Exhibit 4.4 



THIS WARRANT HAS NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS.
THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, TRANSFERRED, PLEDGED OR HYPOTHECATED IN
THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER
SUCH ACT AND ANY APPLICABLE STATE SECURITIES LAW OR AN OPINION OF COUNSEL SATISFACTORY TO
THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. 



Void after
January 
31,
2009 



PFC THERAPEUTICS, LLC
WARRANT TO PURCHASE
UNITS OF MEMBERSHIP INTERESTS 



        THIS
CERTIFIES that, for value received, Technology Gateway Partnership, L.P. (such entity and
any successor and assign being hereinafter referred to as the “Holder”) is
entitled to subscribe for and purchase from PFC Therapeutics, LLC, a Delaware limited
liability company (hereinafter called the “Company”), a number of units of
membership interests of the Company (the “Units”) representing Ten Percent (10%)
of the Company’s issued and outstanding Units (determined on a fully-diluted basis on
the date of exercise of this Warrant) at an exercise price of $0.01 per Unit (the
“Exercise Price’), at any time or from time to time from January 31, 2004 to and
including January 31, 2009 (the “Exercise Period”). 



    1.       Exercise.  



            (i)       Notwithstanding
any other provision of this Warrant, this Warrant may only be           exercised by the
Holder in the event the Company does not (a) receive a           commitment for a
Financing (as defined below) by January 15, 2004, and (b) close           a Financing by
January 31, 2004. For purposes of this Warrant, the term           “Financing” means
a financing pursuant to which the Company receives           gross proceeds of
$10,000,000 (or such other amount approved by the Holder) from           one or more
investors, strategic partners, or other sources (or any combination           of the
foregoing). By way of example, the equity financing contemplated by the           Term
Sheet dated November 7, 2003 by and among Alliance Pharmaceutical Corp. and           SRS
Capital-West, Inc. (as the same may be amended, modified, supplemented or
          restated from time to time) would be a Financing under this Warrant.  



            (ii)       While
this Warrant remains outstanding and exercisable in accordance with the           terms
hereof, the Holder may exercise, in whole or in part, the purchase rights
          evidenced hereby. Such exercise shall be effected by:  



		    (a)       the
surrender of the Warrant, together with a duly executed copy of the Notice           of
Exercise attached here, to the Company at its principal office (or at such
          other place as the Company shall notify the Holder in writing); and  








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		    (b)       the
payment to the Company of an amount equal to the aggregate Exercise Price           for
the number of Units being purchased.  







            (iii)       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 Section 1(i) above. At such time, the
          person or persons in whose name or names any of the Units shall be issuable
upon           such exercise shall be deemed to have become the holder or holders of
record of           the Units.  



            (iv)       As
soon as practicable after the exercise of this Warrant in whole or in part,           and
in any event within twenty (20) days thereafter, the Company at its expense
          will cause to be issued and delivered to the Holder, or as such Holder (upon
          payment by such Holder of any applicable transfer taxes) may direct:  



		    (a)       an
amendment to the Company’s Limited Liability Company Operating Agreement
          (the “Operating Agreement”) evidencing the Units issued upon such
          exercise, and  







		    (b)       in
case such exercise is in part only, a new warrant (dated the date hereof) of
          like tenor, stating on its face that the holder thereof is entitled to purchase
          a number of Units representing the percentage of the outstanding membership
          units of the Company indicated on the face of this Warrant, minus the
percentage           of outstanding Units represented by the Units purchased by the
Holder upon such           exercise.  







    2.       No
Impairment. Except and to the extent as waived or consented to by the
          Holder, the Company will not, by amendment of its Certificate of Formation or
          Operating Agreement 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 to be observed or performed hereunder by the Company, but will at
          times in good faith assist in the carrying out of all the provisions of this
          Warrant and in the taking of all such action as may be necessary or appropriate
          in order to protect the exercise rights of the Holder against impairment.  



    3.       No
Member Rights. Prior to exercise of this Warrant, the Holder shall not           be
entitled to any rights of a member of the Company with respect to the Units.  



    4.       Transfer
of Warrant. Subject to compliance with applicable federal and           state
securities laws, this Warrant and all rights hereunder are transferable in
          whole or in part by the Holder to (i) any partner or retired partner of the
          Holder, if the Holder is a partnership, or (ii) any affiliated venture capital
          fund of the Holder. Within a reasonable time after the Company’s receipt
of           an executed Assignment Form in the form attached hereto, the transfer shall
be           recorded on the books and be reflected on the capitalization table of the
          Company upon the surrender of this Warrant, properly endorsed, to the Company
at           its principal offices, and the payment to the Company of all transfer taxes
and           other governmental changes imposed on such transfer. In the event of a
partial           transfer, the Company shall issue to the new holders one or more
appropriate new           warrants.  




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    5.       Successors
and Assigns. The terms and provisions of this Warrant shall           inure to the
benefit of, and be binding upon, the Company and the holder hereof           and their
respective successors and assigns.  



    6.       Notices.
All notices under this Warrant shall be in writing and shall be           deemed to have
been given (a) upon receipt, when delivered by hand or by           electronic facsimile
transmission, or (b) upon actual delivery by overnight           courier, or (c) three
days after mailing by regular first-class mail or           certified mail return receipt
requested, addressed to each party at the           addresses indicated below their
signatures below or at such other address as           such party may designate by ten
(10) business days’ advance written notice           to the other party.  



    7.       Amendments
and Waivers. The amendment or waiver of any term of this           Warrant shall be
conducted pursuant to the terms of that certain Secured           Convertible Note
Purchase Agreement dated November 20, 2003 by and among the           Company and the
Holder.  



    8.       Governing
Law. This Warrant and all acts and transactions hereunder and           all rights
and obligations of Holder and Company shall be governed by the           internal laws
(and not the conflicts of law rules) of the State of California.  



    9.       General.
Should any provision of this Warrant be held by any court of           competent
jurisdiction to be void or unenforceable, such defect shall not affect           the
remainder of this Warrant, which shall continue in full force and effect.           This
Warrant and such other written agreements, documents and instruments as may           be
executed in connection herewith are the final, entire and complete agreement
          between Company and Holder and supersede all prior and contemporaneous
          negotiations and oral representations and agreements, all of which are merged
          and integrated in this Warrant. There are no oral understandings,
          representations or agreements between the parties which are not set forth in
          this Warrant or in other written agreements signed by the parties in connection
          herewith. This Warrant may be executed in two or more counterparts, each of
          which shall be deemed an original, but all of which shall constitute one
          agreement. Each of the counterparts may be signed and transmitted by facsimile
          with the same validity as if it were an original document.  




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        IN
WITNESS WHEREOF, the Company has caused this Warrant to be executed by a duly authorized
officer and to be dated as of the date first above written. 


		PFC THERAPEUTICS, LLC
	

 	/s/ Duane J. Roth
		Duane J. Roth, Manager
	

 	Address:
	

 	Fax:







ACKNOWLEDGED AND AGREED: 



TECHNOLOGY GATEWAY
PARTNERSHIP, L.P. 



/s/ Thomas O. Gephart 
Thomas O. Gephart,
Managing Partner of
Ventana Capital Partners, LLC, the General Partner
of Technology
Gateway Partnership, L.P. 























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NOTICE OF EXERCISE 



To: PFC Therapeutics, LLC 



        The
undersigned hereby elects to purchase, pursuant to the provisions of the Warrant, Units
representing ______ percent of the Company’s outstanding membership units, and
tenders herewith payment in cash of the Exercise Price of such Units in full, together
with all applicable transfer taxes, if any. 



        The
undersigned hereby represents and warrants that the representations and warranties in
Section 3 of the Secured Convertible Note Purchase Agreement dated November __, 2003 are
true and correct as of the date hereof. 



		HOLDER: ________________________________
	

Date: ________________________________	By: ________________________________
	

 	

Address: ________________________________
                 ________________________________
                 ________________________________




















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ASSIGNMENT FORM 



(To assign the
foregoing Warrant, execute this form 
and supply required information. Do not use this

form to  purchase Units.)  



        For
Value Received, the foregoing Warrant and all rights evidenced thereby are hereby
assigned to: 



Name: _______________________________________________________________

                   (Please Print) 



Address: _____________________________________________________________
                   
(Please
Print)  



Dated: ________________________  



Holder’s 
Signature: __________________________________________




Holder’s 
Signature: __________________________________________





NOTE: (A) By signing this
Assignment the Assignee-Holder agrees to be bound by all of the terms and conditions of
the Warrant, and (B) the signature to this Assignment Form must correspond with the name
as it appears on the face of the Warrant, without alteration or enlargement or any change
whatever. Officers of entites and those acting in a fiduciary or other representative
capacity should file proper evidence or authority to assign the foregoing Warrant.