<PAGE>

                                                                     EXHIBIT 4.2

                                                                  EXECUTION COPY

                          EYETECH PHARMACEUTICALS, INC.

                                WARRANT AGREEMENT

         This Warrant Agreement, dated as of March 31, 2000 (this "Agreement"),
between EyeTech Pharmaceuticals, Inc., a Delaware corporation (the "Company"),
and Gilead Sciences, Inc., a Delaware corporation ("Gilead").

         WHEREAS, the Company and Gilead have entered into a license agreement,
whereby Gilead will license rights to a certain drug to the Company (the
"License"); and

         WHEREAS, in partial consideration of the License, the Company is
willing to issue warrants for its capital stock to Gilead;

         NOW, THEREFORE, in consideration of the foregoing and for other good
and valuable consideration, the receipt and adequacy of which is hereby
acknowledged, the Company and Gilead hereby agree as follows:

         SECTION 1.        Grant of Warrant. Subject to the terms of this
Warrant Agreement, the Company hereby issues and grants to Gilead and its
successors and assigns (collectively, the "Holder") a Warrant (the "Warrant") to
purchase 833,333 shares of Series B Convertible Preferred Stock of the Company
("Series B Preferred") upon notice to the Company and payment of a per share
Exercise Price of $6.00 ("Exercise Price") at any time from the date hereof
until 5p.m., New York time, March 30, 2005 (the "Exercise Period"). The shares
of Series B Preferred subject to the Warrant are sometimes referred to herein as
the "Warrant Shares." The number of Warrant Shares and the Exercise Price shall
be adjusted from time to time as set forth in this Agreement.

         SECTION 2.        Exercise of Warrant. (a) General. The Warrant may be
exercised, in whole or in part, by presentation and surrender of the Warrant
Certificate, a form of which is attached hereto as Exhibit A (the "Warrant
Certificate"), to the Company at its principal office, or at the office of its
share transfer agent, if any, along with (i) the Notice of Exercise, a form of
which is attached hereto as Exhibit B ("Exercise Form"), duly executed by an
authorized officer or representative of the Holder, which Exercise Form shall
specify the number of Warrant Shares to be issued to the Holder upon such
exercise, and (ii) a certified or cashiers check in the amount of the aggregate
Exercise Price for the Warrant Shares being issued (unless the Warrant is being
exercised on a net issuance basis in accordance with Section 2(b) of this
Agreement, in which case no payment need be made). The date that the Warrant
Certificate, the Exercise Form and, if applicable, the Exercise Price are
received by the Company in accordance with this Section 2(a) is referred to
herein as the "Exercise Date." As soon as practicable after the Exercise Date,
but not later than seven (7) days from the Exercise Date, the Company shall
issue and deliver to the Holder a certificate for the Warrant Shares issuable
upon such exercise, which certificate shall be registered in the name of the
Holder (or, if shares of Series B Preferred are not represented by certificates
at the time of such exercise, the Warrant Shares shall be duly registered and
recorded in the name of the Holder in the stock transfer and ownership books of
the Company). If the Warrant is exercised in part at any time, the Company
shall, upon surrender of the Warrant Certificate for cancellation, execute and
deliver a new Warrant Certificate on the same terms as

<PAGE>

the former Warrant Certificate evidencing the rights of the Holder thereof to
acquire the remainder of the Warrant Shares. Upon receipt by the Company of the
Warrant Certificate, the aggregate Exercise Price and the Exercise Form at its
office (or by the share transfer agent of the Company at its office, if any),
the Holder shall immediately be deemed to be the holder of record of the Warrant
Shares issuable upon such exercise even if (i) such Warrant Shares have not yet
been duly registered in the name of the Holder or its designee, or (ii) the
certificate, if any, representing such Warrant Shares shall not then be
physically delivered to the Holder or its designee.

                  (b)      Net Issue Exercise. In lieu of exercising the Warrant
via cash payment, the Holder may elect to receive shares equal to the value of
the Warrant by surrender of the Warrant Certificate to the Company at its
principal office together with the Exercise Form by means of a net issuance
exercise, in which event the Company shall issue to the Holder a number of
shares of Series B Preferred Stock of the Company computed using the following
formula:

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

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

              Y    =   the number of Warrant Shares purchasable under the
                       Warrant or, if only a portion of the Warrant is being
                       exercised, the number of Warrant Shares being
                       purchased.

              A    =   the Fair Market Value (as defined below) of one
                       Warrant Share (at the date of such calculation).

              B    =   the Exercise Price (as adjusted to the date of such
                       calculation).

         If the above calculation results in a negative number, then no shares
of Series B Preferred Stock shall be issued or issuable upon conversion of this
Warrant.

                  (c)      Fair Market Value. For purposes of this Agreement,
the Fair Market Value of one Warrant Share shall mean with respect to each share
of Series B Preferred or Common Stock, as appropriate:

                           (i)      if the exercise is in connection with an
                  initial public offering of the Common Stock, and if the
                  Company's registration statement relating to such public
                  offering has been declared effective by the Securities and
                  Exchange Commission (the "SEC"), then the fair market value
                  per share shall be the product of (x) the initial "Price to
                  Public" specified in the final prospectus with respect to the
                  offering and (y) the number of shares of Common Stock into
                  which each share of Series B Preferred is convertible at the
                  time of such exercise;

                           (ii)     if this Warrant is exercised after, and not
                  in connection with the Company's initial public offering, and:
                  (A) if the Common Stock is traded on a securities exchange,
                  the fair market value shall be deemed to be the product of (x)
                  the average of the closing prices over a 5 day period ending
                  three days before the

                                      -2-
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                  day the current fair market value of the securities is being
                  determined and (y) the number of shares of Common Stock into
                  which each share of Series B Preferred is convertible at the
                  time of such exercise; or (B) if the Common Stock actively is
                  traded over the-counter, the fair market value shall be deemed
                  to be the product of (x) the average of the closing bid and
                  asked prices quoted on the NASDAQ system (or similar system)
                  over the 5 day period ending three days before the day the
                  current fair market value of the securities is being
                  determined and (y) the number of shares of Common Stock into
                  which each share of Series B Preferred is convertible at the
                  time of such exercise;

                           (iii)    if at any time the Common Stock is not
                  listed on any securities exchange or quoted in the NASDAQ
                  system or the over-the-counter market, the current fair market
                  value of Series B Preferred shall be determined in good faith
                  by Board of Directors of the Company, taking into
                  consideration, among other factors, the sales price per share
                  which the Company could reasonably obtain from a willing buyer
                  that is not a current employee or director, unless the Company
                  shall become subject to a merger, acquisition or other
                  consolidation pursuant to which the Company is not the
                  surviving party, in which case the fair market value of Series
                  B Preferred shall be deemed to be the value received by the
                  holders of the Company's Series B Preferred on a common
                  equivalent basis pursuant to such merger or acquisition.

                  (d)      Stock Certificates. In the event of any exercise of
the rights represented by the Warrant, certificates for the Series B Preferred
so purchased shall be delivered to the Holder within a reasonable time.

         SECTION 3.        Representations, Warranties and Acknowledgments. The
Holder represents and warrants to the Company as follows:

                  (a)      Holder is duly organized, validly existing and in
good standing under the laws of the jurisdiction of its formation; has all
requisite power and authority to own or lease and operate its properties and to
carry on its business as now conducted; and is duly qualified or licensed to do
business as a foreign corporation, in good standing in all jurisdictions where
the failure of which would materially adversely effect the Holder's business.

                  (b)      Holder has substantial experience in evaluating and
investing in private placement transactions of securities in companies similar
to the Company so that it is capable of evaluating the merits and risks of its
investment in the Company.

                  (c)      Holder understands that the Warrant Shares issuable
upon exercise of the Warrant have not been registered under the Securities Act
of 1933, as amended (the "Securities Act"), and, as a result, the Warrant Shares
may not be assigned, transferred or otherwise conveyed unless registered under
the Securities Act or an exemption from such registration is available.

                                      -3-
<PAGE>

                  (d)      Holder understands that no public market now exists
for any of the securities issued by the Company and that the Company has made no
assurances that a public market will ever exist for the Company's securities.

                  (e)      Holder has had an opportunity to discuss the
Company's business, management, and financial affairs with its management and
the opportunity to review the Company's facilities. It has also had an
opportunity to ask questions of officers of the Company, which questions were
answered to its satisfaction. It understands that such discussions, as well as
any written information issued by the Company, were intended to describe certain
aspects of the Company's business and prospects but were not a thorough or
exhaustive description.

                  (f)      This Agreement, when executed and delivered by the
Holder, will constitute valid and legally binding obligations of the Holder.

                  (g)      The Company has not, and will not, incur, directly or
indirectly, as a result of any action taken by the Holder, any liability for
brokerage or finders' fees or agents' commissions or any similar charges in
connection with this Agreement.

         SECTION 4.        Representations, Warranties and Acknowledgments of
the Company. The Company represents and warrants to the Holder that:

                  (a)      The Company is a corporation duly organized, validly
existing and in good standing under the laws of the State of Delaware; has all
requisite power and authority to own or lease and operate its properties and to
carry on its business as now conducted; and is duly qualified or licensed to do
business as a foreign corporation in good standing in all jurisdictions where
the failure of which would materially adversely effect the Company's business.

                  (b)      The Company has all requisite power and authority to
enter into and perform all of its obligations under this Agreement, to issue the
Warrant Shares and to carry out the transactions contemplated hereby. The
Company has taken all corporate action necessary to authorize it to enter into
and perform all of its obligations under this Agreement and to consummate the
transactions contemplated hereby.

                  (c)      This Agreement is the legal, valid and binding
obligation of the Company, enforceable in accordance with its terms, except as
enforceability may be limited by bankruptcy, insolvency, reorganization,
moratorium and other similar laws affecting the rights of creditors generally.

         SECTION 5.        Availability of Warrant Shares. The Company covenants
and agrees that all of the Warrant Shares that are required to be issued upon
the exercise of the Warrant will, upon issuance, be (i) duly authorized, validly
issued, fully paid and nonassessable and free from any and all preemptive and
other rights of any person or entity, and (ii) free of all taxes, liens and
charges. The Company further covenants and agrees that the Company will have
authorized and reserved a sufficient number of unissued shares of Series B
Preferred, and shares of Common Stock into which the Warrant Shares are
convertible, to satisfy the Company's obligations to issue Warrant Shares as and
when required pursuant to the terms of this Warrant. The Company will take all
such action as may be reasonably necessary or appropriate to assure that all of
the

                                      -4-
<PAGE>

Warrant Shares required to be issued pursuant to this Agreement will be issued
as and when provided herein without violation of any applicable law or
regulation.

         SECTION 6.        No Fractional Shares. No fractional shares or script
representing fractional shares shall be issued upon the exercise of the Warrant.
With respect to any fraction of a Warrant Share required to be issued upon any
exercise of the Warrant, the Company shall pay to the Holder an amount in cash
equal to such fraction multiplied by the then Fair Market Value of such Warrant
Share.

         SECTION 7.        Loss, Theft, Destruction or Mutilation of Warrant.
Upon receipt by the Company of evidence satisfactory to it of the loss, theft,
destruction or mutilation of the Warrant Certificate, and in the case of loss,
theft or destruction of reasonably satisfactory indemnification, and in the case
of mutilation, upon surrender and cancellation of the Warrant Certificate, the
Company will execute and deliver to the Holder a new Warrant Certificate on the
same terms as the former Warrant Certificate.

         SECTION 8.        Rights of the Holder. The Holder shall not, by virtue
of this Agreement, be entitled to any rights of a stockholder of the Company,
either at law or equity, and the rights of the Holder shall be limited to those
set forth in this Agreement.

         SECTION 9.        Adjustment Provisions. (a) In the event that the
Company shall at any time during the Exercise Period (i) declare a dividend on
the Series B Preferred or Common Stock payable in shares of Series B Preferred
or Common Stock, (ii) subdivide the outstanding Series B Preferred or Common
Stock, (iii) combine the outstanding Series B Preferred or Common Stock into a
smaller number of shares, or (iv) issue any shares of its capital stock in a
reclassification of the Series B Preferred or Common Stock (including any such
reclassification in connection with a consolidation or merger in which the
Company is the surviving entity), the number and kind of shares of capital stock
issuable on such date, and the number and kinds of shares into which such issued
shares of capital stock are convertible, shall be proportionately adjusted so
that the Holder, after such time, shall be entitled to receive the aggregate
number and kind of shares of capital stock which, if the Warrant had been
exercised immediately prior to such date, it would have owned upon such exercise
and been entitled to receive by virtue of such dividend, subdivision,
combination or reclassification. Such adjustment shall be made successively
whenever any event listed above shall occur.

                  (b)      No adjustment under this Section 9 shall be required
unless such adjustment would require an increase or decrease of at least one
percent (1%) in the number of Warrant Shares issuable immediately prior to such
adjustment; provided, however, that any adjustments, which by reason of this
Section 9(b) are not required to be made, shall be carried forward and taken
into account in any subsequent adjustment.

                  (c)      Whenever the number of Warrant Shares purchasable
upon exercise of the Warrant is adjusted pursuant to this Section 9, the
Exercise Price payable upon exercise of the Warrant shall be adjusted
accordingly.

                  (d)      If, as a result of an adjustment made pursuant to
Section 9(a) of this Agreement, the Holder shall become entitled to receive any
share of capital stock of the

                                      -5-
<PAGE>

Company other than shares of Series B Preferred or Common Stock, the number of
such other shares so receivable upon exercise of the Warrant shall be subject to
adjustment from time to time in a manner and on terms as consistent as
practicable with the provisions of this Section 9.

                  (e)      In the event that an adjustment under this Section 9
be made effective as of a record date for a specified event, the Company may
elect to defer the issuance of any or all of the Warrant Shares to the Holder
(and such other securities as may be issuable to the Holder pursuant to this
Section 9) until such specified event shall have occurred.

                  (f)      At such times as the Company issues or completes any
sale of Common Stock or securities convertible into Common Stock (each, a "New
Financing") to any third party other than an officer, director, employee or
service provider (a "New Investor"), the Holder will have a pre-emptive right to
subscribe for such number and kinds of securities at the same purchase price per
share or unit paid by the New Investor in such New Financing so as to preserve
such Holder's equity ownership in the Company as of the date immediately before
the closing of the New Financing. The terms of the Holder's pre-emptive rights
shall be more fully set forth in the Certificate of Incorporation of the
Company; provided, however, such Holder hereunder shall have no more favorable
rights than those granted to other holders of the Company's Series B Preferred.

         SECTION 10.       Miscellaneous. (a) All notices and other
communications made in connection with this Agreement shall be in writing and
shall be deemed to have been duly given if (i) mailed by first-class, registered
or certified mail, return receipt requested, postage prepaid, (ii) transmitted
by hand delivery, or (iii) sent by nationally recognized overnight delivery
service, in each case addressed as follows:

        (i)      If to the Investor, as follows:

                 Pursuant to the contact information set forth in the Securities
                 Purchase Agreement for such Investor

                 If to EyeTech, as follows:

                 Eyetech Pharmaceuticals, Inc.
                 300 East 42nd Street
                 Third Floor
                 New York, NY  10017
                 Facsimile:  (212) 883-8883
                 Attn:  Chief Executive Officer

                 With a copy to:

                 Duval & Stachenfeld LLP
                 300 East 42nd Street
                 3rd Floor
                 New York, New York 10017
                 Facsimile:  (212) 883-8883

                                      -6-
<PAGE>

                 Attention:  Harsha Murthy

or, in each case, at such other address as may be specified in writing to the
other parties to this Agreement.

                  (b)      This Agreement (i) constitutes the entire agreement
and understanding between the parties to this Agreement with respect to the
subject matter of this Agreement, and (ii) supersedes all prior agreements and
understandings, both written and oral, between the parties to this Agreement
with respect to the subject matter of this Agreement.

                  (c)      If any term or provision of this Agreement, or the
application thereof to any person or entity or circumstance, shall to any extent
be invalid or unenforceable, the remainder of this Agreement or the application
of such term or provision to any other person or entity or under any other
circumstance shall not be affected thereby, and each term and provision of this
Agreement shall be valid and enforceable to the fullest extent permitted by law.

                  (d)      This Agreement shall be governed in all respects,
including as to validity, interpretation and effect, by the internal laws of the
State of New York without giving effect to the conflict of laws rules thereof.

                  (e)      EACH PARTY TO THIS AGREEMENT HEREBY IRREVOCABLY
SUBMITS TO THE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK LOCATED IN
THE COUNTY OF NEW YORK AND THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA
LOCATED IN THE SOUTHERN DISTRICT OF THE STATE OF NEW YORK SOLELY IN RESPECT OF
THE INTERPRETATION AND ENFORCEMENT OF THE PROVISIONS OF THIS AGREEMENT AND IN
RESPECT OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY TO THIS
AGREEMENT HEREBY WAIVES AND AGREES NOT TO ASSERT, AS A DEFENSE IN ANY ACTION,
SUIT OR PROCEEDING FOR THE INTERPRETATION AND ENFORCEMENT OF THIS AGREEMENT, OR
IN RESPECT OF ANY TRANSACTION CONTEMPLATED BY THIS AGREEMENT, THAT SUCH ACTION,
SUIT OR PROCEEDING MAY NOT BE BROUGHT OR IS NOT MAINTAINABLE IN SUCH COURTS OR
THAT THE VENUE THEREOF MAY NOT BE APPROPRIATE OR THAT THIS AGREEMENT MAY NOT BE
ENFORCED IN OR BY SUCH COURTS. EACH PARTY TO THIS AGREEMENT HEREBY CONSENTS TO
AND GRANTS ANY SUCH COURT JURISDICTION OVER SUCH PARTY AND OVER THE SUBJECT
MATTER OF ANY SUCH DISPUTE AND AGREES THAT THE MAILING OF PROCESS OR OTHER
PAPERS IN CONNECTION WITH ANY SUCH ACTION OR PROCEEDING IN THE MANNER PROVIDED
IN SECTION 10(a) OF THIS AGREEMENT OR IN SUCH OTHER MANNER AS MAY BE PERMITTED
BY LAW, SHALL BE VALID AND SUFFICIENT SERVICE THEREOF.

                  (f)      EACH PARTY TO THIS WARRANT AGREEMENT ACKNOWLEDGES AND
AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO
INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH PARTY HEREBY
IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL
BY

                                      -7-
<PAGE>

JURY IN RESPECT OR ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR
RELATING TO THIS AGREEMENT, OR THE BREACH, TERMINATION OR VALIDITY OF THIS
AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY TO
THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT OR
ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH
OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING
WAIVER, (II) EACH SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF
THIS WAIVER, (III) EACH SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (IV) EACH
SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS,
THE MUTUAL WAIVERS AND REPRESENTATIONS IN THIS SECTION 10(F).

                  (g)      This Agreement shall be binding upon and inure to the
benefit of the parties to this Agreement and their permitted heirs, successors
and assigns.

                  (h)      Neither this Agreement, the Warrant Certificate nor
the Warrant Shares may be transferred, assigned or otherwise conveyed, in whole
or in part, to any person or entity at any time without the prior written
consent of the Company. The Company may assign, transfer or otherwise convey any
or all of its rights or obligations under this Agreement to any person or entity
without obtaining the prior written consent of the Holder.

                  (i)      No amendment, modification or discharge of this
Agreement, and no waiver under this Agreement, shall be valid or binding unless
set forth in writing and duly executed by the party to this Agreement against
whom enforcement of the amendment, modification, discharge or waiver is sought.
Any waiver granted by a party to this Agreement shall only constitute a waiver
with respect to the specific matter described in such waiver and shall in no way
impair the rights of such party in any other respect or at any other time. The
failure of any party to this Agreement to enforce any provision of this
Agreement or to exercise any right or privilege under this Agreement on one or
more occasions shall not be construed as a waiver of any breach or default, or
as a waiver of any rights or privileges, under this Agreement.

                  (j)      The parties to this Agreement acknowledge that the
transactions contemplated by this Agreement are unique and that damages may be
an inadequate remedy for any failure to consummate such transactions as a result
of any breach of this Agreement by any party to this Agreement and, therefore,
any party to this Agreement to whom performance is owed under any provision of
this Agreement (in addition to any other rights and remedies available under
this Agreement, applicable law or otherwise) shall be entitled to an injunction
to be issued, or specific enforcement to be required, to prevent any other party
to this Agreement from breaching, or continuing to breach, any provision of this
Agreement.

                  (k)      This Agreement may be executed in several
counterparts, each of which shall be deemed an original and all of which shall
together constitute one and the same instrument. The headings contained in this
Agreement are for purposes of convenience only and shall not affect the meaning
or interpretation of this Agreement.

                                      -8-
<PAGE>

                  (l)      Any reference in this Agreement to any one gender
(masculine, feminine or neuter), includes the other two, and the singular
includes the plural, and vice versa, unless the context requires otherwise.

                                      -9-
<PAGE>

         IN WITNESS WHEREOF, the parties hereto have caused their duly
authorized representatives to duly execute this Agreement as of the date first
set forth above.

                           EYETECH PHARMACEUTICALS, INC.

                           By: /s/ DAVID GUYER
                               ---------------------------------------
                           Name: David Guyer
                           Title: Chief Executive Officer

                           GILEAD SCIENCES, INC.

                           By: /s/ MARK L. PERRY
                               ---------------------------------------
                           Name: Mark L. Perry
                           Title: Senior Vice President, Operations

                                      -10-
<PAGE>

                                                                       Exhibit A

                          [FORM OF WARRANT CERTIFICATE]

                          EYETECH PHARMACEUTICALS, INC.

                               WARRANT CERTIFICATE

Date:_________________

         This Warrant Certificate (this "Certificate") certifies that ________
or its registered assigns (the "Holder") is the registered holder of a Warrant
(the "Warrant") exercisable for ____________ shares (the "Warrant Shares") of
Series B Preferred Stock, $0.01 par value per share ("Series B Preferred"), of
EyeTech Pharmaceuticals, Inc., a Delaware corporation (the "Company"). In
addition to the terms and conditions set forth in this Certificate, this
Certificate is further subject to the terms and conditions of the Warrant
Agreement, dated as of April __, 2000 (the "Warrant Agreement"), between the
Company and __________. Capitalized terms used in this Certificate without
definition shall have the meanings given to such terms in the Warrant Agreement.

         The Warrant entitles the Holder to receive the Warrant Shares from the
Company, which shares shall be fully paid and nonassessable, upon surrender of
this Certificate, the Exercise Form properly completed and executed and the
aggregate Exercise Price for such Warrant Shares, at the office of the Company
at 300 East 42nd Street, Third Floor, New York, New York 10017.

         The Warrant is exercisable at any time on or after the date hereof
provided, however, that the Warrant shall expire to the extent not exercised on
or before 5:00 p.m. New York time, March 30, 2005 (the "Expiration Date"). The
Holder may only Transfer (as hereinafter defined) the Warrant in accordance with
the terms of the Warrant Agreement. Any attempted Transfer of the Warrant in
violation of the provisions of the Warrant Agreement shall be null and void and
of no force and effect, and the Warrant subject to such attempted Transfer shall
remain subject to the Warrant Agreement. This Certificate, when surrendered at
the Company's offices by the Holder in person or by legal representative, for
registration of a Transfer of the Warrant and this Certificate, shall be
exchanged for one or more a new Certificates of like tenor evidencing in the
aggregate the same number of Warrant Shares evidenced by such surrendered
Certificate, subject to the limitations provided in the Warrant Agreement.
"Transfer" means any sale, assignment, transfer, pledge, encumbrance,
hypothecation, gift or other disposition or transfer, in whole or in part, of
the Warrant.

         The Warrant Agreement is hereby incorporated by reference and made a
part of this Certificate and is hereby referred to for a description of the
rights, limitation of rights, obligations, duties and immunities thereunder of
the Company and the Holder.

         In the event that the Warrant is exercised for less than the total
number of Warrant Shares evidenced by this Certificate, there shall be issued to
the Holder a new Certificate evidencing the remaining number of Warrant Shares.

                                      A-1

<PAGE>

         The Company shall not be required to issue fractions of Warrant Shares
or any certificates which evidence fractional Warrant Shares. In lieu of such
fractional Warrant Shares, a full Warrant Share (rounded up to the nearest whole
number) shall be issued to the Holder.

         The Company may deem and treat the Holder as the absolute owner of this
Certificate (notwithstanding any notation of ownership or other writing hereon
made by anyone), for the purpose of any exercise hereof and for all other
purposes, and the Company shall not be affected or in any way bound by any
notice to the contrary.

         WITNESS the signature of the duly authorized officer of the Company.

                           EYETECH PHARMACEUTICALS, INC.

                           By: _________________________________________________
                           Name:
                           Title

                                      A-2

<PAGE>

                                                                       Exhibit B

                     [FORM OF NOTICE OF EXERCISE OF WARRANT]

To: Eyetech Pharmaceuticals, Inc.

         The undersigned, pursuant to the provisions of the Warrant Certificate
issued to the undersigned, hereby [check applicable subsection]:

                  [ ]      exercises its rights under the attached Warrant
                           Certificate to acquire __________________ shares of
                           Series B Preferred Stock of the Company pursuant to
                           Section 2(a) of the Warrant Agreement, dated as of
                           March 31, 2000 and tenders herewith payment of the
                           aggregate Exercise Price of such shares in full.

                  OR

                  [ ]      exercises its rights under the attached Warrant
                           Certificate pursuant to Section 2(b) of the Warrant
                           Agreement, dated as of March 31, 2000 with respect to
                           ______ shares (gross) of Common Stock.

         Please issue a certificate or certificates representing said shares in
the name of the undersigned or in such other name or names as are specified
below:

                            _________________________
                                     (Name)

                            _________________________

                            _________________________
                                    (Address)

         The undersigned hereby represents and warrants that the undersigned is
acquiring such shares for its own account for investment purposes only, and not
for resale or with a view to distribution of such shares or any part thereof.

         If this is a partial exercise of the Warrant Certificate, a new Warrant
Certificate for the remaining number of shares of Series B Preferred Stock
subject to the Warrant shall be issued by the Company to the undersigned.

Dated:
                                    [HOLDER]

                                    By: ________________________________________
                                    Name:
                                    Title:

                                      B-1