exv4w3



 






Exhibit 4.3




EXHIBIT D



THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH
A VIEW TO, OR IN CONNECTION WITH, THE SALE AND DISTRIBUTION THEREOF, AND HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY STATE SECURITIES LAWS.
SUCH SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION
OF COUNSEL IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED
DUE TO AN EXEMPTION THEREFROM UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS.




WARRANT TO PURCHASE




140,000 SHARES OF SERIES B PREFERRED STOCK OF




VOLCANO THERAPEUTICS, INC.




(Void
after March 31, 2011)



This certifies that VENTURE LENDING & LEASING III, LLC, a Delaware limited liability company, or
assigns (the “Holder”), for value received, is entitled to purchase from Volcano Therapeutics,
Inc., a Delaware corporation (the “Company”), 140,000 fully paid and nonassessable shares of the
Company’s Series B Preferred Stock (“Preferred Stock”) for cash at a price of $3.00 per share (the
“Stock Purchase Price”) at any time or from time to time up to and including 5:00 p.m. (Pacific
time) on December 31, 2014 (the “Expiration Date”), upon surrender to the Company at its principal
office at 2870 Kilgore Road, Rancho Cordova, California 95670, (or at such Other location as the
Company may advise Holder in writing) of this Warrant properly endorsed with the Form of
Subscription attached hereto duly filled in and signed and upon payment in cash or by check of the
aggregate Stock Purchase Price for the number of shares for which this Warrant is being exercised
determined in accordance with the provisions hereof. The Stock Purchase Price and the number of
shares purchasable hereunder are subject to adjustment as provided in
Section 4 of this Warrant.



This Warrant is subject to the following terms and conditions:




     1. Exercise;
Issuance of Certificates; Payment for Shares.



          (a) Unless an election is made pursuant to clause (b) of this Section 1, this Warrant
shall be exercisable at the option of the Holder, at any time or from time to time, on or before
the Expiration Date for all or any portion of the shares of Preferred Stock (but not for a fraction
of a share) which may be purchased hereunder for the Stock Purchase Price multiplied by the number
of shares to be purchased. In the event, however, that pursuant to the Company’s Certificate of
Incorporation, as amended, an event causing automatic conversion of the Company’s Preferred Stock
shall have occurred prior to the exercise of this Warrant, in whole or in part, then this Warrant
shall be exercisable for the number of shares of Common Stock of the Company into which the
Preferred Stock not purchased upon any prior exercise of this Warrant would have been so converted
(and, where the context requires, reference to “Preferred Stock” shall be deemed to be or include
such Common Stock, as may be appropriate). The Company agrees that the shares of Preferred Stock
purchased under this Warrant shall be and are deemed to be issued to the Holder hereof as the
record owner of such shares as of the close of business on the date on which the form of
subscription shall have been delivered and payment made for such shares. Subject to he provisions
of Section 2, certificates for the shares of Preferred Stock so purchased, together with any other
securities or property to which the Holder hereof is entitled upon such exercise, shall be
delivered to the Holder hereof by the Company at the Company’s expense within a reasonable time
after the rights represented by this Warrant have been so exercised. Except as provided in clause
(b) of this Section 1, in case of a purchase of less than all the shares which may be purchased
under this Warrant, the Company shall cancel this Warrant and execute and deliver a new Warrant or
Warrants of like tenor for the balance of the shares purchasable under this Warrant surrendered
upon such purchase





 









 







to the Holder hereof within a reasonable time. Each stock certificate so delivered shall be in
such denominations of Preferred Stock as may be requested by the Holder hereof and shall be
registered in the name of such Holder or such other name as shall be designated by such Holder,
subject to the limitations contained in Section 2.




          (b) The Holder, in lieu of exercising this Warrant by the cash payment of the Stock
Purchase Price pursuant to clause (a) of this Section 1, may elect, at any time on or before the
Expiration Date, to surrender this Warrant and receive that number of shares of Preferred Stock
equal to the quotient of: (i) the difference between(A) the Per Share Price (as hereinafter
defined) of the Preferred Stock, less (B) the Stock Purchase
Price then in effect, multiplied by the
number of shares of Preferred Stock the Holder would otherwise have
been entitled to purchase
hereunder pursuant to clause (a) of this Section 1 (or such lesser number of shares as the Holder
may designate in the case of a partial exercise of this Warrant); over (ii) the Per Share Price.
Election to exercise under this section (b) may be made by delivering a signed form of subscription
to the Company via facsimile, to be followed by delivery of this Warrant.




          (c) For purposes of clause (b) of this Section 1, “Per Share Price” means the product of:
(i) the greater of (A) the closing price of the securities issuable upon conversion of the Preferred
Stock, as quoted by NASDAQ or listed on any exchange, whichever is applicable, as published in the
Western Edition of The Wall Street Journal for the trading day immediately prior to the date
of the Holder’s election hereunder or, (B) if applicable at the time of or in connection with the
exercise under clause (b) of this Section 1, the gross
sales price of one share of the Company’s
Common Stock pursuant to a registered public offering or that amount
which stockholders of the
Company will receive for each share of Common Stock pursuant to a
merger, reorganization or sale of
assets; and (ii) that number of shares of Common Stock into which each share of Preferred Stock
is convertible. If the securities issuable upon conversion of the Preferred Stock are not quoted by
NASDAQ or listed on an exchange and none of the above clauses apply, the Per Share Price of the
Preferred Stock (or the equivalent number of shares of Common Stock into which such Preferred Stock
is convertible)If the shares are not regularly traded in a public market, the Board of Directors of
the Company shall determine fair market value in its reasonable good faith judgment. The foregoing
notwithstanding, if Holder advises the Board of Directors in writing
that Holder disagrees with such
determination, then the Company and Holder shall promptly agree upon a
reputable investment banking
firm to undertake such valuation. If the valuation conclusion of such investment banking firm is
greater than 120% of the valuation determined by the Board of Directors, then all fees and expenses
of such investment banking firm shall be paid by the Company. In all other circumstances, such fees
and expenses shall be paid by Holder.




     2. Limitation
on Transfer.



          (a) This Warrant and the Preferred Stock shall not be transferable except upon the
conditions specified in this Section 2, which conditions are intended to insure compliance with the
provisions of the Securities Act. Each holder of this Warrant or the Preferred Stock issuable
hereunder will cause any proposed transferee of the Warrant or Preferred Stock to agree to take and
hold such securities subject to the provisions and upon the conditions specified in this Section 2.
Notwithstanding the foregoing and any other provision of this Section 2, Holder may freely transfer
all or part of this Warrant or the shares issuable upon exercise of this Warrant (or the securities
issuable, directly or indirectly, upon conversion of the shares, if any) at any time to any lender
transferee of a portion of the loan commitment of Venture Lending & Leasing III, Inc. under the
Loan Agreement, by giving the Company notice of the portion of the Warrant being transferred
setting forth the name, address and taxpayer identification number of the transferee and
surrendering this Warrant to the Company for reissuance to the transferees(s) (and Holder, if
applicable).




          (b) Each certificate representing (i) this Warrant, (ii) the Preferred Stock, (iii)
shares of the Company’s Common Stock issued upon conversion of the Preferred Stock and (iv) any
other securities issued in respect to the Preferred Stock or Common Stock issued upon conversion of
the Preferred Stock upon any stock split, stock dividend, recapitalization, merger, consolidation
or similar event, shall (unless otherwise permitted by the provisions of this Section 2 or unless
such securities have been registered under the Securities Act or sdd under Rule










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144) be stamped or otherwise imprinted with a legend substantially in the following form (in
addition to any legend required under applicable state securities laws):



THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A
VIEW TO, OR IN CONNECTION WITH, THE SALE AND DISTRIBUTION THEREOF, AND HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OR ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD OR
TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION OF COUNSEL IN A FORM REASONABLY
ACCEPTABLE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED DUE TO AN EXEMPTION THEREFROM
UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS.




          (c) The Holder of this Warrant and each person to whom this Warrant is subsequently
transferred represents and warrants to the Company (by acceptance of such transfer) that it will
not transfer this Warrant (or securities issuable upon exercise hereof unless a registration
statement under the Securities Act was in effect with respect to such securities at the time of
issuance thereof) except pursuant to (i) an effective registration statement under the Securities
Act, (ii) Rule 144 under the Securities Act (or any other rule under the Securities Act relating
to the disposition of securities), or (iii) an opinion of counsel, reasonably satisfactory to
counsel for the Company, that an exemption from such registration is available.




     3. Shares
to be Fully Paid; Reservation of Shares. The Company covenants and agrees
that all shares of Preferred Stock which may be issued upon the exercise of the rights represented
by this Warrant will, upon issuance, be duly authorized, validly issued, fully paid and
nonassessable and free from all preemptive rights of any stockholder and free of all taxes, liens
and charges with respect to the issue thereof. The Company further
covenants and agrees that during
the period within which the rights represented by this Warrant may be
exercised, the Company will at
all times have authorized and reserved, for the purpose of issue or transfer upon exercise of the
subscription rights evidenced by this Warrant, a sufficient number of shares of authorized but
unissued Preferred Stock, or other securities and property, when and as required to provide for the
exercise of the rights represented by this Warrant. The Company will take all such action as may be
necessary to assure that such shares of Preferred Stock may be issued as provided herein without
violation of any applicable law or regulation, or of any requirements
of any domestic securities
exchange upon which the Preferred Stock may be listed. The Company
will not take any action which
would result in any adjustment of the Stock Purchase Price (as defined in Section 4 hereof) (i) if
the total number of shares of Preferred Stock issuable after such action upon exercise of all
outstanding warrants, together with all shares of Preferred Stock then outstanding and all shares of
Preferred Stock then issuable upon exercise of all options and upon the conversion of all
convertible securities then outstanding, would exceed the total
number of shares of Preferred Stock
then authorized by the Company’s Certificate of Incorporation,
(ii) if the total number of shares of
Common Stock issuable after such action upon the conversion of all such shares of Preferred
Stock together with all shares of Common Stock then outstanding and then issuable upon exercise of
all options and upon the conversion of all convertible securities
then outstanding would exceed the
total number of shares of Common Stock then authorized by the Company’s Certificate of Incorporation
or (iii) if the par value per share of the Preferred Stock would exceed the Stock Purchase Price.



     4. Adjustment
of Stock Purchase Price and Number of Shares. The Stock Purchase Price
and the number of shares purchasable upon the exercise of this Warrant shall be subject to
adjustment from time to time upon the occurrence of certain events described in this Section 4. Upon
each adjustment of the Stock Purchase Price, the Holder of this Warrant shall thereafter be entitled
to purchase, at the Stock Purchase Price resulting from such adjustment, the number of shares
obtained by multiplying the Stock Purchase Price in effect
immediately prior to such adjustment by
the number of shares purchasable pursuant hereto immediately prior to
such adjustment, and dividing
the product thereof by the Stock Purchase Price resulting from such adjustment.



          4.1
Subdivision or Combination of Stock. In case the Company shall at any time
subdivide its outstanding shares of Preferred Stock into a greater number of shares, the Stock
Purchase Price in effect immediately prior to such subdivision shall be proportionately reduced,
and conversely, in case the outstanding shares of Preferred Stock of the Company shall be combined
into a smaller number of shares, the Stock Purchase Price in effect immediately prior to such
combination shall be proportionately increased.




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          4.2
Dividends in Preferred Stock, Other Stock, Property,
Reclassification. If
at any time or from time to time the holders of Preferred Stock (or any shares of stock or
other securities at the time receivable upon the exercise of this Warrant) shall have received
or become entitled to receive, without payment therefor,




               (a) Preferred Stock, or any shares of stock or other securities whether or
not such securities are at any time directly or indirectly convertible into or exchangeable for
Preferred Stock, or any rights or options to subscribe for, purchase or otherwise acquire any
of the foregoing by way of dividend or other distribution, or



               (b) any cash paid or payable otherwise than as a cash dividend, or



               (c) Preferred Stock or other or additional stock or other securities or
property(including cash) by way of spin off, split-up, reclassification, combination of shares
or similar corporate rearrangement, (other than shares of Preferred Stock issued as a stock
split, adjustments in respect of which shall be covered by the terms of Section 4.1 above),


Then and in each such case, the Holder hereof shall, upon the exercise of this Warrant, be
entitled to receive, in addition to the number of shares of Preferred Stock receivable
thereupon, and without payment of any additional consideration therefore, the amount of stock
and other securities and property (including cash in the cases referred to in clauses (b) and
(c) above) which such Holder would hold on the date of such exercise had he been the holder of
record of such Preferred Stock as of the date on which holders of Preferred Stock received or
became entitled to receive such shares and/or all other additional stock and other securities
and property.




          4.3
Reorganization, Reclassification, Consolidation, Merger or
Sale. If any
capital reorganization of the capital stock of the Company, or any consolidation or merger of
the Company with another corporation, or the sale of all or substantially all of its assets to
another corporation shall be effected in such a way that holders of Preferred Stock shall be
entitled to receive stock, securities or assets with respect to or in
exchange for Preferred
Stock (“Corporate Event”), then, as a condition of such Corporate Event, lawful and
adequate provisions shall be made whereby the Holder hereof shall
thereafter have the right to
purchase and receive (in lieu of the shares of the Preferred Stock of the Company immediately
theretofore purchasable and receivable upon the exercise of the rights represented hereby) such
shares of stock, securities or assets as may be issued or payable
with respect to or in
exchange for a number of outstanding shares of such Preferred Stock equal to the number of
shares of such stock immediately theretofore purchasable and receivable upon the exercise of
the rights represented hereby; provided, however, in the event that (1) the per share
consideration receivable for each outstanding share of Preferred Stock in such Corporate Event
is at least three (3) times the Stock Purchase Price in effect
immediately prior to such
Corporate Event, (2) any shares of stock received as part of the consideration in such
Corporate Event are of a publicly traded company listed on a national market or exchange which
may be sold without restrictions after the close of such Corporate Event, (3) the Company’s
stockholders will own less than 50% of the voting securities of the surviving entity and (4)
the surviving entity does not assume other warrants of the Company,
then this Warrant shall
automatically be deemed exercised in accordance with the provisions
of section 1(b) immediately
prior to the closing of the Corporate Event. In any such case where the Warrant is not deemed
exercised pursuant to the previous sentence, appropriate provision shall be made with respect
to the rights and interests of the Holder of this Warrant to the end that the provisions hereof
(including, without limitation, provisions for adjustments of the
Stock Purchase Price and of
the number of shares purchasable and receivable upon the exercise of this Warrant)
shall thereafter be applicable, as nearly as may be possible, in relation to any shares of
stock, securities or assets thereafter deliverable upon the exercise hereof. The Company will
not effect any such consolidation, merger or sale unless, prior to the consummation thereof,
the successor corporation (if other than the Company) resulting from
such consolidation or the
corporation purchasing such assets shall assume by written instrument, executed and mailed
or delivered to the registered Holder hereof at the last address of such Holder appearing on
the books of the Company, the obligation to deliver to such Holder such shares of stock,
securities or assets as, in accordance with the foregoing provisions, such Holder may be
entitled to purchase.




          4.4
Sale or Issuance Below Purchase Price. The other antidilution rights
applicable to the shares of series Preferred Stock purchasable hereunder are set forth in the
Company’s Certificate of Incorporation, as





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amended through the date hereof (the “Charter”). Such antidilution rights shall not be
restated, amended, modified or waived in any manner without the Holder’s prior written consent if
the effect of such restatement, amendment, modification or waiver on the Holder hereof would be
more adverse to the Holder hereof than, and substantially dissimilar to, its effect on the other
holders of the same series of the Company’s Preferred Stock. The Company shall promptly provide
the Holder hereof with any restatement, amendment, modification or waiver of the Charter promptly
after the same has been made.




          4.5
Notice of Adjustment. Upon any adjustment of the Stock Purchase Price, and/or
any increase or decrease in the number of shares purchasable upon the exercise of this Warrant the
Company shall give written notice thereof, by first class mail, postage prepaid, addressed to the
registered holder of this Warrant at the address of such holder as shown on the books of the
Company. The notice, which may be substantially in the form of Exhibit “A” attached hereto, shall be
signed by the Company’s chief financial officer and shall state
the Stock Purchase Price resulting
from such adjustment and the increase or decrease, if any, in the
number of shares purchasable at
such price upon the exercise of this Warrant, setting forth in
reasonable detail the method
of calculation and the facts upon which such calculation is based.




          4.6

Other Notices. If at any time:




               (a) the Company shall declare any cash dividend upon its Preferred Stock;



               (b) the
Company shall declare any dividend upon its Preferred Stock payable in stock or make
any special dividend or other distribution to the holders of its Preferred Stock;



               (c) the Company shall offer for subscription pro rata to the holders of its
Preferred Stock any additional shares of stock in connection with a Down Round or additional shares of stock
of any class or other rights;



               (d) there
shall be any capital reorganization or reclassification of the capital stock of the
Company, or consolidation or merger of the Company with, or sale of
all or substantially all of its
assets to, another entity;



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



               (f) the
Company shall take or propose to take any other action, notice of which is actually
provided to holders of the Preferred Stock;



then, in any one or more of said cases, the Company shall give, by first class mail, postage
prepaid, addressed to the Holder of this Warrant at the address of such Holder as shown on the
books of the Company,(i) at least 20 day’s prior written notice of the date on which the books of
the Company shall close or a record shall be taken for such dividend, distribution or subscription
rights or for determining rights to vote in respect of any such reorganization, reclassification,
consolidation, merger, sale, dissolution, liquidation or winding-up, or other action and (ii) in
the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution,
liquidation or winding-up, or other action, at least 20 day’s written notice of the date when the
same shall take place. Any notice given in accordance with the foregoing clause (i) shall also
specify, in the case of any such dividend, distribution or subscription rights, the date on which
the holders of Preferred Stock shall be entitled thereto. Any notice given in accordance with the
foregoing clause (ii) shall also specify the date on which the holders of Preferred Stock shall be
entitled to exchange their Preferred Stock for securities or other property deliverable upon such
reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or
winding-up, or other action as the case may be.




          4.7
Certain Events. If any change in the outstanding Preferred Stock of the
Company or any other event occurs as to which the other provisions of this Section 4 are not
strictly applicable or if strictly applicable would not fairly effect the adjustments to this
Warrant in accordance with the essential intent and principles of such provisions, then the Board
of Directors of the Company shall make in good faith an adjustment in the number and









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class of shares issuable under this Warrant, the Stock Purchase Price and/or the application of
such provisions, in accordance with such essential intent and principles, so as to protect such
purchase rights as aforesaid. The adjustment shall be such as will give the Holder of this Warrant
upon exercise for the same aggregate Stock Purchase Price the total number, class and kind of
shares as the Holder would have owned had this Warrant been exercised prior to the event and had
the Holder continued to hold such shares until after the event requiring adjustment.




     5. Issue
Tax. The issuance of certificates for shares of Preferred Stock upon the
exercise of this Warrant shall be made without charge to the Holder of this Warrant for any issue tax
in respect thereof; 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 issuance and delivery of any certificate
in a name other than that of the then Holder of this Warrant being exercised.



     6. Closing
of Books. The Company will at no time close its transfer books against the
transfer of this Warrant or of any shares of Preferred Stock issued or issuable upon the exercise of
this Warrant in any manner which interferes with the timely exercise of this Warrant.



     7. No
Voting or Dividend Rights; Limitation of Liability. Nothing contained in this
Warrant shall be construed as conferring upon the Holder hereof the right to vote or to consent as a
stockholder in respect of meetings of stockholders for the election of directors of the Company or
any other matters or 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. No provisions hereof, in the absence of affirmative action by the Holder to purchase
shares of Preferred Stock, and no mere enumeration herein of the rights or privileges of the Holder
hereof, shall give rise to any liability of such Holder for the Stock Purchase Price or as a
stockholder of the Company, whether such liability is asserted by the Company or by its creditors.



     8. Registration
Rights. The Holder hereof shall be entitled, with respect to the
shares of Preferred Stock issued upon exercise hereof or the shares
of Common Stock or other
securities issued upon conversion of such Preferred Stock as the case may be, to all of the
registration rights set forth in the Amended and Restated Investors Rights Agreement dated as of
April 23, 2002 and the Amendment to Amended and Restated Investor
Rights Agreement dated as of July
21, 2003 (the “Rights Agreements”), to the same extent and
on the same terms and conditions as
possessed by the investors thereunder with the following exceptions and clarifications: (i) the
Holder will have no demand registration rights; (ii) the Holder will be subject to the same
provisions regarding indemnification as contained in the Rights Agreements; and (iii) the
registration rights are freely assignable by the Holder of this Warrant in connection with a
permitted transfer of this Warrant or the shares issuable upon
exercise hereof. The Company shall
take such action as may be reasonably necessary to assure that the
granting of such registration
rights to the Holder does not violate the provisions of the Rights Agreements or any of the
Company’s charter documents or rights of prior grantees of registration rights.



     9. Rights
and Obligations Survive Exercise of Warrant. The rights and obligations of
the Company, of the Holder of this Warrant and of the holder of shares of Preferred Stock issued
upon exercise of this Warrant, contained in Sections 6 and 8 shall survive the exercise of this
Warrant.



     11. Modification
and Waiver. This Warrant and any provision hereof may be
changed, waived, discharged or terminated only by an instrument in writing signed by the party
against which enforcement of the same is sought.



     12. Notices. Any notice, request or other document required or permitted to be
given or delivered to the Holder hereof or the Company shall be deemed to have been given (i) upon
receipt if delivered personally or by courier (ii) upon confirmation of receipt if by telecopy or
(iii) three business days after deposit in the US mail, with postage prepaid and certified or
registered, to each such Holder at its address as shown on the books of the Company or to the
Company at the address indicated therefor in the first paragraph of this Warrant.



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     13. Binding
Effect on Successors. This Warrant shall be binding upon any
corporation succeeding the Company by merger, consolidation or acquisition of all or substantially
all of the Company’s assets. All of the obligations of the Company relating to the Preferred Stock
issuable upon the exercise of this Warrant shall survive the exercise and termination of this
Warrant. All of the covenants and agreements of the Company shall
inure to the benefit of the
successors and assign of the holder hereof. The Company will, at the time of the exercise of
this Warrant, in whole or in part, upon request of the Holder hereof
but at the Company’s expense,
acknowledge in writing its continuing obligation to the Holder hereof in respect of any rights
(including, without limitation, any right to registration of the shares of Common Stock) to which
the holder hereof shall continue to be entitled after such exercise in accordance with this Warrant;
provided, that the failure of the holder hereof to make any such
request shall not affect the
continuing obligation of the Company to the Holder hereof in respect of such rights.



     14. Descriptive
Headings and Governing Law. The descriptive headings of the several
sections and paragraphs of this Warrant are inserted for convenience only and do not constitute a
part of this Warrant. This Warrant shall be construed and enforced in accordance with, and the
rights of the parties shall be governed by, the laws of the State of California.



     15. Lost
Warrants or Stock Certificates. The Company represents and warrants to the
Holder hereof that upon receipt of evidence reasonably satisfactory to the Company of the loss,
theft, destruction, or mutilation of any Warrant or stock certificate and, in the case of any such
loss, theft or destruction, upon receipt of an indemnity reasonably satisfactory to the Company, or
in the case of any such mutilation upon surrender and cancellation of such Warrant or stock
certificate, the Company at its expense will make and deliver a new
Warrant or stock certificate, of
like tenor, in lieu of the lost, stolen, destroyed or mutilated Warrant or stock certificate.



     16. Fractional
Shares. No fractional shares shall be issued upon exercise of this
Warrant. The Company shall, in lieu of issuing any fractional share, pay the holder entitled to such
fraction a sum in cash equal to such fraction multiplied by the then effective Stock Purchase Price.



     17. Representations
of Holder. With respect to this Warrant, Holder represents and
warrants to the Company as follows:



          17.1
Experience. It is experienced in evaluating and investing in companies
engaged in businesses similar to that of the Company; it understands that investment in this Warrant involves
substantial risks; it has made detailed inquiries concerning the Company, its business and
services, its officers and its personnel; the officers of the Company have made available to Holder
any and all written information it has requested; the officers of the Company have answered to
Holder’s satisfaction all inquiries made by it; in making this investment it has relied upon
information made available to it by the Company; and it has such knowledge and experience in
financial and business matters that it is capable of evaluating the merits and risks of investment
in the Company and it is able to bear the economic risk of that investment.




          17.2
Investment. It is acquiring this Warrant for investment for its own account and
not with a view to, or for resale in connection with, any distribution thereof. It understands that
this Warrant, the shares of Preferred Stock issuable upon exercise thereof and the shares of Common
Stock issuable upon conversion of the Preferred Stock, have not been registered under the Securities
Act, nor qualified under applicable state securities laws.




          17.3
Rule 144. It acknowledges that this Warrant, the Preferred Stock and the Common
Stock must be held indefinitely unless they are subsequently registered under the Securities Act or
an exemption from such registration is available. It has been advised or is aware of the provisions
of Rule 144 promulgated under the Securities Act.




          17.4
Access to Data. It has had an opportunity to discuss the Company’s
business, management and financial affairs with the Company’s management and has had the
opportunity to inspect the Company’s facilities.





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          17.5
Accredited Investor. It is an “accredited investor” within the meaning of
Regulation D promulgated under the Securities Act.




     18. Additional Representations and Covenants of the Company. The Company hereby
represents, warrants and agrees as follows:



          18.1 Corporate Power. The Company has all requisite corporate power and
corporate authority to issue this Warrant and to carry out and perform its obligations
hereunder.




          18.2 Authorization. All corporate action on the part of the Company, its directors
and stockholders necessary for the authorization, execution, delivery and performance by the Company
of this has been taken. This Warrant is a valid and binding obligation of the Company, enforceable
in accordance with its terms.




          18.3 Offering. Subject in part to the truth and accuracy of Holder’s representations
set forth in Section 17 hereof, the offer, issuance and sale of this Warrant is, and the issuance of
Preferred Stock upon exercise of this Warrant and the issuance of Common Stock upon conversion of
the Preferred Stock will be exempt from the registration requirements of the Securities Act, and are
exempt from the qualification requirements of any applicable state securities laws; and neither the
Company nor anyone acting on its behalf will take any action
hereafter that would cause the loss of
such exemptions.




          18.4 Stock Issuance. Upon exercise of this Warrant, the Company will use its best
efforts to cause stock certificates representing the shares of Preferred Stock purchased pursuant to
the exercise to be issued in the names of Holder, its nominees or assignees, as appropriate at the
time of such exercise. Upon conversion of the shares of Preferred Stock into shares of Common Stock,
the Company will issue the Common Stock in the names of Holder, its nominees or assignees, as
appropriate.




          18.5 Certificates and By-Laws. The Company has provided Holder with true and
complete copies of the Company’s Certificate of Incorporation, By-Laws, and each Certificate of
Designation or other charter document setting, forth any rights, preferences and privileges of
Company’s capital stock, each as amended and in effect on the date of issuance of this Warrant.




          18.6 Conversion of Preferred Stock. As of the date hereof, each share of the Preferred
Stock is convertible into one share of the Common Stock.




          18.7 Financial and Other Reports. From time to time up to the earlier of the
Expiration Date or the complete exercise of this Warrant, the Company shall furnish to Holder (i)
within 90 days after the close of each fiscal year of the Company an audited balance sheet and
statement of changes in financial position at and as of the end of such fiscal year, together with
an audited statement of income for such fiscal year; (ii) within
45 days after the close of each
fiscal quarter of the Company, an unaudited balance sheet and statement of cash flows at and as of
the end of such quarter, together with an unaudited statement of income for such quarter; and (iii)
promptly after sending, making available, or filing, copies of all reports, proxy statements, and
financial statements that the Company sends or makes available to its stockholders and all
registration statements and reports that the Company files with the SEC or any other governmental or
regulatory authority.



IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed by its officers,
thereunto duly authorized this ___ day of September, 2003.




VOLCANO THERAPEUTICS, INC.




	 	 	 	 	 
	 

	 	 	 	 
	By:
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	Title:
	 	 	 	 
	 

	 	 	 	 





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