Warrant Issued by Registrant



 Exhibit 4.6 
 

 
 THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREUNDER HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933 AS AMENDED (the “1933 ACT”), OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF
COUNSEL REASONABLY SATISFACTORY TO YOU THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE 1933 ACT, OR ANY APPLICABLE STATE SECURITIES LAWS. 
 PLAIN ENGLISH WARRANT AGREEMENT 
 This is a PLAIN ENGLISH WARRANT
AGREEMENT dated September 14, 2007 by and between TRIUS THERAPEUTICS, INC., a California corporation, and TRIPLEPOINT CAPITAL LLC, a Delaware limited liability company. 
 The words “We”, “Us”, or “Our” refer to the warrant holder, which is TRIPLEPOINT CAPITAL LLC. The words “You” or “Your” refers to
the issuer, which is TRIUS THERAPEUTICS, INC., and not to any individual. The words “The Parties” refers to both TRIPLEPOINT CAPITAL LLC and TRIUS THERAPEUTICS, INC. This Plain English Warrant Agreement may be referred to as the
“Warrant Agreement”. 
 The Parties have entered into a Plain English Growth Capital Loan and Security Agreement dated
as of September 14, 2007, the “Loan Agreement”. 
 In consideration of such Loan Agreement, the Parties agree to the following
mutual agreements and conditions set forth below: 
  

											
	  
 WARRANT INFORMATION
  

	  
 Effective Date
	  	Warrant Number	  	Loan Facility Number
	  
 September 14, 2007
  
	  	 0515-W-01
  
	  	 0515-GC-01
  

	  
 Warrant Coverage
	  	Number of Shares	  	Price Per Share	  	Type of Stock
	  
 $168,000; up to an additional
 $252,000 based upon
 advances under the Loan
 Agreement.
  
	  	  
 305,454; up to an
 additional 458,181 based
 upon advances under the
 Loan Agreement.
	  	  
 $0.55
	  	  
 Series A-2 Preferred Stock

	  
 OUR CONTACT INFORMATION
  

	  
 Name
	  	Address For Notices	  	Contact Person
	  
 TriplePoint Capital LLC
	  	  
 2420 Sand Hill Road, Ste. 101
	  	  
 Sajal Srivastava, COO

	 	  	 	  	Menlo Park, CA 94025	  	Tel: (650) 233-2102
	 	  	 	  	Tel: (650) 854-2090	  	Fax: (650) 854-2094
	 	  	 	  	 Fax: (650) 854-2094
  
	  	 email:
sks@triplepointcapital.com
  

	  
 YOUR CONTACT INFORMATION
  

	  
 Customer Name
	  	Address For Notices	  	Contact Person
	  
 Trius Therapeutics, Inc.
	  	6310 Nancy Ridge Dr., Ste. 101	  	John Schmid, CFO
	 	  	San Diego, CA 92121	  	Tel: (858) 452-0370 ext.232
	 	  	 	  	Fax: (858) 677-9975
	 	  	 	  	 email:
jschmid@triusrx.com
  


  

 Warrant (Trius) 0515-W-01 








  
 1.
WHAT YOU AGREE TO GRANT US 
  
 You grant to Us and We are entitled, upon the terms and subject to the conditions set forth in this Warrant Agreement, to purchase from You, at a price per share equal to the Exercise Price, that number
of fully paid and non-assessable shares of Your Warrant Stock equal to One Hundred Sixty Eight Thousand Dollars ($168,000) divided by the Exercise Price. 
 In addition, You grant to Us and We are entitled, upon the terms and subject to the conditions set forth in this Warrant Agreement, to purchase from You, at a price per share equal to the Exercise Price,
an additional number of fully paid and non-assessable shares of Your Warrant Stock equal to the sum of (a) two and seven tenths percent (2.7%) of any portion of the first Two Million Dollars ($2,000,000) advanced under the Loan Agreement,
plus (b) three percent (3%) of any portion of the second Two Million Dollars ($2,000,000) advanced under the Loan Agreement, plus (c) three and three tenths percent (3.3%) of any portion of the third Two Million Dollars
($2,000,000) advanced under the Loan Agreement, plus (d) three and six tenths percent (3.6%) of any portion of the final Two Million Dollars ($2,000,000) advanced under the Loan Agreement, divided by the Exercise Price. 
 The total Warrant Coverage shall not exceed $420,000. 
 The number of shares of Warrant Stock and the Exercise Price of such Warrant Stock are subject to adjustment as provided in Section 4 hereof. 
 For purposes of this Warrant Agreement, the following capitalized terms have the meanings given below: 
 “Exercise Price” means $0.55. 
 “Warrant Stock” means Your Series A-2 Preferred Stock. 
  
  
 2. WHEN ARE WE ENTITLED TO PURCHASE YOUR WARRANT
STOCK. 
  
 The term
of this Warrant Agreement and our right to purchase Warrant Stock will begin on the Effective Date, and shall be available for the greater of (i) 7 years from the Effective Date or (ii) 5 years from the effective date of Your initial public
offering. 
  
  
 3. HOW WE MAY PURCHASE YOUR WARRANT STOCK. 
  
 We may exercise Our purchase rights, in whole or in part, at any time, or from time to time, prior to the expiration of the term of this
Warrant Agreement, by giving You a completed and executed Notice of Exercise in the form attached as Exhibit I. Promptly upon receipt of the Notice of Exercise and in any event no later than twenty-one (21) days after you have
received Our Notice of Exercise and payment of the aggregate Exercise Price for the shares purchased, You will issue to Us a certificate for the number of shares of Warrant Stock that We have purchased and You will execute the Acknowledgment of
Exercise in the form attached hereto as Exhibit II indicating the number of shares which will be available to Us for future purchases, if any. 
 We may pay for the Warrant Stock by either (i) cash or check, or (ii) by the net issuance method as determined below. If We elect the Net Issuance method, You will issue Warrant Stock
using the following formula: 
  

					
		 		  	 X = Y(A-B)
             A

	Where:	 	X =	  	the number of shares of Warrant Stock to be issued to Us.
		 	Y =	  	the number of shares of Warrant Stock We request to be exercised under this Warrant Agreement.
		 	A =	  	the fair market value of one share of Warrant Stock.
		 	B =	  	the Exercise Price.

  

			
	Warrant (Trius) 0515-W-01	  	2










 For purposes of the above calculation, current fair market value of Warrant Stock shall mean
with respect to each share of Warrant Stock: 
 If the exercise is in connection with the initial public offering of Your
Common Stock, and if Your registration statement relating to such public offering has been declared effective by the Securities and Exchange Commission, then the fair market value per share shall be the product of (x) the initial
“Price to Public” specified in the final prospectus of the offering and (y) the number of shares of Common Stock into which each share of Warrant Stock is convertible at the time of such exercise; 
 If this Warrant Agreement is exercised after, and not in connection with the Your initial public offering, and: 
  

	•	 	 if traded on a securities exchange, the fair market value shall be the product of (x) the average of the closing prices over a five
(5) day period ending three (3) days before the day the current fair market value of the securities is being determined and (y) the number of shares of Common Stock into which each share of Warrant Stock is convertible at the time of such
exercise; or 


  

	•	 	 if actively traded over-the-counter, the fair market value shall be the product of (x) the average of the closing bid and asked prices quoted
on the applicable system over the five (5) day period ending three (3) days before the day the current fair market value of the securities is being determined and (y) the number of shares of Common Stock into which each share of
Warrant Stock is convertible at the time of such exercise. 


 If this Warrant Agreement is exercised prior
to or after Your initial public offering, and: 
  

	•	 	 Your Common Stock is not listed on any securities exchange or quoted in the over-the-counter market, the current fair market value of Warrant Stock
shall be the product of (x) the fair market value of a share of Your Common Stock (the highest price per share which You could obtain from a willing buyer (not a current employee or director) for shares of Common Stock sold, from authorized but
unissued shares), as determined in good faith by Your Board of Directors and (y) the number of shares of Common Stock into which each share of Warrant Stock is convertible at the time of such exercise, unless You shall become subject
to a merger, acquisition or other consolidation pursuant to which You are not the surviving party, in which case the fair market value of Warrant Stock shall be deemed to be the value received by the holders of the Your Warrant Stock on a common
equivalent basis pursuant to such merger or acquisition or other consolidation. 


 During the term of this
Warrant Agreement, You will at all times from and after the Effective Date have authorized and reserved a sufficient number of shares of (a) Warrant Stock to provide for the exercise of our rights to purchase Warrant Stock, and (b) Common
Stock to provide for the conversion of the Warrant Stock. 
 If We elect to exercise part of the Warrant Agreement, You will
promptly issue to Us an amended Warrant Agreement stating the remaining number of shares that are available. All other terms and conditions of that amended Warrant Agreement shall be identical to those contained in this Warrant Agreement.

 If at the end of the term of this Warrant Agreement, the fair market value of one share of Warrant Stock (or other security
issuable upon the exercise hereof) as determined in accordance herewith is greater than the Exercise Price in effect on such date, then this Warrant Agreement shall automatically be deemed on and as of such date to be converted pursuant hereto as to
all shares of Warrant Stock (or such other securities) for which it shall not previously have been exercised or converted, and You shall promptly deliver a certificate representing the shares of Warrant Stock (or such other securities) issued upon
such conversion to Us. 
  
  
 4. WHEN WILL THE NUMBER OF SHARES AND EXERCISE PRICE CHANGE. 
  
  

	•	 	 If You are Acquired. If at any time: (i) there is a reorganization of Your stock (other than a reclassification, exchange or subdivision
of Your stock otherwise provided for in this Warrant Agreement); (ii) You merge or consolidate with or into another entity, whether or not You are the surviving entity; (iii) You sell or convey, or grant an exclusive license with respect
to, all or substantially all of Your assets to any other person; or (iv) there occurs any transaction or series of related transactions that result in the transfer of fifty percent (50%) or more of the outstanding voting power of the
capital stock of You (each of the foregoing events are referred to as a “Merger Event”), then, as a part of such Merger Event, lawful provision shall be made so that We shall thereafter be entitled to receive, upon exercise of Our rights
under this Warrant Agreement, the number of shares of preferred stock or other securities of the successor or surviving person resulting from such Merger Event, equal in value to that which would have been issuable if We had exercised Our rights
under this Warrant Agreement immediately prior to the Merger Event. In any such case, appropriate adjustment (as determined in good faith by the Your Board of Directors) shall be



  


			
	Warrant (Trius) 0515-W-01	  	3










	 	 
made in the application of the provisions of this Warrant Agreement with respect to Our rights and interest after the Merger Event so that the provisions of this Warrant Agreement (including
adjustments of the Exercise Price and number of shares of Warrant Stock purchasable) shall be applicable to the greatest extent possible. 


  

	•	 	 If You Reclassify Your Stock. If at any time You combine, reclassify, exchange or subdivide Your securities or otherwise, change any of the
securities as to which purchase rights under this Warrant Agreement exist into the same or a different number of securities of any other class or classes, this Warrant Agreement will thereafter represent the right to acquire such number and kind of
securities as would have been issuable as the result of such change with respect to the securities which were subject to the purchase rights under this Warrant Agreement immediately prior to such combination, reclassification, exchange, subdivision
or other change. 


  

	•	 	 If You Subdivide or Combine Your Shares. If at any time You combine or subdivide Your Series A-2 Preferred Stock, the Exercise Price will be
proportionately decreased in the case of a subdivision, or proportionately increased in the case of a combination. 


  

	•	 	 If You Pay Stock Dividends. If at any time You pay a dividend payable in, or make any other distribution (except any distribution
specifically provided for in the above paragraphs) of Your Series A-2 Preferred Stock, then the Exercise Price shall be adjusted, from and after the record date of such dividend or distribution, to that price determined by multiplying the Exercise
Price in effect immediately prior to such record date by a fraction (i) the numerator of which shall be the total number of all shares of Your Series A-2 Preferred Stock outstanding immediately prior to such dividend or distribution, and
(ii) the denominator of which shall be the total number of all shares of Your Series A-2 Preferred Stock outstanding immediately after such dividend or distribution. We will thereafter be entitled to purchase, at the Exercise Price resulting
from such adjustment, the number of shares of Warrant Stock (calculated to the nearest whole share) obtained by multiplying the Exercise Price in effect immediately prior to such adjustment by the number of shares of Warrant Stock issuable upon the
exercise hereof immediately prior to such adjustment and dividing the product thereof by the Exercise Price resulting from such adjustment. 


  

	•	 	 If You Change the Antidilution Rights of the Warrant Stock or Issue New Preferred or Convertible Stock. All antidilution rights applicable to
the Warrant Stock purchasable under this Warrant Agreement are as set forth in Your Certificate of Incorporation, as such may be amended from time to time. You will promptly provide Us with any restatement, amendment, modification of or waiver of
any right under Your Certificate of Incorporation. You will provide Us with copies of any notices that You send to Your stockholders with respect to any issuance of Your stock or other equity security to occur after the Effective Date (other than
issuances of stock or equity securities pursuant to customary employee stock plans or other issuances of stock or equity securities that are excluded from the definition of “Additional Shares of Common Stock” in Section 5(h)(v) of
Article III(C) of Your Articles of Incorporation, as such may be amended from time to time). 


  
  
 5. WE CAN TRANSFER THIS PLAIN
ENGLISH WARRANT AGREEMENT. 
  
 Subject to the terms and conditions contained in Section 7, We (or any successor transferee) may transfer in whole or in part this Warrant Agreement and all its rights. You will record the transfer
on Your books when You receive Our Notice of Transfer in the form attached hereto as Exhibit III, and Our payment of all transfer taxes and other governmental charges involved in such transfer. 
  
  
 6. REPRESENTATIONS, WARRANTIES, AND COVENANTS FROM YOU. 
  
  

	•	 	 Reservation of Warrant Stock. The Warrant Stock issuable upon exercise of Our rights under this Warrant Agreement will be duly and validly
reserved and when issued in accordance with the provisions of this Warrant Agreement will be validly issued, fully paid and non-assessable, and will be free of any taxes, liens, charges or encumbrances of any nature whatsoever; provided, however,
that the Warrant Stock issuable pursuant to this Warrant Agreement may be subject to restrictions on transfer under state and/or Federal securities laws. Upon Our exercise, You will issue to Us certificates for shares of Warrant Stock without
charging Us any tax, or other cost incurred by You in connection with such exercise and the related issuance of shares of Warrant Stock. You will not be required to pay any tax, which may be payable in respect of any transfer involved and the
issuance and delivery of any certificate in a name other than TriplePoint Capital LLC. 


  


			
	Warrant (Trius) 0515-W-01	  	4










	•	 	 Due Authority. You execution and delivery of this Warrant Agreement and the performance of Your obligations hereunder, including the issuance
to Us of the right to acquire the shares of Warrant Stock, have been duly authorized by all necessary corporate action on Your part and this Warrant Agreement (A) is not inconsistent with Your Articles of Incorporation or Bylaws, (B) does
not contravene any law or governmental rule, regulation or order applicable to it, (C) does not and will not contravene any provision of, or constitute a default under, any indenture, mortgage, contract or other instrument to which You are a party
or by which You are bound, and (D) constitutes a legal, valid and binding agreement, enforceable in accordance with its respective terms, subject to laws of general application relating to bankruptcy, insolvency and the relief of debtors and
the rules of law or principles at equity governing specific performance, injunctive relief and other equitable remedies. 


  

	•	 	 Consents and Approvals. No consent or approval of, giving of notice to, registration with, or taking of any other action in respect of any
state, Federal or other governmental authority or agency is required with respect to execution, delivery and Your performance of Your obligations under this Warrant Agreement, except for the filing of any required notices pursuant to Federal and
state securities laws, which filings will be effective by the times required thereby. 


  

	•	 	 Issued Securities. All of Your issued and outstanding shares of Common Stock, Warrant Stock or any other securities have been duly authorized
and validly issued and are fully paid and nonassessable. All outstanding shares of Common Stock and Warrant Stock were issued in full compliance with all Federal and state securities laws. In addition Your capitalization as of the Effective Date
(excluding any equity securities issued pursuant to this Warrant Agreement) is as attached hereto as Exhibit IV. 


 As of the Effective Date and except as set forth in (i) Your Investor Rights Agreement, a true, correct and complete copy of which has been delivered to Us prior to the issuance of this Warrant,
(ii) that certain Rights Agreement dated December 21, 2005 by and between You and VenCore Solutions LLC and (iii) the Loan Agreement, Your stockholders do not have preemptive rights to purchase new issuances of Your capital stock.

  

	•	 	 Other Commitments to Register Securities. Except as set forth in this Warrant Agreement and the Investors Rights Agreement, You are not,
pursuant to the terms of any other agreement currently in existence, under any obligation to register under the 1933 Act any of Your presently outstanding securities or any of Your securities which may hereafter be issued.



  

	•	 	 Exempt Transaction. Subject to the accuracy of Our representations in Section 7 hereof, the issuance of the Warrant Stock upon exercise
of this Warrant Agreement will constitute a transaction exempt from (i) the registration requirements of Section 5 of the Securities Act of 1933, as amended (the “1933 Act”), in reliance upon Section 4(2) thereof, and
(ii) the qualification requirements of the applicable state securities laws. 


  

	•	 	 Compliance with Rule 144. Without limiting Our registration rights as provided herein and in the Investors’ Rights Agreement, upon
compliance with the holding periods, reporting and other requirements of Rule 144, We may sell the Warrant Stock issuable hereunder in compliance with Rule 144 promulgated by the Securities and Exchange Commission under the 1933 Act. Within ten
(10) days of Our request, You agree to furnish Us, a written statement confirming Your compliance with the filing and other requirements of the Securities and Exchange Commission as set forth in such Rule 144, as may be amended necessary for
our ability to sell thereunder. 


  

	•	 	 No Impairment. You agree not to, by amendment of Your Articles 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 You, but shall at all times in
good faith assist in carrying out of all the provisions of this Warrant and in taking all such action as may be necessary or appropriate to protect Our rights under this Warrant against impairment. However, You shall not be deemed to have impaired
Our rights if any such amendment or transaction does not (individually or when considered in the context of any other actions being taken in connection with such amendment or transaction) affect Us in a manner different from the effect that such
amendment or transaction has on the rights of other holders of the same series and class as the Warrant Stock. 


  


			
	Warrant (Trius) 0515-W-01	  	5









  
 7.
OUR REPRESENTATIONS AND COVENANTS TO YOU. 
  
  

	•	 	 Investment Purpose. The right to acquire Warrant Stock or the Warrant Stock issuable upon exercise of Our rights contained herein and the
Common Stock issuable upon conversion will be acquired for investment purposes and not with a view to the sale or distribution of any part thereof, and We have no present intention of selling or engaging in any public distribution of the same in
violation of the 1933 Act. 


  

	•	 	 Private Issue. We understand (i) that this Warrant Agreement, the Warrant Stock issuable upon exercise of this Warrant Agreement and the
Common Stock issuable upon conversion of the Warrant Stock are not registered under the 1933 Act or qualified under applicable state securities laws on the ground that the issuance contemplated by this Warrant Agreement will be exempt from the
registration and qualifications requirements thereof, and (ii) that Your reliance on such exemption is predicated on the representations set forth in this Section 7. 


  

	•	 	 Disposition of Our Rights. In no event will We make a disposition of any of Our rights to acquire Warrant Stock or Warrant Stock issuable
upon exercise of such rights or the Common Stock issuable upon conversion of the Warrant Stock unless and until (i) We shall have notified You in writing of the proposed disposition, and (ii) the transferee agrees to be bound in writing to
the applicable terms and conditions of this Warrant Agreement, and (iii) if You request, We shall have furnished You with an opinion of counsel satisfactory to You and Your counsel to the effect that (A) appropriate action necessary for
compliance with the 1933 Act has been taken, or (B) an exemption from the registration requirements of the 1933 Act is available. Notwithstanding the foregoing, the restrictions imposed upon the transferability of any of Our rights to acquire
Warrant Stock or Warrant Stock issuable on the exercise of such rights or the Common Stock issuable upon conversion of the Warrant Stock do not apply to transfers from the beneficial owner of any of the aforementioned securities to its nominee or
from such nominee to its beneficial owner, and shall terminate as to any particular share of Warrant Stock when (1) such security shall have been effectively registered under the 1933 Act and sold by the holder thereof in accordance with such
registration or (2) such security shall have been sold without registration in compliance with Rule 144 under the 1933 Act, or (3) a letter shall have been issued to You at Our request by the staff of the Securities and Exchange Commission
or a ruling shall have been issued to the You at Our request by such Commission stating that no action shall be recommended by such staff or taken by such Commission, as the case may be, if such security is transferred without registration under the
1933 Act in accordance with the conditions set forth in such letter or ruling and such letter or ruling specifies that no subsequent restrictions on transfer are required. Whenever the restrictions imposed hereunder shall terminate, as hereinabove
provided, the holder of a share of Warrant Stock then outstanding as to which such restrictions have terminated shall be entitled to receive from You, without expense to such holder, one or more new certificates for the Warrant or for such shares of
Warrant Stock not bearing any restrictive legend referring to 1933 Act registration or exemption. 


  

	•	 	 Financial Risk. We have such knowledge and experience in financial and business matters and knowledge of Your business affairs and financial
condition as to be capable of evaluating the merits and risks of Our investment, and have the ability to bear the economic risks of Our investment. 


  

	•	 	 Risk of No Registration. We understand that if You do not register with the Securities and Exchange Commission pursuant to Section 12 of
the 1934 Act (the “1934 Act”), or file reports pursuant to Section 15(d), of the 1934 Act, or if a registration statement covering the securities under the 1933 Act is not in effect when We desire to sell (i) the rights to
purchase Warrant Stock pursuant to this Warrant Agreement, or (ii) the Warrant Stock issuable upon exercise of the right to purchase, or (iii) the Common Stock issuable upon conversion of the Warrant Stock, We may be required to hold such
securities for an indefinite period. We also understand that any sale of Our right to purchase Warrant Stock or Warrant Stock or Common Stock issuable upon conversion of the Warrant Stock, which might be made by it in reliance upon Rule 144 under
the 1933 Act may be made only in accordance with the terms and conditions of that Rule. 


  

	•	 	 Accredited Investor. We are an “accredited investor” within the meaning of the Securities and Exchange Rule 501 of
Regulation D of the 1933 Act, as presently in effect. 


  


			
	Warrant (Trius) 0515-W-01	  	6









  
 8.
NOTICES YOU AGREE TO PROVIDE US. 
  
 You agree to give Us at least twenty (20) days prior written notice of the following events: 
  

	•	 	 If You Pay a Dividend or distribution declaration upon your stock. 


  

	•	 	 If You offer for subscription pro rata to the existing shareholders additional stock or other rights. 


  

	•	 	 If You consummate a Merger Event other than the Merger Event contemplated in connection with Your reincorporation in Delaware.



  

	•	 	 The closing of the initial public offering of Your Common Stock pursuant to a registration statement flied with the Securities and Exchange
Commission. 


  

	•	 	 If You dissolve or liquidate (except as contemplated in connection with Your reincorporation in Delaware). 


 In addition to the foregoing, You agree to give Us (a) written notice within five (5) days of Your signing definitive documents
providing for a Merger Event other than the Merger Event contemplated in connection with Your reincorporation in Delaware, and (b) not less than five (5) days prior written notice of Your planned reincorporation in Delaware. 
 All notices in this Section must set forth details of the event, how the event adjusts either Our number of shares or Our Exercise Price and
the method used for such adjustment. 
 Timely Notice. Your failure to timely provide such notice required above shall
entitle Us to retain the benefit of the applicable notice period notwithstanding anything to the contrary contained in any insufficient notice received by Us. 
  
  
 9. DOCUMENTS YOU WILL PROVIDE US.

  
  

	•	 	 Certified Resolutions 


  

	•	 	 Articles of Incorporation 


  

	•	 	 Investor Rights Agreement 


  

	•	 	 Bylaws 


  

	•	 	 Other documents as We may from time to time reasonably request. 


  
  
 10. REGISTRATION RIGHTS UNDER THE 1933 ACT. 
  
 We shall become a party to that certain Amended and Restated Investor Rights Agreement dated as of February 13, 2007, by and among You
and the investors listed on Exhibit A thereto (the “Investor Rights Agreement”), pursuant to which We shall be granted registration rights on par with the holders of Your Series A-2 Preferred Stock. Notwithstanding the foregoing, however,
(i) We will have no right to initiate a demand registration under Sections 2.2 and 2.4 of the Investor Rights Agreement; (ii) We will be subject to the same provisions regarding indemnification as contained in the Investor Rights Agreement; and
(iii) the registration rights are assignable by Us, or any subsequent holder of this Warrant, in accordance with Section 2.9 of the Investor Rights Agreement. You shall take such action as may be reasonably necessary to assure that the
granting of such registration rights do not violate the provisions of the Investor Rights Agreement or any of Your charter documents or rights of prior grantees of registration rights. The provisions set forth in Your Investor Rights Agreement
relating to such registration rights in effect as of the date of this Warrant Agreement may not be amended, modified or waived without Our prior written consent unless such amendment, modification or waiver affects the rights associated with the
shares of common stock into which the Warrant Stock is convertible in the same manner as such amendment, modification, or waiver affects the rights associated with all other shares of the same series and class of stock as the Warrant Stock.

  


			
	Warrant (Trius) 0515-W-01	  	7









  
 11. OTHER LEGAL PROVISIONS THE PARTIES WILL ABIDE BY. 
  
 Effective Date. This Warrant Agreement shall be construed and shall be given effect in all respects as if it had been executed and delivered by the Parties on the date hereof.
This Warrant Agreement shall be binding upon any of the successors or assigns of the Parties. 
 Attorney’s Fees. In
any litigation, arbitration or court proceeding between the Parties relating to this Warrant Agreement, the prevailing party shall be entitled to attorneys’ fees and expenses and all costs of proceedings incurred in enforcing this Warrant
Agreement. 
 Governing Law. This Warrant Agreement shall be governed by and construed for all purposes under and in
accordance with the laws of the State of California without giving effect to that body of law pertaining to conflicts of laws. 
 Consent to Jurisdiction and Venue. All judicial proceedings arising in or under or related to this Warrant Agreement may be brought in any state or federal court of competent jurisdiction located in the State of California. By
execution and delivery of this agreement, each party hereto generally and unconditionally: (a) consents to personal jurisdiction in San Mateo County, State of California; (b) waives any objection as to jurisdiction or venue in San Mateo
County, State of California; (c) agrees not to assert any defense based on lack of jurisdiction or venue in the aforesaid courts; and (d) irrevocably agrees to be bound by any judgment rendered thereby in connection with this Plain English
Warrant Agreement. Service of process on any party hereto in any action arising out of or relating to this agreement shall be effective if given in accordance with the requirements for notice set forth in this Section, and shall be deemed effective
and received as set forth therein. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of either party to bring proceedings in the courts of any other jurisdiction. 
 Mutual Waiver of Jury Trial; Judicial Reference. Because disputes arising in connection with complex financial transactions are most
quickly and economically resolved by an experienced and expert person and The Parties wish applicable state and federal laws to apply (rather than arbitration rules), The Parties desire that their disputes be resolved by a judge applying such
applicable laws. EACH OF THE PARTIES SPECIFICALLY WAIVES ANY RIGHT THEY MAY HAVE TO TRIAL BY JURY OF ANY CAUSE OF ACTION, CLAIM, CROSS-CLAIM, COUNTERCLAIM, THIRD PARTY CLAIM OR ANY OTHER CLAIM (COLLECTIVELY, “CLAIMS”) ASSERTED BY
YOU AGAINST US OR OUR ASSIGNEE OR BY US OR OUR ASSIGNEE AGAINST YOU. IN THE EVENT THAT THE FOREGOING JURY TRIAL WAIVER IS NOT ENFORCEABLE, ALL CLAIMS, INCLUDING ANY AND ALL QUESTIONS OF LAW OR FACT RELATING THERETO, SHALL, AT THE WRITTEN REQUEST OF
ANY PARTY, BE DETERMINED BY JUDICIAL REFERENCE PURSUANT TO THE CALIFORNIA CODE OF CIVIL PROCEDURE (“REFERENCE”). THE PARTIES SHALL SELECT A SINGLE NEUTRAL REFEREE, WHO SHALL BE A RETIRED STATE OR FEDERAL JUDGE. IN THE EVENT THAT THE
PARTIES CANNOT AGREE UPON A REFEREE, THE REFEREE SHALL BE APPOINTED BY THE COURT. THE REFEREE SHALL REPORT A STATEMENT OF DECISION TO THE COURT. NOTHING IN THIS SECTION SHALL LIMIT THE RIGHT OF ANY PARTY AT ANY TIME TO EXERCISE LAWFUL SELF-HELP
REMEDIES, FORECLOSE AGAINST COLLATERAL OR OBTAIN PROVISIONAL REMEDIES. THE PARTIES SHALL BEAR THE FEES AND EXPENSES OF THE REFEREE EQUALLY UNLESS THE REFEREE ORDERS OTHERWISE. THE REFEREE SHALL ALSO DETERMINE ALL ISSUES RELATING TO THE
APPLICABILITY, INTERPRETATION, AND ENFORCEABILITY OF THIS SECTION. THE PARTIES ACKNOWLEDGE THAT THE CLAIMS WILL NOT BE ADJUDICATED BY A JURY. This waiver extends to all such Claims, including Claims that involve Persons other than You and Us; Claims
that arise out of or are in any way connected to the relationship between You and Us; and any Claims for damages, breach of contract, specific performance, or any equitable or legal relief of any kind, arising out of this Warrant Agreement.

 Counterparts. This Warrant Agreement may be executed in two or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same instrument 
 Notices. Any notice required or
permitted under this Warrant Agreement shall be given in writing and shall be deemed effectively given upon the earlier of (1) actual receipt or 3 days after mailing if mailed postage prepaid by regular or airmail to Us or You or (2) one
day after it is sent by overnight mail via nationally recognized courier or (3) on the same day as sent via confirmed facsimile transmission, provided that the original is sent by personal delivery or mail by the sending party. 
 Remedies. In the event of any default hereunder, the non-defaulting party may proceed to protect and enforce its rights either by
suit in equity and/or by action at law, including but not limited to an action for damages as a result of any such default, and/or an action

  


			
	Warrant (Trius) 0515-W-01	  	8









 
for specific performance for any default where such party will not have an adequate remedy at law and where damages will not be readily ascertainable. Each party expressly acknowledges and agrees
that there is no adequate remedy at law for any breach of this Warrant Agreement and that in the event of any breach of this Agreement, the injured party shall be entitled to specific performance of any or all provisions hereof or an injunction
prohibiting the other party from continuing to commit any such breach of this Agreement. 
 Survival. The
representations, warranties, covenants, and conditions of the Parties contained herein or made pursuant to this Warrant Agreement shall survive the execution and delivery of this Warrant Agreement 
 Severability. In the event any one or more of the provisions of this Warrant Agreement shall for any reason be held invalid, illegal
or unenforceable, the remaining provisions of this Warrant Agreement shall be unimpaired, and the invalid, illegal or unenforceable provision shall be replaced by a mutually acceptable valid, legal and enforceable provision, which comes closest to
the intention of the parties underlying the invalid, illegal or unenforceable provision. 
 Entire Agreement. This
Warrant Agreement constitutes the entire agreement between the Parties pertaining to the subject matter contained in it and supersedes all prior and contemporaneous agreements, representations and undertakings of the Parties, whether oral or
written, with respect to such subject matter. 
 Amendments. Any provision of this Warrant Agreement may only be amended
by a written instrument signed by the Parties. 
 Lost Warrants or Stock Certificates. You covenant to Us that, upon
receipt of evidence reasonably satisfactory to Us of the loss, theft, destruction or mutilation of this Warrant Agreement or any stock certificate and, in the case of any such loss, theft or destruction, upon receipt of an indemnity reasonably
satisfactory to You, or in the case of any such mutilation upon surrender and cancellation of such Warrant Agreement or stock certificate, You will make and deliver a new Warrant Agreement or stock certificate, of like tenor, in lieu of the lost,
stolen, destroyed or mutilated Warrant Agreement or stock certificate. 
 Rights as Stockholders. We shall not, as a
party to this Warrant Agreement, be entitled to vote or receive dividends or be deemed the holder of Series A-2 Preferred Stock or any of Your other securities which may at any time be issuable upon the exercise hereof for any purpose, nor shall
anything contained herein be construed to confer upon Us any of the rights of one of Your stockholders or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to receive dividends or
subscription rights or otherwise until this Warrant Agreement is exercised and the shares purchasable upon the exercise hereof shall have become deliverable, as provided herein. 
 (Signature Page to Follow) 
  


			
	Warrant (Trius) 0515-W-01	  	9









 IN WITNESS WHEREOF, each of the Parties have caused this Warrant Agreement to be
executed by its officers who are duly authorized as of the Effective Date. 
  

			
	You:	 	TRIUS THERAPEUTICS, INC.
		
	Signature:	 	 /s/ John P. Schmid

		
	Print Name:	 	 John P. Schmid

		
	Title:	 	 CFO

		
	Us:	 	TRIPLEPOINT CAPITAL LLC
		
	Signature:	 	 /s/ Sajal Srivastava

		
	Print Name:	 	 Sajal Srivastava

		
	Title:	 	 Chief Operating Officer



 [SIGNATURE PAGE TO PLAIN ENGLISH WARRANT AGREEMENT 0515-W-01] 
  


			
	Warrant (Trius) 0515-W-01	  	10









 EXHIBIT I 
 NOTICE OF EXERCISE 
  

	To:	Trius Therapeutics, Inc. 

  

	1.	 We hereby elect to purchase [            ] shares of the Series A-2 Preferred/Common
Stock of Trius Therapeutics, Inc., pursuant to the terms of the Plain English Warrant Agreement dated the [            ] day of September, 2007 (the “Plain English Warrant
Agreement”) between You and Us, We hereby tender here payment of the purchase price for such shares in full, together with all applicable transfer taxes, if any. 


  

	2.	 Method of Exercise (Please initial the applicable blank) 


  

	 	a.	             The undersigned elects to exercise the Plain English Warrant
Agreement by means of a cash payment, and gives You full payment for the purchase price of the shares being purchased, together with all applicable transfer taxes, if any. 


  

	 	b.	             The undersigned elects to exercise the Plain English Warrant
Agreement by means of the Net Issuance Exercise method of Section 3 of the Plain English Warrant Agreement. 


  

	3.	 In exercising Our rights to purchase the Series A-2 Preferred/Common Stock of Trius Therapeutics, Inc., We hereby confirm and acknowledge the
investment representations, warranties and covenants made in Section 7 of the Plain English Warrant Agreement. 


 Please issue a certificate or certificates representing these purchased shares of Series A-2 Preferred/Common Stock in Our name or in such other name as is specified below. 
  

					
		 	  

		 	(Name)
		
		 	  

		 	(Address)
			
		 	US:	 	TRIPLEPOINT CAPITAL LLC
			
		 	By:	 	  

			
		 	Title:	 	  

			
		 	Date:	 	  


  


			
	Warrant (Trius) 0515-W-01	  	11









 EXHIBIT II 
 ACKNOWLEDGMENT OF EXERCISE 
 Trius Therapeutics, Inc.,
hereby acknowledges receipt of the “Notice of Exercise” from TRIPLEPOINT CAPITAL LLC, to purchase [            ] shares of the Series A-2 Preferred/Common Stock of Trius
Therapeutics, Inc., pursuant to the terms of the Plain English Warrant Agreement, and further acknowledges that [            ] shares remain subject to purchase under the terms of the Plain
English Warrant Agreement. 
  

					
	 YOU:
	 	  

			
		 	By:	 	  

			
		 	Title:	 	  

			
		 	Date:	 	  


  


			
	Warrant (Trius) 0515-W-01	  	12









 EXHIBIT III 
 TRANSFER NOTICE 
 FOR VALUE RECEIVED, the
foregoing Plain English Warrant Agreement and all rights evidenced thereby are hereby transferred and assigned to 
  

			
	  
	 	
	(Please Print)	 	

  

			
	Whose address is	 	  

		 	
		 	
	 

  

					
	Dated:	  	  
	  	
			
	Holder’s Signature:	  	  
	  	
			
	Holder’s Address:	  	  
	  	
			
	Transferee’s Signature:	  	  
	  	
			
	Transferee’s Address:	  	  
	  	
			
	Signature Guaranteed:	  	  
	  	

 NOTE: The signature to this Transfer Notice must correspond with the name as
it appears on the face of the Plain English Warrant Agreement, without alteration or enlargement or any change whatever. Officers of corporations and those acting in a fiduciary or other representative capacity should file proper evidence of
authority to assign the foregoing Plain English Warrant Agreement. 
  


			
	Warrant (Trius) 0515-W-01	  	13









 EXHIBIT IV 
 EFFECTIVE DATE CAPITALIZATION 
  


			
	Warrant (Trius) 0515-W-01	  	14