Exhibit

4.9




 




THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED

UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED OR

OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT

OR PURSUANT TO RULE 144 OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE

CORPORATION AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED.




 




WARRANT TO PURCHASE STOCK




 




	

  Corporation:


  	

  RIGEL PHARMACEUTICALS, INC., a Delaware


  Corporation


  
	

  Number of Shares:


  	

  138,889


  
	

  Class of Stock:


  	

  Common


  
	

  Initial Exercise Price:


  	

  $2.70 per share 


  
	

  Issue Date:


  	

  July 12, 2002


  
	

  Expiration Date:


  	

  July 12, 2012 (Subject to Section 4.1)


  





 




THIS WARRANT CERTIFIES THAT, for good and valuable

consideration, the receipt of which is hereby acknowledged, COMERICA BANK -

CALIFORNIA or its assignee (“Holder”) is entitled to purchase the number of

fully paid and nonassessable shares of the class of securities (the “Shares”)

of the corporation (the “Company”) at the initial exercise price per Share (the

“Warrant Price”) all as set forth above and as adjusted pursuant to

Article 2 of this warrant, subject to the provisions and upon the terms

and conditions set forth in this warrant.




 




ARTICLE 1.  EXERCISE.




 




1.1                                 Method

of Exercise.  Holder may exercise

this warrant by delivering this warrant and a duly executed Notice of Exercise

in substantially the form attached as Appendix 1 to the principal office of the

Company.  Unless Holder is exercising

the conversion right set forth in Section 1.2, Holder shall also deliver to the

Company a check for the aggregate Warrant Price for the Shares being purchased.




 




1.2                                 Conversion

Right.  In lieu of exercising this

warrant as specified in Section 1.1, Holder may from time to time convert

this warrant, in whole or in part, into a number of Shares determined by

dividing (a) the aggregate fair market value of the Shares or other

securities otherwise issuable upon exercise of this warrant minus the aggregate

Warrant Price of such Shares by (b) the fair market value of one Share.  The fair market value of the Shares shall be

determined pursuant to Section 1.3.




 




1.3                                 Fair

Market Value.  If the Shares are

traded regularly in a public market, the fair market value of the Shares shall

be the average closing price of the Shares (or the closing price of the

Company’s stock into which the Shares are convertible) reported for the five

business days immediately before Holder delivers its Notice of Exercise to the

Company.  If the Shares are not regularly

traded in a public market, the Board of Directors of the Company shall

determine fair market value in its reasonable good faith judgment.




 




1.4                                 Delivery

of Certificate and New Warrant. 

Promptly after Holder exercises or converts this warrant, the Company

shall deliver to Holder certificates for the Shares acquired and, if this

warrant has not been fully exercised or converted and has not expired, a new

warrant representing the Shares not so acquired.




 




1.5                                 Replacement

of Warrants.  On 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, on

delivery of an indemnity agreement reasonably satisfactory in form and amount

to the Company or, in the case of mutilation, on surrender and cancellation of

this warrant, the Company at its expense shall execute and deliver, in lieu of

this warrant, a new warrant of like tenor.




 





























 




1.6        Repurchase on Sale,

Merger, or Consolidation of the Company.




 




1.6.1                        “Acquisition.”  For the purpose of this warrant,

“Acquisition” means any sale, license, or other disposition of all or

substantially all of the assets (including intellectual property) of the

Company, or any reorganization, consolidation, or merger of the Company where

the holders of the Company’s securities before the transaction beneficially own

less than 50% of the outstanding voting securities of the surviving entity

after the transaction.




 




1.6.2                        Assumption

of Warrant.  If upon the closing of

any Acquisition the successor entity assumes the obligations of this warrant,

then this warrant shall be exercisable for the same securities, cash, and

property as would be payable for the Shares issuable upon exercise of the

unexercised portion of this warrant as if such Shares were outstanding on the

record date for the Acquisition and subsequent closing.  The Warrant Price shall be adjusted

accordingly.  The Company shall use

reasonable efforts to cause the surviving corporation to assume the obligations

of this warrant.




 




1.6.3                        Nonassumption.  If upon the closing of any Acquisition the

successor entity does not assume the obligations of this warrant and Holder has

not otherwise exercised this warrant in full, then this warrant shall be deemed

to have been automatically converted pursuant to Section 1.2 and thereafter

Holder shall participate in the Acquisition on the same terms as other holders

of the same class of securities of the Company.




 




ARTICLE 2.  ADJUSTMENTS TO

THE SHARES.




 




2.1                                 Stock

Dividends, Splits, Etc.  If the

Company declares or pays a dividend on its common stock payable in common

stock, or other securities, subdivides the outstanding common stock into a

greater amount of common stock, then upon exercise of this warrant, for each

Share acquired, Holder shall receive, without cost to Holder, the total number

and kind of securities to which Holder would have been entitled had Holder

owned the Shares of record as of the date the dividend or subdivision occurred.




 




2.2                                 Reclassification,

Exchange or Substitution.  Upon any

reclassification, exchange, substitution, or other event that results in a

change of the number and/or class of the securities issuable upon exercise or

conversion of this warrant, Holder shall be entitled to receive, upon exercise

or conversion of this warrant, the number and kind of securities and property

that Holder would have received for the Shares if this warrant had been

exercised immediately before such reclassification, exchange, substitution, or

other event.  The Company or its successor

shall promptly issue to Holder a new warrant for such new securities or other

property.  The new warrant shall provide

for adjustments which shall be as nearly equivalent as may be practicable to

the adjustments provided for in this Article 2 including, without limitation,

adjustments to the Warrant Price and to the number of securities or property

issuable upon exercise of the new warrant. 

The provisions of this Section 2.2 shall similarly apply to successive

reclassifications, exchanges, substitutions, or other events.




 




2.3                                 Adjustments

for Combinations, Etc.  If the

outstanding Shares are combined or consolidated, by reclassification or

otherwise, into a lesser number of shares, the Warrant Price shall be

proportionately increased. If the outstanding Shares are combined or

consolidated, by reclassification or otherwise, into a greater number of

shares, the Warrant Price shall be proportionately decreased.




 




2.4                                 No

Impairment.  The Company shall not,

by amendment of its Certificate of Incorporation or through a 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 under this

warrant by the Company, but shall at all times in good faith assist in carrying

out all the provisions of this Article 2 and in taking all such action as may

be necessary or appropriate to protect Holder’s rights under this Article

against impairment.




 




2.5                                 Certificate

as to Adjustments.  Upon written

request of the Holder following an adjustment of the Warrant Price, the Company

at its expense shall promptly compute such adjustment, and furnish Holder with

a certificate of its Chief Financial Officer setting forth such adjustment and

the facts upon which such adjustment is 




 




2





























 




based.  The Company shall, upon

written request, furnish Holder a certificate setting forth the Warrant Price

in effect upon the date thereof and the series of adjustments leading to such

Warrant Price.




 




ARTICLE 3.  REPRESENTATIONS

AND COVENANTS OF THE COMPANY.




 




3.1                                 Representations

and Warranties.  The Company hereby

represents and warrants to the Holder as follows:




 




(a)                                  The

initial Warrant Price referenced on the first page of this warrant is not

greater than the fair market value of the Shares as of the date of this

warrant.




 




(b)                                 All

Shares which may be issued upon the exercise of the purchase right represented

by this warrant, and all securities, if any, issuable upon conversion of the

Shares, shall, upon issuance, be duly authorized, validly issued, fully paid

and nonassessable, and free of any liens and encumbrances except for

restrictions on transfer provided for herein or under applicable federal and

state securities laws.




 




3.2                                 Notice

of Certain Events.  If the Company

proposes at any time (a) to declare any dividend or distribution upon its

common stock, whether in cash, property, stock, or other securities and whether

or not a regular cash dividend; (b) to offer for subscription pro rata to the

holders of any class or series of its stock any additional shares of stock of

any class or series or other rights; (c) to effect any reclassification or

recapitalization of common stock; or (d) to merge or consolidate with or into any

other corporation, or sell, lease, license, or convey all or substantially all

of its assets, or to liquidate, dissolve or wind up, then, in connection with

each such event, the Company shall give Holder (1) at least 20 days prior

written notice of the date on which a record will be taken for such dividend,

distribution, or subscription rights (and specifying the date on which the

holders of common stock will be entitled thereto) or for determining rights to

vote, if any, in respect of the matters referred to in (a) and (b) above; and

(2) in the case of the matters referred to in (c) and (d) above at least 20

days prior written notice of the date when the same will take place (and

specifying the date on which the holders of common stock will be entitled to

exchange their common stock for securities or other property deliverable upon

the occurrence of such event).




 




3.3                                 Information

Rights.  So long as the Holder holds

this warrant and/or any of the Shares, unless (i) the Company is delivering

financial information pursuant to a Loan Agreement between the Company and the

Holder or (ii) at least one class of the Company’s securities is traded in a

public market, the Company shall deliver to the Holder (a) promptly after

mailing, copies of all communiques to the shareholders of the Company, (b)

within ninety (90) days after the end of each fiscal year of the Company, the

annual audited financial statements of the Company certified by independent

public accountants of recognized standing and (c) within forty-five (45) days

after the end of each of the first three quarters of each fiscal year, the

Company’s quarterly, unaudited financial statements.




 




ARTICLE 4.  REPRESENTATIONS

AND COVENANTS OF THE HOLDER.




 




4.1                                 Representations

and Warranties.  The Holder hereby

represents and warrants to the Company as follows:




 




(a)                                  Acquisition

of Warrant for Personal Account. 

The Holder represents and warrants that it is acquiring the warrant

solely for its own and its affiliates’ account for investment and not with a

view to or for sale or distribution of said warrant or any part thereof.  The Holder also represents that the entire

legal and beneficial interests of the warrant and Shares the Holder is

acquiring is being acquired for, and will be held for, its and its affiliates’

account only.




 




(b)                                 Securities

Are Not Registered.  




 




(i)                                     The

Holder understands that the warrant and the Shares have not been registered

under the Act on the basis that no distribution or public offering of the stock

of the Company is to be effected.  The

Holder realizes that the basis for the exemption may not be present if,

notwithstanding its representations, the Holder has a present intention of

acquiring the securities for a fixed or determinable period in the future,

selling (in




 




3





























 




connection with a distribution or otherwise), granting any

participation in, or otherwise distributing the securities, other than to its

affiliates.  The Holder has no such

present intention.




 




(ii)                                  The

Holder recognizes that the warrant and the Shares must be held indefinitely

unless they are subsequently registered under the Act or an exemption from such

registration is available.  The Holder

recognizes that the Company has no obligation to register the warrant or the

Shares of the Company, or to comply with any exemption from such registration.




 




(iii)                               The

Holder is aware that neither the warrant nor the Shares may be sold pursuant to

Rule 144 adopted under the Act unless certain conditions are met, including,

among other things, the existence of a public market for the shares, the

availability of certain current public information about the Company, the

resale following the required holding period under Rule 144 and the number of

shares being sold during any three month period not exceeding specified

limitations.  Holder is aware that the

conditions for resale set forth in Rule 144 have not been satisfied and that

the Company presently has no plans to satisfy these conditions in the foreseeable

future.




 




ARTICLE 5.  MISCELLANEOUS.




 




5.1                                 Term:

Notice of Expiration.  This warrant

is exercisable in whole or in part, at any time and from time to time on or

before the Expiration Date set forth above. 

If this warrant has not been exercised prior to the Expiration Date,

this warrant shall be deemed to have been automatically exercised on the

Expiration Date by “cashless” conversion pursuant to Section 1.2.




 




5.2                                 Legends.  This warrant and the Shares (and the

securities issuable, directly or indirectly, upon conversion of the Shares, if

any) shall be imprinted with a legend in substantially the following form:




 




THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,

AS AMENDED, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHOUT AN

EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR PURSUANT TO RULE 144 OR AN

OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE CORPORATION AND ITS COUNSEL

THAT SUCH REGISTRATION IS NOT REQUIRED.




 




5.3                                 Compliance

with Securities Laws on Transfer. 

This warrant and the Shares issuable upon exercise of this warrant (and

the securities issuable, directly or indirectly, upon conversion of the Shares,

if any) may not be transferred or assigned in whole or in part without

compliance with applicable federal and state securities laws by the transferor and

the transferee (including, without limitation, the delivery of investment

representation letters and legal opinions reasonably satisfactory to the

Company).  The Company shall not require

Holder to provide an opinion of counsel if the transfer is to an affiliate of

Holder or if there is no material question as to the availability of current

information as referenced in Rule 144(c), Holder represents that it has

complied with Rule 144(d) and (e) in reasonable detail, the selling broker

represents that it has complied with Rule 144(f), and the Company is provided

with a copy of Holder’s notice of proposed sale.




 




5.4                                 Transfer

Procedure.  Subject to the

provisions of Section 4.3, Holder may transfer all or part of this warrant or

the Shares issuable upon exercise of this warrant (or the securities issuable,

directly or indirectly, upon conversion of the Shares, if any) by giving the

Company notice of the portion of the warrant being transferred setting forth

the name, address and taxpayer identification number of the transferee and

surrendering this warrant to the Company for reissuance to the transferee(s)

(and Holder, if applicable); provided, however, that Holder may transfer

all or part of this warrant to its affiliates, including, without limitation,

Comerica Incorporated, at any time without notice to the Company, and such

affiliate shall then be entitled to all the rights of Holder under this warrant

and any related agreements, and the Company shall cooperate fully in ensuring

that any stock issued upon exercise of this warrant is issued in the name of

the affiliate that exercises the warrant. 

The terms and conditions of this warrant shall inure to the benefit of,

and be binding upon, the Company and the holders hereof and their respective

permitted successors and assigns.  The

Company shall have the right to refuse to transfer any portion of this warrant

to any person who directly competes with the Company, unless the Company is

filing financial information with the SEC pursuant to the Securities Exchange Act

of 1934.




 




4





























 




5.5                                 Notices.  All notices and other communications from

the Company to the Holder, or vice versa, shall be deemed delivered and

effective when given personally or mailed by first-class registered or

certified mail, postage prepaid, at such address as may have been furnished to

the Company or the Holder, as the case may be, in writing by the Company or

such Holder from time to time.  All

notices to the Holder shall be addressed as follows:




 




Comerica Bank - California




Attn:  Warrant

Administrator




Technology and Life Sciences Division




P.O. Box 7279




San Francisco, CA 94120-7279




 




5.6                                 Waiver.  This warrant and any term hereof may be

changed, waived, discharged or terminated only by an instrument in writing

signed by the party against which enforcement of such change, waiver, discharge

or termination is sought.




 




5.7                                 Attorneys’

Fees.  In the event of any dispute

between the parties concerning the terms and provisions of this warrant, the

party prevailing in such dispute shall be entitled to collect from the other

party all costs incurred in such dispute, including reasonable attorneys’ fees.




 




5.8                                 Governing

Law.  This warrant shall be governed

by and construed in accordance with the laws of the State of California,

without giving effect to its principles regarding conflicts of law.




 




	

   


  	

  RIGEL PHARMACEUTICALS, INC.


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  By:


  	

     /s/ James

  H. Welch


  	 

	

   


  	

   


  
	

   


  	

  Name:


  	

      James H.

  Welch


  	 

	

   


  	

   


  
	

   


  	

  Title:


  	

       Chief

  Financial Officer


  	 

						





 




5





























 




APPENDIX 1




 




NOTICE OF EXERCISE




 




1.                                       The

undersigned hereby elects to purchase

                    

shares of the

                      stock of RIGEL PHARMACEUTICALS, INC.

pursuant to the terms of the attached warrant, and tenders herewith payment of

the purchase price of such shares in full.




 




2.                                       The

undersigned hereby elects to convert the attached warrant into shares in the

manner specified in the warrant.  This

conversion is exercised with respect to

                      of the shares covered by the warrant.




 




[Strike paragraph that does not

apply.]




 




3.                                       Please

issue a certificate or certificates representing said shares in the name of the

undersigned or in such other name as is specified below:




 




Comerica Bank - California




Attn:  Warrant

Administrator




Technology and Life Sciences Division




P.O. Box 7279




San Francisco, CA 94120-7279




 




OR Registered Assignee




 




4.                                       The

undersigned represents it is acquiring the shares solely for its own account

and not as a nominee for any other party and not with a view toward the resale

or distribution thereof except in compliance with applicable securities laws.




 




	

  COMERICA BANK – CALIFORNIA or Registered


  Assignee


  	

   


  
	

   


  	

   


  
	

   


  	

   


  
	

  (Signature)


  	

   


  
	

   


  	

   


  
	

   


  	

   


  
	

  (Date)


  	

   


  





 




6