exv4w10



 





EXHIBIT 4.10




EXHIBIT A




FORM OF WARRANT



NEITHER THESE SECURITIES NOR THE SECURITIES FOR WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN
REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN
RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”) AND APPLICABLE STATE SECURITIES LAWS AND, ACCORDINGLY, MAY NOT BE OFFERED OR
SOLD, PLEDGED OR OTHERWISE TRANSFERRED OTHER THAN PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT
SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE
STATE SECURITIES LAWS, AND IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION (OTHER THAN
PURSUANT TO RULE 144(K), UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY
SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT AND
SUCH OTHER APPLICABLE STATE SECURITIES.




SGX PHARMACEUTICALS, INC.




WARRANT




			
	 	 	 
	Warrant No. [___]
	 	Dated: November [___], 2007






     SGX Pharmaceuticals, Inc., a Delaware corporation (the “Company”), hereby certifies that, for
value received, [Name of Holder] or its registered assigns (the “Holder”), is entitled to purchase
from the Company up to a total of [            
        ] shares of common stock, $0.001 par value per share
(the “Common Stock”), of the Company (each such share, a “Warrant Share” and all such shares, the
“Warrant Shares”) at an exercise price equal to Five
Dollars and Seventy Seven Cents ($5.77) per share (as adjusted from
time to time as provided in Section 9, the “Exercise Price”), at any time on or after May
[___], 2008 (the “Initial Exercise
Date”) and through and including the date that is seven
(7) years from the Initial Exercise Date (the “Expiration Date”), and subject to
the following terms and conditions. This Warrant (this “Warrant”) is one of a series of similar
warrants issued pursuant to that certain Securities Purchase Agreement, dated as of November 19,
2007, by and among the Company and the Investors identified therein (the “Purchase Agreement”).
All such warrants are referred to herein, collectively, as the “Warrants.”



 









 





     1. Definitions. In addition to the terms defined elsewhere in this Warrant,
capitalized terms that are not otherwise defined herein have the meanings given to such terms in
the Purchase Agreement.



     2. Registration of Warrant. The Company shall register this Warrant, upon records to
be maintained by the Company for that purpose (the “Warrant Register”), in the name of the record
Holder hereof from time to time. The Company may deem and treat the registered Holder of record of
this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any
distribution to the Holder, and for all other purposes, absent actual notice to the contrary.



     3. Registration of Transfers. The Company shall register the transfer of any portion
of this Warrant in the Warrant Register, upon surrender of this Warrant, with the Form of
Assignment attached hereto duly completed and signed, to the Transfer Agent or to the Company at
its address specified herein. Any such transfer shall be made in accordance with the Purchase
Agreement and in compliance with applicable federal and state securities laws. Upon any such
registration of transfer, a new warrant to purchase Common Stock, in substantially the form of this
Warrant (any such new warrant, a “New Warrant”), evidencing the portion of this Warrant so
transferred shall be issued to the transferee and a New Warrant evidencing the remaining portion of
this Warrant not so transferred, if any, shall be issued to the transferring Holder. The
acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance by such
transferee of all of the rights and obligations of a holder of a Warrant.



     4. Exercise and Duration of Warrants.



          (a) This Warrant shall be exercisable by the registered Holder at any time and from time to
time on or after the Initial Exercise Date and including the Expiration Date. At 6:30 P.M., New
York City time on the Expiration Date, the portion of this Warrant not exercised prior thereto
shall be and become void and of no value.




          (b) A Holder may exercise this Warrant by delivering to the Company (i) the original Warrant
together with an exercise notice, in the form attached hereto (the “Exercise Notice”),
appropriately completed and duly signed, and (ii) payment of the Exercise Price for the number of
Warrant Shares as to which this Warrant is being exercised (which may take the form of a “cashless
exercise” if so indicated in the Exercise Notice and only if a “cashless exercise” may occur at
such time pursuant to Section 10 below), and the date such items are delivered to the
Company (as determined in accordance with the notice provisions hereof) is an “Exercise Date.”




     5. Delivery of Warrant Shares.



          (a) Upon exercise of this Warrant, the Company shall promptly (but in no event later than
three Trading Days after the Exercise Date) issue or cause to be issued and cause to be delivered
to or upon the written order of the Holder and in such name or names as the Holder may designate, a
certificate for the Warrant Shares issuable upon such exercise, which certificate shall bear a
restrictive legend unless no such legend is required pursuant to Section 4.1 of the
Purchase Agreement. The Holder, or any Person so designated by the Holder to receive




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Warrant Shares, shall be deemed to have become the holder of record of such Warrant Shares as
of the Exercise Date.




          (b) This Warrant is exercisable, either in its entirety or, from time to time, for a portion
of the number of Warrant Shares. Upon surrender of this Warrant following one or more partial
exercises, the Company shall issue or cause to be issued, at its expense, a New Warrant evidencing
the right to purchase the remaining number of Warrant Shares.




          (c) In addition to any other rights available to a Holder, if the Company fails to deliver to
the Holder a certificate representing Warrant Shares by the fifth Trading Day after the date on
which delivery of such certificate is required by this Warrant, and if after such fifth Trading Day
the Holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver
in satisfaction of a sale by the Holder of the Warrant Shares that the Holder anticipated receiving
from the Company (the “Covering Shares”), then the Company shall, within five Trading Days after
the Holder’s request, promptly honor its obligation to deliver to the Holder a certificate or
certificates representing such Warrant Shares and pay cash to the Holder in an amount equal to the
excess (if any) of the Holder’s total purchase price (including brokerage commissions, if any) for
the Covering Shares, over the product of (A) the number of Covering Shares, times (B) the Closing
Price on the date of the event giving rise to the Company’s obligation to deliver such certificate.




     6. Charges, Taxes and Expenses. Issuance and delivery of certificates for shares of
Common Stock upon exercise of this Warrant shall be made without charge to the Holder for any issue
or transfer tax, withholding tax, transfer agent fee or other incidental tax or expense in respect
of the issuance of such certificates, all of which taxes and expenses shall be paid by the Company;
provided, however, that the Company shall not be required to pay any tax which may be payable in
respect of any transfer involved in the registration of any certificates for Warrant Shares or
Warrants in a name other than that of the Holder. The Holder shall be responsible for all other
tax liability that may arise as a result of holding or transferring this Warrant or receiving
Warrant Shares upon exercise hereof.



     7. Replacement of Warrant. If this Warrant is mutilated, lost, stolen or destroyed,
the Company shall issue or cause to be issued in exchange and substitution for and upon
cancellation hereof, or in lieu of and substitution for this Warrant, a New Warrant, but only upon
receipt of evidence reasonably satisfactory to the Company of such loss, theft or destruction and
customary and reasonable bond or indemnity, if requested. Applicants for a New Warrant under such
circumstances shall also comply with such other reasonable regulations and procedures and pay such
other reasonable third-party costs as the Company may prescribe.



     8. Reservation of Warrant Shares. The Company covenants that it will at all times
reserve and keep available out of the aggregate of its authorized but unissued and otherwise
unreserved Common Stock, solely for the purpose of enabling it to issue Warrant Shares upon
exercise of this Warrant as herein provided, the number of Warrant Shares which are then issuable
and deliverable upon the exercise of this entire Warrant, free from preemptive rights or any other
contingent purchase rights of persons other than the Holder (after giving effect to the adjustments
and restrictions of Section 9, if any). The Company covenants that all Warrant Shares so
issuable and deliverable shall, upon issuance and the payment of the applicable



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Exercise Price in accordance with the terms hereof, be duly and validly authorized, issued and
fully paid and nonassessable. The Company will take all such action as may be necessary to assure
that such shares of Common Stock may be issued as provided herein without violation of any
applicable law or regulation, or of any requirements of any securities exchange or automated
quotation system upon which the Common Stock may be listed.



     9. Certain Adjustments. The Exercise Price and number of Warrant Shares issuable upon
exercise of this Warrant are subject to adjustment from time to time as set forth in this
Section 9, but in no event shall the Exercise Price be adjusted to an Exercise Price per
share below the par value per share of the Warrant Shares.



          (a) Stock Dividends and Splits. If the Company, at any time while this Warrant is
outstanding, (i) pays a stock dividend on its Common Stock or otherwise makes a distribution on any
class of capital stock that is payable in shares of Common Stock, (ii) subdivides outstanding
shares of Common Stock into a larger number of shares, or (iii) combines outstanding shares of
Common Stock into a smaller number of shares, then in each such case the Exercise Price shall be
multiplied by a fraction of which the numerator shall be the number of shares of Common Stock
outstanding immediately before such event and of which the denominator shall be the number of
shares of Common Stock outstanding immediately after such event. Any adjustment made pursuant to
clause (i) of this paragraph shall become effective immediately after the record date for the
determination of stockholders entitled to receive such dividend or distribution, and any adjustment
pursuant to clause (ii) or (iii) of this paragraph shall become effective immediately after the
effective date of such subdivision or combination.




          (b) Pro Rata Distributions. If the Company, at any time while this Warrant is
outstanding, distributes to holders of Common Stock (i) evidences of its indebtedness, (ii) any
security (other than a distribution of Common Stock covered by the preceding paragraph),
(iii) rights or warrants to subscribe for or purchase any security, or (iv) any other asset (in
each case, “Distributed Property”), then in each such case the Holder shall be entitled upon
exercise of this Warrant for the purchase of any or all of the Warrant Shares, to receive the
amount of Distributed Property which would have been payable to the Holder had such Holder been the
holder of such Warrant Shares on the record date for the determination of stockholders entitled to
such Distributed Property. The Company will at all times set aside in escrow and keep available
for distribution to such holder upon exercise of this Warrant a portion of the Distributed Property
to satisfy the distribution to which such Holder is entitled pursuant to the preceding sentence.




          (c) Fundamental Transactions. If, at any time while this Warrant is outstanding, (i)
the Company effects any merger or consolidation of the Company with or into another Person, (ii)
the Company effects any sale of all or substantially all of its assets in one or a series of
related transactions, (iii) any tender offer or exchange offer (whether by the Company or another
Person) is completed pursuant to which holders of Common Stock owning more than 50% of the
outstanding shares of Common Stock (not including any shares of Common Stock held by the Person or
Persons making or affiliated with the Persons making the tender or exchange offer) tender or
exchange their shares for other securities, cash or property, or (iv) the Company effects any
reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common
Stock is effectively converted into or exchanged for other securities, cash or property (other than
as a result of a subdivision or combination of shares of




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Common Stock covered by Section 9(a) above) (in any such case, a “Fundamental
Transaction”), then the Holder shall have the right thereafter to receive, upon exercise of this
Warrant, the same amount and kind of securities, cash or property as it would have been entitled to
receive upon the occurrence of such Fundamental Transaction if it had been, immediately prior to
such Fundamental Transaction, the holder of the number of Warrant Shares then issuable upon
exercise in full of this Warrant (the “Alternate Consideration”). For purposes of any such
exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such
Alternate Consideration based on the amount of Alternate Consideration issuable on one share of
Common Stock in such Fundamental Transaction, and the Company shall apportion such Exercise Price
among the Alternate Consideration in a reasonable manner reflecting the relative value of any
different components of the Alternate Consideration. If holders of Common Stock are given any
choice as to the securities, cash or property to be received in a Fundamental Transaction, then the
Holder shall be given the same choice as to the Alternate Consideration it receives upon any
exercise of this Warrant following such Fundamental Transaction. To the extent necessary to
effectuate the foregoing provisions, any successor to the Company or surviving entity in such
Fundamental Transaction shall issue to the Holder a new warrant consistent with the foregoing
provisions and evidencing the Holder’s right to purchase the Alternate Consideration for the
aggregate Exercise Price upon exercise thereof.




          (d) Number of Warrant Shares. Simultaneously with any adjustment to the Exercise
Price pursuant to paragraph (a) of this Section, the number of Warrant Shares that may be purchased
upon exercise of this Warrant shall be adjusted proportionately, so that after such adjustment the
aggregate Exercise Price payable hereunder for the increased number of Warrant Shares shall be the
same as the aggregate Exercise Price in effect immediately prior to such adjustment.




          (e) Calculations. All calculations under this Section 9 shall be made to the
nearest cent or the nearest 1/100th of a share, as applicable. The number of shares of Common
Stock outstanding at any given time shall not include shares owned or held by or for the account of
the Company, and the disposition of any such shares shall be considered an issue or sale of Common
Stock.




          (f) Notice of Adjustments. Upon the occurrence of each adjustment pursuant to this
Section 9, the Company at its expense will promptly compute such adjustment in accordance
with the terms of this Warrant and prepare a certificate setting forth such adjustment, including a
statement of the adjusted Exercise Price and adjusted number or type of Warrant Shares or other
securities issuable upon exercise of this Warrant (as applicable), describing the transactions
giving rise to such adjustments and showing in detail the facts upon which such adjustment is
based. Upon written request, the Company will promptly deliver a copy of each such certificate to
the Holder and to the Transfer Agent.




          (g) Notice of Corporate Events. If the Company (i) declares a dividend or any other
distribution of cash, securities or other property in respect of its Common Stock, including
without limitation any granting of rights or warrants to subscribe for or purchase any capital
stock of the Company or any Subsidiary, the Company shall mail to the Holder, at least ten (10)
days prior to the date on which any such record is to be taken for the purpose of such dividend or
distribution, a notice specifying such date, (ii) enters into any agreement contemplating or




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solicits stockholder approval for any Fundamental Transaction, the Company shall mail to the
Holder, at least ten (10) days prior to the date of the occurrence of such event, a notice
specifying the proposed effective date of such event, or (iii) authorizes the voluntary
dissolution, liquidation or winding up of the affairs of the Company, then the Company shall
deliver to the Holder, at least ten calendar days prior to the date of the occurrence of such
event, a notice specifying the date of such event. The failure to deliver such notice or any defect
therein shall not affect the validity of the corporate action required to be described in such
notice.




     10. Payment of Exercise Price. The Holder shall pay the Exercise Price in immediately
available funds; provided, however, that if at any time after the Required Effectiveness Date, a
Registration Statement covering the resale of the Warrant Shares is not effective on the Exercise
Date, the Holder may satisfy its obligation to pay the Exercise Price through a “cashless
exercise,” in which event the Company shall issue to the Holder the number of Warrant Shares
determined as follows:



	 	 	 
	 

	 	






          where:




	 	 	 
	 

	 	X = the number of Warrant Shares to be
issued to the Holder.
	 
	 	 
	 

	 	Y = the number of Warrant Shares with
respect to which this Warrant is being
exercised.
	 
	 	 
	 

	 	A = the average of the Closing Prices for
the five Trading Days immediately prior to
(but not including) the Exercise Date.
	 
	 	 
	 

	 	B = the Exercise Price.






          For purposes of Rule 144 promulgated under the Securities Act, it is intended, understood and
acknowledged that the Warrant Shares issued in a cashless exercise transaction shall be deemed to
have been acquired by the Holder, and the holding period for the Warrant Shares shall be deemed to
have commenced, on the date this Warrant was originally issued pursuant to the Purchase Agreement.




     11. Limitation on Exercise.



          (a) Notwithstanding anything to the contrary contained herein, the number of shares of Common
Stock that may be acquired by the Holder upon any exercise of this Warrant (or otherwise in respect
hereof) shall be limited to the extent necessary to insure that, following such exercise (or other
issuance), the total number of shares of Common Stock then beneficially owned by such Holder and
its Affiliates and any other Persons whose beneficial ownership of Common Stock would be aggregated
with the Holder’s for purposes of Section 13(d) of the Exchange Act, does not exceed 4.999% (the
“Maximum Percentage”) of the total number of issued and outstanding shares of Common Stock
(including for such purpose the shares of Common Stock issuable upon such exercise). For such
purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange
Act and the rules and regulations




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promulgated thereunder. Each delivery of an Exercise Notice hereunder will constitute a
representation by the Holder that it has evaluated the limitation set forth in this paragraph and
determined that issuance of the full number of Warrant Shares requested in such Exercise Notice is
permitted under this paragraph. The Company’s obligation to issue shares of Common Stock in excess
of the limitation referred to in this Section shall be suspended (and shall not terminate or expire
notwithstanding any contrary provisions hereof) until such time, if any, as such shares of Common
Stock may be issued in compliance with such limitation, but in no event later than the Expiration
Date. By written notice to the Company, the Holder may waive the provisions of this Section or
increase or decrease the Maximum Percentage to any other percentage specified in such notice, but
(i) any such waiver or increase will not be effective until the 61st day after such notice is
delivered to the Company, and (ii) any such waiver or increase or decrease will apply only to the
Holder and not to any other holder of Warrants.




     12. Fractional Shares. The Company shall not be required to issue or cause to be
issued fractional Warrant Shares on the exercise of this Warrant. If any fraction of a Warrant
Share would, except for the provisions of this Section, be issuable upon exercise of this Warrant,
the number of Warrant Shares to be issued will be rounded up to the nearest whole share.



     13. Notices. Any and all notices or other communications or deliveries hereunder
(including without limitation any Exercise Notice) shall be in writing and shall be deemed given
and effective on the earliest of (i) the date of transmission, if such notice or communication is
delivered via facsimile at the facsimile number specified in the Purchase Agreement prior to 6:30
p.m. (New York City time) on a Trading Day, (ii) the next Trading Day after the date of
transmission, if such notice or communication is delivered via facsimile at the facsimile number
specified in the Purchase Agreement on a day that is not a Trading Day or later than 6:30 p.m. (New
York City time) on any Trading Day, (iii) the Trading Day following the date of mailing, if sent by
nationally recognized overnight courier service, or (iv) upon actual receipt by the party to whom
such notice is required to be given. The address for such notices or communications shall be as
set forth in the Purchase Agreement.



     14. Warrant Agent. The Company shall serve as warrant agent under this Warrant. Upon
30 days’ notice to the Holder, the Company may appoint a new warrant agent. Any corporation into
which the Company or any new warrant agent may be merged or any corporation resulting from any
consolidation to which the Company or any new warrant agent shall be a party or any corporation to
which the Company or any new warrant agent transfers substantially all of its corporate trust or
stockholder services business shall be a successor warrant agent under this Warrant without any
further act. Any such successor warrant agent shall promptly cause notice of its succession as
warrant agent to be mailed (by first class mail, postage prepaid) to the Holder at the Holder’s
last address as shown on the Warrant Register.



     15. Modification and Waiver. This Warrant and any provision hereof may be changed,
waived, discharged or terminated only by an instrument in writing signed by the Company and (i)
Holders of Warrants representing a majority of the number of Warrant Shares then issuable upon
Warrants sold pursuant to the Purchase Agreement; provided, that such modification,
amendment or waiver is made with respect to all such Warrants and does not adversely affect the
Holder of this Warrant without adversely affecting all such Holders in a similar manner or (ii) the
Holder of this Warrant.



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     16. Miscellaneous.



          (a) Subject to the restrictions on transfer set forth on the first page hereof, this Warrant
may be assigned by the Holder. This Warrant may not be assigned by the Company except to a
successor in the event of a Fundamental Transaction. This Warrant shall be binding on and inure to
the benefit of the parties hereto and their respective successors and assigns. Subject to the
preceding sentence, nothing in this Warrant shall be construed to give to any Person other than the
Company and the Holder any legal or equitable right, remedy or cause of action under this Warrant.




          (b) The Company will not, by amendment of its governing documents or through any
reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities
or any other voluntary action, avoid or seek to avoid the observance or performance of any of the
terms of this Warrant, but will at all times in good faith assist in the carrying out of all such
terms and in the taking of all such action as may be necessary or appropriate in order to protect
the rights of the Holder against impairment. Without limiting the generality of the foregoing, the
Company (i) will not increase the par value of any Warrant Shares above the amount payable therefor
on such exercise, (ii) will take all such action as may be reasonably necessary or appropriate in
order that the Company may validly and legally issue fully paid and nonassessable Warrant Shares on
the exercise of this Warrant, and (iii) will not close its stockholder books or records in any
manner which interferes with the timely exercise of this Warrant.




          (c) Governing Law; Venue; Waiver Of Jury Trial. all questions
concerning the construction, validity, enforcement and interpretation of this warrant shall be
governed by and construed and enforced in accordance with the laws of the state of new york. each
party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts
sitting in the city of new york, borough of manhattan, for the adjudication of any dispute
hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein
(including with respect to the enforcement of any of the transaction documents), and hereby
irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it
is not personally subject to the jurisdiction of any such court, that such suit, action or
proceeding is improper. each party hereby irrevocably waives personal service of process and
consents to process being served in any such suit, action or proceeding by mailing a copy thereof
via registered or certified mail or overnight delivery (with evidence of delivery) to such party at
the address in effect for notices to it under this agreement and agrees that such service shall
constitute good and sufficient service of process and notice thereof. nothing contained herein
shall be deemed to limit in any way any right to serve process in any manner permitted by law. the
company hereby waives all rights to a trial by jury.




          (d) The headings herein are for convenience only, do not constitute a part of this Warrant and
shall not be deemed to limit or affect any of the provisions hereof.




          (e) In case any one or more of the provisions of this Warrant shall be invalid or
unenforceable in any respect, the validity and enforceability of the remaining terms and




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provisions of this Warrant shall not in any way be affected or impaired thereby and the
parties will attempt in good faith to agree upon a valid and enforceable provision which shall be a
commercially reasonable substitute therefor, and upon so agreeing, shall incorporate such
substitute provision in this Warrant.




[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK,

SIGNATURE PAGE FOLLOWS]




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     IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed by its authorized
officer as of the date first indicated above.



	 	 	 	 	 
	 	SGX PHARMACEUTICALS, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	W. Todd Myers 	 
	 	 	Title:  	Chief Financial Officer 	 
	 




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FORM OF EXERCISE NOTICE



(To be executed by the Holder to exercise the right to purchase shares of Common Stock under the
foregoing Warrant)



To SGX Pharmaceuticals, Inc.:



The undersigned is the Holder of Warrant No.                      (the
“Warrant”) issued by SGX Pharmaceuticals,
Inc., a Delaware corporation (the “Company”). Capitalized terms used herein and not otherwise
defined have the respective meanings set forth in the Warrant.





	1.	 	The Warrant is currently exercisable to purchase a total of                      Warrant Shares.
	 
	2.	 	The undersigned Holder hereby exercises its right to purchase                      Warrant
Shares pursuant to the Warrant.
	 
	3.	 	The Holder intends that payment of the Exercise Price shall be made as (check one):





___
“Cash Exercise” under Section 10




___
“Cashless Exercise” under Section 10





	4.	 	If the holder has elected a Cash Exercise, the holder shall pay the sum of $                     to
the Company in accordance with the terms of the Warrant.






	5.	 	Pursuant to this exercise, the Company shall deliver to the holder                      Warrant
Shares in accordance with the terms of the Warrant.






	6.	 	Following this exercise, the Warrant shall be exercisable to purchase a total of
                     Warrant Shares.





	 	 	 	 	 	 	 	 	 
	Dated:                ,      	 	 	 	Name of Holder:
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	(Print)	 	 	 	 
	 

	 	 	 	 	 	 

	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 

	 	 	 	Name:
	 	 

	 	 
	 

	 	 	 	Title:
	 	 

	 	 
	 

	 	 	 	 	 	 

	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	(Signature must conform in all
respects to name of holder as
specified on the face of the
Warrant)






 









 





ACKNOWLEDGED       AND

AGREED TO this ___

day of                     , 200_




	 	 	 	 	 
	SGX PHARMACEUTICALS, INC.	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	Name:
	 	 	 	 
	Title:

	 	 

	 	 
	 

	 	 

	 	 






 









 





FORM OF ASSIGNMENT



[To be completed and signed only upon transfer of Warrant]




     FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
               
              
              
               
   the right represented by the within Warrant to purchase
              
       shares of Common Stock of SGX Pharmaceuticals, Inc. to which the within Warrant
relates and appoints            
          attorney to transfer said right on the books of SGX
Pharmaceuticals, Inc. with full power of substitution in the premises.



	 	 	 	 	 
	Dated:    
            ,   
   

	 	 	 	 
	 

	 	 	 	 
	 	 	(Signature must conform in all respects to name of
holder as 

specified on the face of the Warrant)
	 
	 	 	 	 
	 

	 	 	 	 
	 	 	Address of Transferee
	 
	 	 	 	 
	 

	 	 

	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	In the presence of: