Exhibit
        4.2

    

     

    THIS
      WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE BEEN ACQUIRED
      FOR
      INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
      AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAW. THIS WARRANT AND SUCH
      SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE PLEDGED, TRANSFERRED OR
      HYPOTHECATED IN THE ABSENCE OF SUCH REGISTRATION OR DELIVERY OF AN OPINION
      OF
      COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH
      OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE WITH THE
      ACT
      OR UNLESS SOLD IN FULL COMPLIANCE WITH RULE 144 UNDER THE ACT.


    


    MANHATTAN
      PHARMACEUTICALS, INC.


    


    Warrant
      for the Purchase of Shares of

    Common
      Stock

     

    
      	No. 2007PBI-1	
              509,275 Shares

            


    

     

    FOR
      VALUE
      RECEIVED, MANHATTAN PHARMACEUTICALS, INC., a Delaware corporation (the
“Company”),
      hereby certifies that Paramount BioCapital, Inc., its designee or its permitted
      assigns is entitled to purchase from the Company, at any time or from time
      to
      time commencing on September 30, 2007 and prior to 5:00 P.M., New York City
      time, on March 30, 2012 (the “Exercise
      Period”),
      Five
      Hundred Nine Thousand Two Hundred Seventy Five (509,275) fully paid and
      non-assessable shares of common stock, $0.001 par value per share, of the
      Company for a purchase price per share of $1.00.  Hereinafter,
      (i) said common stock, $0.001 par value per share, of the Company, is referred
      to as the “Common
      Stock”;
      (ii)
      the shares of the Common Stock (subject to adjustment as set forth herein)
      purchasable hereunder or under any other Warrant (as hereinafter defined) are
      referred to as the “Warrant
      Shares”;
      (iii)
      the aggregate purchase price payable for the Warrant Shares purchasable
      hereunder is referred to as the “Aggregate
      Warrant Price”;
      (iv)
      the price payable (initially $1.00 per share subject to adjustment as set forth
      herein) for each of the Warrant Shares hereunder is referred to as the
“Per
      Share Warrant Price”;
      (v)
      this Warrant, all similar Warrants issued on the date hereof as a result of
      the
      Company’s obligations to issue “Placement Warrants” under that certain Placement
      Agent Agreement dated February 6, 2007 between the Company and Paramount
      BioCapital, Inc. (the “Placement
      Agent Agreement”),
      and
      all warrants hereafter issued in exchange or substitution for this Warrant
      or
      such similar Warrants are referred to as the “Warrants”;
      (vi)
      the registered holder of this Warrant is referred to as the “Holder”
and
      the
      holder of this Warrant and all other Warrants and Warrant Shares are referred
      to
      as the “Holders”
and
      Holders of more than fifty percent (50%) of the Warrant Shares then issuable
      upon exercise of then outstanding Warrants are referred to as the “Majority
      of the Holders”)
      and
      (vii) the then Current Market Price per share of the Common Stock (the
“Current
      Market Price”)
      shall
      be deemed to be the last reported sale price of the Common Stock on the Trading
      Day (as defined below) immediately prior to such date or, in case no such
      reported sales take place on such day, the average of the last reported bid
      and
      asked prices of the Common Stock on such day, in either case on the principal
      national securities exchange on which the Common Stock is admitted to trading
      or
      listed, or if not listed or admitted to trading on any such exchange, the per
      share sale price for the Common Stock in the over-the-counter market as reported
      by the OTC Bulletin Board or another over-the-counter market, or if not so
      available, the fair market value of the Common Stock as determined in good
      faith
      by the Company’s Board of Directors. A “Trading
      Day”
shall
      mean any day on which such principal exchange or market is open for trading,
      or
      if there is no such exchange or market, then any day except Saturdays, Sundays
      or federal holidays. The Aggregate Warrant Price is not subject to
      adjustment.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    This
      Warrant is originally issued in satisfaction of the Company’s obligation to
      issue “Placement Warrants” pursuant to the terms of the Placement Agent
      Agreement. 

    


    1. Exercise
      of Warrant.

     

    (a) This
      Warrant may be exercised in whole at any time, or in part from time to time,
      by
      the Holder during the Exercise Period, as follows: 

     

    (i) This
      Warrant may be exercised by the surrender of this Warrant (with the subscription
      form at the end hereof duly executed) at the address set forth in subsection
      10(a) hereof, together with proper payment of the Aggregate Warrant Price,
      or
      the proportionate part thereof if this Warrant is exercised in part, with
      payment for the Warrant Shares made by certified or official bank check payable
      to the order of, or wire transfer of immediately available funds to, the
      Company; or

    


    (ii) This
      Warrant may be exercised by the surrender of this Warrant (with the cashless
      exercise form hereof duly executed) (a “Cashless
      Exercise”)
      at the
      address set forth in subsection 10(a) hereof. Such presentation and surrender
      shall be deemed a waiver of the Holder’s obligation to pay the Aggregate Warrant
      Price, or the proportionate part thereof of this Warrant is exercised in part.
      In the event of a Cashless Exercise, the Holder shall exchange its Warrant
      for
      that number of Warrant Shares subject to such Cashless Exercise multiplied
      by a
      fraction, the numerator of which shall be the difference between the then
      Current Market Price and the Per Shares Warrant Price, and the denominator
      of
      which shall be the Current Market Price in effect on the Trading Day immediately
      preceding such Cashless Exercise. 


     

    (b) If
      this
      Warrant is exercised in part, this Warrant must be exercised for a number of
      whole shares of the Common Stock and the Holder is entitled to receive a new
      Warrant covering the Warrant Shares that have not been exercised and setting
      forth the proportionate part of the Aggregate Warrant Price applicable to such
      Warrant Shares. Upon surrender of this Warrant in connection with the exercise
      of this Warrant pursuant to the terms hereof, the Company will (i) issue a
      certificate or certificates in the name of the Holder for the largest number
      of
      whole shares of the Common Stock to which the Holder shall be entitled upon
      such
      exercise and, if this Warrant is exercised in whole, in lieu of any fractional
      share of the Common Stock to which the Holder shall be entitled, pay to the
      Holder cash in an amount equal to the fair value of such fractional share
      (determined in such reasonable manner as the Board of Directors of the Company
      shall determine), and (ii) deliver the other securities and properties
      receivable upon the exercise of this Warrant, or the proportionate part thereof,
      if this Warrant is exercised in part, pursuant to the provisions of this
      Warrant. 

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    2. Reservation
      of Warrant Shares; Listing.
      

    


    The
      Company agrees that, prior to the expiration of this Warrant, the Company shall
      at all times (a) have authorized and in reserve, and shall keep available,
      solely for issuance and delivery upon the exercise of this Warrant, the shares
      of the Common Stock and other securities and properties as from time to time
      shall be receivable upon the exercise of this Warrant, free and clear of all
      restrictions on sale or transfer, other than under Federal or state securities
      laws, and free and clear of all preemptive rights and rights of first refusal
      and (b) as long as the Common Stock is listed on any national securities
      exchange, use its commercially reasonable efforts to keep the Warrant Shares
      authorized for listing on such exchange upon notice of issuance.

    


    3. Certain
      Adjustments.
      

     

    (a) In
      case
      the Company shall hereafter (i) pay a dividend or make a distribution on its
      Common Stock in shares of Common Stock, (ii) subdivide its outstanding shares
      of
      Common Stock into a greater number of shares, (iii) combine or reverse-split
      its
      outstanding shares of Common Stock into a smaller number of shares or (iv)
      issue
      by reclassification of its Common Stock any shares of capital stock of the
      Company, then the Per Share Warrant Price and the number of Warrant Shares
      shall
      forthwith be proportionately decreased and increased, respectively, in the
      case
      of a subdivision, distribution or stock dividend, or proportionately increased
      and decreased, respectively, in the case of a combination or reverse stock
      split. The Aggregate Warrant Price payable for the then total number
      of
      Warrant
      Shares
      available for exercise under this Warrant shall remain the same. Adjustments
      made pursuant to this subsection 3(a) shall become effective on the record
      date
      in the case of a dividend or distribution, and shall become effective
      immediately after the effective date in the case of a subdivision, combination
      or reclassification. If such dividend, distribution, subdivision or combination
      is not consummated in full, the Per Share Warrant Price and Warrant Shares
      shall
      be readjusted accordingly.

     

    (b) In
      case
      of any capital reorganization or reclassification, or any consolidation or
      merger to which the Company is a party other than a merger or consolidation
      in
      which the Company is the continuing corporation, or in case of any sale or
      conveyance to another entity of all or substantially all of the assets of the
      Company, or in the case of any statutory exchange of securities with another
      corporation (including any exchange effected in connection with a merger of
      a
      third corporation into the Company but excluding any exchange of securities
      or
      merger with another corporation in which the Company is a continuing corporation
      and that does not result in any reclassification of or similar change in the
      Common Stock), the Holder of this Warrant shall have the right thereafter to
      receive on the exercise of this Warrant the kind and amount of securities,
      cash
      or other property which the Holder would have owned or have been entitled to
      receive immediately after such reorganization, reclassification, consolidation,
      merger, statutory exchange, sale or conveyance had this Warrant been exercised
      immediately prior to the effective date of such reorganization,
      reclassification, consolidation, merger, statutory exchange, sale or conveyance
      and in any such case, if necessary, appropriate adjustment shall be made in
      the
      application of the provisions set forth in this Section 3 with respect to the
      rights and interests thereafter of the Holder of this Warrant to the end that
      the provisions set forth in this Section 3 shall thereafter correspondingly
      be
      made applicable, as nearly as may reasonably be, in relation to any shares
      of
      stock or other securities or property thereafter deliverable on the exercise
      of
      this Warrant. The above provisions of this subsection 3(b) shall similarly
      apply
      to successive reorganizations, reclassifications, consolidations, mergers,
      statutory exchanges, sales or conveyances. The Company shall require the issuer
      of any shares of stock or other securities or property thereafter deliverable
      on
      the exercise of this Warrant to be responsible for all of the agreements and
      obligations of the Company hereunder. Notice of any such reorganization,
      reclassification, consolidation, merger, statutory exchange, sale or conveyance
      and of said provisions so proposed to be made, shall be mailed to the Holders
      of
      the Warrants not less than twenty (20) days prior to such event. A sale of
      all
      or substantially all of the assets of the Company for a consideration consisting
      primarily of securities shall be deemed a consolidation or merger for the
      foregoing purposes.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    (c) No
      adjustment in the Per Share Warrant Price shall be required unless such
      adjustment would require an increase or decrease of at least $0.01 per share
      of
      Common Stock; provided,
      however,
      that
      any adjustments which by reason of this subsection 3(c) are not required to
      be
      made shall be carried forward and taken into account in any subsequent
      adjustment; provided,
      further,
      however, that adjustments shall be required and made in accordance with the
      provisions of this Section 3 (other than this subsection 3(c)) not later than
      such time as may be required in order to preserve the tax-free nature of a
      distribution, if any, to the Holder of this Warrant or Common Stock issuable
      upon the exercise hereof. All calculations under this Section 3 shall be made
      to
      the nearest cent or to the nearest 1/100th of a share, as the case may be.
      Anything in this Section 3 to the contrary notwithstanding, the Company shall
      be
      entitled to make such reductions in the Per Share Warrant Price, in addition
      to
      those required by this Section 3, as it in its discretion shall deem to be
      advisable in order that any stock dividend, subdivision of shares or
      distribution of rights to purchase stock or securities convertible or
      exchangeable for stock hereafter made by the Company to its stockholders shall
      not be taxable.

     

    (d) Whenever
      the Per Share Warrant Price or the number of Warrant Shares is adjusted as
      provided in this Section 3 and upon any modification of the rights of a Holder
      of Warrants in accordance with this Section 3, the Company shall promptly
      prepare a brief statement of the facts requiring such adjustment or modification
      and the manner of computing the same and cause copies of such certificate to
      be
      mailed to the Holders of the Warrants. The Company may, but shall not be
      obligated to unless requested by a Majority of the Holders, obtain, at its
      expense, a certificate of a firm of independent public accountants of recognized
      standing selected by the Board of Directors (who may be the regular auditors
      of
      the Company) setting forth the Per Share Warrant Price and the number of Warrant
      Shares in effect after such adjustment or the effect of such modification,
      a
      brief statement of the facts requiring such adjustment or modification and
      the
      manner of computing the same and cause copies of such certificate to be mailed
      to the Holders of the Warrants.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    (e) If
      the
      Board of Directors of the Company shall declare any dividend or other
      distribution with respect to the Common Stock other than a cash distribution
      out
      of earned surplus, the Company shall mail notice thereof to the Holders of
      the
      Warrants not less than ten (10) days prior to the record date fixed for
      determining stockholders entitled to participate in such dividend or other
      distribution.

     

    (f) If,
      as a
      result of an adjustment made pursuant to this Section 3, the Holder of any
      Warrant thereafter surrendered for exercise shall become entitled to receive
      shares of two or more classes of capital stock or shares of Common Stock and
      other capital stock of the Company, the Board of Directors (whose determination
      shall be conclusive and shall be described in a written notice to the Holder
      of
      any Warrant promptly after such adjustment) shall determine, in good faith,
      the
      allocation of the adjusted Per Share Warrant Price between or among shares
      or
      such classes of capital stock or shares of Common Stock and other capital
      stock.

    


    (g) Upon
      the
      expiration of any rights, options, warrants or conversion privileges with
      respect to the issuance of which an adjustment to the Per Share Warrant Price
      had been made, if such option, right warrant or conversion shall not have been
      exercised, the number of Warrant Shares purchasable upon exercise of this
      Warrant, to the extent this Warrant has not then been exercised, shall, upon
      such expiration, be readjusted and shall thereafter be such as they would have
      been had they been originally adjusted (or had the original adjustment not
      been
      required, as the case may be) on the basis of (A) the fact that Common Stock,
      if
      any, actually issued or sold upon the exercise of such rights, options, warrants
      or conversion privileges, and (B) the fact that such shares of Common Stock,
      if
      any, were issued or sold for the consideration actually received by the Company
      upon such exercise plus the consideration, if any, actually received by the
      Company for the issuance, sale or grant of all such rights, options, warrants
      or
      conversion privileges whether or not exercised; provided,
      however,
      that no
      such readjustment shall have the effect of decreasing the number of Warrant
      Shares purchasable upon exercise of this Warrant by an amount in excess of
      the
      amount of the adjustment initially made in respect of the issuance, sale or
      grant of such rights, options, warrants or conversion privileges.

    


    (h) In
      case
      any event shall occur as to which the other provisions of this Section 3 are
      not
      strictly applicable but as to which the failure to make any adjustment would
      not
      fairly protect the purchase rights represented by this Warrant in accordance
      with the essential intent and principles of the adjustments set forth in this
      Section 3 then, in each such case, the Board of Directors of the Company shall
      in good faith determine the adjustment, if any, on a basis consistent with
      the
      essential intent and principles established herein, necessary to preserve the
      purchase rights represented by the Warrants. Upon such determination, the
      Company will promptly mail a copy thereof to the Holder of this Warrant and
      shall make the adjustments described therein.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    


    4. Fully
      Paid Stock; Taxes.
      The
      shares of the Common Stock represented by each and every certificate for Warrant
      Shares delivered on the exercise of this Warrant shall, subject to compliance
      by
      the Holder with the terms hereof, at the time of such delivery, be duly
      authorized, validly issued and outstanding, fully paid and nonassessable, and
      not subject to preemptive rights or rights of first refusal imposed by any
      agreement to which the Company is a party, and the Company will take all such
      actions as may be necessary to assure that the par value, if any, per share
      of
      the Common Stock is at all times equal to or less than the then Per Share
      Warrant Price. The Company shall pay, when due and payable, any and all Federal
      and state stamp, original issue or similar taxes which may be payable in respect
      of the issue of any Warrant Share or any certificate thereof to the extent
      required because of the issuance by the Company of such security.

     

    5. Registration
      Under Act.
      

     

    (a) The
      Holder shall have the right to participate in the registration rights granted
      to
      purchasers of the Securities, as such term is defined in the Placement Agent
      Agreement; provided,
      however,
      that
      the Holder shall
      not
      be entitled to any contractual penalty, liquidated damages or similar payments
      to which the Company may become obligated to pay to such purchasers in
      connection with the filing or effectiveness of the registration statement
      covering the resale of such Securities. 

     

    (b) Until
      all
      of the Warrant Shares and any shares of Common Stock issuable thereunder have
      been sold under a Registration Statement or pursuant to Rule 144(k), so long
      as
      the Company’s Common Stock remains registered under the Act, the Company shall
      use its commercially reasonable efforts to file with the Securities and Exchange
      Commission all current reports and the information as may be necessary to enable
      the Holder to effect sales of its shares in reliance upon Rule 144(k)
      promulgated under the Act.

    


    6. Investment
      Intent; Limited Transferability. 

    


    (a) By
      accepting this Warrant, the Holder represents to the Company that it understands
      that this Warrant and any securities obtainable upon exercise of this Warrant
      have not been registered for sale under Federal or state securities laws and
      are
      being offered and sold to the Holder pursuant to one or more exemptions from
      the
      registration requirements of such securities laws. In the absence of an
      effective registration of such securities or an exemption therefrom, any
      certificates for such securities shall bear the legend set forth on the first
      page hereof. The Holder understands that it must bear the economic risk of
      its
      investment in this Warrant and any securities obtainable upon exercise of this
      Warrant for an indefinite period of time, as this Warrant and such securities
      have not been registered under Federal or state securities laws and therefore
      cannot be sold unless subsequently registered under such laws, unless an
      exemption from such registration is available. The Holder further represents
      to
      the Company, by accepting this Warrant, that it has full power and authority
      to
      accept this Warrant and make the representations set forth herein.

    


    (b) The
      Holder, by its acceptance of this Warrant, represents to the Company that it
      is
      acquiring this Warrant and will acquire any securities obtainable upon exercise
      of this Warrant for its own account for investment and not with a view to,
      or
      for sale in connection with, any distribution thereof in violation of the Act.
      The Holder agrees, by acceptance of this Warrant, that this Warrant and any
      such
      securities issuable under this Warrant will not be sold or otherwise transferred
      unless (i) a registration statement with respect to such transfer is effective
      under the Act and any applicable state securities laws or (ii) such sale or
      transfer is made pursuant to one or more exemptions from the Act. 

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    


    (c) In
      addition to the limitations set forth in Section 1 and in accordance with the
      legend on the first page hereof, this Warrant may not be sold, transferred,
      assigned or hypothecated by the Holder except in compliance with the provisions
      of the Act and the applicable state securities “blue sky” laws, and is so
      transferable only upon the books of the Company which it shall cause to be
      maintained for such purpose. The Company may treat the registered Holder of
      this
      Warrant as it appears on the Company's books at any time as the Holder for
      all
      purposes. The Company shall permit any Holder of a Warrant or its duly
      authorized attorney, upon written request during ordinary business hours, to
      inspect and copy or make extracts from its books showing the registered Holders
      of Warrant. All Warrants issued upon the transfer or assignment of this Warrant
      will be dated the same date as this Warrant, and all rights of the holder
      thereof shall be identical to those of the Holder unless, in each case,
      otherwise prohibited by applicable law.

    


    (d) The
      Holder has been afforded (i) the opportunity to ask such questions as it has
      deemed necessary of, and to receive answers from, representatives of the Company
      concerning the terms and conditions of the Warrants or the exercise of the
      Warrants; and (ii) the opportunity to request such additional information which
      the Company possesses or can acquire without unreasonable effort or
      expense.

    


    (e) The
      Holder did not (i) receive or review any advertisement, article, notice or
      other
      communication published in a newspaper or magazine or similar media or broadcast
      over television or radio, whether closed circuit, or generally available; or
      (ii) attend any seminar, meeting or investor or other conference whose attendees
      were, to such Holder’s knowledge, invited by any general solicitation or general
      advertising.

    


    (f) The
      Holder is an “accredited investor” within the meaning of Regulation D under the
      Act. Such Holder is acquiring the Warrants for its own account and not with
      a
      present view to, or for sale in connection with, any distribution thereof in
      violation of the registration requirements of the Act, without prejudice,
      however, to such Holder’s right, subject to the provisions of the Placement
      Agent Agreement and this Warrant, at all times to sell or otherwise dispose
      of
      all or any part of such Warrants and Warrant Shares.

    


    (g) Either
      by
      reason of such Holder’s business or financial experience or the business or
      financial experience of its professional advisors (who are unaffiliated with
      and
      who are not compensated by the Company or any affiliate, finder or selling
      agent
      of the Company, directly or indirectly), such Holder has the capacity to protect
      such Holder’s interests in connection with the transactions contemplated by this
      Warrant and the Placement Agent Agreement. The Holder, by its acceptance of
      this
      Warrant, represents to the Company that it is able to fend for itself, can
      bear
      the economic risk of its investment and has such knowledge and experience in
      financial or business matters that it is capable of evaluating the merits and
      risks of the investment in this Warrant. Holder also represents it has not
      been
      organized for the purpose of acquiring this Warrant.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    7. Optional Redemption. 

    


    (a) In
      the
      event that the closing price of the Common Stock for any thirty (30) consecutive
      Trading Days on the American Stock Exchange (or upon another national securities
      exchange or over-the-counter market, if then applicable) is at least 300% of
      the
      Per Share Warrant Price (subject to adjustment for any stock splits,
      combinations, or similar events with respect to the Common Stock after the
      original issuance date of this Warrant) (the “Redemption
      Price”),
      the
      Company shall be entitled to redeem all, but not less than all, of the Warrants
      at a per Warrant redemption price of $0.01, at any time after the completion
      of
      such thirty (30) consecutive Trading Day period by providing thirty (30)
      business days’ written notice to the Holders. The Holder agrees to return the
      certificate representing the redeemed Warrants to the Company upon their
      redemption (or evidence reasonably satisfactory to the Company of the loss,
      theft, destruction or mutilation of this Warrant in accordance with Section
      8
      hereof). 

    


    (b) Notwithstanding
      Section 7(a) hereof, for so long as any Warrant Shares are not subject to a
      registration statement declared effective by the SEC or are not otherwise
      permitted to be immediately sold, in whole, pursuant to an exemption to
      registration for such resale, including pursuant to Rule 144(k) of the Act,
      the
      Company shall not be entitled to exercise its redemption rights pursuant to
      Section 7(a) above.

    


    8. Loss,
      etc., of Warrant.
      Upon
      receipt of evidence reasonably satisfactory to the Company of the loss, theft,
      destruction or mutilation of this Warrant, and of indemnity reasonably
      satisfactory to the Company, if lost, stolen or destroyed, and upon surrender
      and cancellation of this Warrant, if mutilated, the Company shall execute and
      deliver to the Holder a new Warrant of like date, tenor and
      denomination.

    


    9. Warrant
      Holder Not Stockholder.
      This
      Warrant does not confer upon the Holder any right to vote on or consent to
      or
      receive notice as a stockholder of the Company, as such, in respect of any
      matters whatsoever, nor any other rights or liabilities as a stockholder, prior
      to the exercise hereof; this Warrant does, however, require certain notices
      to
      Holders as set forth herein.

    


    10. Communication.
      No
      notice or other communication under this Warrant shall be effective or deemed
      to
      have been given unless, the same is in writing and is mailed by first-class
      mail, postage prepaid, or via recognized overnight courier with confirmed
      receipt, addressed to:

    


    (a) the
      Company at Manhattan Pharmaceuticals, Inc., 810 Seventh Avenue, 4th
      Floor,
      New York, New York 10019, Attn: President, or other such address as the Company
      has designated in writing to the Holder; or

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

    


    (b) the
      Holder at the address last
      furnished to the Company in writing by the Holder.

    


    11. Headings.
      The
      headings of this Warrant have been inserted as a matter of convenience and
      shall
      not affect the construction hereof.

    


    12. Applicable
      Law.
      This
      Warrant shall be governed by and construed in accordance with the law of the
      State of New York without giving effect to the principles of conflicts of law
      thereof.

    


    13. Amendment,
      Waiver, etc.
      Except
      as expressly provided herein, neither this Warrant nor any term hereof may
      be
      amended, waived, discharged or terminated other than by a written instrument
      signed by the party against whom enforcement of any such amendment, waiver,
      discharge or termination is sought; provided, however, that any provision hereof
      may be amended, waived, discharged or terminated upon the written consent of
      the
      Company and the Majority of the Holders and such amendment, waiver, discharge
      or
      termination shall be effective with respect to the Company and all
      Holders.

    


    IN
      WITNESS WHEREOF,
      the
      Company has caused this Warrant to be signed by the undersigned duly authorized
      officer, this 30th day of March, 2007.

     

    
      	 	 	 	
              MANHATTAN
                PHARMACEUTICALS, INC.

            
	
            	 	 	
            
	 	 	 	 
	
            	 	 	
              

              By:
                Michael G. McGuinness

            
	
            	 	 	
              Its: Chief
                Financial Officer

            




    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    


    SUBSCRIPTION


     
      
      
        	To: Manhattan Pharmaceuticals, Inc.
                (the
                “Company”)	
                Dated:____________

              


      

    

     

    The
      undersigned, pursuant to the provisions set forth in the attached Warrant
      (No. PBI-___), hereby elects to purchase (check
      applicable box):

     

     
      o shares
      of
      the Common Stock of Company covered by such Warrant; or 

     

      o the
      maximum number of shares of Common Stock covered by such Warrant pursuant to
      the
      cashless exercise procedure set forth in subsection 1(a)(ii).

     

    The
      undersigned herewith makes payment of the full purchase price for such shares
      at
      the price per share provided for in such Warrant. Such payment takes the form
      of
(check
      applicable box or boxes):

     

       
      o $______ 
      in
      lawful money of the United States; and/or

     

      o the
      cancellation of such number of Warrant Shares as is necessary, in accordance
      with the formula set forth in subsection 1(a)(ii), to exercise this Warrant
      with respect to the maximum number of Warrant Shares purchasable pursuant to
      the
      cashless exercise procedure set forth in subsection 1(a)(ii).

     

    
      	
            	 	 	
              Signature: ______________________

            
	
            	 	 	
              
              

            
	
            	 	 	
              Address: _______________________

            
	 	 	 	
               _______________________

            


    

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

    


    ASSIGNMENT

    


    FOR
      VALUE
      RECEIVED _______________ (“Assignor”) hereby sells, assigns and transfers unto
      ____________________ (“Transferee”) the foregoing Warrant and all rights
      evidenced thereby, and does irrevocably constitute and appoint
      _____________________, attorney, to transfer said Warrant on the books of
      Manhattan Pharmaceuticals, Inc. By acceptance of the foregoing Warrant,
      Transferee shall become a Holder under said Warrant and subject to the rights,
      obligations and representations of Holder set forth in said
      Warrant.

     

    
      	
              ASSIGNOR:

            	 	 	 
	 	 	 	 
	Dated:_______________	 	 	Signature:____________________
	
            	 	 	
            
	
            	 	 	Address:______________________
	 	 	 	 
	
              TRANSFEREE:

            	 	 	 
	 	 	 	 
	Dated:_______________	 	 	Signature:____________________
	 	 	 	 
	 	 	 	
              Address:______________________

            


    

    


    PARTIAL
      ASSIGNMENT

    


    FOR
      VALUE
      RECEIVED _______________ (“Assignor”) hereby assigns and transfers unto
      ____________________ (“Transferee”) the right to purchase _______ shares of
      Common Stock, par value $0.001 per share, of Manhattan Pharmaceuticals, Inc.
      covered by the foregoing Warrant, and a proportionate part of said Warrant
      and
      the rights evidenced thereby, and does irrevocably constitute and appoint
      ____________________, attorney, to transfer such part of said Warrant on the
      books of Manhattan Pharmaceuticals, Inc. By acceptance of the proportionate
      part
      of foregoing Warrant, Transferee shall become a Holder under said proportionate
      part of said Warrant and subject to the rights, obligations and representations
      of Holder set forth in said Warrant.

     

    
      	ASSIGNOR:	 	 	 
	 	 	 	 
	Dated:_______________	 	 	Signature:____________________
	
            	 	 	
            
	
            	 	 	Address:______________________
	 	 	 	 
	TRANSFEREE:	 	 	 
	 	 	 	 
	Dated:_______________	 	 	Signature:____________________
	 	 	 	 
	 	 	 	Address:______________________


    

     

    
      
        
        

      

      
        11