Table of Contents


 


Exhibit 4.12


 


SENOMYX,
INC.


 


and


 


                                   ,
As Warrant Agent


 


FORM OF
COMMON STOCK

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

  	
  2

  
	
   

  	
   

  	
   

  
	
  ARTICLE 3

  	
  OTHER PROVISIONS RELATING TO RIGHTS OF HOLDERS OF
  WARRANT CERTIFICATES

  	
  3

  
	
   

  	
   

  	
   

  
	
  3.1

  	
  No Rights as Warrant
  Securityholder Conferred by Warrants or Warrant Certificates

  	
  3

  
	
   

  	
   

  	
   

  
	
  3.2

  	
  Lost, Stolen, Mutilated or
  Destroyed Warrant Certificates

  	
  3

  
	
   

  	
   

  	
   

  
	
  3.3

  	
  Holder of Warrant
  Certificate May Enforce Rights

  	
  4

  
	
   

  	
   

  	
   

  
	
  3.4

  	
  Adjustments

  	
  4

  
	
   

  	
   

  	
   

  
	
  3.5

  	
  Notice to Warrantholders

  	
  6

  
	
   

  	
   

  	
   

  
	
  3.6

  	
  [If the Warrants are subject
  to acceleration by the Company, insert—Acceleration of Warrants by the
  Company]

  	
  6

  
	
   

  	
   

  	
   

  
	
  ARTICLE 4

  	
  EXCHANGE AND TRANSFER OF WARRANT
  CERTIFICATES

  	
  7

  
	
   

  	
   

  	
   

  
	
  4.1

  	
  Exchange
  and Transfer of Warrant Certificates

  	
  7

  
	
   

  	
   

  	
   

  
	
  4.2

  	
  Treatment
  of Holders of Warrant Certificates

  	
  7

  
	
   

  	
   

  	
   

  
	
  4.3

  	
  Cancellation
  of Warrant Certificates

  	
  7

  
	
   

  	
   

  	
   

  
	
  ARTICLE 5

  	
  CONCERNING THE WARRANT AGENT

  	
  7

  
	
   

  	
   

  	
   

  
	
  5.1

  	
  Warrant Agent

  	
  7

  
	
   

  	
   

  	
   

  
	
  5.2

  	
  Conditions
  of Warrant Agent’s Obligations

  	
  8

  
	
   

  	
   

  	
   

  
	
  5.3

  	
  Resignation
  and Appointment of Successor

  	
  9

  
					



 


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  ARTICLE 6

  	
  MISCELLANEOUS

  	
  10

  
	
   

  	
   

  	
   

  
	
  6.1

  	
  Amendment

  	
  10

  
	
   

  	
   

  	
   

  
	
  6.2

  	
  Notices and
  Demands to the Company and Warrant Agent

  	
  10

  
	
   

  	
   

  	
   

  
	
  6.3

  	
  Addresses

  	
  10

  
	
   

  	
   

  	
   

  
	
  6.4

  	
  Governing Law

  	
  10

  
	
   

  	
   

  	
   

  
	
  6.5

  	
  Delivery of
  Prospectus

  	
  10

  
	
   

  	
   

  	
   

  
	
  6.6

  	
  Obtaining
  of Governmental Approvals

  	
  10

  
	
   

  	
   

  	
   

  
	
  6.7

  	
  Persons Having
  Rights Under Warrant Agreement

  	
  10

  
	
   

  	
   

  	
   

  
	
  6.8

  	
  Headings

  	
  10

  
	
   

  	
   

  	
   

  
	
  6.9

  	
  Counterparts

  	
  11

  
	
   

  	
   

  	
   

  
	
  6.10

  	
  Inspection of
  Agreement

  	
  11

  
				



 


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SENOMYX,
INC.


 


Form of Common Stock Warrant Agreement


 


COMMON STOCK 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 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 Common Stock of the Company, par value
$0.001 per share (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 - Warrants 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.  


 


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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 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 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.,
[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.


 


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 


 


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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 


 


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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 Common Stock 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 Common Stock 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 Common Stock (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)                                      Common Stock or any shares of stock or other
securities which are at any time directly or indirectly convertible into or
exchangeable for Common Stock, 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 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)                               Common Stock 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 Common Stock 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
such holder been the holder of record of such Warrant Securities as of the date
on which holders of Common Stock 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 Common Stock 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 


 


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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 Common Stock other than the issuance of additional shares of
Common Stock) 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 Warrant Securities 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 shares of Common Stock, or securities convertible into or
exchangeable for shares of Common Stock, or securities carrying the right to
purchase any of the foregoing 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
sales price (or bid price if there were no sales) per Warrant Security, in
either case as reported on the New York Stock Exchange Composite Tape on the
business day which next precedes the day of exercise or, if the Warrant
Securities are not then listed or admitted to trading on the New York Stock
Exchange, on the principal national securities exchange on which the Warrant
Securities are listed or admitted to trading or, if not listed or admitted to
trading on any national securities exchange, the average of the closing high
bid and low asked prices in the over-the-counter market, as reported by The
Nasdaq Stock Market, Inc. (“NASDAQ”) or the Financial Industry Regulatory
Authority, Inc. (“FINRA”), as applicable, or such other system then in
use, or if on any such date the Warrant Securities are not quoted by any such
organization, an amount equal to the same fraction of the average of the
closing bid and asked prices as furnished by any New York Stock Exchange firm
selected from time to time by the Company for that purpose at the close of
business on the business day which next precedes the day of exercise.


 


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(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 Common Stock 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 Common Stock 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 Common Stock of record shall be entitled to exchange their shares of
Common Stock 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
Common Stock 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 Common Stock is listed or admitted for trading on the New York Stock
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 Common Stock, in either case as reported on the New York Stock Exchange
Composite Tape or, if the Common Stock is not listed or admitted to trading on
the New York Stock Exchange, on the principal national securities exchange on
which the Common Stock is listed or admitted to trading or, if not listed or admitted
to trading on any national securities exchange, the average of the closing high
bid and low asked prices in the over-the-counter market, as reported by NASDAQ
or FINRA, as applicable, or such other system then in use, or if on any such
date the shares of Common Stock are not quoted by any such organization, the
average of the closing bid and asked prices as furnished by any New York Stock
Exchange 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 Common Stock, 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.,
[City] time, on the business day next preceding the Acceleration Date. 
The Warrant Price shall be payable as provided in Section 2.]


 


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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]  [T]he 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 


 


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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 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 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 


 


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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.


 


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(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 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.


 


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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:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  WARRANT AGENT

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Its

  	
   

  
	
   

  	
   

  	
   

  
	
  Attest:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
				



 


[SIGNATURE PAGE TO COMMON STOCK WARRANT
AGREEMENT]


 

















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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., [CITY]
TIME, ON              ,


 


SENOMYX, INC.


 


WARRANT CERTIFICATE REPRESENTING

WARRANTS TO PURCHASE

COMMON STOCK, PAR VALUE $0.001 PER SHARE


 


	
  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,                        shares
of Common Stock, par value $0.001 per share (the “Warrant Securities”), of Senomyx, 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 


 


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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:

  	
   

  	
  SENOMYX, INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Its

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Attest:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Countersigned:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  As
  Warrant Agent

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By

  	
  Authorized
  Signature

  	
   

  	
   

  	
   

  
					



 


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[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 Common Stock, par value $0.001 per share (the “Warrant Securities”),
of Senomyx, Inc. and represents that the undersigned 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 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
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

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
							



 


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Table
of Contents


 


	
   

  	
   

  
	
   

  	
  (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 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 Securities and, if applicable, Warrant
Certificates evidencing Warrants for the number of Warrant Securities remaining
unexercised – complete as appropriate.]


 


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Table
of Contents


 


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 shares of [Title of Warrant
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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