<PAGE>

                                                                    EXHIBIT 4.44

NEITHER THESE SECURITIES NOR THE SECURITIES FOR WHICH THESE SECURITIES ARE
EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION
(THE "SEC") OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN
EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED FOR SALE, SOLD OR
OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
FILED UNDER THE SECURITIES ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION
UNDER SUCH ACT AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES OR BLUE SKY
LAWS.


                              NEOTHERAPEUTICS, INC.

                                     WARRANT

NO. NEOT_____                                            DATED:  AUGUST 10, 2001


     NeoTherapeutics, Inc., a Delaware corporation (the "Company"), hereby
certifies that, for value received, Gruntal & Co., L.L.C., or its registered
assigns ("Holder"), is entitled, subject to the terms set forth below, to
purchase from the Company up to a total of ________ shares of Common Stock,
$.001 par value per share (the "Common Stock"), of the Company (each such share,
a "Warrant Share" and all such shares, the "Warrant Shares") at an exercise
price equal to $3.80 per share (as adjusted from time to time as provided in
Section 7, the "Exercise Price"), at any time and from time to time from and
after the date hereof and through and including August 9, 2006 (the "Expiration
Date"), and subject to the following terms and conditions:

     1.   Registration of Warrant. The Company shall register this Warrant upon
records to be maintained by the Company for that purpose (the "Warrant
Register"), in the name of the record Holder hereof from time to time. The
Company may deem and treat the registered Holder of this Warrant as the absolute
owner hereof for the purpose of any exercise hereof or any distribution to the
Holder, and for all other purposes, and the Company shall not be affected by
notice to the contrary.

     2.   Registration of Transfers and Exchanges.

          (a)  This Warrant or the Warrant Shares issued upon any exercise
hereof may only be transferred (i) pursuant to an effective registration
statement under the Securities Act, (ii) to the Company or (iii) pursuant to an
available exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act. In connection with any transfer of this
Warrant or any Warrant Shares other than pursuant to an effective registration
statement or to the Company, the Company may require the transferor thereof to
provide to the Company an opinion of counsel to the transferor, the form and
substance of which opinion shall be reasonably satisfactory to the Company, to
the effect that such transfer may be made without registration under the
Securities Act. Holder agrees to the imprinting, so long as is required by
applicable securities laws, of a legend substantially similar to that first
above written on any New Warrant (as defined in Section 2(b) below) or
certificates representing Warrant Shares. Any such




<PAGE>

transferee shall agree by virtue of having a New Warrant registered in its name
in accordance with Section 2(b) below to be bound by the terms of this Warrant
and shall have the rights of Holder under this Warrant.

          (b)  The Company shall register the transfer of any portion of this
Warrant in conformance with Section 2(a) on the Warrant Register, upon surrender
of this Warrant, with the Form of Assignment attached hereto duly completed and
signed, to the Company at the office specified in or pursuant to Section 12.
Upon any such registration or transfer, a new warrant to purchase Common Stock,
in substantially the form of this Warrant (any such new warrant, a "New
Warrant"), evidencing the portion of this Warrant so transferred shall be issued
to the transferee and a New Warrant evidencing the remaining portion of this
Warrant not so transferred, if any, shall be issued to the transferring Holder.

          (c)  This Warrant is exchangeable, upon the surrender hereof by the
Holder to the Company at its address for notice specified in or pursuant to
Section 12, for one or more New Warrants, evidencing in the aggregate the right
to purchase the number of Warrant Shares which may then be purchased hereunder.

     3.   Duration and Exercise of Warrant.

          (a)  This Warrant shall be exercisable by the then registered Holder
on any business day before 5:00 P.M., California time, at any time and from time
to time on or after the date hereof to and including the Expiration Date. At
5:00 P.M., California time on the Expiration Date, the portion of this Warrant
not exercised prior thereto shall be and become void and of no value.

          (b)  Subject to Sections 2(c), and 4, upon surrender of this Warrant,
with the Form of Election to Purchase attached hereto duly completed and signed,
to the Company at its address for notice specified in or pursuant to Section 12
and upon payment of the Exercise Price multiplied by the number of Warrant
Shares that the Holder intends to purchase hereunder, in the manner provided
hereunder, all as specified by the Holder in the Form of Election to Purchase,
the Company shall promptly, but in no event later than 5 business days after the
applicable Date of Exercise (as defined below), issue or cause to be issued and
cause to be delivered to or upon the written order of the Holder and in such
name or names as the Holder may designate, a certificate for the Warrant Shares
issuable upon such exercise, free of restrictive legends except as are required
under applicable securities laws. Any person so designated by the Holder to
receive Warrant Shares shall be deemed to have become the holder of record of
such Warrant Shares as of the Date of Exercise of this Warrant.

     A "Date of Exercise" means the business day on which the Company shall have
received (i) this Warrant (or any New Warrant, as applicable), with the Form of
Election to Purchase attached hereto (or attached to such New Warrant)
appropriately completed and duly signed, and (ii) payment, if applicable, of the
Exercise Price for the number of Warrant Shares so indicated by the holder
hereof to be purchased; provided that any documents or payments received after
5:00 p.m. California time on any day shall be deemed to have been received on
the next following business day.



                                       2
<PAGE>


          (c)  This Warrant shall be exercisable, either in its entirety or,
from time to time, for a portion of the number of Warrant Shares. If less than
all of the Warrant Shares which may be purchased under this Warrant are
exercised at any time, the Company shall issue or cause to be issued a New
Warrant evidencing the right to purchase the remaining number of Warrant Shares
for which no exercise has been evidenced by this Warrant.

          (d)  Prior to the exercise of this Warrant, the Holder shall not be
entitled to any rights as a stockholder of the Company with respect to the
Warrant Shares, including (without limitation) the right to vote such shares,
receive dividends or other distributions thereon or be notified of stockholder
meetings (except as otherwise set forth in Section 7(g) herein).

     4.   Payment of Taxes. The Company will pay any documentary stamp taxes
attributable to the issuance of Warrant Shares upon the exercise of this
Warrant; provided, however, that the Company shall not be required to pay any
tax which may be payable in respect of any transfer involved in the registration
of any certificates for Warrant Shares or Warrants in a name other than that of
the Holder. The Holder shall be responsible for all other tax liability that may
arise as a result of holding or transferring this Warrant or receiving Warrant
Shares upon exercise hereof.

     5.   Replacement of Warrant. If this Warrant is mutilated, lost, stolen or
destroyed, the Company shall issue or cause to be issued in exchange and
substitution for and upon cancellation hereof, or in lieu of and substitution
for this Warrant, a New Warrant, but only upon receipt of evidence reasonably
satisfactory to the Company of such loss, theft or destruction and indemnity, if
requested, reasonably satisfactory to it. Applicants for a New Warrant under
such circumstances shall also comply with such other reasonable regulations and
procedures and pay such other reasonable charges as the Company may prescribe.

     6.   Reservation of Warrant Shares. The Company covenants that it will at
all times reserve and keep available out of the aggregate of its authorized but
unissued Common Stock, solely for the purpose of enabling it to issue Warrant
Shares upon exercise of this Warrant as herein provided, the number of Warrant
Shares which are then issuable and deliverable upon the exercise of this entire
Warrant, free from preemptive rights or any other actual contingent purchase
rights of persons other than the Holder. The Company covenants that all Warrant
Shares that shall be so issuable and deliverable shall, upon issuance and the
payment of the applicable Exercise Price in accordance with the terms hereof, be
duly and validly authorized and issued, fully paid and nonassessable.

     7.   Certain Adjustments. The Exercise Price and number of Warrant Shares
issuable upon exercise of this Warrant are subject to adjustment from time to
time as set forth in this Section 7.

          (a)  If the Company, at any time while this Warrant is outstanding,
(i) shall pay a stock dividend (except scheduled dividends paid on outstanding
preferred stock as of the date hereof which contain a stated dividend rate) or
otherwise make a distribution or distributions on shares of its Common Stock or
on any other class of capital stock and not the Common Stock) payable in shares
of Common Stock, (ii) subdivide outstanding shares of Common Stock into a larger
number of shares, or (iii) combine outstanding shares of Common Stock into a
smaller


                                       3
<PAGE>

number of shares, the Exercise Price shall be adjusted by multiplying the
Exercise Price in effect immediately before such event by a fraction of which
the numerator shall be the number of shares of Common Stock (excluding treasury
shares, if any) outstanding before such event and the denominator shall be the
number of shares of Common Stock (excluding treasury shares, if any) outstanding
after such event. The number of Warrant Shares issuable upon exercise of this
Warrant shall be adjusted upon such adjustment of the Exercise Price by
multiplying the number of Warrant Shares issuable upon exercise of this Warrant
immediately prior to such adjustment by a fraction of which the denominator
shall be the number of shares of Common Stock (excluding treasury shares, if
any) outstanding before such event and the numerator shall be the number of
shares of Common Stock (excluding treasury shares, if any) outstanding after
such event. Any adjustment made pursuant to this Section 7(a) shall become
effective immediately after the record date for the determination of
stockholders entitled to receive such dividend or distribution and shall become
effective immediately after the effective date in the case of a subdivision or
combination, and shall apply to successive subdivisions and combinations.

          (b)  In case of any reclassification of the Common Stock or any
compulsory share exchange pursuant to which the Common Stock is converted into
other securities, cash or property, then the Holder shall have the right
thereafter to exercise this Warrant only into the shares of stock and other
securities and property receivable upon or deemed to be held by holders of
Common Stock following such reclassification or share exchange, and the Holder
shall be entitled upon such exercise to receive such amount of securities or
property equal to the amount of Warrant Shares such Holder would have been
entitled to had such Holder exercised this Warrant immediately prior to such
reclassification or share exchange. The terms of any such reclassification or
share exchange shall include such terms so as to continue to give to the Holder
the right to receive the securities or property set forth in this Section 7(b)
upon any exercise following any such reclassification or share exchange.

          (c)  In case of the closing of any merger or consolidation of the
Company with or into another individual, corporation, partnership, limited
liability company, trust, business, association or government or political
subdivision thereof, governmental agency or other entity ("Person"), the Holder
shall have the right thereafter to exercise this Warrant for the shares of stock
and other securities, cash and property receivable by holders of Common Stock
upon such merger or consolidation, and the Holder shall be entitled upon
exercise of this Warrant to receive such amount of securities, cash and property
as the Common Stock for which this Warrant could have been exercised immediately
prior to such merger or consolidation would have been entitled. The terms of any
such merger or consolidation shall include such terms so as continue to give the
Holder the right to receive the securities, cash and property set forth in this
Section 7(c) upon any conversion or redemption following such event. This
provision shall similarly apply to successive such events.

          (d)  For the purposes of this Section 7, the number of shares of
Common Stock outstanding at any time shall be deemed to include the aggregate
maximum number of shares of Common Stock then deliverable upon exercise,
conversion or exchange, as applicable (assuming the satisfaction of any
conditions to exercisability, convertibility or exchangeability, as applicable,
including, without limitation, the passage of time), of all options, warrants or
rights to purchase Common Stock, securities by their terms convertible into or
exchangeable for Common



                                       4
<PAGE>

Stock or options to purchase or rights to subscribe for such convertible or
exchangeable securities then outstanding.

          (e)  All calculations under this Section 7 shall be made to the
nearest cent or the nearest 1/100th of a share, as the case may be.

          (f)  If:

               (i)   the Company shall declare a dividend (or any other
                     distribution) on its Common Stock; or

               (ii)  the Company shall declare a special nonrecurring cash
                     dividend on or a redemption of its Common Stock; or

               (iii) the Company shall authorize the granting to all holders of
                     the Common Stock rights or warrants to subscribe for or
                     purchase any shares of capital stock of any class or of any
                     rights; or

               (iv)  the approval of any stockholders of the Company shall be
                     required in connection with any reclassification of the
                     Common Stock, any consolidation or merger to which the
                     Company is a party, any sale or transfer of all or
                     substantially all of the assets of the Company, or any
                     compulsory share exchange whereby the Common Stock is
                     converted into other securities, cash or property; or

               (v)   the Company shall authorize the voluntary dissolution,
                     liquidation or winding up of the affairs of the Company,

then the Company shall cause to be mailed to the Holder at the Holder's last
address as it shall appear upon the Warrant Register, at least 15 calendar days
prior to the applicable record or effective date hereinafter specified, a notice
stating (x) the date on which a record is to be taken for the purpose of such
dividend, distribution, redemption, rights or warrants, or if a record is not to
be taken, the date as of which the holders of Common Stock of record to be
entitled to such dividend, distributions, redemption, rights or warrants are to
be determined or (y) the date on which such reclassification, consolidation,
merger, sale, transfer or share exchange is expected to become effective or
close, 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, cash or other property deliverable upon such reclassification,
consolidation, merger, sale, transfer, share exchange, dissolution, liquidation
or winding up; provided, however, that the failure to mail such notice or any
defect therein or in the mailing thereof shall not affect the validity of the
corporate action required to be specified in such notice.

     8.   Payment of Exercise Price. The Holder shall pay the Exercise Price in
one of the following manners:

          (a)  Cash Exercise. The Holder may deliver immediately available funds
by certified check or bank draft payable to the order of the Company or by wire
transfer to an account designated by the Company; or



                                       5
<PAGE>



          (b)  Cashless Exercise. If the Date of Exercise is more than one year
after the date of this Warrant, the Holder may surrender this Warrant to the
Company together with a notice of cashless exercise, in which event the Company
shall issue to the Holder the number of Warrant Shares determined as follows:

                           Y(A-B)
                     X =   ------
                             A
          where:

          X = the number of Warrant Shares to be issued to the Holder.

          Y = the number of Warrant Shares with respect to which this Warrant is
being exercised.

          A = the fair market value of a share of Common Stock on the Date of
Exercise.

          B = the Exercise Price.

     For purposes of this Section 8(b), the "fair market value" of one share of
Common Stock on the Date of Exercise shall mean:

               (i)   if the Company's Common Stock is traded on a securities
                     exchange or The Nasdaq Stock Market, the fair market value
                     shall be deemed to be the average of the closing sale
                     prices of the Common Stock for the five (5) trading days
                     immediately prior to (but not including) the Date of
                     Exercise; or

               (ii)  if the Company's Common Stock is actively traded
                     over-the-counter, the fair market value shall be deemed to
                     be average of the closing bid or, if the closing bid is not
                     reported, the closing sales price for the five (5) trading
                     days immediately prior to (but not including) the Date of
                     Exercise; or

               (iii) if neither (i) nor (ii) is applicable, the fair market
                     value shall be at the highest price per share which the
                     Company could obtain on the date of calculation from a
                     willing buyer (not a current employee or director) for
                     shares of Common Stock sold by the Company, from authorized
                     but unissued shares, as determined in good faith by the
                     Board of Directors, unless the Company is at such time
                     subject to an acquisition including the sale, conveyance or
                     disposal of all or substantially all of the Company's
                     property or business or the Company's merger into or
                     consolidation with any other corporation (other than a
                     wholly-owned subsidiary corporation) or any other
                     transaction or series of related transactions in which more
                     than fifty percent (50%) of the voting power of the Company
                     is disposed of, other than a merger effected exclusively
                     for the purpose of changing the domicile of the Company, in
                     which case the fair market value of one Warrant Share shall
                     be deemed to be


                                       6
<PAGE>


                     the value received by the holders of Common Stock pursuant
                     to such acquisition.

     9.   Fractional Shares. The Company shall not be required to issue or cause
to be issued fractional Warrant Shares on the exercise of this Warrant. The
number of full Warrant Shares which shall be issuable upon the exercise of this
Warrant shall be computed on the basis of the aggregate number of Warrant Shares
purchasable on exercise of this Warrant so presented. If any fraction of a
Warrant Share would, except for the provisions of this Section 9, be issuable on
the exercise of this Warrant, the Company shall pay an amount in cash equal to
the Exercise Price multiplied by such fraction.

     10.  Registration Rights.

          (a)  Form S-3 Registration. At any time on or after August 10, 2002,
if the Company shall receive from the Holder a written request that the Company
effect a resale registration statement on Form S-3 and any related qualification
or compliance with respect to the Warrant Shares held by the Holder, the Company
will:

               (i)   As soon as practicable, effect such registration and all
                     such qualifications and compliances as may be so requested
                     and as would permit or facilitate the sale and distribution
                     of the all or such portion of Holder's Warrant Shares as
                     are specified in such request; provided, however, that the
                     Company shall not be obligated to effect any such
                     registration, qualification or compliance, pursuant to this
                     subsection: (x) if Form S-3 is not available for such
                     offering by the Holder; (y) if the Company shall furnish to
                     the Holder a certificate signed by the Chief Executive
                     Officer of the Company stating that in the good faith
                     judgment of the Board of Directors of the Company, it would
                     be seriously detrimental to the Company and its
                     shareholders for such Form S-3 registration statement to be
                     filed or declared effective at such time, in which event
                     the Company shall have the right to defer the filing of the
                     Form S-3 registration statement for a period of not more
                     than 60 days after receipt of the request of the Holder
                     under this subsection.

               (ii)  Subject to the foregoing, the Company shall file a
                     registration statement covering the Warrant Shares and
                     other securities so requested to be registered as soon as
                     practicable after, and in any event within 30 days after
                     (the "Filing Deadline") receipt of any request of the
                     Holder and use its commercially reasonable efforts to cause
                     such filed registration statement to become effective by
                     the Effectiveness Date. "Effectiveness Date" means the 60th
                     day following receipt by the Company of any request of the
                     Holder.



                                       7
<PAGE>

          (b)  Company Registration.

               (i)   Private Placement. If the Company proposes to register
                     (including for this purpose a registration effected by the
                     Company for stockholders other than the Holders) any of its
                     stock in connection with the public offering of such
                     securities solely for cash for which the Holder acted as
                     placement agent for the original sale and issuance of the
                     securities to be registered, the Company shall, at such
                     time, promptly give the Holder notice of such proposed
                     registration. Upon the written request of the Holder given
                     within 15 days after receipt by the Holder of the Company's
                     notice, the Company shall, subject to the provisions of the
                     remainder of this Section 10(b), cause to be included in
                     such registration statement all of the Warrant Shares that
                     the Holder has requested to be registered.

               (ii)  Underwritten Offering. In connection with any offering
                     involving an underwriting of shares of the Company's
                     capital stock for which the Holder has acted as lead
                     underwriter, the Company shall, subject to the provisions
                     of the remainder of this Section 10(b), cause to be
                     included in such underwriting all of the Warrant Shares
                     that the Holder has requested to be registered.

               (iii) Demand Registration. If the registration referred to in
                     Section 10(b)(i) is being made by the Company to satisfy
                     demand registration rights (a "Demand Registration") held
                     by any person or entity (a "Demanding Holder"), the Company
                     shall not be required under Section 10(b)(i) to include any
                     of the Holders' securities in such registration, except in
                     such quantity as the Demanding Holder shall determine in
                     its sole discretion, subject to the provisions of Section
                     10(b)(iv) below.

               (iv)  Cutbacks. If the total amount of securities, including
                     Warrant Shares, requested by stockholders to be included in
                     an underwritten offering or a Demand Registration exceeds
                     the amount of securities sold other than by the Company or
                     the Demanding Holder, respectively, that the underwriters
                     or Demanding Holder, respectively, determine in their sole
                     discretion is compatible with the success of the offering,
                     then the Company shall be required to include in the
                     offering only that number of such securities, including
                     Warrant Shares, which the underwriters or Demanding Holder,
                     respectively, determine in their sole discretion will not
                     jeopardize the success of the offering (the securities so
                     included to be apportioned pro rata (to the nearest 100
                     shares) among the selling stockholders according to the
                     total amount of securities entitled to be included therein
                     owned by each selling stockholder or in such other
                     proportions as shall mutually


                                       8
<PAGE>


                     be agreed to by such selling stockholders). For purposes of
                     the preceding apportionment, if the Holder is a
                     partnership, limited liability company or corporation, the
                     partners, retired partners, members, retired members and
                     stockholders of the Holder, or the estates and family
                     members of any such partners, members, retired partners or
                     members and any trusts for the benefit of any of the
                     foregoing persons shall be deemed to be a single "selling
                     stockholder," and any pro-rata reduction with respect to
                     such "selling stockholder" shall be based upon the
                     aggregate amount of shares carrying registration rights
                     owned by all Persons included in such "selling
                     stockholder," as defined in this sentence.

               (v)   Right to Terminate Registration. The Company shall have the
                     right to terminate or withdraw any registration initiated
                     by it under this Section 10(b)(v) prior to the
                     effectiveness of such registration whether or not the
                     Holder has elected to include Warrant Shares in such
                     registration.

          (c)  Obligations of the Company. Whenever required under this Section
10 to effect the registration of any Warrant Shares, the Company shall, as
expeditiously as reasonably possible:

               (i)   Prepare and file with the SEC a registration statement with
                     respect to such Warrant Shares and use its best efforts to
                     cause such registration statement to become effective.

               (ii)  Prepare and file with the SEC such amendments and
                     supplements to such registration statement and the
                     prospectus used in connection with such registration
                     statement as may be necessary to comply with the provisions
                     of the Securities Act.

               (iii) Furnish to the Holder such numbers of copies of a
                     prospectus, including a preliminary prospectus, in
                     conformity with the requirements of the Securities Act, and
                     such other documents as they may reasonably request in
                     order to facilitate the disposition of such Warrant Shares.

               (iv)  Use its reasonable best efforts to register and qualify the
                     securities covered by such registration statement under
                     such other securities or Blue Sky laws of such
                     jurisdictions as shall be reasonably requested by the
                     Holder, provided that the Company shall not be required in
                     connection therewith or as a condition thereto to qualify
                     to do business or to file a general consent to service of
                     process in any such states or jurisdictions.

               (v)   In the event of any underwritten public offering, enter
                     into and perform its obligations under an underwriting
                     agreement with the



                                       9
<PAGE>



                     managing underwriter of such offering in usual and
                     customary form and consistent with the other provisions of
                     this Warrant. The Holder participating in such underwriting
                     shall also enter into and perform its obligations under
                     such an agreement.

               (vi)  Promptly notify the Holder covered by the registration
                     statement at any time when the Company becomes aware of the
                     happening of any event as a result of which the
                     registration statement or the prospectus included in such
                     registration statement or any supplement to the prospectus
                     (as then in effect) contains any untrue statement of a
                     material fact or omits to state a material fact necessary
                     to make the statements therein (in the case of the
                     prospectus, in light of the circumstances under which they
                     were made) not misleading or, if for any other reason it
                     shall be necessary during such time period to amend or
                     supplement the registration statement or the prospectus in
                     order to comply with the Securities Act, whereupon, in
                     either case, the Holder shall immediately cease to use such
                     registration statement or prospectus for any purpose and,
                     as promptly as practicable thereafter, the Company shall
                     prepare and file with the SEC, and furnish without charge
                     to the Holder and managing underwriters, if any, a
                     supplement or amendment to such registration statement or
                     prospectus which will correct such statement or omission or
                     effect such compliance and such copies thereof as the
                     Holder and any underwriters may reasonably request.

               (vii) Cause all such Warrant Shares registered pursuant hereunder
                     to be listed on each securities exchange or market on which
                     similar securities issued by the Company are then listed or
                     traded, if applicable.

              (viii) Provide a transfer agent and registrar for such Warrant
                     Shares not later than the effective date of such
                     registration.

               (ix)  Use its reasonable best efforts to furnish, at the request
                     of the Holder requesting registration of Warrant Shares
                     pursuant to this Section 10, on the date that such Warrant
                     Shares are delivered to the underwriters for sale in
                     connection with a registration pursuant to this Section 10,
                     if such securities are being sold through underwriters, or,
                     if such securities are not being sold through underwriters,
                     on the date that the registration statement with respect to
                     such securities becomes effective, (i) an opinion, dated
                     such date, of the counsel representing the Company for the
                     purposes of such registration, in form and substance as is
                     customarily given to underwriters in an underwritten public
                     offering, addressed to the underwriters, if any, and to the
                     Holder requesting registration of Warrant Shares and (ii) a
                     letter dated


                                       10
<PAGE>



                     such date, from the independent certified public
                     accountants of the Company, in form and substance as is
                     customarily given by independent certified public
                     accountants to underwriters in an underwritten public
                     offering, addressed to the underwriters, if any, and to the
                     Holder requesting registration of Warrant Shares (to the
                     extent the then applicable standards of professional
                     conduct permit said letter to be addressed to the Holder).

          (d)  Furnish Information. It shall be a condition precedent to the
obligations of the Company to take any action pursuant to this Section 10 with
respect to the Warrant Shares of the Holder that the Holder shall furnish to the
Company such information regarding itself, the Warrant Shares held by it, and
the intended method of disposition of such securities as shall be required to
effect the registration of the Holder's Warrant Shares.

          (e)  Expenses of Registration. All expenses incurred in connection
with a registration requested pursuant to this Section 10, including (without
limitation) all registration, filing, qualification, printers' and accounting
fees and the reasonable fees and disbursements of counsel for the Holder, such
fees and disbursements not to exceed $5,000 for each requested registration, and
counsel for the Company shall be borne by the Company, and any underwriters'
discounts or commissions associated with Warrant Shares shall be borne by the
Holder participating in the Form S-3 Registration.

          (f)  Indemnification. In the event any Warrant Shares are included in
a registration statement under this Section 10:

               (i)   The Company agrees to indemnify and hold harmless the
                     Holder and each person, if any, who (i) controls such
                     Holder within the meaning of Section 15 of the Securities
                     Act or Section 20 of the Securities Exchange Act of 1934,
                     as amended (the "Exchange Act"), or (ii) is controlled by
                     or is under common control with the Holder from and against
                     any and all losses, claims, liabilities, expenses and
                     damages (including, but not limited to, any and all
                     investigative, legal and other expenses reasonably incurred
                     in connection with, and any and all amounts paid in
                     settlement of, any action, suit or proceeding between any
                     of the indemnified parties and any indemnifying parties or
                     between any indemnified party and any third party, or
                     otherwise, or any claim asserted), as and when incurred, to
                     which the Holder, or any such person, may become subject
                     under the Securities Act, the Exchange Act or other federal
                     or state statutory law or regulation, at common law or
                     otherwise, insofar as such losses, claims, liabilities,
                     expenses or damages arise out of or are based, directly or
                     indirectly, on (x) any untrue statement or alleged untrue
                     statement of a material fact contained in any preliminary
                     prospectus, registration statement or final prospectus
                     filed with the SEC pursuant to this Section 10, or any
                     amendment or supplement to any such registration statement
                     or prospectus, or in any application or other document
                     executed by


                                       11
<PAGE>



                     or on behalf of the Company or based on written information
                     furnished by or on behalf of the Company filed in any
                     jurisdiction in order to qualify the Warrant Shares under
                     the securities laws thereof or filed with the SEC, or (y)
                     the omission or alleged omission to state in such document
                     a material fact required to be stated in it or necessary to
                     make the statements in it not misleading; provided that
                     this indemnity agreement shall not apply to the extent that
                     such loss, claim, liability, expense or damage is caused
                     directly by an untrue statement or omission made in
                     reliance on and in conformity with information relating to
                     the Holder and furnished in writing to the Company by the
                     Holder for inclusion in any document described in clause
                     (i)(x) above. Any reference in this Section 10(f) to a
                     registration statement, prospectus or any amendment or
                     supplement thereto shall be deemed to refer to and include
                     any documents incorporated or deemed to be incorporated by
                     reference therein, and any reference to the terms "amend,"
                     "amendment" or "supplement" with respect to such
                     registration statement or prospectus shall be deemed to
                     refer to and include filing with the SEC of any document
                     incorporated or deemed to be incorporated by reference
                     therein. This indemnity agreement will be in addition to
                     any liability that the Company might otherwise have.

               (ii)  The Holder agrees to indemnify and hold harmless the
                     Company and its directors and each officer of the Company
                     who signed a registration statement in which Warrant Shares
                     are included, and each person, if any, who (x) controls the
                     Company within the meaning of Section 15 of the Securities
                     Act or Section 20 of the Exchange Act or (y) is controlled
                     by or is under common control with Company, against any and
                     all loss, liability, claim, damage and expense described in
                     the indemnity contained in subsection (i) of this
                     subsection, as incurred, but only with respect to untrue
                     statements or omissions, or alleged untrue statements or
                     omissions, made in such registration statement (or any
                     amendments thereto) or any preliminary or final prospectus
                     (or any amendment or supplement thereto) in reliance upon
                     and in conformity with written information and relating to
                     the Holder furnished to the Company by the Holder for use
                     in such registration statement (or any amendment thereto)
                     or such preliminary or final prospectus (or any amendment
                     or supplement thereto).

               (iii) Any party that proposes to assert the right to be
                     indemnified under this Section 10(f) will, promptly after
                     receipt of notice of commencement of any action against
                     such party in respect of which a claim is to be made
                     against an indemnifying party or parties under this Section
                     10(f), notify each such indemnifying party of the
                     commencement of such action, enclosing a copy of all



                                       12
<PAGE>

                     papers served, but the omission so to notify such
                     indemnifying party will not relieve the indemnifying party
                     from (x) any liability that it might have to any
                     indemnified party otherwise than under this Section 10(f)
                     and (y) any liability that it may have to any indemnified
                     party under the foregoing provision of this Section 10(f)
                     unless, and only to the extent that, such omission results
                     in the forfeiture of substantive rights or defenses by the
                     indemnifying party. If any such action is brought against
                     any indemnified party and it notifies the indemnifying
                     party of its commencement, the indemnifying party will be
                     entitled to participate in and, to the extent that it
                     elects by delivering written notice to the indemnified
                     party promptly after receiving notice of the commencement
                     of the action from the indemnified party, jointly with any
                     other indemnifying party similarly notified, to assume the
                     defense of the action, with counsel reasonably satisfactory
                     to the indemnified party, and after notice from the
                     indemnifying party to the indemnified party of its election
                     to assume the defense, the indemnifying party will not be
                     liable to the indemnified party for any legal or other
                     expenses except as provided below and except for the
                     reasonable costs of investigation subsequently incurred by
                     the indemnified party in connection with the defense. The
                     indemnified party will have the right to employ its own
                     counsel in any such action, but the fees, expenses and
                     other charges of such counsel will be at the expense of
                     such indemnified party unless (w) the employment of counsel
                     by the indemnified party has been authorized in writing by
                     the indemnifying party, (x) the indemnified party has
                     reasonably concluded (based on advice of counsel) that
                     there may be legal defenses available to it or other
                     indemnified parties that are different from or in addition
                     to those available to the indemnifying party, (y) a
                     conflict or potential conflict exists (based on advice of
                     counsel to the indemnified party) between the indemnified
                     party and the indemnifying party (in which case the
                     indemnifying party will not have the right to direct the
                     defense of such action on behalf of the indemnified party)
                     or (z) the indemnifying party has not in fact employed
                     counsel to assume the defense of such action within a
                     reasonable time after receiving notice of the commencement
                     of the action, in each of which cases the reasonable fees,
                     disbursements and other charges of counsel will be at the
                     expense of the indemnifying party or parties. It is
                     understood that the indemnifying party or parties shall
                     not, in connection with any proceeding or related
                     proceedings in the same jurisdiction, be liable for the
                     reasonable fees, disbursements and other charges of more
                     than one separate firm admitted to practice in such
                     jurisdiction at any one time for all such indemnified party
                     or parties. All such fees, disbursements and other charges
                     will be reimbursed by the indemnifying party


                                       13
<PAGE>

                     promptly as they are incurred. An indemnifying party will
                     not be liable for any settlement of any action or claim
                     effected without its written consent. No indemnifying party
                     shall, without the prior written consent of each
                     indemnified party, settle or compromise or consent to the
                     entry of any judgment in any pending or threatened claim,
                     action or proceeding relating to the matters contemplated
                     by this Section 10(f) (whether or not any indemnified party
                     is a party thereto), unless such settlement, compromise or
                     consent includes an unconditional release of each
                     indemnified party from all liability arising or that may
                     arise out of such claim, action or proceeding.
                     Notwithstanding any other provision of this Section 10(f),
                     if at any time an indemnified party shall have requested an
                     indemnifying party to reimburse the indemnified party for
                     fees and expenses of counsel for which it is entitled to
                     reimbursement pursuant to this Section 10(f), such
                     indemnifying party agrees that it shall be liable for any
                     settlement effected without its written consent if (x) such
                     settlement is entered into more than 45 days after receipt
                     by such indemnifying party of the aforesaid request, (y)
                     such indemnifying party shall have received notice of the
                     terms of such settlement at least 30 days prior to such
                     settlement being entered into, and (z) such indemnifying
                     party shall not have reimbursed such indemnified party in
                     accordance with such request prior to the date of such
                     settlement; provided that an indemnifying party shall not
                     be liable for any such settlement effected without its
                     consent if such indemnifying party, at least five days
                     prior to the date of such settlement, (x) reimburses such
                     indemnified party in accordance with such request for the
                     amount of such fees and expenses of counsel as the
                     indemnifying party believes in good faith to be reasonable
                     and (y) provides written notice to the indemnified party
                     that the indemnifying party disputes in good faith the
                     reasonableness of the unpaid balance of such fees and
                     expenses.

               (iv)  In order to provide for just and equitable contribution in
                     circumstances in which the indemnification provided for in
                     the foregoing paragraphs of this Section 10(f) is
                     applicable in accordance with its terms but for any reason
                     is held to be unavailable from the Company or the Holder,
                     the Company and the Holder will contribute to the total
                     losses, claims, liabilities, expenses and damages
                     (including any investigative, legal and other expenses
                     reasonably incurred in connection with, and any amount paid
                     in settlement of, any action, suit or proceeding or any
                     claim asserted, but after deducting any contribution
                     received by the Company from persons other than the Holder,
                     such as persons who control the Company within the meaning
                     of the Securities Act, officers of the Company who signed
                     the applicable registration statement and directors of the
                     Company, who also may be liable


                                       14
<PAGE>



                     for contribution) to which the Company and the Holder may
                     be subject in such proportion as shall be appropriate to
                     reflect the relative fault of the Company, on the one hand,
                     and the Holder, on the other, with respect to the
                     statements or omission which resulted in such loss, claim,
                     liability, expense or damage, or action in respect thereof,
                     as well as any other relevant equitable considerations with
                     respect to such offering. Such relative fault shall be
                     determined by reference to, among other things, whether the
                     untrue or alleged untrue statement of a material fact or
                     omission or alleged omission to state a material fact
                     relates to information supplied by the Company or the
                     Holder, the intent of the parties and their relative
                     knowledge, access to information and opportunity to correct
                     or prevent such statement or omission. The Company and the
                     Holder agree that it would not be just and equitable if
                     contributions pursuant to this Section 10(f)(iv) were to be
                     determined by pro rata allocation or by any other method of
                     allocation which does not take into account the equitable
                     considerations referred to herein. The amount paid or
                     payable by an indemnified party as a result of the loss,
                     claim, liability, expense, or damage, or action in respect
                     thereof, referred to above in this Section 10(f)(iv) shall
                     be deemed to include, for the purpose of this Section
                     10(f)(iv), any legal or other expenses reasonably incurred
                     by such indemnified party in connection with investigating
                     or defending any such action or claim to the extent
                     consistent with Section 10(f)(iii) hereof. Notwithstanding
                     the foregoing provisions of this Section 10(f)(iv), the
                     Holder shall not be required to contribute any amount in
                     excess of the net proceeds received by it from the offering
                     and no person found guilty of fraudulent misrepresentation
                     (within the meaning of Section 11(f) of the Securities Act)
                     will be entitled to contribution from any person who was
                     not guilty of such fraudulent misrepresentation. For
                     purposes of this Section 10(f)(iv), any person who controls
                     a party to this Warrant within the meaning of the
                     Securities Act, and any officers, directors, partners,
                     employees or agents of the Holder, will have the same
                     rights to contribution as that party, and each officer of
                     the Company who signed the applicable registration
                     statement will have the same rights to contribution as the
                     Company, subject in each case to the provisions hereof. Any
                     party entitled to contribution, promptly after receipt of
                     notice of commencement of any action against such party in
                     respect of which a claim for contribution may be made under
                     this Section 10(f)(iv), will notify any such party or
                     parties from whom contribution may be sought, but the
                     omission to so notify will not relieve that party or
                     parties from whom contribution may be sought from any other
                     obligation it or they may have under this Section
                     10(f)(iv). Except for a settlement entered into pursuant to
                     the last



                                       15
<PAGE>


                     sentence of Section 10(f)(iii) hereof, no party will be
                     liable for contribution with respect to any action or claim
                     settled without its written consent if such consent is
                     required pursuant to Section 10(f)(iii) hereof.

     11.  Representations and Warranties of Holder.

          (a)  Purchase for Own Account. Holder represents and warrants that it
is acquiring the Warrant and the Warrant Shares (collectively, the "Securities")
solely for its own account for investment and not with a view to, or for resale
in connection with, any distribution thereof within the meaning of the
Securities Act. Holder further represents that it does not have any present
intention of selling, offering to sell or otherwise disposing of or distributing
the Securities or any portion thereof and that the entire legal and beneficial
interest of the Securities it is acquiring is being acquired for, and will be
held for the account of, Holder only and neither in whole nor in part for any
other person.

          (b)  Accredited Investor; Informed and Knowledgeable Decision. Holder
is an accredited investor as defined in Rule 501(a) of Regulation D promulgated
under the Securities Act. Holder hereby agrees, represents and warrants that it
is aware of the Company's business affairs and financial condition and has
acquired sufficient information about the Company to reach an informed and
knowledgeable decision to acquire the Securities. Holder further represents and
warrants that it has discussed the Company and its plans, operations and
financial condition with its officers, has received all such information as he
deems necessary and appropriate to enable it to evaluate the financial risk
inherent in making an investment in the Securities.

          (c)  Company Disclosure. Holder hereby agrees, represents and warrants
that the Company has disclosed to Holder that the Securities have not been
registered under the Securities Act or under any state securities laws and must
be held indefinitely unless a transfer of it is subsequently registered under
the Securities Act or an exemption from such registration is available.

          (d)  Rule 144. The Holder hereby agrees, represents and warrants that
the Holder is aware of the provisions of Rule 144, promulgated under the
Securities Act.

     12.  Notices. Any and all notices or other communications or deliveries
hereunder shall be in writing and shall be deemed given and effective on the
earliest of (i) the date of transmission, if such notice or communication is
delivered via facsimile at the facsimile telephone number specified in this
Section prior to 5:00 p.m. (California time) on a business day, (ii) the
business day after the date of transmission, if such notice or communication is
delivered via facsimile at the facsimile telephone number specified in this
Section later than 5:00 p.m. (California time) on any date and earlier than
11:59 p.m. (California time) on such date, (iii) the business day following the
date of mailing, if sent by nationally recognized overnight courier service, or
(iv) upon actual receipt by the party to whom such notice is required to be
given. The addresses for such communications shall be: (i) if to the Company, to
157 Technology Drive, Irvine, CA 92618, Attention: Chief Financial Officer, or
to facsimile no. (949) 788-6706, with a copy to Latham & Watkins, 650 Town
Center Drive, Suite 2000, Costa Mesa, California 92626,


                                       16
<PAGE>



attention Alan W. Pettis, Esq., or (ii) if to the Holder, to the Holder at the
address or facsimile number appearing on the Warrant Register, or such other
address or facsimile number as any party may provide to the other party in
accordance with this Section 12.

          13.  Warrant Agent. The Company shall serve as warrant agent under
this Warrant. The Company may appoint a new warrant agent upon notice to the
Holder in accordance with Section 12. Any corporation into which the Company may
be merged or any corporation resulting from any consolidation to which the
Company shall be a party or any corporation to which the Company transfers
substantially all of its corporate assets shall be a successor warrant agent
under this Warrant without any further act. Any such successor warrant agent
shall promptly cause notice of its succession as warrant agent to be mailed (by
first class mail, postage prepaid) to the Holder at the Holder's last address as
shown on the Warrant Register.

     14.  Miscellaneous.

          (a)  This Warrant shall be binding on and inure to the benefit of the
parties hereto and their respective successors and permitted assigns. This
Warrant may be amended only in writing signed by the Company and the Holder and
their successors and assigns. Subject to Section 2(a) above, this Warrant may be
assigned by the Holder to any affiliate of the Holder, including, but not
limited to, officers, directors and employees of the Holder.

          (b)  Subject to Section 14(a), above, nothing in this Warrant shall be
construed to give to any person or corporation other than the Company and the
Holder any legal or equitable right, remedy or cause under this Warrant. This
Warrant shall inure to the sole and exclusive benefit of the Company and the
Holder.

          (c)  This Warrant shall be governed by and construed and enforced in
accordance with the internal laws of the State of California, without regard to
the principles of conflicts of law thereof. The Company and the Holder hereby
irrevocably submit to the exclusive jurisdiction of the state and federal courts
sitting in Orange County, California, for the adjudication of any dispute
hereunder or in connection herewith or with any transaction contemplated hereby
or discussed herein, and hereby irrevocably waive, and agree not to assert in
any suit, action or proceeding, any claim that it is not personally subject to
the jurisdiction of any such court, or that such suit, action or proceeding is
improper. Each of the Company and the Holder hereby irrevocably waives personal
service of process and consents to process being served in any such suit, action
or proceeding by receiving a copy thereof sent to the Company at the address in
effect for notices to it under this instrument and agrees that such service
shall constitute good and sufficient service of process and notice thereof.
Nothing contained herein shall be deemed to limit in any way any right to serve
process in any manner permitted by law.

          (d)  The headings herein are for convenience only, do not constitute a
part of this Warrant and shall not be deemed to limit or affect any of the
provisions hereof.

          (e)  In case any one or more of the provisions of this Warrant shall
be invalid or unenforceable in any respect, the validity and enforceability of
the remaining terms and provisions of this Warrant shall not in any way be
affected or impaired thereby and the parties will attempt in good faith to agree
upon a valid and enforceable provision which shall be a


                                       17
<PAGE>


commercially reasonable substitute therefor, and upon so agreeing, shall
incorporate such substitute provision in this Warrant.

         IN WITNESS WHEREOF, the parties hereto have executed this Warrant
effective as of the date first indicated above.


                                     THE COMPANY:

                                     NEOTHERAPEUTICS, INC.


                                     By:          /s/Samuel Gulko
                                         ---------------------------------------
                                         Samuel Gulko
                                         Senior Vice President, Finance,
                                         Chief Financial Officer, Secretary
                                         and Treasurer



                                     HOLDER:

                                     GRUNTAL & CO., L.L.C.


                                     By:
                                            ------------------------------------
                                     Name:
                                            ------------------------------------
                                     Title:
                                            ------------------------------------



                                       18
<PAGE>



                          FORM OF ELECTION TO PURCHASE

(To be executed by the Holder to exercise the right to purchase shares of Common
Stock under the foregoing Warrant)

To NeoTherapeutics, Inc.:

     In accordance with the Warrant enclosed with this Form of Election to
Purchase, the undersigned hereby irrevocably elects to purchase _________ shares
of common stock ("Common Stock"), $.001 par value per share, of NeoTherapeutics,
Inc. by ____ cash ____ Cashless Exercise (check one). If such Holder is not
utilizing the Cashless Exercise provisions set forth in the Warrant, such Holder
encloses herewith either (i) $_______ in cash, certified or official bank check
or checks, or (ii) a Fedwire Funds Transfer reference number for the wire
transfer of $_______ in immediately available funds to:

         Chase Manhattan Bank, N.Y.C.
         Routing No.:  021 000 021
         FBO:     Salomon Smith Barney, Inc.
                  Account No. 066-198 038
         FCC:     NeoTherapeutics, Inc.
                  Account No. 561-04051-19 103

which sum represents in either case the aggregate Exercise Price (as defined in
the Warrant) for the number of shares of Common Stock to which this Form of
Election to Purchase relates, together with any applicable taxes payable by the
undersigned pursuant to the Warrant.

     The undersigned hereby acknowledges that it has reviewed the
representations and warranties contained in Section 11 of the Warrant and by its
signature below hereby makes such representations and warranties to the Company
as of the date hereof.

     The undersigned requests that certificates for the shares of Common Stock
issuable upon this exercise be issued in the name of

                                     PLEASE INSERT SOCIAL SECURITY OR
                                     TAX IDENTIFICATION NUMBER

                                     -------------------------------------------

--------------------------------------------------------------------------------
                         (Please print name and address)

     If the number of shares of Common Stock issuable upon this exercise shall
not be all of the shares of Common Stock which the undersigned is entitled to
purchase in accordance with the enclosed Warrant, the undersigned requests that
a New Warrant (as defined in the Warrant) evidencing the right to purchase the
shares of Common Stock not issuable pursuant to the exercise evidenced hereby be
issued in the name of and delivered to:


--------------------------------------------------------------------------------
                         (Please print name and address)

--------------------------------------------------------------------------------


--------------------------------------------------------------------------------

Dated:  __________, ____             Name of Holder:

                                     (Print)
                                             -----------------------------------

                                     (By:)
                                             -----------------------------------
                                     (Name:)
                                     (Title:)
                                     (Signature must conform in all respects to
                                     name of holder as specified on the face of
                                     the Warrant)


<PAGE>




                               FORM OF ASSIGNMENT

           [To be completed and signed only upon transfer of Warrant]

         FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto ____________________ the right represented by the Warrant enclosed with
this Form of Assignment to purchase __________ shares of Common Stock of
NeoTherapeutics, Inc. to which the Warrant relates and appoints
____________________ attorney to transfer said right on the books of
NeoTherapeutics, Inc. with full power of substitution in the premises.


Dated:  __________, ____


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



                                     -------------------------------------------
                                     Address of Transferee


                                     -------------------------------------------


                                     -------------------------------------------


In the presence of:


------------------------------------