Exhibit
      4.2


    


    THIS
      WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE BEEN ACQUIRED
      FOR
      INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
      AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAW. THIS WARRANT AND SUCH
      SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE PLEDGED, TRANSFERRED OR
      HYPOTHECATED IN THE ABSENCE OF SUCH REGISTRATION OR DELIVERY OF AN OPINION
      OF
      COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH
      OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE WITH THE
      ACT
      OR UNLESS SOLD IN FULL COMPLIANCE WITH RULE 144 UNDER THE ACT.


    


    VELCERA
      PHARMACEUTICALS, INC.

    


    Warrant
      for the Purchase of Shares of

    Common
      Stock

    


    
      	
              No.
                2007-[  ]

            	
              ______ Shares

            


    

     

    FOR
      VALUE
      RECEIVED, VELCERA PHARMACEUTICALS, INC., a Delaware corporation (the
      "Company"),
      hereby certifies that [________________], its designee or its permitted assigns
      is entitled to purchase from the Company, at any time or from time to time
      commencing on [ ], 2007 (the “Issuance
      Date”)
      and
      prior to 5:00 P.M., New York City time, on [ ], 2012 (the “Exercise
      Period”),
      [________________] fully paid and non-assessable shares of common stock, $0.001
      par value per share, of the Company for a purchase price per share of
$1.87.
      Hereinafter,
      (i) said common stock, $0.001 par value per share, of the Company, is referred
      to as the
      "Common
      Stock";
      (ii)
      the shares of the Common Stock (subject to adjustment as set forth herein)
      purchasable hereunder or under any other Warrant (as hereinafter defined) are
      referred to as the "Warrant
      Shares";
      (iii)
      the aggregate purchase price payable for the Warrant Shares purchasable
      hereunder is referred to as the "Aggregate
      Warrant Price";
      (iv)
      the price payable (initially $1.87 per share subject to adjustment as set forth
      herein) for each of the Warrant Shares hereunder is referred to as the
      "Per
      Share Warrant Price";
      (v)
      this Warrant, all similar Warrants issued on the date hereof and all warrants
      hereafter issued in exchange or substitution for this Warrant or such similar
      Warrants are referred to as the "Warrants";
      (vi)
      the holder of this Warrant is referred to as the "Holder"
      and the
      holder of this Warrant and all other Warrants and Warrant Shares are referred
      to
      as the "Holders"
      and
      Holders of more than fifty percent (50%) of the Warrant Shares then issuable
      upon exercise of then outstanding Warrants are referred to as the "Majority
      of the Holders")
      and
      (vii) the then Current Market Price per share of the Common Stock (the
"Current
      Market Price")
      shall
      be deemed to be the last reported sale price of the Common Stock (as
      reported by Bloomberg Financial Markets) on
      the
      Trading Day (as defined below) immediately prior to such date or, in case no
      such reported sales take place on such day, the average of the last reported
      bid
      and ask prices of the Common Stock on such day, in either case on the principal
      national securities exchange on which the Common Stock is admitted to trading
      or
      listed, including the Nasdaq Global Select Market, the Nasdaq Global Market,
      and
      Nasdaq Capital Market (collectively “NASDAQ”),
      or
      other similar organization, or, if the Common Stock is not reported on a
      national securities exchange, the per share sale price for the Common Stock
      in
      the over-the-counter market as reported by the OTC Bulletin Board (the
“OTCBB”)
      or
      another over-the-counter market, or if not so available, the fair market value
      of the Common Stock as determined in good faith by the Company’s Board of
      Directors. A "Trading
      Day"
      shall
      mean any day on which shares of the Company’s Common Stock are sold on the
      respective exchanges listed above. The Aggregate Warrant Price is not subject
      to
      adjustment.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    This
      Warrant was originally issued pursuant to a Subscription Agreement (the
“Subscription
      Agreement”)
      between
      the Company and the subscriber named therein in connection with a private
      placement by the Company of its securities, as described in the Company’s
      Confidential Private Placement Memorandum dated January 11, 2007. By acceptance
      of this Warrant, the Holder agrees to comply with all applicable provisions
      of
      the Subscription Agreement.

    


    1. Exercise
      of Warrant.
      

    


    (a) Except
      as
      set forth in Section
      1(d)
      below,
      this Warrant may be exercised in whole at any time, or in part from time to
      time, by the Holder during the Exercise Period by the surrender of this Warrant
      (with
      the
      exercise notice, in the form attached hereto (the “Exercise
      Notice”),
      duly
      executed) at the address set forth in Section
      10(a)
      hereof,
      together with proper payment of the Aggregate Warrant Price, or the
      proportionate part thereof if this Warrant is exercised in part, with payment
      for the Warrant Shares made by certified or official bank check payable to
      the
      order of, or wire transfer of immediately available funds to, the Company;
      or

    


    (b) If
      this
      Warrant is exercised in part, this Warrant must be exercised for a number of
      whole shares of the Common Stock and the Holder is entitled to receive a new
      Warrant covering the Warrant Shares that have not been exercised and setting
      forth the proportionate part of the Aggregate Warrant Price applicable to such
      Warrant Shares. Upon surrender of this Warrant in connection with the exercise
      of this Warrant pursuant to the terms hereof, the Company will (i) issue a
      certificate or certificates in the name of the Holder for the largest number
      of
      whole shares of the Common Stock to which the Holder shall be entitled upon
      such
      exercise and, if this Warrant is exercised in whole, in lieu of any fractional
      share of the Common Stock to which the Holder shall be entitled, pay to the
      Holder cash in an amount equal to the fair value of such fractional share
      (determined in such reasonable manner as the Board of Directors of the Company
      shall determine), and (ii) deliver the other securities and properties
      receivable upon the exercise of this Warrant, or the proportionate part thereof,
      if this Warrant is exercised in part, pursuant to the provisions of this
      Warrant. 

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    


    (c) Notwithstanding
      anything contained herein to the contrary, if this Warrant is exercised on
      a
      date following the date one (1) year from the Issuance Date and the Registration
      Statement covering the Warrant Shares that are the subject of the Exercise
      Notice (the “Registration
      Statement”)
      has
      not been declared effective by the Securities and Exchange Commission
      (“SEC”),
      or is
      no longer in effect, the Holder may, in its sole discretion, exercise this
      Warrant, within (10) days of such date in whole or in part and, in lieu of
      making the cash payment otherwise contemplated to be made to the Company upon
      such exercise in payment of the Aggregate Warrant Price, and elect instead
      to
      receive upon such exercise the “Net
      Number”
of
      shares of Common Stock determined according to the following formula (a
“Cashless
      Exercise”):

    


    Net
      Number = (A
      x
      B) - (A x C)

     
      B

     

    For
      purposes of the foregoing formula:

     

    
      	 	
              A=
                

            	
              the
                total number of shares with respect to which this Warrant is then
                being
                exercised.

            


    

     

    
      	 	
              B=
                

            	
              the
                average of the Current Market Prices of the shares of Common Stock
                for the
                five Trading Days ending on the date immediately preceding the date
                of the
                written notice of exercise.

            


    

     

    
      	 	
              C=
                

            	
              the
                Exercise Price then in effect for the applicable Warrant Shares at
                the
                time of such exercise.

            


    

     

    (d) Notwithstanding
      anything herein to the contrary, in no event shall the Holder have the right
      or
      be required to exercise this Warrant to the extent, and only to the extent,
      that
      as a result of such exercise, the aggregate number of shares of Common Stock
      beneficially owned by the Holder, its affiliates and any “group” (as defined in
      accordance with Section 13(d) of the Securities Exchange Act of 1934, as
      amended and the rules promulgated thereunder (the “Exchange
      Act”))
      of
      which the Holder may be deemed to be a party (collectively the “Affiliates”)
      would
      exceed 9.99% of the outstanding shares of the Common Stock following such
      exercise. For purposes of this Section, beneficial ownership shall be calculated
      in accordance with Sections 13(d) and Section 16(a) of the Exchange Act. The
      provisions of this Section
      1(d)
      may be
      waived by a Holder as to itself (and solely as to itself) upon not less than
      sixty-five (65) days prior written notice to the Company.

     

    (e) Upon
      exercise of this Warrant, the Company shall promptly (but in no event later
      than
      five (5) Trading Days after the date the Exercise Notice is delivered to the
      Company (the “Exercise
      Date”))
      issue
      or cause to be issued and cause to be delivered to or upon the written order
      of
      the Holder and in such name or names as the Holder may designate (provided
      that,
      if the Registration Statement is not effective and the Holder directs the
      Company to deliver a certificate for the Warrant Shares in a name other than
      that of the Holder or an Affiliate of the Holder, it shall deliver to the
      Company on the Exercise Date an opinion of counsel reasonably satisfactory
      to
      the Company to the effect that the issuance of such Warrant Shares in such
      other
      name may be made pursuant to an available exemption from the registration
      requirements of the Act and all applicable state securities or blue sky laws),
      a
      certificate for the Warrant Shares issuable upon such exercise, free of
      restrictive legends, unless a registration statement covering the resale of
      the
      Warrant Shares and naming the Holder as a selling stockholder thereunder is
      not
      then effective or the Warrant Shares are not freely transferable without volume
      restrictions pursuant to Rule 144(k) under the Act. The Holder, or any person
      permissibly so designated by the Holder to receive Warrant Shares, shall be
      deemed to have become the holder of record of such Warrant Shares as of the
      Exercise Date. If the Warrant Shares are to be issued free of all restrictive
      legends, the Company shall, upon the written request of the Holder, use its
      best
      efforts to deliver, or cause to be delivered, Warrant Shares hereunder
      electronically through The Depository Trust Company or another established
      clearing corporation performing similar functions, if available; provided,
      that,
      the Company may, but will not be required to, change its transfer agent if
      its
      current transfer agent cannot deliver Warrant Shares electronically through
      such
      a clearing corporation.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    (f) If
      by the
      close of the fifth (5) Trading Day after delivery of an Exercise Notice, the
      Company fails to deliver to the Holder a certificate representing the required
      number of Warrant Shares in the manner required pursuant to Section
      1,
      and if
      after such fifth Trading Day and prior to the receipt of such Warrant Shares,
      the Holder purchases (in an open market transaction or otherwise) shares of
      Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant
      Shares which the Holder anticipated receiving upon such exercise (a
“Buy-In”),
      then
      the Company shall, within three (3) Trading Days after the Holder’s request and
      in the Holder’s sole discretion, either (1) pay in cash to the Holder an amount
      equal to the Holder’s total purchase price (including brokerage commissions, if
      any) for the shares of Common Stock so purchased (the “Buy-In
      Price”),
      at
      which point the Company’s obligation to deliver such certificate (and to issue
      such Warrant Shares) shall terminate or (2) promptly honor its obligation to
      deliver to the Holder a certificate or certificates representing such Warrant
      Shares and pay cash to the Holder in an amount equal to the excess (if any)
      of
      the Buy-In Price over the product of (A) such number of Warrant Shares, times
      (B) the closing bid price of a share of Common Stock on the date of
      exercise.

    


    (g)
       To
      the
      extent permitted by law, the Company’s obligations to issue and deliver Warrant
      Shares in accordance with the terms hereof are absolute and unconditional,
      irrespective of any action or inaction by the Holder to enforce the same, any
      waiver or consent with respect to any provision hereof. Nothing herein shall
      limit the Holder’s right to pursue any other remedies available to it hereunder,
      at law or in equity including, without limitation, a decree of specific
      performance and/or injunctive relief with respect to the Company’s failure to
      timely deliver certificates representing shares of Common Stock upon exercise
      of
      this Warrant as required pursuant to the terms hereof.

    


    2. Reservation
      of Warrant Shares; Listing.
      The
      Company agrees that, prior to the expiration of this Warrant, the Company shall
      at all times (a) have authorized and in reserve, and shall keep available,
      solely for issuance and delivery upon the exercise of this Warrant, one hundred
      twenty (120%) percent of the shares of the Common Stock and other securities
      and
      properties as from time to time shall be receivable upon the exercise of this
      Warrant, free and clear of all restrictions on sale or transfer, other than
      under Federal or state securities laws, and free and clear of all preemptive
      rights and rights of first refusal and (b) if the Company hereafter lists its
      Common Stock on any national securities exchange, including NASDAQ, use its
      commercially reasonable efforts to keep the Warrant Shares authorized for
      listing on such exchange upon notice of issuance. The Company covenants that
      all
      Warrant Shares so issuable and deliverable shall, upon issuance and the payment
      of the applicable Exercise Price in accordance with the terms hereof, be duly
      and validly authorized, issued and fully paid and nonassessable. The Company
      will take all such action as may be necessary to assure that such shares of
      Common Stock may be issued as provided herein without violation of any
      applicable law or regulation, or of any requirements of any securities exchange
      or automated quotation system upon which the Common Shares may be
      listed.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    


    3. Certain
      Adjustments.
      

     

    (a) In
      case
      the Company shall hereafter (i) pay a dividend or make a distribution on its
      Common Stock in shares of Common Stock, (ii) subdivide its outstanding shares
      of
      Common Stock into a greater number of shares, (iii) combine or reverse-split
      its
      outstanding shares of Common Stock into a smaller number of shares or (iv)
      issue
      by reclassification of its Common Stock any shares of capital stock of the
      Company, then the Per Share Warrant Price and the number of Warrant Shares
      shall
      forthwith be proportionately decreased and increased, respectively, in the
      case
      of a subdivision, distribution or stock dividend, or proportionately increased
      and decreased, respectively, in the case of a combination or reverse stock
      split. The Aggregate Warrant Price payable for the then total number
      of
      Warrant
      Shares
      available for exercise under this Warrant shall remain the same. Adjustments
      made pursuant to this Section
      3(a)
      shall
      become effective on the record date in the case of a dividend or distribution,
      and shall become effective immediately after the effective date in the case
      of a
      subdivision, combination or reclassification. If such dividend, distribution,
      subdivision or combination is not consummated in full, the Per Share Warrant
      Price and Warrant Shares shall be readjusted accordingly.

    


    (b) In
      case
      of any capital reorganization or reclassification, or any consolidation or
      merger to which the Company is a party other than a merger or consolidation
      in
      which the Company is the continuing corporation, or in case of any sale or
      conveyance to another entity of all or substantially all of the assets of the
      Company, or in the case of any statutory exchange of securities with another
      corporation (including any exchange effected in connection with a merger of
      a
      third corporation into the Company but excluding any exchange of securities
      or
      merger with another corporation in which the Company is a continuing corporation
      and that does not result in any reclassification of or similar change in the
      Common Stock), the Holder of this Warrant shall have the right thereafter to
      receive on the exercise of this Warrant the kind and amount of securities,
      cash
      or other property which the Holder would have owned or have been entitled to
      receive immediately after such reorganization, reclassification, consolidation,
      merger, statutory exchange, sale or conveyance had this Warrant been exercised
      immediately prior to the effective date of such reorganization,
      reclassification, consolidation, merger, statutory exchange, sale or conveyance
      and in any such case, if necessary, appropriate adjustment shall be made in
      the
      application of the provisions set forth in this Section
      3
      with
      respect to the rights and interests thereafter of the Holder of this Warrant
      to
      the end that the provisions set forth in this Section
      3
      shall
      thereafter correspondingly be made applicable, as nearly as may reasonably
      be,
      in relation to any shares of stock or other securities or property thereafter
      deliverable on the exercise of this Warrant. The above provisions of this
Section
      3(b)
      shall
      similarly apply to successive reorganizations, reclassifications,
      consolidations, mergers, statutory exchanges, sales or conveyances. The Company
      shall require the issuer of any shares of stock or other securities or property
      thereafter deliverable on the exercise of this Warrant to be responsible for
      all
      of the agreements and obligations of the Company hereunder. Notice of any such
      reorganization, reclassification, consolidation, merger, statutory exchange,
      sale or conveyance and of said provisions so proposed to be made, shall be
      mailed to the Holders of the Warrants not less than twenty (20) days prior
      to
      such event. A sale of all or substantially all of the assets of the Company
      for
      a consideration consisting primarily of securities shall be deemed a
      consolidation or merger for the foregoing purposes.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    


    (c) No
      adjustment in the Per Share Warrant Price shall be required unless such
      adjustment would require an increase or decrease of at least $0.01 per share
      of
      Common Stock; provided,
      however,
      that
      any adjustments which by reason of this Section
      3(c)
      are not
      required to be made shall be carried forward and taken into account in any
      subsequent adjustment; provided,
      further,
      however, that adjustments shall be required and made in accordance with the
      provisions of this Section
      3
      (other
      than this subsection 3(i)) not later than such time as may be required in order
      to preserve the tax-free nature of a distribution, if any, to the Holder of
      this
      Warrant or Common Stock issuable upon the exercise hereof. All calculations
      under this Section
      3
      shall be
      made to the nearest cent or to the nearest 1/100th of a share, as the case
      may
      be. Anything in this Section
      3
      to the
      contrary notwithstanding, the Company shall be entitled to make such reductions
      in the Per Share Warrant Price, in addition to those required by this
Section
      3,
      as it
      in its discretion shall deem to be advisable in order that any stock dividend,
      subdivision of shares or distribution of rights to purchase stock or securities
      convertible or exchangeable for stock hereafter made by the Company to its
      stockholders shall not be taxable.

    


    (d) Whenever
      the Per Share Warrant Price or the number of Warrant Shares is adjusted as
      provided in this Section
      3
      and upon
      any modification of the rights of a Holder of Warrants in accordance with this
      Section
      3,
      the
      Company shall promptly prepare a brief statement of the facts requiring such
      adjustment or modification and the manner of computing the same and cause copies
      of such certificate to be mailed to the Holders of the Warrants. The Company
      may, but shall not be obligated to unless requested by a Majority of the
      Holders, obtain, at its expense, a certificate of a firm of independent public
      accountants of recognized standing selected by the Board of Directors (who
      may
      be the regular auditors of the Company) setting forth the Per Share Warrant
      Price and the number of Warrant Shares in effect after such adjustment or the
      effect of such modification, a brief statement of the facts requiring such
      adjustment or modification and the manner of computing the same and cause copies
      of such certificate to be mailed to the Holders of the Warrants.

    


    (e) If
      the
      Board of Directors of the Company shall declare any dividend or other
      distribution with respect to the Common Stock other than a cash distribution
      out
      of earned surplus, the Company shall mail notice thereof to the Holders of
      the
      Warrants not less than ten (10) days prior to the record date fixed for
      determining stockholders entitled to participate in such dividend or other
      distribution.

    


    (f) If,
      as a
      result of an adjustment made pursuant to this Section
      3,
      the
      Holder of any Warrant thereafter surrendered for exercise shall become entitled
      to receive shares of two or more classes of capital stock or shares of Common
      Stock and other capital stock of the Company, the Board of Directors (whose
      determination shall be conclusive and shall be described in a written notice
      to
      the Holder of any Warrant promptly after such adjustment) shall determine,
      in
      good faith, the allocation of the adjusted Per Share Warrant Price between
      or
      among shares or such classes of capital stock or shares of Common Stock and
      other capital stock.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    (g) Upon
      the
      expiration of any rights, options, warrants or conversion privileges with
      respect to the issuance of which an adjustment to the Per Share Warrant Price
      had been made, if such option, right, warrant or conversion shall not have
      been
      exercised, the number of Warrant Shares purchasable upon exercise of this
      Warrant, to the extent this Warrant has not then been exercised, shall, upon
      such expiration, be readjusted and shall thereafter be such as they would have
      been had they been originally adjusted (or had the original adjustment not
      been
      required, as the case may be) on the basis of (A) the fact that Common Stock,
      if
      any, actually issued or sold upon the exercise of such rights, options, warrants
      or conversion privileges, and (B) the fact that such shares of Common Stock,
      if
      any, were issued or sold for the consideration actually received by the Company
      upon such exercise plus the consideration, if any, actually received by the
      Company for the issuance, sale or grant of all such rights, options, warrants
      or
      conversion privileges whether or not exercised; provided,
      however,
      that no
      such readjustment shall have the effect of decreasing the number of Warrant
      Shares purchasable upon exercise of this Warrant by an amount in excess of
      the
      amount of the adjustment initially made in respect of the issuance, sale or
      grant of such rights, options, warrants or conversion privileges.

    


    (h) In
      case
      any event shall occur as to which the other provisions of this Section
      3
      are not
      strictly applicable but as to which the failure to make any adjustment would
      not
      fairly protect the purchase rights represented by this Warrant in accordance
      with the essential intent and principles of the adjustments set forth in this
      Section
      3
      then, in
      each such case, the Board of Directors of the Company shall in good faith
      determine the adjustment, if any, on a basis consistent with the essential
      intent and principles established herein, necessary to preserve the purchase
      rights represented by the Warrants. Upon such determination, the Company will
      promptly mail a copy thereof to the Holder of this Warrant and shall make the
      adjustments described therein.

    


    4. Fully
      Paid Stock; Taxes.
      The
      shares of the Common Stock represented by each and every certificate for Warrant
      Shares delivered on the exercise of this Warrant shall, subject to compliance
      by
      the Holder with the terms hereof, at the time of such delivery, be duly
      authorized, validly issued and outstanding, fully paid and nonassessable, and
      not subject to preemptive rights or rights of first refusal imposed by any
      agreement to which the Company is a party, and the Company will take all such
      actions as may be necessary to assure that the par value, if any, per share
      of
      the Common Stock is at all times equal to or less than the then Per Share
      Warrant Price. The Company shall pay, when due and payable, any and all Federal
      and state stamp, original issue or similar taxes which may be payable in respect
      of the issue of any Warrant Share or any certificate thereof to the extent
      required because of the issuance by the Company of such security.

    


    5. Registration
      Under Act.
      The
      Holder shall have the right to participate in the registration rights granted
      to
      purchasers of the Units (as defined in the Subscription Agreement) pursuant
      to
      Article VII of the Subscription Agreement. By acceptance of this Warrant, the
      Holder agrees to comply with the provisions in Article VII of the Subscription
      Agreement.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    6. Investment
      Intent; Limited Transferability. 

    


    (a) By
      accepting this Warrant, the Holder represents to the Company that it understands
      that this Warrant and any securities obtainable upon exercise of this Warrant
      have not been registered for sale under Federal or state securities laws and
      are
      being offered and sold to the Holder pursuant to one or more exemptions from
      the
      registration requirements of such securities laws. In the absence of an
      effective registration of such securities or an exemption therefrom, any
      certificates for such securities shall bear the legend set forth on the first
      page hereof. The Holder understands that it must bear the economic risk of
      its
      investment in this Warrant and any securities obtainable upon exercise of this
      Warrant for an indefinite period of time, as this Warrant and such securities
      have not been registered under Federal or state securities laws and therefore
      cannot be sold unless subsequently registered under such laws, unless an
      exemption from such registration is available. The Holder further represents
      to
      the Company, by accepting this Warrant, that it has full power and authority
      to
      accept this Warrant and make the representations set forth herein.

    


    (b) The
      Holder, by its acceptance of this Warrant, represents to the Company that it
      is
      acquiring this Warrant and will acquire any securities obtainable upon exercise
      of this Warrant for its own account for investment and not with a view to,
      or
      for sale in connection with, any distribution thereof in violation of the Act.
      The Holder agrees, by acceptance of this Warrant, that this Warrant and any
      such
      securities will not be sold or otherwise transferred unless (i) a registration
      statement with respect to such transfer is effective under the Act and any
      applicable state securities laws or (ii) such sale or transfer is made pursuant
      to one or more exemptions from the Act. 

    


    (c) In
      addition to the limitations set forth in Section
      1
      and in
      accordance with the legend on the first page hereof, this Warrant may not be
      sold, transferred, assigned or hypothecated by the Holder except in compliance
      with the provisions of the Act and the applicable state securities “blue sky”
laws, and is so transferable only upon the books of the Company which it shall
      cause to be maintained for such purpose. The Company may treat the registered
      Holder of this Warrant as it appears on the Company's books at any time as
      the
      Holder for all purposes. The Company shall permit any Holder of a Warrant or
      its
      duly authorized attorney, upon written request during ordinary business hours,
      to inspect and copy or make extracts from its books showing the registered
      Holders of Warrant. All Warrants issued upon the transfer or assignment of
      this
      Warrant will be dated the same date as this Warrant, and all rights of the
      holder thereof shall be identical to those of the Holder unless, in each case,
      otherwise prohibited by applicable law.

    


    (d) The
      Holder has been afforded (i) the opportunity to ask such questions as it has
      deemed necessary of, and to receive answers from, representatives of the Company
      concerning the terms and conditions of the Warrants or the exercise of the
      Warrants; and (ii) the opportunity to request such additional information which
      the Company possesses or can acquire without unreasonable effort or
      expense.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

    


    (e) The
      Holder did not (i) receive or review any advertisement, article, notice or
      other
      communication published in a newspaper or magazine or similar media or broadcast
      over television or radio, whether closed circuit, or generally available; or
      (ii) attend any seminar, meeting or investor or other conference whose attendees
      were, to such Holder’s knowledge, invited by any general solicitation or general
      advertising.

    


    (f) The
      Holder is an “accredited investor” within the meaning of Regulation D under the
      Act. Such Holder is acquiring the Warrants for its own account and not with
      a
      present view to, or for sale in connection with, any distribution thereof in
      violation of the registration requirements of the Act, without prejudice,
      however, to such Holder’s right, subject to the provisions of the Subscription
      Agreement and this Warrant, at all times to sell or otherwise dispose of all
      or
      any part of such Warrants and Warrant Shares.

    


    (g) Either
      by
      reason of such Holder’s business or financial experience or the business or
      financial experience of its professional advisors (who are unaffiliated with
      and
      who are not compensated by the Company or any affiliate, finder or selling
      agent
      of the Company, directly or indirectly), such Holder has the capacity to protect
      such Holder’s interests in connection with the transactions contemplated by this
      Warrant and the Subscription Agreement. The Holder, by its acceptance of this
      Warrant, represents to the Company that it is able to fend for itself, can
      bear
      the economic risk of its investment and has such knowledge and experience in
      financial or business matters that it is capable of evaluating the merits and
      risks of the investment in this Warrant. Holder also represents it has not
      been
      organized for the purpose of acquiring this Warrant.

     

    7. Optional Redemption. 

    


    (a) In
      the
      event that the Current Market Price of the Common Stock for any twenty (20)
      consecutive Trading Days on the principal national securities exchange on which
      the Common Stock is admitted to trading or listed, including the NASDAQ, or
      other similar organization, or, if the Common Stock is not reported on a
      national securities exchange, the per share sale price for the Common Stock
      in
      the over-the-counter market as reported by the OTCBB or another over-the-counter
      market is at least 200% of the Per Share Warrant Price (subject to adjustment
      for any stock splits, combinations, or similar events with respect to the Common
      Stock after the original issuance date of this Warrant) (the “Redemption
      Price”),
      the
      Company shall be entitled to redeem all, but not less than all, of the Warrant
      Shares at a per Warrant Share redemption price of $.01, at any time after the
      completion of such twenty (20) consecutive trading day period by providing
      thirty (30) business days’ written notice to the Holders. The Holder agrees to
      return the certificate representing the redeemed Warrants to the Company upon
      their redemption (or evidence reasonably satisfactory to the Company of the
      loss, theft, destruction or mutilation of this Warrant in accordance with
Section
      8
      hereof).


    


    (b) Notwithstanding
      Section
      7(a)
      hereof,
      for so long as any Warrant Shares are not subject to a registration statement
      declared effective by the SEC or are not otherwise permitted to be immediately
      sold, in whole, pursuant to an exemption to registration for such resale,
      including pursuant to Rule 144(k) of the Act, the Company shall not be entitled
      to exercise its redemption rights pursuant to Section
      7(a)
      above.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    


    8. Loss,
      etc., of Warrant.
      Upon
      receipt of evidence reasonably satisfactory to the Company of the loss, theft,
      destruction or mutilation of this Warrant, and of indemnity reasonably
      satisfactory to the Company, if lost, stolen or destroyed, and upon surrender
      and cancellation of this Warrant, if mutilated, the Company shall execute and
      deliver to the Holder a new Warrant of like date, tenor and
      denomination.

    


    9. Warrant
      Holder Not Stockholder.
      This
      Warrant does not confer upon the Holder any right to vote on or consent to
      or
      receive notice as a stockholder of the Company, as such, in respect of any
      matters whatsoever, nor any other rights or liabilities as a stockholder, prior
      to the exercise hereof; this Warrant does, however, require certain notices
      to
      Holders as set forth herein.

    


    10. Communication.
      No
      notice or other communication under this Warrant shall be effective or deemed
      to
      have been given unless, the same is in writing and is mailed by first-class
      mail, postage prepaid, or via recognized overnight courier with confirmed
      receipt, addressed to:

    


    (a) the
      Company at Velcera Pharmaceuticals, Inc., 201 Corporate Drive, Langhorne,
      Pennsylvania 19047-8007, Attn: President, or other such address as the Company
      has designated in writing to the Holder;
      or

    


    (b) the
      Holder at the address last
      furnished to the Company in writing by the Holder.

    


    11. Headings.
      The
      headings of this Warrant have been inserted as a matter of convenience and
      shall
      not affect the construction hereof.

    


    12. Applicable
      Law.
      This
      Warrant will be governed by and interpreted in accordance with the laws of
      the
      State of Delaware without regard to the principles of conflict of laws. The
      Holder hereby submit to the exclusive jurisdiction of the United States federal
      and state courts located in the State of New York with respect to any dispute
      arising under this Agreement or the transactions contemplated hereby or
      thereby.

    


    13. Amendment,
      Waiver, etc.
      Except
      as expressly provided herein, neither this Warrant nor any term hereof may
      be
      amended, waived, discharged or terminated other than by a written instrument
      signed by the party against whom enforcement of any such amendment, waiver,
      discharge or termination is sought; provided, however, that any provision hereof
      may be amended, waived, discharged or terminated upon the written consent of
      the
      Company and the Majority of the Holders and such amendment, waiver, discharge
      or
      termination shall be effective with respect to the Company and all
      Holders.

    


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF,
      the
      Company has caused this Warrant to be signed by the undersigned duly authorized
      officer, this ___ day of __________, 2007.

     

    
      	 	 	 
	 	
              VELCERA
                PHARMACEUTICALS, INC.

            
	 
 	 
 	 
 
	
            	By:  	 
	 	
              

              Name:
                Dennis Steadman 

            
	 	
              Title:
                Chief Executive Officer/President

            


    

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    FORM
      OF EXERCISE NOTICE 

    


    (To
      be
      executed by the Holder to exercise the right to purchase shares of Common Stock
      under the foregoing Warrant)

     

    Ladies
      and Gentlemen:

    


    (1) The
      undersigned is the Holder of Warrant No. __________ (the “Warrant”) issued by
      Velcera Pharmaceuticals, Inc., a Delaware corporation (the “Company”).
      Capitalized terms used herein and not otherwise defined herein have the
      respective meanings set forth in the Warrant. 

    


    (2) The
      undersigned hereby exercises its right to purchase __________ Warrant Shares
      pursuant to the Warrant.

    


    (3) The
      Holder intends that payment of the Exercise Price shall be made as (check
      one):

    


    o  Cash
      Exercise 

    


    o  “Cashless
      Exercise” under Section
      1(c)
      in
      accordance with the terms of the Warrant.

    


    (4) If
      the
      Holder has elected a Cash Exercise, the Holder shall pay the sum of $_______
      to
      the Company in accordance with the terms of the Warrant.

    


    (5) Pursuant
      to this Exercise Notice, the Company shall deliver to the Holder _____________
      Warrant Shares in accordance with the terms of the Warrant.

     

    Dated:
      _______________, _____ 

     

    Name
      of
      Holder: ___________________________

     

    By:
      __________________________________

     

    Name:
      _______________________________ 

     

    Title:
      _______________________________

     

    (Signature
      must conform
      in
      all respects to name of Holder as specified on the face of the
      Warrant)

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ASSIGNMENT

    


    FOR
      VALUE
      RECEIVED _______________ (“Assignor”)
      hereby
      sells, assigns and transfers unto ____________________ (“Transferee”)
      the
      foregoing Warrant and all rights evidenced thereby, and does irrevocably
      constitute and appoint _____________________, attorney, to transfer said Warrant
      on the books of Velcera Pharmaceuticals, Inc. By acceptance of the foregoing
      Warrant, Transferee shall become a Holder under said Warrant and subject to
      the
      rights, obligations and representations of Holder set forth in said
      Warrant.

     

    
      	ASSIGNOR:	 	 	 
	 	 	 	 
	Dated: _________________	 	 	Signature:
              ________________________
	 	 	 	 
	 	 	 	Address:
              _________________________



      	
              TRANSFEREE:

            	 	 	 
	 	 	 	 
	Dated: _________________	 	 	Signature:
              ________________________
	 	 	 	 
	 	 	 	Address:
              _________________________


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    PARTIAL
      ASSIGNMENT

    


    FOR
      VALUE
      RECEIVED _______________ (“Assignor”)
      hereby
      assigns and transfers unto ____________________ (“Transferee”)
      the
      right to purchase _______ shares of Common Stock, par value $0.001 per share,
      of
      Velcera Pharmaceuticals, Inc. covered by the foregoing Warrant, and a
      proportionate part of said Warrant and the rights evidenced thereby, and does
      irrevocably constitute and appoint ____________________, attorney, to transfer
      such part of said Warrant on the books of Velcera Pharmaceuticals, Inc. By
      acceptance of the proportionate part of foregoing Warrant, Transferee shall
      become a Holder under said proportionate part of said Warrant and subject to
      the
      rights, obligations and representations of Holder set forth in said
      Warrant.

     

    
      
        	ASSIGNOR:	 	 	 
	 	 	 	 
	Dated: _________________	 	 	Signature:
                ________________________
	 	 	 	 
	 	 	 	Address:
                _________________________



        	
                TRANSFEREE:

              	 	 	 
	 	 	 	 
	Dated: _________________	 	 	Signature:
                ________________________
	 	 	 	 
	 	 	 	Address:
                _________________________