Exhibit
4.17


 


AFFYMAX,
INC.


 


and


 


            ,
AS WARRANT AGENT


 


FORM OF
PREFERRED STOCK


WARRANT
AGREEMENT


 


DATED
AS OF        


 

















 


AFFYMAX,
INC.


 


FORM OF
PREFERRED STOCK WARRANT AGREEMENT


 


PREFERRED STOCK WARRANT AGREEMENT (this “Agreement”),
dated as of
                    
between Affymax, Inc. ,  a Delaware
corporation (the “Company”)
and 
                    
, a [corporation] [national banking association] organized and existing under
the laws of 
                      and having a corporate trust office in 
                    
, as warrant agent (the “Warrant Agent”).


 


WHEREAS, the Company proposes to sell [if Warrants are sold with other
securities - [title of such other securities being offered] (the
“Other Securities”) with] warrant
certificates evidencing one or more warrants (the “Warrants” or, individually, a “Warrant”) representing the right to purchase [title of
Preferred Stock purchasable through exercise of Warrants] (the “Warrant Securities”), such warrant
certificates and other warrant certificates issued pursuant to this Agreement
being herein called the “Warrant Certificates”;
and


 


WHEREAS, the Company desires the Warrant Agent to act on
behalf of the Company, and the Warrant Agent is willing so to act, in
connection with the issuance, registration, transfer, exchange, exercise and
replacement of the Warrant Certificates, and in this Agreement wishes to set
forth, among other things, the form and provisions of the Warrant Certificates
and the terms and conditions on which they may be issued, registered,
transferred, exchanged, exercised and replaced.


 


NOW THEREFORE, in consideration of the premises and of the mutual
agreements herein contained, the parties hereto agree as follows:


 


ARTICLE
1


 


ISSUANCE
OF WARRANTS AND EXECUTION AND DELIVERY OF WARRANT CERTIFICATES


 


1.1                          Issuance of Warrants. [If Warrants alone - Upon issuance, each
Warrant Certificate shall evidence one or more Warrants.] [ If Other Securities and Warrants —  Warrant Certificates shall be [initially]
issued in connection with the issuance of the Other Securities [but shall be
separately transferable on and after 
                           (the “Detachable
Date”)] [and shall not be separately transferable] and each Warrant
Certificate shall evidence one or more Warrants.] Each Warrant evidenced
thereby shall represent the right, subject to the provisions contained herein
and therein, to purchase one Warrant Security. [If Other Securities and Warrants -  Warrant Certificates shall be initially
issued in units with the Other Securities and each Warrant Certificate included
in such a unit shall evidence 
                           Warrants for each [$
                           principal amount] [
        
shares] of Other Securities included in such unit.]


 


1.2                          Execution And Delivery
Of Warrant Certificates. Each Warrant Certificate, whenever issued, shall be in registered form
substantially in the form set forth in  Exhibit A  hereto, shall be dated the date of its
countersignature by the Warrant Agent and may have such letters, numbers, or
other marks of identification or designation and such legends or endorsements
printed, lithographed or engraved thereon as the officers of the Company
executing the same may approve (execution thereof to be conclusive evidence of
such approval) and as are not inconsistent with the provisions of this
Agreement, or as may be required to comply with any law or with any rule or
regulation made pursuant thereto or with any rule or regulation of any
securities exchange on which the Warrants may be listed, or to conform to
usage. The Warrant Certificates shall be signed on behalf of the Company by any
of its present or future chief executive officers, presidents, senior vice
presidents, vice presidents, chief financial officers, chief legal officers, treasurers,
assistant treasurers, controllers, assistant controllers, secretaries or
assistant secretaries under its corporate seal reproduced thereon. Such
signatures may be manual or facsimile signatures of such authorized officers
and may be imprinted or otherwise reproduced on the Warrant Certificates. The
seal of the Company may be in the form of a facsimile thereof and may be
impressed, affixed, imprinted or otherwise reproduced on the Warrant
Certificates.


 


No Warrant Certificate
shall be valid for any purpose, and no Warrant evidenced thereby shall be
exercisable, until such Warrant Certificate has been countersigned by the
manual signature of the Warrant Agent. Such signature by the Warrant Agent upon
any Warrant Certificate executed by the Company shall be conclusive evidence
that the Warrant Certificate so countersigned has been duly issued hereunder.


 


In case any officer of
the Company who shall have signed any of the Warrant Certificates either
manually or by facsimile signature shall cease to be such officer before the
Warrant Certificates so signed shall have been countersigned and delivered by
the Warrant Agent, such Warrant Certificates may be countersigned and delivered
notwithstanding that the person who signed Warrant Certificates ceased to be
such officer of the Company; and any Warrant Certificate may be signed on
behalf of the Company by such persons as, at the actual date of the execution
of such Warrant Certificate, shall be the proper officers of the Company,
although at the 


 

















 


date of the execution of
this Agreement any such person was not such officer.


 


The term “holder” or “holder of a Warrant Certificate” as used herein shall mean any
person in whose name at the time any Warrant Certificate shall be registered
upon the books to be maintained by the Warrant Agent for that purpose [ If Other Securities and Warrants
are not immediately detachable— or upon the registration of the
Other Securities prior to the Detachable Date. Prior to the Detachable Date,
the Company will, or will cause the registrar of the Other Securities to, make
available at all times to the Warrant Agent such information as to holders of
the Other Securities as may be necessary to keep the Warrant Agent’s records up
to date].


 


1.3                          Issuance Of Warrant
Certificates. Warrant
Certificates evidencing the right to purchase Warrant Securities may be
executed by the Company and delivered to the Warrant Agent upon the execution
of this Warrant Agreement or from time to time thereafter. The Warrant Agent
shall, upon receipt of Warrant Certificates duly executed on behalf of the
Company, countersign such Warrant Certificates and shall deliver such Warrant
Certificates to or upon the order of the Company.


 


ARTICLE
2


 


WARRANT
PRICE, DURATION AND EXERCISE OF WARRANTS


 


2.1                          Warrant Price. During the period specified in Section 2.2,
each Warrant shall, subject to the terms of this Warrant Agreement and the
applicable Warrant Certificate, entitle the holder thereof to purchase the
number of Warrant Securities specified in the applicable Warrant Certificate at
an exercise price of $
           per Warrant Security, subject to adjustment
upon the occurrence of certain events, as hereinafter provided. Such purchase
price per Warrant Security is referred to in this Agreement as the “Warrant Price.”


 


2.2                          Duration Of Warrants. Each Warrant may be exercised in whole
or in part at any time, as specified herein, on or after [the date thereof] [
                         
] and at or before [
              ]
 p.m., [
              ]  time, on 
                           or such later date as the Company may
designate by notice to the Warrant Agent and the holders of Warrant Certificates
mailed to their addresses as set forth in the record books of the Warrant Agent
(the “Expiration Date”). Each
Warrant not exercised at or before [
            ] p.m.,
[
              ]  time, on the Expiration Date shall become
void, and all rights of the holder of the Warrant Certificate evidencing such
Warrant under this Agreement shall cease.


 


2.3                          Exercise Of Warrants.


 


(a)                                  During the period specified in Section 2.2,
the Warrants may be exercised to purchase a whole number of Warrant Securities
in registered form by providing certain information as set forth on the reverse
side of the Warrant Certificate and by paying in full, in lawful money of the
United States of America, [in cash or by certified check or official bank check
in New York Clearing House funds] [by bank wire transfer in immediately
available funds] the Warrant Price for each Warrant Security with respect to
which a Warrant is being exercised to the Warrant Agent at its corporate trust
office, provided that such exercise is subject to receipt within five business
days of such payment by the Warrant Agent of the Warrant Certificate with the
form of election to purchase Warrant Securities set forth on the reverse side
of the Warrant Certificate properly completed and duly executed. The date on
which payment in full of the Warrant Price is received by the Warrant Agent
shall, subject to receipt of the Warrant Certificate as aforesaid, be deemed to
be the date on which the Warrant is exercised; provided, however, that if, at
the date of receipt of such Warrant Certificates and payment in full of the
Warrant Price, the transfer books for the Warrant Securities purchasable upon
the exercise of such Warrants shall be closed, no such receipt of such Warrant
Certificates and no such payment of such Warrant Price shall be effective to
constitute the person so designated to be named as the holder of record of such
Warrant Securities on such date, but shall be effective to constitute such
person as the holder of record of such Warrant Securities for all purposes at
the opening of business on the next succeeding day on which the transfer books
for the Warrant Securities purchasable upon the exercise of such Warrants shall
be opened, and the certificates for the Warrant Securities in respect of which
such Warrants are then exercised shall be issuable as of the date on such next
succeeding day on which the transfer books shall next be opened, and until such
date the Company shall be under no duty to deliver any certificate for such
Warrant Securities. The Warrant Agent shall deposit all funds received by it in
payment of the Warrant Price in an account of the Company maintained with it
and shall advise the Company by telephone at the end of each day on which a
payment for the exercise of Warrants is received of the amount so deposited to
its account. The Warrant Agent shall promptly confirm such telephone advice to
the Company in writing.


 


(b)                                  The Warrant Agent shall, from time to
time, as promptly as practicable, advise the Company of (i) the number of
Warrant Securities with respect to which Warrants were exercised, (ii) the
instructions of each holder of the Warrant Certificates evidencing such
Warrants with respect to delivery of the Warrant Securities to which such
holder is entitled upon such exercise, (iii) delivery of Warrant
Certificates evidencing the balance, if any, of the Warrants for the remaining
Warrant Securities after such exercise, and (iv) such other information as
the Company shall reasonably require.


 


(c)                                  As soon as practicable after the exercise
of any Warrant, the Company shall issue to or upon the order of the holder of
the Warrant Certificate evidencing such Warrant the Warrant Securities to which
such holder is entitled, in fully 


 

















 


registered form,
registered in such name or names as may be directed by such holder. If fewer
than all of the Warrants evidenced by such Warrant Certificate are exercised, the
Company shall execute, and an authorized officer of the Warrant Agent shall
manually countersign and deliver, a new Warrant Certificate evidencing Warrants
for the number of Warrant Securities remaining unexercised.


 


(d)                                  The Company shall not be required to pay
any stamp or other tax or other governmental charge required to be paid in
connection with any transfer involved in the issue of the Warrant Securities,
and in the event that any such transfer is involved, the Company shall not be
required to issue or deliver any Warrant Security until such tax or other
charge shall have been paid or it has been established to the Company’s
satisfaction that no such tax or other charge is due.


 


(e)                                  Prior to the issuance of any Warrants
there shall have been reserved, and the Company shall at all times through the
Expiration Date keep reserved, out of its authorized but unissued Warrant
Securities, a number of shares sufficient to provide for the exercise of the
Warrants.


 


ARTICLE
3


 


OTHER
PROVISIONS RELATING TO RIGHTS OF HOLDERS OF WARRANT CERTIFICATES


 


3.1                          No Rights As Warrant
Securityholder Conferred By Warrants or Warrant Certificates. No Warrant Certificate or Warrant
evidenced thereby shall entitle the holder thereof to any of the rights of a
holder of Warrant Securities, including, without limitation, the right to
receive the payment of dividends or distributions, if any, on the Warrant
Securities or to exercise any voting rights, except to the extent expressly set
forth in this Agreement or the applicable Warrant Certificate.


 


3.2                          Lost, Stolen, Mutilated
or Destroyed Warrant Certificates. Upon receipt by the Warrant Agent of evidence
reasonably satisfactory to it and the Company of the ownership of and the loss,
theft, destruction or mutilation of any Warrant Certificate and/or indemnity
reasonably satisfactory to the Warrant Agent and the Company and, in the case
of mutilation, upon surrender of the mutilated Warrant Certificate to the
Warrant Agent for cancellation, then, in the absence of notice to the Company
or the Warrant Agent that such Warrant Certificate has been acquired by a bona
fide purchaser, the Company shall execute, and an authorized officer of the
Warrant Agent shall manually countersign and deliver, in exchange for or in
lieu of the lost, stolen, destroyed or mutilated Warrant Certificate, a new
Warrant Certificate of the same tenor and evidencing Warrants for a like number
of Warrant Securities. Upon the issuance of any new Warrant Certificate under
this Section 3.2, the Company may require the payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in relation
thereto and any other expenses (including the fees and expenses of the Warrant
Agent) in connection therewith. Every substitute Warrant Certificate executed
and delivered pursuant to this Section 3.2 in lieu of any lost, stolen or
destroyed Warrant Certificate shall represent an additional contractual
obligation of the Company, whether or not the lost, stolen or destroyed Warrant
Certificate shall be at any time enforceable by anyone, and shall be entitled
to the benefits of this Agreement equally and proportionately with any and all
other Warrant Certificates duly executed and delivered hereunder. The
provisions of this Section 3.2 are exclusive and shall preclude (to the
extent lawful) all other rights and remedies with respect to the replacement of
mutilated, lost, stolen or destroyed Warrant Certificates.


 


3.3                          Holder of Warrant
Certificate May Enforce Rights. Notwithstanding any of the provisions of this
Agreement, any holder of a Warrant Certificate, without the consent of the
Warrant Agent, the holder of any Warrant Securities or the holder of any other
Warrant Certificate, may, in such holder’s own behalf and for such holder’s own
benefit, enforce, and may institute and maintain any suit, action or proceeding
against the Company suitable to enforce, or otherwise in respect of, such
holder’s right to exercise the Warrants evidenced by such holder’s Warrant
Certificate in the manner provided in such holder’s Warrant Certificate and in
this Agreement.


 


3.4                          Adjustments.


 


(a)                                  In case the Company shall at any time
subdivide its outstanding shares of [title of Preferred Stock purchasable
through exercise of Warrants] into a greater number of shares, the Warrant
Price in effect immediately prior to such subdivision shall be proportionately
reduced and the number of Warrant Securities purchasable under the Warrants
shall be proportionately increased. Conversely, in case the outstanding shares
of [title of Preferred Stock purchasable through exercise of Warrants] of the
Company shall be combined into a smaller number of shares, the Warrant Price in
effect immediately prior to such combination shall be proportionately increased
and the number of Warrant Securities purchasable under the Warrants shall be
proportionately decreased.


 


(b)                                  If at any time or from time to time the
holders of [title of Preferred Stock purchasable through exercise of Warrants]
(or any shares of stock or other securities at the time receivable upon the
exercise of the Warrants) shall have received or become entitled to receive,
without payment therefore,


 


(i)                                    [title of Preferred Stock purchasable
through exercise of Warrants] or any shares of stock or other securities which
are at any time directly or indirectly convertible into or exchangeable for
[title of Preferred Stock purchasable through exercise of Warrants], or any
rights or options to subscribe for, purchase or otherwise acquire any of the
foregoing by way of 


 

















 


dividend or other distribution;


 


(ii)                                any cash paid or payable otherwise than
in accordance with the terms of [title of Preferred Stock purchasable through
exercise of Warrants] or otherwise than as a cash dividend paid or payable out
of the Company’s current or retained earnings;


 


(iii)         any evidence of the Company’s indebtedness or rights
to subscribe for or purchase the Company’s indebtedness; or


 


(iv)                               [title of Preferred Stock purchasable
through exercise of Warrants] or additional stock or other securities or
property (including cash) by way of spinoff, split-up, reclassification,
combination of shares or similar corporate rearrangement (other than shares of
[title of Preferred Stock purchasable through exercise of Warrants] issued as a
stock split or adjustments in respect of which shall be covered by the terms of
Section 3.4(a) above), then and in each such case, the holder of each
Warrant shall, upon the exercise of the Warrant, be entitled to receive, in
addition to the number of Warrant Securities receivable thereupon, and without
payment of any additional consideration therefore, the amount of stock and
other securities and property (including cash and indebtedness or rights to
subscribe for or purchase indebtedness) which such holder would hold on the
date of such exercise had he been the holder of record of such Warrant
Securities as of the date on which holders of [title of Preferred Stock
purchasable through exercise of Warrants] received or became entitled to
receive such shares or all other additional stock and other securities and
property.


 


(c)                                  In case of (i) any reclassification,
capital reorganization, or change in the [title of Preferred Stock purchasable
through the exercise of the Warrants] of the Company (other than as a result of
a subdivision, combination or stock dividend provided for in Section 3.4(a) or
Section 3.4(b) above), (ii) share exchange, merger or similar
transaction of the Company with or into another person or entity (other than a
share exchange, merger or similar transaction in which the Company is the
acquiring or surviving corporation and which does not result in any change in
the [title of Preferred Stock purchasable through the exercise of the Warrants]
other than the issuance of additional shares of [title of Preferred Stock
purchasable through the exercise of the Warrants]) or (iii) the sale,
exchange, lease, transfer or other disposition of all or substantially all of
the properties and assets of the Company as an entirety (in any such case, a “Reorganization Event”), then, as a condition
of such Reorganization Event, lawful provisions shall be made, and duly
executed documents evidencing the same from the Company or its successor shall
be delivered to the holders of the Warrants, so that the holders of the
Warrants shall have the right at any time prior to the expiration of the
Warrants to purchase, at a total price equal to that payable upon the exercise
of the Warrants, the kind and amount of shares of stock and other securities
and property receivable in connection with such Reorganization Event by a
holder of the same number of shares of [title of Preferred Stock purchasable
through the exercise of the Warrants] as were purchasable by the holders of the
Warrants immediately prior to such Reorganization Event. In any such case
appropriate provisions shall be made with respect to the rights and interests
of the holders of the Warrants so that the provisions hereof shall thereafter
be applicable with respect to any shares of stock or other securities and
property deliverable upon exercise the Warrants, and appropriate adjustments
shall be made to the Warrant Price payable hereunder provided the aggregate
purchase price shall remain the same. In the case of any transaction described
in clauses (ii) and (iii) above, the Company shall thereupon be
relieved of any further obligation hereunder or under the Warrants, and the
Company as the predecessor corporation may thereupon or at any time thereafter
be dissolved, wound up or liquidated. Such successor or assuming entity
thereupon may cause to be signed, and may issue either in its own name or in
the name of the Company, any or all of the Warrants issuable hereunder which
heretofore shall not have been signed by the Company, and may execute and
deliver securities in its own name, in fulfillment of its obligations to
deliver Warrant Securities upon exercise of the Warrants. All the Warrants so
issued shall in all respects have the same legal rank and benefit under this
Agreement as the Warrants theretofore or thereafter issued in accordance with the
terms of this Agreement as though all of such Warrants had been issued at the
date of the execution hereof. In any case of any such Reorganization Event,
such changes in phraseology and form (but not in substance) may be made in the
Warrants thereafter to be issued as may be appropriate.  The Warrant
Agent may receive a written opinion of legal counsel as conclusive evidence
that any such Reorganization Event complies with the provisions of this Section 3.4.


 


(d)                                  The Company may, at its option, at any time
until the Expiration Date, reduce the then current Warrant Price to any amount
deemed appropriate by the Board of Directors of the Company for any period not
exceeding twenty consecutive days (as evidenced in a resolution adopted by such
Board of Directors), but only upon giving the notices required by Section 3.5
at least ten days prior to taking such action.


 


(e)                                  Except as herein otherwise expressly
provided, no adjustment in the Warrant Price shall be made by reason of the
issuance of any securities of the Company or for any other reason whatsoever.


 


(f)                                    No fractional Warrant Securities shall be
issued upon the exercise of Warrants. If more than one Warrant shall be
exercised at one time by the same holder, the number of full Warrant Securities
which shall be issuable upon such exercise shall be computed on the basis of
the aggregate number of Warrant Securities purchased pursuant to the Warrants
so exercised. Instead of any fractional Warrant Security which would otherwise
be issuable upon exercise of any Warrant, the Company shall pay a cash
adjustment in respect of such fraction in an amount equal to the same fraction
of the last reported sale price (or bid price if there were no sales) per
Warrant Security, in either case as reported on the principal registered
national securities exchange on which the 


 

















 


Warrant Securities are
listed or admitted to trading on the business day that next precedes the day of
exercise or, if the Warrant Securities are not then listed or admitted to
trading on any registered national securities exchange, the average of the
closing high bid and low asked prices as reported on the OTC Bulletin
Board Service (the “OTC Bulletin Board”)
operated by the Financial Industry Regulatory Authority, Inc. (“FINRA”) or, if not available on the OTC
Bulletin Board, then the average of the closing high bid and low asked prices
as reported on any other U.S. quotation medium or inter-dealer quotation system
on such date, or if on any such date the Warrant Securities are not listed or
admitted to trading on a registered national securities exchange, are not
included in the OTC Bulletin Board, and are not quoted on any other U.S.
quotation medium or inter-dealer quotation system, an amount equal to the same
fraction of the average of the closing bid and asked prices as furnished by any
FINRA member firm selected from time to time by the Company for that purpose at
the close of business on the business day that next precedes the day of
exercise.


 


(g)                                 Whenever the Warrant Price then in effect
is adjusted as herein provided, the Company shall mail to each holder of the
Warrants at such holder’s address as it shall appear on the books of the
Company a statement setting forth the adjusted Warrant Price then and
thereafter effective under the provisions hereof, together with the facts, in
reasonable detail, upon which such adjustment is based.


 


3.5                          Notice to
Warrantholders.
In case the Company shall (a) effect any dividend or distribution
described in Section 3.4(b), (b) effect any Reorganization Event, (c) make
any distribution on or in respect of the [title of Preferred Stock purchasable
through the exercise of the Warrants] in connection with the dissolution,
liquidation or winding up of the Company, or (d) reduce the then current
Warrant Price pursuant to Section 3.4(d), then the Company shall mail to
each holder of Warrants at such holder’s address as it shall appear on the
books of the Warrant Agent, at least ten days prior to the applicable date
hereinafter specified, a notice stating (x) the record date for such
dividend or distribution, or, if a record is not to be taken, the date as of
which the holders of record of [title of Preferred Stock purchasable through
the exercise of Warrants] that will be entitled to such dividend or
distribution are to be determined, (y) the date on which such
Reorganization Event, dissolution, liquidation or winding up is expected to
become effective, and the date as of which it is expected that holders of
[title of Preferred Stock purchasable through the exercise of the Warrants] of
record shall be entitled to exchange their shares of [title of Preferred Stock
purchasable through the exercise of the Warrants] for securities or other
property deliverable upon such Reorganization Event, dissolution, liquidation
or winding up, or (z) the first date on which the then current Warrant
Price shall be reduced pursuant to Section 3.4(d). No failure to mail such
notice nor any defect therein or in the mailing thereof shall affect any such
transaction or any adjustment in the Warrant Price required by Section 3.4.


 


3.6                          [IF THE WARRANTS ARE
SUBJECT TO ACCELERATION BY THE COMPANY, INSERT—ACCELERATION OF WARRANTS BY THE
COMPANY.


 


(a)                                  At any time on or after
                         ,
the Company shall have the right to accelerate any or all Warrants at any time
by causing them to expire at the close of business on the day next preceding a
specified date (the “Acceleration Date”),
if the Market Price (as hereinafter defined) of the [title of Preferred Stock
purchasable through the exercise of the Warrants] equals or exceeds 
                           percent (
          %) of the then effective
Warrant Price on any twenty Trading Days (as hereinafter defined) within a
period of thirty consecutive Trading Days ending no more than five Trading Days
prior to the date on which the Company gives notice to the Warrant Agent of its
election to accelerate the Warrants.


 


(b)                                  “Market Price” for each Trading Day shall be, if the
[title of Preferred Stock purchasable through the exercise of the Warrants] is
listed or admitted to trading on any registered national securities exchange,
the last reported sale price, regular way (or, if no such price is reported,
the average of the reported closing bid and asked prices, regular way) of
[title of Preferred Stock purchasable through the exercise of the Warrants], in
either case as reported on the principal registered national securities
exchange on which the [title of Preferred Stock purchasable through the
exercise of the Warrants] is listed or admitted to trading or, if not listed or
admitted to trading on any registered national securities exchange, the average
of the closing high bid and low asked prices as reported on the
OTC Bulletin Board operated by FINRA, or if not available on the OTC Bulletin
Board, then the average of the closing high bid and low asked prices as
reported on any other U.S. quotation medium or inter-dealer quotation system,
or if on any such date the shares of [title of Preferred Stock purchasable
through the exercise of the Warrants] are not listed or admitted to trading on
a registered national securities exchange, are not included in the OTC Bulletin
Board, and are not quoted on any other U.S. quotation medium or inter-dealer
quotation system, the average of the closing bid and asked prices as furnished
by any FINRA member firm selected from time to time by the Company for that
purpose. “Trading Day” shall be each Monday through Friday, other than any day
on which securities are not traded in the system or on the exchange that is the
principal market for the [title of Preferred Stock purchasable through the
exercise of the Warrants], as determined by the Board of Directors of the
Company.


 


(c)                                  In the event of an acceleration of less
than all of the Warrants, the Warrant Agent shall select the Warrants to be
accelerated by lot, pro rata or in such other manner as it deems, in its
discretion, to be fair and appropriate.


 


(d)                                  Notice of an acceleration specifying the
Acceleration Date shall be sent by mail first class, postage prepaid, to each
registered holder of a Warrant Certificate representing a Warrant accelerated
at such holder’s address appearing on the books of the Warrant Agent not more
than sixty days nor less than thirty days before the Acceleration Date. Such
notice of an acceleration also shall be given no more than twenty days, and no
less than ten days, prior to the mailing of notice to registered holders 


 

















 


of Warrants pursuant to
this Section 3.6, by publication at least once in a newspaper of general
circulation in the City of New York.


 


(e)                                  Any Warrant accelerated may be exercised
until [         ] p.m.,
[              ]
time, on the business day next preceding the Acceleration Date. The Warrant
Price shall be payable as provided in Section 2.]


 


ARTICLE
4


 


EXCHANGE
AND TRANSFER OF WARRANT CERTIFICATES


 


4.1                          Exchange and Transfer of
Warrant Certificates. [If Other
Securities with Warrants which are immediately detachable— Upon]
[ If Other Securities
with Warrants which are not immediately detachable— Prior to the
Detachable Date, a Warrant Certificate may be exchanged or transferred only
together with the Other Security to which the Warrant Certificate was initially
attached, and only for the purpose of effecting or in conjunction with an
exchange or transfer of such Other Security. Prior to any Detachable Date, each
transfer of the Other Security shall operate also to transfer the related
Warrant Certificates. After the Detachable Date, upon] surrender at the
corporate trust office of the Warrant Agent, Warrant Certificates evidencing
Warrants may be exchanged for Warrant Certificates in other denominations
evidencing such Warrants or the transfer thereof may be registered in whole or
in part; provided that such other Warrant Certificates evidence Warrants for
the same aggregate number of Warrant Securities as the Warrant Certificates so
surrendered. The Warrant Agent shall keep, at its corporate trust office, books
in which, subject to such reasonable regulations as it may prescribe, it shall
register Warrant Certificates and exchanges and transfers of outstanding
Warrant Certificates, upon surrender of the Warrant Certificates to the Warrant
Agent at its corporate trust office for exchange or registration of transfer,
properly endorsed or accompanied by appropriate instruments of registration of
transfer and written instructions for transfer, all in form satisfactory to the
Company and the Warrant Agent. No service charge shall be made for any exchange
or registration of transfer of Warrant Certificates, but the Company may
require payment of a sum sufficient to cover any stamp or other tax or other
governmental charge that may be imposed in connection with any such exchange or
registration of transfer. Whenever any Warrant Certificates are so surrendered
for exchange or registration of transfer, an authorized officer of the Warrant
Agent shall manually countersign and deliver to the person or persons entitled
thereto a Warrant Certificate or Warrant Certificates duly authorized and
executed by the Company, as so requested. The Warrant Agent shall not be
required to effect any exchange or registration of transfer which will result
in the issuance of a Warrant Certificate evidencing a Warrant for a fraction of
a Warrant Security or a number of Warrants for a whole number of Warrant
Securities and a fraction of a Warrant Security. All Warrant Certificates
issued upon any exchange or registration of transfer of Warrant Certificates
shall be the valid obligations of the Company, evidencing the same obligations
and entitled to the same benefits under this Agreement as the Warrant
Certificate surrendered for such exchange or registration of transfer.


 


4.2                          Treatment of Holders of
Warrant Certificates. [If Other
Securities and Warrants are not immediately detachable— Prior to
the Detachable Date, the Company, the Warrant Agent and all other persons may
treat the owner of the Other Security as the owner of the Warrant Certificates
initially attached thereto for any purpose and as the person entitled to
exercise the rights represented by the Warrants evidenced by such Warrant
Certificates, any notice to the contrary notwithstanding. After the Detachable
Date and prior to due presentment of a Warrant Certificate for registration of
transfer, the] [The] Company, the Warrant Agent and all other persons may treat
the registered holder of a Warrant Certificate as the absolute owner thereof
for any purpose and as the person entitled to exercise the rights represented
by the Warrants evidenced thereby, any notice to the contrary notwithstanding.


 


4.3                          Cancellation of Warrant
Certificates. Any
Warrant Certificate surrendered for exchange, registration of transfer or
exercise of the Warrants evidenced thereby shall, if surrendered to the
Company, be delivered to the Warrant Agent and all Warrant Certificates
surrendered or so delivered to the Warrant Agent shall be promptly canceled by
the Warrant Agent and shall not be reissued and, except as expressly permitted
by this Agreement, no Warrant Certificate shall be issued hereunder in exchange
therefor or in lieu thereof. The Warrant Agent shall deliver to the Company
from time to time or otherwise dispose of canceled Warrant Certificates in a
manner satisfactory to the Company.


 


ARTICLE
5


 


CONCERNING
THE WARRANT AGENT


 


5.1                          Warrant Agent. The Company hereby appoints
                            
as Warrant Agent of the Company in respect of the Warrants and the Warrant
Certificates upon the terms and subject to the conditions herein set forth, and
                          
hereby accepts such appointment. The Warrant Agent shall have the powers and
authority granted to and conferred upon it in the Warrant Certificates and
hereby and such further powers and authority to act on behalf of the Company as
the Company may hereafter grant to or confer upon it. All of the terms and
provisions with respect to such powers and authority contained in the Warrant
Certificates are subject to and governed by the terms and provisions hereof.


 


5.2                          Conditions of Warrant
Agent’s Obligations.
The Warrant Agent accepts its obligations herein set forth upon the terms and
conditions hereof, including the following to all of which the Company agrees
and to all of which the rights hereunder of the holders from time to time of
the Warrant Certificates shall be subject:


 

















 


(a)                                  Compensation and
Indemnification.
The Company agrees promptly to pay the Warrant Agent the compensation to be
agreed upon with the Company for all services rendered by the Warrant Agent and
to reimburse the Warrant Agent for reasonable out-of-pocket expenses (including
reasonable counsel fees) incurred without negligence, bad faith or willful
misconduct by the Warrant Agent in connection with the services rendered
hereunder by the Warrant Agent. The Company also agrees to indemnify the
Warrant Agent for, and to hold it harmless against, any loss, liability or
expense incurred without negligence, bad faith or willful misconduct on the
part of the Warrant Agent, arising out of or in connection with its acting as
Warrant Agent hereunder, including the reasonable costs and expenses of
defending against any claim of such liability.


 


(b)                                  Agent for the Company.  In acting under this Warrant
Agreement and in connection with the Warrant Certificates, the Warrant Agent is
acting solely as agent of the Company and does not assume any obligations or
relationship of agency or trust for or with any of the holders of Warrant
Certificates or beneficial owners of Warrants.


 


(c)                                  Counsel. The Warrant Agent may consult with
counsel satisfactory to it, which may include counsel for the Company, and the
written advice of such counsel shall be full and complete authorization and
protection in respect of any action taken, suffered or omitted by it hereunder
in good faith and in accordance with the advice of such counsel.


 


(d)                                  Documents. The Warrant Agent shall be protected and
shall incur no liability for or in respect of any action taken or omitted by it
in reliance upon any Warrant Certificate, notice, direction, consent,
certificate, affidavit, statement or other paper or document reasonably
believed by it to be genuine and to have been presented or signed by the proper
parties.


 


(e)                                  Certain Transactions. The Warrant Agent, and its officers,
directors and employees, may become the owner of, or acquire any interest in,
Warrants, with the same rights that it or they would have if it were not the
Warrant Agent hereunder, and, to the extent permitted by applicable law, it or
they may engage or be interested in any financial or other transaction with the
Company and may act on, or as depositary, trustee or agent for, any committee
or body of holders of Warrant Securities or other obligations of the Company as
freely as if it were not the Warrant Agent hereunder. Nothing in this Warrant
Agreement shall be deemed to prevent the Warrant Agent from acting as trustee
under any indenture to which the Company is a party.


 


(f)                                    No Liability for
Interest. Unless
otherwise agreed with the Company, the Warrant Agent shall have no liability
for interest on any monies at any time received by it pursuant to any of the
provisions of this Agreement or of the Warrant Certificates.


 


(g)                                 No Liability for
Invalidity. The
Warrant Agent shall have no liability with respect to any invalidity of this
Agreement or any of the Warrant Certificates (except as to the Warrant Agent’s
countersignature thereon).


 


(h)                                 No Responsibility for
Representations.
The Warrant Agent shall not be responsible for any of the recitals or
representations herein or in the Warrant Certificates (except as to the Warrant
Agent’s countersignature thereon), all of which are made solely by the Company.


 


(i)                                    No Implied Obligations. The Warrant Agent shall be obligated to
perform only such duties as are herein and in the Warrant Certificates
specifically set forth and no implied duties or obligations shall be read into
this Agreement or the Warrant Certificates against the Warrant Agent. The
Warrant Agent shall not be under any obligation to take any action hereunder
which may tend to involve it in any expense or liability, the payment of which
within a reasonable time is not, in its reasonable opinion, assured to it. The
Warrant Agent shall not be accountable or under any duty or responsibility for
the use by the Company of any of the Warrant Certificates authenticated by the
Warrant Agent and delivered by it to the Company pursuant to this Agreement or
for the application by the Company of the proceeds of the Warrant Certificates.
The Warrant Agent shall have no duty or responsibility in case of any default
by the Company in the performance of its covenants or agreements contained
herein or in the Warrant Certificates or in the case of the receipt of any
written demand from a holder of a Warrant Certificate with respect to such
default, including, without limiting the generality of the foregoing, any duty
or responsibility to initiate or attempt to initiate any proceedings at law or
otherwise or, except as provided in Section 6.2 hereof, to make any demand
upon the Company.


 


5.3                          Resignation, Removal and
Appointment of Successors.


 


(a)                                  The Company agrees, for the benefit of
the holders from time to time of the Warrant Certificates, that there shall at
all times be a Warrant Agent hereunder until all the Warrants have been
exercised or are no longer exercisable.


 


(b)                                  The Warrant Agent may at any time resign
as agent by giving written notice to the Company of such intention on its part,
specifying the date on which its desired resignation shall become effective;
provided that such date shall not be less than three months after the date on
which such notice is given unless the Company otherwise agrees. The Warrant
Agent hereunder may be removed at any time by the filing with it of an
instrument in writing signed by or on behalf of the Company and specifying such
removal and the intended date when it shall become effective. Such resignation
or removal shall take effect upon the appointment by the Company, as
hereinafter provided, of a successor Warrant Agent (which shall be a bank or
trust company authorized under the laws of the jurisdiction of its organization
to exercise corporate trust powers) and the acceptance of such


 

















 


appointment by such
successor Warrant Agent. The obligation of the Company under Section 5.2(a) shall
continue to the extent set forth therein notwithstanding the resignation or
removal of the Warrant Agent.


 


(c)                                  In case at any time the Warrant Agent
shall resign, or shall be removed, or shall become incapable of acting, or
shall be adjudged a bankrupt or insolvent, or shall commence a voluntary case
under the Federal bankruptcy laws, as now or hereafter constituted, or under
any other applicable Federal or state bankruptcy, insolvency or similar law or
shall consent to the appointment of or taking possession by a receiver,
custodian, liquidator, assignee, trustee, sequestrator (or other similar official)
of the Warrant Agent or its property or affairs, or shall make an assignment
for the benefit of creditors, or shall admit in writing its inability to pay
its debts generally as they become due, or shall take corporate action in
furtherance of any such action, or a decree or order for relief by a court
having jurisdiction in the premises shall have been entered in respect of the
Warrant Agent in an involuntary case under the Federal bankruptcy laws, as now
or hereafter constituted, or any other applicable Federal or state bankruptcy,
insolvency or similar law, or a decree or order by a court having jurisdiction
in the premises shall have been entered for the appointment of a receiver,
custodian, liquidator, assignee, trustee, sequestrator (or similar official) of
the Warrant Agent or of its property or affairs, or any public officer shall
take charge or control of the Warrant Agent or of its property or affairs for
the purpose of rehabilitation, conservation, winding up or liquidation, a
successor Warrant Agent, qualified as aforesaid, shall be appointed by the
Company by an instrument in writing, filed with the successor Warrant Agent.
Upon the appointment as aforesaid of a successor Warrant Agent and acceptance
by the successor Warrant Agent of such appointment, the Warrant Agent shall
cease to be Warrant Agent hereunder.


 


(d)                                  Any successor Warrant Agent appointed
hereunder shall execute, acknowledge and deliver to its predecessor and to the
Company an instrument accepting such appointment hereunder, and thereupon such
successor Warrant Agent, without any further act, deed or conveyance, shall
become vested with all the authority, rights, powers, trusts, immunities,
duties and obligations of such predecessor with like effect as if originally
named as Warrant Agent hereunder, and such predecessor, upon payment of its
charges and disbursements then unpaid, shall thereupon become obligated to
transfer, deliver and pay over, and such successor Warrant Agent shall be
entitled to receive, all monies, securities and other property on deposit with
or held by such predecessor, as Warrant Agent hereunder.


 


(e)                                  Any corporation into which the Warrant
Agent hereunder may be merged or converted or any corporation with which the
Warrant Agent may be consolidated, or any corporation resulting from any
merger, conversion or consolidation to which the Warrant Agent shall be a
party, or any corporation to which the Warrant Agent shall sell or otherwise
transfer all or substantially all the assets and business of the Warrant Agent,
provided that it shall be qualified as aforesaid, shall be the successor
Warrant Agent under this Agreement without the execution or filing of any paper
or any further act on the part of any of the parties hereto.


 


ARTICLE
6


 


MISCELLANEOUS


 


6.1                          Amendment. This Agreement may be amended by the
parties hereto, without the consent of the holder of any Warrant Certificate,
for the purpose of curing any ambiguity, or of curing, correcting or
supplementing any defective provision contained herein, or making any other
provisions with respect to matters or questions arising under this Agreement as
the Company and the Warrant Agent may deem necessary or desirable; provided
that such action shall not materially adversely affect the interests of the
holders of the Warrant Certificates.


 


6.2                          Notices and Demands to
the Company and Warrant Agent. If the Warrant Agent shall receive any notice or
demand addressed to the Company by the holder of a Warrant Certificate pursuant
to the provisions of the Warrant Certificates, the Warrant Agent shall promptly
forward such notice or demand to the Company.


 


6.3                          Addresses. Any communication from the Company to
the Warrant Agent with respect to this Agreement shall be addressed to 
                         
, Attention: 
                           and any communication from the Warrant Agent
to the Company with respect to this Agreement shall be addressed to Affymax, Inc.,
4001 Miranda Avenue, Palo Alto, CA 94304, Attn: Chief Financial Officer (or
such other address as shall be specified in writing by the Warrant Agent or by
the Company).


 


6.4                          Governing Law. This Agreement and each Warrant
Certificate issued hereunder shall be governed by and construed in accordance
with the laws of the State of New York.


 


6.5                          Delivery of Prospectus. The Company shall furnish to the Warrant
Agent sufficient copies of a prospectus meeting the requirements of the
Securities Act of 1933, as amended, relating to the Warrant Securities
deliverable upon exercise of the Warrants (the “Prospectus”), and the Warrant Agent agrees that upon the
exercise of any Warrant, the Warrant Agent will deliver to the holder of the
Warrant Certificate evidencing such Warrant, prior to or concurrently with the
delivery of the Warrant Securities issued upon such exercise, a Prospectus.


 


The Warrant Agent shall
not, by reason of any such delivery, assume any responsibility for the accuracy
or adequacy of such 


 

















 


Prospectus.


 


6.6                          Obtaining of
Governmental Approvals. The Company will from time to time take all action which may be
necessary to obtain and keep effective any and all permits, consents and
approvals of governmental agencies and authorities and securities act filings
under United States Federal and state laws (including without limitation a
registration statement in respect of the Warrants and Warrant Securities under
the Securities Act of 1933, as amended), which may be or become requisite in
connection with the issuance, sale, transfer, and delivery of the Warrant
Securities issued upon exercise of the Warrants, the issuance, sale, transfer
and delivery of the Warrants or upon the expiration of the period during which
the Warrants are exercisable.


 


6.7                          Persons Having Rights
Under Warrant Agreement. Nothing in this Agreement shall give to any person other than the Company,
the Warrant Agent and the holders of the Warrant Certificates any right, remedy
or claim under or by reason of this Agreement.


 


6.8                          Headings. The descriptive headings of the several
Articles and Sections of this Agreement are inserted for convenience only and
shall not control or affect the meaning or construction of any of the
provisions hereof.


 


6.9                          Counterparts. This Agreement may be executed in any
number of counterparts, each of which as so executed shall be deemed to be an
original, but such counterparts shall together constitute but one and the same
instrument.


 


6.10                   Inspection of Agreement. A copy of this Agreement shall be
available at all reasonable times at the principal corporate trust office of
the Warrant Agent for inspection by the holder of any Warrant Certificate. The
Warrant Agent may require such holder to submit his Warrant Certificate for
inspection by it.


 


IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed, all as of the day and year first above written.


 


	
   

  	
   

  	
  AFFYMAX, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Its

  	
   

  
	
   

  	
   

  	
   

  
	
  Attest:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  WARRANT AGENT

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Its

  	
   

  
	
   

  	
   

  	
   

  
	
  Attest:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


[SIGNATURE PAGE TO
PREFERRED STOCK WARRANT AGREEMENT]


 
















 


EXHIBIT
A


 


FORM OF
WARRANT CERTIFICATE


[FACE
OF WARRANT CERTIFICATE]


 


	
  [[Form if Warrants
  are attached to Other Securities and are not immediately detachable.]

  	
   

  	
  [Prior to
                      ,
  this Warrant Certificate cannot be transferred or exchanged unless attached
  to a [Title of Other Securities].]

  
	
   

  	
   

  	
   

  
	
  [Form of Legend if
  Warrants are not immediately exercisable.]

  	
   

  	
  [Prior to
                      ,
  Warrants evidenced by this Warrant Certificate cannot be exercised.]

  



 


EXERCISABLE ONLY
IF COUNTERSIGNED BY THE WARRANT AGENT AS PROVIDED HEREIN


 


VOID AFTER
[        ] P.M.,
[              ]
TIME, ON
                    ,


 

















 


AFFYMAX,
INC.


WARRANT
CERTIFICATE REPRESENTING


WARRANTS
TO PURCHASE


[TITLE
OF WARRANT SECURITIES]


 


	
  No.

  	
  Warrants

  



 


This certifies that
                       
or registered assigns is the registered owner of the above indicated number of
Warrants, each Warrant entitling such owner [ if Warrants are attached to Other Securities and are
not immediately detachable— , subject to the registered owner
qualifying as a “Holder” of this Warrant Certificate, as hereinafter defined),]
to purchase, at any time [after [
          ] p.m., [
              ]
time, on  
                       
and] on or before [         ] p.m., [
              ]
time, on                          
shares of [Title of Warrant Securities] (the “Warrant
Securities”), of Affymax, Inc. (the “Company”) on the following basis: during the period
from  
                       
, through and including                          
, the exercise price per Warrant Security will be $
           , subject to
adjustment as provided in the Warrant Agreement (as hereinafter defined) (the “Warrant Price”). The Holder may exercise
the Warrants evidenced hereby by providing certain information set forth on the
back hereof and by paying in full, in lawful money of the United States of
America, [in cash or by certified check or official bank check in New York
Clearing House funds] [by bank wire transfer in immediately available funds],
the Warrant Price for each Warrant Security with respect to which this Warrant
is exercised to the Warrant Agent (as hereinafter defined) and by surrendering
this Warrant Certificate, with the purchase form on the back hereof duly
executed, at the corporate trust office of [name of Warrant Agent], or its
successor as warrant agent (the “Warrant
Agent”), which is, on the date hereof, at the address specified on
the reverse hereof, and upon compliance with and subject to the conditions set
forth herein and in the Warrant Agreement (as hereinafter defined).


 


The term “Holder” as used herein shall mean [if Warrants are attached to Other
Securities and are not immediately detachable— prior
to  
                       
(the “Detachable Date”), the
registered owner of the Company’s [title of Other Securities] to which this
Warrant Certificate was initially attached, and after such Detachable Date,]
the person in whose name at the time this Warrant Certificate shall be
registered upon the books to be maintained by the Warrant Agent for that
purpose pursuant to Section 4 of the Warrant Agreement.


 


The Warrants evidenced by
this Warrant Certificate may be exercised to purchase a whole number of Warrant
Securities in registered form. Upon any exercise of fewer than all of the
Warrants evidenced by this Warrant Certificate, there shall be issued to the
Holder hereof a new Warrant Certificate evidencing Warrants for the number of
Warrant Securities remaining unexercised.


 


This Warrant Certificate
is issued under and in accordance with the Warrant Agreement dated as of
                       ,
            (the “Warrant Agreement”), between the Company
and the Warrant Agent and is subject to the terms and provisions contained in
the Warrant Agreement, to all of which terms and provisions the Holder of this
Warrant Certificate consents by acceptance hereof. Copies of the Warrant
Agreement are on file at the above-mentioned office of the Warrant Agent.


 


[If Warrants are attached to Other
Securities and are not immediately detachable — Prior to the
Detachable Date, this Warrant Certificate may be exchanged or transferred only
together with the [Title of Other Securities] (the “Other Securities”) to which this Warrant Certificate was
initially attached, and only for the purpose of effecting or in conjunction
with, an exchange or transfer of such Other Security. Additionally, on or prior
to the Detachable Date, each transfer of such Other Security on the register of
the Other Securities shall operate also to transfer this Warrant Certificate.
After such date, transfer of this] [If Warrants are attached to Other Securities and are
immediately detachable — Transfer of this] Warrant Certificate
may be registered when this Warrant Certificate is surrendered at the corporate
trust office of the Warrant Agent by the registered owner or such owner’s
assigns, in the manner and subject to the limitations provided in the Warrant
Agreement.


 


[If Other Securities with Warrants
which are not immediately detachable — Except as provided in the
immediately preceding paragraph, after] [ If Other Securities with Warrants which are immediately
detachable or Warrants alone — After] countersignature by the
Warrant Agent and prior to the expiration of this Warrant Certificate, this
Warrant Certificate may be exchanged at the corporate trust office of the
Warrant Agent for Warrant Certificates representing Warrants for the same
aggregate number of Warrant Securities.


 


This Warrant Certificate
shall not entitle the Holder hereof to any of the rights of a holder of the
Warrant Securities, including, without limitation, the right to receive
payments of dividends or distributions, if any, on the Warrant Securities
(except to the extent set forth in the Warrant Agreement) or to exercise any
voting rights.


 


Reference is hereby made
to the further provisions of this Warrant Certificate set forth on the reverse
hereof, which further provisions shall for all purposes have the same effect as
if set forth at this place.


 

















 


This Warrant Certificate
shall not be valid or obligatory for any purpose until countersigned by the
Warrant Agent.


 


IN WITNESS WHEREOF, the Company has caused this Warrant to be executed in
its name and on its behalf by the facsimile signatures of its duly authorized
officers.


 


	
  Dated:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  AFFYMAX, INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Its:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Attest:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Countersigned:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  As Warrant Agent

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Authorized
  Signature

  



 

















 


[REVERSE
OF WARRANT CERTIFICATE]


 


(Instructions
for Exercise of Warrant)


 


To exercise any Warrants
evidenced hereby for Warrant Securities (as hereinafter defined), the Holder
must pay, in lawful money of the United States of America, [in cash or by
certified check or official bank check in New York Clearing House funds] [by
bank wire transfer in immediately available funds], the Warrant Price in full
for Warrants exercised, to [Warrant Agent] [address of Warrant Agent], Attn:                      
, which payment must specify the name of the Holder and the number of Warrants
exercised by such Holder. In addition, the Holder must complete the information
required below and present this Warrant Certificate in person or by mail
(certified or registered mail is recommended) to the Warrant Agent at the
appropriate address set forth above. This Warrant Certificate, completed and duly
executed, must be received by the Warrant Agent within five business days of
the payment.


 


(To be executed
upon exercise of Warrants)


 


The undersigned hereby
irrevocably elects to exercise
                 
Warrants, evidenced by this Warrant Certificate, to purchase                  
shares of the [Title of Warrant Securities] (the “Warrant Securities”), of Affymax, Inc. and represents
that he has tendered payment for such Warrant Securities, in lawful money of
the United States of America, [in cash or by certified check or official bank
check in New York Clearing House funds] [by bank wire transfer in immediately
available funds], to the order of Affymax, Inc., c/o [insert name and
address of Warrant Agent], in the amount of $
         in accordance with the terms
hereof. The undersigned requests that said Warrant Securities be in fully
registered form in the authorized denominations, registered in such names and
delivered all as specified in accordance with the instructions set forth below.


 


If the number of Warrants
exercised is less than all of the Warrants evidenced hereby, the undersigned
requests that a new Warrant Certificate evidencing the Warrants for the number
of Warrant Securities remaining unexercised be issued and delivered to the
undersigned unless otherwise specified in the instructions below.


 


	
  Dated:

  	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Please Print

  
	
   

  	
   

  
	
   

  	
   

  
	
  Address:

  	
   

  



 


 


	
   

  	
   

  
	
  (Insert Social Security
  or Other Identifying Number of Holder)

  	
   

  



 


	
  Signature Guaranteed:

  	
   

  	
   

  
	
   

  	
  Signature

  	
   

  



 


(Signature must conform
in all respects to name of holder as specified on the face of this Warrant
Certificate and must bear a signature guarantee by a FINRA member firm).


 


This Warrant may be
exercised at the following addresses:


 


By hand at:


 


 


 


By mail at:


 


 


[Instructions as to form
and delivery of Warrant Securities and, if applicable, Warrant Certificates
evidencing Warrants for the number


 

















 


of Warrant Securities
remaining unexercised—complete as appropriate.]


 

















 


ASSIGNMENT


 


[Form of
assignment to be executed if Warrant Holder desires to transfer Warrant)


 


FOR VALUE RECEIVED,
                    
hereby sells, assigns and transfers unto:


 


 


	
   

  	
   

  	
   

  
	
  (Please print name and
  address including zip code)

  	
   

  	
  Please print Social
  Security or other identifying number

  



 


the right represented by
the within Warrant to purchase
                    
shares of [Title of Warrant Securities] of Affymax, Inc. to which the
within Warrant relates and appoints                     
attorney to transfer such right on the books of the Warrant Agent with full
power of substitution in the premises.


 


	
  Dated:

  	
   

  	
   

  	
   

  
	
   

  	
  Signature

  



 


(Signature must conform
in all respects to name of holder as specified on the face of the Warrant)


 


Signature Guaranteed