5:00 p.m. (Boston time) on June 30, 2004, one or more additional persons (the
"Additional Purchasers") may purchase from the Company additional Units (the
"Additional Units") consisting of additional shares of Preferred Shares (the
"Additional Shares") and additional Warrants on the same terms and conditions as
set forth herein, such agreement to be evidenced by the delivery by one or more
of the Additional Purchasers to the Company of a counterpart signature page in

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