Common use of Exercise of the Warrant Clause in Contracts

Exercise of the Warrant. The rights represented by this Warrant may be exercised at any time on or before 5:00 p.m., New York time, on June 30, 2002, in whole or in part, by (i) the surrender of this Warrant (with the purchase form at the end hereof properly executed) at the principal executive office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the Holder at the address of the Holder appearing on the books of the Company); (ii) payment to the Company of the Warrant Price then in effect for the number of shares of Common Stock specified in the above-mentioned purchase form together with applicable stock transfer taxes, if any; and (iii) delivery to the Company of a duly executed agreement signed by the person(s) designated in the purchase form to the effect that such person(s) agree(s) to be bound by the provisions of Paragraph 5 and subparagraph (b), (c) and (d) of Paragraph 6 hereof. This Warrant shall be deemed to have been exercised, in whole or in part to the extent specified, immediately prior to the close of business on the date this Warrant is surrendered and payment is made in accordance with the foregoing provisions of this Paragraph 1, and the person or persons in whose name or names the certificates for the Common Stock shall be issuable upon such exercise shall become the Holder or Holders of record of such Common Stock at that time and date. The Common Stock so purchased shall be delivered to the Holder within a reasonable time, not exceeding ten (10) business days, after the rights represented by this Warrant shall have been so exercised. If at any time this Warrant is exercised as to less than the total number of shares for which it may be exercised, and this Warrant shall not have expired, the Company shall promptly issue to the Holder a new Warrant identical in form as to this Warrant as to the remaining shares hereunder.

Exercise of the Warrant. The rights represented by this Warrant may be exercised upon surrender to the Company, at any time on or before 5:00 p.m.its principal office, New York timeof the Warrant, on June 30, 2002, in whole or in part, by (i) the surrender of this Warrant (together with the purchase form at the end hereof properly executed) at the principal executive office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the Holder at the address of the Holder appearing on the books of the Company); (ii) Subscription Form completed and signed, and upon payment to the Company of the Warrant Exercise Price then (as defined in effect and determined in accordance with the provisions of Sections 2(e), (f) and 6 hereof) for the number of shares Warrant Shares in respect of Common Stock specified which such Warrant is then being exercised (such surrender of Warrant, delivery of the Subscription Form and payment of the Exercise Price hereinafter called the "Exercise of the Warrant"). Upon partial exercise, a new Warrant for the unexercised Warrant Shares shall be delivered by the Company to Holder within five (5) Business Days. Subject to Section 2(f), payment of the Exercise Price shall be by delivery of cash, or a certified or official bank check in the above-mentioned purchase form amount of such Exercise Price. Subject to Section 3 hereof, upon such surrender of a Warrant and payment of the Exercise Price as aforesaid, the Company shall issue and cause to be delivered within five (5) Business Days to Holder or, upon the written order of the Holder, in such name or names as Holder may designate, a certificate or certificates for the number of Warrant Shares so purchased upon the exercise of such Warrant, together with applicable stock transfer taxescash, if any; and (iiias provided in Section 6(d) delivery to the Company hereof in lieu of a duly executed agreement signed by the person(s) designated in the purchase form to the effect that any fractional Warrant Shares otherwise issuable upon such person(s) agree(s) to be bound by the provisions of Paragraph 5 and subparagraph (b), (c) and (d) of Paragraph 6 hereofsurrender. This Warrant Such certificate or certificates shall be deemed to have been exercised, in whole or in part issued and any person so designated to the extent specified, immediately prior to the close of business on the date this Warrant is surrendered and payment is made in accordance with the foregoing provisions of this Paragraph 1, and the person or persons in whose name or names the certificates for the Common Stock be named therein shall be issuable upon such exercise shall deemed to have become the Holder or Holders a holder of record of such Common Stock at that time and date. The Common Stock so purchased shall be delivered to Warrant Shares as of the Holder within a reasonable time, not exceeding ten (10) business days, after date of the rights represented by this Warrant shall have been so exercised. If at any time this Warrant is exercised as to less than Exercise of the total number of shares for which it may be exercised, and this Warrant shall not have expired, the Company shall promptly issue to the Holder a new Warrant identical in form as to this Warrant as to the remaining shares hereunderWarrant.

Exercise of the Warrant. The rights represented by this Warrant may Subject to the terms and conditions herein set forth, Hyline Laboratories, Inc., a New York corporation (the "Purchaser"), or a permitted holder hereof, shall be exercised entitled to purchase from RiboGene, Inc., a California corporation (the "Company"), at any time and from time to time after the date hereof but on or before 5:00 p.m., New York time, on June 30, 2002, in whole or in part, by the earlier to occur of (iA) the surrender date that is five (5) years from the date hereof, (B) the closing of the Company's sale of all or substantially all of its assets or the acquisition of the Company by another entity by means of merger or other transaction as a result of which all shareholders of the Company immediately prior to such acquisition in the aggregate possess a minority of the voting power of the acquiring entity immediately following such acquisition (the "Acquisition") to the extent that the acquiror in such transaction requires, as a condition of such Acquisition, the exercise or termination of all or part of this Warrant on or before the closing of such Acquisition, which requirement shall be set forth in a writing signed by the acquiror and delivered to the holder hereof, or (with C) the purchase form date of the closing of the Company's first underwritten public offering of securities at an aggregate offering price of not less than $7,500,000 and a price per share of at least $5.00, as presently constituted (the end hereof properly executed"Initial Public Offering") at to the principal executive office extent that the managing underwriter(s) in such transaction requires, as a condition of such underwriting, the exercise or termination of all or part of this Warrant on or before the closing of such Initial Public Offering, which requirement shall be set forth in a writing signed by the underwriter and delivered to the holder hereof, up to 1,300,000 shares (which number of shares is subject to adjustment as described below) of fully paid and nonassessable Common Stock of the Company (or such other office or agency of the Company as it may designate by notice in writing to the Holder "Shares") upon surrender hereof at the address of the Holder appearing on the books principal office of the Company); (ii) , and upon payment to the Company of the Warrant Price then in effect purchase price for such shares (the "Purchase Price"), determined as the product of the number of shares of Common Stock specified acquired upon exercise hereof and the Warrant Price (as defined below), at said office in the above-mentioned purchase form together with applicable stock cash, by check, by wire transfer taxesor by cancellation of indebtedness, if any; and (iii) delivery or upon a net exercise of this Warrant as provided in Sections 7 or 8 below. The Company shall give notice to the Company Purchaser of a duly executed agreement signed by the person(sInitial Public Offering or Acquisition at least thirty (30) designated in the purchase form to the effect that such person(s) agree(s) to be bound by the provisions of Paragraph 5 and subparagraph (b), (c) and (d) of Paragraph 6 hereof. This Warrant shall be deemed to have been exercised, in whole or in part to the extent specified, immediately days prior to the close of business on the effective date this Warrant is surrendered and payment is made in accordance with the foregoing provisions of this Paragraph 1, and the person or persons in whose name or names the certificates for the Common Stock shall be issuable upon such exercise shall become the Holder or Holders of record of such Common Stock at that time and date. The Common Stock so purchased shall be delivered to the Holder within a reasonable time, not exceeding ten (10) business days, after the rights represented by this Warrant shall have been so exercised. If at any time this Warrant is exercised as to less than the total number of shares for which it may be exercised, and this Warrant shall not have expired, the Company shall promptly issue to the Holder a new Warrant identical in form as to this Warrant as to the remaining shares hereunderthereof.

Exercise of the Warrant. The rights represented by this Warrant may be exercised at any time on or before 5:00 p.m., New York time, on June 30, 20022001, in whole or in part, by (i) the surrender of this Warrant (with the purchase form at the end of hereof properly executed) at the principal executive office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the Holder at the address of the Holder appearing on the books of the Company); (ii) payment to the Company of the Warrant Price then in effect for the number of shares of Common Stock specified in the above-mentioned purchase form together with applicable stock transfer taxes, if any; and (iii) delivery to the Company of a duly executed agreement signed by the person(s) designated in the purchase form to the effect that such person(s) agree(s) to be bound by the provisions of Paragraph 5 and subparagraph subparagraphs (b), (c) and (d) of Paragraph 6 hereof. This Warrant shall be deemed to have been exercised, in whole or in part to the extent specified, immediately prior to the close of business on the date this Warrant is surrendered and payment is made in accordance with the foregoing provisions of this Paragraph 1, and the person or persons in whose name or names the certificates for the Common Stock Securities shall be issuable upon such exercise shall become the Holder or Holders of record of such Common Stock at that time and date. The Common Stock so purchased shall be delivered to the Holder within a reasonable time, not exceeding ten (10) business days, after the rights represented by this Warrant shall have been so exercised. If at any time this Warrant is exercised as to less than the total number of shares for which it may be exercised, and this Warrant shall not have expired, the Company shall promptly issue to the Holder a new Warrant identical in form as to this Warrant as to the remaining shares hereunder.

Exercise of the Warrant. The rights represented by this Warrant may Subject to the terms and conditions herein set forth, Rip Xxxxxxxx xxx Associates, Inc. (the "PURCHASER"), or a permitted holder hereof, shall be exercised entitled to purchase from RiboGene, Inc., a California corporation (the "COMPANY"), at any time and from time to time after the date hereof but on or before 5:00 p.m., New York time, on June 30, 2002, in whole or in part, by the earlier to occur of (iA) the surrender date that is five (5) years from the date hereof, (B) the closing of the Company's sale of all or substantially all of its assets or the acquisition of the Company by another entity by means of merger or other transaction as a result of which all shareholders of the Company immediately prior to such acquisition in the aggregate possess a minority of the voting power of the acquiring entity immediately following such acquisition (the "ACQUISITION") to the extent that the acquiror in such transaction requires, as a condition of such Acquisition, the exercise or termination of all or part of this Warrant on or before the closing of such Acquisition, which requirement shall be set forth in a writing signed by the acquiror and delivered to the holder hereof, or (with C) the purchase form date of the closing of the Company's first underwritten public offering of securities at an aggregate offering price of not less than 7,500,000 and a price per share of at least $5.00, as presently constituted (the end hereof properly executed"INITIAL PUBLIC OFFERING") at to the principal executive office extent that the managing underwriter(s) in such transaction requires, as a condition of such underwriting, the exercise or termination of all or part of this Warrant on or before the closing of such Initial Public Offering, which requirement shall be set forth in a writing signed by the underwriter and delivered to the holder hereof, up to 13,000 shares (which number of shares is subject to adjustment as described below) of fully paid and nonassessable Common Stock of the Company (or such other office or agency of the Company as it may designate by notice in writing to the Holder "SHARES") upon surrender hereof at the address of the Holder appearing on the books principal office of the Company); (ii) , and upon payment to the Company of the Warrant Price then in effect purchase price for such shares (the "PURCHASE PRICE"), determined as the product of the number of shares of Common Stock specified in acquired upon exercise hereof and the above-mentioned purchase form together with applicable stock transfer taxes, if any; and Warrant Price (iii) delivery to the Company of a duly executed agreement signed by the person(s) designated in the purchase form to the effect that such person(s) agree(s) to be bound by the provisions of Paragraph 5 and subparagraph (bas defined below), at said office in cash, by check, by wire transfer or by cancellation of indebtedness, or upon a net exercise of this Warrant as provided in Sections 7 or 8 below. The Company shall give notice to 2 the Purchaser of the Initial Public Offering or Acquisition at least thirty (c30) and (d) of Paragraph 6 hereof. This Warrant shall be deemed to have been exercised, in whole or in part to the extent specified, immediately days prior to the close of business on the effective date this Warrant is surrendered and payment is made in accordance with the foregoing provisions of this Paragraph 1, and the person or persons in whose name or names the certificates for the Common Stock shall be issuable upon such exercise shall become the Holder or Holders of record of such Common Stock at that time and date. The Common Stock so purchased shall be delivered to the Holder within a reasonable time, not exceeding ten (10) business days, after the rights represented by this Warrant shall have been so exercised. If at any time this Warrant is exercised as to less than the total number of shares for which it may be exercised, and this Warrant shall not have expired, the Company shall promptly issue to the Holder a new Warrant identical in form as to this Warrant as to the remaining shares hereunderthereof.

Exercise of the Warrant. The rights represented by this Warrant may be exercised at any time on or before 5:00 p.m., New York time, on June 30March 31, 20022008, in whole or in part, by (i) the surrender of this Warrant (with the purchase form at the end hereof properly executed) at the principal executive office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the Holder at the address of the Holder appearing on the books of the Company); (ii) payment to the Company of the Warrant Price then in effect for the number of shares of Common Stock specified in the above-mentioned purchase form together with applicable stock transfer taxes, if any; and (iii) delivery to the Company of a duly executed agreement signed by the person(s) designated in the purchase form to the effect that such person(s) agree(s) to be bound by the provisions of Paragraph 5 and subparagraph (b), (c) and (d) of Paragraph 6 hereof. This Warrant shall be deemed to have been exercised, in whole or in part to the extent specified, immediately prior to the close of business on the date this Warrant is surrendered and payment is made in accordance with the foregoing provisions of this Paragraph 1, and the person or persons in whose name or names the certificates for the Common Stock shall be issuable upon such exercise shall become the Holder or Holders of record of such Common Stock at that time and date. The Common Stock so purchased shall be delivered to the Holder within a reasonable time, not exceeding ten (10) business days, after the rights represented by this Warrant shall have been so exercised. If at any time this Warrant is exercised as to less than the total number of shares for which it may be exercised, and this Warrant shall not have expired, the Company shall promptly issue to the Holder a new Warrant identical in form as to this Warrant as to the remaining shares hereunder.

Exercise of the Warrant. The rights represented by this Warrant may be exercised upon surrender to the Company, at any time on or before 5:00 p.m.its principal office, New York timeof the Warrant, on June 30, 2002, in whole or in part, by (i) the surrender of this Warrant (together with the purchase form at the end hereof properly executed) at the principal executive office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the Holder at the address of the Holder appearing on the books of the Company); (ii) Subscription Form completed and signed, and upon payment to the Company of the Warrant Exercise Price then (as defined in effect and determined in accordance with the provisions of Sections 2(e) and 6 hereof) for the number of shares Warrant Shares in respect of Common Stock specified which such Warrant is then being exercised (such surrender of Warrant, delivery of the Subscription Form and payment of the Exercise Price hereinafter called the “Exercise of the Warrant”). Upon partial exercise, a new Warrant for the unexercised Warrant Shares shall be delivered by the Company to Holder within five (5) Business Days. Subject to Section 2(f), payment of the Exercise Price shall be by delivery of cash, or a certified or official bank check in the above-mentioned purchase form amount of such Exercise Price. Subject to Section 3 hereof, upon such surrender of a Warrant and payment of the Exercise Price as aforesaid, the Company shall issue and cause to be delivered within five (5) Business Days to Holder or, upon the written order of the Holder, in such name or names as Holder may designate, a certificate or certificates for the number of Warrant Shares so purchased upon the exercise of such Warrant, together with applicable stock transfer taxescash, if any; and (iiias provided in Section 6(d) delivery to the Company hereof in lieu of a duly executed agreement signed by the person(s) designated in the purchase form to the effect that any fractional Warrant Shares otherwise issuable upon such person(s) agree(s) to be bound by the provisions of Paragraph 5 and subparagraph (b), (c) and (d) of Paragraph 6 hereofsurrender. This Warrant Such certificate or certificates shall be deemed to have been exercised, in whole or in part issued and any person so designated to the extent specified, immediately prior to the close of business on the date this Warrant is surrendered and payment is made in accordance with the foregoing provisions of this Paragraph 1, and the person or persons in whose name or names the certificates for the Common Stock be named therein shall be issuable upon such exercise shall deemed to have become the Holder or Holders a holder of record of such Common Stock at that time and date. The Common Stock so purchased shall be delivered to Warrant Shares as of the Holder within a reasonable time, not exceeding ten (10) business days, after date of the rights represented by this Warrant shall have been so exercised. If at any time this Warrant is exercised as to less than Exercise of the total number of shares for which it may be exercised, and this Warrant shall not have expired, the Company shall promptly issue to the Holder a new Warrant identical in form as to this Warrant as to the remaining shares hereunderWarrant.

Exercise of the Warrant. The rights represented by this Warrant may be exercised at any time on or before 5:00 p.m., New York time, on June 30December 31, 20022005, in whole or in part, by (i) the surrender of this Warrant (with the purchase form at the end hereof properly executed) at the principal executive office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the Holder at the address of the Holder appearing on the books of the Company); (ii) payment to the Company of the Warrant Price then in effect for the number of shares of Common Stock specified in the above-mentioned purchase form together with applicable stock transfer taxes, if any; and (iii) delivery to the Company of a duly executed agreement signed by the person(s) designated in the purchase form to the effect that such person(s) agree(s) to be bound by the provisions of Paragraph 5 and subparagraph (b), (c) and (d) of Paragraph 6 hereof. This Warrant shall be deemed to have been exercised, in whole or in part to the extent specified, immediately prior to the close of business on the date this Warrant is surrendered and payment is made in accordance with the foregoing provisions of this Paragraph 1, and the person or persons in whose name or names the certificates for the Common Stock shall be issuable upon such exercise shall become the Holder or Holders of record of such Common Stock at that time and date. The Common Stock so purchased shall be delivered to the Holder within a reasonable time, not exceeding ten (10) business days, after the rights represented by this Warrant shall have been so exercised. If at any time this Warrant is exercised as to less than the total number of shares for which it may be exercised, and this Warrant shall not have expired, the Company shall promptly issue to the Holder a new Warrant identical in form as to this Warrant as to the remaining shares hereunder.