Common Stock Purchase Warrant, dated September 30, 2005, issued by the Company
      to The Investor Relations Group, Inc.


     

    Exhibit
      4.7.2

     

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

      ON
        SEPTEMBER 30, 2010

       

      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.
                  CS-92

                 

              	
                25,000
                  Shares

                 

              


      

      


       

      JAVELIN
        PHARMACEUTICALS, INC.

       

      COMMON
        STOCK PURCHASE WARRANT AGREEMENT

       

      JAVELIN
        PHARMACEUTICALS, INC., a Delaware corporation (the “Company”),
        hereby grants to THE
        INVESTOR RELATIONS GROUP (the
        “Initial
        Holder”)
        Common
        Stock Purchase Warrants (the “Warrants”)
        for
        the purchase from the Company of up to 25,000
        shares
        (the “Shares”)
        of the
        Company’s Common Stock, at an exercise price of $3.00
        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 is issued to the Initial Holder
        in
        consideration of the March 22, 2005 letter agreement between the Initial
        Holder
        and the Company.

       

      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 September
        30, 2005
        and
        expiring at 5:00
        P.M., Eastern time, on September, 30 2010
        (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 (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 thirty
        (30)
        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;

       

      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 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
        three
        (3) 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

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      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 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

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      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
        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

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      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:

       

      “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.”

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

      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. Neither this Warrant Agreement
        nor
        any term hereof may be changed, 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.

    

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    
      
         

        
          	 	
                  JAVELIN
                    PHARMACEUTICALS, INC.

                   

                   

                
	 	
                  By:

                	 
	
                  Dated:
                    September 30, 2005

                	 	
                  Name: 
                    Daniel B. Carr, MD

                  Title:   
                    Chief Executive Officer

                


        

         

        
          


          
            	
                    Agreed
                      to:

                     

                    _________________________________________

                     

                     

                  	 
	
                    By:

                  	 	 
	 	
                    Name:

                    Title:

                  	 


          

          


          


          
            	
                    11
                      Stone Street 3rd. Floor,

                    New
                      York, NY 10004

                     

                  	 
	 	 
	
                    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.: ##