EXHIBIT 10.2


 


THE SECURITIES REPRESENTED
HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”).  SUCH SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF
REGISTRATION OR AN EXEMPTION THEREFROM. RIGEL PHARMACEUTICALS, INC. MAY REQUIRE
AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO IT THAT A PROPOSED TRANSFER OR
SALE IS IN COMPLIANCE WITH THE ACT.


 


THE SALE, TRANSFER OR VOTING OF
THE SECURITIES REPRESENTED HEREBY IS RESTRICTED BY THE TERMS OF A SECOND
INVESTOR RIGHTS AGREEMENT BY AND AMONG RIGEL PHARMACEUTICALS, INC. AND THE
INVESTORS NAMED THEREIN. COPIES OF THE AGREEMENT MAY BE OBTAINED AT NO COST BY
WRITTEN REQUEST MADE BY THE HOLDERS OF RECORD OF THIS CERTIFICATE TO THE SECRETARY
OF RIGEL PHARMACEUTICALS, INC. AT THE PRINCIPAL EXECUTIVE OFFICES OF RIGEL
PHARMACEUTICALS, INC.


 


RIGEL PHARMACEUTICALS, INC.


 


COMMON
STOCK PURCHASE WARRANT


 


	
  Warrant No. CS-[      ]

  	
   

  	
  [           ]
  Shares

  
	
  [                            ,]
  2003

  	
   

  	
   

  



 


1.              Issuance.  For value received, this Warrant is issued
to [Holder], by Rigel Pharmaceuticals, Inc.,
a Delaware corporation (hereinafter with its successors called the “Company”),
pursuant to the terms and conditions of that certain Common Stock and Warrant
Purchase Agreement, dated as of April 29, 2003, by and among the Company and
the investors listed on Schedule A thereto (the “Purchase Agreement”).


 


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
[            (            )]
[To be 20% of the Holder’s shares under the
Purchase Agreement] 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 $0.64 (the “Warrant Price”).  Until such time as this Warrant is exercised
in full or expires, the Warrant 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 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 (as defined below) may be
paid: (i) by certified or bank check or by wire transfer of immediately
available funds to an account designated by the Company; (ii) by the surrender
by the Holder to the Company of any promissory notes or other obligations
issued by the Company, with all such notes and obligations 


 


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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; (iii) exercise of the “net
issue election” right provided for in Section 4; or (iv) by any combination of
the foregoing. The “Purchase Price”
shall mean the amount equal to the then applicable Warrant Price multiplied by
the number of Shares then being purchased.


 


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
Warrant 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; Early Termination.  This Warrant or any Successor Warrant (as
defined in Section 10 below) shall expire on the close of business on
[           
   ,] 2008 [to be the fifth
anniversary of the date of issuance] (the “Expiration Date”), and shall be void
thereafter.


 


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.  If at any time prior to the Expiration Date the number of
authorized but unissued shares of Common Stock shall not be sufficient to
permit exercise of this Warrant, the Company shall take such corporate action
as may, in the opinion of its counsel, be necessary to increase its authorized but
unissued shares of Common Stock  to such
number of shares as shall be sufficient for such purposes. 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, combine the Common Stock
or issue additional shares of Common Stock in payment of a stock dividend on
the Common Stock, then the number of Shares issuable upon 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 Warrant 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 that 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 Warrant 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.


 


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(b)          For the purposes of this
Section 10, 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), 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), or
any sale or conveyance to another corporation or other business organization of
all or substantially all of the assets of the Company


 


11.       Certificate of Adjustment. Whenever
the Warrant 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 Warrant Price after such adjustment and setting forth a brief
statement of the facts requiring such adjustment.


 


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


 


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


 


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


 


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


then in each such event the Company will provide or cause to be
provided to the Holder a written notice thereof.  Such notice shall be provided at least 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 the
Holder’s rights or by general equity principals or public policy concerns.


 


(b)          The Shares 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.


 


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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 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:


 


(a)          The Holder is an
“accredited investor” as defined in Regulation D under the Securities Act of
1933, as amended (the “Securities Act”),
and the Holder is knowledgeable, sophisticated and experienced in making, and
is qualified to make decisions with respect to, investments in shares presenting an investment
decision like that involved in the purchase of the Shares and the Warrant,
including investments in securities issued by the Company and investments in
comparable companies, and has requested, received, reviewed and considered all
information it deemed relevant in making an informed decision to purchase the
Warrant;


 


(b)          The Holder is acquiring
the Warrant in the ordinary course of its business and for its own account for
investment only and with no present intention of distributing the Warrant or
any of the Shares or any arrangement or understanding with any other persons
regarding the distribution of the Warrant or the Shares; and


 


(c)          The Holder will not,
directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of
(or solicit any offers to buy, purchase or otherwise acquire or take a pledge
of) the Warrant or any of the Shares except in compliance with the Securities
Act, applicable state securities laws and the respective rules and regulations
promulgated thereunder.


 


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 and any other contractual
restrictions between the Company and the Holder contained in the Purchase
Agreement or that certain Second Investor Rights Agreement, dated as of the
date hereof, by and among the Company and the investors named therein, 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, 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.


 


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(c)          The Company acknowledges
and agrees that an opinion of counsel shall not be required upon the transfer
by the Holder of any securities to an “Affiliate” (as defined in Rule 12b-2 of
the rules and regulations promulgated under the Securities and Exchange Act of
1934, as amended) of such Holder.


 


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


 


“THE SHARES
REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”).  SUCH SHARES MAY NOT BE SOLD OR TRANSFERRED
IN THE ABSENCE OF REGISTRATION OR AN EXEMPTION THEREFROM. RIGEL
PHARMACEUTICALS, INC. MAY REQUIRE AN OPINION OF COUNSEL REASONABLY ACCEPTABLE
TO IT THAT A PROPOSED TRANSFER OR SALE IS IN COMPLIANCE WITH THE ACT.”


 


“THE SALE,
TRANSFER OR VOTING OF THE SHARES REPRESENTED BY THIS CERTIFICATE IS RESTRICTED
BY THE TERMS OF A SECOND INVESTOR RIGHTS AGREEMENT BY AND AMONG RIGEL
PHARMACEUTICALS, INC. AND THE INVESTORS NAMED THEREIN. COPIES OF THE AGREEMENT
MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDERS OF RECORD OF
THIS CERTIFICATE TO THE SECRETARY OF RIGEL PHARMACEUTICALS, INC. AT THE
PRINCIPAL EXECUTIVE OFFICES OF RIGEL PHARMACEUTICALS, INC.”


 


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Any certificate for any Shares
issued at any time in exchange or substitution for any certificate for any Shares
bearing such legends (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 legends
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 legends and all subsequent holders of this Warrant, if any.


 


18.       Rights of the Holder.  The 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 the
Holder are limited to those expressed in this Warrant.  Nothing contained in this Warrant shall be
construed as conferring upon the Holder hereof the right to vote, 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.       No Impairment.  The Company will not, by amendment of its
Amended and Restated Certificate of Incorporation 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.


 


20.       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.


 


21.       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.


 


22.       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 that is not a
Saturday or Sunday or such a legal holiday.


 


23.       Severability.  If one
or more provisions of this Warrant are held to be unenforceable under
applicable law, such provision shall be excluded from this Warrant, and the
balance of the Warrant shall be interpreted as if such provision were so
excluded and shall be enforceable in accordance with its terms.


 


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


 


 


	
   

  	
  Company:  

  
	
   

  	
   

  
	
   

  	
  Rigel Pharmaceuticals, Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  
					



 


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Notice of Exercise


 


(1)                                  The undersigned hereby:


 


[          ]                                  elects
to purchase
             
shares of Common Stock of the Company pursuant to the terms of the attached
Warrant, and tenders herewith payment of the purchase price of such shares in
full, together with all applicable transfer taxes, if any.


 


[          ]                                  elects
to exercise its net issuance rights pursuant to Section 4 of the attached
Warrant with respect to
             
shares of Common Stock, and shall tender payment of all applicable transfer
taxes, if any.


 


(2)                                  Please issue a
certificate or certificates representing said shares of Common Stock in the
name of the undersigned or in such other name as is specified below:


 




	
   

  
	
  (Name)

  
	
   

  
	
   

  
	
   

  
	
   

  
	
  (Address)

  






 


(3)                                  The undersigned
represents that the aforesaid shares are being acquired for the account of the
undersigned for investment and not with a view to, or for resale in connection
with, the distribution thereof
and that the undersigned has no present intention of distributing or reselling
such shares, all except as in compliance with applicable securities laws. 


 


	
   

  	
   

  	
   

  
	
  (Date)

  	
  (Signature)

  
	
   

  	
   

  
	
   

  	
  (Print name)

  



 


 

















 


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: