Common Stock Purchase Warrant, dated March 22, 2005, issued by the Company
      to Aurora Capital LLC


     

    Exhibit
      4.6


     

    VOID
      AFTER 5:00 P.M., EASTERN TIME,

    ON
      FEBRUARY 8, 2009

     

    THIS
      WARRANT AND THE SHARES OF COMMON STOCK UNDERLYING THIS WARRANT HAVE NOT BEEN
      REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
      ACT”),
      AND
      MAY NOT BE SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT
      TO
      AN EFFECTIVE REGISTRATION UNDER THE SECURITIES ACT OR IN A TRANSACTION THAT,
      IN
      THE OPINION OF COUNSEL TO JAVELIN PHARMACEUTICALS, INC., QUALIFIES AS AN EXEMPT
      TRANSACTION UNDER THE SECURITIES ACT AND THE RULES AND REGULATIONS PROMULGATED
      THEREUNDER.

     

    
      	
              No.
                2005 AC-1

               

            	
              10,184
                Shares

               

            


    

    


     

    JAVELIN
      PHARMACEUTICALS, INC.

     

    COMMON
      STOCK PURCHASE WARRANT AGREEMENT

     

    JAVELIN
      PHARMACEUTICALS, INC., a Delaware corporation (the “Company”),
      hereby grants to AURORA CAPITAL LLC (the “Initial
      Holder”),
      subject to the terms set forth in this Common Stock Purchase Warrant Agreement
      (the “Warrant
      Agreement”),
      the
      right to exercise Common Stock Purchase Warrants (the “Warrants”)
      for
      the purchase from the Company of up to 10,184 shares (the “Shares”)
      of the
      Company’s Common Stock, at an exercise price of $2.49 per share, subject to
      adjustment from time to time pursuant to Section 3 hereof (the “Exercise
      Price”).
      The
      term “Common
      Stock”
means,
      unless the context otherwise requires, the Company’s Common Stock, par value
      $.001 per share, or other securities or property at the time deliverable upon
      the exercise of this Warrant.

     

    This
      Warrant had been originally issued to the Initial Holder by Intrac, Inc., a
      Nevada corporation (“Intrac”) in consideration of the February 9, 2004
      termination and cancellation of a May 5, 2003 engagement letter between the
      Initial Holder and Innovative Drug Delivery Systems, Inc., which became a
      wholly-owed subsidiary of Intrac in December 2004. Effective September 7, 2005,
      Intrac merged with and into the Company, and the Company assumed all outstanding
      warrants to purchase Intrac common stock on the same terms as the Intrac
      warrants, except exercisable for shares of the Company’s Common Stock.


     

    1.      Exercise.

     

    1.1    Timing
      of Exercise.
      The
      Warrants shall be exercisable at any time in whole or in part from time to
      time
      commencing as of the date hereof and expiring at 5:00 P.M., New York time,
      on
      February 8, 2009 (the “Expiration
      Date”),
      subject to earlier termination as provided herein, and may not be exercised
      thereafter.

     

    1.2    Manner
      of Exercise.
      The
      purchase rights evidenced by this Warrant Agreement shall be exercised by the
      Initial Holder or any person permitted by Section 6 hereof
      (collectively,

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    “the
      Holder”),
      by
      surrendering this Warrant Agreement, together with the Notice of Exercise in
      the
      form of Exhibit
      A
      annexed
      hereto duly executed by the Holder, to the Company at the address in Section
      11
      hereof for sending of notices, accompanied by payment (in cash, by wire transfer
      or by certified or official bank check or checks) of the applicable Exercise
      Price.

     

    1.3    Net
      Issue Exercise.

     

    (a)    In
      lieu
      of making payment a monetary payment as provided in Section 1.2 hereof upon
      exercise, the Holder may elect, in its sole discretion, to receive shares of
      Common Stock equal to the value (as determined below) of the Warrants then
      being
      exercised by surrender of this Warrant Agreement to the Company, together with
      the Notice of Exercise and notice of the net issue election. Thereupon, the
      Company shall issue to the Holder the number of Shares computed using the
      following formula:

     

    X
      =
      Y(A-B) / A

     

    Where:    
X
      = the
      number of Shares to be issued to the Holder pursuant to this Section
      1.3.

     

    Y=
      the
      number of Shares in respect of which the net issue exercise is being
      made.

     

    A=
      the
      current fair market value of one share of Common Stock.

     

    B=
      the
      Exercise Price at the time the net issue exercise is being made.

     

    (b)    For
      the
      purpose of this Section, the fair market value of the Shares shall mean with
      respect to each share of Common Stock:

     

    (i)    If
      the
      Shares are listed on any national securities exchange or quoted on the Nasdaq
      National Market, Nasdaq Small Cap Market or the OTC Bulletin Board, the average
      of the closing prices of the Shares, sold on the primary securities exchange
      or
      market on which the Shares are at the time listed or traded, for the ten (10)
      trading days immediately prior to the day the Notice of Exercise is received
      by
      the Company; or

     

    (ii)    If
      the
      Shares are not quoted on any national securities exchange or quoted on the
      Nasdaq National Market, Nasdaq Small Cap Market or the OTC Bulletin Board,
      the
      average of the mean between the highest bid and lowest asked price on such
      a day
      in the domestic over-the-counter market as reported by the National Quotation
      Bureau or any similar successor organization, for the thirty (30) calendar
      days
      immediately prior to the day the Notice of Exercise is received by the
      Company;

     

    (iii)    If
      there
      is no public market for the Shares, the price determined by the Board of
      Directors of the Company acting in good faith.

     

    1.4    Partial
      Exercise.
      This
      Warrant may be exercised for less than the full number of Shares available
      for
      exercise at the time the Notice of Exercise is submitted, in which case the
      number of Shares receivable upon the exercise of this Warrant as a whole, and
      the amount payable upon the exercise of this Warrant as a whole, shall be
      proportionately reduced. Upon any such partial exercise, the Company at its
      expense will forthwith issue to the Holder a new

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

       

    

    Warrant
      Agreement of like tenor calling for Warrants to purchase the number of shares
      of
      Common Stock as to which rights have not been exercised. 

     

    2.     
      Delivery
      of Stock Certificates Upon Exercise.
      As soon
      as practicable after the exercise of any Warrants, and in any event within
      five
      (5) business days thereafter, the Company, at its expense, will cause to be
      issued in the name of and delivered to the Holder or other person specified
      in
      the Notice of Exercise a certificate or certificates for the number of fully
      paid and non-assessable shares of Common Stock to which the Holder shall be
      entitled upon such exercise, subject to compliance with Section 7 hereof. Any
      shares of Common Stock as to which this Warrant is exercised shall be deemed
      issued on and as of the date of such exercise, and the Holder shall thereupon
      be
      deemed to be the owner of record of such Shares.

     

    3.     
      Anti-Dilution
      Adjustments.

     

    3.1    Change
      in Capitalization.
      If the
      Company shall at any time prior to the Expiration Date subdivide its outstanding
      Common Stock, by forward stock split or otherwise, or combine its outstanding
      Common Stock (including a reverse split), or issue additional shares of its
      Common Stock in payment of a stock dividend in respect of its Common Stock,
      the
      Shares shall forthwith be proportionately increased in the case of a subdivision
      or stock dividend, or proportionately decreased in the case of a combination,
      and the Exercise Price then applicable to the Shares covered by the unexercised
      portion of the Warrants shall forthwith be proportionately decreased in the
      case
      of a subdivision or stock dividend, or proportionately increased in the case
      of
      a combination.

     

    3.2    Reclassification.
      In case
      of any reclassification, capital reorganization or change of the outstanding
      Common Stock of the Company (other than as a result of a subdivision,
      combination or stock dividend covered by Section 3.1 hereof), at any time prior
      to the Expiration Date, then, as a condition of such reclassification,
      reorganization or change, lawful provision shall be made, and duly executed
      documents evidencing the same from the Company or its successor shall be
      delivered to the Holder, so that the Holder shall have the right prior to the
      Expiration Date to purchase, at a total price not to exceed that payable upon
      the exercise of the unexercised portion of the Warrants, the kind and amount
      of
      shares of stock and other securities and property receivable upon such
      reclassification, reorganization or change, by a holder of the number of shares
      of Common Stock of the Company which might have been purchased by the Holder
      immediately prior to such reclassification, reorganization or change, and in
      any
      such case appropriate provisions shall be made with respect to the rights and
      interest of the Holder to the end that the provisions hereof (including without
      limitation, provisions for the adjustment of the Exercise Price and of the
      number of Shares purchasable upon exercise of the Warrants) shall thereafter
      be
      applicable in relation to any shares of stock and other securities and property
      thereafter deliverable upon exercise hereof.

     

    3.3    Consolidation,
      Merger and Sale of Assets.
      In case
      of any consolidation of the Company with or a merger of the Company into another
      corporation or in case of any sale or conveyance and to another corporation
      of
      the property of the Company as an entirety or substantially as an entirety,
      upon
      any such consolidation, merger, sale or conveyance (i) the surviving entity
      or its parent corporation is a public reporting company under the Securities
      Exchange Act of 1934, as amended, and (ii) the consideration to be received
      by the holders of

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    the
      Company’s Common Stock includes publicly traded equity securities in the
      surviving entity or parent corporation, the Company agrees that a condition
      of
      such transaction will be that the successor or purchasing corporation, as the
      case may be, shall assume the obligations of the Company hereunder in writing.
      In the case of any such consolidation, merger or sale or conveyance, the Holder
      shall have the right until the Expiration Date upon payment of the Exercise
      Price in effect immediately prior to such action, to receive the kind and amount
      of shares and other securities and/or property which it would have owned or
      have
      been entitled to receive after the happening of such consolidation, merger,
      sale
      or conveyance had this Warrant been exercised immediately prior to such action,
      subject to adjustments which shall be as nearly equivalent as may be practicable
      to the adjustments provided for in this Section 3. The provisions of this
      Section 3.3 shall similarly apply to successive consolidations, mergers, sales
      or conveyances.

     

    3.4    Non-Public
      Successor.
      In case
      of any consolidation of the Company with or a merger of the Company into another
      corporation or in case of any sale or conveyance to another corporation of
      the
      property of the Company as an entirety or substantially as an entirety, upon
      any
      such consolidation, merger, sale or conveyance (i) the surviving entity is
      not a public reporting company (as defined above), or (ii) the
      consideration to be received by the holders of the Company’s Common Stock does
      not include any publicly traded equity securities in the surviving entity or
      its
      parent corporation, the Company agrees that a condition of such transaction
      will
      be that the Company shall mail to the Holder at the earliest applicable time
      (and, in any event not less than ten (10) days before any record date for
      determining the persons entitled to receive the consideration payable in such
      transaction) written notice of such record date. Such notice shall also set
      forth facts as shall indicate the effect of such action (to the extent such
      effect may be known at the date of such notice) on the Exercise Price of and
      the
      kind and amount of the Shares and other securities and property deliverable
      upon
      exercise of the Warrants. Upon the closing of the transaction referenced in
      the
      foregoing notice, this Warrant Agreement and the Warrants hereunder to the
      extent then unexercised shall terminate.

     

    3.5    Exchanges
      and Distributions With Respect to Common Stock.
      If the
      Company shall exchange for its Common Stock or distribute with respect to its
      Common Stock other securities issued by it, the Company shall give notice
      thereof to the Holder, and the Holder shall have the right thereafter (until
      the
      Expiration Date) to exercise the Warrants for the kind and amount of shares
      of
      stock and other securities retained or received by a holder of the number of
      shares of Common Stock of the Company into which the Warrants might have been
      exercised immediately prior to such exchange or distribution, subject to
      adjustment as provided hereinabove.

     

    3.6    Officer’s
      Certificate.
      Whenever the Exercise Price or the number of shares of Common Stock subject
      to
      this Warrant Agreement is adjusted, the Company shall promptly mail to the
      Holder a notice of adjustment. The notice of adjustment shall include a brief
      statement of the facts requiring the adjustment and the manner of computing
      it,
      and shall be certified by the chief financial officer of the Company. The
      determination of the adjustment shall be made by the Company in its sole
      discretion and shall be final and binding upon the Holder.

     

    4.     
      Shares
      to Be Fully Paid; Reservation of Capital Stock Issuable Upon Exercise of
      Warrants.
      The
      Company covenants and agrees that any Shares issued hereunder will,
      upon

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    issuance,
      be fully paid and non-assessable and free from all taxes, liens and charges
      with
      respect to the issuance thereof. The Company shall at all times reserve and
      keep
      available out of its authorized but unissued capital stock, solely for the
      issuance and delivery upon the exercise of the Warrants, such number of its
      duly
      authorized shares of Common Stock as from time to time shall be issuable upon
      the exercise of the Warrants.

     

    5.     
      Fractional
      Shares.
      The
      Company shall not issue fractions of shares of Common Stock upon exercise of
      the
      Warrants or scrip in lieu thereof. If any fraction of a share of Common Stock
      would, except for the provisions of this Section 5, be issuable upon exercise
      of
      the Warrants, then the number of shares of Common Stock to be issued shall
      be
      rounded up or down to the nearest whole share.

     

    6.     
      Transfer
      Restrictions.
      A
      Holder, including the Initial Holder or any subsequent Holder, may transfer
      this
      Warrant Agreement only to (i) any entity controlled by, controlling or
      under common control of the Holder, or for which the Holder is acting as the
      representative, (ii) one or more of its shareholders, directors, officers,
      members, employees or limited or general partners, or (iii) any member of
      the immediate family (which shall be deemed to include a spouse, parent, or
      child) of an individual Holder or trust for the benefit of any such individual.
      Prior to any such transfer, the Holder must deliver the Assignment Form in
      the
      form of Exhibit
      B
      hereto
      and provide information to the Company, in writing, regarding the proposed
      transferee sufficient for the Company to determine the eligibility of such
      transferee under this Section 6.

     

    7.     
      Securities
      Law Compliance.

     

    7.1    Investment.
      Unless
      the Shares to be issued upon exercise of the Warrants are then included in
      an
      effective registration statement filed under the Securities Act of 1933, as
      amended (the “Securities
      Act”),
      the
      Holder, by accepting this Warrant Agreement, covenants and agrees that, at
      the
      time of exercise hereof, and at the time of any proposed transfer of the
      Warrants of Shares acquired upon exercise hereof, the Holder shall deliver
      to
      the Company a written statement that the securities acquired by the Holder
      upon
      exercise hereof are for the account of the Holder or are being held by the
      Holder as trustee, investment manager, investment advisor or as any other
      fiduciary for the account of the beneficial owner or owners for investment
      and
      are not acquired with a view to, or for sale in connection with, any
      distribution thereof (or any portion thereof) and with no present intention
      (at
      any such time) of offering and distributing such securities (or any portion
      thereof), and including such other representations as may be reasonably
      requested by counsel to the Company. Further, the Holder shall comply with
      such
      provisions of applicable state securities laws as counsel to the Company or
      other counsel reasonably acceptable to the Company shall advise. 

     

    7.2    Legend.
      Unless
      the Shares issuable upon exercise of the Warrants are registered under the
      Securities Act, upon exercise of any part of the Warrants and the issuance
      of
      any of such Shares, the Company shall instruct its transfer agent to enter
      stop
      transfer orders with respect to such Shares, and all certificates representing
      the Shares issued upon exercise hereof shall bear on the face thereof
      substantially the following legend, insofar as is consistent with applicable
      law:

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    “The
      shares of Common Stock represented by this Certificate have not been registered
      under the Securities Act of 1933, as amended, and may not be sold, offered
      for
      sale, assigned, transferred or otherwise disposed of unless registered pursuant
      to the provisions of that Act or an opinion of counsel to the Company is
      obtained stating that such disposition is in compliance with an available
      exemption from such registration.”

     

    7.3    No
      Registration Rights.
      The
      Holder acknowledges that it will have no demand, “piggy-back” or other rights
      for inclusion of the Shares in any registration statement which may hereafter
      be
      filed by the Company under the Securities Act.

     

    8.     
      Replacement
      of Warrant Agreement.
      Upon
      receipt of evidence reasonably satisfactory to the Company of the loss, theft,
      destruction or mutilation of this Warrant Agreement and (in the case of loss,
      theft or destruction) upon delivery of an indemnity agreement, and if requested
      by the Board of Directors, a bond in an amount reasonably satisfactory to it,
      or
      (in the case mutilation) upon surrender and cancellation hereof, the Company
      will issue in lieu thereof a new Warrant Agreement of like tenor.

     

    9.     
      Rights
      as a Warrant Holder.
      The
      Holder shall not, by virtue hereof, be entitled to any rights of a stockholder
      in the Company, either at law or equity except with respect to certificates
      representing shares of Common Stock issued upon exercise of this Warrant. The
      rights of the Holder are limited to those expressed in this Warrant Agreement
      and are not enforceable against the Company except to the extent set forth
      herein. Prior to due presentment for transfer of this Warrant Agreement, the
      Company may deem and treat the Holder as the absolute owner of this Warrant
      Agreement for purposes of any exercise hereof and for all other purposes and
      such right of the Company shall not be affected by any notice to the
      contrary.

     

    10.    Subdivision
      of Rights.
      This
      Warrant Agreement (as well as any new Warrants issued pursuant to the provisions
      of this Section) is exchangeable upon the surrender hereof by the Holder at
      the
      principal office of the Company for any number of new Warrants of like tenor
      and
      date representing in the aggregate the right to subscribe for and purchase
      the
      number of shares of Common Stock of the Company that may be purchased
      hereunder.

     

    11.    Sending
      of Notices.
      All
      notices and other communications with respect to this Warrant Agreement shall
      be
      in writing and sent by express mail or courier service or by personal delivery,
      if to the Holder, to the address set forth at the end of this Warrant Agreement,
      and if to the Company, to 125 CambridgePark Drive, Cambridge, Massachusetts
      02149, or to such other address as either party hereto may duly give to the
      other.

     

    12.    Headings.
      The
      headings in this Warrant Agreement are for purposes of reference only and shall
      not limit or otherwise affect the meaning of the terms hereof.

     

    13.    Change,
      Waiver, Discharge or Termination.
      This
      Warrant Agreement sets forth the entire agreement between the Company and the
      Holder with respect to the matters herein, and supersedes any warrant agreement
      between the Initial Holder and Intrac as to the the right to purchase Intrac
      securities. Neither this Warrant Agreement nor any term hereof may be
      changed,

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    waived,
      discharged or terminated orally, but only by an instrument in writing signed
      by
      the party against which enforcement of the change, waiver, discharge or
      termination is sought.

     

    14.    Binding.
      This
      Warrant Agreement shall be binding upon and inure to the benefit of the Company
      and the Holder, and their respective successors and assigns.

     

    15.    Governing
      Law.
      This
      Warrant Agreement shall be governed by, and construed in accordance with, the
      laws of the State of Delaware, without giving effect to principles of conflicts
      of law.

     

    
      	 	
              JAVELIN
                PHARMACEUTICALS, INC.

               

               

            
	 	
              By:

            	 
	
              Dated: 
                September 7, 2005

            	 	
              Name: 
                Daniel B. Carr, MD

              Title:   
                Chief Executive Officer

            


    

     

    
      


      
        	
                Agreed
                  to:

                 

                AURORA
                  CAPITAL LLC

                 

                 

              	 
	
                By:

              	 	 
	 	
                Name:

                Title:

              	 


      

      


      


      
        	
                425
                  Park Avenue- 5TH Floor

                New
                  York, NY 10022-5036

                 

              	 
	 	 
	
                Tax
                  Identification No.

              	 


      

      


      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

         

      

    

    EXHIBIT
      A

    NOTICE
      OF EXERCISE

     

    (To
      be
      executed by a Holder desiring to exercise the right to purchase Shares pursuant
      to a Warrant.)

     

    The
      undersigned Holder of the attached Warrant Agreement hereby:

     

    1.    Irrevocably
      elects
      to
      exercise the Warrant therein by (please check the applicable box):

     

    (a)  o Cash
      Exercise to the extent of purchasing ________ Shares at $ ____ per Share, and
      makes payment in full of the aggregate Exercise Price for those Shares in the
      amount of $___________ by wire transfer or the delivery of certified funds
      or a
      bank cashier’s check; or

     

    (b)  o
Net
      Issue
      Exercise pursuant to the provision of Section 1.3 for the purchase of ________
      Shares at $____ per Share, such number of Shares and Exercise Price subject
      to
      Section 3 of the Warrant Agreement.

     

    2.    Requests
      that a certificate for the Shares be issued in the name of the undersigned,
      or,
      if the name and address of some other person is specified below, in the name
      of
      such other person:

    ___________________________________________________________

    
      ___________________________________________________________

    

    
      ___________________________________________________________

    

    
      ___________________________________________________________

    

    (Name,
      address and tax identification number of person other

    than
      the
      undersigned in whose name Shares are to be registered.)

     

    3.    Requests,
      if the number of Shares purchased are not all the Shares purchasable pursuant
      to
      the unexercised portion of the Warrants, that a new Warrant Agreement of like
      tenor for the remaining Shares purchasable pursuant to the Warrants be issued
      and delivered to the undersigned at the address stated below.

     

    
      	
              Dated:
                _________________________________________

            	
              __________________________________________________

              Signature

            


    

    


    (This
      signature must conform in all respects to the name of the Holder as specified
      on
      the face of the Warrant Agreement)

     

    
      	
              _______________________________________________

              Social
                Security or Tax Identification Number

            	
              __________________________________________________

              Printed
                Name

            


    

     

    Address:
      _____________________________________________

    ______________________________________________

    Stock
      Warrant No.: ##

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    EXHIBIT
      B

    ASSIGNMENT
      FORM

     

    FOR
      VALUE RECEIVED, the
      undersigned,

    ________________________________,
      hereby sells, assigns and transfers unto:

     

    Name:
      __________________________________________________

    (Please
      type or print in block letters.)

     

    Address:
      ________________________________________________

    ________________________________________________________

     

    the
      right
      to purchase _______________ shares (the “Shares”) of Javelin Pharmaceuticals,
      Inc. (the “Company”) pursuant to the terms and conditions of the Warrant
      Agreement held by the undersigned. The undersigned hereby authorizes and directs
      the Company (i) to issue and deliver to the above-named assignee at the
      above address a new Warrant Agreement pursuant to which the rights to purchase
      being assigned may be exercised, and (ii) if there are rights to purchase
      Shares remaining pursuant to the undersigned’s Warrants after the assignment
      contemplated herein, to issue and deliver to the undersigned at the address
      stated below a new Warrant Agreement evidencing the right to purchase the number
      of Shares remaining after issuance and delivery of the Warrants to the
      above-named assignee. Except for the number of Shares purchasable, the new
      Warrant Agreement to be issued and delivered by the Company is to contain the
      same terms and conditions as the undersigned’s Warrant Agreement. This
      Assignment is subject to receipt by the Company of such investment
      representations by the assignee, as may be reasonably required under the
      Securities Act of 1933, as amended. 

    
       

      
        	
                Dated:
                  _________________________________________

              	
                __________________________________________________

                Signature

              


      

      


      (This
        signature must conform in all respects to the name of the Holder as specified
        on
        the face of the Warrant Agreement)

       

      
        	
                _______________________________________________

                Social
                  Security or Tax Identification Number

              	
                __________________________________________________

                Printed
                  Name

              


      

       

      Address:
        _____________________________________________

      ______________________________________________

       

      Stock
        Warrant No.: ##