<PAGE>
                                                                     EXHIBIT 4.7

            THE SECURITIES REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR
           INVESTMENT. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON
          EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
        ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES ACTS.
         THESE SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE
                 OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM.

                         OMRIX BIOPHARMACEUTICALS, INC.

                          COMMON STOCK PURCHASE WARRANT

Date of Issuance: January 20, 2004                  Certificate No. W-CST # 1

     For Value Received, Omrix Biopharmaceuticals, Inc., a Delaware corporation
(the "Company"), hereby grants The Marwood Group or his registered assigns (the
"Registered Holder"), the right to purchase from the Company during the Exercise
Period (as defined below) up to 100,000 shares of the Company's Common Stock at
a price per share of $4.40 (as adjusted from time to time hereunder, the
"Exercise Price"). This Warrant is issued by the Company pursuant to a letter
agreement with an effective date of August 1, 2003 by and among the Company and
the Registered Holder (the "Letter Agreement") in connection with an offering of
certain consulting services. Certain capitalized terms used herein are defined
in Section 4 hereof. The amount and kind of securities obtainable pursuant to
the rights granted hereunder and the Exercise Price for such securities are
subject to adjustment pursuant to the provisions contained in this Warrant.

     This Warrant is subject to the following provisions:

1.   EXERCISE OF WARRANT.

          1.1 EXERCISE PERIOD AND PROCEDURE. The Registered Holder may exercise,
     in whole or in part (but not as to a fractional share of Common Stock), the
     purchase rights represented by this Warrant at any time and from time to
     time after the Date of Issuance of this Warrant up to 5:00 P.M. (EST), on
     August 1, 2010 (the "Exercise Period"), subject to the remaining provisions
     of this Section 1.1:

               (a) This Warrant shall be deemed to have been exercised when the
     Company has received all of the following items (the "Exercise Time"):

                    (i) a completed exercise agreement, as descried in paragraph
     1.2 below (the "Exercise Agreement"), with option one being chosen as
     provided therein, executed by the Person exercising all or part of the
     purchase rights represented by this Warrant (the "Purchaser"), together
     with this Warrant and a check payable to the Company in an amount equal to
     the product of the Exercise Price multiplied by the number of shares of
     Common Stock being purchased upon such exercise (the "Aggregate Exercise
     Price") if Purchaser is not choosing a Cashless Exercise (as defined
     below).


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<PAGE>
          Notwithstanding anything contained within this Warrant to the
          contrary, the Aggregate Exercise Price is not subject to adjustment
          for any reason; or, in the case of a Cashless Exercise (as defined
          below) which shall be exercised at the sole option of the Registered
          Holder,

                    (ii) a completed Exercise Agreement, with option two being
          chosen as provided therein, executed by the Purchaser, together with
          this Warrant (a "Cashless Exercise"). Such presentation and surrender
          shall be deemed a waiver of the Registered Holder's obligation to pay
          the Aggregate Exercise Price, or the proportionate part thereof if
          this Warrant is exercised in part. In the event of a Cashless
          Exercise, the Registered Holder shall exchange its Warrant for that
          number of Common Stock Shares which shall be multiplied by a fraction,
          the numerator of which shall be the difference between the then
          Average Closing Price Per Share of the Common Stock and the Exercise
          Price, and the denominator of which shall be the then Average Closing
          Price Per Share of Common Stock.

               (b) If this Warrant is not registered in the name of the
          Purchaser, an Assignment or Assignments in the name set forth in
          Exhibit II hereto evidencing the assignment of this Warrant to the
          Purchaser, in which case the Registered Holder shall comply with the
          provisions set forth in Section 6 hereof.

               (c) Certificates for shares of Common Stock purchased upon
          exercise of this Warrant shall be delivered by the Company to the
          Purchaser within ten (10) business days after the date of the Exercise
          Time. Unless this Warrant has expired or all of the purchase rights
          represented hereby have been exercised, the Company shall prepare a
          new Warrant, substantially identical hereto, representing the rights
          formerly represented by this Warrant which have not expired or been
          exercised and shall within such ten (10) business day period, deliver
          such new Warrant to the Person designated for delivery in the Exercise
          Agreement.

               (d) The Common Stock issuable upon the exercise of this Warrant
          shall be deemed to have been issued to the Purchaser and outstanding
          and the Purchaser shall be deemed for all purposes to have become the
          record holder of such Common Stock at the Exercise Time.

               (e) The issuance of certificates for shares of Common Stock upon
          exercise of this Warrant shall be made without charge to the
          Registered Holder or the Purchaser for any issuance tax in respect
          thereof or other cost incurred by the Company in connection with such
          exercise and the related issuance of shares of Common Stock. Each
          share of Common Stock issuable upon exercise of this Warrant shall,
          upon payment of the Exercise Price therefor, be fully paid and
          nonassessable and free from all liens and charges with respect to the
          issuance thereof:

               (f) The Company shall not close its books against the transfer of
          this Warrant or of any share of Common Stock issued or issuable upon
          the exercise of this Warrant in any manner which interferes with the
          timely exercise of this Warrant. The


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<PAGE>
          Company shall from time to time take all such action as may be
          necessary to assure that the par value per share of the unissued
          Common Stock acquirable upon exercise of this Warrant is at all times
          equal to or less than the Exercise Price then in effect.

               (G) The Company shall assist and cooperate with any Registered
          Holder or Purchaser required to make any governmental filings or
          obtain any governmental approvals prior to or in connection with any
          exercise of this warrant (including, without limitation, making any
          filings required to be made by the Company).

               (H) The Company shall at all times reserve and keep available out
          of its authorized but unissued shares of Common Stock, solely for the
          purpose of issuance upon the exercise of the Warrants, such number of
          shares of Common Stock issuable upon the exercise of all outstanding
          Warrants. All shares of Common Stock which are so issuable shall, when
          issued, be duly and validly issued, fully paid and nonassessable and
          free from all taxes, liens and charges. The Company shall take all
          such actions as may be necessary to assure that all such shares of
          Common Stock may be so issued without violation of any applicable law
          or governmental regulation or any requirements of any domestic
          securities exchange upon which shares of Common Stock may be listed
          (except for official notice of issuance, which shall be immediately
          delivered by the Company upon each such issuance). The Company shall
          not take any action that would cause the number of authorized but
          unissued shares of Common Stock to be less than the number of such
          shares required to be reserved hereunder for issuance upon exercise of
          this Warrant.

               (I) Any certificate for shares of Common Stock issued upon the
          exercise of this Warrant shall contain a legend in substantially the
          form of the legend set forth on the first page of this Warrant except
          if such exercise is effected in connection with a Public Offering of
          the Company's capital stock and shares of the Common Stock issuable
          upon the exercise of this Warrant are included in such registered
          offering.

          1.2 EXERCISE AGREEMENT. Upon any exercise of this Warrant, the
     Exercise Agreement shall be substantially in the form set forth in Exhibit
     I hereto, except that if the shares of Common Stock are not to be issued in
     the name of the Person in whose name this Warrant is registered, the
     Exercise Agreement shall also state the name of the Person to whom the
     certificates for the shares of Common Stock are to be issued, and if the
     number of shares of Common Stock to be issued does not include all the
     shares of Common Stock purchasable hereunder, it shall also state the name
     of the Person to whom a new Warrant for the unexercised portion of the
     rights hereunder is to be delivered. Such Exercise Agreement shall be dated
     the actual date of execution thereof.

2.   ADJUSTMENT OF EXERCISE PRICE. The Exercise Price shall be subject to
     adjustment from time to time as provided in this Section 2.

          2.1 SUBDIVISION OR COMBINATION OF COMMON STOCK. If the Company at any
     time subdivides (by any stock split, stock dividend, recapitalization or
     otherwise) one or more classes of its outstanding shares of Common Stock
     into a greater number of shares, the Exercise Price in effect immediately
     prior to such subdivision shall be proportionately


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<PAGE>
     reduced and the number of shares of Common Stock obtainable upon exercise
     of this Warrant shall be proportionately increased. If the Company at any
     time combines (by reverse stock split or otherwise) one or more classes of
     its outstanding shares of Common Stock into a smaller number of shares, the
     Exercise Price in effect immediately prior to such combination shall be
     proportionately increased and the number of shares of Common Stock
     obtainable upon exercise of this Warrant shall be proportionately
     decreased.

          2.2 REORGANIZATION, RECLASSIFICATION, CONSOLIDATION, MERGER OR SALE.
     Prior to the consummation of any Organic Change, the Company shall make
     appropriate provision (in form and substance reasonably satisfactory to the
     Registered Holder) to ensure that the Registered Holder shall thereafter
     have the right to acquire and receive, in lieu of or in addition to (as the
     case may be) the shares of Common Stock immediately theretofore acquirable
     and receivable upon the exercise of this Warrant, such shares of stock,
     securities or assets as may be issued or payable with respect to or in
     exchange for the number of shares of Common Stock immediately theretofore
     acquirable and receivable upon exercise of this Warrant had such Organic
     Change not taken place. In any such case, the Company shall make
     appropriate provision (in form and substance reasonably satisfactory to the
     Registered Holder) with respect to such holder's rights and interests to
     ensure that the provisions of this Section 2 and Section 3 hereof shall
     thereafter be applicable to this Warrant. By his receipt and acceptance of
     this Warrant, the Registered Holder agrees that so long as the Company
     shall comply with this Section 2.2, the Registered Holder shall be
     obligated to exercise and shall exercise this Warrant upon demand by the
     Company in connection with any such Organic change.

          2.3 CERTAIN EVENTS. If any event occurs of the type contemplated by
     the provisions of this Section 2 but not expressly provided for by such
     provisions, then the Company's board of directors shall make an appropriate
     adjustment in the Exercise Price and the number of shares of Common Stock
     obtainable upon exercise of this Warrant so as to protect the rights of the
     holders of the Warrants; provided that no such adjustment shall increase
     the Exercise Price or decrease the number of shares of Common Stock
     obtainable as otherwise determined pursuant to this Section 2.

          2.4 FRACTIONAL SHARES. If, upon exercise of the rights represented by
     this Warrant, a fractional share of Common Stock would be issuable by
     virtue of the provisions of this Section 2, in lieu of issuing such
     Fractional Share, the Company shall, within 5 business days after the date
     of the Exercise Time, deliver to the Purchaser the Company's check payable
     to the Purchaser's order in an amount equal to the difference between the
     Average Closing Price of such fractional share as of the date of the
     Exercise Time and the Exercise Price of such additional share.

          2.5 NOTICES.

               (A) Immediately upon any adjustment of the Exercise Price or the
          number of shares issuable upon exercise of this Warrant, the Company
          shall give written


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<PAGE>
     notice thereof to the Registered Holder, setting forth in reasonable detail
     and certifying the calculation of such adjustment.

          (b) The Company shall give written notice to the Registered Holder at
     least 20 days (or, if 20 days notice is not practicable, such notice as is
     practicable under the circumstances, but in not less than 10 days notice)
     prior to the date on which the Company closes its books or takes a record
     (A) with respect to any dividend or distribution upon the Common Stock, (B)
     with respect to any pro rata subscription offer to holders of Common Stock
     or (C) for determining rights to vote with respect to any Organic Change,
     dissolution or liquidation.

          (c) The Company shall also give written notice to the Registered
     Holders at least 20 days (or, if 20 days notice is not practicable, such
     notice as is practicable under the circumstances, but in not less than 10
     days notice) prior to the date on which any Organic Change, dissolution or
     liquidation shall take place.

3.   NO VOTING OR DIVIDEND RIGHTS; LIMITATION OF LIABILITY. Nothing contained in
     this Warrant shall be construed as conferring upon the Registered Holder
     hereof the right to vote or to consent or to receive notice as a
     stockholder of the Company or any other matters or any rights whatsoever as
     a stockholder of the Company. No dividends or interest shall be payable or
     accrued in respect of this Warrant or the interest represented hereby or
     the shares purchasable hereunder until, and only to the extent that, this
     Warrant shall have been exercised. No provisions hereof, in the absence of
     affirmative action by the Registered Holder to purchase shares of Common
     Stock, and no mere enumeration herein of the rights or privileges of the
     Registered Holder hereof, shall give rise to any liability of such
     Registered Holder for the Aggregate Exercise Price or as a stockholder of
     the Company, whether such liability is asserted by the Company or by its
     creditors.

4.   DEFINITIONS. The following terms used in this Warrant have meanings set
     forth below:

     An "Affiliate" of a person (as defined below) means any person which,
directly or indirectly, controls, is controlled by or is under common control
with such person. As used in this definition, "control" means the possession,
directly or indirectly, of the power to direct or cause the direction of the
policies and management of a person, whether by ownership of stock, by contract
or otherwise.

     "Average Closing Price" means, as to the Common Stock, the average of the
closing sales prices as reported by the National Association of Securities
Dealers, Inc. electronic interdealer quotation system ("Nasdaq") on the Nasdaq
SmallCap Market or the Nasdaq National Market System or on such other domestic
securities exchange on which the Common Stock rimy then be listed, as
applicable, or, if on any day the Common Stock is not quoted in the Nasdaq
National Market System or the Nasdaq SmallCap Market or listed on any domestic
securities exchange, the average of the highest bid and lowest asked prices on
such day in the domestic over-the-counter market, as reported by the National
Quotation Bureau, Incorporated, or any similar


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<PAGE>
 successor organization, in each such case for the twenty (20) trading days
 immediately preceding the date of the Exercise Time. If at the Exercise Time
 the Common Stock is not listed on any domestic securities exchange or quoted on
 the Nasdaq National Market System, the Nasdaq SmallCap Market or the domestic
 over-the-counter market, the "Average Closing Price" shall be the fair value
 thereof determined in good faith by the Company's Board of Directors; provided
 that if Purchaser in good faith disagrees with such valuation, such fair value
 shall be determined by an investment banker jointly selected by the Company and
 the Purchaser. The determination of such investment banker shall be final and
 binding on the Company and the Investor, and the fees and expenses of such
 appraiser shall be shared equally by the Company and the Purchaser.

     "Common Stock" means the Company's Common Stock, $.01 par value per share.

     "Organic Change" means any recapitalization, reorganization,
reclassification, Sale of the Company or other transaction, in each case, which
is effected in such a way that the holders of Common Stock are entitled to
receive (either directly or upon subsequent liquidation) stock, securities or
assets (other than cash) with respect to or in exchange for Common Stock.

     "Person" means an individual, a partnership, a joint venture, a
corporation, a limited liability company, a trust, an unincorporated
organization or a government or any department or agency thereof.

     "Public Offering" means any offering by the Company of its securities to
the public pursuant to an effective registration statement under the Securities
Act.

     "Sale of the Company" means one or more of the following effected in a
single transaction or series of transactions, whether or not related, with one
or more Persons:

          (a) The sale or other disposition of all or substantially all of the
     Company's assets or the assets of the Company's subsidiaries, on a
     consolidated basis;

          (b) The sale or other disposition of a majority of the issued and
     outstanding equity securities of the Company or other rights giving such
     Person or Persons the power to elect a majority of the Company's board of
     directors (whether by merger, consolidation or issuance, sale or transfer
     of equity securities of the Company); or

          (c) The merger or consolidation of the Company or substantially all of
     its subsidiaries with one or more third parties in a transaction in which
     such third part(ies) or the holders of their equity securities thereafter
     control, directly or indirectly, the business and affairs of the Company or
     the subsidiaries party to such transaction.

     "Securities Act" means the Securities Act of 1933, as amended, or any
successor federal statute, and the rules and regulations of the Securities and
Exchange Commission thereunder, all as the same shall be in effect at the time.

5.   PIGGY-BACK REGISTRATION RIGHTS. If the Company files any registration
     statement with the Securities and Exchange Commission or any state
     regulatory agency registering for sale any Common Stock of any other
     shareholders of the Company, then


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     Company agrees that the Company shall include all Warrants in such
     registration statement on a pro-rata basis with all other selling
     shareholders.

6.   WARRANT TRANSFERABLE. Subject to compliance with applicable federal and
     state security laws, this Warrant and all rights hereunder are transferable
     to any Affiliate of the Registered Holder, in whole or in part, without
     charge to the Registered Holder (except for transfer taxes), upon surrender
     of this Warrant with a properly executed Assignment (in the form of Exhibit
     II hereto) at the principal office of the Company. This Warrant is
     otherwise non-negotiable and may not be transferred or assigned without the
     prior written consent of the Company, which consent may be withheld in its
     sole discretion.

7.   WARRANT EXCHANGEABLE FOR DIFFERENT DENOMINATIONS. This Warrant is
     exchangeable, upon the surrender hereof by the Registered Holder at the
     principal office of the Company, for new Warrants of like tenor
     representing in the aggregate the rights hereunder, and each of such new
     Warrants shall represent such portion of such rights as is designated by
     the Registered Holder at the time of such surrender. The date the Company
     initially issues this Warrant shall be deemed to be the "Date of Issuance"
     hereof regardless of the number of times new certificates representing the
     unexpired and unexercised rights formerly represented by this Warrant shall
     be issued. All Warrants representing portions of the rights hereunder are
     referred to herein as the "Warrants."

8.   REPLACEMENT. Upon receipt of evidence reasonably satisfactory to the
     Company (an affidavit of the Registered Holder shall be satisfactory) of
     the ownership and the loss, theft, destruction or mutilation of any
     certificate evidencing this Warrant, and in the case or any such loss,
     theft or destruction, upon receipt of the Registered Holder's indemnity
     agreement or, in the case of any such mutilation upon surrender of such
     certificate, the Company shall (at its expense) execute and deliver in lieu
     of such certificate a new certificate of like kind representing the same
     rights represented by such lost, stolen, destroyed or mutilated certificate
     and dated the date of such lost, stolen, destroyed or mutilated
     certificate.

9.   NOTICES. Except as otherwise expressly provided herein, all notices
     referred to in this Warrant shall be in writing and shall be delivered
     personally, sent by reputable overnight courier service (charges prepaid)
     or sent by registered or certified mail, return receipt requested, postage
     prepaid and shall be deemed to have been given when so delivered, sent or
     deposited in the U.S. Mail (i) to the Company, at its principal executive
     offices located at 200 Chausee de Waterloo, 1640 Rhode-St.-Genese, Belgium,
     Attention: Chief Financial Officer (ii) to the Registered Holder of this
     Warrant, at holder's address located at 232 Madison Avenue, Suite 906, New
     York, New York 10016, Attention: General Counsel. Such addresses may be
     amended in writing from time to time.

10.  AMENDMENT AND WAIVER. Except as otherwise provided herein, the provisions
     of the Warrants may be amended and the Company may take any action herein


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     prohibited, or omit to perform any act herein required to be performed by
     it, only if the Company has obtained the written consent of the Registered
     Holder.

11.  DESCRIPTIVE HEADINGS; GOVERNING LAW. The descriptive headings of the
     several Sections and paragraphs of this Warrant are inserted for
     convenience only and do not constitute a part of this Warrant. All issues
     and questions concerning the construction, validity, enforcement and
     interpretation of this Warrant shall be governed by, and construed in
     accordance with, the laws of the State of Delaware, without giving effect
     to any choice of law or conflict of law provision or Rule (whether of the
     State of Delaware or any other jurisdiction) that would cause the
     application of the domestic substantive laws of any jurisdiction other than
     the State of Delaware.

IN WITNESS WHEREOF, each of the parties has caused this Warrant to be signed and
attested by its duly authorized officers and to be dated the Date of Issuance
hereof.

 OMRIX
 BIOPHARMACEUTICALS, INC.                      MARWOOD GROUP LLC

 By /s/ Philippe Romagnoli                     By /s/ John Moore
    --------------------------------              ----------------------------

 Its      CFO                                  Its Authorized Officer
    --------------------------------              ----------------------------

 Attest:

 /s/ Authorized Officer
------------------------------------

 Title:    CPA
       -----------------------------


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                                                                       EXHIBIT I

EXERCISE AGREEMENT

To:         Omrix Biopharmaceuticals, Inc.

Dated:

     The undersigned, pursuant to the provisions set forth in the attached
Warrant Certificate W-CST # 1, hereby agrees to subscribe for the purchase of
________ shares of Common Stock covered by such Warrant and:

[ ]  Option One: Makes payment herewith in full therefor at the price per share
     provided by such Warrant. Payment shall be made by delivery of $ _________
     transmitted herewith by check; or

[ ] Option Two: Hereby elects to exchange such Warrant pursuant to the Cashless
    Exercise provisions of the Warrant.

                                               Signature ________________

                                               Address __________________


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                                                                      EXHIBIT II

ASSIGNMENT

     FOR VALUE RECEIVED, _____________ hereby sells, assigns and transfers all
of the rights of the undersigned under the attached Warrant Certificate W-CST #
1 with respect to the number of shares of the Common Stock covered thereby set
forth below, unto:

Names of Assignee               Address                          No. of Shares



                                               Signature ____________________

                                               Witness _____________________


THE UNDERSIGNED ASSIGNEE HEREBY AGREES TO BE BOUND BY THE LIMITATIONS ON
FURTHER DISPOSITION OF THIS WARRANT SET FORTH IN SECTION 6 HEREOF.

                                               Signature ____________________

                                               Name _______________________


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