Exhibit 4.1
METABASIS THERAPEUTICS,
INC.
WARRANT EXERCISE
AGREEMENT
FOR
EXERCISE OF
WARRANTS TO PURCHASE COMMON
STOCK
IF AND WHEN ACCEPTED BY
METABASIS THERAPEUTICS, INC. (“COMPANY”), THIS WARRANT
EXERCISE AGREEMENT (THE “AGREEMENT”), WHEN EXECUTED
BELOW, SHALL CONSTITUTE AN ACCEPTANCE OF AN AMENDMENT OF THE
WARRANTS AND AN EXERCISE OF THE WARRANTS WITH RESPECT TO THE
WARRANTS AND NUMBER OF SHARES OF COMMON STOCK SUBJECT TO SUCH
WARRANTS INDICATED ON EXHIBIT A HERETO. BY THE
UNDERSIGNED’S EXECUTION BELOW, THE UNDERSIGNED ACKNOWLEDGES
THAT IT UNDERSTANDS THAT THE COMPANY IS RELYING UPON THE ACCURACY
AND COMPLETENESS HEREOF IN COMPLYING WITH ITS OBLIGATIONS UNDER
FEDERAL AND STATE SECURITIES LAWS.
THE SHARES OF COMMON STOCK OF
THE COMPANY TO BE ISSUED UPON THE EXERCISE OF THE WARRANTS HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR
ANY STATE SECURITIES LAWS. SUCH SHARES CANNOT BE SOLD,
TRANSFERRED, ASSIGNED OR OTHERWISE DISPOSED OF EXCEPT IN COMPLIANCE
WITH THE RESTRICTIONS ON TRANSFERABILITY UNDER APPLICABLE FEDERAL
AND STATE SECURITIES LAWS AND WILL NOT BE TRANSFERRED OR RECORDED
EXCEPT IN COMPLIANCE WITH SUCH LAWS.
(1) Amendment and Exercise of
Warrants . Subject to the terms and conditions hereof and
the provisions of the Offer to Amend Warrants to Purchase Shares of
Common Stock and to Participate in Private Placement of Common
Stock of Metabasis Therapeutics, Inc. dated March 13,
2008 (the “Offer”), warrants held by the undersigned,
if any, and issued pursuant to that certain Series D Preferred
Stock Purchase Agreement dated October 18, 2001 (the
“Series D Warrants”) and Warrants to Purchase
Common Stock held by the undersigned, if any, and issued pursuant
to that certain Securities Purchase Agreement dated
September 30, 2005 (the “2005 PIPE Warrants” and
together with the Series D Warrants, the
“Warrants”), the undersigned hereby elects, effective
as of April 14, 2008, to amend such Warrants to reduce the
exercise price per share to the closing consolidated bid price of
the Common Stock of the Company on the NASDAQ Global Market as of
April 11, 2008 (the “Reduced Exercise Price”) and
to exercise such Warrants, both with respect to the number of
shares of Common Stock of the Company (the “Common
Stock”) indicated on EXHIBIT A hereto only (the
“Shares”), and to purchase thereunder the Shares at a
purchase price equal to the Reduced Exercise Price per share and
tenders this warrant exercise, together with payment by
cashier’s check or wire transfer of immediately available
funds to the Company in accordance with the Company’s written
wiring instructions in the aggregate amount of
$ .
1
(2) Representations and
Warranties of the Undersigned . The undersigned hereby
represents and warrants to the Company as follows:
(a)
Authorization
. It has the
requisite corporate power to enter into this Agreement, to accept
the Offer, to carry out and perform its obligations under the terms
of this Agreement and to purchase the Shares.
(b)
Due
Execution . This Agreement has been duly
authorized, executed and delivered by it, and is a valid and
binding agreement of the undersigned, enforceable in accordance
with its terms, except as enforceability may be limited by
bankruptcy, insolvency, reorganization, moratorium or similar laws
affecting creditors’ rights generally or by equitable
principles.
(c)
Investment
Representations.
(i)
It is acquiring the Shares
for its own account, not as nominee or agent, for investment and
not
