EXHIBIT 4.3
THE SECURITIES REPRESENTED HEREBY
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF
ANY STATE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON
TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR
RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE
SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION
THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN
OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE
ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN
COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES
LAWS.
COMMON STOCK PURCHASE
WARRANT
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Warrant No. CS-24
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200,000 Shares
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March 31, 2009
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RIGEL PHARMACEUTICALS,
INC.
WARRANT FOR THE PURCHASE OF
SHARES OF COMMON STOCK
1.
Issuance . For
value received, this Warrant is issued to HCP LIFE SCIENCE REIT,
INC ., a Maryland corporation, by RIGEL PHARMACEUTICALS,
INC. , a Delaware corporation (hereinafter with its successors
called the “Company” ) in partial consideration
for that certain Amendment No. Four to Build-to-Suit Lease,
dated as of the date hereof, between the Company and HCP BTC,
LLC , as landlord (“ Amendment Four
”).
2.
Purchase Price; Number of Shares . The registered holder of this Warrant
(the “Holder” ), commencing on the date hereof,
is entitled upon surrender of this Warrant with the subscription
form annexed hereto duly executed, at the principal office of the
Company, to purchase from the Company two hundred thousand
(200,000) fully paid and nonassessable shares (the “
Shares ”) of common stock, $.001 par value per share,
of the Company (the “Common Stock” ), at a price
per share of $6.61 (the “Purchase Price”
). Until such time as this Warrant is exercised in full or
expires, the Purchase Price and the securities issuable upon
exercise of this Warrant are subject to adjustment as hereinafter
provided. The person or persons under whose name or names any
certificate representing shares of Common Stock is issued hereunder
shall be deemed to have become the holder of record of the shares
represented thereby as at the close of business on the date this
Warrant is exercised with respect to such shares, whether or not
the transfer books of the Company shall be closed.
3.
Payment of Purchase Price . The Purchase Price may be paid
(i) in cash or by check; (ii) by the surrender by the
Holder to the Company of any promissory notes or other obligations
issued by the Company, with all such notes and obligations so
surrendered being credited against the Purchase Price in an amount
equal to the principal amount thereof plus accrued interest to the
date of surrender; or (iii) by any combination of the
foregoing.
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