EXHIBIT 4.10


 


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


 


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


 


No Warrant Certificate
shall be valid for any purpose, and no Warrant evidenced thereby shall be
exercisable, until such Warrant Certificate has been countersigned by the
manual signature of the Warrant Agent. 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 


 


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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.,
[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 


 


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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 


 


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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.


 


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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 


 


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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.


 


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 any securities of the Company or for
any other reason whatsoever.


 


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(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 Market (“Nasdaq”), or if the Warrant Securities are not then
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 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.


 


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.


 


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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, 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, 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, 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, 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 [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 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 [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.


 


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(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 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 


 


10





















 


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.


 


11





















 


(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 


 


12





















 


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 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, 


 


13





















 


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, 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.


 


14





















 


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.


 


15





















 


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]


 


16





















 


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
                             ,


 


17





















 


RIGEL
PHARMACEUTICALS, INC.


 


WARRANT
CERTIFICATE REPRESENTING


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.,
[City] time, on
                        
and] on or before [         ] p.m.,
[City] 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 


 


18





















 


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.


 


19





















 


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

  	
   

  



 


 


	
  Attest:

  
	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  



 


20





















 


[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)


 


21





















 


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).


 


22





















 


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.]


 


23





















 


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


 


	
   

  	
   

  



 


24