EXHIBIT 4.9


 


RIGEL PHARMACEUTICALS, INC.


 


and


 


                ,
AS WARRANT AGENT


 


FORM OF PREFERRED STOCK


WARRANT AGREEMENT


 


DATED AS OF


 





















RIGEL PHARMACEUTICALS, INC.


 


FORM OF PREFERRED STOCK WARRANT AGREEMENT


 


PREFERRED 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 [title of
Preferred Stock purchasable through exercise of Warrants] (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 [title of Preferred Stock purchasable through exercise of
Warrants] 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 [title
of Preferred Stock purchasable through exercise of Warrants] 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
[title of Preferred Stock purchasable through exercise of Warrants] (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)            [title of Preferred Stock purchasable through exercise
of Warrants] or any shares of stock or other securities which are at any time
directly or indirectly convertible 


 





















into or exchangeable for
[title of Preferred Stock purchasable through exercise of Warrants], 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 in accordance
with the terms of [title of Preferred Stock purchasable through exercise of
Warrants] or 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)          [title of Preferred Stock purchasable through exercise
of Warrants] 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 [title of Preferred Stock
purchasable through exercise of Warrants] 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 [title of Preferred Stock purchasable through exercise of Warrants]
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 [title of Preferred Stock purchasable through
the exercise of the Warrants] 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 [title of Preferred Stock purchasable through the exercise of the Warrants]
other than the issuance of additional shares of [title of Preferred Stock
purchasable through the exercise of the Warrants]) 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 shares of [title of Preferred Stock
purchasable through the exercise of the Warrants] 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 any securities
of the Company 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 [title of Preferred Stock purchasable through the exercise of the Warrants]
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 [title of Preferred Stock
purchasable through the exercise of Warrants] 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
[title of Preferred Stock purchasable through the exercise of the Warrants] of
record shall be entitled to exchange their shares of [title of Preferred Stock
purchasable through the exercise of the Warrants] 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 [title of Preferred Stock purchasable through the exercise of
the Warrants] 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
[title of Preferred Stock purchasable through the exercise of the Warrants] 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
[title of Preferred Stock purchasable through the exercise of the Warrants], in
either case as reported on the New York Stock Exchange Composite Tape or the
NASDAQ, as applicable, or, if the [title of Preferred Stock purchasable through
the exercise of the Warrants] 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 [title of Preferred Stock purchasable through
the exercise of the Warrants] 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 [title of Preferred Stock
purchasable through the exercise of the Warrants] 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 [title of Preferred Stock purchasable through the
exercise of the Warrants], 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 PREFERRED 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. 

WARRANTS TO PURCHASE 

[TITLE OF WARRANT SECURITIES]


 


	
  No.

  	
   

  	
  Warrants

  



 


This certifies that
                       
or registered assigns is the registered owner of the above indicated number of
Warrants, each Warrant entitling such owner [if Warrants are attached to Other
Securities and are not immediately detachable—, subject to the registered owner
qualifying as a “Holder” of this Warrant Certificate, as hereinafter defined),]
to purchase, at any time [after
[         ] p.m.,
[              ]
time, on 
                       
and] on or before [       ] p.m.,
[              ]
time, on 
                       
shares of [Title of Warrant Securities] (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 [Title of Warrant Securities] (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