Form Of Share Exchange Agreement

Exhibit 10.1


Form of Share Exchange Agreement


Axonyx Inc. 500 Seventh Avenue, 10th Floor New York, NY 10018 Attention: Marvin Hausman, M.D., CEO


Re: Share Exchange


Dear Dr. Hausman:


The undersigned (the "Seller") is the holder of that number of shares of the common stock, par value $0.001 per share, of Oxis International, Inc., a Delaware corporation ("Oxis"), set forth on the signature page of this letter (the "Shares"). This letter sets forth the terms of our agreement to exchange the Shares for shares of common stock of Axonyx Inc. ("Axonyx") in accordance with the terms below.


1. Share Exchange. Subject to the terms and subject to conditions of this letter agreement, the undersigned hereby agrees to exchange all of the Shares for shares of common stock of Axonyx ("Axonyx Common Stock"), at an exchange ratio of 0.1157187 (the "Exchange Ratio"); that is, each share of Oxis common stock will be exchanged for 0.1157187 share of Axonyx Common Stock. The Exchange Ratio is based upon the average reported closing prices for the common stock of Oxis and Axonyx for the ten-day trading period commencing December 26, 2003 and ending January 9, 2003. Fractional shares of Axonyx Common Stock will not be issued; any fractional share of Axonyx Common Stock issuable upon the exchange for shares of Oxis Common Stock will be rounded up to the next nearest whole share of Axonyx Common Stock.


For example, if the undersigned holds 100,000 shares of Oxis Common Stock, the number of Exchange Shares to be issued would be 11,571.87 shares of Axonyx Common Stock, which after rounding up for the fractional share interest, would equal 11,572 shares.


2. Deliveries. The Seller has executed this letter agreement and has delivered a copy by fax to Axonyx's counsel, Ehrenreich Eilenberg & Krause LLP (Fax no. 212-986-2399, Attention: Adam Eilenberg, Esq.). Immediately, and not more than two (2) business days following our receipt of a signed signature page of this letter agreement from Axonyx, the undersigned shall deliver to such counsel by Federal Express or other overnight courier at 11 East 44th Street, 17th Floor, New York, NY 10017, an original executed copy of the signature page of this letter agreement, together with (a) an originally executed stock power, with signature guarantee, in the form attached hereto as Exhibit A (the "Stock Power"), relating to the Shares and (b) either the original share certificate evidencing the Shares or an originally executed lost stock certificate affidavit in the form attached hereto as Exhibit B. The signature guaranty shall be executed by a bank or other financial institution, including a brokerage firm. As soon as practicable, and in any event not more than ten (10) business days following delivery by Axonyx of a signed signature page to this letter agreement to the undersigned, Axonyx shall cause to be delivered a share certificate reflecting the Exchange Shares. If the undersigned does not receive a signed copy of this letter agreement within ten (10) business days of delivering to Axonyx a signed copy of this letter, the obligations of the Seller hereunder shall terminate.


3. Registration Rights. The Seller acknowledges that the Exchange Shares to be issued by


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Axonyx will be "restricted securities" and will not be registered under the federal securities laws, and therefore will bear a restrictive legend to that effect. Within 10 days following the declaration of effectiveness of a registration statement on Form S-3 relating to the resale of shares of Axonyx Common Stock purchased by the investors in a $50 million dollar investment round, as described in Axonyx's Form 8-K filed on January 12, 2004, Axonyx shall file a registration statement on Form S-3 relating to the resale of the Exchange Shares (the "Resale S-3") and shall use its best efforts thereafter to cause the Resale S-3 to be declared effective by the Securities and Exchange Commission. Axonyx shall bear the costs and expenses relating to the Resale S-3 customarily borne by the issuer filing a resale registration statement for the holders of its securities.


4. Representations and Warranties of the Seller. The undersigned hereby represents and warrants to Axonyx as follows:


(a) Organization, Authority and Qualification. [If the Seller is an entity:] The Seller is a corporation, limited liability company, limited partnership, trust or other entity duly organized, validly existing and in good standing under the laws of its incorporation or formation and has the requisite power and authority to execute and deliver this letter agreement and any of the Exhibits contemplated hereby, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this letter agreement by the Seller and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Seller.


(b) Ownership of the Shares. The Seller is the beneficial and record owner of and has good, valid and marketable title to all of the Shares, free and clear of all liens, mortgages, charges or other encumbrances and any preemptive or subscription rights.


(c) No Consents. Except as may be required under the Securities Act of 1933, and subject to Axonyx's counsel providing any opinions in connection therewity, the Seller is not required to obtain any order, consent, approval or authorization of any person or entity in connection with the exchange of the Shares for the Exchange Shares.


(d) Investment Intent. The Exchange Shares which are being acquired by the Seller in exchange for the Shares are being acquired for the Seller's own account, not as nominee or agent, and not with a view towards the resale or distribution of all or any part of the Exchange Shares. The Seller has no intention of selling, transferring or distributing as a dividend or otherwise any part of the Exchange Shares and has not entered into any agreement or understanding with any party to do so.


(e) ...