Unassociated Document


    Exhibit
      4.1

    


    Form
      of Common Stock Warrant

    
 

    Form
      of Warrant

    


    THIS
      WARRANT AND THE SHARES OF COMMON STOCK ISSUED UPON ITS

    EXERCISE
      ARE SUBJECT TO THE RESTRICTIONS ON

                 TRANSFER
      SET FORTH IN SECTION 4 OF THIS
      WARRANT        

     

    
      	
              Warrant
                No. 2007- 

            	
              Number
                of Shares: 

              (subject
                to adjustment)

            
	
              Date
                of Issuance: September , 2007

               

              Original
                Issue Date (as defined in subsection 2(a)): September ,
                2007

            	 


    

     

    Genelabs
      Technologies, Inc.

     

    Common
      Stock Purchase Warrant

     

    (Void
      after            ,
      2012)

    

      Genelabs
        Technologies, Inc., a California corporation (the “Company”), for value
        received, hereby certifies
        that                   ,
        or its registered assigns (the “Registered Holder”), is entitled, subject to the
        terms and conditions set forth below, to purchase from the Company, at any
        time
        or from time to time on or after the Original Issue Date and on or before
        the
        earlier to occur of (i) 5:00 p.m. (Eastern time) on
                   ,
        2012 and (ii) an Acquisition Event (the “Exercise Period”),
              
shares of Common Stock, no par value per share, of the Company (“Common Stock”),
        at a purchase price of $
             per
        share (subject to the survivability and succession provisions of Section
        2(d)).
        The shares purchasable upon exercise of this Warrant, and the purchase price
        per
        share, each as adjusted from time to time pursuant to the provisions of this
        Warrant, are hereinafter referred to as the “Warrant Shares” and the “Purchase
        Price,” respectively. This Warrant is one of a series of Warrants to purchase
        Common Stock (this “Warrant”
and
        collectively, the “Company Warrants”) issued pursuant to that certain
        Subscription Agreement, dated as of September
        , 2007, by and among the Company and
        the Registered Holder (the “Subscription
        Agreement”)
        pursuant to the Company’s Registration Statement on Form S-3 (File number
        333-145497) (the “Registration Statement”). An “Acquisition Event” shall mean
        the occurrence, in a single transaction or in a series of related transactions,
        of any one or more of the following events: (i) a sale or other disposition
        of
        all or substantially all, of the consolidated assets of the Company; (ii)
        a sale
        or other disposition of at least ninety percent (90%) of the outstanding
        securities of the Company; (iii) the consummation of a merger, consolidation
        or
        similar transaction (with an unaffiliated entity) following which the Company
        is
        not the surviving corporation; or (iv) the consummation of a merger,
        consolidation or similar transaction (with an unaffiliated entity) following
        which the Company is the surviving corporation but the shares of Common Stock
        outstanding immediately preceding the merger, consolidation or similar
        transaction are converted or exchanged by virtue of the merger, consolidation
        or
        similar transaction into other property, whether in the form of securities,
        cash
        or otherwise. 

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              1.

            	
              Exercise.

            


    

     

    (a) Exercise
      for Cash.
      The
      Registered Holder may, at its option, elect to exercise this Warrant, in whole
      or in part and at any time or from time to time during the Exercise Period,
      by
      surrendering this Warrant, with the purchase form appended hereto as
Exhibit I
      duly
      executed by or on behalf of the Registered Holder, at the principal office
      of
      the Company, or at such other office or agency as the Company may designate,
      accompanied by payment in full, in lawful money of the United States, of the
      Purchase Price payable in respect of the number of Warrant Shares purchased
      upon
      such exercise. A facsimile signature of the Registered Holder on the purchase
      form shall be sufficient for purposes of exercising this Warrant, provided
      that
      the Company receives the Registered Holder’s original signature with three (3)
      business days thereafter.

     

    (b) Cashless
      Exercise.
      

     

    At
      any
      time during the Exercise Period, the Registered Holder may, at its option,
      elect
      to exercise this Warrant, in whole or in part, on a cashless basis, by
      surrendering this Warrant, with the purchase form appended hereto as
Exhibit
      I
      duly
      executed by or on behalf of the Registered Holder, at the principal office
      of
      the Company, or at such other office or agency as the Company may designate,
      by
      canceling a portion of this Warrant in payment of the Purchase Price payable
      in
      respect of the number of Warrant Shares purchased upon such exercise. In the
      event of an exercise pursuant to this subsection 1(b), the number of Warrant
      Shares issued to the Registered Holder shall be determined according to the
      following formula: 

     

    X
      =
Y(A-B)

    A

    

      
        	
                Where:
                  

              	
                X
                  =
                  

              	
                the
                  number of Warrant Shares that shall be issued to the Registered
                  Holder;

              
	 	 	 
	
                 

              	
                Y
                  =

              	
                the
                  number of Warrant Shares for which this Warrant is being exercised
                  (which
                  shall include both the number of Warrant Shares issued to the Registered
                  Holder and the number of Warrant Shares subject to the portion
                  of the
                  Warrant being cancelled in payment of the Purchase
                  Price);

              
	 	 	 
	
                 

              	
                A
                  =

              	
                the
                  Fair Market Value (as defined below) of one share of Common Stock;
                  and

              
	 	 	 
	
                 

              	
                B
                  =

              	
                the
                  Purchase Price then in
                  effect.

              


      

    

    
    

    The
      Fair
      Market Value per share of Common Stock shall be determined as
      follows:

     

    (1) If
      the
      Common Stock is listed on a national securities exchange, the Nasdaq Global
      Market, the Nasdaq Capital Market or another nationally recognized trading
      system as of the Exercise Date, the Fair Market Value per share of Common Stock
      shall be deemed to be the average of the high and low reported sale prices
      per
      share of Common Stock thereon on the trading day immediately preceding the
      Exercise Date (provided
      that if
      no such price is reported on such day, the Fair Market Value per share of Common
      Stock shall be determined pursuant to clause (2) below).

     

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    

     

    (2) If
      the
      Common Stock is not listed on a national securities exchange, the Nasdaq Global
      Market, the Nasdaq Capital Market or another nationally recognized trading
      system as of the Exercise Date, the Fair Market Value per share of Common Stock
      shall be deemed to be the amount most recently determined in good faith by
      the
      Board of Directors of the Company (the “Board”) to represent the fair market
      value per share of the Common Stock (including without limitation a
      determination for purposes of granting Common Stock options or issuing Common
      Stock under any plan, agreement or arrangement with employees of the Company);
      and, upon request of the Registered Holder, the Board (or a representative
      thereof) shall, as promptly as reasonably practicable but in any event not
      later
      than 10 days after such request, notify the Registered Holder of the Fair Market
      Value per share of Common Stock and furnish the Registered Holder with
      reasonable documentation of the Board’s determination of such Fair Market Value.
      Notwithstanding the foregoing, if the Board has not made such a determination
      within the three-month period prior to the Exercise Date, then (A) the
      Board shall make, and shall provide or cause to be provided to the Registered
      Holder notice of, a determination of the Fair Market Value per share of the
      Common Stock within 15 days of a request by the Registered Holder that it do
      so,
      and (B) the exercise of this Warrant pursuant to this subsection 1(b) shall
      be delayed until such determination is made and notice thereof is provided
      to
      the Registered Holder.

     

    (c) Exercise
      Date.
      Each
      exercise of this Warrant shall be deemed to have been effected immediately
      prior
      to the close of business on the day on which this Warrant shall have been
      surrendered to the Company together with the duly executed purchase form as
      provided in subsection 1(a) or 1(b) above (the “Exercise Date”). At such time,
      the person or persons in whose name or names any certificates for Warrant Shares
      shall be issuable upon such exercise as provided in subsection 1(d) below shall
      be deemed to have become the holder or holders of record of the Warrant Shares
      represented by such certificates.

     

    (d) Issuance
      of Certificates.
      As soon
      as practicable after the exercise of this Warrant in whole or in part, and
      in
      any event within 3 trading days thereafter, the Company, at its expense, will
      cause to be issued in the name of, and sent for delivery to, the Registered
      Holder, or as the Registered Holder (upon payment by the Registered Holder
      of
      any applicable transfer taxes) may direct:

     

    (i) a
      certificate or certificates for the number of full Warrant Shares to which
      the
      Registered Holder shall be entitled upon such exercise plus, in lieu of any
      fractional share to which the Registered Holder would otherwise be entitled,
      cash in an amount determined pursuant to Section 3 hereof; and

     

    (ii) in
      case
      such exercise is in part only, a new warrant or warrants (dated the date hereof)
      of like tenor, calling in the aggregate on the face or faces thereof for the
      number of Warrant Shares equal (without giving effect to any adjustment therein)
      to the number of such shares called for on the face of this Warrant minus the
      number of Warrant Shares for which this Warrant was so exercised (which, in
      the
      case of an exercise pursuant to subsection 1(b), shall include both the number
      of Warrant Shares issued to the Registered Holder pursuant to such partial
      exercise and the number of Warrant Shares subject to the portion of the Warrant
      being cancelled in payment of the Purchase Price).

     

    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    

     

    (e) Alternative
      to the Issuance of Certificates.
      If so
      requested by the Registered Holder, provided that the transfer agent is
      participating in the Depository Trust Company (“DTC”) Fast Automated Securities
      Transfer Program, on or before the third (3rd)
      business day following the Exercise Date, the Company shall credit such
      aggregate number of Warrant Shares to which the Registered Holder is entitled
      pursuant to such exercise to the Registered Holder’s or its designee’s balance
      account with DTC through its Deposit Withdrawal Agent Commission system.


     

    (f)
       Limitation
      on Exercise.
      Notwithstanding anything to the contrary set forth in this Warrant, at no time
      may a Registered Holder of this Warrant exercise any portion of this Warrant
      if
      the number of shares of Common Stock to be issued pursuant to such exercise
      would exceed, when aggregated with all other shares of Common Stock beneficially
      owned by such Registered Holder at such time, the number of shares of Common
      Stock which would result in such Registered Holder beneficially owning (as
      determined in accordance with Section 13(d) of the Exchange Act and the rules
      thereunder) in excess of 4.99% of the then issued and outstanding shares of
      Common Stock; provided, however, that upon a Registered Holder of this Warrant
      providing the Company with sixty-one (61) days notice (pursuant to Section
      9
      hereof) (the “Waiver Notice”) that such Registered Holder would like to waive
      this Section 1(f) with regard to any or all shares of Common Stock issuable
      upon
      exercise of this Warrant, this Section 1(f) will be of no force or effect with
      regard to all or a portion of the Warrant referenced in the Waiver Notice;
      provided, further, that the limitation in this Section 1(f) shall be of no
      further force or effect during the sixty-one (61) days immediately preceding
      the
      expiration of the term of this Warrant.

     

    (g)
       Company-Elected
      Conversion.
      (i) The
      Company shall provide to the Registered Holder prompt written notice of any
      time
      that the Company is unable to issue the Warrant Shares via DTC transfer (or
      otherwise without restrictive legend), because (A) the Securities and Exchange
      Commission (the “Commission”)
      has
      issued a stop order with respect to the Registration Statement, (B) the
      Commission otherwise has suspended or withdrawn the effectiveness of the
      Registration Statement, either temporarily or permanently, (C) the Company
      has
      suspended or withdrawn the effectiveness of the Registration Statement, either
      temporarily or permanently, or (D) otherwise (each a “Restrictive
      Legend Event”).
      To
      the extent that a Restrictive Legend Event occurs after the Registered Holder
      has exercised this Warrant in accordance with Section 1 but prior to the
      delivery of the Warrant Shares, the Company shall (i) if the Fair Market Value
      (as defined above) of the Warrant Shares is greater than the Purchase Price,
      provide written notice to the Registered Holder that the Company will deliver
      that number of Warrant Shares to the Registered Holder as should be delivered
      in
      a Cashless Exercise in accordance with Section 1(b), and return to the
      Registered Holder all consideration paid to the Company in connection with
      the
      Registered Holder’s attempted exercise of this Warrant pursuant to Section 1(a)
      (a “Company-Elected
      Conversion”),
      or
      (ii) at the election of the Registered Holder to be given within five (5) days
      of receipt of notice of a Company-Elected Conversion, the Registered Holder
      shall be entitled to rescind the previously executed purchase form and the
      Company shall return all consideration paid by the Registered Holder for such
      shares upon such rescission.

      

    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

    

     

    (ii)  
      If a
      Restrictive Legend Event has occurred and no exemption from the registration
      requirements is available (including, without limitation, under Section 3(a)(9)
      of the Securities Act of 1933 by virtue of a Cashless Exercise), this Warrant
      shall not be exercisable. Notwithstanding anything herein to the contrary,
      the
      Company shall not be required to make any cash payments to the Registered Holder
      in lieu of issuance of the Warrant Shares. The Company shall give prompt written
      notice to the Registered Holder of any cessation of a Restrictive Legend Event
      (the “Re-Effectiveness
      Notice”).
      Notwithstanding anything to the contrary contained herein, the expiration of
      the
      Exercise Period of this Warrant shall be extended for a period of five (5)
      days
      following receipt by the Registered Holder of the Re-Effectiveness
      Notice.

     

    (h)   Rule
      144.
      For
      purposes of Rule 144(d) promulgated under the Securities Act of 1933, as in
      effect on the date hereof, it is intended that the Warrant Shares issued in
      a
      Cashless Exercise shall be deemed to have been acquired by the Registered
      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
      Subscription Agreement.

     

    (i)  Disputes.
      In the
      case of a dispute as to the determination of the Purchase Price or the
      arithmetic calculation of the Warrant Shares, the Company shall promptly issue
      to the Registered Holder the number of Warrant Shares that are not
      disputed.

     

    2. Adjustments.

     

    (a)
      Adjustment
      for Stock Splits and Combinations.
      If the
      Company shall at any time or from time to time after the date on which this
      Warrant was first issued (or, if this Warrant was issued upon partial exercise
      of, or in replacement of, another warrant of like tenor, then the date on which
      such original warrant was first issued) (the “Original Issue Date”) effect a
      subdivision of the outstanding Common Stock, the Purchase Price then in effect
      immediately before that subdivision shall be proportionately decreased and
      the
      number of Warrant Shares shall be proportionately adjusted. If the Company
      shall
      at any time or from time to time after the Original Issue Date combine the
      outstanding shares of Common Stock, the Purchase Price then in effect
      immediately before the combination shall be proportionately increased and the
      number of Warrant Shares shall be proportionately adjusted. Any adjustment
      under
      this paragraph shall become effective at the close of business on the date
      the
      subdivision or combination becomes effective.

     

    (b)
      Adjustment
      for Certain Dividends and Distributions.
      In the
      event the Company at any time, or from time to time after the Original Issue
      Date shall make or issue, or fix a record date for the determination of holders
      of Common Stock entitled to receive, a dividend or other distribution payable
      in
      additional shares of Common Stock, then and in each such event the Purchase
      Price then in effect immediately before such event shall be decreased (and
      the
      number of Warrant Shares shall be proportionately adjusted) as of the time
      of
      such issuance or, in the event such a record date shall have been fixed, as
      of
      the close of business on such record date, by multiplying the Purchase Price
      then in effect by a fraction:

     

    (1) the
      numerator of which shall be the total number of shares of Common Stock issued
      and outstanding immediately prior to the time of such issuance or the close
      of
      business on such record date, and

     

    
      
        
        

      

      
        -5-

        
          

        

      

      
        
        

      

    

     

    (2) the
      denominator of which shall be the total number of shares of Common Stock issued
      and outstanding immediately prior to the time of such issuance or the close
      of
      business on such record date plus the number of shares of Common Stock issuable
      in payment of such dividend or distribution; provided,
      however,
      that if
      such record date shall have been fixed and such dividend is not fully paid
      or if
      such distribution is not fully made on the date fixed therefor, the Purchase
      Price shall be recomputed accordingly as of the close of business on such record
      date and thereafter the Purchase Price shall be adjusted pursuant to this
      paragraph as of the time of actual payment of such dividends or
      distributions.

     

    (c) Adjustments
      for Other Dividends and Distributions.
      In the
      event the Company at any time or from time to time after the Original Issue
      Date
      shall make or issue, or fix a record date for the determination of holders
      of
      Common Stock entitled to receive, a dividend or other distribution payable
      in
      securities of the Company (other than shares of Common Stock) or in cash or
      other property (other than regular cash dividends paid out of earnings or earned
      surplus, determined in accordance with generally accepted accounting
      principles), then and in each such event provision shall be made so that the
      Registered Holder shall receive upon exercise hereof, in addition to the number
      of shares of Common Stock issuable hereunder, the kind and amount of securities
      of the Company, cash or other property which the Registered Holder would have
      been entitled to receive had this Warrant been exercised on the date of such
      event and had the Registered Holder thereafter, during the period from the
      date
      of such event to and including the Exercise Date, retained any such securities
      receivable during such period, giving application to all adjustments called
      for
      during such period under this Section 2 with respect to the rights of the
      Registered Holder.

     

    (d) Adjustment
      for Reorganization.
       If
      any
      capital reorganization, reclassification of the capital stock of the Company,
      consolidation or merger of the Company with another corporation in which the
      Company is not the survivor, or sale, transfer or other disposition of all
      or
      substantially all of the Company’s assets to another corporation shall be
      effected, then the Company shall seek to ensure that lawful and adequate
      provision shall be made whereby the Registered Holder shall thereafter continue
      to have the right to purchase and receive upon the basis and upon the terms
      and
      conditions herein specified and in lieu of the Warrant Shares issuable upon
      exercise of the Warrant held by the Registered Holder, shares of stock in the
      surviving or acquiring corporation (“Acquirer”), as the case may be, such that
      the aggregate value of the Registered Holder’s warrants to purchase such number
      of shares, where the value of each new warrant to purchase one share in the
      Acquirer is determined in accordance with the Black-Scholes Option Pricing
      formula set forth in Appendix A hereto, is equivalent to the aggregate value
      of
      the Warrants held by such Registered Holder, where the value of each Warrant
      to
      purchase one share in the Company is determined in accordance with the
      Black-Scholes Option Pricing formula set forth in Appendix B attached hereto.
       Furthermore, the new warrants to purchase shares in the Acquirer referred
      to herein shall have the same expiration date as the Warrants, and shall have
      a
      strike price, KAcq,
      that is
      calculated in accordance with Appendix A hereto. 

     

    
      
        
        

      

      
        -6-

        
          

        

      

      
        
        

      

    

     

    Moreover,
      appropriate provision shall be made with respect to the rights and interests
      of
      the Registered Holder to the end that the provisions hereof (including, without
      limitation, provision for adjustment of the Purchase Price) shall thereafter
      be
      applicable, as nearly equivalent as may be practicable in relation to any shares
      of stock thereafter deliverable upon the exercise thereof.  The Company
      shall not effect any such consolidation, merger, sale, transfer or other
      disposition unless prior to or simultaneously with the consummation thereof
      the
      successor corporation (if other than the Company) resulting from such
      consolidation or merger, or the corporation purchasing or otherwise acquiring
      such assets or other appropriate corporation or entity shall assume by written
      instrument, reasonably deemed by the Board of Directors of the Company to be
      satisfactory in form and substance, the obligation to deliver to the Registered
      Holder, at the last address of the Registered Holder appearing on the books
      of
      the Company, such shares of stock, as, in accordance with the foregoing
      provisions, the Registered Holder may be entitled to purchase, and the other
      obligations under these Warrants or otherwise provides for the Warrant as set
      forth below.  The provisions of this section shall similarly apply to
      successive reorganizations, reclassifications, consolidations, mergers, sales,
      transfers or other dispositions.  If either the Company or the Acquirer
      elects not to cause these Warrants to continue in full force and effect until
      the expiration of the Exercise Period in connection with any capital
      reorganization, reclassification of the capital stock of the Company,
      consolidation or merger of the Company with another corporation in which the
      Company is not the survivor, or sale, transfer or other disposition of all
      or
      substantially all of the Company’s assets to another corporation which they are
      free to do so for any reason upon notice to the Registered Holder not later
      than
      30 days after consummation of such reorganization, consolidation, merger, sale,
      transfer or disposition, then the Company, or the Acquirer, as the case may
      be,
      shall pay the Registered Holder in cash an amount per Warrant to purchase one
      share in the Company that is calculated in accordance with the Black-Scholes
      Option Pricing formula set forth in Appendix B hereto.

     

    (e) Certificate
      as to Adjustments.
      Upon
      the occurrence of each adjustment or readjustment of the Purchase Price pursuant
      to this Section 2, the Company at its expense shall, as promptly as reasonably
      practicable but in any event not later than 10 days thereafter, compute such
      adjustment or readjustment in accordance with the terms hereof and furnish
      to
      the Registered Holder a certificate setting forth such adjustment or
      readjustment (including the kind and amount of securities, cash or other
      property for which this Warrant shall be exercisable and the Purchase Price)
      and
      showing in detail the facts upon which such adjustment or readjustment is based.
      The Company shall, as promptly as reasonably practicable after the written
      request at any time of the Registered Holder (but in any event not later than
      10
      days thereafter), furnish or cause to be furnished to the Registered Holder
      a
      certificate setting forth (i) the Purchase Price then in effect and
      (ii) the number of shares of Common Stock and the amount, if any, of other
      securities, cash or property which then would be received upon the exercise
      of
      this Warrant. 

     

    3. Fractional
      Shares.
      The
      Company shall not be required upon the exercise of this Warrant to issue any
      fractional shares, but shall pay the value thereof to the Registered Holder
      in
      cash on the basis of the Fair Market Value per share of Common Stock, as
      determined pursuant to subsection 2(d) above. 

     

    
      
        
        

      

      
        -7-

        
          

        

      

      
        
        

      

    

     

    4. Transfers,
      etc.

     

    (a) The
      Company will maintain a register containing the name and address of the
      Registered Holder of this Warrant. The Registered Holder may change its address
      as shown on the warrant register by written notice to the Company requesting
      such change.

     

    (b) This
      Warrant and all rights hereunder are transferable, in whole or in part, upon
      surrender of this Warrant with a properly executed assignment (in the form
      of
Exhibit II
      hereto)
      at the principal office of the Company (or, if another office or agency has
      been
      designated by the Company for such purpose, then at such other office or
      agency).

     

    5. No
      Impairment.
      The
      Company will not, by amendment of its charter 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 Registered Holder against impairment.

     

    6. Notices
      of Record Date, etc.
      In the
      event:

     

    (a) the
      Company shall take a record of the holders of its Common Stock (or other stock
      or securities at the time deliverable upon the exercise of this Warrant) for
      the
      purpose of entitling or enabling them to receive any dividend or other
      distribution, or to receive any right to subscribe for or purchase any shares
      of
      stock of any class or any other securities, or to receive any other right;
      or

     

    (b) of
      any
      capital reorganization of the Company, any reclassification of the Common Stock
      of the Company, any consolidation or merger of the Company with or into another
      corporation, including an Acquisition Event, or any transfer of all or
      substantially all of the assets of the Company; or

     

    (c) of
      the
      voluntary or involuntary dissolution, liquidation or winding-up of the Company,
      then, and in each such case, the Company will send or cause to be sent to the
      Registered Holder a notice specifying, as the case may be, (i) the record date
      for such dividend, distribution or right, and the amount and character of such
      dividend, distribution or right, or (ii) the effective date on which such
      reorganization, reclassification, consolidation, merger, Acquisition Event,
      transfer, dissolution, liquidation or winding-up is to take place, and the
      time,
      if any is to be fixed, as of which the holders of record of Common Stock (or
      such other stock or securities at the time deliverable upon the exercise of
      this
      Warrant) shall be entitled to exchange their shares of Common Stock (or such
      other stock or securities) for securities or other property deliverable upon
      such reorganization, reclassification, consolidation, merger, transfer,
      dissolution, liquidation or winding-up. Such notice shall be sent at least
      10
      days prior to the record date or effective date for the event specified in
      such
      notice.

     

    
      
        
        

      

      
        -8-

        
          

        

      

      
        
        

      

    

     

    7. Reservation
      of Stock.
      The
      Company will at all times reserve and keep available, solely for issuance and
      delivery upon the exercise of this Warrant, such number of Warrant Shares and
      other securities, cash and/or property, as from time to time shall be issuable
      upon the exercise of this Warrant.

     

    8. Exchange
      or Replacement of Warrants.
      

     

    (a) Upon
      the
      surrender by the Registered Holder, properly endorsed, to the Company at the
      principal office of the Company, the Company will, subject to the provisions
      of
      Section 4 hereof, issue and deliver to or upon the order of the Registered
      Holder, at the Company’s expense, a new Warrant or Warrants of like tenor, in
      the name of the Registered Holder or as the Registered Holder (upon payment
      by
      the Registered Holder of any applicable transfer taxes) may direct, calling
      in
      the aggregate on the face or faces thereof for the number of shares of Common
      Stock (or other securities, cash and/or property) then issuable upon exercise
      of
      this Warrant.

     

    (b) Upon
      receipt of evidence reasonably satisfactory to the Company of the loss, theft,
      destruction or mutilation of this Warrant and (in the case of loss, theft or
      destruction) upon delivery of an indemnity agreement (with surety if reasonably
      required) in an amount reasonably satisfactory to the Company, or (in the case
      of mutilation) upon surrender and cancellation of this Warrant, the Company
      will
      issue, in lieu thereof, a new Warrant of like tenor.

     

    9. Notices.
      All
      notices and other communications from the Company to the Registered Holder
      in
      connection herewith shall be mailed by certified or registered mail, postage
      prepaid, or sent via a reputable nationwide overnight courier service
      guaranteeing next business day delivery, to the address last furnished to the
      Company in writing by the Registered Holder. All notices and other
      communications from the Registered Holder to the Company in connection herewith
      shall be mailed by certified or registered mail, postage prepaid, or sent via
      a
      reputable nationwide overnight courier service guaranteeing next business day
      delivery, to the Company at its principal office set forth below. If the Company
      should at any time change the location of its principal office to a place other
      than as set forth below, it shall give prompt written notice to the Registered
      Holder and thereafter all references in this Warrant to the location of its
      principal office at the particular time shall be as so specified in such notice.
      All such notices and communications shall be deemed delivered one business
      day
      after being sent via a reputable international overnight courier service
      guaranteeing next business day delivery. 

     

    10. No
      Rights as Stockholder.
      Until
      the exercise of this Warrant, the Registered Holder shall not have or exercise
      any rights by virtue hereof as a stockholder of the Company. Notwithstanding
      the
      foregoing, in the event (i) the Company effects a split of the Common Stock
      by means of a stock dividend and the Purchase Price of and the number of Warrant
      Shares are adjusted as of the date of the distribution of the dividend (rather
      than as of the record date for such dividend), and (ii) the Registered
      Holder exercises this Warrant between the record date and the distribution
      date
      for such stock dividend, the Registered Holder shall be entitled to receive,
      on
      the distribution date, the stock dividend with respect to the shares of Common
      Stock acquired upon such exercise, notwithstanding the fact that such shares
      were not outstanding as of the close of business on the record date for such
      stock dividend.

     

    
      
        
        

      

      
        -9-

        
          

        

      

      
        
        

      

    

     

    11. Amendment
      or Waiver.
      Any
      term of this Warrant may be amended or waived (either generally or in a
      particular instance and either retroactively or prospectively) with the written
      consent of the Company and the holders of Company Warrants representing at
      least
      two-thirds of the number of shares of Common Stock then subject to outstanding
      Company Warrants. Notwithstanding the foregoing, (a) this Warrant may be amended
      and the observance of any term hereunder may be waived without the written
      consent of the Registered Holder only in a manner which applies to all Company
      Warrants in the same fashion and (b) the number of Warrant Shares subject to
      this Warrant and the Purchase Price of this Warrant may not be amended, and
      the
      right to exercise this Warrant may not be waived, without the written consent
      of
      the Registered Holder (it being agreed that an amendment to or waiver under
      any
      of the provisions of Section 2 of this Warrant shall not be considered an
      amendment of the number of Warrant Shares or the Purchase Price). The Company
      shall give prompt written notice to the Registered Holder of any amendment
      hereof or waiver hereunder that was effected without the Registered Holder’s
      written consent. No waivers of any term, condition or provision of this Warrant,
      in any one or more instances, shall be deemed to be, or construed as, a further
      or continuing waiver of any such term, condition or provision.

     

    12. Section
      Headings.
      The
      section headings in this Warrant are for the convenience of the parties and
      in
      no way alter, modify, amend, limit or restrict the contractual obligations
      of
      the parties.

     

    13. Governing
      Law.
      This
      Warrant will be governed by and construed in accordance with the internal laws
      of the State of New York (without reference to the conflicts of law provisions
      thereof).

     

    14. Facsimile
      Signatures.
      This
      Warrant may be executed by facsimile signature.

     

    *
      * * * *
      * *

     

    
      
        
        

      

      
        -10-

        
          

        

      

      
        
        

      

    

     

    EXECUTED
      as of the Date of Issuance indicated above.

     

    
      	 	 	 
	 	GENELABS
              TECHNOLOGIES, INC.
	 
 	 
 	 
 
	
            	By:  	 
	 	
              
Name:
	 	Title: 


    

     

     

    ATTEST:

     

    _________________________

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    APPENDIX
      A

     

     

    Black
      Scholes Option Pricing formula to be used when calculating the value of each
      new
      warrant to purchase one share in the Acquirer shall be:
  

      

    CAcq
      = SAcqe-λ(TAcq-tAcq)N(d1)
      - KAcqe-r(TAcq-tAcq)N(d2),
      where 

      

     

    CAcq
      = value
      of
      each warrant to purchase one share in the Acquirer 

     

    SAcq
      = price
      of
      Acquirer’s stock as determined by reference to the average of the closing prices
      on its primary securities exchange over
      the
      20-day period ending three trading days prior to the closing of the capital
      reorganization, reclassification of the capital stock of the Company,
      consolidation or merger of the Company with another corporation in which the
      Company is not the survivor, or sale, transfer or other disposition of all
      or
      substantially all of the Company’s assets to another corporation described in
      Section 2(d) if the Acquirer’s stock is then traded on such exchange, or the
      average of the closing bid or sale prices (whichever is applicable) in the
      over-the-counter market over the 20-day period ending three trading days prior
      to the closing of the transaction if the Acquirer’s stock is then actively
      traded in the over-the-counter market, or the then most recently completed
      financing if the Acquirer’s stock is not then traded on a securities exchange or
      system or in the over-the-counter market. 

     

    TAcq
      = expiration
      date of new warrants to purchase shares in the Acquirer = TCorp 

     

    tAcq
      = date
      of
      issue of new warrants to purchase shares in the Acquirer 

     

    TAcq-tAcq
      =
      time
      until warrant expiration, expressed in years       

     

    σ
      = volatility
      = annualized standard deviation of daily log-returns (using a 262-day
      annualization factor) of the Acquirer’s stock price on its primary securities
      exchange over a 20-day trading period, determined by the Registered Holder,
      that
      is within the 100-day trading period ending on the trading day immediately
      after
      the public announcement of the capital reorganization, reclassification of
      the
      capital stock of the Company, consolidation or merger of the Company with
      another corporation in which the Company is not the survivor, or sale, transfer
      or other disposition of all or substantially all of the Company’s assets to
      another corporation described in Section 2(d) if the Acquirer’s stock is then
      traded on such exchange, or the annualized standard deviation of daily-log
      returns (using a 262-day annualization factor) of the closing bid or sale prices
      (whichever is applicable) in the over-the-counter market over a 20-day trading
      period, determined by the Registered Holder, that is within the 100-day trading
      period ending on the trading day immediately after the public announcement
      of
      the transaction if the Acquirer’s stock is then actively traded in the
      over-the-counter market, or 0.6 (or 60%) if the Acquirer’s stock is not then
      traded on a securities exchange or system or in the over-the-counter market.
        

     

     
                N
      =
      cumulative normal distribution function 

     

    d1
      =
      (ln(SAcq/KAcq)
      + (r-λ+σ2/2)(TAcq-tAcq))
      ÷ (σ√(TAcq-tAcq)) 

     

    ln
      =
      natural logarithm 

     

    λ
      = dividend
      rate of the Acquirer for the most recent 12-month period at the time of closing
      of the capital reorganization, reclassification of the capital stock of the
      Company, consolidation or merger of the Company with another corporation in
      which the Company is not the survivor, or sale, transfer or other disposition
      of
      all or substantially all of the Company’s assets to another corporation.


     

    KAcq
      =
      strike
      price of
      new
      warrants to purchase shares in the Acquirer = KCorp
      *
      (SAcq
      /
      SCorp) 

     

    r
      = annual
      yield, as reported by Bloomberg at time tAcq,
      of the
      United States Treasury security measuring the nearest time TAcq 

     

    d2
      =
      d1-
      σ√(TAcq-tAcq)

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    APPENDIX
      B

     

     

    Black
      Scholes Option Pricing formula to be used when calculating the value of each
      Warrant to purchase one share in the Company shall be:
  

     

    CCorp
      = SCorpe-λ(TCorp-tCorp)N(d1)
      - KCorpe-r(TCorp-tCorp)N(d2),
      where 

     

    CCorp
      = value
      of
      each Warrant to purchase one share in the Company 

     

    SCorp
      = price
      of
      Company stock as determined by reference to the average of the closing prices
      on
      its primary securities exchange over the 20-day period ending three trading
      days
      prior to the closing of the capital reorganization, reclassification of the
      capital stock of the Company, consolidation or merger of the Company with
      another corporation in which the Company is not the survivor, or sale, transfer
      or other disposition of all or substantially all of the Company’s assets to
      another corporation described in Section 2(d) if the Company’s stock is then
      traded on such exchange, or the average of the closing bid or sale prices
      (whichever is applicable) in the over-the-counter market over the 20-day period
      ending three trading days prior to the closing of the transaction if the
      Company’s stock is then actively traded in the over-the-counter market, or the
      then most recently completed financing if the Company’s stock is not then traded
      on a securities exchange or system or in the over-the-counter market.


     

    TCorp
      = expiration
      date of Warrants to purchase shares in the Company 

     

    tCorp
      = date
      of
      public announcement of transaction 

     

    TCorp-tCorp
      =
      time
      until Warrant expiration, expressed in years 

     

    σ
      = volatility
      = the annualized standard deviation of daily log-returns (using a 262-day
      annualization factor) of the Company’s stock price on the securities exchange or
      Nasdaq Global Market over
      a
      20-day trading period, determined by the Registered Holder, that is within
      the
      100-day trading period ending on the trading day immediately after the public
      announcement of the capital reorganization, reclassification of the capital
      stock of the Company, consolidation or merger of the Company with another
      corporation in which the Company is not the survivor, or sale, transfer or
      other
      disposition of all or substantially all of the Company’s assets to another
      corporation described in Section 2(d) if the Company’s stock is then traded on
      such exchange, or the annualized standard deviation of daily-log returns (using
      a 262-day annualization factor) of the closing bid or sale prices (whichever
      is
      applicable) in the over-the-counter market over a 20-day trading period,
      determined by the Registered Holder, that is within the 100-day trading period
      ending on the trading day immediately after the public announcement of the
      transaction if the Company’s stock is then actively traded in the
      over-the-counter market, or 0.6 (or 60%) if the Company’s stock is not then
      traded on a securities exchange or system or in the over-the-counter market.
      

     

     
                N
      =
      cumulative normal distribution function 

     

    d1
      =
      (ln(SCorp/KCorp)
      + (r-λ+σ2/2)(TCorp-tCorp))
      ÷ (σ√(TCorp-tCorp)) 

     

    ln
      =
      natural logarithm 

     

    λ
      = dividend
      rate of the Company for the most recent 12-month period at the time of closing
      of the capital reorganization, reclassification of the capital stock of the
      Company, consolidation or merger of the Company with another corporation in
      which the Company is not the survivor, or sale, transfer or other disposition
      of
      all or substantially all of the Company’s assets to another corporation.


     

    KCorp
      =
      strike
      price of warrant 

     

    r
      = annual
      yield, as reported by Bloomberg at time tCorp,
      of the
      United States Treasury security measuring the nearest time TCorp 

     

    d2
      = d1- σ√(TCorp-tCorp)

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      I

     

    PURCHASE
      FORM

     

     

    
      	
               To:
                Genelabs Technologies, Inc.

            	
               Dated:____________

            


    

     

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

     

    ⁭ ____
      shares of the Common Stock of Genelabs Technologies, Inc. covered by such
      Warrant; or 

     

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

     

    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):

     

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

            


    

     

    
      	
            	⁭	
              the
                cancellation of such portion of the attached Warrant as is exercisable
                for
                a total of _____ Warrant Shares (using a Fair Market Value of $_____
                per
                share for purposes of this calculation) ;
                and/or

            


    

     

    
      	
            	⁭	
              the
                cancellation of such number of Warrant Shares as is necessary, in
                accordance with the formula set forth in subsection 1(b), 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(b). 

            


    

     

    
      	 	 	 
	 	
            
	 
 	 
 	 
 
	
            	Signature:	
            
	 	 	
              

            
	 	Address:	 
	 	 	
              

            
	 	 	
              

            
	 	
            
	 	
            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      II

     

    ASSIGNMENT
      FORM

     

    FOR
      VALUE
      RECEIVED, ______________________________________ hereby sells, assigns and
      transfers all of the rights of the undersigned under the attached Warrant (No.
      ____) with respect to the number of shares of Common Stock of Genelabs
      Technologies, Inc. covered thereby set forth below, unto:

     

    
      	
              Name
                of Assignee

            	 	
              Address

            	 	
              No.
                of Shares

            
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


    

     

    
      	
               Dated:________________

            	 	
               Signature:_____________________

            


    

     

     

     

    Signature
      Guaranteed:

     

    By:
      _______________________

     

    The
      signature should be guaranteed by an eligible guarantor institution (banks,
      stockbrokers, savings and loan associations and credit unions with membership
      in
      an approved signature guarantee medallion program) pursuant to Rule 17Ad-15
      under the Securities Exchange Act of 1934, as amended.