**EXHIBIT4.3**

 

THE SECURITIES REPRESENTED HEREBY HAVE NOTBEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), ORUNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY ANDRESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THEACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OREXEMPTION THEREFROM.  THE ISSUER OF THESESECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCESATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALEIS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

 

**COMMON STOCK PURCHASE WARRANT**

 
| Warrant No. CS-24 |   | 200,000  Shares |
|------------------------|--------|-----------------|
| March 31, 2009    |   |            |

 

**RIGEL PHARMACEUTICALS, INC.**

 

**WARRANT FOR THE PURCHASE OF SHARES OF COMMON STOCK**

 

**1.             Issuance**.  For value received, this Warrant is issued to**HCP LIFE SCIENCE REIT, INC**., a Marylandcorporation, by **RIGEL PHARMACEUTICALS, INC.**, a Delaware corporation (hereinafterwith its successors called the *“Company”*)in partial consideration for that certain Amendment No. Four toBuild-to-Suit Lease, dated as of the date hereof, between the Company and **HCP BTC, LLC**, as landlord (“*AmendmentFour*”).

 

**2.             Purchase Price; Number of Shares**.  The registered holder of this Warrant (the *“Holder”*), commencing on the date hereof,is entitled upon surrender of this Warrant with the subscription form annexedhereto duly executed, at the principal office of the Company, to purchase fromthe Company two hundred thousand (200,000) fully paid and nonassessable shares(the “*Shares*”) of common stock,$.001 par value per share, of the Company (the *“CommonStock”*), at a price per share of $6.61 (the *“Purchase Price”*).  Until such time as this Warrant is exercisedin full or expires, the Purchase Price and the securities issuable uponexercise of this Warrant are subject to adjustment as hereinafterprovided.  The person or persons underwhose name or names any certificate representing shares of Common Stock isissued hereunder shall be deemed to have become the holder of record of theshares represented thereby as at the close of business on the date this Warrantis exercised with respect to such shares, whether or not the transfer books ofthe Company shall be closed.

 

**3.             Payment of Purchase Price**.  The Purchase Price may be paid (i) incash or by check; (ii) by the surrender by the Holder to the Company ofany promissory notes or other obligations issued by the Company, with all suchnotes and obligations so surrendered being credited against the Purchase Pricein an amount equal to the principal amount thereof plus accrued interest to thedate of surrender; or (iii) by any combination of the foregoing.

 

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**4.**             **Net IssueElection.**  The Holder mayelect to receive, without the payment by the Holder of any additionalconsideration, shares of Common Stock equal to the value of this Warrant or anyportion hereof by the surrender of this Warrant or such portion to the Company,with the net issue election notice annexed hereto duly executed, at theprincipal office of the Company. Thereupon, the Company shall issue to the Holder such number of fullypaid and nonassessable shares of Common Stock as is computed using thefollowing formula:

 

 
| where: |   | X =    |   | the number of shares of Common Stock to be issued to  the Holder pursuant to this Section 4.                                                               |
|--------|--------|--------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |   |   |                                                                                                                                                            |
|   |   | Y  =   |   | the number of shares of  Common Stock covered by this Warrant in respect of which the net issue  election is made pursuant to this Section 4.              |
|   |   |   |   |                                                                                                                                                            |
|   |   | A  =   |   | the Fair Market Value  (defined below) of one share of Common Stock, as determined at the time the  net issue election is made pursuant to this Section 4. |
|   |   |   |   |                                                                                                                                                            |
|   |   | B  =   |   | the Purchase Price in  effect under this Warrant at the time the net issue election is made pursuant  to this Section 4.                                   |

 

*“Fair Market Value”* of a share of Common Stock as of aparticular date (the *“Determination Date”*)shall mean the average of the closing or last reported sale prices of theCommon Stock as reported on the Nasdaq National Market over the 30-day periodending five business days prior to the Determination Date;*provided, however,* that (i) if theCommon Stock is neither traded on the Nasdaq National Market nor on a nationalsecurities exchange, then Fair Market Value shall be the average of the closingor last reported sale prices of the Common Stock over the 30-day period endingfive business days prior to the Determination Date reflected in theover-the-counter market, as reported by the National Quotation Bureau, Inc.or any organization performing a similar function, or if closing prices are notthen routinely reported for the over-the-counter market, the average of thelast bid and asked prices of the Common Stock over the 30-day period endingfive business days prior to the Determination Date, and (ii) if there isno public market for the Common Stock, then Fair Market Value shall bedetermined in good faith by the Company’s Board of Directors.

 

**5.             Partial Exercise**.  This Warrant may be exercised in part, andthe Holder shall be entitled to receive a new warrant, which shall be dated asof the date of this Warrant, covering the number of shares in respect of whichthis Warrant shall not have been exercised.

 

**6.             Fractional Shares**.  In no event shall any fractional share ofCommon Stock be issued upon any exercise of this Warrant.  If, upon exercise of this Warrant as anentirety, the Holder would, except as provided in this Section 6, beentitled to receive a fractional share of Common Stock, then the Company shallpay in lieu thereof, the Fair Market Value of such fractional share in cash.

 

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**7.             Expiration Date**.  This Warrant or any Successor Warrant (asdefined in Section 10 below) shall remain exercisable until the close ofbusiness on March 31, 2016, when it shall expire and thereafter be void.

 

**8.             Reserved Shares; Valid Issuance**.  The Company covenants that it will at alltimes from and after the date hereof reserve and keep available such number ofits authorized shares of Common Stock, free from all preemptive or similarrights therein, as will be sufficient to permit the exercise of this Warrant infull into shares of Common Stock upon such exercise.  The Company further covenants that suchshares as may be issued pursuant to such exercise will, upon issuance, be dulyand validly issued, fully paid and nonassessable and free from all taxes, liensand charges with respect to the issuance thereof.

 

**9.             Stock Splits and Dividends**.  If after the date hereof the Company shallsubdivide the Common Stock, by split-up or otherwise, or combine the CommonStock, or issue additional shares of Common Stock in payment of a stockdividend on the Common Stock, the number of shares of Common Stock issuable onthe exercise of this Warrant shall forthwith be proportionately increased inthe case of a subdivision or stock dividend, or proportionately decreased inthe case of a combination, and the Purchase Price shall forthwith beproportionately decreased in the case of a subdivision or stock dividend, orproportionately increased in the case of a combination.

 

**10.          Mergers and Reclassifications**.

 

**(a)**           Ifafter the date hereof the Company shall enter into any Reorganization (ashereinafter defined), then, as a condition of such Reorganization, lawfulprovisions shall be made, and duly executed documents evidencing the same fromthe Company or its successor shall be delivered to the Holder (a *“Successor Warrant”*), so that the Holder shall thereafterhave the right to purchase, at a total price not to exceed that payable uponthe exercise of this Warrant in full, the kind and amount of shares of stockand other securities and property receivable upon such Reorganization by aholder of the number of shares of Common Stock which might have been purchasedby the Holder immediately prior to such Reorganization, and in any such caseappropriate provisions shall be made with respect to the rights and interest ofthe Holder to the end that the provisions hereof (including without limitation,provisions for the adjustment of the Purchase Price and the number of sharesissuable hereunder and the provisions relating to the net issue election) shallthereafter be applicable in relation to any shares of stock or other securitiesand property thereafter deliverable upon exercise hereof.

 

**(b)**           Forthe purposes of this Section 10:

 

(i)            the term *“AcquisitionTransaction”* shall include without limitation any consolidation ofthe Company with, or merger of the Company into, another corporation or otherbusiness organization (other than a merger in which the Company is thesurviving corporation and which does not result in any reclassification orchange of the outstanding Common Stock); and

 

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(ii)           the term *“Reorganization”*shall include without limitation any reclassification, capital reorganizationor change of the Common Stock (other than as a result of a subdivision,combination or stock dividend provided for in Section 9 hereof), anAcquisition Transaction, or any sale or conveyance to another corporation orother business organization of all or substantially all of the assets of theCompany.

 

**11.          Certificate of Adjustment**.  Whenever the Purchase Price is adjusted, asherein provided, the Company shall promptly deliver to the Holder a certificateof the Company’s Chief Financial Officer setting forth the Purchase Price aftersuch adjustment and setting forth a brief statement of the facts requiring suchadjustment.

 

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

 

**(a)          **any taking by the Company ofa record of the holders of any class of securities for the purpose ofdetermining the holders thereof who are entitled to receive any dividend orother distribution, or any right to subscribe for, purchase, sell or otherwiseacquire or dispose of any shares of stock of any class or any other securitiesor property, or to receive any other right;

 

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

 

**(c)          **any voluntary or involuntarydissolution, liquidation or winding-up of the Company;

 

then in each such event the Company willprovide or cause to be provided to the Holder a written notice thereof.  Such notice shall be provided at leastfifteen (15) calendar days prior to the date specified in such notice onwhich any such action is to be taken.

 

**13.          Representations, Warranties andCovenants**.  ThisWarrant is issued and delivered by the Company and accepted by each Holder onthe basis of the following representations, warranties and covenants made bythe Company:

 

**(a)          **The Company has allnecessary authority to issue, execute and deliver this Warrant and to performits obligations hereunder.  This Warranthas been duly authorized, issued, executed and delivered by the Company and isthe valid and binding obligation of the Company, enforceable in accordance withits terms, except as enforceability may be limited by bankruptcy, insolvency,reorganization or other similar laws of general application affecting theenforcement of Holder’s rights or by general equity principles or public policyconcerns.

 

**(b)          **The shares of Common Stockissuable upon the exercise of this Warrant have been duly authorized andreserved for issuance by the Company and, when issued in accordance with theterms hereof, will be validly issued, fully paid and nonassessable.

 

**(c)          **The issuance, execution anddelivery of this Warrant do not, and the issuance of the shares of Common Stockupon the exercise of this Warrant in accordance with 

 

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theterms hereof will not, (i) violate or contravene the Company’s Amended andRestated Certificate of Incorporation or by-laws, or any law, statute,regulation, rule, judgment or order applicable to the Company, (ii) violate,contravene or result in a breach or default under any material contract,agreement or instrument to which the Company is a party or by which the Companyor any of its assets are bound or (iii) require the consent or approval ofor the filing of any notice or registration with any person or entity.

 

**14.          Amendment and Waiver**.  The terms of this Warrant may be amended,modified or waived only with the written consent of the party against whichenforcement of the same is sought.

 

**15.          Representations and Covenants of theHolder**.  This Common Stock PurchaseWarrant has been entered into by the Company in reliance upon the followingrepresentations and covenants of the Holder, which by its acceptance hereof theHolder hereby confirms:

 

**(a)           Investment Purpose**.  The right to acquire Common Stock or theCommon Stock issuable upon exercise of the Holder’s rights contained hereinwill be acquired for investment and not with a view to the sale or distributionof any part thereof, and the Holder has no present intention of selling orengaging in any public distribution of the same except pursuant to aregistration or exemption.

 

**(b)           Accredited Investor**.  Holder is an “accredited investor” within themeaning of the Securities and Exchange Commission’s Rule 501 ofRegulation D, as presently in effect.

 

**(c)           Private Issue**.  The Holder understands (i) that theCommon Stock issuable upon exercise of the Holder’s rights contained herein isnot registered under the 1933 Act or qualified under applicable statesecurities laws on the ground that the issuance contemplated by this Warrantwill be exempt from the registration and qualification requirements thereof and(ii) that the Company’s reliance on such exemption is predicated on therepresentations set forth in this Section 15.

 

**(d)           Financial Risk**.  The Holder has such knowledge and experiencein financial and business matters as to be capable of evaluating the merits andrisks of its investment and has the ability to bear the economic risks of itsinvestment.

 

**16.          Notices, Transfers, Etc.**

 

**(a)          **Any notice or writtencommunication required or permitted to be given to the Holder may be given bycertified mail or delivered to the Holder at the address most recently providedby the Holder to the Company.

 

**(b)          **Subject to compliance withapplicable federal and state securities laws, this Warrant may be transferredby the Holder with respect to any or all of the shares purchasablehereunder.  Upon surrender of thisWarrant to the Company, together with the assignment notice annexed hereto dulyexecuted, for transfer of this Warrant as an entirety by the Holder, theCompany shall issue a new warrant of the same denomination to theassignee.  Upon surrender of 

 

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thisWarrant to the Company, together with the assignment hereof properly endorsed,by the Holder for transfer with respect to a portion of the shares of CommonStock purchasable hereunder, the Company shall issue a new warrant to theassignee, in such denomination as shall be requested by the Holder hereof, andshall issue to such Holder a new warrant covering the number of shares inrespect of which this Warrant shall not have been transferred.

 

**(c)          **In case this Warrant shallbe mutilated, lost, stolen or destroyed, the Company shall issue a new warrantof like tenor and denomination and deliver the same (i) in exchange andsubstitution for and upon surrender and cancellation of any mutilated Warrantor (ii) in lieu of any Warrant lost, stolen or destroyed, upon receipt ofan affidavit of the Holder or other evidence reasonably satisfactory to theCompany of the loss, theft or destruction of such Warrant and an indemnificationof loss by the Holder in favor of the Company.

 

**17.          Transfer to Comply with the SecuritiesAct of 1933.**  This Warrantmay not be exercised and neither this Warrant nor any of the Shares, nor anyinterest in either, may be offered, sold, assigned, pledged, hypothecated,encumbered or in any other manner transferred or disposed of, in whole or inpart, except in compliance with applicable United States federal and statesecurities laws and the terms and conditions hereof.  Each Warrant shall bear a legend insubstantially the same form as the legend set forth on the first page ofthis Warrant.  Each certificate forShares issued upon exercise of this Warrant, unless at the time of exercisesuch Shares are acquired pursuant to a registration statement that has beendeclared effective under the Securities Act of 1933, as amended (the “SecuritiesAct”), and applicable blue sky laws, shall bear a legend substantially in thefollowing form:

 

THE SECURITIES REPRESENTEDHEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED(THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE.  THESE SECURITIES ARE SUBJECT TO RESTRICTIONSON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPTAS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANTTO REGISTRATION OR EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL INFORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANYPROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLESTATE SECURITIES LAWS.

 

Any certificate for anyShares issued at any time in exchange or substitution for any certificate forany Shares bearing such legend (except a new certificate for any Shares issuedafter the acquisition of such Shares pursuant to a registration statement thathas been declared effective under the Securities Act) shall also bear suchlegend unless, in the opinion of counsel for the Company, the Sharesrepresented thereby need no longer be subject to the restriction containedherein.  The provisions of this Section 17shall be binding upon all subsequent holders of certificates for Shares bearingthe above legend and all subsequent holders of this Warrant, if any.

 

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**18.          Rights of Holder.**  Holder shall not, by virtue hereof, beentitled to any rights of a stockholder of the Company, either at law orequity, and the rights of Holder are limited to those expressed in thisWarrant.  Nothing contained in this Warrantshall be construed as conferring upon Holder hereof the right to vote or toconsent or to receive notice as a stockholder of the Company on any matters orwith respect to any rights whatsoever as a stockholder of the Company.  No dividends or interest shall be payable oraccrued in respect of this Warrant or the interest represented hereby or theShares purchasable hereunder until, and only to the extent that, this Warrantshall have been exercised in accordance with its terms.

 

**19.          “Market Stand Off” Agreement**.  Holder hereby agrees not to sell, transfer,make any short sale of, grant any option for the purchase of, or enter into anyhedging or similar transaction with the same economic effect as a sale of, anyCommon Stock (or other securities) of the Company held by Holder for a periodspecified by a representative of the underwriters of Common Stock (or othersecurities) of the Company not to exceed ninety (90) days following theeffective date of a registration statement of the Company filed under theSecurities Act; *provided*that allofficers and directors of the Company and each holder of that number of sharesof Common Stock equal to or greater than the number of Shares then issuableupon exercise of this Warrant enter into similar agreements.

 

**20.          No Impairment**.  The Company will not, by amendment of itsCertificate or through any reclassification, capital reorganization,consolidation, merger, sale or conveyance of assets, dissolution, liquidation,issue or sale of securities or any other voluntary action, avoid or seek toavoid the observance or performance of any of the terms of this Warrant, butwill at all times in good faith assist in the carrying out of all such termsand in the taking of all such action as may be necessary or appropriate inorder to protect the rights of the Holder.

 

**21.          Governing Law**.  The provisions and terms of this Warrantshall be governed by and construed in accordance with the internal laws of theState of California.

 

**22.          Successors and Assigns**.  This Warrant shall be binding upon theCompany’s successors and assigns and shall inure to the benefit of the Holder’ssuccessors, legal representatives and permitted assigns.

 

**23.          Business Days**.  If the last or appointed day for the takingof any action required or the expiration of any rights granted herein shall bea Saturday or Sunday or a legal holiday in California, then such action may betaken or right may be exercised on the next succeeding day which is not aSaturday or Sunday or such a legal holiday.

 

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**IN WITNESS WHEREOF,** the Company has duly caused this Warrant to be signed by its dulyauthorized officer and to be dated as of the date first written above.

 

 
| ** ** | **Company:**                     |
|------------|----------------------------------|
| ** ** | ** **                       |
|       |                             |
| ** ** | **RIGEL  PHARMACEUTICALS, INC.** |
| ** ** | ** **                       |
|       |                             |
|       | By:                              | /s/ James M. Gower |
|       |                             | James M. Gower |
|       |                             | Chief Executive Officer |

 

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**SUBSCRIPTION**

 
| To: |   |   | Date: |   |
|-----|--------|--------|-------|--------|

 

 

The undersigned herebysubscribes for                               shares of Common Stock covered by this Warrant. The certificate(s) for such shares shall be issued in the name ofthe undersigned or as otherwise indicated below:

 
|   |                  |
|--------|-----------------------|
|   | Signature             |
|   |                  |
|   |                  |
|   | Name for Registration |
|   |                  |
|   |                  |
|   | Mailing Address       |

 

 

**NET ISSUE ELECTION NOTICE**

 
| To: |   |   | Date: |   |
|-----|--------|--------|-------|--------|

 

The undersigned herebyelects under Section 4 to surrender the right to purchase                                       shares of Common Stock pursuant to this Warrant.  The certificate(s) for such sharesissuable upon such net issue election shall be issued in the name of theundersigned or as otherwise indicated below:

 
|   |                  |
|--------|-----------------------|
|   | Signature             |
|   |                  |
|   |                  |
|   | Name for Registration |
|   |                  |
|   |                  |
|   | Mailing Address       |

 

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**ASSIGNMENT**

 
| For  value received                                                                                                     |   | hereby  sells, assigns |
|-------------------------------------------------------------------------------------------------------------------------|--------|------------------------|
| and transfers unto                                                                                                      |   |
|                                                                                                                    |
|                                                                                                                    |
| [Please  print or type the name and address of Assignee]                                                                |
|                                                                                                                    |
|                                                                                                                    |
| the within Warrant, and  does hereby irrevocably constitute and appoint                                                 |   | its attorney to        |
| transfer the within  Warrant on the books of the within named Company with full power of  substitution on the premises. |
|                                                                                                                         |        |                        |  |  |  |

 

 
| **DATED:**               | ** ** | ** ** | ** ** |
|--------------------------|------------|------------|------------|
| ** **               | ** ** |
| ** **               | ** ** |
| **IN THE  PRESENCE OF:** |       |
| ** **               | ** ** |
| ** **               | ** ** |

 

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