Warrant to purchase stock, issued to Silicon Valley Bank on March 27, 2003



  
 Exhibit 4.2 

 
 WARRANT TO PURCHASE STOCK 
  
 THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED
UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION.

  
 WARRANT TO PURCHASE STOCK 
  
 Company: Threshold Pharmaceuticals, Inc., a Delaware corporation 
 Number of Shares: 38,000 
 Class of Stock: Series A Preferred 
 Warrant Price: $1.00 per share 
 Issue Date: March 27, 2003 
 Expiration Date: The later of: (i) March 27, 2013 or (ii) seven (7) years after the date of the initial public offering of the Company’s common stock pursuant to a
Registration Statement on Form S-1 (or its successor) (“the “Initial Offering”) filed under the Securities Act of 1933, as amended (the “Act”). 
  
 THIS WARRANT CERTIFIES THAT, for the agreed upon value of $1.00 and for other good and valuable consideration, SILICON
VALLEY BANK (“Holder”) is entitled to purchase the number of fully paid and nonassessable shares of the class of securities (the “Shares”) of the company (the “Company”) at the Warrant Price, all as set forth above and
as adjusted pursuant to Article 2 of this Warrant, subject to the provisions and upon the terms and conditions set forth in this Warrant. 
  
 ARTICLE 1. EXERCISE. 
  
 1.1 Method of Exercise. Holder may exercise this Warrant by delivering a duly executed Notice of Exercise in substantially the form attached as
Appendix 1 to the principal office of the Company. Unless Holder is exercising the conversion right set forth in Article 1.2, Holder shall also deliver to the Company a check, wire transfer (to an account designated by the Company), or other from of
payment acceptable to the Company for the aggregate Warrant Price for the Shares being purchased. 
  
 1.2 Conversion Right. In lieu of exercising this Warrant as specified in Article 1.1, Holder may from time to time convert this Warrant, in whole
or in part, into a number of Shares determined by dividing (a) the aggregate fair market value of the Shares or other securities otherwise issuable upon exercise of this Warrant minus the aggregate Warrant Price of such Shares by (b) the fair market
value of one Share. The fair market value of the Shares shall be determined pursuant to Article 1.3. 
  

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 1.3 Fair Market Value. If the Company’s common stock is traded in a public market and the
shares are common stock, the fair market value of each Share shall be the closing price of a Share reported for the business day immediately before Holder delivers its Notice of Exercise to the Company (or in the instance where the Warrant is
exercised immediately prior to the effectiveness of the Company’s initial public offering, the “price to public” per share price specified in the final prospectus relating to such offering). If the Company’s common stock is
traded in a public market and the Shares are preferred stock, the fair market value of a Share shall be the closing price of a share of the Company’s common stock reported for the business day immediately before Holder delivers its Notice of
Exercise to the Company (or, in the instance where the Warrant is exercised immediately prior to the effectiveness of the Company’s initial public offering, the initial “price to public” per share price specified in the final
prospectus relating to such offering), in both cases, multiplied by the number of shares of the Company’s common stock into which a Share is convertible. If the Company’s common stock is not traded in a public market, the Board of
Directors of the Company shall determine fair market value in its reasonable good faith judgment. 
  
 1.4 Delivery of Certificate and New Warrant. Promptly after Holder exercises or converts this Warrant and, if applicable, the Company receives
payment of the aggregate Warrant Price, the Company shall deliver to Holder certificates for the Shares acquired and, if this Warrant has not been fully exercised or converted and has not expired, a new Warrant representing the Shares not so
acquired. 
  
 1.5 Replacement of Warrants. On receipt of
evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant and, in the case of loss, theft or destruction, on delivery of an indemnity agreement reasonably satisfactory in form and amount to the
Company or, in the case of mutilation, or surrender and cancellation of this Warrant, the Company shall execute and deliver, in lieu of this Warrant, a new warrant of like tenor. 
  
 1.6 Treatment of Warrant Upon Acquisition of Company. 
  
 1.6.1 “Acquisition”. For the purpose of this Warrant, “Acquisition” means any
sale, license, or other disposition of all or substantially all of the assets of the Company, or any reorganization, consolidation, or merger of the Company where the holders of the Company’s securities before the transaction beneficially own
less than 50% of the outstanding voting securities of the surviving entity after the transaction. 
  
 1.6.2 Treatment of Warrant at Acquisition. 
  

	 	(A)	 Upon the written request of the Company, Holder agrees that, in the event of an Acquisition in which the sole consideration is cash, either (a) Holder shall
exercise its conversion or purchase right under this Warrant and such exercise will be deemed effective immediately prior to the consummation of such Acquisition or (b) if Holder elects not to exercise the Warrant, this Warrant will expire upon the
consummation of such Acquisition. The Company shall provide the Holder with written notice of its request relating to the foregoing (together with such reasonable information 



  

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as the Holder may request in connection with such contemplated Acquisition giving rise to such notice), which is to be delivered to Holder not less than ten
(10) days prior to the closing of the proposed Acquisition. 


  

	 	(B)	Upon the written request of the Company, Holder agrees that, in the event of an Acquisition that is an “arms length” sale of all or substantially all of the Company’s
assets (and only its assets) to a third party that is not an Affiliate (as defined below) of the Company (a “True Asset Sale”), either (a) Holder shall exercise its conversion or purchase right under this Warrant and such exercise will be
deemed effective immediately prior to the consummation of such Acquisition or (b) if Holder elects not to exercise the Warrant, this Warrant will continue until the Expiration Date if the Company continues as a going concern following the closing of
any such True Asset Sale. The Company shall provide the Holder with written notice of its request relating to the foregoing (together with such reasonable information as the Holder may request in connection with such contemplated Acquisition giving
rise to such notice), which is to be delivered to Holder not less than ten (10) days prior to the closing of the proposed Acquisition. 

  

	 	(C)	 Upon the written request of the Company, Holder agrees that, in the event of an Acquisition of the Company by a publicly traded acquirer in which the consideration
is the publicly traded securities of the acquirer or of an Acquisition under paragraph (B) where the acquirer is an Affiliate if, on the record date for the Acquisition, the fair market value of the Shares (or other securities issuable upon exercise
of this Warrant) is equal to or greater than three (3) times the Warrant Price, Company may require the Warrant to be deemed automatically exercised and the Holder shall participate in the Acquisition as a holder of the Shares (or other securities
issuable upon exercise of the Warrant) on the same terms as other holders of the same class of securities of the Company. If the fair market value of the Shares (or other securities issuable upon exercise of this Warrant) is less than three (3)
times the Warrant Price then the acquirer or successor entity shall assume the obligations of the Warrant in accordance with subsection (D) below. It is understood that, if in the event of an acquisition of the type referenced in this paragraph (C),
the fair market value of the Shares is less than three (3) times the Warrant Price, Company or the acquirer may pay Holder, in cash, the difference between the actual fair market value at the time of such acquisition and an amount 



  

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equal to three (3) times the Warrant Price and upon receipt by Holder of such amount this Warrant shall be terminated. 


  

	 	(D)	Upon the closing of any Acquisition other than those particularly described in subsections (A), (B), or (C) above, the successor entity shall assume the obligations of the Warrant,
and the Warrant shall be exercisable for the same securities, cash, and property as would be payable for the Shares issuable upon exercise of the unexercised portion of this Warrant as if such Shares were outstanding on the record date for the
Acquisition and subsequent closing. The Warrant Price and/or number of Shares shall be adjusted accordingly. 

  
 As used herein “Affiliate” shall mean any person or entity that owns or controls directly or indirectly ten (10) percent or more of the stock of Company,
any person or entity that controls or is controlled by or is under common control with such persons or entities, and each of such person’s or entity’s officers, directors, joint venturers or partners, as applicable. 
  
 ARTICLE 2. ADJUSTMENTS TO THE SHARES. 
  
 2.1 Stock Dividends, Splits, Etc. If the Company declares or pays a
dividend on the Shares payable in common stock, or other securities, then upon exercise of this Warrant, for each Share acquired, Holder shall receive, without cost to Holder, the total number and kind of securities to which Holder would have been
entitled had Holder owned the Shares of record as of the date the dividend occurred. If the Company subdivides the Shares by reclassification or otherwise into a greater number of shares or takes any other action which increase the amount of stock
into which the Shares are convertible, the number of shares purchasable hereunder shall be proportionately increased and the Warrant Price shall be proportionately decreased. If the outstanding shares are combined or consolidated, by
reclassification or otherwise, into a lesser number of shares, the Warrant Price shall be proportionately increased and the number of Shares shall be proportionately decreased. 
  
 2.2 Reclassification, Exchange, Combinations or Substitution. Upon any reclassification, exchange, substitution, or
other event that results in a change of the number and/or class of the securities issuable upon exercise or conversion of this Warrant, Holder shall be entitled to receive, upon exercise or conversion of this Warrant, the number and kind of
securities and property that Holder would have received for the Shares if this Warrant had been exercised immediately before such reclassification, exchange, substitution, or other event. Such an event shall include any automatic conversion of the
outstanding or issuable securities of the Company of the same class or series as the Shares to common stock pursuant to the terms of the Company’s Certificate of Incorporation (as the same may be amended from time to time) upon the closing of a
registered public offering of the Company’s common stock. The Company or its successor shall promptly issue to Holder an amendment to this Warrant setting forth the number and kind of such new securities or other property issuable upon exercise
or conversion of this Warrant as a result of such reclassification, exchange, substitution or other event that results in a change of the number and/or class of securities issuable upon exercise or conversion of this Warrant. The amendment to this
Warrant shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this 

  

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Article 2 including, without limitation, adjustments to the Warrant Price and to the number of securities or property issuable upon exercise of the new
Warrant. The provisions of this Article 2.2 shall similarly apply to successive reclassifications, exchanges, substitutions, or other events. 
  
 2.3 Adjustments for Diluting Issuances. The Warrant Price and the number of Shares issuable upon exercise of this Warrant or, if the Shares are
Preferred Stock, the number of shares of common stock issuable upon conversion of the Shares, shall be subject to adjustment, from time to time in the manner set forth in the Company’s Certificate of Incorporation (as the same may be amended
from time to time) as if the Shares were issued and outstanding on and as of the date of any such required adjustment. The provisions set forth for the Shares in the Company’s Certificate of Incorporation (as the same may be amended from time
to time) relating to the above in effect as of the Issue Date may not be amended, modified or waived, without the prior written consent of Holder unless such amendment, modification or waiver affects the rights associated with the Shares in the same
manner as such amendment, modification or waiver affects the rights associated with all other shares of the same series and class as the Shares granted to the Holder. 
  
 2.4 No Impairment. The Company shall not, by amendment of its Certificate of Incorporation or through a
reorganization, transfer of assets, consolidation, merger, dissolution, issue, or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed under this
Warrant by the Company, but shall at all times in good faith assist in carrying out of all the provisions of this Article 2 and in taking all such action as may be necessary or appropriate to protect Holder’s rights under this Article against
impairment. 
  
 2.5 Fractional Shares. No fractional Shares
shall be issuable upon exercise or conversion of the Warrant and the number of Shares to be issued shall be rounded down to the nearest whole Share. If a fractional share interest arises upon any exercise or conversion of the Warrant, the Company
shall eliminate such fractional share interest by paying Holder the amount computed by multiplying the fractional interest by the fair market value of a full Share. 
  
 2.6 Certificate as to Adjustments. Upon each adjustment of the Warrant Price, the Company shall promptly notify
Holder in writing, and, at the Company’s expense, promptly compute such adjustment, and furnish Holder with a certificate of its Chief Financial Officer setting forth such adjustment and the facts upon which such adjustment is based. The
Company shall, upon written request, furnish Holder a certificate setting forth the Warrant Price in effect upon the date thereof and the series of adjustments leading to such Warrant Price. 
  
 ARTICLE 3. REPRESENTATIONS AND COVENANTS OF THE COMPANY. 
  
 3.1 Representations and Warranties. The Company represents and
warrants to the Holder as follows: 
  
 (a) The
initial Warrant Price referenced on the first page of this Warrant is not greater than (i) the price per share at which the Shares were last issued in an arms-length transaction in which at least $500,000 of the Shares were sold and (ii) the fair
market value of the Shares as of the date of this Warrant. 
  

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 (b) All Shares which may be issued upon the exercise of the purchase right represented by
this Warrant, and all securities, if any, issuable upon conversion of the Shares, shall, upon issuance, be duly authorized, validly issued, fully paid and nonassessable, and free of any liens and encumbrances except for restrictions on transfer
provided for herein or under applicable federal and state securities laws. 
  
 (c) The Capitalization Table previously provided to Holder remains true and complete as of the Issue Date. 
  
 3.2 Notice of Certain Events. Prior to the Initial Offering, if the Company proposes at any time (a) to declare any dividend or distribution upon
any of its stock, whether in cash, property, stock, or other securities and whether or not a regular cash dividend; (b) to offer for sale any material amount of additional shares of any class or series of the Company’s stock; (c) to effect any
reclassification or recapitalization of any of its stock; (d) to merge or consolidate with or into any other corporation, or sell, lease, license, or convey all or substantially all of its assets, or to liquidate, dissolve or wind up; or (e) offer
holders of registration rights the opportunity to participate in an underwritten public offering of the company’s securities for cash, then, in connection with each such event, the Company shall give Holder: (1) at least 10 days prior written
notice of the date on which a record will be taken for such dividend, distribution, or subscription rights (and specifying the date on which the holders of common stock will be entitled thereto) or for determining rights to vote, if any, in respect
of the matters referred to in (c) and (d) above; (2) in the case of the matters referred to in (c) and (d) above at least 10 days prior written notice of the date when the same will take place (and specifying the date on which the holders of common
stock will be entitled to exchange their common stock for securities or other property deliverable upon the occurrence of such event); and (3) in the case of the matter referred to in (e) above, the same notice as is given to the holders of such
registration rights. 
  
 3.3 Registration Under Act. The
Company agrees that the Shares or, if the Shares are convertible into common stock of the Company, such common stock, shall have certain incidental, or “Piggyback,” registration rights pursuant to and as set forth in the Company’s
Amended and Restated Investor Rights Agreement dated August 15, 2002 (the “Piggyback Rights”). The Piggyback Rights may not be amended, modified or waived without the prior written consent of Holder unless such amendment, modification or
waiver affects the Piggyback Rights associated with the Shares in the same manner as such amendment, modification, or waiver affects the rights associated with all other shares of the same series and class as the Shares granted to the Holder.

  
 3.4 Market Stand-Off Agreement. Holder shall not sell,
dispose of, transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale, any common stock (or other securities) of the Company held by Holder, for a
period of time specified by the managing underwriter(s) (not to exceed one hundred eighty (180) days) following the effective date of a registration statement of the Company filed under the Act. Holder agrees to execute and deliver such other
agreements as may be reasonably requested by the Company and/or the managing underwriter(s) which are consistent with the foregoing or which are necessary to give further effect thereto. In order to enforce the foregoing covenant, the Company may
impose stop-transfer instructions with respect to such common stock (or other securities) until the end of such period. The underwriters of the Company’s stock are intended third party beneficiaries of 

  

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this Section 3.4 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. 
  
 3.5 No Shareholder Rights. Except as provided in this Warrant, the
Holder will not have any rights as a shareholder of the Company until the exercise of this Warrant. 
  
 ARTICLE 4. REPRESENTATIONS, WARRANTIES OF THE HOLDER. The Holder represents and warrants to the Company as follows: 
  
 4.1 Purchase for Own Account. This Warrant and the securities to be acquired upon exercise of this Warrant by the Holder will be acquired for
investment for the Holder’s account, not as a nominee or agent, and not with a view to the public resale or distribution within the meaning of the Act. Holder also represents that the Holder has not been formed for the specific purpose of
acquiring this Warrant or the Shares. 
  
 4.2 Disclosure of
Information. The Holder has received or has had full access to all the information it considers necessary or appropriate to make an informed investment decision with respect to the acquisition of this Warrant and its underlying securities. The
Holder further has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering of this Warrant and its underlying securities and to obtain additional information (to the extent the
Company possessed such information or could acquire it without unreasonable effort or expense) necessary to verify any information furnished to the Holder or to which the Holder has access. 
  
 4.3 Investment Experience. The Holder understands that the purchase of
this Warrant and its underlying securities involves substantial risk. The Holder has experience as an investor in securities of companies in the development stage and acknowledges that the Holder can bear the economic risk of such Holder’s
investment in this Warrant and its underlying securities and has such knowledge and experience in financial or business matters that the Holder is capable of evaluating the merits and risks of its investment in this Warrant and its underlying
securities and/or has a preexisting personal or business relationship with the Company and certain of its officers, directors or controlling persons of a nature and duration that enables the Holder to be aware of the character, business acumen and
financial circumstances of such persons. 
  
 4.4 Accredited
Investor Status. The Holder is an “accredited investor” within the meaning of Regulation D promulgated under the Act. 
  
 4.5 The Act. The Holder understands that this Warrant and the Shares issuable upon exercise or conversion hereof have not been registered un the
Act in reliance upon a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of the Holder’s investment intent as expressed herein. The Holder understands that this Warrant and the Shares issued
upon any exercise or conversion hereof must be held indefinitely unless subsequently registered under the Act and qualified under applicable state securities laws, or unless exemption from such registration and qualification are otherwise available.

  

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 ARTICLE 5. MISCELLANEOUS. 
  
 5.1 Term: This Warrant is exercisable in whole or in part at any time and from time to time on or before the
Expiration Date. 
  
 5.2 Legends. This Warrant, any
successor warrant and the Shares (and the securities issuable, directly or indirectly, upon conversion of the Shares, if any) shall be imprinted with a legend in substantially the following form: 
  
 THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED
UNDER THE ACT, OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE
STATE SECURITIES LAW OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION. 
  
 5.3 Compliance with Securities Laws on Transfer. This Warrant, any
successor warrant, and the Shares issuable upon exercise of this Warrant (and the securities issuable, directly or indirectly, upon conversion of the Shares, if any) may not be transferred or assigned in whole or in part without compliance with
applicable federal and state securities laws by the transferor and the transferee (including, without limitation, the delivery of investment representation letters and legal opinions reasonably satisfactory to the Company, as reasonably requested by
the Company). The Company shall not require Holder to provide an opinion of counsel if the transfer is to Silicon Valley Bancshares (Holder’s parent company) or any other affiliate of Holder. Additionally, the Company shall also not require an
opinion of counsel if there is no material question as to the availability of current information as referenced in Rule 144(c), Holder represents that it has complied with Rule 144(d) and (e) in reasonable detail, the selling broker represents that
it has complied with Rule 144(f), and the Company is provided with a copy of Holder’s notice of proposed sale. 
  
 5.4 Transfer Procedure. Upon receipt by Holder of the executed Warrant, Holder will transfer all of this Warrant to Silicon Valley Bancshares,
Holder’s parent company, by execution of an Assignment substantially in the form of Appendix 2. Subject to the provisions of Article 5.3 and upon providing Company with written notice, Silicon Valley Bancshares and any subsequent Holder may
transfer all or part of this Warrant or the Shares issuable upon exercise of this Warrant (or the Shares issuable directly or indirectly, upon conversion of the Shares, if any) to any transferee, provided, however, in connection with any such
transfer, Silicon Valley Bancshares or any subsequent Holder will give the Company notice of the portion of the Warrant being transferred with the name, address and taxpayer identification number of the transferee and Holder will surrender this
Warrant to the Company for reissuance to the transferee(s) (and Holder if applicable). The Company may refuse to transfer this Warrant or the Shares to any person who directly competes with the Company, unless, in either case, the stock of the
Company is publicly traded. 
  

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 5.5 Notices. All notices and other communications from the Company to the Holder, or vice versa,
shall be deemed delivered and effective when given personally or mailed by first-class registered or certified mail, postage prepaid, at such address as may have been furnished to the Company or the Holder, as the case may (or on the first business
day after transmission by facsimile) be, in writing by the Company or such holder from time to time. Effective upon receipt of the fully executed Warrant and the initial transfer described in Article 5.4 above, all notices to the Holder shall be
addressed as follows until the Company receives notice of a change of address in connection with a transfer or otherwise: 
  
 Silicon Valley Bancshares 
 Attn: Treasury Department 
 3003 Tasman Drive, HA 200 
 Santa Clara, CA 95054 
 Telephone: 408-654-7400 
 Facsimile: 408-496-2405 
  
 Notice to the Company shall be addressed as follows until the Holder receives notice of a change in address: 
  
 Threshold Pharmaceuticals, Inc. 
 Attn:
                                        

 951 Gateway Boulevard 
 Suite 3A 
 South San Francisco, CA 94080 
  
 Telephone: 650.553.8915 
 Facsimile:
                                 
  
 5.6 Waiver. This Warrant and any term hereof may be changed, waived,
discharged or terminated only by an instrument in writing signed by the party against which enforcement of such change, waiver, discharge or termination is sought. 
  
 5.7 Attorney’s Fees. In the event of any dispute between the parties concerning the terms and provisions of this
Warrant, the party prevailing in such dispute shall be entitled to collect from the other party all costs incurred in such dispute, including reasonable attorney’s fees. 
  
 5.8 Automatic Conversion upon Expiration. In the event that, upon the Expiration Date, the fair market value of one
Share (or other security issuable upon the exercise hereof) as determined in accordance with Section 1.3 above is greater than the Exercise Price in effect on such date, then this Warrant shall automatically be deemed on and as of such date to be
converted pursuant to Section 1.2 above as to all Shares (or such other securities) for which it shall not previously have been exercised or converted, and the Company shall promptly deliver a certificate representing the Shares (or such other
securities) issued upon such conversion to the Holder. 
  
 5.9
Counterparts. This Warrant may be executed in counterparts, all of which together shall constitute one and the same agreement. 
  

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 5.10 Governing Law. This Warrant shall be governed by and construed in accordance with the laws of
the State of California, without giving effect to its principles regarding conflicts of law. 
  

									
	 “COMPANY”
  
 THRESHOLD PHARMACEUTICALS, INC.
	 	 	 	 
					
	 By:
	 	 /s/ Harold E. Selick
	 	 	 	By:	 	 /s/ Janet I. Swearson

	 	 	
	 	 	 	 	 	

					
	 Name:
	 	 Harold E. Selick
	 	 	 	 Name:
	 	 Janet I. Swearson

	 	 	 (Print)
	 	 	 	 	 	 (Print)

	 Title:
	 	 Chief Executive Officer
	 	 	 	 Title:
	 	 Chief Financial Officer


  

									
	 “HOLDER”
  
 SILICON VALLEY BANK
	 	 	 	 
					
	Name:	 	 /s/ Peter Scott
	 	 	 	 	 	 
	 	 	
	 	 	 	 	 	 
	 	 	 (Print)
	 	 	 	 	 	 
	 Title:
	 	 SVP
	 	 	 	 	 	 

  

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 APPENDIX 1 
  
 NOTICE OF EXERCISE 
  
 1. Holder elects to purchase
                     shares of the Common/Series              Preferred
[strike one] Stock of Threshold Pharmaceuticals, Inc. pursuant to the terms of the attached Warrant, and tenders payment of the purchase price of the shares in full. 
  
 [or] 
  
 1. Holder elects to convert the attached Warrant into Shares/cash [strike one] in the manner specified in the Warrant. This conversion is exercised for
                                        
of the Shares covered by the Warrant. 
  
 [Strike paragraph that
does not apply.] 
  
 2. Please issue a certificate or certificates
representing the shares in the name specified below: 
  
 _____________________________________________________ 
 Holders Name 
  
 _____________________________________________________

  
 _____________________________________________________ 
 (Address) 
  
 3. By its execution below and for the benefit of the Company, Holder hereby
restates each of the representations and warranties in Article 4 of the Warrant as the date hereof. 
  

			
	 HOLDER:

		
	 	 	 
	

		
	 By:
	 	 
	 	 	

		
	 Name:
	 	 
	 	 	

		
	 Title:
	 	 
	 	 	

		
	 Date:
	 	 
	 	 	



  

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 APPENDIX 2 
  
 ASSIGNMENT 
  
 For value received, Silicon Valley Bank hereby sells, assigns and transfers unto 
  

					
	 Name:
	  	 Silicon Valley Bancshares
	  	 
	 Address:
	  	 3003 Tasman Drive (HA-200)
 Santa Clara, CA 95054
	  	 
			
	 Tax ID:
	  	 91-1962278
	  	 

  
 that certain
Warrant to Purchase Stock issued by Threshold Pharmaceuticals, Inc. (the “Company”), on March 27, 2003 (the “Warrant”) together with all rights, title and interest therein. 
  

			
	SILICON VALLEY BANK
		
	By:	 	 
	 	 	

	 Name:
	 	 
	 	 	

	 Title:
	 	 
	 	 	



  
 Date: March
    , 2003 
  
 By its execution below, and for the
benefit of the Company, Silicon Valley Bancshares makes each of the representations and warranties set forth in Article 4 of the Warrant as of the date hereof. 
  

			
	SILICON VALLEY BANCSHARES
		
	By:	 	 
	 	 	

	 Name:
	 	 
	 	 	

	 Title:
	 	 
	 	 	



  

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