EXHIBIT 4.11


 


RIGEL
PHARMACEUTICALS, INC.


and


                        ,
AS WARRANT AGENT


FORM OF
DEBT SECURITIES


WARRANT
AGREEMENT


DATED
AS OF


 





















 


RIGEL
PHARMACEUTICALS, INC.


Form of
Debt Securities Warrant Agreement


 


DEBT SECURITIES 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 has
entered into an indenture dated as of
[                                 
(the “SENIOR INDENTURE”), with
                                 ,
as trustee (such trustee, and any successors to such trustee, herein called the
“SENIOR TRUSTEE”), providing for the issuance from time to time of its
unsubordinated debt securities, to be issued in one or more series as provided
in the Senior Indenture (the “DEBT SECURITIES”);]
[                                 (the
“SUBORDINATED INDENTURE”), with
                                 ,
as trustee (such trustee, and any successors to such trustee, herein called the
“SUBORDINATED TRUSTEE”), providing for the issuance from time to time of its
subordinated debt securities, to be issued in one or more series as provided in
the Subordinated Indenture (the “DEBT SECURITIES”);]


 


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 Debt Securities
purchasable through exercise of Warrants] (the “WARRANT DEBT SECURITIES”), such
warrant certificates and other warrant certificates issued pursuant to this
Agreement being herein called the “WARRANT CERTIFICATES”; and


 


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


 


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


 


ARTICLE 1


 


ISSUANCE
OF WARRANTS AND EXECUTION AND DELIVERY OF WARRANT CERTIFICATES


 


1.1                               Issuance
of Warrants.  [If Warrants alone—Upon
issuance, each Warrant Certificate shall evidence one or more Warrants.][If
Other Securities and Warrants—Warrant Certificates shall be [initially] issued
in connection with the issuance of the Other Securities [but shall be
separately transferable on and after                                  
(the “DETACHABLE DATE”)] [and shall not be separately transferable] and each
Warrant Certificate shall evidence 


 


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one or more Warrants.] Each Warrant evidenced thereby
shall represent the right, subject to the provisions contained herein and
therein, to purchase one Warrant Debt Security. [If Other Securities and
Warrants—Warrant Certificates shall be initially issued in units with the Other
Securities and each Warrant Certificate included in such a unit shall evidence
                                 
Warrants for each [$             
principal amount]
[             
shares] of Other Securities included in such unit.].


 


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


 


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


 


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


 


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


 


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1.3                               Issuance
of Warrant Certificates.  Warrant
Certificates evidencing the right to purchase Warrant Debt 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 principal amount of Warrant Debt Securities specified in the
applicable Warrant Certificate at an exercise price of
             %
of the principal amount thereof [plus accrued amortization, if any, of the
original issue discount of the Warrant Debt Securities] [plus accrued interest,
if any, from the most recent date from which interest shall have been paid on
the Warrant Debt Securities or, if no interest shall have been paid on the
Warrant Debt Securities, from the date of their initial issuance.] [The
original issue discount ($                
for each $1,000 principal amount of Warrant Debt Securities) will be amortized
at a
                      %
annual rate, computed on a[n][semi-] annual basis [using a 360-day year
consisting of twelve 30-day months].] Such purchase price for the Warrant Debt
Securities 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 Debt 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 Debt 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 Debt 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


 


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of the Warrant Price, the transfer books for the
Warrant Debt 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 Debt Securities on such date,
but shall be effective to constitute such person as the holder of record of
such Warrant Debt Securities for all purposes at the opening of business on the
next succeeding day on which the transfer books for the Warrant Debt Securities
purchasable upon the exercise of such Warrants shall be opened, and the
certificates for the Warrant Debt 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 Debt
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 Debt 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 Debt 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 Debt Securities after such exercise, and (iv) such other
information as the Company or the [Senior][Subordinated] Trustee shall
reasonably require.


 


(c)                                  As
soon as practicable after the exercise of any Warrant, the Company shall issue,
pursuant to the Indenture, in authorized denominations, to or upon the order of
the holder of the Warrant Certificate evidencing such Warrant, the Warrant Debt
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 were 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 Debt 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 Debt Securities, and in the event that any
such transfer is involved, the Company shall not be required to issue or
deliver any Warrant Debt Securities 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.


 


ARTICLE 3


 


OTHER
PROVISIONS RELATING TO RIGHTS OF HOLDERS OF WARRANT CERTIFICATES


 


3.1                               No
Rights as Holders of Warrant Debt Securities Conferred by Warrants or Warrant
Certificates.  No Warrant Certificate or
Warrant evidenced thereby shall entitle the 


 


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holder thereof to any of the rights of a holder of
Warrant Debt Securities, including, without limitation, the right to receive
the payment of principal of (or premium, if any) or interest, if any, on the
Warrant Debt Securities or to enforce any of the covenants in the Indenture.


 


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
principal amount of Warrant Debt 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 any Warrant Certificate, without the consent of the
Warrant Agent, the [Senior] [Subordinated] Trustee, the holder of any Warrant
Debt 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 Certificates and in this Agreement.


 


3.4                               Merger,
Sale, Conveyance or Lease.  In case
of (a) any 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) or (b) 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’s successor shall
be delivered to the holders of the Warrants, so that such successor shall
succeed to and be substituted for the Company, and assume all the Company’s
obligations under, this Agreement and the Warrants. 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 


 


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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 Debt 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.


 


3.5                               Notice
to Warrantholders.  In case the
Company shall (a) effect any Reorganization Event or (b) make any
distribution on or in respect of the [title of Warrant Debt Securities] in
connection with the dissolution, liquidation or winding up of the Company, 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 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 Warrant Debt Securities] of record shall be entitled to exchange
their shares of [title of Warrant Debt Securities] for securities or other
property deliverable upon such Reorganization Event, dissolution, liquidation
or winding up. No failure to mail such notice nor any defect therein or in the
mail in thereof shall affect any such transaction.


 


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 principal amount of Warrant Debt
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 


 


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


 


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


 


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


 


ARTICLE 5


 


CONCERNING
THE WARRANT AGENT


 


5.1                               Warrant
Agent.  The Company hereby appoints
                                 
as Warrant Agent of the Company in respect of the Warrants and the Warrant
Certificates upon the terms and subject to the conditions herein set forth, and
                                 
hereby accepts such appointment. The Warrant Agent shall have the powers and
authority granted to and conferred upon it in the Warrant Certificates and
hereby and such further power 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 power and authority contained in the Warrant Certificates
are subject to and governed by the terms and provisions hereof.


 


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


 


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


 


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


 


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


 


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


 


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


 


(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.


 


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


 


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


 


(i)                                    No
Implied Obligations.  The Warrant
Agent shall be obligated to perform only such duties as are herein and in the
Warrant Certificates specifically set forth and no implied duties or
obligations shall be read into this Agreement or the Warrant Certificates
against the Warrant Agent. The Warrant Agent shall not be under any obligation
to take any action hereunder which may tend to involve it in any expense or
liability, the payment of which within a reasonable time is not, in its
reasonable opinion, assured to it. The Warrant Agent shall not be accountable
or under any duty or responsibility for the use by the Company of any of the
Warrant Certificates authenticated by the Warrant Agent and delivered by it to
the Company pursuant to this Agreement or for the application by the Company of
the proceeds of the Warrant Certificates. The Warrant Agent shall have no duty
or responsibility in case of any default by the Company in the performance of
its covenants or agreements contained herein or in the Warrant Certificates or
in the case of the receipt of any written demand from a holder of a Warrant
Certificate with respect to such default, including, without limiting the
generality of the foregoing, any duty or responsibility to initiate or attempt
to initiate any proceedings at law or otherwise or, except as provided in Section 6.2
hereof, to make any demand upon the Company.


 


5.3                               Resignation,
Removal and Appointment of Successors.


 


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


 


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


 


(c)                                  In
case at any time the Warrant Agent shall resign, or shall be removed, or shall
become incapable of acting, or shall be adjudged a bankrupt or insolvent, or
shall commence a voluntary case under the Federal bankruptcy laws, as now or
hereafter constituted, 


 


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


 


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


 


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


 


ARTICLE 6


 


MISCELLANEOUS


 


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


 


11





















 


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
Debt 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 Debt
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 Debt 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 Debt 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 


 


12





















 


holder of any Warrant Certificate. The Warrant Agent
may require such holder to submit his Warrant Certificate for inspection by it.


 


13





















 


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:

  	
   

  	
   

  
	
   

  
	
   

  	
  , as

  
	
  Warrant Agent

  
	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Its:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Attest:

  	
   

  	
   

  
					



 


[SIGNATURE PAGE TO
COMMON STOCK WARRANT AGREEMENT]


 


14





















 


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                                                 ,


 


15





















 


RIGEL
PHARMACEUTICALS, INC.


 


WARRANT
CERTIFICATE REPRESENTING


 


WARRANTS
TO PURCHASE


 


[TITLE
OF WARRANT DEBT 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
                                                ,
$               
principal amount of [Title of Warrant Debt Securities] (the “WARRANT DEBT
SECURITIES”), of Rigel Pharmaceuticals, Inc. (the “COMPANY”), issued or to
be issued under the Indenture (as hereinafter defined), on the following basis:
during the period from
                                                ,
through and including
                                                ,
each Warrant shall entitle the Holder thereof, subject to the provisions of
this Agreement, to purchase the principal amount of Warrant Debt Securities
stated in the Warrant Certificate at the warrant price (the “WARRANT PRICE”) of
      % of the principal amount thereof [plus
accrued amortization, if any, of the original issue discount of the Warrant
Debt Securities] [plus accrued interest, if any, from the most recent date from
which interest shall have been paid on the Warrant Debt Securities or, if no
interest shall have been paid on the Warrant Debt Securities, from the date of
their original issuance]. [The original issue discount
($                 
for each $1,000 principal amount of Warrant Debt Securities) will be amortized
at a        % annual rate, computed on a[n] [semi-]annual
basis [using a 360-day year consisting of twelve 30-day months]. 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 Debt 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 


 


16





















 


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 Warrant Debt Securities
in the principal amount of $1,000 or any integral multiple thereof 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 aggregate principal amount of
Warrant Debt 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.


 


The Warrant Debt
Securities to be issued and delivered upon the exercise of Warrants evidenced
by this Warrant Certificate will be issued under and in accordance with an
Indenture, [dated as of
                                  ,
                     (the
“SENIOR INDENTURE”), between the Company and
                                                ,
as trustee (such trustee, and any successors to such trustee, the “SENIOR
TRUSTEE”)] [dated as of
                                 ,
              ,
(the “SUBORDINATED INDENTURE”), between the Company and, as trustee (such
trustee, and any successors to such trustee, the “SUBORDINATED TRUSTEE”)] and
will be subject to the terms and provisions contained in the Warrant Debt
Securities and in the Indenture. Copies of the [Senior] [Subordinated]
Indenture, including the form of the Warrant Debt Securities, are on file at
the corporate trust office of the Trustee.


 


[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 principal amount of Warrant Debt Securities.


 


17





















 


This Warrant Certificate
shall not entitle the Holder hereof to any of the rights of a holder of the
Warrant Debt Securities, including, without limitation, the right to receive
payments of principal of (and premium, if any) or interest, if any, on the
Warrant Debt Securities or to enforce any of the covenants of the Indenture.


 


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.


 


18





















 


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

  	
   

  



 


19





















 


[REVERSE
OF WARRANT CERTIFICATE]


 


(Instructions for
Exercise of Warrant)


 


To exercise any Warrants
evidenced hereby for Warrant Debt 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
$                        
principal amount of the [Title of Warrant Debt Securities], (the “WARRANT DEBT
SECURITIES”), of Rigel Pharmaceuticals, Inc. and represents that he has
tendered payment for such Warrant Debt 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
Debt 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 Debt 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 


 


20





















 


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 Debt Securities and, if applicable, Warrant
Certificates evidencing Warrants for the number of Warrant Debt Securities
remaining unexercised—complete as appropriate.]


 


21





















 


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
$              
aggregate principal amount of [Title of Warrant Debt 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


 


	
   

  	
   

  



 


22