EXHIBIT
4.3


 


THE SECURITIES REPRESENTED HEREBY HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR
UNDER THE SECURITIES LAWS OF ANY STATE. 
THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND
RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE
ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR
EXEMPTION THEREFROM.  THE ISSUER OF THESE
SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE
SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE
IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.


 


COMMON STOCK PURCHASE WARRANT


 


	
  Warrant No. CS-24

  	
   

  	
  200,000
  Shares

  
	
  March 31, 2009

  	
   

  	
   

  



 


RIGEL PHARMACEUTICALS, INC.


 


WARRANT FOR THE PURCHASE OF SHARES OF COMMON STOCK


 


1.             Issuance.  For value received, this Warrant is issued to
HCP LIFE SCIENCE REIT, INC., a Maryland
corporation, by RIGEL PHARMACEUTICALS, INC., a Delaware corporation (hereinafter
with its successors called the “Company”)
in partial consideration for that certain Amendment No. Four to
Build-to-Suit Lease, dated as of the date hereof, between the Company and HCP BTC, LLC, as landlord (“Amendment
Four”).


 


2.             Purchase Price; Number of Shares.  The registered holder of this Warrant (the “Holder”), commencing on the date hereof,
is entitled upon surrender of this Warrant with the subscription form annexed
hereto duly executed, at the principal office of the Company, to purchase from
the Company two hundred thousand (200,000) fully paid and nonassessable shares
(the “Shares”) of common stock,
$.001 par value per share, of the Company (the “Common
Stock”), at a price per share of $6.61 (the “Purchase Price”).  Until such time as this Warrant is exercised
in full or expires, the Purchase Price and the securities issuable upon
exercise of this Warrant are subject to adjustment as hereinafter
provided.  The person or persons under
whose name or names any certificate representing shares of Common Stock is
issued hereunder shall be deemed to have become the holder of record of the
shares represented thereby as at the close of business on the date this Warrant
is exercised with respect to such shares, whether or not the transfer books of
the Company shall be closed.


 


3.             Payment of Purchase Price.  The Purchase Price may be paid (i) in
cash or by check; (ii) by the surrender by the Holder to the Company of
any promissory notes or other obligations issued by the Company, with all such
notes and obligations so surrendered being credited against the Purchase Price
in an amount equal to the principal amount thereof plus accrued interest to the
date of surrender; or (iii) by any combination of the foregoing.


 


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4.             Net Issue
Election.  The Holder may
elect to receive, without the payment by the Holder of any additional
consideration, shares of Common Stock equal to the value of this Warrant or any
portion hereof by the surrender of this Warrant or such portion to the Company,
with the net issue election notice annexed hereto duly executed, at the
principal office of the Company. 
Thereupon, the Company shall issue to the Holder such number of fully
paid and nonassessable shares of Common Stock as is computed using the
following formula:


 





 


	
  where:

  	
   

  	
  X =

  	
   

  	
  the number of shares of Common Stock to be issued to
  the Holder pursuant to this Section 4.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Y
  =

  	
   

  	
  the number of shares of
  Common Stock covered by this Warrant in respect of which the net issue
  election is made pursuant to this Section 4.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  A
  =

  	
   

  	
  the Fair Market Value
  (defined below) of one share of Common Stock, as determined at the time the
  net issue election is made pursuant to this Section 4.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  B
  =

  	
   

  	
  the Purchase Price in
  effect under this Warrant at the time the net issue election is made pursuant
  to this Section 4.

  



 


“Fair Market Value” of a share of Common Stock as of a
particular date (the “Determination Date”)
shall mean the average of the closing or last reported sale prices of the
Common Stock as reported on the Nasdaq National Market over the 30-day period
ending five business days prior to the Determination Date; provided, however, that (i) if the
Common Stock is neither traded on the Nasdaq National Market nor on a national
securities exchange, then Fair Market Value shall be the average of the closing
or last reported sale prices of the Common Stock over the 30-day period ending
five business days prior to the Determination Date reflected in the
over-the-counter market, as reported by the National Quotation Bureau, Inc.
or any organization performing a similar function, or if closing prices are not
then routinely reported for the over-the-counter market, the average of the
last bid and asked prices of the Common Stock over the 30-day period ending
five business days prior to the Determination Date, and (ii) if there is
no public market for the Common Stock, then Fair Market Value shall be
determined in good faith by the Company’s Board of Directors.


 


5.             Partial Exercise.  This Warrant may be exercised in part, and
the Holder shall be entitled to receive a new warrant, which shall be dated as
of the date of this Warrant, covering the number of shares in respect of which
this Warrant shall not have been exercised.


 


6.             Fractional Shares.  In no event shall any fractional share of
Common Stock be issued upon any exercise of this Warrant.  If, upon exercise of this Warrant as an
entirety, the Holder would, except as provided in this Section 6, be
entitled to receive a fractional share of Common Stock, then the Company shall
pay in lieu thereof, the Fair Market Value of such fractional share in cash.


 


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7.             Expiration Date.  This Warrant or any Successor Warrant (as
defined in Section 10 below) shall remain exercisable until the close of
business on March 31, 2016, when it shall expire and thereafter be void.


 


8.             Reserved Shares; Valid Issuance.  The Company covenants that it will at all
times from and after the date hereof reserve and keep available such number of
its authorized shares of Common Stock, free from all preemptive or similar
rights therein, as will be sufficient to permit the exercise of this Warrant in
full into shares of Common Stock upon such exercise.  The Company further covenants that such
shares as may be issued pursuant to such exercise will, upon issuance, be duly
and validly issued, fully paid and nonassessable and free from all taxes, liens
and charges with respect to the issuance thereof.


 


9.             Stock Splits and Dividends.  If after the date hereof the Company shall
subdivide the Common Stock, by split-up or otherwise, or combine the Common
Stock, or issue additional shares of Common Stock in payment of a stock
dividend on the Common Stock, the number of shares of Common Stock issuable on
the exercise of this Warrant 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 Purchase Price shall forthwith be
proportionately decreased in the case of a subdivision or stock dividend, or
proportionately increased in the case of a combination.


 


10.          Mergers and Reclassifications.


 


(a)           If
after the date hereof the Company shall enter into any Reorganization (as
hereinafter defined), then, as a condition of such Reorganization, lawful
provisions shall be made, and duly executed documents evidencing the same from
the Company or its successor shall be delivered to the Holder (a “Successor Warrant”), so that the Holder shall thereafter
have the right to purchase, at a total price not to exceed that payable upon
the exercise of this Warrant in full, the kind and amount of shares of stock
and other securities and property receivable upon such Reorganization by a
holder of the number of shares of Common Stock which might have been purchased
by the Holder immediately prior to such Reorganization, 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 Purchase Price and the number of shares
issuable hereunder and the provisions relating to the net issue election) shall
thereafter be applicable in relation to any shares of stock or other securities
and property thereafter deliverable upon exercise hereof.


 


(b)           For
the purposes of this Section 10:


 


(i)            the term “Acquisition
Transaction” shall include without limitation any consolidation of
the Company with, or merger of the Company into, another corporation or other
business organization (other than a merger in which the Company is the
surviving corporation and which does not result in any reclassification or
change of the outstanding Common Stock); and


 


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(ii)           the term “Reorganization”
shall include without limitation any reclassification, capital reorganization
or change of the Common Stock (other than as a result of a subdivision,
combination or stock dividend provided for in Section 9 hereof), an
Acquisition Transaction, or any sale or conveyance to another corporation or
other business organization of all or substantially all of the assets of the
Company.


 


11.          Certificate of Adjustment.  Whenever the Purchase Price is adjusted, as
herein provided, the Company shall promptly deliver to the Holder a certificate
of the Company’s Chief Financial Officer setting forth the Purchase Price after
such adjustment and setting forth a brief statement of the facts requiring such
adjustment.


 


12.          Notices of Record Date, Etc.  In the event of:


 


(a)           any taking by the Company of
a record of the holders of any class of securities for the purpose of
determining the holders thereof who are entitled to receive any dividend or
other distribution, or any right to subscribe for, purchase, sell or otherwise
acquire or dispose of any shares of stock of any class or any other securities
or property, or to receive any other right;


 


(b)           any reclassification of the
capital stock of the Company, capital reorganization of the Company,
consolidation or merger involving the Company, or sale or conveyance of all or
substantially all of its assets; or


 


(c)           any voluntary or involuntary
dissolution, liquidation or winding-up of the Company;


 


then in each such event the Company will
provide or cause to be provided to the Holder a written notice thereof.  Such notice shall be provided at least
fifteen (15) calendar days prior to the date specified in such notice on
which any such action is to be taken.


 


13.          Representations, Warranties and
Covenants.  This
Warrant is issued and delivered by the Company and accepted by each Holder on
the basis of the following representations, warranties and covenants made by
the Company:


 


(a)           The Company has all
necessary authority to issue, execute and deliver this Warrant and to perform
its obligations hereunder.  This Warrant
has been duly authorized, issued, executed and delivered by the Company and is
the valid and binding obligation of the Company, enforceable in accordance with
its terms, except as enforceability may be limited by bankruptcy, insolvency,
reorganization or other similar laws of general application affecting the
enforcement of Holder’s rights or by general equity principles or public policy
concerns.


 


(b)           The shares of Common Stock
issuable upon the exercise of this Warrant have been duly authorized and
reserved for issuance by the Company and, when issued in accordance with the
terms hereof, will be validly issued, fully paid and nonassessable.


 


(c)           The issuance, execution and
delivery of this Warrant do not, and the issuance of the shares of Common Stock
upon the exercise of this Warrant in accordance with 


 


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the
terms hereof will not, (i) violate or contravene the Company’s Amended and
Restated Certificate of Incorporation or by-laws, or any law, statute,
regulation, rule, judgment or order applicable to the Company, (ii) violate,
contravene or result in a breach or default under any material contract,
agreement or instrument to which the Company is a party or by which the Company
or any of its assets are bound or (iii) require the consent or approval of
or the filing of any notice or registration with any person or entity.


 


14.          Amendment and Waiver.  The terms of this Warrant may be amended,
modified or waived only with the written consent of the party against which
enforcement of the same is sought.


 


15.          Representations and Covenants of the
Holder.  This Common Stock Purchase
Warrant has been entered into by the Company in reliance upon the following
representations and covenants of the Holder, which by its acceptance hereof the
Holder hereby confirms:


 


(a)           Investment Purpose.  The right to acquire Common Stock or the
Common Stock issuable upon exercise of the Holder’s rights contained herein
will be acquired for investment and not with a view to the sale or distribution
of any part thereof, and the Holder has no present intention of selling or
engaging in any public distribution of the same except pursuant to a
registration or exemption.


 


(b)           Accredited Investor.  Holder is an “accredited investor” within the
meaning of the Securities and Exchange Commission’s Rule 501 of
Regulation D, as presently in effect.


 


(c)           Private Issue.  The Holder understands (i) that the
Common Stock issuable upon exercise of the Holder’s rights contained herein is
not registered under the 1933 Act or qualified under applicable state
securities laws on the ground that the issuance contemplated by this Warrant
will be exempt from the registration and qualification requirements thereof and
(ii) that the Company’s reliance on such exemption is predicated on the
representations set forth in this Section 15.


 


(d)           Financial Risk.  The Holder has such knowledge and experience
in financial and business matters as to be capable of evaluating the merits and
risks of its investment and has the ability to bear the economic risks of its
investment.


 


16.          Notices, Transfers, Etc.


 


(a)           Any notice or written
communication required or permitted to be given to the Holder may be given by
certified mail or delivered to the Holder at the address most recently provided
by the Holder to the Company.


 


(b)           Subject to compliance with
applicable federal and state securities laws, this Warrant may be transferred
by the Holder with respect to any or all of the shares purchasable
hereunder.  Upon surrender of this
Warrant to the Company, together with the assignment notice annexed hereto duly
executed, for transfer of this Warrant as an entirety by the Holder, the
Company shall issue a new warrant of the same denomination to the
assignee.  Upon surrender of 


 


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this
Warrant to the Company, together with the assignment hereof properly endorsed,
by the Holder for transfer with respect to a portion of the shares of Common
Stock purchasable hereunder, the Company shall issue a new warrant to the
assignee, in such denomination as shall be requested by the Holder hereof, and
shall issue to such Holder a new warrant covering the number of shares in
respect of which this Warrant shall not have been transferred.


 


(c)           In case this Warrant shall
be mutilated, lost, stolen or destroyed, the Company shall issue a new warrant
of like tenor and denomination and deliver the same (i) in exchange and
substitution for and upon surrender and cancellation of any mutilated Warrant
or (ii) in lieu of any Warrant lost, stolen or destroyed, upon receipt of
an affidavit of the Holder or other evidence reasonably satisfactory to the
Company of the loss, theft or destruction of such Warrant and an indemnification
of loss by the Holder in favor of the Company.


 


17.          Transfer to Comply with the Securities
Act of 1933.  This Warrant
may not be exercised and neither this Warrant nor any of the Shares, nor any
interest in either, may be offered, sold, assigned, pledged, hypothecated,
encumbered or in any other manner transferred or disposed of, in whole or in
part, except in compliance with applicable United States federal and state
securities laws and the terms and conditions hereof.  Each Warrant shall bear a legend in
substantially the same form as the legend set forth on the first page of
this Warrant.  Each certificate for
Shares issued upon exercise of this Warrant, unless at the time of exercise
such Shares are acquired pursuant to a registration statement that has been
declared effective under the Securities Act of 1933, as amended (the “Securities
Act”), and applicable blue sky laws, shall bear a legend substantially in the
following form:


 


THE SECURITIES REPRESENTED
HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE.  THESE SECURITIES ARE SUBJECT TO RESTRICTIONS
ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT
AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT
TO REGISTRATION OR EXEMPTION THEREFROM. 
THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN
FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY
PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE
STATE SECURITIES LAWS.


 


Any certificate for any
Shares issued at any time in exchange or substitution for any certificate for
any Shares bearing such legend (except a new certificate for any Shares issued
after the acquisition of such Shares pursuant to a registration statement that
has been declared effective under the Securities Act) shall also bear such
legend unless, in the opinion of counsel for the Company, the Shares
represented thereby need no longer be subject to the restriction contained
herein.  The provisions of this Section 17
shall be binding upon all subsequent holders of certificates for Shares bearing
the above legend and all subsequent holders of this Warrant, if any.


 


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18.          Rights of Holder.  Holder shall not, by virtue hereof, be
entitled to any rights of a stockholder of the Company, either at law or
equity, and the rights of Holder are limited to those expressed in this
Warrant.  Nothing contained in this Warrant
shall be construed as conferring upon Holder hereof the right to vote or to
consent or to receive notice as a stockholder of the Company on any matters or
with respect to any rights whatsoever as a stockholder of the Company.  No dividends or interest shall be payable or
accrued in respect of this Warrant or the interest represented hereby or the
Shares purchasable hereunder until, and only to the extent that, this Warrant
shall have been exercised in accordance with its terms.


 


19.          “Market Stand Off” Agreement.  Holder hereby agrees not to sell, transfer,
make any short sale of, grant any option for the purchase of, or enter into any
hedging or similar transaction with the same economic effect as a sale of, any
Common Stock (or other securities) of the Company held by Holder for a period
specified by a representative of the underwriters of Common Stock (or other
securities) of the Company not to exceed ninety (90) days following the
effective date of a registration statement of the Company filed under the
Securities Act; provided that all
officers and directors of the Company and each holder of that number of shares
of Common Stock equal to or greater than the number of Shares then issuable
upon exercise of this Warrant enter into similar agreements.


 


20.          No Impairment.  The Company will not, by amendment of its
Certificate or through any reclassification, capital reorganization,
consolidation, merger, sale or conveyance of assets, dissolution, liquidation,
issue or sale of securities or any other voluntary action, avoid or seek to
avoid the observance or performance of any of the terms of this Warrant, but
will at all times in good faith assist in the carrying out of all such terms
and in the taking of all such action as may be necessary or appropriate in
order to protect the rights of the Holder.


 


21.          Governing Law.  The provisions and terms of this Warrant
shall be governed by and construed in accordance with the internal laws of the
State of California.


 


22.          Successors and Assigns.  This Warrant shall be binding upon the
Company’s successors and assigns and shall inure to the benefit of the Holder’s
successors, legal representatives and permitted assigns.


 


23.          Business Days.  If the last or appointed day for the taking
of any action required or the expiration of any rights granted herein shall be
a Saturday or Sunday or a legal holiday in California, then such action may be
taken or right may be exercised on the next succeeding day which is not a
Saturday or Sunday or such a legal holiday.


 


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IN WITNESS WHEREOF, the Company has duly caused this Warrant to be signed by its duly
authorized officer and to be dated as of the date first written above.


 


 


	
   

  	
  Company:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  RIGEL
  PHARMACEUTICALS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James M. Gower

  
	
   

  	
   

  	
  James M. Gower

  
	
   

  	
   

  	
  Chief Executive Officer

  



 

















 


SUBSCRIPTION


 


	
  To:

  	
   

  	
   

  	
  Date:

  	
   

  



 


 


The undersigned hereby
subscribes for                               
shares of Common Stock covered by this Warrant. 
The certificate(s) for such shares shall be issued in the name of
the undersigned or as otherwise indicated below:


 


	
   

  	
   

  
	
   

  	
  Signature

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name for Registration

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Mailing Address

  



 


 


NET ISSUE ELECTION NOTICE


 


	
  To:

  	
   

  	
   

  	
  Date:

  	
   

  



 


The undersigned hereby
elects under Section 4 to surrender the right to purchase                                       
shares of Common Stock pursuant to this Warrant.  The certificate(s) for such shares
issuable upon such net issue election shall be issued in the name of the
undersigned or as otherwise indicated below:


 


	
   

  	
   

  
	
   

  	
  Signature

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name for Registration

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Mailing Address

  



 

















 


ASSIGNMENT


 


	
  For
  value received 

  	
   

  	
  hereby
  sells, assigns

  
	
  and transfers unto

  	
   

  
	
   

  
	
   

  
	
  [Please
  print or type the name and address of Assignee]

  
	
   

  
	
   

  
	
  the within Warrant, and
  does hereby irrevocably constitute and appoint

  	
   

  	
  its attorney to

  
	
  transfer the within
  Warrant on the books of the within named Company with full power of
  substitution on the premises.

  
						



 


 


	
  DATED:

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  IN THE
  PRESENCE OF: