Table of Contents


 


Exhibit 4.14


 


SENOMYX,
INC.


 


and


 


                 ,
As Warrant Agent


 


FORM OF
DEBT SECURITIES

WARRANT AGREEMENT


 


Dated As Of


 

















Table
of Contents


 


TABLE OF CONTENTS


 


	
  ARTICLE 1

  	
  ISSUANCE OF WARRANTS AND EXECUTION AND DELIVERY OF
  WARRANT CERTIFICATES

  	
  1

  
	
   

  	
   

  	
   

  
	
  1.1

  	
  Issuance of Warrants

  	
  1

  
	
   

  	
   

  	
   

  
	
  1.2

  	
  Execution and Delivery of
  Warrant Certificates

  	
  1

  
	
   

  	
   

  	
   

  
	
  1.3

  	
  Issuance of Warrant
  Certificates

  	
  2

  
	
   

  	
   

  	
   

  
	
  ARTICLE 2

  	
  WARRANT PRICE, DURATION AND EXERCISE OF WARRANTS

  	
  2

  
	
   

  	
   

  	
   

  
	
  2.1

  	
  Warrant Price

  	
  2

  
	
   

  	
   

  	
   

  
	
  2.2

  	
  Duration of Warrants

  	
  2

  
	
   

  	
   

  	
   

  
	
  2.3

  	
  Exercise of Warrants

  	
  3

  
	
   

  	
   

  	
   

  
	
  ARTICLE 3

  	
  OTHER PROVISIONS RELATING TO RIGHTS OF HOLDERS OF
  WARRANT CERTIFICATES

  	
  4

  
	
   

  	
   

  	
   

  
	
  3.1

  	
  No Rights as Holders of
  Warrant Debt Securities Conferred by Warrants or Warrant Certificates

  	
  4

  
	
   

  	
   

  	
   

  
	
  3.2

  	
  Lost, Stolen, Mutilated or
  Destroyed Warrant Certificates

  	
  4

  
	
   

  	
   

  	
   

  
	
  3.3

  	
  Holder of Warrant
  Certificate May Enforce Rights

  	
  4

  
	
   

  	
   

  	
   

  
	
  3.4

  	
  Merger, Sale, Conveyance or
  Lease

  	
  4

  
	
   

  	
   

  	
   

  
	
  3.5

  	
  Notice to Warrantholders

  	
  5

  
	
   

  	
   

  	
   

  
	
  ARTICLE 4

  	
  EXCHANGE AND TRANSFER OF WARRANT CERTIFICATES

  	
  5

  
	
   

  	
   

  	
   

  
	
  4.1

  	
  Exchange and Transfer of
  Warrant Certificates

  	
  5

  
	
   

  	
   

  	
   

  
	
  4.2

  	
  Treatment of Holders of
  Warrant Certificates

  	
  5

  
	
   

  	
   

  	
   

  
	
  4.3

  	
  Cancellation of Warrant
  Certificates

  	
  5

  
	
   

  	
   

  	
   

  
	
  ARTICLE 5

  	
  CONCERNING THE WARRANT AGENT

  	
  6

  
	
   

  	
   

  	
   

  
	
  5.1

  	
  Warrant Agent

  	
  6

  
	
   

  	
   

  	
   

  
	
  5.2

  	
  Conditions of Warrant
  Agent’s Obligations

  	
  6

  
	
   

  	
   

  	
   

  
	
  5.3

  	
  Resignation,
  Removal and Appointment of Successors

  	
  7

  
	
   

  	
   

  	
   

  
	
  ARTICLE 6

  	
  MISCELLANEOUS

  	
  8

  
						



 


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  6.1

  	
  Amendment

  	
  8

  
	
   

  	
   

  	
   

  
	
  6.2

  	
  Notices and
  Demands to the Company and Warrant Agent

  	
  8

  
	
   

  	
   

  	
   

  
	
  6.3

  	
  Addresses

  	
  8

  
	
   

  	
   

  	
   

  
	
  6.4

  	
  Governing Law

  	
  8

  
	
   

  	
   

  	
   

  
	
  6.5

  	
  Delivery of
  Prospectus

  	
  8

  
	
   

  	
   

  	
   

  	
   

  
	
  6.6

  	
  Obtaining
  of Governmental Approvals

  	
  8

  
	
   

  	
   

  	
   

  	
   

  
	
  6.7

  	
  Persons
  Having Rights Under Warrant Agreement

  	
  9

  
	
   

  	
   

  	
   

  	
   

  
	
  6.8

  	
  Headings

  	
  9

  
	
   

  	
   

  	
   

  	
   

  
	
  6.9

  	
  Counterparts

  	
  9

  
	
   

  	
   

  	
   

  
	
  6.10

  	
  Inspection of
  Agreement

  	
  9

  



 


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SENOMYX,
INC.


Form of Debt Securities Warrant Agreement


 


DEBT SECURITIES WARRANT AGREEMENT (“Agreement”), dated as of
                 
between SENOMYX, 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 has entered into an indenture dated as of
[                
(the “Senior Indenture”),
with
                    ,
as trustee (such trustee, and any successors to such trustee, herein called the
“Senior Trustee”),
providing for the issuance from time to time of its unsubordinated debt
securities, to be issued in one or more series as provided in the Senior
Indenture (the “Debt Securities”);]
[              
(the “Subordinated
Indenture”), with
                 ,
as trustee (such trustee, and any successors to such trustee, herein called the
“Subordinated Trustee”),
providing for the issuance from time to time of its subordinated debt
securities, to be issued in one or more series as provided in the Subordinated
Indenture (the “Debt
Securities”);]


 


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 Debt Securities purchasable
through exercise of Warrants] (the “Warrant Debt 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 Debt 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 


 


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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
Debt Securities may be executed by the Company and delivered to the Warrant
Agent upon the execution of this 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 Agreement and the applicable
Warrant Certificate, entitle the holder thereof, to purchase the principal
amount of Warrant Debt Securities specified in the applicable Warrant
Certificate at an exercise price of           %
of the principal amount thereof [plus accrued amortization, if any, of the
original issue discount of the Warrant Debt Securities] [plus accrued interest,
if any, from the most recent date from which interest shall have been paid on
the Warrant Debt Securities or, if no interest shall have been paid on the
Warrant Debt Securities, from the date of their initial issuance.]  [The
original issue discount ($         for
each $1,000 principal amount of Warrant Debt Securities) will be amortized at a
          % annual rate,
computed on a[n] [semi-] annual basis [using a 360-day year consisting of
twelve 30-day months].] Such purchase price for the Warrant Debt Securities 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.,
[City] 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.,
[City] 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.


 


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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 Debt
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 Debt 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 Debt 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 Debt 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 Debt Securities on such
date, but shall be effective to constitute such person as the holder of record
of such Warrant Debt Securities for all purposes at the opening of business on
the next succeeding day on which the transfer books for the Warrant Debt
Securities purchasable upon the exercise of such Warrants shall be opened, and
the certificates for the Warrant Debt 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 Debt 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 Debt 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 Debt 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 Debt
Securities after such exercise, and (iv) such other information as the
Company or the [Senior] [Subordinated] Trustee shall reasonably require.


 


(c)           As soon as practicable after the exercise of
any Warrant, the Company shall issue, pursuant to the Indenture, in authorized
denominations, to or upon the order of the holder of the Warrant Certificate
evidencing such Warrant, the Warrant Debt 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 Debt
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 Debt
Securities, and in the event that any such transfer is involved, the Company
shall not be required to issue or deliver any Warrant Debt Securities 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 Debt
Securities, a number of shares sufficient to provide for the exercise of the
Warrants.


 


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ARTICLE 3


 


OTHER
PROVISIONS RELATING TO RIGHTS OF 

HOLDERS OF WARRANT CERTIFICATES


 


3.1          No Rights as Holders of Warrant Debt Securities 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 Debt
Securities, including, without limitation, the right to receive the payment of
principal of (or premium, if any) or interest, if any, on the Warrant Debt
Securities or to enforce any of the covenants in the Indenture.


 


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 principal amount of Warrant Debt 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 any Warrant Certificate, without the consent of the Warrant Agent,
the [Senior] [Subordinated] Trustee, the holder of any Warrant Debt 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 Certificates and in this Agreement.


 


3.4          Merger, Sale, Conveyance or Lease.  In case of (a) any
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) or (b) 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’s successor shall be delivered to the holders of the
Warrants, so that such successor shall succeed to and be substituted for the
Company, and assume all the Company’s obligations under, this Agreement and the
Warrants.  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 Debt 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.


 


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3.5          Notice to Warrantholders.  In case the Company shall (a) effect any Reorganization
Event or (b) make any distribution on or in respect of the [title of
Warrant Debt Securities] in connection with the dissolution, liquidation or
winding up of the Company, 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 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 Warrant Debt
Securities] of record shall be entitled to exchange their shares of [title of
Warrant Debt Securities] for securities or other property deliverable upon such
Reorganization Event, dissolution, liquidation or winding up.  No failure
to mail such notice nor any defect therein or in the mailing thereof shall
affect any such transaction.


 


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 principal amount of
Warrant Debt 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 Debt Security or a number of Warrants for a whole
number of Warrant Debt Securities and a fraction of a Warrant Debt
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 


 


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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 power 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 power 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 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 Debt Securities or
other obligations of the Company as freely as if it were not the Warrant Agent
hereunder.  Nothing in this Agreement shall be deemed to prevent the
Warrant Agent from acting as [Senior] [Subordinated] Trustee under the [Senior]
[Subordinated] Indenture.


 


(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.


 


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(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.


 


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(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 Senomyx, Inc., 4767 Nexus Centre
Drive, San Diego, California 92121, Attention:  General Counsel (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 Debt 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 Debt
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 Debt 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 


 


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the Warrant Debt 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 such holder’s Warrant Certificate for
inspection by it.


 


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


 


	
   

  	
   

  	
   

  	
  SENOMYX, INC.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Its

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Attest:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
                                         ,
  as

  
	
   

  	
   

  	
   

  	
  WARRANT AGENT

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Its

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Attest:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
							



 


[SIGNATURE PAGE TO DEBT SECURITIES WARRANT
AGREEMENT]


 

















Table
of Contents


 


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 Security].]

  
	
   

  	
   

  	
   

  
	
  [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.,
[CITY] TIME, ON
                  ,


 


SENOMYX, INC.


 


WARRANT CERTIFICATE REPRESENTING

WARRANTS TO PURCHASE

[TITLE OF WARRANT DEBT 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.,
[City] time, on
             
and] on or before
[           ] p.m.,
[City] time, on
              ,
$            
principal amount of [Title of Warrant Debt Securities] (the “Warrant Debt Securities”),
of Senomyx, Inc. (the “Company”),
issued or to be issued under the Indenture (as hereinafter defined), on the
following basis:  during the period from
             ,
through and including           ,
each Warrant shall entitle the Holder thereof, subject to the provisions of
this Agreement, to purchase the principal amount of Warrant Debt Securities
stated in the Warrant Certificate at the warrant price (the “Warrant Price”) of
        % of the principal amount
thereof [plus accrued amortization, if any, of the original issue discount of
the Warrant Debt Securities] [plus accrued interest, if any, from the most
recent date from which interest shall have been paid on the Warrant Debt
Securities or, if no interest shall have been paid on the Warrant Debt
Securities, from the date of their original issuance].  [The original
issue discount ($         for each
$1,000 principal amount of Warrant Debt Securities) will be amortized at a
       % annual rate, computed on a[n]
[semi-]annual basis [using a 360-day year consisting of twelve 30-day
months].  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
Debt 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.


 


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The Warrants evidenced by this Warrant Certificate may be exercised to
purchase Warrant Debt Securities in the principal amount of $1,000 or any
integral multiple thereof 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 aggregate principal amount of
Warrant Debt 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.


 


The Warrant Debt Securities to be issued and delivered upon the
exercise of Warrants evidenced by this Warrant Certificate will be issued under
and in accordance with an Indenture, [dated as of                     ,
           (the “Senior Indenture”),
between the Company and
                 ,
as trustee (such trustee, and any successors to such trustee, the “Senior Trustee”)]
[dated as of
             ,
        , (the “Subordinated Indenture”),
between the Company and
             ,
as trustee (such trustee, and any successors to such trustee, the “Subordinated Trustee”)]
and will be subject to the terms and provisions contained in the Warrant Debt
Securities and in the Indenture.  Copies
of the [Senior] [Subordinated] Indenture, including the form of the Warrant
Debt Securities, are on file at the corporate trust office of the Trustee.


 


[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 principal amount of Warrant Debt
Securities.


 


This Warrant Certificate shall not entitle the Holder hereof to any of
the rights of a holder of the Warrant Debt  Securities,
including, without limitation, the right to receive payments of principal of
(and premium, if any) or interest, if any, on the Warrant Debt Securities or to
enforce any of the covenants of the Indenture.


 


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.


 


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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:

  	
   

  	
   

  	
  SENOMYX, INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Its

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Attest:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Countersigned:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  As
  Warrant Agent

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By

  	
   

  	
   

  	
   

  	
   

  
	
  Authorized
  Signature

  	
   

  	
   

  	
   

  
							



 


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[REVERSE OF WARRANT CERTIFICATE]


 


(Instructions for Exercise of Warrants)


 


To exercise any Warrants evidenced hereby for Warrant Debt 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, represented by this Warrant Certificate, to purchase
$       principal amount of the [Title of Warrant
Debt Securities] (the “Warrant
Debt Securities”) of Senomyx, Inc. and represents that the
undersigned has tendered payment for such Warrant Debt 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 Senomyx, 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
principal amount of Warrant Debt 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 the Warrants
evidenced hereby, the undersigned requests that a new Warrant Certificate
evidencing the Warrants for the aggregate principal amount of Warrant Debt
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)

  
								



 


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  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 bank, trust

  company or member broker of the New

  York, Midwest or Pacific Stock Exchange)

  



 


This
Warrant may be exercised at the following addresses:


 


	
   

  	
  By
  hand at

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By
  mail at

  	
   

  
	
   

  	
   

  	
   

  



 


[Instructions
as to form and delivery of Warrant Debt Securities and, if applicable, Warrant
Certificates evidencing Warrants for the number of Warrant Debt Securities
remaining unexercised — complete as appropriate.]


 


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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
  insert Social Security or other

  identifying number

  



 


the
right represented by the within Warrant to purchase
$        aggregate principal amount of
[Title of Warrant Debt Securities] of Senomyx, 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

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
					



 


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