Exhibit
        4.1

      


      THE
        SECURITIES REPRESENTED BY THIS CERTIFICATE ARE NOT TRANSFERABLE WITHOUT THE
        EXPRESS WRITTEN CONSENT OF VELCERA PHARMACEUTICALS, INC. AND HAVE NOT BEEN
        REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE
        STATE
        SECURITIES LAWS, AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED
        OR OTHERWISE TRANSFERRED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT
        WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR AN EXEMPTION THEREFROM.
        ANY
        SUCH TRANSFER MAY ALSO BE SUBJECT TO APPLICABLE STATE SECURITIES
        LAWS.

      


      VELCERA
        PHARMACEUTICALS, INC.

       

      Warrant
        for the Purchase of Shares of 

      Common
        Stock

       

      
        	CSW No. 2004-_____	
                _______
                  Shares

              


      

       

      FOR
        VALUE
        RECEIVED, VELCERA
        PHARMACEUTICALS, INC.,
        a
        Delaware corporation (the “Company”),
        hereby certifies that __________________,
        or its
        registered assigns (the “Holder”),
        is
        entitled to purchase from the Company, subject to the provisions of this
        Warrant, at any time commencing from the date hereof until 5:00 p.m. (New
        York
        City time) on December 22, 2011 (the “Termination
        Date”),
        _________________________ (__________) fully paid and non-assessable shares
        of
        Common Stock (as defined below), at an initial per-share purchase price equal
        to
        $3.85. The shares of Common Stock or other securities or property deliverable
        upon such exercise are hereinafter sometimes referred to as the “Warrant
        Shares.”
The
        purchase price of a share of Common Stock in effect at any time is hereinafter
        sometimes referred to as the “Per
        Share Purchase Price”
and
        the
        aggregate purchase price payable for the Warrant Shares hereunder is hereinafter
        sometimes referred to as the “Aggregate
        Purchase Price.”
This
        Warrant is one of a duly authorized issue of Warrants sold by the Company
        on
        December 22, 2004 (collectively, the “Warrants”).

      


      1. Definitions.
        

      


      “Change
        of Control”
means
        the (i) acquisition by an individual or legal entity or group (as defined
        in
        Rule 13d-5 of the Securities Exchange Act of 1934, as amended) of more than
        one-half of the voting rights or equity interests in the Company; (ii) sale,
        conveyance, or other disposition of all or substantially all of the assets,
        property or business of the Company, (iii) any reclassification of the Company’s
        capital, or (iv) the merger into or consolidation with any other corporation
        or
        other entity (other than a wholly owned subsidiary corporation) or effectuation
        of any transaction or series of related transactions where holders of the
        Company’s voting securities prior to such transaction or series of transactions
        fail to continue to hold at least 50% of the voting power of the
        Company.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      “Common
        Stock”
means
        (except where the context otherwise indicates) the Common Stock, $0.001 par
        value per share, of the Company as constituted on the date hereof, and any
        capital stock into which such Common Stock may thereafter be changed or
        converted, and shall also include (i) capital stock of the Company of any
        other
        class (regardless of how denominated) issued to the holders of shares of
        Common
        Stock upon any reclassification thereof which is also not preferred as to
        dividends or assets on liquidation over any other class of stock of the Company
        and which is not subject to redemption and (ii) shares of common stock of
        any
        successor or acquiring corporation received by or distributed to the holders
        of
        Common Stock of the Company in the circumstances contemplated by Section
        5.3.

      


      2. Exercise
        of Warrant.
        

      


      (a) This
        Warrant may be exercised, in whole or in part, at any time by the Holder
        commencing upon the date hereof and prior to the Termination Date:

      


      (i) by
        presentation and surrender of this Warrant (with the subscription form at
        the
        end hereof duly executed) at the address set forth in Section 11 hereof,
        together with payment, by certified or official bank check payable to the
        order
        of the Company, of the Aggregate Purchase Price or the proportionate part
        thereof if exercised in part; or

      


      (ii) by
        the
        surrender of this Warrant (with the cashless exercise form at the end hereof
        duly executed) (a “Cashless
        Exercise”)
        at the
        address set forth in Section 11 hereof. Such presentation and surrender shall
        be
        deemed a waiver of the Holder’s obligation to pay the Aggregate Purchase Price,
        or the proportionate part thereof if this Warrant is exercised in part. In
        the
        event of a Cashless Exercise, the Holder shall exchange this Warrant for
        that
        number of Warrant Shares subject to such Cashless Exercise multiplied by
        a
        fraction, the numerator of which shall be the difference between (A) the
        last
        sale price of the Common Stock on the trading day prior to such date or,
        in case
        no such reported sales take place on such day, the average of the last reported
        bid and asked 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, or if not listed or admitted to trading on any such exchange,
        the representative closing sale price of the Common Stock as reported by
        the
        National Association of Securities Dealers, Inc. Automated Quotations System
        (“NASDAQ”),
        or
        other similar organization if NASDAQ is no longer reporting such information,
        or, if the Common Stock is not reported on NASDAQ, the high per-share sale
        price
        for the Common Stock in the over-the-counter market as reported by the National
        Quotation Bureau or similar organization, or if not so available, the fair
        market value of the Common Stock as determined in good faith by the Board
        of
        Directors (as applicable, the “Current
        Market Price”)
        and
        (B) the Per Share Purchase Price, and the denominator of which shall be the
        then
        Current Market Price. For purposes of any computation under this Section
        2(a),
        the then Current Market Price shall be based on the trading day immediately
        prior to the Cashless Exercise.

      


      (b) If
        this
        Warrant is exercised in part only, the Company shall, upon presentation of
        this
        Warrant upon such exercise, execute and deliver (with the certificate for
        the
        Warrant Shares purchased) a new Warrant evidencing the rights of the Holder
        hereof to purchase the balance of the Warrant Shares purchasable hereunder
        upon
        the same terms and conditions as herein set forth. Upon proper exercise of
        this
        Warrant, the Company promptly shall deliver certificates for the Warrant
        Shares
        to the Holder duly legended as authorized by the subscription form together
        with
        cash in lieu of any fraction of a share, as hereinafter provided, but, in
        any
        event, within five business days after such exercise. No fractional shares
        shall
        be issued upon exercise of this Warrant. With respect to any fraction of
        a share
        called for upon exercise hereof, the Company shall pay to the Holder an amount
        in cash equal to such fraction multiplied by the Current Market Price of
        one (1)
        share of Common Stock. The stock certificate or certificates so delivered
        shall
        be, to the extent possible, in such denomination or denominations as the
        Holder
        shall request in the notice and shall be registered in the name of the Holder
        or
        such other name as shall be designated by the Holder. This Warrant shall
        be
        deemed to have been exercised and such certificate or certificates shall
        be
        deemed to have been issued, and the Holder or any other person so designated
        to
        be named therein shall be deemed to have become a Holder of record of such
        shares for all purposes, as of the date when the notice, together with the
        payment of the applicable exercise price and this Warrant, is received by
        the
        Company as described above. 

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

      


      3. Reservation
        of Warrant Shares; Fully Paid Shares; Taxes.
        The
        Company hereby undertakes until expiration of this Warrant to reserve for
        issuance or delivery upon exercise of this Warrant, such number of shares
        of the
        Common Stock as shall be required for issuance and/or delivery upon exercise
        of
        this Warrant in full in accordance with the terms hereof, and agrees that
        all
        Warrant Shares so issued and/or delivered shall be validly issued, fully
        paid
        and non-assessable and not subject to any preemptive rights, and further
        agrees
        to pay all taxes and charges that may be imposed upon such issuance and/or
        delivery.

      


      4. Registration
        Under Securities Act of 1933.
        The
        Holder of this Warrant shall be entitled to registration rights with respect
        to
        the Warrant Shares to the same extent and on the same terms as those provided
        to
        investors pursuant to Article V of the Subscription Agreements
        (the “Subscription
        Agreements”)
        accepted as of August 26 and October 14, 2004 between the Company and certain
        purchasers of the shares of Common Stock. If the Holder is not a party to
        the
        Subscription Agreements, by acceptance of this Warrant the Holder agrees
        to
        comply with provisions of Article V thereof to the same extent as if it were
        a
        party thereto. 

      


      5. Adjustments.
        The
        number of shares of Common Stock for which this Warrant is exercisable, and
        the
        price at which such shares may be purchased upon exercise of this Warrant,
        shall
        be subject to adjustment from time to time as set forth in this Section 5.
        The
        Company shall give the Holder notice of any event described below which requires
        an adjustment pursuant to this Section 5 in accordance with Sections 6.1
        and
        6.2.

      


      5.1 Stock
        Dividends, Subdivisions and Combinations.
        If at
        any time while this Warrant is outstanding the Company shall:

      


      (a) take
        a
        record of the holders of its Common Stock for the purpose of entitling them
        to
        receive a dividend payable in, or other distribution of, additional shares
        of
        Common Stock,

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

      


      (b) subdivide
        its outstanding shares of Common Stock into a larger number of shares of
        Common
        Stock, or

      


      (c) combine
        its outstanding shares of Common Stock into a smaller number of shares of
        Common
        Stock,

      


      then:

      


      
        	 	
                (1)

              	
                the
                  number of shares of Common Stock acquirable upon exercise of this
                  Warrant
                  immediately after the occurrence of any such event shall be adjusted
                  to
                  equal the number of shares of Common Stock which a record holder
                  of the
                  same number of shares of Common Stock that would have been acquirable
                  under this Warrant immediately prior to the occurrence of such
                  event would
                  own or be entitled to receive after the happening of such event,
                  and

              


      

      


      (2) the
        Per
        Share Purchase Price shall be adjusted to equal:

      


      
        	 	
                (A)

              	
                the
                  Per Share Purchase Price in effect immediately prior to the occurrence of
                  such event multiplied by the number of shares of Common Stock into
                  which
                  this Warrant is exercisable immediately prior to the adjustment,
                  divided
                  by 

              


      

      


      
        	 	
                (B)

              	
                the
                  number of shares of Common Stock into which this Warrant is exercisable
                  immediately after such adjustment.

              


      

      


      Any
        adjustment made pursuant to clause (a) of this paragraph shall become effective
        immediately after the record date for the determination of shareholders entitled
        to receive such dividend or distribution, and any adjustment pursuant to
        clauses
        (b) or (c) of this paragraph shall become effective immediately after the
        effective date of such subdivision or combination.

      


      5.2 Fractional
        Interests.
        In
        computing adjustments under this Section 5, all calculations shall be made
        to
        the nearest 1/100th of a share.

      


         5.3 Reorganization,
        Reclassification, Merger, Consolidation or Disposition of Assets.
        

      


      (a) If,
        prior
        to the Termination Date, there shall occur a Change of Control and, pursuant
        to
        the terms of such Change of Control, shares of common stock of the successor
        or
        acquiring corporation, or any cash, shares of stock or other securities or
        property of any nature whatsoever (including warrants or other subscription
        or
        purchase rights) in addition to or in lieu of common stock of the successor
        or
        acquiring corporation (“Other
        Property”),
        are
        to be received by or distributed to the holders of Common Stock of the Company,
        then the Holder of this Warrant shall have the right thereafter to receive,
        upon
        the exercise of the Warrant, the number of shares of common stock of the
        successor or acquiring corporation or of the Company, if it is the surviving
        corporation, and the Other Property receivable upon or as a result of such
        Change of Control by a holder of the number of shares of Common Stock into
        which
        this Warrant is exercisable immediately prior to such event. 

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

      


        
 (b) In
        case
        of any such Change of Control, the successor or acquiring corporation (if
        other
        than the Company) shall expressly assume the due and punctual observance
        and
        performance of each and every covenant and condition contained in this Warrant
        to be performed and observed by the Company and all of the Company’s obligations
        and liabilities hereunder, subject to such modifications as may be deemed
        appropriate (as determined in good faith by resolution of the Board of Directors
        of the Company) in order to provide for adjustments of shares of the Common
        Stock into which this Warrant is exercisable which shall be as nearly equivalent
        as practicable to the adjustments provided for in this Section 5.

      


      5.4 Other
        Action Affecting Common Stock.
        In case
        at any time or from time to time the Company shall take any action in respect
        of
        its Common Stock, then, unless such action will not have a materially adverse
        effect upon the rights of the holder of this Warrant, the number of shares
        of
        Common Stock or other stock into which this Warrant is exercisable and/or
        the
        purchase price thereof shall be adjusted in such manner as may be equitable
        in
        the circumstances.

      


         5.5 Certain
        Limitations.
        Notwithstanding anything herein to the contrary, the Company agrees not to
        enter
        into any transaction which, by reason of any adjustment hereunder, would
        cause
        the Per Share Purchase Price to be less than the par value per share of Common
        Stock.

      


      6. Notices
        to Warrant Holders.

      


         6.1. Certificate
        as to Adjustments.
        Upon
        the occurrence of each adjustment or readjustment of the Per Share Purchase
        Price, or the number of shares of Common Stock and the amount, if any, of
        other
        property which at the time would be received upon exercise of the Warrants
        owned
        by such Holder, the Company, at its expense, shall promptly compute such
        adjustment or readjustment in accordance with the terms hereof and prepare
        and
        furnish to the Holder of this Warrant a certificate setting forth such
        adjustment or readjustment and showing in detail the facts upon which such
        adjustment or readjustment is based. The Company shall, upon the written
        request
        at any time of the Holder of this Warrant, furnish or cause to be furnished
        to
        such Holder a like certificate setting forth (i) such adjustments and
        readjustments, (ii) the Per Share Purchase Price at the time in effect and
        (iii)
        the number of shares of Common Stock and the amount, if any, of other property
        which at the time would be received upon the exercise of Warrants owned by
        such
        Holder. 

      


      6.2. Notice
        of Corporate Action.
        If at
        any time:

      


      (a) the
        Company shall take a record of the holders of its Common Stock for the purpose
        of entitling them to receive a dividend or other distribution, or any right
        to
        subscribe for or purchase any evidences of its indebtedness, any shares of
        stock
        of any class or any other securities or property, or to receive any other
        right,
        or

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

      


      (b) there
        shall be any capital reorganization of the Company, any reclassification
        or
        recapitalization of the capital stock of the Company or any consolidation
        or
        merger of the Company with, or any sale, transfer or other disposition of
        all or
        substantially all the property, assets or business of the Company to, another
        corporation or other person, or

      


      (c) there
        shall be a voluntary or involuntary dissolution, liquidation or winding up
        of
        the Company; 

      


      then,
        in
        any one or more of such cases, the Company shall give to the Holder (i) at
        least
        15 days’ prior written notice of the record date selected for such dividend,
        distribution or right or for determining rights to vote in respect of any
        such
        reorganization, reclassification, merger, consolidation, sale, transfer,
        disposition, dissolution, liquidation or winding up, and (ii) in the case
        of any
        such reorganization, reclassification, merger, consolidation, sale, transfer,
        disposition, dissolution, liquidation or winding up, at least 15 days’ prior
        written notice of the date when the same shall take place. Such notice in
        accordance with the foregoing clause also shall specify (i) the date on which
        any such record is to be taken for the purpose of such dividend, distribution
        or
        right, the date on which the holders of Common Stock shall be entitled to
        any
        such dividend, distribution or right, and the amount and character thereof,
        and
        (ii) the date on which any such reorganization, reclassification, merger,
        consolidation, sale, transfer, disposition, dissolution, liquidation or winding
        up is to take place and the time, if any such time is to be fixed, as of
        which
        the holders of Common Stock shall be entitled to exchange their shares of
        Common
        Stock for securities or other property deliverable upon such reorganization,
        reclassification, merger, consolidation, sale, transfer, disposition,
        dissolution, liquidation or winding up. Each such written notice shall be
        sufficiently given if addressed to the Holder at the last address of the
        Holder
        appearing on the books of the Company and delivered in accordance with Section
        11. The failure to give any notice required by this Section 6.2 shall not
        invalidate any such corporate action.

      


      6.3. Notice
        to Stockholders.
        The
        Holder shall be entitled to the same rights to receive notice of corporation
        action as any holder of Common Stock.

      


      7. No
        Impairment.
        The
        Company shall not by any action, including, without limitation, amending
        its
        certificate of incorporation or through any reorganization, transfer of assets,
        consolidation, merger, dissolution, issue or sale of securities or any other
        voluntary action, avoid or seek to avoid the observance or performance of
        any of
        the terms 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 actions as may
        be
        necessary or appropriate to protect the rights of the Holder against impairment.
        Without limiting the generality of the foregoing, the Company will (a) not
        increase the par value of any shares of Common Stock receivable upon the
        exercise of this Warrant above the amount payable therefor upon such exercise
        immediately prior to such increase in par value, (b) take all such action
        as may
        be necessary or appropriate in order that the Company may validly and legally
        issue fully paid and nonassessable shares of Common Stock upon the exercise
        of
        this Warrant, and (c) use its best efforts to obtain all such authorizations,
        exemptions or consents from any public regulatory body having jurisdiction
        thereof as may be necessary to enable the Company to perform its obligations
        under this Warrant. Upon the request of the Holder, the Company will at any
        time
        during the period this Warrant is outstanding acknowledge in writing, in
        form
        satisfactory to the Holder, the continuing validity of this Warrant and the
        obligations of the Company hereunder.

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

      


      8. Limited
        Transferability.
        

      


      (a)
        The
        Holder represents that by accepting this Warrant 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. 

       

      (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
        Securities Act of 1933, as amended (the “Act”).
        The
        Holder agrees that this Warrant and any such securities may 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)
        This
        Warrant may not be sold, transferred, assigned or hypothecated for six (6)
        months from the date hereof except (i) to any firm or corporation that succeeds
        to all or substantially all of the business of Paramount Capital, Inc., (ii)
        to
        any of the officers, employees, associates or affiliated companies of Paramount
        Capital, Inc., or of any such successor firm, or (iii) in the case of an
        individual, pursuant to such individual’s last will and testament or the laws of
        descent and distribution, and is so transferable only upon the books of the
        Company which the Company 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.

      


      9. Loss,
        etc., of Warrant.
        Upon
        receipt of evidence 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.

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

      


      10. Status
        of Holder.
        This
        Warrant does not confer upon the Holder any right to vote or to consent to
        or
        receive notice as a stockholder of the Company, as such, in respect of any
        matters whatsoever, or any other rights or liabilities as a stockholder,
        prior
        to the exercise hereof.

      


      11. Notices.
        No
        notice or other communication under this Warrant shall be effective unless,
        but
        any notice or other communication shall be effective and shall be deemed
        to have
        been given if, the same is in writing and is mailed by first-class mail,
        postage
        prepaid, addressed to:

      


      If
        to the
        Holder: 787
        Seventh Avenue, 48th Floor,

       New
        York, NY 10019;
        or

       

      If
        to the
        Company: Velcera
        Pharmaceuticals, Inc. 

      
         
          201 Corporate Drive

        
           
            Langhorne, PA 19047

        

        
           
            Attn: Chief Executive Officer 

        

      

      


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

      


      13. Applicable
        Law.
        This
        Warrant shall be governed by and construed in accordance with the laws of
        the
        State of New York, without regard to principles of conflicts of law. The
        parties
        agree to settle any disputes through binding arbitration in the city, county
        and
        State of New York.

      


      14. Successors
        and Assigns.
        Subject
        to compliance with the provisions of Section 8, this Warrant and the rights
        evidenced hereby shall inure to the benefit of and be binding upon the
        successors of the Company and the successors and assigns of the Holder. The
        provisions of this Warrant are intended to be for the benefit of all Holders
        from time to time of this Warrant, and shall be enforceable by any such Holder,
        but nothing in this Warrant shall be construed to give any person or corporation
        or other entity, other than the Company and the Holder and their respective
        successors and assigns, any legal or equitable right, remedy or cause under
        this
        Warrant.

      


      Remainder
        of Page Left Intentionally Blank.

      


      Signature
        Page Follows.

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

       


      IN
        WITNESS WHEREOF, the Company has caused this Warrant to be signed by its
        duly
        authorized officer this ____ day of ___________, 2005.

       

      
        	 	 	 	 

                VELCERA
                  PHARMACEUTICALS, INC.:

              
	 	 	 	
                 

                 

              
	
              	 	 	
                
Dennis
                Steadman, Chief Executive
                Officer


      

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

       

      SUBSCRIPTION

      


      The
        undersigned, ___________________, pursuant to the provisions of the foregoing
        Warrant, hereby elects to exercise the within Warrant to the extent of
        purchasing ____________________ shares of Common Stock thereunder and hereby
        makes payment of $___________ by certified or official bank check in payment
        of
        the exercise price therefor.

      


      The
        undersigned hereby represents and warrants to the Company that the undersigned
        is acquiring the shares of the Company’s Common Stock pursuant to exercise of
        the within Warrant for investment purposes only. The undersigned hereby further
        acknowledges that the undersigned understands that such shares (a) have not
        been
        registered under the Securities Act of 1933, as amended, and are being issued
        to
        the undersigned by the Company in reliance upon the foregoing representation
        and
        warranty and (b) may not be resold except in accordance with the requirements
        of
        the Act, including Rule 144 thereunder, if applicable. The undersigned further
        consents to the placing of a legend on the certificates for the shares being
        purchased to the foregoing effect.

       

      
        	Dated:
                _______________	 	 	Signature:
                _____________________
	 	 	 	 
	
              	 	 	
                Address:
                  ______________________

              
	 	 	 	 


      

       

      ASSIGNMENT

      


      FOR
        VALUE
        RECEIVED _______________ hereby sells, assigns and transfers unto
        ____________________ 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.

       

      
        	Dated:
                _______________	 	 	Signature:
                _____________________
	 	 	 	 
	
              	 	 	
                Address:
                  ______________________

              
	 	 	 	 




      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      


      CASHLESS
        EXERCISE


      The
        undersigned ___________________, pursuant to the provisions of the foregoing
        Warrant, hereby elects to exchange its Warrant for ___________________ shares
        of
        Common Stock, par value $.001 per share, of Velcera Pharmaceuticals, Inc.
        pursuant to the Cashless Exercise provisions of the Warrant.

       

      
        	Dated:
                _______________	 	 	Signature:
                _____________________
	 	 	 	 
	
              	 	 	
                Address:
                  ______________________

              
	 	 	 	 


      

      


      PARTIAL
        ASSIGNMENT

      


      FOR
        VALUE
        RECEIVED _______________ hereby assigns and transfers unto ____________________
        the right to purchase _______ shares of the Common Stock, $.001 par value
        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
        that part of said Warrant on the books of Velcera Pharmaceuticals,
        Inc.

       

      
        	Dated:
                _______________	 	 	Signature:
                _____________________
	 	 	 	 
	
              	 	 	
                Address:
                  ______________________

              
	 	 	 	 


      

       

      
        
          
          

        

        
          11