fs1ex4xxi_iaso.htm


    Exhibit
4.21

    


    THIS
WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE BEEN ACQUIRED FOR
INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAW.  THIS WARRANT AND
SUCH SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE PLEDGED, TRANSFERRED OR
HYPOTHECATED IN THE ABSENCE OF SUCH REGISTRATION OR DELIVERY OF AN OPINION OF
COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH
OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE WITH THE ACT
OR UNLESS SOLD IN FULL COMPLIANCE WITH RULE 144 UNDER THE ACT.

     

    PACIFIC BEACH BIOSCIENCES,
INC.

     

    Warrant
for the Purchase of Shares of

    Common
Stock

    


     

    
      	No. F-1	 300,000 Shares


    

     

                                                                                                               

     

     FOR
VALUE RECEIVED, PACIFIC BEACH BIOSCIENCES, INC., a Delaware corporation (the
“Company”), hereby
certifies that, subject to the terms and conditions hereof, ROBERT FELDMAN or
his permitted assigns (the “Holder”) is entitled to purchase from the Company,
at any time or from time to time commencing on September 27, 2007 and prior to
5:00 P.M., New York City time, on September 27, 2012 (the “Exercise Period”), three
hundred thousand (300,000) fully paid and non-assessable shares of common stock,
$0.001 par value per share, of the Company for a purchase price per share of
$0.95.  Hereinafter,
(i) said common stock, $0.001 par value per share, of the Company, is referred
to as the “Common
Stock”; (ii) the shares of the Common Stock (subject to adjustment as set
forth herein) purchasable hereunder are referred to as the “Warrant Shares”; (iii) the
aggregate purchase price payable for the Warrant Shares purchasable hereunder is
referred to as the “Aggregate
Warrant Price”; (iv) the price payable (initially $0.95 per share subject
to adjustment as set forth herein) for each of the Warrant Shares hereunder is
referred to as the “Per Share
Warrant Price”; (v) this Warrant and all warrants hereafter issued in
exchange or substitution for this Warrant or such similar Warrants are referred
to as the “Warrants”;
and (vi) the then Current Market Price per share of the Common Stock (the “Current Market Price”) on a
particular date shall be deemed to be the last reported sale price of the Common
Stock on the Trading Day (as defined below) immediately prior to such date or,
in case no such reported sales take place on such Trading Day, the average of
the last reported bid and asked prices of the Common Stock on such Trading Day,
in either case on the principal national securities exchange on which the Common
Stock is admitted to trading or listed, or if not listed or admitted to trading
on any such exchange, the per share sale price of the Common Stock in the
over-the-counter market as reported by the OTC Bulletin Board or another
over-the-counter market, or if not so available, the fair market value of the
Common Stock as determined in good faith by the Company’s Board of
Directors.  A “Trading Day” shall mean any
day on which such principal exchange or market is open for trading, or if there
is no such exchange or market, then any day except Saturdays, Sundays or federal
holidays.  The Aggregate Warrant Price is not subject to
adjustment.

     

    
      
         


      

      
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    1.           Vesting;
Exercise of Warrant.

    


    (a)           The
right to purchase the Warrant Shares hereunder shall vest, and this Warrant
shall become exercisable, in three (3) equal installments as follows: (i) the
first installment (100,000 Warrant Shares) shall immediately vest and be
exercisable commencing on the date hereof; (ii) the second installment (100,000
Warrant Shares) shall vest and become exercisable on June 1, 2008; and (iii) the
final installment (100,000 Warrant Shares) shall vest and become exercisable on
June 1, 2009.

    


    (b)           Subject
to subsection 1(a) above, this Warrant may be exercised by the Holder in whole
or in part from time to time during the Exercise Period, as
follows:

    


    (i)           By
the surrender of this Warrant (with the subscription form at the end hereof duly
executed) at the address set forth in subsection 9(a) hereof, together with
proper payment of the Aggregate Warrant Price, or the proportionate part thereof
if this Warrant is exercised in part, with payment for the Warrant Shares made
by certified or official bank check payable to the order of, or wire transfer of
immediately available funds to, the Company; or

    


    (ii)           If
the Common Stock is admitted to trading or listed on a national securities
exchanges or, if not so listed or admitted, reported by the OTC Bulletin Board
or another over-the-counter market, by the surrender of this Warrant (with the
cashless exercise form at the end hereof duly executed) (a "Cashless Exercise") at the
address set forth in Section 8 hereof.  Such presentation and
surrender shall be deemed a waiver of the Holder's obligation to pay the
Aggregate Warrant Price, or the proportionate part thereof if this Warrant is
exercised in part.  In the event of a Cashless Exercise, the Holder
shall exchange this Warrant for that number of Warrant Shares subject to such
Cashless Exercise multiplied by a fraction, the numerator of which shall be the
difference between (A) the last sale price of the Common Stock on the Trading
Day prior to the date of the Cashless Exercise or, in case no such reported
sales take place on such Trading Day, the average of the last reported bid and
asked prices of the Common Stock on such Trading Day, in either case on the
principal national securi­­ties exchange on which the Common Stock is
admitted to trading or listed, or, if the Common Stock is not listed on a
national securities exchange, the high per share sale price for the Common Stock
in the over-the-counter market as reported by the National Quotation Bureau or
similar organization (the “Current Market Price”) and (B)
the Per Share Exercise Price, and the denominator of which shall be the then
Current Market Price. For purposes of any computation under this subparagraph
(ii), the then Current Market Price shall be based on the Trading Day
immediately prior to the Cashless Exercise.

     

    
      
         


      

      
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    (c)           If
this Warrant is exercised in part, this Warrant must be exercised for a number
of whole shares of the Common Stock and the Holder is entitled to receive a new
Warrant covering the Warrant Shares that have not been exercised and setting
forth the proportionate part of the Aggregate Warrant Price applicable to such
Warrant Shares.  Upon surrender of this Warrant in connection with the
exercise of this Warrant pursuant to the terms hereof, the Company will (i)
issue a certificate or certificates in the name of the Holder for the largest
number of whole shares of the Common Stock to which the Holder shall be entitled
upon such exercise and, if this Warrant is exercised in whole, in lieu of any
fractional share of the Common Stock to which the Holder shall be entitled, pay
to the Holder cash in an amount equal to the fair value of such fractional share
(determined in such reasonable manner as the Board of Directors of the Company
shall determine), and (ii) deliver the other securities and properties
receivable upon the exercise of this Warrant, or the proportionate part thereof,
if this Warrant is exercised in part, pursuant to the provisions of this
Warrant.

    


    2.           Reservation
of Warrant Shares; Listing. The Company agrees that, prior to the
expiration of this Warrant, the Company shall at all times (a) have authorized
and in reserve, and shall keep available, solely for issuance and delivery upon
the exercise of this Warrant, the shares of the Common Stock and other
securities and properties as from time to time shall be receivable upon the
exercise of this Warrant, free and clear of all restrictions on sale or
transfer, other than under federal or state securities laws, and free and clear
of all preemptive rights and rights of first refusal and (b) as long as the
Common Stock is listed on any national securities exchange, use its commercially
reasonable efforts to keep the Warrant Shares authorized for listing on such
exchange upon notice of issuance.

    


    3.           Certain
Adjustments.

    


    (a)           In
case the Company shall hereafter (i) pay a dividend or make a distribution on
its Common Stock in shares of Common Stock, (ii) subdivide its outstanding
shares of Common Stock into a greater number of shares, (iii) combine or
reverse-split its outstanding shares of Common Stock into a smaller number of
shares or (iv) issue by reclassification of its Common Stock any shares of
capital stock of the Company, then the Per Share Warrant Price and the number
of  of Warrant Shares shall forthwith be proportionately decreased and
increased, respectively, in the case of a subdivision, distribution or stock
dividend, or proportionately increased and decreased, respectively, in the case
of a combination or reverse stock split.  The Aggregate Warrant Price
payable for the then total number  Warrant Shares available for exercise under
this Warrant shall remain the same.  Adjustments made pursuant to this
subsection 3(a) shall become effective on the record date in the case of a
dividend or distribution, and shall become effective immediately after the
effective date in the case of a subdivision, combination or
reclassification.  If such dividend, distribution, subdivision or
combination is not consummated in full, the Per Share Warrant Price and Warrant
Shares shall be readjusted accordingly.

     

    
      
         


      

      
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    (b)           In
case of any capital reorganization or reclassification, or any consolidation or
merger to which the Company is a party other than a merger or consolidation in
which the Company is the continuing corporation, or in case of any sale or
conveyance to another entity of all or substantially all of the assets of the
Company, or in the case of any statutory exchange of securities with another
corporation (including any exchange effected in connection with a merger of a
third corporation into the Company but excluding any exchange of securities or
merger with another corporation in which the Company is a continuing corporation
and that does not result in any reclassification of or similar change in the
Common Stock), the Holder of this Warrant shall have the right thereafter to
receive on the exercise of this Warrant the kind and amount of securities, cash
or other property which the Holder would have owned or have been entitled to
receive immediately after such reorganization, reclassification, consolidation,
merger, statutory exchange, sale or conveyance had this Warrant been exercised
immediately prior to the effective date of such reorganization,
reclassification, consolidation, merger, statutory exchange, sale or conveyance
and in any such case, if necessary, appropriate adjustment shall be made in the
application of the provisions set forth in this Section 3 with respect to the
rights and interests thereafter of the Holder of this Warrant to the end that
the provisions set forth in this Section 3 shall thereafter correspondingly be
made applicable, as nearly as may reasonably be, in relation to any shares of
stock or other securities or property thereafter deliverable on the exercise of
this Warrant.  The above provisions of this subsection 3(b) shall
similarly apply to successive reorganizations, reclassifications,
consolidations, mergers, statutory exchanges, sales or
conveyances.  The Company shall require the issuer of any shares of
stock or other securities or property thereafter deliverable on the exercise of
this Warrant to be responsible for all of the agreements and obligations of the
Company hereunder.  Notice of any such reorganization,
reclassification, consolidation, merger, statutory exchange, sale or conveyance
and of said provisions so proposed to be made, shall be mailed to the Holder not
less than twenty (20) days prior to such event.  A sale of all or
substantially all of the assets of the Company for a consideration consisting
primarily of securities shall be deemed a consolidation or merger for the
foregoing purposes.

     

    (c)           No
adjustment in the Per Share Warrant Price shall be required unless such
adjustment would require an increase or decrease of at least $0.01 per share of
Common Stock; provided, however, that any adjustments which by reason of this
subsection 3(c) are not required to be made shall be carried forward and taken
into account in any subsequent adjustment; provided, further, however, that
adjustments shall be required and made in accordance with the provisions of this
Section 3 (other than this subsection 3(c)) not later than such time as may be
required in order to preserve the tax-free nature of a distribution, if any, to
the Holder of this Warrant or Common Stock issuable upon the exercise
hereof.  All calculations under this Section 3 shall be made to the
nearest cent or to the nearest 1/100th of a share, as the case may
be.  Anything in this Section 3 to the contrary notwithstanding, the
Company shall be entitled to make such reductions in the Per Share Warrant
Price, in addition to those required by this Section 3, as it in its discretion
shall deem to be advisable in order that any stock dividend, subdivision of
shares or distribution of rights to purchase stock or securities convertible or
exchangeable for stock hereafter made by the Company to its stockholders shall
not be taxable.

     

    (d)           Whenever
the Per Share Warrant Price or the number of Warrant Shares is adjusted as
provided in this Section 3 and upon any modification of the rights of the Holder
in accordance with this Section 3, the Company shall promptly prepare a brief
statement of the facts requiring such adjustment or modification and the manner
of computing the same and cause copies of such certificate to be mailed to the
Holder.  The Company may, but shall not be obligated to obtain, at its
expense, a certificate of a firm of independent public accountants of recognized
standing selected by the Board of Directors (who may be the regular auditors of
the Company) setting forth the Per Share Warrant Price and the number of Warrant
Shares in effect after such adjustment or the effect of such modification, a
brief statement of the facts requiring such adjustment or modification and the
manner of computing the same and cause copies of such certificate to be mailed
to the Holder.

     

    
      
         


      

      
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    (e)           If
the Board of Directors of the Company shall declare any dividend or other
distribution with respect to the Common Stock other than a cash distribution out
of earned surplus, the Company shall mail notice thereof to the Holder not less
than ten (10) days prior to the record date fixed for determining
stockholders entitled to participate in such dividend or other
distribution.

     

    (f)           If,
as a result of an adjustment made pursuant to this Section 3, the Holder of any
Warrant thereafter surrendered for exercise shall become entitled to receive
shares of two or more classes of capital stock or shares of Common Stock and
other capital stock of the Company, the Board of Directors (whose determination
shall be conclusive and shall be described in a written notice to the Holder
promptly after such adjustment) shall determine, in good faith, the allocation
of the adjusted Per Share Warrant Price between or among shares or such classes
of capital stock or shares of Common Stock and other capital stock.

     

    (g)           Upon
the expiration of any rights, options, warrants or conversion privileges with
respect to the issuance of which an adjustment to the Per Share Warrant Price
had been made, if such option, right warrant or conversion shall not have been
exercised, the number of Warrant Shares purchasable upon exercise of this
Warrant, to the extent this Warrant has not then been exercised, shall, upon
such expiration, be readjusted and shall thereafter be such as it would have
been had it been originally adjusted (or had the original adjustment not been
required, as the case may be) on the basis of (A) the number of shares of Common
Stock, if any, actually issued or sold upon the exercise of such rights,
options, warrants or conversion privileges, and (B) the amount of consideration
actually received by the Company upon such exercise plus the amount of
consideration, if any, actually received by the Company for the issuance, sale
or grant of all such rights, options, warrants or conversion privileges whether
or not exercised; provided,
however, that no such
readjustment shall have the effect of decreasing the number of Warrant Shares
purchasable upon exercise of this Warrant by an amount in excess of the amount
of the adjustment initially made in respect of the issuance, sale or grant of
such rights, options, warrants or conversion privileges.

     

    (h)           In
case any event shall occur as to which the other provisions of this Section 3
are not strictly applicable but as to which the failure to make any adjustment
would not fairly protect the purchase rights represented by this Warrant in
accordance with the essential intent and principles of the adjustments set forth
in this Section 3 then, in each such case, the Board of Directors of the Company
shall in good faith determine the adjustment, if any, on a basis consistent with
the essential intent and principles established herein, necessary to preserve
the purchase rights represented by this Warrant. Upon such determination, the
Company will promptly mail a copy thereof to the Holder and shall make the
adjustments described therein.

     

    
      
         


      

      
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    4.           Fully
Paid Stock; Taxes.  The shares of Common Stock represented by
each and every certificate for Warrant Shares delivered on the exercise of this
Warrant shall, subject to compliance by the Holder with the terms hereof, at the
time of such delivery, be duly authorized, validly issued and outstanding, fully
paid and nonassessable, and not subject to preemptive rights or rights of first
refusal imposed by any agreement to which the Company is a party, and the
Company will take all such actions as may be necessary to assure that the par
value, if any, per share of the Common Stock is at all times equal to or less
than the then Per Share Warrant Price.  The Company shall pay, when
due and payable, any and all federal and state stamp, original issue or similar
taxes which may be payable in respect of the issue of any Warrant Share or any
certificate thereof to the extent required because of the issuance by the
Company of such security.

    


    5.           Investment
Intent; Transfer Limitations.

    


    (a)           By
accepting this Warrant, the Holder represents to the Company that it understands
that this Warrant and any securities obtainable upon exercise of this Warrant
have not been registered for sale under Federal or state securities laws and are
being offered and sold to the Holder pursuant to one or more exemptions from the
registration requirements of such securities laws.  In the absence of
an effective registration of such securities or an exemption therefrom, any
certificates for such securities shall bear the legend set forth on the first
page hereof.  The Holder understands that it must bear the economic
risk of its investment in this Warrant and any securities obtainable upon
exercise of this Warrant for an indefinite period of time, as this Warrant and
such securities have not been registered under federal or state securities laws
and therefore cannot be sold unless subsequently registered under such laws,
unless an exemption from such registration is available.  The Holder
further represents to the Company, by accepting this Warrant, that it has full
power and authority to accept this Warrant and make the representations set
forth herein.

     

    (b)           The
Holder, by its acceptance of this Warrant, represents to the Company that it is
acquiring this Warrant and will acquire any securities obtainable upon exercise
of this Warrant for its own account for investment and not with a view to, or
for sale in connection with, any distribution thereof in violation of the
Act.  The Holder agrees, by acceptance of this Warrant, that this
Warrant and any such securities will not be sold or otherwise transferred unless
(i) a registration statement with respect to such transfer is effective under
the Act and any applicable state securities laws or (ii) such sale or transfer
is made pursuant to one or more exemptions from the Act.

     

    (c)           In
addition to the limitations set forth in Section 1 and in accordance with the
legend on the first page hereof, this Warrant may not be sold, transferred,
assigned or hypothecated by the Holder except in compliance with the provisions
of the Act and the applicable state securities “blue sky” laws, and is so
transferable only upon the books of the Company which it shall cause to be
maintained for such purpose. The Company may treat the registered Holder of this
Warrant as it appears on the Company's books at any time as the Holder for all
purposes.  All Warrants issued upon the transfer or assignment of this
Warrant will be dated the same date as this Warrant, and all rights of the
holder thereof shall be identical to those of the Holder unless, in each case,
otherwise prohibited by applicable law.

     

    
      
         


      

      
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    (d)           The
Holder has been afforded (i) the opportunity to ask such questions as it has
deemed necessary of, and to receive answers from, representatives of the Company
concerning the terms and conditions of the Warrant or the exercise of the
Warrant; and (ii) the opportunity to request such additional information which
the Company possesses or can acquire without unreasonable effort or
expense.

     

    (e)           The
Holder did not (i) receive or review any advertisement, article, notice or other
communication published in a newspaper or magazine or similar media or broadcast
over television or radio, whether closed circuit, or generally available; or
(ii) attend any seminar, meeting or investor or other conference whose attendees
were, to such Holder’s knowledge, invited by any general solicitation or general
advertising.

     

    (f)           The
Holder is an “accredited investor” within the meaning of Regulation D under the
Act.  The Holder is acquiring the Warrant for its own account and not
with a present view to, or for sale in connection with, any distribution thereof
in violation of the registration requirements of the Act, without prejudice,
however, to the Holder’s right, subject to the provisions of the Subscription
Agreement and this Warrant, at all times to sell or otherwise dispose of all or
any part of such Warrants and Warrant Shares.

     

    (g)           Either
by reason of the Holder’s business or financial experience or the business or
financial experience of its professional advisors (who are unaffiliated with and
who are not compensated by the Company or any affiliate, finder or selling agent
of the Company, directly or indirectly), the Holder has the capacity to protect
the Holder’s interests in connection with the transactions contemplated by this
Warrant and any related purchase agreement.  The Holder, by its
acceptance of this Warrant, represents to the Company that it is able to fend
for itself, can bear the economic risk of its investment and has such knowledge
and experience in financial or business matters that it is capable of evaluating
the merits and risks of the investment in this Warrant.  The Holder
also represents it is not an entity organized for the purpose of acquiring this
Warrant.

     

    6.           Loss,
etc., of Warrant.  Upon receipt of evidence reasonably
satisfactory to the Company of the loss, theft, destruction or mutilation of
this Warrant, and of indemnity reasonably satisfactory to the Company, if lost,
stolen or destroyed, and upon surrender and cancellation of this Warrant, if
mutilated, the Company shall execute and deliver to the Holder a new Warrant of
like date, tenor and denomination.

    


    7.           Warrant
Holder Not Stockholder.  This Warrant does not confer upon the
Holder any right to vote on or consent to or receive notice as a stockholder of
the Company, as such, in respect of any matters whatsoever, nor any other rights
or liabilities as a stockholder, prior to the exercise hereof; this Warrant
does, however, require certain notices to Holder as set forth
herein.

     

    
      
         


      

      
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    8.           Registration
Rights.  If at any time
the Company shall propose to file any registration statement (other than any
registration on Form S-4, S-8 or any other similarly inappropriate form, or any
successor forms thereto) under the 1933 Act covering a public offering of the
Common Stock (the “Registration
Statement”), it will notify the Holder hereof at least thirty (30) days
prior to each such filing (the “Registration Notice”) and will
use its reasonable best efforts to include in the Registration Statement (to the
extent permitted by applicable regulation), the Warrant Shares to the extent
requested by the Holder hereof within twenty (20) days after receipt of notice
of such filing (which request shall specify the interest in this Warrant or the
Warrant Shares intended to be sold or disposed of by such Holder and describe
the nature of any proposed sale or other disposition thereof); provided, however, that if a
greater number of Warrant Shares is offered for participation in the proposed
offering than in the reasonable opinion of the managing underwriter of the
proposed offering can be accommodated without adversely affecting the proposed
offering, then the amount of Warrant Shares proposed to be offered by such
Holder for registration shall be reduced to a number deemed satisfactory by the
managing underwriter.  The Company shall bear all expenses and fees
incurred in connection with the preparation, filing, and amendment of the
Registration Statement with the SEC, except that the Holder shall pay all fees,
disbursements and expenses of any counsel or expert retained by the Holder and
all underwriting discounts and commissions, filing fees and any transfer or
other taxes relating to the Warrant Shares included in the Registration
Statement.  The Holder agrees to cooperate with the Company in the
preparation and filing of any Registration Statement, and in the furnishing of
information concerning the Holder for inclusion therein, or in any efforts by
the Company to establish that the proposed sale is exempt under the Act as to
any proposed distribution. The Holder understands that if the Company has not
received such information requested by the Company in the Registration Notice
within 20 days after Holder’s receipt thereof, the Company shall have no
obligation to include any of the Warrant Shares in the Registration
Statement.

    


    9.           Communication.  No
notice or other communication under this Warrant shall be effective or deemed to
have been given unless, the same is in writing and is mailed by first-class
mail, postage prepaid, or via recognized overnight courier with confirmed
receipt, addressed to:

     

    (a)           the
Company at Pacific Beach Biosciences, Inc., 8910 University Center Lane, Suite
620, San Diego, CA 92121, Attn:  President, or other such address as
the Company has designated in writing to the Holder; or

     

     (b)           the
Holder at the address last furnished to the Company in writing by the
Holder.

    


    10.           Headings.  The
headings of this Warrant have been inserted as a matter of convenience and shall
not affect the construction hereof.

    


    11.           Applicable
Law.  This Warrant shall be governed by and construed in
accordance with the law of the State of California without giving effect to the
principles of conflicts of law thereof.

    


    12.           Amendment,
Waiver, etc.  Except as expressly provided herein, neither this
Warrant nor any term hereof may be amended, waived, discharged or terminated
other than by a written instrument signed by the party against whom enforcement
of any such amendment, waiver, discharge or termination is sought.

     

    
      
         


      

      
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               IN WITNESS WHEREOF, the
Company has caused this Warrant to be signed by the undersigned duly authorized
officer, this 27th day of September, 2007.

     

    
      	 
      	PACIFIC BEACH BIOSCIENCES,
      INC.
	 
      	 
      
	 
      	
              By:

            	
              
                /s/
      Matthew Wikler, M.D.

              

            
	 
      	 
      	
              Name:

            	
              Matthew
      Wikler, M.D.

            
	 
      	 
      	
              Title:

            	
              President
      & CEO

            


    

    


    
      
         


      

      
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    SUBSCRIPTION

    


                          The
undersigned, ___________________, pursuant to the provisions of the foregoing
Warrant, hereby agrees to subscribe for and purchase ____________________ shares
of the Common Stock, par value $0.001 per share, of Pacific Beach Biosciences,
Inc. covered by said Warrant, and makes payment therefor in full at the price
per share provided by said Warrant.

     

    
      	 Dated:________________________	 	Signature:____________________________
	 	 	Address:_____________________________


    

    


    
      
         


      

      
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    ASSIGNMENT

    


                          FOR
VALUE RECEIVED _______________ (“Assignor”) hereby sells, assigns and transfers
unto ____________________ (“Transferee”) the foregoing Warrant and all rights
evidenced thereby, and does irrevocably constitute and appoint
_____________________, attorney, to transfer said Warrant on the books of
Pacific Beach Biosciences, Inc.  By acceptance of the foregoing
Warrant, Transferee shall become a Holder under said Warrant and subject to the
rights, obligations and representations of Holder set forth in said
Warrant.

    


    ASSIGNOR:

     

    
      	 Dated:________________________	 	Signature:____________________________
	 	 	Address:_____________________________


    

     

    TRANSFEREE:

     

    
      	 Dated:________________________	 	Signature:____________________________
	 	 	Address:_____________________________


    

    


    


    PARTIAL
ASSIGNMENT

    


                          FOR
VALUE RECEIVED _______________ (“Assignor”) hereby assigns and transfers unto
____________________ (“Transferee”) the right to purchase _______ shares of
Common Stock, par value $0.001 per share, of Pacific Beach Biosciences, Inc.
covered by the foregoing Warrant, and a proportionate part of said Warrant and
the rights evidenced thereby, and does irrevocably constitute and appoint
____________________, attorney, to transfer such part of said Warrant on the
books of Pacific Beach Biosciences, Inc.  By acceptance of the
proportionate part of foregoing Warrant, Transferee shall become a Holder under
said proportionate part of said Warrant and subject to the rights, obligations
and representations of Holder set forth in said Warrant.

    


    ASSIGNOR:

     

    
      	 Dated:________________________	 	Signature:____________________________
	 	 	Address:_____________________________


    

    
       


    

    TRANSFEREE:

     

    
      	 Dated:________________________	 	Signature:____________________________
	 	 	Address:_____________________________


    

    


    
      
         


      

      
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