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Exhibit 4.4  


        THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE
TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR PURSUANT TO RULE 144 OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE CORPORATION AND ITS COUNSEL THAT SUCH REGISTRATION
IS NOT REQUIRED.


 
 

WARRANT TO PURCHASE STOCK    
    



	Corporation:	 	PROMETHEUS LABORATORIES, INC., a California Corporation
	Number of Shares:	 	21,429
	Class of Stock:	 	Common Stock
	Initial Exercise Price:	 	$1.75 per share
	Issue Date:	 	April 6, 2000
	Expiration Date:	 	April 5, 2005 (Subject to Article 4.1)





        THIS
WARRANT CERTIFIES THAT, in consideration of the payment of $1.00 and for other good and valuable consideration, IMPERIAL BANCORP or registered assignee ("Holder") is entitled to
purchase the number of fully paid and nonassessable shares of the class of securities (the "Shares") of the corporation (the "Company") at the initial exercise price per Share (the "Warrant Price")
all as set forth above and as adjusted pursuant to Article 2 of this Warrant, subject to the provisions and upon the terms and conditions set forth of this Warrant. 


ARTICLE 1.    EXERCISE  


        1.1    Method of Exercise.    Holder may exercise this Warrant by delivering this Warrant and a duly executed Notice
of Exercise in substantially the form attached as Appendix 1 to the principal office of the Company. Unless Holder is exercising the conversion right set forth in Section 1.2, Holder
shall also deliver to the Company a check for the aggregate Warrant Price for the Shares being purchased. 



        1.2    Conversion Right.    In lieu of exercising this Warrant as specified in Section 1.1, Holder may from
time to time convert this Warrant, in whole or in part, into a number of Shares determined by dividing (a) the aggregate fair market value of the Shares or other securities otherwise issuable
upon exercise of this Warrant minus the aggregate Warrant Price of such Shares by (b) the fair market value of one Share. The fair market value of the Shares shall be determined pursuant to
Section 1.3. 


        1.3    Fair Market Value.    If the Shares are traded regularly in a public market, the fair market value of the
Shares shall be the average of the closing prices of the Shares (or the closing price of the Company's stock into which the Shares are convertible) reported for the 15 business days immediately before
Holder delivers its Notice of Exercise to the Company. If the Shares are not regularly traded in a public market, the Board of Directors of the Company shall determine fair market value in its
reasonable good faith judgment. The foregoing notwithstanding, if Holder advises the Board of Directors in writing that Holder disagrees with such determination, then the Company and Holder shall
promptly agree upon a reputable investment banking firm to undertake such valuation. If the valuation of such investment banking firm is ten percent (10%) or more greater than that determined by the
Board of Directors, then all fees and expenses of such investment banking firm shall be paid by the Company. In all other circumstances, such fees and expenses shall be paid by Holder. 



        1.4    Delivery of Certificate and New Warrant.    Promptly after Holder exercises or converts this Warrant, the
Company shall deliver to Holder certificates for the Shares acquired and, if this Warrant has not been fully exercised or converted and has not expired, a new Warrant representing the Shares not so
acquired. 







 



        1.5    Replacement of Warrants.    On receipt of evidence reasonably satisfactory to the Company of the loss, theft,
destruction or mutilation of this Warrant and, in the case of loss, theft or destruction, on delivery of an indemnity agreement reasonably satisfactory in form and amount to the Company or, in the
case of mutilation, on surrender and cancellation of this Warrant, the Company at its expense shall execute and deliver, in lieu of this Warrant, a new warrant of like tenor. 


        1.6    Repurchase on Sale, Merger, or Consolidation of the Company.    




        1.6.1.    "Acquisition".    For the purpose of this Warrant, "Acquisition" means any sale, license, or other
disposition of all or substantially all of the assets (including intellectual property) of the Company, other than in the ordinary course of business,
or any reorganization, consolidation, or merger of the Company where the holders of the Company's securities before the transaction beneficially own less than 50% of the outstanding voting securities
of the surviving entity after the transaction. 


        1.6.2.    Assumption of Warrant.    If upon the closing of any Acquisition the successor entity assumes the
obligations of this Warrant, then this Warrant shall be exercisable for the same securities, cash, and property as would be payable for the Shares issuable upon exercise of the unexercised portion of
this Warrant as if such Shares were outstanding on the record date for the Acquisition and subsequent closing. The Warrant Price shall be adjusted accordingly. The Company shall use reasonable efforts
to cause the surviving corporation to assume the obligations of this Warrant. 


        1.6.3.    Nonassumption.    If upon the closing of any Acquisition the successor entity does not assume the
obligations of this Warrant and Holder has not otherwise exercised this Warrant in full, then the unexercised portion of this Warrant shall be deemed to have been automatically converted pursuant to
Section 1.2 and thereafter Holder shall participate in the Acquisition on the same terms as other holders of the same class of securities of the Company. 



        1.6.4    Intentionally omitted.    





ARTICLE 2.    ADJUSTMENTS TO THE SHARES.  


        2.1    Stock Dividends, Splits, Etc.    If the Company declares or pays a dividend on its common stock payable in
common stock, or other securities, subdivides the outstanding common stock into a greater amount of common stock, then upon exercise of this Warrant, for each Share acquired, Holder shall receive,
without cost to Holder, the total number and kind of securities to which Holder would have been entitled had Holder owned the Shares of record as of the date the dividend or subdivision occurred. 


        2.2    Reclassification, Exchange or Substitution.    Upon any reclassification, exchange, substitution, or other
event that results in a change of the number and/or class of the securities issuable upon exercise or conversion of this Warrant, Holder shall be entitled to receive, upon exercise or conversion of
this Warrant, the number and kind of securities and property that Holder would have received for the Shares if this Warrant had been exercised immediately before such reclassification, exchange,
substitution, or other event. Such an event shall include any automatic conversion of the outstanding or issuable securities of the Company of the same class or series as the-Shares to
common stock pursuant to the terms of the Company's Articles of Incorporation upon the closing of a registered public offering of the Company's common stock. The Company or its successor shall
promptly issue to Holder, a new Warrant for such new securities or other property. The new Warrant shall provide for adjustments which shall be as nearly equivalent as may be practicable to the
adjustments provided for in this Article 2 including, without limitation, adjustments to the Warrant Price and to the number of 


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securities
or property issuable upon exercise of the new Warrant. The provisions of this Section 2.2 shall similarly apply to successive reclassifications, exchanges, substitutions or other
events. 


        2.3    Adjustments for Combinations, Etc.    If the outstanding Shares are combined or consolidated, by
reclassification or otherwise, into a lesser number of shares, the Warrant Price shall be proportionately increased. 


        2.4    intentionally omitted    



        2.5    No Impairment.    The Company shall not, by amendment of its Articles of Incorporation or through a
reorganization, transfer of assets, consolidation, merger, dissolution, issue, or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the
terms to be observed or performed under this Warrant by the Company, but shall at all times in good faith assist in carrying out all the provisions of this Article 2 and in taking all such
action as may be necessary or appropriate to protect Holder's rights under this Article against impairment. If the Company takes any
action affecting the Shares or its common stock other than as described above that adversely affects Holder's rights under this Warrant, the Warrant Price shall be adjusted downward and the number of
Shares issuable upon exercise of this Warrant shall be adjusted upward in such a manner that the aggregate Warrant Price of this Warrant is unchanged. 


        2.6    Certificate as to Adjustments.    Upon each adjustment of the Warrant Price, the Company at its expense shall
promptly compute such adjustment, and furnish Holder with a certificate of its Chief Financial Officer setting forth such adjustment and the facts upon which such adjustment is based. The Company
shall, upon written request, furnish Holder a certificate setting forth the Warrant Price in effect upon the date thereof and the series of adjustments leading to such Warrant Price. 


ARTICLE 3.    REPRESENTATIONS AND COVENANTS OF THE COMPANY.  


        3.1    Representations and Warranties.    The Company hereby represents and warrants to the Holder as follows: 



        (a)   The
initial Warrant Price referenced on the first page of this Warrant is not greater than the fair market value of the Shares as of the date of this Warrant. 


        (b)   All
Shares which may be issued upon the exercise of the purchase right represented by this Warrant, and all securities, if any, issuable upon conversion of the Shares,
shall, upon issuance, be duly authorized, validly issued, fully paid and nonassessable, and free of any liens and encumbrances except for restrictions on transfer provided for herein or under
applicable federal and state securities laws. 




        3.2    Notice of Certain Events.    If the Company proposes at any time (a) to declare any dividend or
distribution upon its common stock, whether in cash, property, stock, or other securities and whether or not a regular cash dividend; (b) to offer for subscription pro rata to the holders of
any class or series of its stock any additional shares of stock of any class or series or other rights; (c) to effect any reclassification or recapitalization of common stock; (d) to
merge or consolidate with or into any other corporation, or sell, lease, license, or convey all or substantially all of its assets, or to liquidate, dissolve or wind up; or (e) offer holders of
registration rights the opportunity to participate in an underwritten public offering of the company's securities for cash, then, in connection with each such event, the Company shall give Holder
(1) at least 10 days prior written notice of the date on which a record will be taken for such dividend, distribution, or subscription rights (and specifying the date on which the
holders of common stock will be entitled thereto) or for determining rights to vote, if any, in respect of the. matters referred to in (c) and (d) above; (2) in the case of the
matters referred to in (c) and (d) above at least 20 days prior written notice of the date when the same will take place (and specifying the date on which the holders of common
stock will be entitled to exchange their common stock for securities or other property deliverable upon the occurrence of such event); and (3) in the 


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case
of the matter referred to in (e) above, the same notice as is given to the holders of such registration rights. 


        3.3    Information Rights.    So long as the Holder holds this Warrant and/or any of the Shares, the Company shall
deliver to the Holder (a) promptly after mailing, copies of all communiques to the shareholders of the Company, (b) within one hundred twenty (120) days after the end of each
fiscal year of the Company, the annual audited financial statements of the Company certified by independent public accountants of recognized standing and (c) within forty-five
(45) days after the end of each of the first three quarters of each fiscal year, the Company's quarterly, unaudited financial statements. 


        3.4    Registration Under Securities Act of 1933, as amended.    The Company agrees that the Shares shall be subject
to the registration rights set forth on Exhibit B. 


ARTICLE 4.    MISCELLANEOUS.  



        4.1    Term; Expiration.    This Warrant is exercisable, in whole or in part, at any time and from time to time on or
before the Expiration Date set forth above; provided, however, that if the Company completes its initial public offering fewer than three years prior to the Expiration Date, the Expiration Date shall
automatically be extended until the third anniversary of the effective date of the Company's initial public offering}. If this Warrant has not been exercised prior to the Expiration Date, this Warrant
shall
be deemed to have been automatically exercised on the Expiration Date by "cashless" conversion pursuant to Section 1.2. 



        4.2    Legends.    This Warrant and the Shares (and the securities issuable, directly or indirectly, upon conversion
of the Shares, if any) shall be imprinted with a legend in substantially the following form: 



THIS
SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR
PURSUANT TO RULE 144 OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE CORPORATION AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED. 




        4.3    Compliance with Securities Laws on Transfer.    This Warrant and the Shares issuable upon exercise this Warrant
(and the securities issuable, directly or indirectly, upon conversion of the Shares, if any) may not be transferred or assigned in whole or in part without compliance with applicable federal and state
securities laws by the transferor and the transferee (including, without limitation, the delivery of investment representation letters and legal opinions reasonably satisfactory to the Company). The
Company shall not require Holder to provide an opinion of counsel if the transfer is to an affiliate of Holder or if there is no material question as to the availability of current information as
referenced in Rule 144(c), Holder represents that it has complied with Rule 144(d) and (e) in reasonable detail, the selling broker represents that it has complied with
Rule 144(f), and the Company is provided with a copy of Holder's notice of proposed sale. 


        4.4    Transfer Procedure.    Subject to the provisions of Section 4.3, Holder may transfer all or part of this
Warrant or the Shares issuable upon exercise of this Warrant (or the securities issuable, directly or indirectly, upon conversion of the Shares, if any) by giving the Company notice of the portion of
the Warrant being transferred setting forth the name, address and taxpayer identification number of the transferee and surrendering this Warrant to the Company for reissuance to the transferee(s) (and
Holder, if applicable). Unless the Company is filing financial information with the SEC pursuant to the Securities Exchange Act of 1934, the Company shall have the right to refuse to transfer any
portion of this Warrant to any person who directly competes with the Company. 


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        4.5    Notices.    All notices and other communications from the Company to the Holder, or vice versa, shall be deemed
delivered and effective when given personally or mailed by first-class registered or certified mail, postage prepaid, at such address as may have been furnished to the Company or the Holder, as the
case may be, in writing by the Company or such Holder from time to time. 


        4.6    Waiver.    This Warrant and any term hereof may be changed, waived, discharged or terminated only by an
instrument in writing signed by the party against which enforcement of such change, waiver, discharge or termination is sought. 


        4.7    Attorneys' Fees.    In the event of any dispute between the parties concerning the terms and provisions of this
Warrant, the party prevailing in such dispute shall be entitled to collect from the other party all costs incurred in such dispute, including reasonable attorneys' fees. 


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



	 	 	PROMETHEUS LABORATORIES, INC.
	

 	
 	

By:	

/s/  MICHAEL J. WALSH      

	 	 	Name:	Michael J. Walsh

	 	 	Title:	Chief Executive Officer

	

 	
 	

By:	

/s/  JAMES A. SCHOENECK      

	 	 	Name:	James A. Schoeneck

	 	 	Title:	President/COO/Secretary





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EXHIBIT B  


Registration
Rights 



The
Shares shall be deemed "registrable securities" or otherwise entitled to "piggy back" registration rights in accordance with the terms of the following agreement (the "Agreement") between the
Company and its investor(s): 




Appendix A Registration  





        The Company agrees that no amendments will be made to the Agreement which would have an adverse impact on Holder's registration thereunder without the consent of
Holder. By acceptance of the Warrant to which this Exhibit B is attached, Holder shall not be deemed to be a party to the Agreement, but solely entitled to the registration rights created
thereby. 


        If
no Agreement exists, then the Company and the Holder shall enter into Holder's standard form of Registration Rights Agreement as in effect on the Issue Date of the Warrant. 


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WARRANT TO PURCHASE STOCK