Exhibit
4.7


 


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.


 


AMENDED AND RESTATED COMMON STOCK PURCHASE WARRANT


	
  Warrant
  No. CS-4A

  	
   

  	
  150,000 Shares

  
	
  Original Issue Date:  May 16, 2001

  	
   

  	
   

  
	
  Amended and Restated:  October 21, 2002

  	
   

  	
   

  



 


RIGEL PHARMACEUTICALS, INC.


1.             Issuance. 
For value received, this Amended and Restated Common Stock Purchase
Warrant (the “Warrant”) is issued
to KWACKER LIMITED, a corporation organized and
existing under the laws of England (“Kwacker”),
by RIGEL PHARMACEUTICALS, INC., a Delaware
corporation (hereinafter, with its successors, called the “Company”), in partial
consideration for that certain Build-to-Suit Lease, dated as of May 16, 2001,
between the Company and Slough BTC, LLC, as landlord, and in partial consideration for that certain
Amendment No. One to Build-to-Suit Lease, dated as of October 21, 2002,
between the Company and Slough BTC, LLC, as landlord (“Amendment No. One”).  This Warrant is being executed and delivered
concurrently with the execution and delivery of Amendment No. One and it amends,
re-evidences and restates that certain Common Stock Purchase Warrant, dated as
of May 16, 2001, issued by the Company to Kwacker.


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
one hundred fifty thousand (150,000) 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 $8.9125 (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 


 


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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.


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:


	
  X
  = 

  	
  Y(A-B)

  	
   

  
	
  A

  	
   

  



 


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 if
(i) 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.


 


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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.


7.             Expiration
Date.  This Warrant or any Successor Warrant (as
defined in Section 10 below) shall remain exercisable until the close of
business on May 16, 2006, 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)           If, after the date hereof the Company shall enter into any Acquisition
Transaction (as hereinafter defined) pursuant to which the Consideration Per
Share (as hereinafter defined) is less than the Purchase Price  (prior to any adjustment under Section 10(a)



 


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with respect to
such Acquisition Transaction), then in addition to any adjustment of the
Purchase Price under Section 10(a) with respect to such Acquisition
Transaction, the Purchase Price shall be reduced to a price equal to the
product of (a) the Purchase Price times (b) the difference of (i) one minus
(ii) a fraction the numerator of which is equal to the product of (A) number of
Shares times (B) the Purchase Price and the denominator of which is equal to
the sum of (Y) the product of (1) the number of Shares times (2) the Purchase
Price plus (Z) the aggregate consideration to be received by the Company’s
stockholders in the Acquisition Transaction.


(c)           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);


                (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; and


                (iii)          the term “Consideration Per Share” shall equal the closing
or last reported sale price of the Common Stock as reported on the Nasdaq
National Market on the first business day immediately following the public
announcement of the Reorganization (such business day being hereinafter
referred to as the “Announcement Date”); provided,
however, that if (i) the Common Stock is neither traded on the
Nasdaq National Market nor on a national securities exchange, then
Consideration Per Share shall be the last reported sale price of the Common
Stock on the Announcement 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 price of the
Common Stock on the Announcement 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.


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 


 


4

















 


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 Holders rights or by general equity principals 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 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
execution hereof the Holder hereby confirms:


 


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(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 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 qualifications 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 mall
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 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 


 


6

















 


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.


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 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


 


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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 of 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 Amended and
Restated Common Stock Purchase 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

  



 


 


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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: