Exhibit 4.11





EXHIBIT 4.11


WARRANT AMENDMENT AND SUBSCRIPTION AGREEMENT


This Warrant
Amendment and Subscription Agreement (this “Agreement”) is
entered into as of July 17, 2009 between Raptor Pharmaceuticals Corp., a
Delaware corporation (the “Company”), and the undersigned
warrantholder (“Investor”), with respect to the exercise of
the those warrants (collectively, the ”Warrants”)
to purchase shares of the Company’s common stock, par value $.001 per
share (“Common Stock”) issued to Investor in connection with
the Company’s private placement of units (consisting of the
Company’s common stock and warrants) pursuant to the terms of that
certain Securities Purchase Agreement, dated May 21, 2008, by and among
the Company, the Investor, and the other parties named therein, as amended by
that certain Amendment to Securities Purchase Agreement, dated May 21,
2008 (collectively, the “Purchase Agreement”). Pursuant to
this Agreement, Investor will purchase the number of shares of Common Stock set
forth on the subscription forms of such Warrants (the “Subscription
Forms”) and delivered to the Company.



	 	a.	 	
Amendment of Warrant and Warrant
Exercise.







The Company and
Investor hereby amend the Warrants to provide for the reduction in the exercise
price thereof to $0.30 per share of Common Stock, but only with respect to
those shares of Common Stock for which the Warrants are exercised in accordance
herewith on or before July 17, 2009 (the “Offer Expiration
Date”), and in consideration of this Agreement, Investor hereby
exercises the Warrants to the extent provided herein to be effective on or
before the Offer Expiration Date. Other than as expressly set forth herein,
nothing in this Agreement shall be deemed to alter, vary or otherwise affect
the terms, conditions, and provisions of the Warrants.


Upon (i) the
Company’s receipt and acceptance of this signed Agreement,
(ii) receipt by the Company of the Warrants with Subscription Forms
properly completed and duly executed by the Investor with respect to the Common
Stock for which these Warrants are being exercised, and (iii) receipt by
the Company of an amount equal to $0.30 per share of Common Stock for which
these Warrants are being exercised as set forth on the applicable Subscription
Forms, payable in cash or by check for same day funds, all of such items in
clauses (i), (ii) and (iii) to occur on or before the Offer
Expiration Date, then the Company, will sell to Investor, and Investor will
purchase and receive from the Company, the number of shares of Common Stock
(the “Exercised Warrant Stock”) subject to the Warrants and
set forth in the applicable Subscription Forms. If any completed Subscription
Form is for less than all of the common stock subject to the applicable
Warrant, a new warrant certificate incorporating the terms of the original
Warrant, including, without limitation, the original exercise prices, for the
remaining number of shares of common stock not so exercised hereby will be
issued to the Investor. For the avoidance of doubt, such new warrant
certificate would include the exercise price of: (i) $0.75 per share to the
extent that such Warrant is exercised prior to the first anniversary date of
the original issue date, and (ii) $0.90 per share to the extent that such
Warrant is exercised after the first anniversary date, and prior to the second
anniversary date, of the original issue date.





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	 	b.	 	
Investor Representations.







Investor hereby
represents and warrants to the Company that:


(1) INVESTOR ACKNOWLEDGES THIS IS A HIGHLY SPECULATIVE
INVESTMENT. INVESTOR ACKNOWLEDGES THAT THE COMPANY’S CURRENT CAPITAL
RESOURCES, WITHOUT REGARD TO POTENTIAL PROCEEDS FROM THIS OFFER OR ANY FUTURE
FINANCING OR OTHER POTENTIAL SOURCES OF FUTURE FUNDING, WILL ONLY BE SUFFICIENT
TO FUND THE COMPANY UNTIL MID-2009. THERE CAN BE NO ASSURANCE THAT FUNDS WILL
BE AVAILABLE TO OPERATE BEYOND THAT DATE. IF NOT, THE COMPANY WOULD BE REQUIRED
TO DELAY PROGRAMS OR POSSIBLY CEASE OPERATIONS.


(2) Investor
has received and read, prior to its acquisition of the Exercised Warrant Stock,
the Company’s most recent Annual Report on Form 10-K for the
Company’s fiscal year ended August 31, 2008 filed with the
Securities and Exchange Commission (the “Commission”) on
September 30, 2008 (as amended by the Company’s Forms 10-K/A filed
with the Commission on December 23, 2008 and April 20, 2009), and its
Quarterly Report on Form 10-Q for the second quarter of fiscal year 2009 filed
with the Commission on April 13, 2009, including, without limitation, the
statements of risk factors set forth therein.


(3) Investor
acknowledges that even with funds raised through exercise of the Warrants,
substantial additional capital resources will be required to fund the
Company’s operations. The Investor acknowledges that there can be no
assurance the Company will be able to raise sufficient additional capital
funds, or that such financing will be available on acceptable terms.


(4) Investor
has had, prior to its acquisition of the Exercised Warrant Stock, the
opportunity to ask questions of and receive answers from the Company in order
to obtain additional information or to verify the accuracy of any information
furnished to it or to which it has had access. Investor has received all
information that it has requested regarding the Company and believes that such
information is sufficient to make an informed decision with respect to the
acquisition of the Exercised Warrant Stock.


(5) Investor
is an “accredited investor” as that term is defined in
Rule 501 of Regulation D promulgated under the Securities Act.


(6) Investor’s jurisdiction of formation or
incorporation (if applicable) and principal place of business or its residency
as set forth on the signature page hereof by the Investor are accurate.


(7) The
acquisition by Investor of the Exercised Warrant Stock hereunder does not
violate or conflict with any law or regulation applicable to Investor.


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(8) No person
engaged by Investor has, or will have, any right or claim against the Company
for any commission, fee or other compensation as a finder or broker, or in any
similar capacity.


(9) Investor
hereby incorporates by reference and reaffirms each acknowledgement,
representation and warranty made by it in each of the Purchase Agreement and
the Warrants as if made on the date hereof.



	 	c.	 	
Investor Covenants.







Investor hereby
further agrees with the Company as follows:


(1) All
certificates evidencing the Exercised Warrant Stock shall bear a legend in
substantially the following form:


“THE SECURITIES REPRESENTED BY
THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE
SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED,
TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT
FOR THE SECURITIES UNDER APPLICABLE SECURITIES LAWS, OR UNLESS OFFERED, SOLD,
PLEDGED, HYPOTHECATED OR TRANSFERRED PURSUANT TO AN AVAILABLE EXEMPTION FROM
THE REGISTRATION REQUIREMENTS OF THOSE LAWS. THE COMPANY SHALL BE ENTITLED TO
REQUIRE AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH
REGISTRATION IS NOT REQUIRED TO THE EXTENT THAT SUCH OPINION IS REQUIRED
PURSUANT TO THAT CERTAIN SECURITIES PURCHASE AGREEMENT UNDER WHICH THE
SECURITIES WERE ISSUED.”


“Until the Distribution Date
(as defined in the Rights Agreement referred to below), this certificate also
evidences and entitles the holder hereof to certain Rights as set forth in a
Stockholder Rights Agreement, dated as of December 5, 2008 (as such may be
amended from time to time, the “Rights Agreement”), between Raptor
Pharmaceuticals Corp. (the “Company”) and Nevada Agency & Trust
Company, as Rights Agent, the terms of which are hereby incorporated herein by
reference and a copy of which is on file at the principal executive offices of
the Company. Under certain circumstances, as set forth in the Rights Agreement,
such Rights may be evidenced by separate certificates and may no longer be
evidenced by this certificate. The Company will mail or arrange for the mailing
of a copy of the Rights Agreement to the holder of this certificate without
charge after the receipt of a written request therefor. As described in the
Rights Agreement, Rights issued to any Person who becomes an “Acquiring
Person” or its “Affiliates” or “Associates” (as
defined in the Rights Agreement) and certain related Persons, whether currently
held by or on behalf of such Person or by any subsequent holder, shall become
null and void.”


(2) The
instruments or certificates representing the Exercised Warrant Stock, and each
instrument or certificate issued in transfer thereof, will also bear any legend
required under any applicable state securities law.


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(3) Any
proposed sale, assignment, transfer or pledge of any Exercised Warrant Stock by
Investor shall be made in accordance with Section 3.7 of the Purchase
Agreement.


(4) Investor
consents to the Company’s making a notation on its records or giving
instructions to any transfer agent of the Common Stock in order to implement
the restrictions on transfer of the Exercised Warrant Stock.



	 	d.	 	
Miscellaneous.







(1) Waivers
and Amendments. The rights of the parties hereto may be waived, amended or
modified (either generally or in a particular instance, either retroactively or
prospectively and either for a specified period of time or indefinitely) only
in a writing signed by both of the parties hereto.


(2) Severability. Should any one or more of the
provisions of this Agreement be determined to be illegal or unenforceable, all
other provisions of this Agreement shall be given effect separately from the
provision or provisions determined to be illegal or unenforceable and shall not
be affected thereby.


(3) Parties
in Interest. All the terms and provisions of this Agreement shall be
binding upon and inure to the benefit of the respective successors of the
parties hereto.


(4) Headings. The headings of the paragraphs of
this Agreement have been inserted for convenience of reference only and do not
constitute a part of this Agreement.


(5) Governing Law; Jurisdiction; Waiver of Jury
Trial. This Agreement will be governed by and interpreted in accordance
with the laws of the State of Delaware without regard to the principles of
conflict of laws. Each of the parties hereto irrevocably submits and consents
to the exclusive jurisdiction of the courts of the State of California located
in Marin County and the United States District Court for the Northern District
of California for the purpose of any suit, action, proceeding or judgment
relating to or arising out of this Agreement and the transactions contemplated
hereby. Each party hereto irrevocably waives any objection to the laying of
venue of any such suit, action or proceeding brought in such courts and
irrevocably waives any claim that any such suit, action or proceeding brought
in any such court has been brought in an inconvenient forum. EACH OF THE
PARTIES HERETO WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION
WITH RESPECT TO THIS AGREEMENT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED
SPECIFICALLY AS TO THIS WAIVER.


(6) Counterparts. This Agreement may be executed in
any number of counterparts (including by facsimile) and by different parties
hereto in separate counterparts, with the same effect as if all parties had
signed the same document. All such counterparts shall be deemed an original,
shall be construed together and shall constitute one and the same instrument.


(7) NOTHING
HEREIN SHALL CONSTITUTE OR BE CONSTRUED AS TAX OR INVESTMENT ADVICE.
[Signature page follows]


 


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IN WITNESS WHEREOF,
the undersigned has caused this Agreement to be duly executed as of the date
first above written.


RAPTOR
PHARMACEUTICALS CORP., 

a Delaware corporation


By:
                                                                       

Kim
R. Tsuchimoto

Chief Financial Officer, Secretary and Treasurer




ACCEPTED AND AGREED TO:


INVESTOR


Signature:
                                                       


Name:
                                                             


Principal place of business or
residency:


                                                                       


                                                                       


                                                                       


Jurisdiction of formation or
incorporation (if applicable):


                                                                       


[Signature Page to Warrant Amendment
and Subscription Agreement]





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