WARRANT AGREEMENT WITH COMPTON OVERSEAS INVESTMENT LTD



 Exhibit 10.33 
 Execution Version 
 THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUED UPON ITS

 EXERCISE ARE SUBJECT TO THE RESTRICTIONS ON 
 TRANSFER SET FORTH IN SECTION 5 OF THIS WARRANT AND 
 IN SECTION 4 OF THE SECOND AMENDED AND
RESTATED  
 STOCK RESTRICTION AGREEMENT DATED AS OF JUNE 19, 2006 
  

			
	Warrant No. C-55	  	Number of Shares: 69,083
(subject to adjustment)
	 Date of Issuance: September 8, 2006
  
 Original Issue Date (as defined in subsection 2(a)): September 8, 2006
	  	

 Elixir Pharmaceuticals, Inc. 
 Common Stock Purchase Warrant 
 (Void after June 19, 2013) 
 Elixir Pharmaceuticals, Inc., a Delaware corporation (the “Company”), for value received, hereby certifies that Compton Overseas Investment
Ltd., or its registered assigns (the “Registered Holder”), is entitled, subject to the terms and conditions set forth below, to purchase from the Company, at any time or from time to time on or after the date of issuance and on or before
5:00 p.m. (Boston time) on June 19, 2013, 69,083 shares of Common Stock, $0.001 par value per share, of the Company (“Common Stock”), at a purchase price of $0.01 per share. The shares purchasable upon exercise of this Warrant, and
the purchase price per share, each as adjusted from time to time pursuant to the provisions of this Warrant, are hereinafter referred to as the “Warrant Shares” and the “Purchase Price,” respectively. 
 1. Exercise. 
 (a)
Exercise for Cash. The Registered Holder may, at its option, elect to exercise this Warrant, in whole or in part and at any time or from time to time, by surrendering this Warrant, with the purchase form appended hereto as
Exhibit I duly executed by or on behalf of the Registered Holder, at the principal office of the Company, or at such other office or agency as the Company may designate, accompanied by payment in full, in lawful money of the United
States, of the Purchase Price payable in respect of the number of Warrant Shares purchased upon such exercise. 
 (b)
Cashless Exercise. 
 (i) The Registered Holder may, at its option, elect to exercise this Warrant, in whole or in part
and at any time or from time to time, on a cashless basis, by surrendering this Warrant, with the purchase form appended hereto as Exhibit I duly executed by or on behalf of the Registered Holder, at the principal office of the Company, or at such
other office or agency as the Company may designate, by canceling a portion of this Warrant in payment of the Purchase Price payable in respect of the number of Warrant Shares purchased upon such exercise. In the event of an exercise pursuant to
this subsection 1(b), the number of Warrant Shares issued to the Registered Holder shall be determined according to the following formula: 
 X = Y(A-B) 
 A 










					
	Where:	  	X =	  	the number of Warrant Shares that shall be issued to the Registered Holder;
			
		  	Y =	  	the number of Warrant Shares for which this Warrant is being exercised (which shall include both the number of Warrant Shares issued to the Registered Holder and the number of Warrant Shares
subject to the portion of the Warrant being cancelled in payment of the Purchase Price);
			
		  	A =	  	the Fair Market Value (as defined below) of one share of Common Stock; and
			
		  	B =	  	the Purchase Price then in effect.

 (ii) The Fair Market Value per share of Common Stock shall be determined as
follows: 
 (1) If the Common Stock is listed on a national securities exchange, the Nasdaq National Market or another
nationally recognized trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the average of the high and low reported sale prices per share of Common Stock thereon on the trading day immediately
preceding the Exercise Date (provided that if no such price is reported on such day, the Fair Market Value per share of Common Stock shall be determined pursuant to clause (2)). 
 (2) If the Common Stock is not listed on a national securities exchange, the Nasdaq National Market or another nationally recognized
trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the amount most recently determined by the Board of Directors of the Company (the “Board”) to represent the fair market value per
share of the Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under any plan, agreement or arrangement with employees of the Company); and, upon request of the
Registered Holder, the Board (or a representative thereof) shall, as promptly as reasonably practicable but in any event not later than 10 days after such request, notify the Registered Holder of the Fair Market Value per share of Common Stock and
furnish the Registered Holder with reasonable documentation of the Board’s determination of such Fair Market Value. Notwithstanding the foregoing, if the Board has not made such a determination within the three-month period prior to the
Exercise Date, then (A) the Board shall make, and shall provide or cause to be provided to the Registered Holder notice of, a determination of the Fair Market Value per share of the Common Stock within 15 days of a request by the Registered
Holder that it do so, and (B) the exercise of this Warrant pursuant to this subsection 1(b) shall be delayed until such determination is made and notice thereof is provided to the Registered Holder. 
  

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 (c) Exercise Date. Each exercise of this Warrant shall be deemed to have been
effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in subsection 1(a) or 1(b) above (the “Exercise Date”). At such time, the person or persons in
whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1(d) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates.

 (d) Issuance of Certificates. As soon as practicable after the exercise of this Warrant in whole or in part, and in
any event within 10 days thereafter, the Company, at its expense, will cause to be issued in the name of, and delivered to, the Registered Holder, or as the Registered Holder (upon payment by the Registered Holder of any applicable transfer taxes)
may direct: 
 (i) a certificate or certificates for the number of full Warrant Shares to which the Registered Holder shall be
entitled upon such exercise plus, in lieu of any fractional share to which the Registered Holder would otherwise be entitled, cash in an amount determined pursuant to Section 3 hereof; and 
 (ii) in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate on
the face or faces thereof for the number of Warrant Shares equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the number of Warrant Shares for which this Warrant was so
exercised (which, in the case of an exercise pursuant to subsection 1(b), shall include both the number of Warrant Shares issued to the Registered Holder pursuant to such partial exercise and the number of Warrant Shares subject to the portion of
the Warrant being cancelled in payment of the Purchase Price). 
 2. Adjustments. 
 (a) Adjustment for Stock Splits and Combinations. If the Company shall at any time or from time to time after the date on which
this Warrant was first issued (or, if this Warrant was issued upon partial exercise of, or in replacement of, another warrant of like tenor, then the date on which such original warrant was first issued) (either such date being referred to as the
“Original Issue Date”) effect a subdivision of the outstanding Common Stock, the Purchase Price then in effect immediately before that subdivision shall be proportionately decreased. If the Company shall at any time or from time to time
after the Original Issue Date combine the outstanding shares of Common Stock, the Purchase Price then in effect immediately before the combination shall be proportionately increased. Any adjustment under this paragraph shall become effective at the
close of business on the date the subdivision or combination becomes effective. 
 (b) Adjustment for Certain Dividends and
Distributions. In the event the Company at any time, or from time to time after the Original Issue Date shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other
distribution payable in additional shares of Common Stock, then and in each such event the Purchase Price then in effect immediately before such event shall be decreased as 

  

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of the time of such issuance or, in the event such a record date shall have been fixed, as of the close of business on such record date, by multiplying the
Purchase Price then in effect by a fraction: 
 (1) the numerator of which shall be the total number of shares of Common Stock
issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and 
 (2)
the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in
payment of such dividend or distribution; 
 provided, however, that if such record date shall have been fixed and such dividend is not fully
paid or if such distribution is not fully made on the date fixed therefor, the Purchase Price shall be recomputed accordingly as of the close of business on such record date and thereafter the Purchase Price shall be adjusted pursuant to this
paragraph as of the time of actual payment of such dividends or distributions. 
 (c) Adjustment in Number of Warrant
Shares. When any adjustment is required to be made in the Purchase Price pursuant to subsections 2(a) or 2(b), the number of Warrant Shares purchasable upon the exercise of this Warrant shall be changed to the number determined by dividing
(i) an amount equal to the number of shares issuable upon the exercise of this Warrant immediately prior to such adjustment, multiplied by the Purchase Price in effect immediately prior to such adjustment, by (ii) the Purchase Price in
effect immediately after such adjustment. 
 (d) Adjustments for Other Dividends and Distributions. In the event the
Company at any time or from time to time after the Original Issue Date shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable in securities of the
Company (other than shares of Common Stock) or in cash or other property (other than regular cash dividends paid out of earnings or earned surplus, determined in accordance with generally accepted accounting principles), then and in each such event
provision shall be made so that the Registered Holder shall receive upon exercise hereof, in addition to the number of shares of Common Stock issuable hereunder, the kind and amount of securities of the Company, cash or other property which the
Registered Holder would have been entitled to receive had this Warrant been exercised on the date of such event and had the Registered Holder thereafter, during the period from the date of such event to and including the Exercise Date, retained any
such securities receivable during such period, giving application to all adjustments called for during such period under this Section 2 with respect to the rights of the Registered Holder. 
 (e) Adjustment for Reorganization. If there shall occur any reorganization, recapitalization, reclassification, consolidation or
merger involving the Company in which the Common Stock is converted into or exchanged for securities, cash or other property (other than a transaction covered by subsections 2(a), 2(b) or 2(d)) (collectively, a “Reorganization”),
then, following such Reorganization, the Registered Holder shall receive upon exercise hereof the kind 

  

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and amount of securities, cash or other property which the Registered Holder would have been entitled to receive pursuant to such Reorganization if such
exercise had taken place immediately prior to such Reorganization. Notwithstanding the foregoing sentence, if (x) there shall occur any Reorganization in which the Common Stock is converted into or exchanged for anything other than solely
equity securities, and (y) the common stock of the acquiring or surviving company is publicly traded, then, as part of such Reorganization, (i) the Registered Holder shall have the right thereafter to receive upon the exercise hereof such
number of shares of common stock of the acquiring or surviving company as is determined by multiplying (A) the number of shares of Common Stock subject to this Warrant immediately prior to such Reorganization by (B) a fraction, the
numerator of which is the Fair Market Value per share of Common Stock as of the effective date of such Reorganization, as determined pursuant to subsection 1(b)(ii), and the denominator of which is the fair market value per share of common stock of
the acquiring or surviving company as of the effective date of such transaction, as determined in good faith by the Board (using the principles set forth in subsection 1(b)(ii) to the extent applicable), and (ii) the exercise price per
share of common stock of the acquiring or surviving company shall be the Purchase Price divided by the fraction referred to in clause (B) above. In any such case, appropriate adjustment (as determined in good faith by the Board) shall be made
in the application of the provisions set forth herein with respect to the rights and interests thereafter of the Registered Holder, to the end that the provisions set forth in this Section 2 (including provisions with respect to changes in and
other adjustments of the Purchase Price) shall thereafter be applicable, as nearly as reasonably may be, in relation to any securities, cash or other property thereafter deliverable upon the exercise of this Warrant. 
 (f) Certificate as to Adjustments. Upon the occurrence of each adjustment or readjustment of the Purchase Price pursuant to this
Section 2, the Company at its expense shall, as promptly as reasonably practicable but in any event not later than 10 days thereafter, compute such adjustment or readjustment in accordance with the terms hereof and furnish to the Registered
Holder a certificate setting forth such adjustment or readjustment (including the kind and amount of securities, cash or other property for which this Warrant shall be exercisable and the Purchase Price) and showing in detail the facts upon which
such adjustment or readjustment is based. The Company shall, as promptly as reasonably practicable after the written request at any time of the Registered Holder (but in any event not later than 10 days thereafter), furnish or cause to be furnished
to the Registered Holder a certificate setting forth (i) the Purchase Price then in effect and (ii) the number of shares of Common Stock and the amount, if any, of other securities, cash or property which then would be received upon the
exercise of this Warrant. 
 3. Fractional Shares. The Company shall not be required upon the exercise of this Warrant to issue any
fractional shares, but shall pay the value thereof to the Registered Holder in cash on the basis of the Fair Market Value per share of Common Stock, as determined pursuant to subsection 1(b)(ii) above. 
 4. Investment Representations. The Registered Holder represents and warrants to the Company as follows: 
 (a) Investment. The Registered Holder is acquiring the Warrant, and (if and when it exercises this Warrant) it will acquire the
Warrant Shares for its own account for investment and not with a view to, or for sale in connection with, any distribution thereof, nor 

  

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with any present intention of distributing or selling the same. The Registered Holder has no present or contemplated agreement, undertaking, arrangement,
obligation, indebtedness or commitment providing for the disposition thereof. 
 (b) Restricted Securities. The
Registered Holder acknowledges that the Warrant and Warrant Shares consist of restricted securities that are unregistered; that the Warrants and, when issued, the Warrant Shares may not be sold, transferred, or otherwise disposed of without
registration under the Securities Act of 1933, as amended (the “Securities Act”) unless an exemption from such registration is available; that in the absence of an effective registration statement covering the Warrant and, when issued, the
Warrant Shares or an available exemption from registration under the Securities Act, the Warrant and, when issued, the Warrant Shares must be held indefinitely. In particular, the Registered Holder is aware that the Warrants and, when issued, the
Warrant Shares may not be sold pursuant to Rule 144 promulgated under the Securities Act unless all of the conditions of that Rule are met and that among the conditions for use of Rule 144 may be the availability of current information to the public
about the Company, information that is not now made available. The Registered Holder understands that the Warrants and, when issued, Warrant Shares will be subject to the restrictions on exercise, conversion and transfer as set forth in the
instruments governing such Warrants and, when issued, the Warrant Shares and in the Ancillary Agreements (as such term is defined in the Series C Convertible Stock Purchase Agreement, dated as of June ___, 2006, by and among the Company and the
purchasers named therein (the “Series C Purchase Agreement”)). 
 (c) Economic Risk; Sophistication. The
Registered Holder is able to bear the economic risk of an investment in the Warrant acquired by him, her or it pursuant to the terms of this Warrant and has sufficient knowledge and experience in financial and business matters that he, she or it is
capable of evaluating the merits and risks of the proposed investment in the Company and the Registered Holder is able financially to bear the risks thereof. The Company has made available to the Registered Holder or its representatives all
agreements, documents, records and books that the Registered Holder has requested relating to an investment in the securities to be acquired by the Registered Holder under the terms of this Warrant. The Registered Holder has had an opportunity to
ask questions of, and receive answers from, a person or persons acting on behalf of the Company, concerning the terms and conditions of this investment, and answers have been provided to all of such questions to the full satisfaction of the
Registered Holder. 
 (d) Accredited Investor. The Registered Holder meets the criteria of an “accredited
investor” as defined in Rule 501(a) of Regulation D adopted under the Securities Act (an “Accredited Investor”). 
 5.
Transfers, etc. 
 (a) This Warrant and, when issued, the Warrant Shares shall not be sold or transferred unless either
(i) they first shall have been registered under the Act, or (ii) the Company first shall have been furnished with an opinion of legal counsel, reasonably satisfactory to the Company, to the effect that such sale or transfer is exempt from
the registration requirements of the Act. Notwithstanding the foregoing, no registration or opinion of counsel shall be required for (x) a transfer by a Registered Holder to any other person or entity, for as 

  

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long such other person or entity is controlled by such Registered Holder, for as long such other person or entity (directly or indirectly) controls such
Registered Holder, for as long as such other person or entity is in common control with such Registered Holder or for as long such company is an investment fund or similar entity managed by one or more investment managers of such Registered Holder
or managed by the same general partner or manager as such Registered Holder or by any other general partner or manager within the same group of such Registered Holder or its general partner, provided that the transferee in each case agrees in
writing to be subject to the terms of this Warrant, or (y) a transfer made in accordance with Rule 144 under the Act. 
 (b) Each certificate representing Warrant Shares shall bear a legend substantially in the following form: 
 “THIS SECURITY HAS
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS AND MAY NOT BE TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS IT HAS BEEN REGISTERED UNDER SUCH ACT AND ALL SUCH APPLICABLE LAWS OR AN EXEMPTION FROM REGISTRATION IS
AVAILABLE.” 
 The foregoing legend shall be removed from the certificates representing any Warrant Shares, at the request of the holder
thereof, at such time as they become eligible for resale pursuant to Rule 144(k) under the Act. 
 (c) The Company will
maintain a register containing the name and address of the Registered Holder of this Warrant. The Registered Holder may change its address as shown on the warrant register by written notice to the Company requesting such change. 
 (d) Subject to the provisions of Section 5 hereof, this Warrant and all rights hereunder are transferable, in whole or in part, upon
surrender of this Warrant with a properly executed assignment (in the form of Exhibit II hereto) at the principal office of the Company (or, if another office or agency has been designated by the Company for such purpose, then at such
other office or agency). 
 6. No Impairment. The Company will not, by amendment of its charter or bylaws or through any
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 of this Warrant, but will at all times in
good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the Registered Holder against impairment. 
 7. Notices of Record Date, etc. In the event: 
 (a) the Company shall take a record of the holders of its Common Stock (or other stock or securities at the time deliverable upon the exercise of this Warrant) for the purpose of entitling or enabling them to receive
any dividend or other distribution, or to receive any right to subscribe for or purchase any shares of stock of any class or any other securities, or to receive any other right; or 
  

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 (b) of any capital reorganization of the Company, any reclassification of the Common
Stock of the Company, any consolidation or merger of the Company with or into another corporation, or any transfer of all or substantially all of the assets of the Company; or 
 (c) of the voluntary or involuntary dissolution, liquidation or winding-up of the Company, 
 then, and in each such case, the Company will send or cause to be sent to the Registered Holder a notice specifying, as the case may be, (i) the record date for
such dividend, distribution or right, and the amount and character of such dividend, distribution or right, or (ii) the effective date on which such reorganization, reclassification, consolidation, merger, transfer, dissolution, liquidation or
winding-up is to take place, and the time, if any is to be fixed, as of which the holders of record of Common Stock (or such other stock or securities at the time deliverable upon the exercise of this Warrant) shall be entitled to exchange their
shares of Common Stock (or such other stock or securities) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, transfer, dissolution, liquidation or winding-up. Such notice shall be sent at
least 10 days prior to the record date or effective date for the event specified in such notice. 
 8. Reservation of Stock. The
Company will at all times reserve and keep available, solely for issuance and delivery upon the exercise of this Warrant, such number of Warrant Shares and other securities, cash and/or property, as from time to time shall be issuable upon the
exercise of this Warrant. 
 9. Exchange or Replacement of Warrants. 
 (a) Upon the surrender by the Registered Holder, properly endorsed, to the Company at the principal office of the Company, the Company
will, subject to the provisions of Section 5 hereof, issue and deliver to or upon the order of the Registered Holder, at the Company’s expense, a new Warrant or Warrants of like tenor, in the name of the Registered Holder or as the
Registered Holder (upon payment by the Registered Holder of any applicable transfer taxes) may direct, calling in the aggregate on the face or faces thereof for the number of shares of Common Stock (or other securities, cash and/or property) then
issuable upon exercise of this Warrant. 
 (b) Upon 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) upon delivery of an indemnity agreement (with surety if reasonably required) in an amount reasonably satisfactory to the Company, or (in the case of
mutilation) upon surrender and cancellation of this Warrant, the Company will issue, in lieu thereof, a new Warrant of like tenor. 
 10.
Notices. All notices and other communications from the Company to the Registered Holder in connection herewith shall be mailed by certified or registered mail, postage prepaid, or sent via a reputable international overnight courier service
guaranteeing next business day delivery, to the address last furnished to the Company in writing by the Registered Holder. All notices and other communications from the Registered Holder to the Company in connection herewith shall be mailed by
certified or registered mail, postage prepaid, or sent via a reputable 

  

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international overnight courier service guaranteeing next business day delivery, to the Company at its principal office set forth below. If the Company
should at any time change the location of its principal office to a place other than as set forth below, it shall give prompt written notice to the Registered Holder and thereafter all references in this Warrant to the location of its principal
office at the particular time shall be as so specified in such notice. All such notices and communications shall be deemed delivered (i) three business days after being sent by certified or registered mail, return receipt requested, postage
prepaid, or (ii) one business day after being sent via a reputable international overnight courier service guaranteeing next business day delivery. 
 11. No Rights as Stockholder. Until the exercise of this Warrant, the Registered Holder shall not have or exercise any rights by virtue hereof as a stockholder of the Company. Notwithstanding the foregoing, in
the event (i) the Company effects a split of the Common Stock by means of a stock dividend and the Purchase Price of and the number of Warrant Shares are adjusted as of the date of the distribution of the dividend (rather than as of the record
date for such dividend), and (ii) the Registered Holder exercises this Warrant between the record date and the distribution date for such stock dividend, the Registered Holder shall be entitled to receive, on the distribution date, the stock
dividend with respect to the shares of Common Stock acquired upon such exercise, notwithstanding the fact that such shares were not outstanding as of the close of business on the record date for such stock dividend. 
 12. Issue Tax. The issuance of certificate(s) for the Warrant Shares upon the exercise of this Warrant shall be made without charge to the
Registered Holder for any issuance tax in respect thereto; provided that, the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of any certificate in a name
other than that of the Holder. 
 13. Amendment or Waiver. This Warrant is one of a series of Warrants issued by the Company, all
dated as of a Closing Date (as such term is defined in the Series C Purchase Agreement) and of like tenor, except as to the number of shares of Common Stock subject thereto (collectively, the “Company Warrants”). Any term of this Warrant
may be amended or waived (either generally or in a particular instance and either retroactively or prospectively) with the written consent of the Company and the holders of Company Warrants representing at least two-thirds of the number of shares of
Common Stock then subject to outstanding Company Warrants. Notwithstanding the foregoing, (a) this Warrant may be amended and the observance of any term hereunder may be waived without the written consent of the Registered Holder only in a
manner which applies to all Company Warrants in the same fashion and (b) the number of Warrant Shares subject to this Warrant and the Purchase Price of this Warrant may not be amended, and the right to exercise this Warrant may not be waived,
without the written consent of the Registered Holder (it being agreed that an amendment to or waiver under any of the provisions of Section 2 of this Warrant shall not be considered an amendment of the number of Warrant Shares or the Purchase
Price). The Company shall give prompt written notice to the Registered Holder of any amendment hereof or waiver hereunder that was effected without the Registered Holder’s written consent. No waivers of any term, condition or provision of this
Warrant, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such term, condition or provision. 
  

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 14. Section Headings. The section headings in this Warrant are for the convenience of the parties
and in no way alter, modify, amend, limit or restrict the contractual obligations of the parties. 
 15. Governing Law. This Warrant
and any claim, controversy or cause of action (whether in contract or tort) based upon, arising out of or relating to this Warrant shall be governed by the substantive laws of the State of Delaware, without regard to its principles of conflicts of
laws that would result in the application of any law other than the law of the State of Delaware. 
 16. Facsimile Signatures. This
Warrant may be executed by facsimile signature. 
 EXECUTED as of the Date of Issuance indicated above. 
  

			
	ELIXIR PHARMACEUTICALS, INC.
		
	By:	 	/s/ William K. Heiden
	Name:	 	William K. Heiden
	Title:	 	President and Chief Executive Officer


  

	
	ATTEST:
	
	/s/ Karen L. Roberts
	

  

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 EXHIBIT I 
 PURCHASE FORM 
  

			
	To:_________________	  	Dated:____________

 The undersigned, pursuant to the provisions set forth in the attached Warrant (No. ___),
hereby elects to purchase (check applicable box): 
 q ____ shares of the Common Stock of Elixir
Pharmaceuticals, Inc. covered by such Warrant; or 
 q the maximum number of shares of Common Stock
covered by such Warrant pursuant to the cashless exercise procedure set forth in subsection 1(b). 
 The undersigned herewith makes
payment of the full purchase price for such shares at the price per share provided for in such Warrant. Such payment takes the form of (check applicable box or boxes): 
  

	 	q	$______ in lawful money of the United States; and/or 

  

	 	q	the cancellation of such portion of the attached Warrant as is exercisable for a total of _____ Warrant Shares (using a Fair Market Value of $_____ per share for purposes of this
calculation); and/or 

  

	 	q	the cancellation of such number of Warrant Shares as is necessary, in accordance with the formula set forth in subsection 1(b), to exercise this Warrant with respect to the
maximum number of Warrant Shares purchasable pursuant to the cashless exercise procedure set forth in subsection 1(b). 

  

			
		
	Signature:	 	 
		
	Address:	 	 
		
		 	 


  

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 EXHIBIT II 
 ASSIGNMENT FORM 
 FOR VALUE RECEIVED, ________________________________________ hereby sells, assigns and
transfers all of the rights of the undersigned under the attached Warrant (No. ____) with respect to the number of shares of Common Stock of Elixir Pharmaceuticals, Inc. covered thereby set forth below, unto: 
  

					
	 Name of Assignee
	  	Address	  	No. of Shares
		  		  	
		  		  	

  

									
					
	Dated:	 	 	 		 	Signature:	 	 

  

			
	Signature Guaranteed:
		
	By:	 	 
		 	

 The signature should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan
associations and credit unions with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934. 
  

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