EXHIBIT 4.8


 


RIGEL PHARMACEUTICALS, INC.


 


and


 


                ,
AS WARRANT AGENT


 


FORM OF COMMON STOCK


WARRANT AGREEMENT


 


DATED AS OF       


 





















 


RIGEL PHARMACEUTICALS, INC.


 


FORM OF COMMON STOCK WARRANT AGREEMENT


 


COMMON STOCK WARRANT AGREEMENT (this “Agreement”), dated as
of                     
between RIGEL PHARMACEUTICALS, 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—Warrant Certificates shall be [initially] issued in connection
with the issuance of the Other Securities [but shall be separately transferable
on and after
                    
(the “Detachable Date”)] [and shall not be separately transferable] and each
Warrant Certificate shall evidence one or more Warrants.] Each Warrant
evidenced thereby shall represent the right, subject to the provisions
contained herein and therein, to purchase one Warrant Security.  [If Other Securities and Warrants—Warrant
Certificates shall be initially issued in units with the Other Securities and
each Warrant Certificate included in such a unit shall evidence
                    
Warrants for each
[$            
principal amount] [                    
shares] of Other Securities included in such unit.]


 


1.2          Execution
And Delivery Of Warrant Certificates.  Each Warrant
Certificate, whenever issued, shall be in registered form substantially in the
form set forth in Exhibit A hereto, shall be dated the date of its
countersignature by the Warrant Agent and may have such 


 





















 


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


 


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


 


In case any officer of the Company who shall have
signed any of the Warrant Certificates either manually or by facsimile
signature shall cease to be such officer before the Warrant Certificates so
signed shall have been countersigned and delivered by the Warrant Agent, such
Warrant Certificates may be countersigned and delivered notwithstanding that
the person who signed Warrant Certificates ceased to be such officer of the
Company; and any Warrant Certificate may be signed on behalf of the Company by
such persons as, at the actual date of the execution of such Warrant
Certificate, shall be the proper officers of the Company, although at the date
of the execution of this Agreement any such person was not such officer.


 


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


 


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


 





















 


ARTICLE 2



WARRANT PRICE, DURATION AND EXERCISE OF WARRANTS


 


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


 


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


 


2.3          Exercise
Of Warrants.


 


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


 





















 


telephone at the
end of each day on which a payment for the exercise of Warrants is received of
the amount so deposited to its account. 
The Warrant Agent shall promptly confirm such telephone advice to the
Company in writing.


 


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


 


(c)           As soon as practicable after the exercise
of any Warrant, the Company shall issue to or upon the order of the holder of
the Warrant Certificate evidencing such Warrant the Warrant Securities to which
such holder is entitled, in fully registered form, registered in such name or
names as may be directed by such holder. 
If fewer than all of the Warrants evidenced by such Warrant Certificate
are exercised, the Company shall execute, and an authorized officer of the
Warrant Agent shall manually countersign and deliver, a new Warrant Certificate
evidencing Warrants for the number of Warrant Securities remaining unexercised.


 


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


 


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


 


ARTICLE 3



OTHER PROVISIONS RELATING TO RIGHTS OF HOLDERS OF
WARRANT CERTIFICATES


 


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


 


3.2          Lost,
Stolen, Mutilated Or Destroyed Warrant Certificates. 
Upon receipt by the Warrant Agent of evidence reasonably satisfactory to
it and the Company of the ownership of and the loss, theft, destruction or
mutilation of any Warrant Certificate and/or indemnity 





















 


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


 


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


 


3.4          Adjustments.


 


(a)           In case the Company shall at any time
subdivide its outstanding shares of 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 he
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 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.


 


(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 or the Nasdaq Stock Market, Inc. (“NASDAQ”), as applicable,
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 or NASDAQ, 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 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 NASDAQ 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.


 


(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 or the NASDAQ, 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 the NASDAQ, as applicable, or, if the
Common Stock is not listed or admitted to trading on the New York Stock
Exchange or the NASDAQ, as applicable, 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 NASDAQ 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.,
[            ]
time, on the business day next preceding the Acceleration Date.  The Warrant Price shall be payable as
provided in Section 2.]


 


ARTICLE 4



EXCHANGE AND TRANSFER OF WARRANT CERTIFICATES


 


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


 


4.2          Treatment
Of Holders Of Warrant Certificates.  [If Other
Securities and Warrants are not immediately detachable—Prior to the Detachable
Date, the Company, the Warrant Agent and all other persons may treat the owner
of the Other Security as the owner of 


 





















 


the Warrant
Certificates initially attached thereto for any purpose and as the person
entitled to exercise the rights represented by the Warrants evidenced by such
Warrant Certificates, any notice to the contrary notwithstanding.  After the Detachable Date and prior to due
presentment of a Warrant Certificate for registration of transfer, the] [The]
Company, the Warrant Agent and all other persons may treat the registered
holder of a Warrant Certificate as the absolute owner thereof for any purpose
and as the person entitled to exercise the rights represented by the Warrants
evidenced thereby, any notice to the contrary notwithstanding.


 


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


 


The Warrant Agent shall deliver to the Company from
time to time or otherwise dispose of canceled Warrant Certificates in a manner
satisfactory to the Company.


 


ARTICLE 5



CONCERNING THE WARRANT AGENT


 


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


 


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


 


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


 




















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(i)            No
Implied Obligations.  The Warrant Agent shall be obligated to
perform only such duties as are herein and in the Warrant Certificates
specifically set forth and no implied duties or obligations shall be read into
this Agreement or the Warrant Certificates against the Warrant Agent.  The Warrant Agent shall not be under any
obligation to take any action hereunder which may tend to involve it in any
expense or liability, the payment of which within a reasonable time is not, in
its reasonable opinion, assured to it. 
The Warrant Agent shall not be accountable or under any duty or
responsibility for the use by the Company of any of the Warrant Certificates
authenticated by the Warrant Agent and delivered by it to the Company 


 

















 


pursuant to this
Agreement or for the application by the Company of the proceeds of the Warrant
Certificates.  The Warrant Agent shall
have no duty or responsibility in case of any default by the Company in the
performance of its covenants or agreements contained herein or in the Warrant
Certificates or in the case of the receipt of any written demand from a holder
of a Warrant Certificate with respect to such default, including, without
limiting the generality of the foregoing, any duty or responsibility to
initiate or attempt to initiate any proceedings at law or otherwise or, except
as provided in Section 6.2 hereof, to make any demand upon the Company.


 


5.3          Resignation,
Removal And Appointment Of Successors.


 


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


 


(b)           The Warrant Agent may at any time resign
as agent by giving written notice to the Company of such intention on its part,
specifying the date on which its desired resignation shall become effective;
provided that such date shall not be less than three months after the date on
which such notice is given unless the Company otherwise agrees.  The Warrant Agent hereunder may be removed at
any time by the filing with it of an instrument in writing signed by or on
behalf of the Company and specifying such removal and the intended date when it
shall become effective.  Such resignation
or removal shall take effect upon the appointment by the Company, as
hereinafter provided, of a successor Warrant Agent (which shall be a bank or
trust company authorized under the laws of the jurisdiction of its organization
to exercise corporate trust powers) and the acceptance of such appointment by
such successor Warrant Agent.  The
obligation of the Company under Section 5.2(a) shall continue to the
extent set forth therein notwithstanding the resignation or removal of the
Warrant Agent.


 


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


 

















 


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


 


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


 


ARTICLE 6



MISCELLANEOUS


 


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


 


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


 


6.3          Addresses. 
Any communication from the Company to the Warrant Agent with respect to
this Agreement shall be addressed to                 ,
Attention:
                
and any communication from the Warrant Agent to the Company with respect to
this Agreement shall be addressed to Rigel Pharmaceuticals, Inc., 2411
Stanwell Drive, Concord, California, 94520, 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.


 


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


 


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


 

















 


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


 


	
  RIGEL PHARMACEUTICALS,
  INC.

  
	
   

  
	
  By

  	
   

  
	
   

  	
   

  
	
  Its

  	
   

  



 


	
  Attest:

  
	
   

  
	
   

  
	
   

  
	
   

  



 


	
  WARRANT AGENT

  
	
   

  
	
  By

  	
   

  
	
   

  	
   

  
	
  Its

  	
   

  



 


	
  Attest:

  
	
   

  
	
   

  
	
   

  
	
   

  



 


[SIGNATURE
PAGE TO COMMON STOCK WARRANT AGREEMENT]


 





















 


EXHIBIT A 



FORM OF WARRANT CERTIFICATE

[FACE OF WARRANT CERTIFICATE]


 


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

  	
   

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

  
	
   

  	
   

  	
   

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

  	
   

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

  



 


EXERCISABLE
ONLY IF COUNTERSIGNED BY THE WARRANT AGENT AS PROVIDED HEREIN


 


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


 






 












RIGEL PHARMACEUTICALS, 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.,
[            ]
time, [on
                
and] on or before [        ] p.m.,
[            ]
time, on
                ,
                    
shares of Common Stock, par value $0.001 per share (the “Warrant Securities”),
of Rigel Pharmaceuticals, Inc.  (the
“Company”) on the following basis: during the period from
                    ,
through and including
                    ,
the exercise price per Warrant Security will be
$            ,
subject to adjustment as provided in the Warrant Agreement (as hereinafter
defined) (the “Warrant Price”).  The
Holder may exercise the Warrants evidenced hereby by providing certain
information set forth on the back hereof and by paying in full, in lawful money
of the United States of America, [in cash or by certified check or official
bank check in New York Clearing House funds] [by bank wire transfer in
immediately available funds], the Warrant Price for each Warrant Security with
respect to which this Warrant is exercised to the Warrant Agent (as hereinafter
defined) and by surrendering this Warrant Certificate, with the purchase form
on the back hereof duly executed, at the corporate trust office of [name of
Warrant Agent], or its successor as warrant agent (the “Warrant Agent”), which
is, on the date hereof, at the address specified on the reverse hereof, and
upon compliance with and subject to the conditions set forth herein and in the
Warrant Agreement (as hereinafter defined).


 


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


 


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


 


This Warrant Certificate is issued under and in
accordance with the Warrant Agreement dated as of
                    ,
             (the “Warrant
Agreement”), between the Company and the Warrant Agent and is subject to the
terms and provisions contained in the Warrant Agreement, to all of which terms
and provisions the Holder of this Warrant Certificate consents by acceptance 


 

















 


hereof.  Copies of the Warrant Agreement are on file
at the above-mentioned office of the Warrant Agent.


 


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


 


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


 


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


 


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


 


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


 

















 


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


 


	
  Dated:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  RIGEL
  PHARMACEUTICALS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Its

  	
   

  
	
   

  	
   

  	
   

  
	
  Attest:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Countersigned:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  As
  Warrant Agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  Authorized Signature

  



 





















 


[REVERSE OF WARRANT CERTIFICATE]


 


(Instructions
for Exercise of Warrant)


 


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


 


(To
be executed upon exercise of Warrants)


 


The undersigned hereby irrevocably elects to
exercise
                    
Warrants, evidenced by this Warrant Certificate, to purchase                     
shares of the Common Stock, par value $0.001 per share (the “Warrant Securities”),
of Rigel Pharmaceuticals, Inc. and represents that he has tendered payment
for such Warrant Securities, in lawful money of the United States of America,
[in cash or by certified check or official bank check in New York Clearing
House funds] [by bank wire transfer in immediately available funds], to the
order of Rigel Pharmaceuticals, Inc., c/o [insert name and address of
Warrant Agent], in the amount of
$             in
accordance with the terms hereof.  The
undersigned requests that said Warrant Securities be in fully registered form
in the authorized denominations, registered in such names and delivered all as
specified in accordance with the instructions set forth below.


 


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


 


	
  Dated

  	
   

  	
   

  	
  Name

  	
   

  
	
   

  	
   

  	
   

  	
  Please
  Print

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Address:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (Insert Social Security or
  Other Identifying Number of Holder)

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signature Guaranteed

  	
   

  	
   

  	
   

  
	
   

  	
  Signature

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
							



 

















 


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


 


 





















 


ASSIGNMENT


 


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


 


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


 


	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (Please print name and address including zip code)

  	
   

  	
  Please print Social Security or other identifying number

  
	
   

  	
   

  	
   

  



 


the right represented by the
within Warrant to purchase
                    
shares of [Title of Warrant Securities] of Rigel Pharmaceuticals, 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