EXHIBIT 4.9


 


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,
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 $0.01
per share (the “WARRANT SECURITIES”), such warrant certificates and other
warrant certificates issued pursuant to this Agreement being herein called the “WARRANT
CERTIFICATES”; and


 


WHEREAS, the
Company desires the Warrant Agent to act on behalf of the Company, and the
Warrant Agent is willing so to act, in connection with the issuance,
registration, transfer, exchange, exercise and replacement of the Warrant
Certificates, and in this Agreement wishes to set forth, among other things,
the form and provisions of the Warrant Certificates and the terms and
conditions on which they may be issued, registered, transferred, exchanged,
exercised and replaced;


 


NOW THEREFORE,
in consideration of the premises and of the mutual agreements herein contained,
the parties hereto agree as follows:


 


ARTICLE 1


 


ISSUANCE
OF WARRANTS AND EXECUTION AND DELIVERY OF WARRANT CERTIFICATES


 


1.1                               Issuance
of Warrants.  [If Warrants alone—Upon
issuance, each Warrant Certificate shall evidence one or more Warrants.] [If
Other Securities and Warrants—Warrants shall be [initially] issued in
connection with the issuance of the Other Securities [but shall be separately
transferable on and after(the “DETACHABLE DATE”)] [and shall not be separately
transferable] and each Warrant Certificate shall evidence one or more
Warrants.] Each Warrant evidenced thereby shall represent the right, subject to
the provisions contained herein and therein, to purchase one Warrant Security.
[If Other Securities and Warrants—Warrant Certificates shall be initially
issued in units with the Other Securities and each Warrant Certificate included
in such a unit shall evidence Warrants for each [$principal amount] [ shares]
of Other Securities included in such unit.]


 


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


 


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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.


 


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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
initially purchase the number of Warrant Securities specified in the applicable
Warrant Certificate at an initial exercise price of $per Warrant Security,
subject to adjustment upon the occurrence of certain events, as hereinafter
provided. Such purchase price per Warrant Security is referred to in this
Agreement as the “WARRANT PRICE.”


 


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


 


2.3                               Exercise
of Warrants.


 


(a)                                  During
the period specified in Section 2.2, the Warrants may be exercised to
purchase a whole number of Warrant Securities in registered form by providing
certain information as set forth on the reverse side of the Warrant Certificate
and by paying in full, in lawful money of the United States of America, [in
cash or by certified check or official bank check in New York Clearing House
funds] [by bank wire transfer in immediately available funds] the Warrant Price
for each Warrant Security with respect to which a Warrant is being exercised to
the Warrant Agent at its corporate trust office, provided that such exercise is
subject to receipt within five business days of such payment by the Warrant
Agent of the Warrant Certificate with the form of election to purchase Warrant
Securities set forth on the reverse side of the Warrant Certificate properly
completed and duly executed. The date on which payment in full of the Warrant
Price is received by the Warrant Agent shall, subject to receipt of the Warrant
Certificate as aforesaid, be deemed to be the date on which the Warrant is
exercised; provided, however, that if, at the date of receipt of such Warrant
Certificates and payment in full of the Warrant Price, the transfer books for
the Warrant Securities purchasable upon the exercise of such Warrants shall be
closed, no such receipt of such 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 


 


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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, 


 


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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;


 


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(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 


 


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Agreement as the Warrants
theretofore or thereafter issued in accordance with the terms of this Agreement
as though all of such Warrants had been issued at the date of the execution
hereof. In any case of any such Reorganization Event, such changes in
phraseology and form (but not in substance) may be made in the Warrants
thereafter to be issued as may be appropriate.


 


The Warrant Agent may
receive a written opinion of legal counsel as conclusive evidence that any such
Reorganization Event complies with the provisions of this Section 3.4.


 


(d)                                  The
Company may, at its option, at any time until the Expiration Date, reduce the
then current Warrant Price to any amount deemed appropriate by the Board of
Directors of the Company for any period not exceeding twenty consecutive days
(as evidenced in a resolution adopted by such Board of Directors), but only
upon giving the notices required by Section 3.5 at least ten days prior to
taking such action.


 


(e)                                  Except
as herein otherwise expressly provided, no adjustment in the Warrant Price
shall be made by reason of the issuance of shares of Common Stock, or
securities convertible into or exchangeable for shares of Common Stock, or
securities carrying the right to purchase any of the foregoing or for any other
reason whatsoever.


 


(f)                                    No
fractional Warrant Securities shall be issued upon the exercise of Warrants. If
more than one Warrant shall be exercised at one time by the same holder, the
number of full Warrant Securities which shall be issuable upon such exercise
shall be computed on the basis of the aggregate number of Warrant Securities
purchased pursuant to the Warrants so exercised. Instead of any fractional
Warrant Security which would otherwise be issuable upon exercise of any
Warrant, the Company shall pay a cash adjustment in respect of such fraction in
an amount equal to the same fraction of the last sales price (or bid price if
there were no sales) per Warrant Security, in either case as reported on the
New York Stock Exchange Composite Tape on the business day which next precedes
the day of exercise or, if the Warrant Securities are not then listed or
admitted to trading on the New York Stock Exchange, on the principal national
securities exchange on which the Warrant Securities are listed or admitted to
trading or, if not listed or admitted to trading on any national securities
exchange, on the Nasdaq Stock Martket (“Nasdaq”), or if the Warrant Securities
are not then listed or admitted to trading on any national securities exchange
or quoted on the Nasdaq, the average of the closing high bid and low asked
prices in the over-the-counter market, as reported by National Association of
Securities Dealers, Inc., or such other system then in use, or if on any
such date the Warrant Securities are not quoted by any such organization, an
amount equal to the same fraction of the average of the closing bid and asked
prices as furnished by any New York Stock Exchange firm selected from time to
time by the Company for that purpose at the close of business on the business
day which next precedes the day of exercise.


 


(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.


 


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3.5                               Notice
to Warrantholders.  In case the
Company shall (a) effect any dividend or distribution described in Section 3.4(b),
(b) effect any Reorganization Event, (c) make any distribution on or
in respect of the Common Stock in connection with the dissolution, liquidation
or winding up of the Company, or (d) reduce the then current Warrant Price
pursuant to Section 3.4(d), then the Company shall mail to each holder of
Warrants at such holder’s address as it shall appear on the books of the
Warrant Agent, at least ten days prior to the applicable date hereinafter
specified, a notice stating (x) the record date for such dividend or
distribution, or, if a record is not to be taken, the date as of which the
holders of record of Common Stock that will be entitled to such dividend or
distribution are to be determined, (y) the date on which such Reorganization
Event, dissolution, liquidation or winding up is expected to become effective,
and the date as of which it is expected that holders of Common Stock of record
shall be entitled to exchange their shares of Common Stock for securities or
other property deliverable upon such Reorganization Event, dissolution,
liquidation or winding up, or (z) the first date on which the then current
Warrant Price shall be reduced pursuant to Section 3.4(d). No failure to
mail such notice nor any defect therein or in the mailing thereof shall affect
any such transaction or any adjustment in the Warrant Price required by Section 3.4.


 


3.6                               [If
The Warrants are Subject to Acceleration by the Company, Insert—Acceleration of
Warrants by the Company.


 


(a)                                  At
any time on or after, the Company shall have the right to accelerate any or all
Warrants at any time by causing them to expire at the close of business on the
day next preceding a specified date (the “ACCELERATION DATE”), if the Market
Price (as hereinafter defined) of the Common Stock equals or exceeds percent
(%) of the then effective Warrant Price on any twenty Trading Days (as
hereinafter defined) within a period of thirty consecutive Trading Days ending
no more than five Trading Days prior to the date on which the Company gives
notice to the Warrant Agent of its election to accelerate the Warrants.


 


(b)                                  “Market
Price” for each Trading Day shall be, if the Common Stock is listed or admitted
for trading on the New York Stock Exchange, the last reported sale price,
regular way (or, if no such price is reported, the average of the reported
closing bid and asked prices, regular way) of Common Stock, in either case as
reported on the New York Stock Exchange Composite Tape or, if the Common Stock
is not listed or admitted to trading on the New York Stock Exchange, on the
principal national securities exchange on which the Common Stock is listed or
admitted to trading or, if not listed or admitted to trading on any national
securities exchange, on Nasdaq, or, if not listed or admitted to trading on any
national securities exchange or quoted on Nasdaq, the average of the closing
high bid and low asked prices in the over-the-counter market, as reported by
National Association of Securities Dealers, Inc., or such other system
then in use, or if on any such date the shares of Common Stock are not quoted
by any such organization, the average of the closing bid and asked prices as
furnished by any New York Stock Exchange firm selected from time to time by the
Company for that purpose. “Trading Day” shall be each Monday through Friday,
other than any day on which securities are not traded in the system or on the
exchange that is the principal market for the Common Stock, as determined by
the Board of Directors of the Company.


 


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(c)                                  In
the event of an acceleration of less than all of the Warrants, the Warrant
Agent shall select the Warrants to be accelerated by lot, pro rata or in such
other manner as it deems, in its discretion, to be fair and appropriate.


 


(d)                                  Notice
of an acceleration specifying the Acceleration Date shall be sent by mail first
class, postage prepaid, to each registered holder of a Warrant Certificate
representing a Warrant accelerated at such holder’s address appearing on the
books of the Warrant Agent not more than sixty days nor less than thirty days
before the Acceleration Date. Such notice of an acceleration also shall be
given no more than twenty days, and no less than ten days, prior to the mailing
of notice to registered holders of Warrants pursuant to this Section 3.6,
by publication at least once in a newspaper of general circulation in the City
of New York.


 


(e)                                  Any
Warrant accelerated may be exercised until [   
] p.m., [City] time, on the business day next preceding the
Acceleration Date. The Warrant Price shall be payable as provided in Section 2.]


 


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 


 


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Warrant Securities and a
fraction of a Warrant Security. All Warrant Certificates issued upon any
exchange or registration of transfer of Warrant Certificates shall be the valid
obligations of the Company, evidencing the same obligations and entitled to the
same benefits under this Agreement as the Warrant Certificate surrendered for
such exchange or registration of transfer.


 


4.2                               Treatment
of Holders of Warrant Certificates. 
[If Other Securities and Warrants are not immediately detachable—Prior
to the Detachable Date, the Company, the Warrant Agent and all other persons
may treat the owner of the Other Security as the owner of the Warrant
Certificates initially attached thereto for any purpose and as the person
entitled to exercise the rights represented by the Warrants evidenced by such Warrant
Certificates, any notice to the contrary notwithstanding. After the Detachable
Date and prior to due presentment of a Warrant Certificate for registration of
transfer, the] [T]he Company, the Warrant Agent and all other persons may treat
the registered holder of a Warrant Certificate as the absolute owner thereof
for any purpose and as the person entitled to exercise the rights represented
by the Warrants evidenced thereby, any notice to the contrary notwithstanding.


 


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


 


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


 


ARTICLE 5


 


CONCERNING
THE WARRANT AGENT


 


5.1                               Warrant
Agent.  The Company hereby appoints
as Warrant Agent of the Company in respect of the Warrants and the Warrant
Certificates upon the terms and subject to the conditions herein set forth, and
hereby accepts such appointment. The Warrant Agent shall have the powers and
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 


 


10





















 


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.


 


11





















 


(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
and Appointment Of Successor.


 


(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 


 


12





















 


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., 1180
Veterans Boulevard, South San Francisco, California 94080, 


 


13





















 


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.


 


14





















 


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]


 


15





















 


EXHIBIT A


 


FORM OF
WARRANT CERTIFICATE


 


[FACE OF
WARRANT CERTIFICATE]


 


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

  	
   

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

  
	
   

  	
   

  	
   

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

  	
   

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

  



 


EXERCISABLE ONLY
IF COUNTERSIGNED BY THE WARRANT AGENT AS PROVIDED HEREIN


 


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


 


RIGEL
PHARMACEUTICALS, INC.


 


WARRANT
CERTIFICATE REPRESENTING


WARRANTS
TO PURCHASE


COMMON
STOCK, PAR VALUE $0.01 PER SHARE


 


	
  No.                  

  	
   

  	
  Warrants

  



 


This certifies that                   
or registered assigns is the registered owner of the above indicated number of
Warrants, each Warrant entitling such owner [if Warrants are attached to Other
Securities and are not immediately detachable—, subject to the registered owner
qualifying as a “Holder” of this Warrant Certificate, as hereinafter defined),]
to purchase, at any time [after [    ] p.m., [City] time,
on and] on or before [     ] p.m., [City] time,
on     , shares of Common Stock, par value $0.01 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).


 


16





















 


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.


 


17





















 


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

  	
   

  



 


18





















 


[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 $0.01 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)

  	
   

  



 


19





















 


	
  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.]


 


20





















 


ASSIGNMENT


 


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


 


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


 


	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (Please print
  name and address including zip code)

  	
   

  	
  Please insert
  Social Security or other identifying number

  



 


 


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


 


	
   

  	
   

  



 


21