**Exhibit 10.33**

**No. CW - 4**

**             THE SECURITIES REPRESENTED HEREBY HAVE NOT BEENREGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDERTHE SECURITIES LAWS OF ANY STATE.  THESESECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAYNOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLESTATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM.  THE ISSUER OF THESE SECURITIES MAY REQUIREAN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THEISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITHTHE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.**

**WARRANT TO PURCHASE 700,000 SHARESOF COMMON STOCK OFINTRABIOTICS PHARMACEUTICALS, INC.(Void after July 27, 2005)**

             This certifies that **DIVERSA CORPORATION**, a Delaware corporation, orits permitted assigns (the “Holder”), for value received, is entitled topurchase from **INTRABIOTICS PHARMACEUTICALS, INC.**, aDelaware corporation (the “Company”), having a place of business at 1245 TerraBella Avenue, Mountain View, California 94043, a maximum of Seven Hundred Thousand (700,000) fully paid andnonassessable shares of the Company’s Common Stock (“Common Stock”) of the sameclass that currently is traded on the National Association of SecuritiesDealers Automated Quotation System (“Nasdaq”) National Market for cash at aprice equal to $2.00 per share (the “Stock Purchase Price”) at any time or fromtime to time up to and including 5:00 p.m. (Pacific time) on July 27, 2005 (the“Expiration Date”) upon surrender to the Company at its principal office (or atsuch other location as the Company may advise the Holder in writing) of thisWarrant properly endorsed with the Form of Subscription attached hereto duly filledin and signed and upon payment in cash or wire transfer of the aggregate StockPurchase Price for the number of shares for which this Warrant is beingexercised determined in accordance with the provisions hereof. The StockPurchase Price and the number of shares purchasable hereunder are subject toadjustment as provided in Section 3 of this Warrant.

             This Warrant is subject to thefollowing terms and conditions:

**             1.          EXERCISE;ISSUANCE OF CERTIFICATES; PAYMENT FOR SHARES.**

             **1.1        General.**  ThisWarrant is exercisable at the option of the holder of record hereof, at anytime or from time to time, up to the Expiration Date for all or any part of theshares of Common Stock (but not for a fraction of a share) which may bepurchased hereunder.  The Company agreesthat the shares of Common Stock purchased under this Warrant shall be and aredeemed to be issued to the Holder hereof as the record owner of such shares asof the close of business on the date on which this Warrant shall have beensurrendered, properly endorsed, the completed, executed Form of Subscriptiondelivered and payment made for such shares. Certificates for the shares of Common Stock so purchased, together withany other securities or property to which the Holder hereof is entitled uponsuch exercise, shall be delivered to the Holder hereof by the Company at theCompany’s expense within a reasonable time after the rights represented by thisWarrant have been so exercised.  In caseof a purchase of less than all the shares which may be purchased under thisWarrant, the Company shall cancel this Warrant and execute and deliver a newWarrant or Warrants of like tenor for the balance of the shares purchasableunder the Warrant surrendered upon such purchase to the Holder hereof within areasonable time.  Each stock certificateso delivered shall be in such denominations of Common Stock as may be requestedby the Holder hereof and shall be registered in the name of such Holder or inthe name of Holder’s affiliate and/or subsidiary as may be requested by theHolder.

**             1.2        NetIssue Exercise.**  Notwithstanding any provisionsherein to the contrary, if the fair market value of one share of the Company’sCommon Stock is greater than the Stock Purchase Price (at the date ofcalculation as set forth below), in lieu of exercising this Warrant for cash,the Holder may elect to receive shares equal to the value (as determined below)of this Warrant (or the portion thereof being canceled) by surrender of thisWarrant at the principal office of the Company together with the properlyendorsed Form of Subscription with notice of such election in which event theCompany shall issue to the Holder a number of shares of Common Stock computedusing the following formula:

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

Where X = the number of shares of CommonStock to be issued to the Holder

| Y = | the number of shares  of Common Stock purchasable under the Warrant or, if only a portion of the  Warrant is being exercised, the portion of the Warrant being canceled (at the  date of such calculation) |
|-----|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| A = | the fair market value  of one share of the Company’s Common Stock (at the date of such calculation)                                                                                                   |
| B = | Stock Purchase Price  (as adjusted to the date of such calculation)                                                                                                                                        |

 

             For purposes of the abovecalculation, if the Common Stock is traded on any established stock exchange ortraded on the Nasdaq National Market or the Nasdaq SmallCap Market, then thefair market value of one share of Common Stock shall be the closing sales pricefor such stock (or the closing bid, if no sales were reported) as quoted onsuch exchange or market (or the exchange or market with the greatest volume oftrading in the Common Stock) on the last market trading day prior to the day ofdetermination, as reported in *The WallStreet Journal* or, if not reported in *The Wall Street Journal*, then such other source as theCompany’s Board of Directors reasonably deems reliable.  In the absence of such markets for CommonStock, the fair market value of one share of Common Stock shall be determinedby the Company’s Board of Directors and the Holder in good faith.

**             2.          SHARES TO BE FULLY PAID; RESERVATION OFSHARES.** The Company covenants and agreesthat all shares of Common Stock which may be issued upon the exercise of therights represented by this Warrant will, upon issuance, be duly authorized,validly issued, fully paid and nonassessable and free from all preemptiverights of any stockholder and free of all taxes, liens and charges with respectto the issue thereof.  The Companyfurther covenants and agrees that, during the period within which the rightsrepresented by this Warrant may be exercised, the Company will at all timeshave authorized and reserved, for the purpose of issue or transfer uponexercise of the subscription rights evidenced by this Warrant, a sufficientnumber of shares of authorized but unissued Common Stock, or other securitiesand property, when and as required to provide for the exercise of the rightsrepresented by this Warrant.  TheCompany will take all such action as may be necessary to assure that suchshares of Common Stock may be issued as provided herein without violation ofany applicable law or regulation, or of any requirements of any securitiesexchange upon which the Common Stock may be listed; *provided, however*, that the Company shall not be required toeffect a registration under federal or state securities laws solely because ofsuch exercise.  The Company will nottake any action which would result in any adjustment of the Stock PurchasePrice (as set forth in Section 3 hereof) if the total number of shares ofCommon Stock issuable after such action upon exercise of all outstandingwarrants, together with all shares of Common Stock then outstanding and allshares of Common Stock then issuable upon exercise of all options and upon theconversion of all convertible securities then outstanding, would exceed thetotal number of shares of Common Stock then authorized by the Company’sCertificate of Incorporation.

**             3.          ADJUSTMENT OF STOCK PURCHASE PRICE AND NUMBEROF SHARES.**  The Stock Purchase Price and thenumber of shares purchasable upon the exercise of this Warrant shall be subjectto adjustment from time to time upon the occurrence of certain events describedin this Section 3.  Upon each adjustmentof the Stock Purchase Price, the Holder of this Warrant shall thereafter beentitled to purchase, at the Stock Purchase Price resulting from suchadjustment, the number of shares obtained by multiplying the Stock PurchasePrice in effect immediately prior to such adjustment by the number of sharespurchasable pursuant hereto immediately prior to such adjustment, and dividingthe product thereof by the Stock Purchase Price resulting from such adjustment.

**                           3.1        Subdivisionor Combination of Stock.**  In case the Company shall at anytime subdivide its outstanding shares of Common Stock into a greater number ofshares, the Stock Purchase Price in effect immediately prior to suchsubdivision shall be proportionately reduced, and conversely, in case theoutstanding shares of Common Stock of the Company shall be combined into asmaller number of shares, the Stock Purchase Price in effect immediately priorto such combination shall be proportionately increased.

**                           3.2        Dividendsin Common Stock, Other Stock, Property, Reclassification.**  If at anytime or from time to time the holders of Common Stock (or any shares of stockor other securities at the time receivable upon the exercise of this Warrant)shall have received or become entitled to receive, without payment therefor,

**                           (a)        **Common Stock or any shares of stock or othersecurities which are at any time directly or indirectly convertible into orexchangeable for Common Stock, or any rights or options to subscribe for,purchase or otherwise acquire any of the foregoing by way of dividend or otherdistribution,

**                           (b)        **any cash paid or payable otherwise than as a cashdividend, or

**                           (c)        **Common Stock or additional stock or other securitiesor property (including cash) by way of spinoff, split-up, reclassification,combination of shares or similar corporate rearrangement, (other than shares ofCommon Stock issued as a stock split or adjustments in respect of which shallbe covered by the terms of Section 3.1 above),

                           then and in each suchcase, the Holder hereof shall, upon the exercise of this Warrant, be entitledto receive, in addition to the number of shares of Common Stock receivablethereupon, and without payment of any additional consideration therefor, theamount of stock and other securities and property (including cash in the casesreferred to in clauses (b) and (c) above) which such Holder would hold on thedate of such exercise had he been the holder of record of such Common Stock asof the date on which holders of Common Stock received or became entitled toreceive such shares or all other additional stock and other securities andproperty.

**             3.3        Reorganization,Reclassification, Consolidation, Merger or Sale.**  If anyrecapitalization, reclassification or reorganization of the capital stock ofthe Company, or any consolidation or merger of the Company with another corporation,or the sale of all or substantially all of its assets or other transactionshall be effected in such a way that holders of Common Stock shall be entitledto receive stock, securities, or other assets or property (an “OrganicChange”), then, as a condition of such Organic Change, lawful and adequateprovisions shall be made by the Company whereby the Holder hereof shallthereafter have the right to purchase and receive (in lieu of the sharesof the Common Stock of the Company immediately theretofore purchasable andreceivable upon the exercise of the rights represented hereby) such shares ofstock, securities or other assets or property as may be issued or payable withrespect to or in exchange for a number of outstanding shares of such Common Stockequal to the number of shares of such stock immediately theretofore purchasableand receivable upon the exercise of the rights represented hereby.  In the event of any Organic Change,appropriate provision shall be made by the Company with respect to the rightsand interests of the Holder of this Warrant to the end that the provisionshereof (including, without limitation, provisions for adjustments of the StockPurchase Price and of the number of shares purchasable and receivable upon theexercise of this Warrant) shall thereafter be applicable, in relation to anyshares of stock, securities or assets thereafter deliverable upon the exercisehereof.  The Company will not effect anysuch consolidation, merger or sale unless, prior to the consummation thereof,the successor corporation (if other than the Company) resulting from suchconsolidation or the corporation purchasing such assets shall assume bywritten instrument the obligation to deliver to such Holder such shares ofstock, securities or assets as, in accordance with the foregoing provisions,such Holder may be entitled to purchase.

**             3.4        CertainEvents.**  If any change in the outstandingCommon Stock of the Company or any other event occurs as to which the otherprovisions of this Section 3 are not strictly applicable or if strictlyapplicable would not fairly protect the purchase rights of the Holder of theWarrant in accordance with such provisions, then the Board of Directors of theCompany shall make an adjustment in the number and class of shares availableunder the Warrant, the Stock Purchase Price or the application of suchprovisions, so as to protect such purchase rights as aforesaid.  The adjustment shall be such as will givethe Holder of the Warrant upon exercise for the same aggregate Stock PurchasePrice the total number, class and kind of shares as such Holder would haveowned had the Warrant been exercised prior to the event and had such Holdercontinued to hold such shares until after the event requiring adjustment.

**             3.5        Noticesof Change.**

**                           (a)        **Immediately upon any adjustment in the number orclass of shares subject to this Warrant and of the Stock Purchase Price, theCompany shall give written notice thereof to the Holder, setting forth inreasonable detail and certifying the calculation of such adjustment.

**                           (b)        **The Company shall give written notice to the Holderat least 15 calendar days prior to the date on which the Company closes itsbooks or takes a record for determining rights to receive any dividends ordistributions or any right to subscribe for, purchase or otherwise acquire anyshares of stock of any class or any other securities or property, or to receiveany other right.

**                           (c)        **The Company shall give written notice to the Holderat least 20 calendar days prior to the date on which an Organic Change shalltake place, including in such notice the date as of which the Organic Change isexpected to become effective and the date as of which it is expected thatholders of Common Stock of record shall be entitled to exchange their shares ofCommon Stock for securities or other property, if any, deliverable upon suchOrganic Change.

**                           (d)        **The Company shall initiate the delivery of writtennotice to the Holder of any voluntary or involuntary dissolution, liquidationor winding-up of the Company (the “Dissolution”) on the date such Dissolutionis publicly announced, including in such notice the date as of which theDissolution is expected to become effective and the date as of which it isexpected that holders of Common Stock of record shall be entitled to exchangetheir shares of Common Stock for securities or other property, if any.

**             4.          LISTING.**  The Company shall file any forms and do any acts as shall berequired from time to time to secure the listing or quotation of the CommonStock issuable upon exercise of the Warrant with each national securitiesexchange or automated quotation system, if any, upon which shares of suchsecurities are then listed or traded and shall maintain, so long as any othershares of such securities shall be so listed or traded, such listing orquotation of all securities issued or issuable upon the exercise of thisWarrant.

**             5.          ISSUE TAX.** The issuanceof certificates for shares of Common Stock upon the exercise of the Warrantshall be made without charge to the Holder of the Warrant for any issue tax(other than any applicable income taxes) in respect thereof; *provided*, *however*,that the Company shall not be required to pay any tax which may be payable inrespect of any transfer involved in the issuance and delivery of anycertificate in a name other than that of the then Holder of the Warrant beingexercised.

**             6.          CLOSING OF BOOKS.**  The Companywill at no time close its transfer books against the transfer of any warrant orof any shares of Common Stock issued or issuable upon the exercise of anywarrant in any manner which interferes with the timely exercise of thisWarrant.

**             7.          NOVOTING OR DIVIDEND RIGHTS; LIMITATION OF LIABILITY****.**  Nothingcontained in this Warrant shall be construed as conferring upon the Holderhereof the right to vote or to consent or to receive notice as a stockholder ofthe Company or any other matters or any rights whatsoever as a stockholder ofthe Company.  No dividends or interestshall be payable or accrued in respect of this Warrant or the interestrepresented hereby or the shares purchasable hereunder until, and only to theextent that, this Warrant shall have been exercised.  No provisions hereof, in the absence of affirmative action by theholder to purchase shares of Common Stock, and no mere enumeration herein ofthe rights or privileges of the holder hereof, shall give rise to any liabilityof such Holder for the Stock Purchase Price or as a stockholder of the Company,whether such liability is asserted by the Company or by its creditors.

**             8.          REPRESENTATIONS OF HOLDER.**  Holderrepresents that by reason of its own, or of its management’s, knowledge andexperience in financial and business matters, Holder is capable of evaluatingthe merits and risks of its investment in the Company and has the capacity toprotect its own interests in connection with the issuance of this Warrant andthe shares of Common Stock issuable upon the exercise thereof.  Holder represents that it is acquiring suchsecurities for its own account for investment only, and not with a view towardstheir distribution.

**             9.          WARRANTS TRANSFERABLE.**  ThisWarrant is not transferable except to an affiliate or a subsidiary of Holder; *provided* that Holder provides priorwritten notice of such transfer to the Company, such transferee agrees to bebound by the obligations hereunder, and the Company may treat such transfereeas the absolute owner hereof for any purpose and as the person entitled toexercise the rights represented by this Warrant.

**             10.        RIGHTS AND OBLIGATIONS SURVIVE EXERCISE OFWARRANT.** The rights and obligations of theCompany, of the holder of this Warrant and of the holder of shares of CommonStock issued upon exercise of this Warrant, shall survive the exercise of thisWarrant.

**             11.        MODIFICATION AND WAIVER.**  ThisWarrant and any provision hereof may be changed, waived, discharged orterminated only by an instrument in writing signed by the party against whichenforcement of the same is sought.

**             12.        NOTICES.**  Any notice,request or other document required or permitted to be given or delivered to theholder hereof or the Company shall be in writing, shall refer specifically tothis Warrant and shall be personally delivered or shall be sent by certifiedmail or internationally recognized overnight courier, postage prepaid, toHolder at its address as shown on the signature page hereto or to the Companyat the address indicated therefor in the first paragraph of this Warrant orsuch other address as either may from time to time provide to the other inwriting.  Any delivery, notice, requestor other document given in conformity with this Section 12 shall be deemed tobe effective when received by the addressee.

**             13.        BINDING EFFECT ON SUCCESSORS.** This Warrantshall be binding upon any corporation succeeding the Company by merger,consolidation or acquisition of all or substantially all of the Company’sassets.  All of the obligations of theCompany relating to the Common Stock issuable upon the exercise of this Warrantshall survive the exercise and termination of this Warrant.  All of the covenants and agreements of theCompany shall inure to the benefit of the successors and assigns of the Holderhereof.

**             14.        DESCRIPTIVE HEADINGS AND GOVERNING LAW.**  Thedescription headings of the several sections and paragraphs of this Warrant areinserted for convenience only and do not constitute a part of thisWarrant.  This Warrant shall beconstrued and enforced in accordance with, and the rights of the parties shallbe governed by, the laws of the State of California.

**             15.        LOST WARRANTS.**  The Companyrepresents and warrants to the Holder hereof that upon receipt of evidencereasonably satisfactory to the Company of the loss, theft, destruction, ormutilation of this Warrant and, in the case of any such loss, theft or destruction,upon receipt of an indemnity reasonably satisfactory to the Company, or in thecase of any such mutilation upon surrender and cancellation of such Warrant,the Company, at its expense, will make and deliver a new Warrant, of liketenor, in lieu of the lost, stolen, destroyed or mutilated Warrant.

**             16.        FRACTIONAL SHARES.**  Nofractional shares shall be issued upon exercise of this Warrant.  The Company shall, in lieu of issuing anyfractional share, pay the holder entitled to such fraction a sum in cash equalto such fraction multiplied by the then effective Stock Purchase Price.

[THIS SPACEINTENTIONALLY LEFT BLANK]

**             IN WITNESS WHEREOF,**the Company has caused this Warrant to be dulyexecuted by its officers, thereunto duly authorized this 27th day ofJuly, 2001.

| **INTRABIOTICS PHARMACEUTICALS, INC.** |
|----------------------------------------|
|                                   |
| By:                                    | /s/ Kenneth Kelley |
|                                   |  |
|                                   | Kenneth Kelley,  President and CEO |

**HOLDER:**

|     | **DIVERSA CORPORATION**   |
|----------|---------------------------|
|     |                      |   |
|     | By:                       | /s/  Karin Eastham |
|     |                      |  |
|     |                      | Karin Eastham |
|     |                      | Senior  Vice President, Finance and |
|     |                      | Chief  Financial Officer |
|     |                      |   |
| Address: | 4955 Directors Place      |
|     | San Diego, CA  92121 |
|          |                           |  |  |

 

**SUBSCRIPTION FORM**

Date:  _________________, 200_

IntraBioticsPharmaceuticals, Inc.1245 Terra Bella AvenueMountain View, CA  94043Attn:  President

Ladiesand Gentlemen:

| o      | The undersigned hereby  elects to exercise the warrant issued to it by IntraBiotics Pharmaceuticals,  Inc. (the “Company”) and dated July 27, 2001 Warrant No. CW-____ (the  “Warrant”) and to purchase thereunder ______________________________ shares  of the Common Stock of the Company (the “Shares”) at a purchase price of  $2.00 per Share or an aggregate purchase price of ________________ Dollars  ($__________) (the “Purchase Price”). |
|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| o      | The undersigned hereby elects to  convert ______________________ percent (___%) of the value of the Warrant  pursuant to the provisions of Section 1.2 of the Warrant.                                                                                                                                                                                                                                                                                                                        |

             Pursuant to the terms of theWarrant the undersigned has delivered the Purchase Price herewith in full incash or wire transfer.

|   | Very truly yours,                  |   |
|--------|------------------------------------|--------|
|   |                               |   |
|   |                                    |
|   | *Print Entity Name, if applicable* |
|   |                               |
|   | By:                                |   |
|   |                               |        |
|   | Print Name:                        |   |
|   |                               |        |
|   | Title:                             |   |
|   |                               |        |
|        |                                    |        |  |