<PAGE>   1

                                                                     EXHIBIT 4.5

NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE
EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR
THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE DISPOSED
OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FILED UNDER THE
SECURITIES ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND
IN COMPLIANCE WITH APPLICABLE STATE SECURITIES OR BLUE SKY LAWS.


                           NEOGENE TECHNOLOGIES, INC.

                                     WARRANT

                            Dated: December 18, 2000


        NeoGene Technologies, Inc., a California corporation (the "Company"),
hereby certifies that, for value received, Societe Generale, a bank organized
under the laws of France, or its registered assigns ("Holder"), is entitled,
subject to the terms set forth below, to purchase from the Company up to a total
of Nine Thousand Three Hundred Eighty-Seven (9,387) shares of the common stock,
no par value per share (the "Common Stock"), of the Company (each such share, a
"Warrant Share" and all such shares, the "Warrant Shares") at an exercise price
equal to $45.00 per share (as adjusted from time to time as provided in Section
7, the "Exercise Price"), at any time and from time to time from and after the
date hereof and through and including December 18, 2005 (the "Expiration Date"),
and subject to the following terms and conditions:

        1. Registration of Warrant. The Company shall register this Warrant upon
records to be maintained by the Company for that purpose (the "Warrant
Register"), in the name of the record Holder hereof from time to time. The
Company may deem and treat the registered Holder of this Warrant as the absolute
owner hereof for the purpose of any exercise hereof or any distribution to the
Holder, and for all other purposes, and the Company shall not be affected by
notice to the contrary.

        2. Registration of Transfers and Exchanges.

                (a) This Warrant or the Warrant Shares issued upon any exercise
hereof may only be transferred (i) pursuant to an effective registration
statement under the Securities Act, (ii) to the Company or (iii) pursuant to an
available exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act. In connection with any transfer of this
Warrant or any Warrant Shares, other than pursuant to an effective registration
statement or to the Company, the Company may require the transferor thereof to
provide to the Company an opinion of counsel to the transferor, the form and
substance of which opinion shall be reasonably satisfactory to the Company, to
the effect that such transfer may be made without registration under the
Securities Act. Holder agrees to the imprinting, so long as is required by
applicable securities laws, of a legend substantially similar to that first
above written on any New Warrant (as defined in Section 2(b) below). Any such
transferee shall agree by virtue of having a New Warrant registered in its name
in accordance with


<PAGE>   2

Section 2(b) below to be bound by the terms of this Warrant and shall have the
rights of Holder under this Warrant.

                (b) The Company shall register the transfer of any portion of
this Warrant in conformance with Section 2(a) on the Warrant Register, upon
surrender of this Warrant, with the Form of Assignment attached hereto duly
completed and signed, to the Company at the office specified in or pursuant to
Section 11. Upon any such registration or transfer, a new warrant to purchase
Common Stock, in substantially the form of this Warrant (any such new warrant, a
"New Warrant"), evidencing the portion of this Warrant so transferred shall be
issued to the transferee and a New Warrant evidencing the remaining portion of
this Warrant not so transferred, if any, shall be issued to the transferring
Holder. The acceptance of the New Warrant by the transferee thereof shall be
deemed the acceptance of such transferee of all of the rights and obligations of
a holder of a Warrant.

                (c) This Warrant is exchangeable, upon the surrender hereof by
the Holder to the office of the Company pursuant to Section 3(b), for one or
more New Warrants, evidencing in the aggregate the right to purchase the number
of Warrant Shares which may then be purchased hereunder.

        3. Duration and Exercise of Warrant.

                (a) This Warrant shall be exercisable by the then registered
Holder on any business day before 5:00 P.M., California time, at any time and
from time to time on or after the date hereof to and including the Expiration
Date. At 5:00 P.M., California time on the Expiration Date, the portion of this
Warrant not exercised prior thereto shall be and become void and of no value.

                (b) Subject to Sections 2(c) and 4, upon surrender of this
Warrant, with the Form of Election to Purchase attached hereto duly completed
and signed, to the Company at its address for notice set forth in Section 11 and
upon payment, if applicable, of the Exercise Price multiplied by the number of
Warrant Shares that the Holder intends to purchase hereunder, in the manner
provided hereunder, all as specified by the Holder in the Form of Election to
Purchase, the Company shall promptly, but in no event later than 3 business days
after the applicable Date of Exercise (as defined below), 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, a certificate for the Warrant
Shares issuable upon such exercise. Any person 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 Date of Exercise of this Warrant. Notwithstanding
the foregoing, subject to applicable law, in the event the Holder may resell
shares of Common Stock acquired upon exercise of this Warrant without
restriction pursuant to an effective registration statement or otherwise, the
Company shall cause the transfer agent with respect to its Common Stock, if such
transfer agent is then participating in the Depositary Trust Company ("DTC")
Fast Automated Securities Transfer ("FAST") program, to electronically transmit
the shares of Common Stock issuable to the Holder upon exercise of this Warrant
by crediting the account of the Holder's prime broker with DTC through DTC's
Deposit Withdrawal Agent Commission ("DWAC") system, within 3 business days
after exercise of this Warrant by the Holder.

                A "Date of Exercise" means the date on which the Company shall
have received (i) this Warrant (or any New Warrant, as applicable), with the
Form of Election to Purchase attached hereto (or attached to such New Warrant)
appropriately completed and duly signed, and (ii) payment,



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<PAGE>   3

if applicable, of the Exercise Price for the number of Warrant Shares so
indicated by the holder hereof to be purchased.

                (c) Subject to the limitations set forth in Section 3(d) below,
this Warrant shall be exercisable, either in its entirety or, from time to time,
for a portion of the number of Warrant Shares. If less than all of the Warrant
Shares which may be purchased under this Warrant are exercised at any time, the
Company shall issue or cause to be issued, at its expense, a New Warrant
evidencing the right to purchase the remaining number of Warrant Shares for
which no exercise has been evidenced by this Warrant.

                (d) This Warrant is issued together with shares of the Company's
Series B Preferred Stock (the "Preferred Shares") pursuant to the terms of that
certain Securities Purchase Agreement (the "Purchase Agreement"), dated as of
December 18, 2000, among the Company, NeoTherapeutics, Inc., a Delaware
corporation ("NeoTherapeutics"), and Societe Generale (the "Initial Holder").
Pursuant to the Purchase Agreement, the Initial Holder has the right in certain
circumstances to exchange all or a portion of the Preferred Shares for
convertible preferred stock of NeoTherapeutics. Upon the completion of any such
exchange, this Warrant shall be exercisable for a number of Warrant Shares equal
to one-half of the number of Warrant Shares for which this Warrant would
otherwise be exercisable (which amount shall be proportionately adjusted to
reflect any adjustments to the number of Warrant Shares issuable upon exercise
of this Warrant made pursuant to Section 7 below); provided, however, that if
less than all of the Preferred Shares are so exchanged, the number of Warrant
Shares for which this Warrant shall be exercisable shall equal (i) one-half of
the number of Warrant Shares for which this Warrant would otherwise be
exercisable plus (ii) a percentage of the other half of such number of Warrant
Shares equal to the percentage of Preferred Shares not so exchanged.

                (e) Prior to the exercise of this Warrant, the Holder shall not
be entitled to any rights as a stockholder of the Company with respect to the
Warrant Shares, including (without limitation) the right to vote such shares,
receive dividends or other distributions thereon or be notified of stockholder
meetings (except as otherwise set forth in Section 7(g) herein).

        4. Payment of Taxes. The Company will pay any documentary stamp taxes
attributable to the issuance of Warrant Shares upon the exercise of this
Warrant; provided, however, that the Company shall not be required to pay any
tax which may be payable in respect of any transfer involved in the registration
of any certificates for Warrant Shares or Warrants in a name other than that of
the Holder. The Holder shall be responsible for all other tax liability that may
arise as a result of holding or transferring this Warrant or receiving Warrant
Shares upon exercise hereof.

        5. Replacement of Warrant. If this Warrant is mutilated, lost, stolen or
destroyed, the Company shall issue or cause to be issued in exchange and
substitution for and upon cancellation hereof, or in lieu of and substitution
for this Warrant, a New Warrant, but only upon receipt of evidence reasonably
satisfactory to the Company of such loss, theft or destruction and indemnity, if
requested, reasonably satisfactory to it. Applicants for a New Warrant under
such circumstances shall also comply with such other reasonable regulations and
procedures and pay such other reasonable charges as the Company may prescribe.

        6. Reservation of Warrant Shares. The Company covenants that it will at
all times reserve and keep available out of its authorized but unissued Common
Stock, solely for the purpose of enabling it to issue Warrant Shares upon
exercise of this Warrant as herein provided, the number


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<PAGE>   4

of Warrant Shares which are then issuable and deliverable upon the exercise of
this entire Warrant, free from preemptive rights or any other actual contingent
purchase rights of persons other than the Holder (taking into account the
adjustments and restrictions of Section 7). The Company covenants that all
Warrant Shares that shall be 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 and issued, fully paid and nonassessable.

        7. Certain Adjustments. The Exercise Price and number of Warrant Shares
issuable upon exercise of this Warrant are subject to adjustment from time to
time as set forth in this Section 7.

                (a) If the Company, at any time while this Warrant is
outstanding, (i) shall pay a stock dividend (except scheduled dividends paid on
outstanding preferred stock as of the date hereof which contain a stated
dividend rate) or otherwise make a distribution or distributions on shares of
its Common Stock (or on any other class of capital stock and not the Common
Stock) payable in shares of Common Stock, (ii) subdivide outstanding shares of
Common Stock into a larger number of shares, or (iii) combine outstanding shares
of Common Stock into a smaller number of shares, the Exercise Price shall be
adjusted by multiplying the Exercise Price in effect immediately before such
event by a fraction of which the numerator shall be the number of shares of
Common Stock (excluding treasury shares, if any) outstanding before such event
and the denominator shall be the number of shares of Common Stock (excluding
treasury shares, if any) outstanding after such event. The number of Warrant
Shares issuable upon exercise of this Warrant shall be adjusted upon such
adjustment of the Exercise Price by multiplying the number of Warrant Shares
issuable upon exercise of this Warrant immediately prior to such adjustment by a
fraction of which the denominator shall be the number of shares of Common Stock
(excluding treasury shares, if any) outstanding before such event and the
numerator shall be the number of shares of Common Stock (excluding treasury
shares, if any) outstanding after such event. Any adjustment made pursuant to
this Section 7(a) shall become effective immediately after the record date for
the determination of stockholders entitled to receive such dividend or
distribution and shall become effective immediately after the effective date in
the case of a subdivision or combination, and shall apply to successive
subdivisions and combinations.

                (b) In case of any reclassification of the Common Stock or any
compulsory share exchange pursuant to which the Common Stock is converted into
other securities, cash or property, then the Holder shall have the right
thereafter to exercise this Warrant only into the shares of stock and other
securities and property receivable upon or deemed to be held by holders of
Common Stock following such reclassification or share exchange, and the Holder
shall be entitled upon such exercise to receive such amount of securities or
property equal to the amount of Warrant Shares such Holder would have been
entitled to had such Holder exercised this Warrant immediately prior to such
reclassification or share exchange. The terms of any such reclassification or
share exchange shall include such terms so as to continue to give to the Holder
the right to receive the securities or property set forth in this Section 7(b)
upon any exercise following any such reclassification or share exchange.

                (c) If the Company, at any time while this Warrant is
outstanding, shall distribute to all holders of Common Stock (and not to holders
of this Warrant) evidences of its indebtedness or assets or rights or warrants
to subscribe for or purchase any security (excluding those referred to in
Sections 7(a), (b) and (d) and other than with respect to rights granted
pursuant to a stockholders rights plan adopted by the Company), then in each
such case the Exercise Price shall be adjusted by multiplying the Exercise Price
in effect immediately prior to the record date fixed for determination


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<PAGE>   5

of stockholders entitled to receive such distribution by a fraction of which the
denominator shall be the fair market value of one Warrant Share determined in
accordance with Section 8(b) below as of the record date mentioned above, and of
which the numerator shall be such fair market value of one Warrant Share
determined in accordance with Section 8(b) below as of such record date less the
then fair market value at such record date of the portion of such assets or
evidence of indebtedness so distributed applicable to one outstanding share of
Common Stock as determined by the Company's independent certified public
accountants that regularly examine the financial statements of the Company (the
"Appraiser"). The number of Warrant Shares issuable upon exercise of this
Warrant shall be adjusted upon such adjustment of the Exercise Price by
multiplying the number of Warrant Shares issuable upon exercise of this Warrant
immediately prior to such adjustment by a fraction of which the numerator shall
be the fair market value of one Warrant Share determined in accordance with
Section 8(b) below as of the record date mentioned above and the denominator
shall be such fair market value of one Warrant Share determined in accordance
with Section 8(b) below as of such record date less the then fair market value
at such record date of the portion of such assets or evidence of indebtedness so
distributed applicable to one outstanding shares of Common Stock as determined
by the Appraiser.

                (d) In case of the closing of any (1) merger or consolidation of
the Company with or into another Person, or (2) sale by the Company of more than
one-half of the assets of the Company (on a book value basis) in one or a series
of related transactions, or (3) tender or other offer or exchange (whether by
the Company or another Person) pursuant to which holders of Common Stock are
permitted to tender or exchange their shares for other securities, stock, cash
or property of the Company or another Person; then the Holder shall have the
right thereafter to (A) exercise this Warrant for the shares of stock and other
securities, cash and property receivable upon or deemed to be held by holders of
Common Stock following such merger, consolidation or sale, and the Holder shall
be entitled upon exercise of this Warrant to receive such amount of securities,
cash and property as the Common Stock for which this Warrant could have been
exercised immediately prior to such merger, consolidation or sale would have
been entitled, or (B) in the event of an exchange or tender offer or other
transaction contemplated by clause (3) of this Section 7(d), tender or exchange
this Warrant for such securities, stock, cash and other property receivable upon
or deemed to be held by holders of Common Stock that have tendered or exchanged
their shares of Common Stock following such tender or exchange, and the Holder
shall be entitled upon such exchange or tender to receive such amount of
securities, cash and property as the shares of Common Stock for which this
Warrant could have been exercised immediately prior to such tender or exchange
would have been entitled as would have been issued. The terms of any such
merger, sale, consolidation, tender or exchange shall include such terms so as
continue to give the Holder the right to receive the securities, cash and
property set forth in this Section upon any conversion or redemption following
such event. This provision shall similarly apply to successive such events.

                (e) For the purposes of this Section 7, the number of shares of
Common Stock outstanding at any time shall be deemed to include the aggregate
maximum number of shares of Common Stock deliverable upon exercise, conversion
or exchange, as applicable (assuming the satisfaction of any conditions to
exercisability, convertibility or exchangeability, as applicable, including,
without limitation, the passage of time), of any options to purchase or rights
to subscribe for Common Stock, securities by their terms convertible into or
exchangeable for Common Stock or options to purchase or rights to subscribe for
such convertible or exchangeable securities then outstanding.


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<PAGE>   6

                (f) All calculations under this Section 7 shall be made to the
nearest cent or the nearest 1/100th of a share, as the case may be.

                (g) If:

                        (i)     the Company shall declare a dividend (or any
                                other distribution) on its Common Stock; or

                        (ii)    the Company shall declare a special nonrecurring
                                cash dividend on or a redemption of its Common
                                Stock; or

                        (iii)   the Company shall authorize the granting to all
                                holders of the Common Stock rights or warrants
                                to subscribe for or purchase any shares of
                                capital stock of any class or of any rights; or

                        (iv)    the approval of any stockholders of the Company
                                shall be required in connection with any
                                reclassification of the Common Stock of the
                                Company, any consolidation or merger to which
                                the Company is a party, any sale or transfer of
                                all or substantially all of the assets of the
                                Company, or any compulsory share exchange
                                whereby the Common Stock is converted into other
                                securities, cash or property; or

                        (v)     the Company shall authorize the voluntary
                                dissolution, liquidation or winding up of the
                                affairs of the Company,

then the Company shall cause to be mailed to each Holder at such Holder's last
address as it shall appear upon the Warrant Register, at least 15 calendar days
prior to the applicable record or effective date hereinafter specified, a notice
stating (x) the date on which a record is to be taken for the purpose of such
dividend, distribution, redemption, rights or warrants, or if a record is not to
be taken, the date as of which the holders of Common Stock of record to be
entitled to such dividend, distributions, redemption, rights or warrants are to
be determined or (y) the date on which such reclassification, consolidation,
merger, sale, transfer or share exchange is expected to become effective or
close, and the date as of which it is expected that holders of Common Stock of
record shall be entitled to exchange their shares of Common Stock for
securities, cash or other property deliverable upon such reclassification,
consolidation, merger, sale, transfer, share exchange, dissolution, liquidation
or winding up; provided, however, that the failure to mail such notice or any
defect therein or in the mailing thereof shall not affect the validity of the
corporate action required to be specified in such notice.

        8. Payment of Exercise Price. The Holder shall pay the Exercise Price in
one of the following manners:

                (a) Cash Exercise. The Holder may deliver immediately available
funds by certified check or bank draft payable to the order of the Company or by
wire transfer to an account designated by the Company; or

                (b) Cashless Exercise. The Holder may surrender this Warrant to
the Company together with a notice of cashless exercise, in which event the
Company shall issue to the Holder the number of Warrant Shares determined as
follows:


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<PAGE>   7

                             X = Y (A - B)
                                 ---------
                                      A

Where          X = The number of Warrant Shares to be issued to the Holder.

               Y = The number of Warrant Shares with respect to which this
                   Warrant is being exercised.

               A = The fair market value of one Warrant Share on the Date of
                   Exercise.

               B = The Exercise Price.

                        For purposes of this Section 8(b), the "fair market
value" of one Warrant Share on the Date of Exercise shall mean:

                        (i) if the exercise is in connection with an initial
public offering of the Company's Common Stock, and if the Company's registration
statement relating to such public offering has been declared effective by the
Securities and Exchange Commission, then the fair market value per share shall
be the initial "Price to Public" specified in the final prospectus with respect
to the offering;

                        (ii) if this Warrant is exercised after, and not in
connection with, the Company's initial public offering of its Common Stock, and
if the Company's Common Stock is traded on a securities exchange or The Nasdaq
Stock Market or actively traded over-the-counter:

                                (A) if the Company's Common Stock is traded on a
securities exchange or The Nasdaq Stock Market, the fair market value shall be
deemed to be the average of the closing sale prices of the Common Stock for the
five (5) trading days immediately prior to (but not including) the Date of
Exercise; or

                                (B) if the Company's Common Stock is actively
traded over-the-counter, the fair market value shall be deemed to be average of
the closing bid or, if the closing bid is not reported, the closing sales price
for the five (5) trading days immediately prior to (but not including) the Date
of Exercise; or

                        (iii) if neither (i) nor (ii) is applicable, the fair
market value of one Warrant Share shall be at the highest price per share which
the Company could obtain on the date of calculation from a willing buyer (not a
current employee or director) for shares of Common Stock sold by the Company,
from authorized but unissued shares, as determined in good faith by the Board of
Directors, unless the Company is at such time subject to an acquisition
including the sale, conveyance or disposal of all or substantially all of the
Company's property or business or the Company's merger into or consolidation
with any other corporation (other than a wholly-owned subsidiary corporation) or
any other transaction or series of related transactions in which more than fifty
percent (50%) of the voting power of the Company is disposed of, other than a
merger effected exclusively for the purpose of changing the domicile of the
Company, in which case the fair market value of one Warrant Share shall be
deemed to be the value received by the holders of Common Stock pursuant to such
acquisition.

        9. Fractional Shares. The Company shall not be required to issue or
cause to be issued fractional Warrant Shares on the exercise of this Warrant.
The number of full Warrant Shares which


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<PAGE>   8

shall be issuable upon the exercise of this Warrant shall be computed on the
basis of the aggregate number of Warrant Shares purchasable on exercise of this
Warrant so presented. If any fraction of a Warrant Share would, except for the
provisions of this Section 9, be issuable on the exercise of this Warrant, the
Company shall pay an amount in cash equal to the Exercise Price multiplied by
such fraction.

        10. Certain Exercise Restrictions. Notwithstanding any other provision
of this Warrant, as of any date prior to the Expiration Date, the aggregate
number of shares of Common Stock with respect to which this Warrant may be
exercised, together with any other shares of Common Stock then beneficially
owned (as defined in the Securities Exchange Act of 1934, as amended) by the
Holder and its affiliates, shall not exceed 4.9% of the total outstanding shares
of Common Stock as of such date. The Company shall have no obligation to monitor
compliance with the foregoing limitation.

        11. Notices. Any and all notices or other communications or deliveries
hereunder shall be in writing and shall be deemed given and effective on the
earliest of (i) the date of transmission, if such notice or communication is
delivered via facsimile at the facsimile telephone number specified in this
Section prior to 5:00 p.m. (California time) on a business day, (ii) the
business day after the date of transmission, if such notice or communication is
delivered via facsimile at the facsimile telephone number specified in this
Section later than 5:00 p.m. (California time) on any date and earlier than
11:59 p.m. (California time) on such date, (iii) the business day following the
date of mailing, if sent by nationally recognized overnight courier service, or
(iv) upon actual receipt by the party to whom such notice is required to be
given. The addresses for such communications shall be: (i) if to the Company, to
157 Technology Drive, Irvine, CA 92618, Attention: Chief Financial Officer, or
to facsimile no. (949) 788-6706, with a copy to Latham & Watkins, 650 Town
Center Drive, Suite 2000, Costa Mesa, California 92626, attention Alan W.
Pettis, Esq., or (ii) if to the Holder, to the Holder at the address or
facsimile number appearing on the Warrant Register or such other address or
facsimile number as the Holder may provide to the Company in accordance with
this Section 11, with a copy to Jones, Day, Reavis & Pogue, 599 Lexington
Avenue, New York, New York 10022, attention J. Eric Maki, Esq.

        12. Warrant Agent. The Company shall serve as warrant agent under this
Warrant. The Company may appoint a new warrant agent upon notice to the Holder
in accordance with Section 11. Any corporation into which the Company may be
merged or any corporation resulting from any consolidation to which the Company
shall be a party or any corporation to which the Company transfers substantially
all of its corporate assets shall be a successor warrant agent under this
Warrant without any further act. Any such successor warrant agent shall promptly
cause notice of its succession as warrant agent to be mailed (by first class
mail, postage prepaid) to the Holder at the Holder's last address as shown on
the Warrant Register.

        13. Miscellaneous.

                (a) This Warrant shall be binding on and inure to the benefit of
the parties hereto and their respective successors and permitted assigns. This
Warrant may be amended only in writing signed by the Company and the Holder and
their successors and assigns.

                (b) Subject to Section 13(a), above, nothing in this Warrant
shall be construed to give to any person or corporation other than the Company
and the Holder any legal or equitable right,


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<PAGE>   9

remedy or cause under this Warrant. This Warrant shall inure to the sole and
exclusive benefit of the Company and the Holder.

                (c) This Warrant shall be governed by and construed and enforced
in accordance with the internal laws of the State of New York, without regard to
the principles of conflicts of law thereof. The Company and the Holder hereby
irrevocably submit to the exclusive jurisdiction of the state and federal courts
sitting in the City of New York, Borough of Manhattan, for the adjudication of
any dispute hereunder or in connection herewith or with any transaction
contemplated hereby or discussed herein, and hereby irrevocably waive, and agree
not to assert in any suit, action or proceeding, any claim that it is not
personally subject to the jurisdiction of any such court, or that such suit,
action or proceeding is improper. Each of the Company and the Holder hereby
irrevocably waives personal service of process and consents to process being
served in any such suit, action or proceeding by receiving a copy thereof sent
to the Company at the address in effect for notices to it under this instrument
and agrees that such service shall constitute good and sufficient service of
process and notice thereof. Nothing contained herein shall be deemed to limit in
any way any right to serve process in any manner permitted by law.

                (d) The headings herein are for convenience only, do not
constitute a part of this Warrant and shall not be deemed to limit or affect any
of the provisions hereof.

                (e) In case any one or more of the provisions of this Warrant
shall be invalid or unenforceable in any respect, the validity and
enforceability of the remaining terms and provisions of this Warrant shall not
in any way be affected or impaired thereby and the parties will attempt in good
faith to agree upon a valid and enforceable provision which shall be a
commercially reasonable substitute therefor, and upon so agreeing, shall
incorporate such substitute provision in this Warrant.

                     [Remainder of page intentionally blank]


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<PAGE>   10

                IN WITNESS WHEREOF, the Company has caused this Warrant to be
duly executed by its authorized officer as of the date first indicated above.



                                            NEOGENE TECHNOLOGIES, INC.


                                            By: /s/ Samuel Gulko
                                               ---------------------------------
                                               Samuel Gulko
                                               Chief Financial Officer


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<PAGE>   11

                          FORM OF ELECTION TO PURCHASE

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

To NeoGene Technologies, Inc.:

                In accordance with the Warrant enclosed with this Form of
Election to Purchase, the undersigned hereby irrevocably elects to purchase
__________ shares of the common stock ("Common Stock"), no par value per share,
of NeoGene Technologies, Inc. and if such Holder is not utilizing the Cashless
Exercise provisions set forth in the Warrant, encloses herewith $__________ in
cash, certified or official bank check or checks, which sum represents the
aggregate Exercise Price (as defined in the Warrant) for the number of shares of
Common Stock to which this Form of Election to Purchase relates, together with
any applicable taxes payable by the undersigned pursuant to the Warrant.

                The undersigned requests that certificates for the shares of
Common Stock issuable upon this exercise be issued in the name of

                                            PLEASE INSERT SOCIAL SECURITY OR
                                            TAX IDENTIFICATION NUMBER

                                            ------------------------------------


--------------------------------------------------------------------------------
                         (Please print name and address)

                If the number of shares of Common Stock issuable upon this
exercise shall not be all of the shares of Common Stock which the undersigned is
entitled to purchase in accordance with the enclosed Warrant, the undersigned
requests that a New Warrant (as defined in the Warrant) evidencing the right to
purchase the shares of Common Stock not issuable pursuant to the exercise
evidenced hereby be issued in the name of and delivered to:


--------------------------------------------------------------------------------
                         (Please print name and address)

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------


<PAGE>   12

Dated:  __________, ____                    Name of Holder:

                                            (Print)
                                                   -----------------------------

                                            (By:)
                                                 -------------------------------

                                            (Name:)
                                            (Title:)
                                            (Signature must conform in all
                                            respects to name of holder as
                                            specified on the face of the
                                            Warrant)


<PAGE>   13

                               FORM OF ASSIGNMENT

           [To be completed and signed only upon transfer of Warrant]

                FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto ____________________ the right represented by the Warrant
enclosed with this Form of Assignment to purchase __________ shares of the
common stock of NeoGene Technologies, Inc. to which the Warrant relates and
appoints ____________________ attorney to transfer said right on the books of
NeoGene Technologies, Inc. with full power of substitution in the premises.


Dated:  __________, ____


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


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                                            Address of Transferee

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In the presence of:


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