Common use of Warrants Clause in Contracts

Warrants. This certifies that or registered assigns is the registered owner of the above indicated number of Warrants, each Warrant entitling such owner [If Warrants are attached to Other Securities and are not immediately detachable —, subject to the registered owner qualifying as a “Holder” of this Warrant Certificate, as hereinafter defined)] to purchase, at any time [after [ ] p.m., [City] time, on and] on or before [ ] p.m., [City] time, on , $ principal amount of [Title of Warrant Debt Securities] (the “Warrant Debt Securities”), of Vical Incorporated (the “Company”), issued or to be issued under the Indenture (as hereinafter defined), on the following basis: during the period from , through and including , each Warrant shall entitle the Holder thereof, subject to the provisions of this Agreement, to purchase the principal amount of Warrant Debt Securities stated in the Warrant Certificate at the warrant price (the “Warrant Price”) of % of the principal amount thereof [plus accrued amortization, if any, of the original issue discount of the Warrant Debt Securities] [plus accrued interest, if any, from the most recent date from which interest shall have been paid on the Warrant Debt Securities or, if no interest shall have been paid on the Warrant Debt Securities, from the date of their original issuance]. [The original issue discount ($ for each $1,000 principal amount of Warrant Debt Securities) will be amortized at a % annual rate, computed on a[n] [semi-]annual basis [using a 360-day year consisting of twelve 30-day months]. The Holder may exercise the Warrants evidenced hereby by providing certain information set forth on the back hereof and by paying in full, in lawful money of the United States of America, [in cash or by certified check or official bank check in New York Clearing House funds] [by bank wire transfer in immediately available funds], the Warrant Price for each Warrant Debt Security with respect to which this Warrant is exercised to the Warrant Agent (as hereinafter defined) and by surrendering this Warrant Certificate, with the purchase form on the back hereof duly executed, at the corporate trust office of [name of Warrant Agent], or its successor as warrant agent (the “Warrant Agent”), which is, on the date hereof, at the address specified on the reverse hereof, and upon compliance with and subject to the conditions set forth herein and in the Warrant Agreement (as hereinafter defined).

Warrants. This certifies that or registered assigns is the registered owner of the above indicated number of Warrants, each Warrant entitling such owner [If Warrants are attached to Other Securities and are not immediately detachable detachable—, subject to the registered owner qualifying as a “Holder” of this Warrant Certificate, as hereinafter defined)] to purchase, at any time [after [ ] p.m., [City] time, on and] on or before [ ] p.m., [City] time, on , $ principal amount of [Title of Warrant Debt Securities] (the “Warrant Debt SecuritiesWARRANT DEBT SECURITIES”), of Vical Incorporated Rigel Pharmaceuticals, Inc. (the “CompanyCOMPANY”), issued or to be issued under the Indenture (as hereinafter defined), on the following basis: during the period from , through and including , each Warrant shall entitle the Holder thereof, subject to the provisions of this Agreement, to purchase the principal amount of Warrant Debt Securities stated in the Warrant Certificate at the warrant price (the “Warrant PriceWARRANT PRICE”) of % of the principal amount thereof [plus accrued amortization, if any, of the original issue discount of the Warrant Debt Securities] [plus accrued interest, if any, from the most recent date from which interest shall have been paid on the Warrant Debt Securities or, if no interest shall have been paid on the Warrant Debt Securities, from the date of their original issuance]. [The original issue discount ($ for each $1,000 principal amount of Warrant Debt Securities) will be amortized at a % annual rate, computed on a[n] [semi-]annual basis [using a 360-day year consisting of twelve 30-day months]. The Holder may exercise the Warrants evidenced hereby by providing certain information set forth on the back hereof and by paying in full, in lawful money of the United States of America, [in cash or by certified check or official bank check in New York Clearing House funds] [by bank wire transfer in immediately available funds], the Warrant Price for each Warrant Debt Security with respect to which this Warrant is exercised to the Warrant Agent (as hereinafter defined) and by surrendering this Warrant Certificate, with the purchase form on the back hereof duly executed, at the corporate trust office of [name of Warrant Agent], or its successor as warrant agent (the “Warrant AgentWARRANT AGENT”), which is, on the date hereof, at the address specified on the reverse hereof, and upon compliance with and subject to the conditions set forth herein and in the Warrant Agreement (as hereinafter defined).

Warrants. This certifies that or registered assigns is the registered owner of the above indicated number of Warrants, each Warrant entitling such owner [If Warrants are attached to Other Securities and are not immediately detachable —, subject to the registered owner qualifying as a “Holder” of this Warrant Certificate, as hereinafter defined)] to purchase, at any time [after [ ] p.m., [City] time, on and] on or before [ ] p.m., [City] timetime , on , $ principal amount of [Title of Warrant Debt Securities] (the “Warrant Debt Securities”), of Vical Incorporated MannKind Corporation (the “Company”), issued or to be issued under the Indenture (as hereinafter defined), on the following basis: during the period from , through and including , each Warrant shall entitle the Holder thereof, subject to the provisions of this Agreement, to purchase the principal amount of Warrant Debt Securities stated in the Warrant Certificate at the warrant price (the “Warrant Price”) of % of the principal amount thereof [plus accrued amortization, if any, of the original issue discount of the Warrant Debt Securities] [plus accrued interest, if any, from the most recent date from which interest shall have been paid on the Warrant Debt Securities or, if no interest shall have been paid on the Warrant Debt Securities, from the date of their original issuance]. [The original issue discount ($ for each $1,000 principal amount of Warrant Debt Securities) will be amortized at a % annual rate, computed on a[n] [semi-]annual basis [using a 360-day year consisting of twelve 30-day months]. The Holder may exercise the Warrants evidenced hereby by providing certain information set forth on the back hereof and by paying in full, in lawful money of the United States of America, [in cash or by certified check or official bank check in New York Clearing House funds] [by bank wire transfer in immediately available funds], the Warrant Price for each Warrant Debt Security with respect to which this Warrant is exercised to the Warrant Agent (as hereinafter defined) and by surrendering this Warrant Certificate, with the purchase form on the back hereof duly executed, at the corporate trust office of [name of Warrant Agent], or its successor as warrant agent (the “Warrant Agent”), which is, on the date hereof, at the address specified on the reverse hereof, and upon compliance with and subject to the conditions set forth herein and in the Warrant Agreement (as hereinafter defined).

Warrants. This certifies that or registered assigns is the registered owner of the above indicated number of Warrants, each Warrant entitling such owner [If Warrants are attached to Other Securities and are not immediately detachable detachable—, subject to the registered owner qualifying as a “Holder” of this Warrant Certificate, as hereinafter defined)] to purchase, at any time [after [ ] p.m., [City] time, on and] on or before [ ] p.m., [City] time, on , $ principal amount of [Title of Warrant Debt Securities] (the “Warrant Debt Securities”), of Vical Incorporated Horizon Pharma, Inc. (the “Company”), issued or to be issued under the Indenture (as hereinafter defined), on the following basis: during the period from , through and including , each Warrant shall entitle the Holder thereof, subject to the provisions of this Agreement, to purchase the principal amount of Warrant Debt Securities stated in the Warrant Certificate at the warrant price (the “Warrant Price”) of % of the principal amount thereof [plus accrued amortization, if any, of the original issue discount of the Warrant Debt Securities] [plus accrued interest, if any, from the most recent date from which interest shall have been paid on the Warrant Debt Securities or, if no interest shall have been paid on the Warrant Debt Securities, from the date of their original issuance]. [The original issue discount ($ for each $1,000 principal amount of Warrant Debt Securities) will be amortized at a % annual rate, computed on a[n] [semi-]annual basis [using a 360-day year consisting of twelve 30-day months]. The Holder may exercise the Warrants evidenced hereby by providing certain information set forth on the back hereof and by paying in full, in lawful money of the United States of America, [in cash or by certified check or official bank check in New York Clearing House funds] [by bank wire transfer in immediately available funds], the Warrant Price for each Warrant Debt Security with respect to which this Warrant is exercised to the Warrant Agent (as hereinafter defined) and by surrendering this Warrant Certificate, with the purchase form on the back hereof duly executed, at the corporate trust office of [name of Warrant Agent], or its successor as warrant agent (the “Warrant Agent”), which is, on the date hereof, at the address specified on the reverse hereof, and upon compliance with and subject to the conditions set forth herein and in the Warrant Agreement (as hereinafter defined).

Warrants. This certifies that [the bearer is the] [ or registered assigns is the registered registered] owner of the above indicated number of Warrants, each Warrant entitling such owner [bearer [If Warrants are attached to Other Offered Debt Securities and Warrants which are not immediately detachable —, subject to the registered owner bearer qualifying as a “Holder” of this Warrant Certificate, as hereinafter defined)] [registered owner] to purchase, at any time [after [ ] p.m.the close of business on , [City] time, on and] on or before [ ] p.m.the close of business on , [City] time, on , $ principal amount of [Title of Warrant Debt Securities] (the “Warrant Debt Securities”), ) of Vical Incorporated First State Bancorporation (the “CompanyCorporation”), issued or to be issued under the Indenture (as hereinafter defined), on the following basis: during .* * Complete and modify the following provisions as appropriate to reflect the terms of the Warrants and the Warrant Debt Securities. [During the period from , through and including , , each Warrant shall entitle the Holder thereof, subject to the provisions of this Agreementthe Warrant Agreement (as defined below), to purchase from the Corporation the principal amount of Warrant Debt Securities stated above in the this Warrant Certificate at the warrant exercise price (the “Warrant Price”) of % of the principal amount thereof [plus accrued amortization, if any, of the original issue discount of the Warrant Debt Securities] [plus accrued interest, if any, from the most recent date from which interest shall have been paid on the Warrant Debt Securities or, if no interest shall have been paid on the Warrant Debt Securities, from , ]; [in each case, the date of their original issuance]. [The original issue discount ($ for each $1,000 principal amount of Warrant Debt Securities) will be amortized at a % annual rate, computed on a[n] [semi-]annual basis basis[, using a 360-day year consisting of twelve 30-day months] [(the “Exercise Price”)]. The Holder of this Warrant Certificate may exercise the Warrants evidenced hereby hereby, in whole or in part, by providing certain information surrendering this Warrant Certificate, with the purchase form set forth on the back hereof and hereon duly completed, accompanied [by paying payment in full, in lawful money of the United States of America, [in cash or by certified check or official bank check in New York Clearing House funds] [by bank wire transfer in immediately available funds]] [by surrender of the [specified aggregate principal amount of [identified securities]], the Warrant Exercise Price for each Warrant Debt Security with respect to which this Warrant is exercised exercised, to the Warrant Agent (as hereinafter defined) and by surrendering this Warrant Certificate, with the purchase form on the back hereof duly executed), at the corporate trust office of [name of Warrant Agent], or its successor as warrant agent (the “Warrant Agent”), which is, on the date hereof, ) [or at ,] at the address addresses specified on the reverse hereof, hereof and upon compliance with and subject to the conditions set forth herein and in the Warrant Agreement (as hereinafter defined)Agreement. This Warrant Certificate may be exercised only for the purchase of Warrant Debt Securities in the principal amount of [$1,000] or any integral multiple thereof.

Warrants. This certifies that or registered assigns is Each Warrant entitles the registered owner of the above indicated number of Warrants, each Warrant entitling such owner [If Warrants are attached to Other Securities and are not immediately detachable —, subject to the registered owner qualifying as a “Holder” of this Warrant Certificate, as hereinafter defined)] thereof to purchase, at any time [after [ ] p.m., [City] time, on and] on or before [ ] p.m., [City] time, on , $ principal amount of [Title of Warrant Debt Securities] (after the “Warrant Debt Securities”), of Vical Incorporated (the “Company”), issued or to be issued under the Indenture Effective Date (as hereinafter defined), on the following basis: during the period from , through and including , each Warrant shall entitle the Holder thereof, subject to the provisions of this Agreement, to purchase the principal amount of Warrant Debt Securities stated such term is defined in the Warrant Certificate at Agreement referred to below) and prior to 5:00 p.m. (Los Angeles, California time) on the warrant price Termination Date (as such term is defined in the Warrant Agreement referred to below), one fully paid and nonassessable share of Common Stock (as such term is defined in the Warrant Agreement referred to below) of THE CERPLEX GROUP, INC., a Delaware corporation (the “"COMPANY"), at an initial purchase price of Fifty-Nine and Three Eighths Cents ($0.59375) per share of Common Stock (the "PURCHASE PRICE") upon (i) presentation and surrender of this Warrant Price”Certificate with a form of election to purchase duly executed and (ii) of % satisfaction of the principal amount thereof [plus accrued amortizationPurchase Price in the manner set forth in the Warrant Agreement. The number of shares of Common Stock that may be purchased upon exercise of each Warrant, if anyand the Purchase Price, are the number and the Purchase Price as of the original issue discount of date hereof and are subject to adjustment under certain circumstances as provided in the Warrant Debt Securities] [plus accrued interest, if any, from the most recent date from which interest shall have been paid on the Warrant Debt Securities or, if no interest shall have been paid on the Warrant Debt Securities, from the date of their original issuance]. [The original issue discount ($ for each $1,000 principal amount of Warrant Debt Securities) will be amortized at a % annual rate, computed on a[n] [semi-]annual basis [using a 360-day year consisting of twelve 30-day months]Agreement referred to below. The Holder may exercise the Warrants evidenced hereby by providing certain information set forth on the back hereof and by paying in full, in lawful money of the United States of America, [in cash or by certified check or official bank check in New York Clearing House funds] [by bank wire transfer in immediately available funds], the Warrant Price for each Warrant Debt Security with respect to which this Warrant is exercised are issued pursuant to the Warrant Agent Agreement, dated as of April 15, 1996, as amended and restated as of April 9, 1997 (as hereinafter defined) further amended from time to time, the "WARRANT AGREEMENT"), among the Company and by surrendering certain initial holders named therein, and are subject to all of the terms, provisions and conditions thereof, which This Warrant Certificate shall be exercisable, at the election of the holder, either as an entirety or in part from time to time. If this Warrant Certificate shall be exercised in part, the holder shall be entitled to receive, upon surrender hereof, another Warrant Certificate or Warrant Certificates for the number of Warrants not exercised. This Warrant Certificate, with the purchase form on the back hereof duly executedor without other Warrant Certificates, upon surrender at the corporate trust office of [name the Company referred to in Section 1.2(b) of the Warrant Agent]Agreement, may be exchanged for another Warrant Certificate or its successor Warrant Certificates of like tenor evidencing Warrants entitling the holder to purchase a like aggregate number of shares of Common Stock as warrant agent (the “Warrants evidenced by the Warrant Agent”)Certificate or Warrant Certificates surrendered shall have entitled such holder to purchase. Except as expressly set forth in the Warrant Agreement, which is, on no holder of this Warrant Certificate shall be entitled to any right to vote or receive dividends or be deemed for any purpose the date holder of shares of Common Stock or of any other Securities of the Company that may at any time be issued upon the exercise hereof, at the address specified on the reverse hereof, and upon compliance with and subject to the conditions set forth herein and nor shall anything contained in the Warrant Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a holder of a share of Common Stock in the Company or any right to vote upon any matter submitted to holders of shares of Common Stock at any meeting thereof, or to give or withhold consent to any corporate action (whether upon any recapitalization, issuance of stock, reclassification of Securities, change of par value, consolidation, merger, conveyance, or otherwise) or, except as hereinafter definedprovided in the Warrant Agreement, to receive notice of meetings, or to receive dividends or subscription rights, or otherwise, until the Warrant or Warrants evidenced by this Warrant Certificate shall have been exercised as provided in the Warrant Agreement. Other than with respect to the original issuance of the Warrants pursuant to the Warrant Agreement, if the Warrant Certificate of the immediate transferor of the holder of this Warrant Certificate bore the second paragraph of the legend set forth above, this Warrant Certificate shall also bear such second paragraph. THIS WARRANT CERTIFICATE AND THE WARRANT AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, INTERNAL NEW YORK LAW. Exhibit A-2 39 WITNESS the signature of a proper officer of the Company as of the date first above written. THE CERPLEX GROUP, INC., By ____________________________ Name: Title: ATTEST: ---------------------------- [Assistant] Secretary (TO BE EXECUTED BY THE REGISTERED HOLDER IF SUCH HOLDER DESIRES TO TRANSFER THE WARRANT CERTIFICATE) FOR VALUE RECEIVED, ___________________________________ hereby sells, assigns and transfers unto _______________________________________________________________________________ (Please print name and address of transferee.) the accompanying Warrant Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint: _______________________________________________________________________________ attorney in fact, to transfer the accompanying Warrant Certificate on the books of the Company, with full power of substitution. Dated: _______________, _______. ________________________________ By _____________________________ NOTICE The signature to the foregoing Assignment must correspond to the name as written upon the face of the accompanying Warrant Certificate or any prior assignment thereof in every particular, without alteration or enlargement or any change whatsoever. Exhibit A-4 41 [FORM OF ELECTION TO PURCHASE] (TO BE EXECUTED BY THE REGISTERED HOLDER IF SUCH HOLDER DESIRES TO EXERCISE ANY WARRANTS REPRESENTED BY THE WARRANT CERTIFICATE) To THE CERPLEX GROUP, INC.: The undersigned hereby irrevocably elects to exercise ___________________ Warrants represented by the accompanying Warrant Certificate to purchase the shares of Common Stock issuable upon the exercise of such Warrants and requests that certificates for such shares be issued in the name of: _______________________________________________________________________________ (Please print name and address.).

Warrants. This certifies that or registered assigns is the registered owner of the above indicated number of Warrants, each Warrant entitling such owner [If Warrants are attached to Other Securities and are not immediately detachable —, subject to the registered owner qualifying as a “Holder” of this Warrant Certificate, as hereinafter defined)] to purchase, at any time [after [ ] p.m., [City] time, on and] on or before [ ] p.m., [City] time, on , $ principal amount of [Title of Warrant Debt Securities] (the “Warrant Debt Securities”), of Vical Incorporated MediciNova, Inc. (the “Company”), issued or to be issued under the Indenture (as hereinafter defined), on the following basis: during the period from , through and including , each Warrant shall entitle the Holder thereof, subject to the provisions of this Agreement, to purchase the principal amount of Warrant Debt Securities stated in the Warrant Certificate at the warrant price (the “Warrant Price”) of % of the principal amount thereof [plus accrued amortization, if any, of the original issue discount of the Warrant Debt Securities] [plus accrued interest, if any, from the most recent date from which interest shall have been paid on the Warrant Debt Securities or, if no interest shall have been paid on the Warrant Debt Securities, from the date of their original issuance]. [The original issue discount ($ for each $1,000 principal amount of Warrant Debt Securities) will be amortized at a % annual rate, computed on a[n] [semi-]annual basis [using a 360-day year consisting of twelve 30-day months]. The Holder may exercise the Warrants evidenced hereby by providing certain information set forth on the back hereof and by paying in full, in lawful money of the United States of America, [in cash or by certified check or official bank check in New York Clearing House funds] [by bank wire transfer in immediately available funds], the Warrant Price for each Warrant Debt Security with respect to which this Warrant is exercised to the Warrant Agent (as hereinafter defined) and by surrendering this Warrant Certificate, with the purchase form on the back hereof duly executed, at the corporate trust office of [name of Warrant Agent], or its successor as warrant agent (the “Warrant Agent”), which is, on the date hereof, at the address specified on the reverse hereof, and upon compliance with and subject to the conditions set forth herein and in the Warrant Agreement (as hereinafter defined).

Warrants. This certifies that [ ] or registered assigns is the registered owner of the above indicated number of Warrants, each Warrant entitling such owner Owner [If if Warrants are attached to Other Securities and are not immediately detachable detachable—, subject to the registered owner qualifying as a “Holder” of this Warrant Certificate, as hereinafter defined)] ], to purchase, at any time [after [ ] p.m., [City] time, on [ ] and] on or before [ ] p.m., [City] time, on , $ principal amount shares of [Title of Warrant Debt Securities] Common Stock, par value $0.10 per share (the “"Warrant Debt Securities”), of Vical Incorporated Martek Biosciences Corporation (the “Company”), issued or to be issued under the Indenture (as hereinafter defined), ) on the following basis: during the period from [ ], through and including [ ], each the exercise price per Warrant shall entitle the Holder thereofSecurity will be $[ ] , subject to the provisions of this Agreement, to purchase the principal amount of Warrant Debt Securities stated adjustment as provided in the Warrant Certificate at the warrant price Agreement (as hereinafter defined) (the “Warrant Price”) of % of the principal amount thereof [plus accrued amortization, if any, of the original issue discount of the Warrant Debt Securities] [plus accrued interest, if any, from the most recent date from which interest shall have been paid on the Warrant Debt Securities or, if no interest shall have been paid on the Warrant Debt Securities, from the date of their original issuance]. [The original issue discount ($ for each $1,000 principal amount of Warrant Debt Securities) will be amortized at a % annual rate, computed on a[n] [semi-]annual basis [using a 360-day year consisting of twelve 30-day months]). The Holder may exercise the Warrants evidenced hereby by providing certain information set forth on the back hereof and by paying in full, in lawful money of the United States of America, [in cash or by certified check or official bank check in New York Clearing House funds] [by bank wire transfer in immediately available funds], the Warrant Price for each Warrant Debt Security with respect to which this Warrant is exercised to the Warrant Agent (as hereinafter defined) and by surrendering this Warrant Certificate, with the purchase form on the back hereof duly executed, at the corporate trust office of [name of Warrant Agent], or its successor as warrant agent (the “Warrant Agent”), which is, on the date hereof, at the address specified on the reverse hereof, and upon compliance with and subject to the conditions set forth herein and in the Warrant Agreement (as hereinafter defined).

Warrants. This certifies that [ ] or registered assigns is the registered owner of the above indicated number of Warrants, each Warrant entitling such owner [If Warrants are attached to Other Securities and are not immediately detachable —, subject to the registered owner qualifying as a “Holder” of this Warrant Certificate, as hereinafter defined)] to purchase, at any time [after [ ] p.m.the close of business on , [City] time, on and] on or before [ ] p.m., [City] time, the close of business on , , [ shares of [title of Warrant Securities]] [$ aggregate principal amount of [Title title of Warrant Debt Securities]] (the “Warrant Debt Securities”), ) of Vical Incorporated Black Hills Corporation (the “Company”)) [, issued or to be issued under the Indenture (as hereinafter defined), ,] on the following basis: during basis.2 [During the period from , through and including , , each Warrant shall entitle the Holder thereof, subject to the provisions of this Agreement, to purchase from the principal Company the [principal] amount of Warrant Debt Securities stated above in the this Warrant Certificate at the warrant exercise price (the “Warrant Price”) of [ ] [ % of the principal amount thereof [plus accrued amortization, if any, of the original issue discount of the Warrant Debt Securities] [plus Securities][plus accrued interest, if any, from the most recent date from 2 Complete and modify the following provisions as appropriate to reflect the terms of the Warrants and the Warrant Securities. which interest shall have been paid on the Warrant Debt Securities or, if no interest shall have been paid on the Warrant Debt Securities, from , ]; [in each case, the date of their original issuance]. [The original issue discount ($ for each $1,000 principal amount of Warrant Debt Securities) will be amortized at a % annual rate, computed on a[n] [semi-]annual basis basis[, using a 360-day year consisting constituting of twelve 30-day months]] (the “Exercise Price”). The Holder of this Warrant Certificate may exercise the Warrants evidenced hereby hereby, in whole or in part, by providing certain information surrendering this Warrant Certificate, with the purchase form set forth on the back hereof and hereon duly completed, accompanied [by paying payment in full, in lawful money of the United States of America, [in cash or by certified check or official bank check in New York Clearing House funds] [by bank wire transfer in immediately available funds]], the Warrant Exercise Price for each Warrant Debt Security with respect to which this Warrant is exercised exercised, to the Warrant Agent (as hereinafter defined) and by surrendering this Warrant Certificate, with the purchase form on the back hereof duly executed), at the corporate trust office of [name of Warrant Agent], or its successor as warrant agent (the “Warrant Agent”), which is, on the date hereof, at the address addresses specified on the reverse hereof, hereof [or at ] and upon compliance with and subject to the conditions set forth herein and in the Warrant Agreement (as hereinafter defined).. This Warrant Certificate may be exercised only for the purchase of [ shares of] Warrant Securities [in the principal amount of $ ] or any integral multiple thereof. [Insert Cashless Exercise Option provisions, if applicable]

Warrants. This certifies that or registered assigns is the registered owner of the above indicated number of Warrants, each Warrant entitling such owner [If Warrants are attached to Other Securities and are not immediately detachable detachable—, subject to the registered owner qualifying as a “Holder” of this Warrant Certificate, as hereinafter defined)] to purchase, at any time [after [ ] p.m., [City] time, on and] on or before [ ] p.m., [City] time, on , $ principal amount of [Title of Warrant Debt Securities] (the “Warrant Debt SecuritiesWARRANT DEBT SECURITIES”), of Vical Incorporated Exelixis, Inc. (the “CompanyCOMPANY”), issued or to be issued under the Indenture (as hereinafter defined), on the following basis: during the period from , through and including , each Warrant shall entitle the Holder thereof, subject to the provisions of this Agreement, to purchase the principal amount of Warrant Debt Securities stated in the Warrant Certificate at the warrant price (the “Warrant PriceWARRANT PRICE”) of % of the principal amount thereof [plus accrued amortization, if any, of the original issue discount of the Warrant Debt Securities] [plus accrued interest, if any, from the most recent date from which interest shall have been paid on the Warrant Debt Securities or, if no interest shall have been paid on the Warrant Debt Securities, from the date of their original issuance]. [The original issue discount ($ for each $1,000 principal amount of Warrant Debt Securities) will be amortized at a % annual rate, computed on a[n] [semi-]annual basis [using a 360-day year consisting of twelve 30-day months]. The Holder may exercise the Warrants evidenced hereby by providing certain information set forth on the back hereof and by paying in full, in lawful money of the United States of America, [in cash or by certified check or official bank check in New York Clearing House funds] [by bank wire transfer in immediately available funds], the Warrant Price for each Warrant Debt Security with respect to which this Warrant is exercised to the Warrant Agent (as hereinafter defined) and by surrendering this Warrant Certificate, with the purchase form on the back hereof duly executed, at the corporate trust office of [name of Warrant Agent], or its successor as warrant agent (the “Warrant AgentWARRANT AGENT”), which is, on the date hereof, at the address specified on the reverse hereof, and upon compliance with and subject to the conditions set forth herein and in the Warrant Agreement (as hereinafter defined).

Warrants. This certifies that or registered assigns is the registered owner of the above indicated number of Warrants, each Warrant entitling such owner [If Warrants are attached to Other Securities and are not immediately detachable detachable—, subject to the registered owner qualifying as a “Holder” of this Warrant Certificate, as hereinafter defined)] to purchase, at any time [after [ ] p.m., [City] time, on and] on or before [ ] p.m., [City] time, on , $ principal amount of [Title of Warrant Debt Securities] (the “Warrant Debt Securities”), of Vical Incorporated Trius Therapeutics, Inc. (the “Company”), issued or to be issued under the Indenture (as hereinafter defined), on the following basis: during the period from , through and including , each Warrant shall entitle the Holder thereof, subject to the provisions of this Agreement, to purchase the principal amount of Warrant Debt Securities stated in the Warrant Certificate at the warrant price (the “Warrant Price”) of % of the principal amount thereof [plus accrued amortization, if any, of the original issue discount of the Warrant Debt Securities] [plus accrued interest, if any, from the most recent date from which interest shall have been paid on the Warrant Debt Securities or, if no interest shall have been paid on the Warrant Debt Securities, from the date of their original issuance]. [The original issue discount ($ for each $1,000 principal amount of Warrant Debt Securities) will be amortized at a % annual rate, computed on a[n] [semi-]annual basis [using a 360-day year consisting of twelve 30-day months]. The Holder may exercise the Warrants evidenced hereby by providing certain information set forth on the back hereof and by paying in full, in lawful money of the United States of America, [in cash or by certified check or official bank check in New York Clearing House funds] [by bank wire transfer in immediately available funds], the Warrant Price for each Warrant Debt Security with respect to which this Warrant is exercised to the Warrant Agent (as hereinafter defined) and by surrendering this Warrant Certificate, with the purchase form on the back hereof duly executed, at the corporate trust office of [name of Warrant Agent], or its successor as warrant agent (the “Warrant Agent”), which is, on the date hereof, at the address specified on the reverse hereof, and upon compliance with and subject to the conditions set forth herein and in the Warrant Agreement (as hereinafter defined).

Warrants. This certifies that or registered assigns is the registered owner of the above indicated number of Warrants, each Warrant entitling such owner [If Warrants are attached to Other Securities and are not immediately detachable detachable—, subject to the registered owner qualifying as a “Holder” of this Warrant Certificate, as hereinafter defined)] to purchase, at any time [after [ ] p.m., [City] time, on and] on or before [ ] p.m., [City] time, on , $ principal amount of [Title of Warrant Debt Securities] (the “Warrant Debt Securities”), of Vical Incorporated (the “Company”), issued or to be issued under the Indenture (as hereinafter defined), on the following basis: during the period from , through and including , each Warrant shall entitle the Holder thereof, subject to the provisions of this Agreement, to purchase the principal amount of Warrant Debt Securities stated in the Warrant Certificate at the warrant price (the “Warrant Price”) of % of the principal amount thereof [plus accrued amortization, if any, of the original issue discount of the Warrant Debt Securities] [plus accrued interest, if any, from the most recent date from which interest shall have been paid on the Warrant Debt Securities or, if no interest shall have been paid on the Warrant Debt Securities, from the date of their original issuance]. [The original issue discount ($ for each $1,000 principal amount of Warrant Debt Securities) will be amortized at a % annual rate, computed on a[n] [semi-]annual basis [using a 360-day year consisting of twelve 30-day months]. The Holder may exercise the Warrants evidenced hereby by providing certain information set forth on the back hereof and by paying in full, in lawful money of the United States of America, [in cash or by certified check or official bank check in New York Clearing House funds] [by bank wire transfer in immediately available funds], the Warrant Price for each Warrant Debt Security with respect to which this Warrant is exercised to the Warrant Agent (as hereinafter defined) and by surrendering this Warrant Certificate, with the purchase form on the back hereof duly executed, at the corporate trust office of [name of Warrant Agent], or its successor as warrant agent (the “Warrant Agent”), which is, on the date hereof, at the address specified on the reverse hereof, and upon compliance with and subject to the conditions set forth herein and in the Warrant Agreement (as hereinafter defined).

Warrants. This certifies that [ ] or registered assigns is the registered owner of the above indicated number of Warrants, each Warrant entitling such owner Owner [If if Warrants are attached to Other Securities and are not immediately detachable detachable—, subject to the registered owner qualifying as a “Holder” of this Warrant Certificate, as hereinafter defined)],] to purchase, at any time [after [ ] p.m., [City] time, on [ ] and] on or before [ ] p.m., [City] time, on , $ principal amount shares of [Title of Warrant Debt Securities] (the “Warrant Debt Securities”), of Vical Incorporated Duratek, Inc. (the “Company”), issued or to be issued under the Indenture (as hereinafter defined), ) on the following basis: during the period from [ ], through and including [ ], each the exercise price per Warrant shall entitle the Holder thereofSecurity will be $[ ] , subject to the provisions of this Agreement, to purchase the principal amount of Warrant Debt Securities stated adjustment as provided in the Warrant Certificate at the warrant price Agreement (as hereinafter defined) (the “Warrant Price”) of % of the principal amount thereof [plus accrued amortization, if any, of the original issue discount of the Warrant Debt Securities] [plus accrued interest, if any, from the most recent date from which interest shall have been paid on the Warrant Debt Securities or, if no interest shall have been paid on the Warrant Debt Securities, from the date of their original issuance]. [The original issue discount ($ for each $1,000 principal amount of Warrant Debt Securities) will be amortized at a % annual rate, computed on a[n] [semi-]annual basis [using a 360-day year consisting of twelve 30-day months]). The Holder may exercise the Warrants evidenced hereby by providing certain information set forth on the back hereof and by paying in full, in lawful money of the United States of America, [in cash or by certified check or official bank check in New York Clearing House funds] [by bank wire transfer in immediately available funds], the Warrant Price for each Warrant Debt Security with respect to which this Warrant is exercised to the Warrant Agent (as hereinafter defined) and by surrendering this Warrant Certificate, with the purchase form on the back hereof duly executed, at the corporate trust office of [name of Warrant Agent], or its successor as warrant agent (the “Warrant Agent”), which is, on the date hereof, at the address specified on the reverse hereof, and upon compliance with and subject to the conditions set forth herein and in the Warrant Agreement (as hereinafter defined).

Warrants. This certifies that or registered assigns is the registered owner of the above indicated number of Warrants, each Warrant entitling such owner [If Warrants are attached to Other Securities and are not immediately detachable —, subject to the registered owner qualifying as a “Holder” of this Warrant Certificate, as hereinafter defined)] to purchase, at any time [after [ ] p.m., [City] time, on and] on or before [ ] p.m., [City] time, on , $ principal amount of [Title of Warrant Debt Securities] certificate (the “Warrant Debt SecuritiesCertificate”)) is issued pursuant to a warrant agreement, of Vical Incorporated dated August 3, 2006, between Under Armour, Inc., a Maryland corporation (the “Company”), issued or and NFL Properties LLC, a Delaware limited liability company, as amended from time to be issued under the Indenture (as hereinafter defined), on the following basis: during the period from , through and including , each Warrant shall entitle the Holder thereof, subject to the provisions of this Agreement, to purchase the principal amount of Warrant Debt Securities stated in the Warrant Certificate at the warrant price time (the “Warrant PriceAgreement”). This Warrant Certificate certifies that , or its registered assigns, is the registered holder of an aggregate of Series [A][B] warrants (the “Warrants”) to purchase shares of % of Class A common stock, par value $0.0003 1/3 per share (the principal amount thereof [plus accrued amortization, if any“Common Shares”), of the original issue discount of Company. Each Warrant entitles the Warrant Debt Securities] [plus accrued interest, if any, holder to purchase from the most recent date from which interest shall have been paid Company, commencing [for Series A Warrants, include: on the Warrant Debt Securities or, if no interest shall have been paid on the Warrant Debt Securities, from first anniversary of the date of their original issuance]. [The original issue discount ($ for each $1,000 principal amount issuance of Warrant Debt Securities) will be amortized at a % annual ratethe Warrants][for Series B Warrants, computed on a[n] [semi-]annual basis [using a 360-day year consisting of twelve 30-day months]. The Holder may exercise the Warrants evidenced hereby by providing certain information set forth include: on the back hereof and by paying in full, in lawful money third anniversary of the United States date of Americaissuance of the Warrants], [in cash or by certified check or official bank check in and terminating at 5:00 p.m., New York Clearing House funds] [by bank wire transfer in immediately available funds]City time, the Warrant Price for each Warrant Debt Security with respect to which this Warrant is exercised to the Warrant Agent (as hereinafter defined) and by surrendering this Warrant Certificate, with the purchase form on the back hereof duly executedExpiration Date, 1.00 Common Shares (such number of Common Shares subject to adjustment as described below) at the corporate trust office an exercise price per Warrant of [name of Warrant Agent], or its successor as warrant agent $36.99 (the “Warrant AgentExercise Price”), which isupon surrender of this Warrant Certificate and payment of the Exercise Price at any office or agency maintained for that purpose by the Company (each, on the date hereofa “Warrant Office”), at the address specified on the reverse hereof, and upon compliance with and subject to the conditions set forth herein and in the Warrant Agreement. No Warrant may be exercised after 5:00 p.m., New York City time, on the Expiration Date, and to the extent not exercised by such time such Warrants shall become void. The Warrants evidenced by this Warrant Certificate are part of a duly authorized issue of Warrants and are issued pursuant to the Warrant Agreement, duly executed and delivered by the Company for the benefit of the holders (the words “holders” or “holder” meaning the registered holders or registered holder), from time to time, of the Warrants, which Warrant Agreement is hereby incorporated by reference in and made a part of this instrument and is hereby referred to for a description of the rights, limitation of rights, obligations, duties and immunities thereunder of the Company and the holders of the Warrants. A copy of the Warrant Agreement may be obtained by the holder hereof upon written request to the Company. Capitalized terms used herein without definition shall have the meanings ascribed to them in the Warrant Agreement. The holder of Warrants evidenced by this Warrant Certificate may exercise them by surrendering this Warrant Certificate, with the form of election to purchase set forth hereon properly completed and executed, together with payment of the Exercise Price in lawful money of the United States of America at any Warrant Office or on a net settlement basis. In the event that upon any exercise of Warrants evidenced hereby the number of Warrants exercised shall be less than the total number of Warrants evidenced hereby, there shall be issued to the holder hereof or his assignee a new Warrant Certificate evidencing the number of Warrants not exercised. No adjustment shall be made for any dividends on any Common Shares issuable upon exercise of this Warrant. The Warrant Agreement provides that upon the occurrence of certain events the number of Common Shares issuable upon the exercise of each Warrant shall, subject to certain conditions, be adjusted. No fractions of a Common Share will be issued upon the exercise of any Warrant, but the Company will pay in cash the Fair Market Value of any fraction of a Common Share that would otherwise be issuable upon the exercise of any Warrant. Warrant Certificates, when surrendered at any Warrant Office by the registered holder thereof in person or by legal representative or attorney duly authorized in writing, may be exchanged for a new Warrant Certificate or new Warrant Certificates evidencing in the aggregate a like number of Warrants, in the manner and subject to the limitations provided in the Warrant Agreement, without charge except for any Tax or other governmental charge imposed in connection therewith. Upon due presentment for registration of transfer of this Warrant Certificate at any Warrant Office, a new Warrant Certificate evidencing in the aggregate a like number of Warrants shall be issued to the transferee in exchange for this Warrant Certificate, subject to the limitations provided in the Warrant Agreement, without charge except for any Tax or other governmental charge imposed in connection therewith. The Company may deem and treat the registered holder hereof as the absolute owner of this Warrant Certificate (notwithstanding any notation of ownership or other writing hereon made by anyone) for the purpose of any exercise hereof and for all other purposes, and the Company shall not be affected by any notice to the contrary. The Common Shares issuable upon exercise of this Warrant shall constitute Registrable Securities (as hereinafter definedsuch term is defined in that certain Registration Rights Agreement, of even date herewith, by and between the Company and NFL Properties (the “Registration Rights Agreement”)). Each Holder (as defined in the Registration Rights Agreement) shall be entitled to all of the benefits afforded to a holder of any such Registrable Securities under the Registration Rights Agreement and each such Warrant holder, by its acceptance of the Warrant, agrees to be bound by and to comply with the terms and conditions of the Registration Rights Agreement applicable to such Warrant holder as a holder of such Registrable Securities. The Company shall use its reasonable best efforts to cause the Common Shares issuable upon the exercise of this Warrant, when issued, to be listed on each securities exchange or quotation system on which securities of the same class are listed or traded. THIS WARRANT CERTIFICATE AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL MATTERS ARISING OUT OF OR RELATING IN ANY WAY TO THIS WARRANT CERTIFICATE, SHALL BE GOVERNED BY THE LAW OF THE STATE OF NEW YORK. WITNESS the seal of the Company and signatures of its duly authorized officers. Dated , 2006: UNDER ARMOUR, INC. [Seal] By Name: Title: Attest: By Name: Title: (FORM OF ELECTION TO EXERCISE) (To be executed upon exercise of Warrants on the Exercise Date) The undersigned hereby irrevocably elects to exercise of the Warrants represented by this Warrant Certificate and (i) purchase the whole number of Underlying Shares issuable upon the exercise of such Warrants and tenders payment for such Underlying Shares in the amount of US$ in cash, by certified or official bank check or by Federal wire transfer, in accordance with the terms hereof or (ii) hereby elects to receive a number of Underlying Shares equal to (A) the number of Underlying Shares for which such Warrants are exercised minus (B) the number of Underlying Shares that could be acquired at the last reported per share sale price of the Common Shares on the Nasdaq Global Market on the date of such exercise for an amount in cash equal to the aggregate Exercise Price for such Warrants (excluding any brokerage fees or other costs or commissions). The undersigned requests that a certificate representing such Underlying Shares be registered in the name of whose address is and that such certificate be delivered to whose address is . Any cash payments to be paid in lieu of a fractional Common Share should be made to whose address is and the check representing payment thereof should be delivered to whose address is . Dated , Name of holder of Warrant Certificate: (Please Print) Tax Identification or Social Security Number: Address: ______________________ ______________________ ______________________ Signature: Note: The above signature must correspond with the name as written upon the face of this Warrant Certificate in every particular, without alteration or enlargement or any change whatever. Dated , [FORM OF ASSIGNMENT] For value received hereby sells, assigns and transfers unto the within Warrant Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint attorney, to transfer said Warrant Certificate on the books of the within-named Company, with full power of substitution in the premises. Dated , Signature: Note: The above signature must correspond with the name as written upon the face of this Warrant Certificate in every particular, without alteration or enlargement or any change whatever. Exhibit B CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF WARRANTS Re: Warrants to Purchase Common Shares (the “Warrants”) of Under Armour, Inc. This Certificate relates to Warrants held in certificated form by (the “Transferor” ). The Transferor has requested the Company by written order to exchange or register the transfer of a Warrant or Warrants. In connection with such request and in respect of each such Warrant, the Transferor does hereby certify that the Transferor is familiar with the Warrant Agreement relating to the above captioned Warrants and the restrictions on transfers thereof as provided in Section 3.03 of such Agreement, and that the transfer of this Warrant does not require registration under the Securities Act of 1933, as amended (the “Act”) because*: Such Warrant is being acquired for the Transferor’s own account, without transfer. Such Warrant is being transferred in reliance on and in compliance with an exemption from the registration requirements of the Act. By: (Name of Transferor) Date: * Check applicable box.

Warrants. This certifies that or registered assigns is The shares of Common Stock and the registered owner of Warrants will be immediately separable. practicable, but in no event later than 10 business days following the above indicated number of Warrants, each Warrant entitling such owner [If Warrants are attached to Other Securities and are not immediately detachable —, subject to the registered owner qualifying as a “Holder” of this Warrant Certificate, as hereinafter defined)] to purchase, at any time [after [ ] p.m., [City] time, on and] on or before [ ] p.m., [City] time, on , $ principal amount of [Title of Warrant Debt Securities] (the “Warrant Debt Securities”), of Vical Incorporated (the “Company”), issued or to be issued under the Indenture (as hereinafter defined), on the following basis: during the period from , through and including , each Warrant shall entitle the Holder thereof, subject to the provisions date of this Agreement, or on such later date or at such different location as the parties hereto shall agree in writing, but not prior to the date that the conditions for Closing set forth below have been satisfied or waived by the appropriate party (the "Closing Date"). At the Closing, the Company shall deliver to the Purchaser (i) one or more stock certificates registered in the name of the Purchaser, or, if so indicated on the Securities Certificate Questionnaire attached hereto as Appendix I, in such nominee name(s) as designated by the Purchaser, representing the number of Shares set forth in Section 2 above and (ii) one or more warrant certificates registered in the name of the Purchaser, or, if so indicated on the Securities Certificate Questionnaire attached hereto as Appendix I, in such nominee name(s) as designated by Purchaser, representing the number of Warrants set forth in Section 2 above, each bearing an appropriate legend referring to the fact that the Securities have not been registered under the Securities Act of 1933, as amended (the "Securities Act"). The name(s) in which the certificates are to be registered are set forth in the Securities Certificate Questionnaire attached hereto as Appendix I. The Company's obligation to complete the purchase and sale of the principal Securities and deliver such certificates to the Purchaser at the Closing shall be subject to the following conditions, any one or more of which may be waived by the Company: (a) receipt by the Company of same-day funds in the full amount of Warrant Debt the purchase price for the Securities stated being purchased hereunder; (b) the accuracy in the Warrant Certificate at the warrant price (the “Warrant Price”) of % all material respects of the principal amount thereof [plus accrued amortization, representations and warranties made by the Purchasers (as if any, such representations and warranties were made on the Closing Date) and the fulfillment of those undertakings of the original issue discount Purchasers to be fulfilled prior to the Closing; (c) no proceeding challenging this Agreement or any of the Warrant Debt Securities] [plus accrued interestAgreements with any of the Other Purchasers or the transactions contemplated hereby or thereby or seeking to prohibit, if anyalter, from prevent or materially delay the most recent date from which interest Closing shall have been paid instituted or shall be pending before any court, arbitrator or governmental body, agency or official; and (d) the sale of Securities shall not be prohibited by any law or governmental order or regulation. The Purchaser's obligation to accept delivery of such certificates and to pay for the Securities evidenced thereby shall be subject to the following conditions, any one or more of which may be waived by the Purchaser: (a) each of the representations and warranties of the Company made herein shall be accurate in all material respects (except for such representations and warranties which already have been qualified as to materiality, which shall be true and correct in all respects) as of the date of this Agreement and as of the Closing Date (except any such representations and warranties that expressly relate to a specified date, in which case, as of such specified date); (b) the delivery to the Placement Agent and the Purchaser by counsel to the Company of a legal opinion in substantially the form attached hereto as Exhibit A; (c) the fulfillment in all material respects of those undertakings of the Company to be fulfilled prior to Closing; (d) each of the Company and StockTrans, Inc. shall have executed that certain Warrant Agreement in substantially the form attached hereto as Exhibit B; (e) each of the executive officers and directors of the Company and each stockholder of the Company listed on Schedule I hereto shall have executed a "lock-up" letter agreement in substantially the Warrant Debt Securities orform attached hereto as Exhibit C; (f) the delivery to the Purchaser of a certificate executed by the chief executive officer and the chief financial or accounting officer of the Company, if dated as of the Closing Date, to the effect that the representations and warranties of the Company set forth in Section 4 hereto are true and correct in all material respects (except for such representations and warranties which already have been qualified as to materiality, which shall be true and correct in all respects) as of the date of this Agreement and as of the Closing Date (except any such representations and warranties that expressly relate to a specified date, in which case, as of such specified date) (except for such changes or modification as are specified therein) and that the Company has, in all material respects, complied with all the agreements and satisfied all the conditions herein on its part to be performed or satisfied on or prior to such Closing Date (g) no interest proceeding challenging this Agreement or any of the Agreements with any of the Other Purchasers or the transactions contemplated hereby or thereby or seeking to prohibit, alter, prevent or materially delay the Closing shall have been paid instituted or shall be pending before any court, arbitrator or governmental body, agency or official; (h) the sale of Securities shall not be prohibited by any law or governmental order or regulation; (i) that the Common Stock shall be quoted on the Nasdaq National Market System and the Shares and Warrant Debt SecuritiesShares duly approved for quotation thereon and (j) Purchaser and other Purchasers together shall have purchased the Minimum Raise pursuant to the Agreements. Except as aforesaid, the Purchaser's obligations hereunder are expressly not conditioned on the purchase by any or all of the Other Purchasers of the Securities that they have agreed to purchase from the date of their original issuance]. [The original issue discount ($ for each $1,000 principal amount of Warrant Debt Securities) will be amortized at a % annual rate, computed on a[n] [semi-]annual basis [using a 360-day year consisting of twelve 30-day months]. The Holder may exercise the Warrants evidenced hereby by providing certain information set forth on the back hereof and by paying in full, in lawful money of the United States of America, [in cash or by certified check or official bank check in New York Clearing House funds] [by bank wire transfer in immediately available funds], the Warrant Price for each Warrant Debt Security with respect to which this Warrant is exercised to the Warrant Agent (as hereinafter defined) and by surrendering this Warrant Certificate, with the purchase form on the back hereof duly executed, at the corporate trust office of [name of Warrant Agent], or its successor as warrant agent (the “Warrant Agent”), which is, on the date hereof, at the address specified on the reverse hereof, and upon compliance with and subject to the conditions set forth herein and in the Warrant Agreement (as hereinafter defined)Company.

Warrants. This certifies that [ ] or registered assigns is the registered owner of the above indicated number of Warrants, each Warrant entitling such owner [If if Warrants are attached to Other Securities and are not immediately detachable detachable—, subject to the registered owner qualifying as a “Holder” of this Warrant Certificate, as hereinafter defined),] to purchase, at any time [after [ ] p.m., [City] time, on [ ] and] on or before [ ] p.m., [City] time, on , $ principal amount shares of [Title of Warrant Debt Securities] Common Stock, par value $0.01 per share (the “Warrant Debt SecuritiesWARRANT SECURITIES”), of Vical Incorporated Sirna Therapeutics, Inc. (the “CompanyCOMPANY”), issued or to be issued under the Indenture (as hereinafter defined), ) on the following basis: during the period from [ ], through and including [ ], each the exercise price per Warrant shall entitle the Holder thereofSecurity will be $[ ] , subject to the provisions of this Agreement, to purchase the principal amount of Warrant Debt Securities stated adjustment as provided in the Warrant Certificate at the warrant price Agreement (as hereinafter defined) (the “Warrant PriceWARRANT PRICE”) of % of the principal amount thereof [plus accrued amortization, if any, of the original issue discount of the Warrant Debt Securities] [plus accrued interest, if any, from the most recent date from which interest shall have been paid on the Warrant Debt Securities or, if no interest shall have been paid on the Warrant Debt Securities, from the date of their original issuance]. [The original issue discount ($ for each $1,000 principal amount of Warrant Debt Securities) will be amortized at a % annual rate, computed on a[n] [semi-]annual basis [using a 360-day year consisting of twelve 30-day months]). The Holder may exercise the Warrants evidenced hereby by providing certain information set forth on the back hereof and by paying in full, in lawful money of the United States of America, [in cash or by certified check or official bank check in New York Clearing House funds] [by bank wire transfer in immediately available funds], the Warrant Price for each Warrant Debt Security with respect to which this Warrant is exercised to the Warrant Agent (as hereinafter defined) and by surrendering this Warrant Certificate, with the purchase form on the back hereof duly executed, at the corporate trust office of [name of Warrant Agent], or its successor as warrant agent (the “Warrant AgentWARRANT AGENT”), which is, on the date hereof, at the address specified on the reverse hereof, and upon compliance with and subject to the conditions set forth herein and in the Warrant Agreement (as hereinafter defined).

Warrants. This certifies that or registered assigns is Each Warrant entitles the registered owner of the above indicated number of Warrants, each Warrant entitling such owner [If Warrants are attached to Other Securities and are not immediately detachable —, subject to the registered owner qualifying as a “Holder” of this Warrant Certificate, as hereinafter defined)] thereof to purchase, at any time [after [ ] p.m., [City] time, on and] on or before [ ] p.m., [City] time, on , $ principal amount of [Title of Warrant Debt Securities] (after the “Warrant Debt Securities”), of Vical Incorporated (the “Company”), issued or to be issued under the Indenture Effective Date (as hereinafter defined), on the following basis: during the period from , through and including , each Warrant shall entitle the Holder thereof, subject to the provisions of this Agreement, to purchase the principal amount of Warrant Debt Securities stated such term is defined in the Warrant Certificate Agreement referred to below) and prior to 5:00 p.m. (Los Angeles, California time) on the Termination Date (as such term is defined in the Warrant Agreement referred to below), one fully paid and nonassessable share of Common Stock (as such term is defined in the Warrant Agreement referred to below) of THE CERPLEX GROUP, INC., a Delaware corporation (the "COMPANY"), at the warrant price Initial Purchase Price of __________ ($_____) per share of Common Stock (the “"PURCHASE PRICE") upon (i) presentation and surrender of this Warrant Price”Certificate with a form of election to purchase duly executed and (ii) of % satisfaction of the principal amount thereof [plus accrued amortizationPurchase Price in the manner set forth in the Warrant Agreement. The number of shares of Common Stock that may be purchased upon exercise of each Warrant, if anyand the Purchase Price, are the number and the Purchase Price as of the original issue discount date hereof and are subject to adjustment under certain circumstances as provided in the Warrant Agreement referred to below. The Warrants are issued pursuant to the Warrant Agreement, dated as of April 15, 1996, as amended and restated as of April 9, 1997 and as further amended and restated as of August 20, 1997 (as further amended from time to time, the "WARRANT 43 AGREEMENT"), among the Company and certain initial holders named therein, and are subject to all of the terms, provisions and conditions thereof, which Warrant Agreement is hereby incorporated herein by reference and made a part hereof and to which Warrant Agreement reference is hereby made for a full description of the rights, obligations, duties and immunities of the Company and the holders of the Warrant Debt Securities] [plus accrued interestCertificates. Capitalized terms used, if anybut not defined, from herein have the most recent date from which interest shall have been paid on meanings assigned to then, in the Warrant Debt Securities orAgreement. This Warrant Certificate shall be exercisable, if no interest shall have been paid on at the Warrant Debt Securities, from the date of their original issuance]. [The original issue discount ($ for each $1,000 principal amount of Warrant Debt Securities) will be amortized at a % annual rate, computed on a[n] [semi-]annual basis [using a 360-day year consisting of twelve 30-day months]. The Holder may exercise the Warrants evidenced hereby by providing certain information set forth on the back hereof and by paying in full, in lawful money election of the United States of Americaholder, [either as an entirety or in cash or by certified check or official bank check part from time to time. If this Warrant Certificate shall be exercised in New York Clearing House funds] [by bank wire transfer in immediately available funds]part, the holder shall be entitled to receive, upon surrender hereof, another Warrant Price Certificate or Warrant Certificates for each Warrant Debt Security with respect to which this Warrant is exercised to the Warrant Agent (as hereinafter defined) and by surrendering this number of Warrants not exercised. This Warrant Certificate, with the purchase form on the back hereof duly executedor without other Warrant Certificates, upon surrender at the corporate trust office of [name the Company referred to in Section 1.2(b) of the Warrant Agent]Agreement, may be exchanged for another Warrant Certificate or its successor Warrant Certificates of like tenor evidencing Warrants entitling the holder to purchase a like aggregate number of shares of Common Stock as warrant agent (the “Warrants evidenced by the Warrant Agent”)Certificate or Warrant Certificates surrendered shall have entitled such holder to purchase. Except as expressly set forth in the Warrant Agreement, which is, on no holder of this Warrant Certificate shall be entitled to any right to vote or receive dividends or be deemed for any purpose the date holder of shares of Common Stock or of any other Securities of the Company that may at any time be issued upon the exercise hereof, at the address specified on the reverse hereof, and upon compliance with and subject to the conditions set forth herein and nor shall anything contained in the Warrant Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a holder of a share of Common Stock in the Company or any right to vote upon any matter submitted to holders of shares of Common Stock at any meeting thereof, or to give or withhold consent to any corporate action (whether upon any recapitalization, issuance of stock, reclassification of Securities, change of par value, consolidation, merger, conveyance, or otherwise) or, except as hereinafter defined)provided in the Warrant Agreement, to receive notice of meetings, or to receive dividends or subscription rights, or otherwise, until the Warrant or Warrants evidenced by this Warrant Certificate shall have been exercised as provided in the Warrant Agreement. Other than with respect to the original issuance of the Warrants pursuant to the Warrant Agreement, if the Warrant Certificate of the immediate transferor of the holder of this Warrant Certificate bore the second paragraph of the legend set forth above, this Warrant Certificate shall also bear such second paragraph. THIS WARRANT CERTIFICATE AND THE WARRANT AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, INTERNAL NEW YORK LAW. 44 WITNESS the signature of a proper officer of the Company as of the date first above written. THE CERPLEX GROUP, INC., By ____________________________ Name: Title: ATTEST: ---------------------------- [Assistant] Secretary 45 [FORM OF ASSIGNMENT] (TO BE EXECUTED BY THE REGISTERED HOLDER IF SUCH HOLDER DESIRES TO TRANSFER THE WARRANT CERTIFICATE) FOR VALUE RECEIVED, ___________________________________ hereby sells, assigns and transfers unto --------------------------------------------------------------------- (Please print name and address of transferee.) the accompanying Warrant Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint: ---------------------------------------------------------------------- attorney in fact, to transfer the accompanying Warrant Certificate on the books of the Company, with full power of substitution. Dated: _______________, _______. -------------------------------- By _____________________________ NOTICE The signature to the foregoing Assignment must correspond to the name as written upon the face of the accompanying Warrant Certificate or any prior assignment thereof in every particular, without alteration or enlargement or any change whatsoever. (TO BE EXECUTED BY THE REGISTERED HOLDER IF SUCH HOLDER DESIRES TO EXERCISE ANY WARRANTS REPRESENTED BY THE WARRANT CERTIFICATE) To THE CERPLEX GROUP, INC.: The undersigned hereby irrevocably elects to exercise ___________________ Warrants represented by the accompanying Warrant Certificate to purchase the shares of Common Stock issuable upon the exercise of such Warrants and requests that certificates for such shares be issued in the name of: ------------------------------------------------------------------------ (Please print name and address.) ------------------------------------------------------------------------ (Please insert social security or other identifying number.) If such number of Warrants shall not be all the Warrants evidenced by the accompanying Warrant Certificate, a new Warrant Certificate for the balance remaining of such Warrants shall be registered in the name of and delivered to: ------------------------------------------------------------------------ (Please print name and address.) ------------------------------------------------------------------------ (Please insert social security or other identifying number.) Dated: ________________, ____. ----------------------------- By __________________________ NOTICE The signature to the foregoing Election to Purchase must correspond to the name as written upon the face of the accompanying Warrant Certificate or any prior 47 assignment thereof in every particular, without alteration or enlargement or any change whatsoever. 48 EXHIBIT B DETERMINATION OF FAIR MARKET SHARE PRICE.

Warrants. This Warrant Certificate certifies that the registered holder hereof or its registered assigns assigns, is the registered owner holder of Warrants expiring March __, 2003 (the above indicated number "Warrants") to purchase Common Stock, $0.01 par value per share (the "Common Stock"), of WarrantsCPS Systems, each Inc., a Texas corporation (the "Company"). Each Warrant entitling such owner [If Warrants are attached entitles the holder upon exercise to Other Securities and are not immediately detachable —receive from the Company from 10:00 a.m., subject to the registered owner qualifying as a “Holder” of this Warrant Certificate, as hereinafter defined)] to purchase, at any time [after [ ] p.m., [City] Pacific time, on and] on or before [ ] March __, 1999 through and until 6:00 p.m., [City] Pacific time, on March __, $ principal amount 2003, one fully paid and nonassessable share of [Title of Common Stock (a "Warrant Debt Securities] (the “Warrant Debt Securities”), of Vical Incorporated (the “Company”), issued or to be issued under the Indenture (as hereinafter defined), on the following basis: during the period from , through and including , each Warrant shall entitle the Holder thereof, subject to the provisions of this Agreement, to purchase the principal amount of Warrant Debt Securities stated in the Warrant Certificate Share") at the warrant initial exercise price (the “"Warrant Price”") of % of the principal amount thereof [plus accrued amortization, if any, of the original issue discount of the Warrant Debt Securities] [plus accrued interest, if any, from the most recent date from which interest shall have been paid on the Warrant Debt Securities or, if no interest shall have been paid on the Warrant Debt Securities, from the date of their original issuance]. [The original issue discount ($ for each $1,000 principal amount of Warrant Debt Securities) will be amortized at a % annual rate, computed on a[n] [semi-]annual basis [using a 360-day year consisting of twelve 30-day months]. The Holder may exercise the Warrants evidenced hereby by providing certain information set forth on the back hereof and by paying in full, _____ payable in lawful money of the United States of America, [in cash or by certified check or official bank check in New York Clearing House funds] [by bank wire transfer in immediately available funds], America upon surrender of this Warrant Certificate and payment of the Warrant Price for each Warrant Debt Security with respect to which this Warrant is exercised to the Warrant Agent (as hereinafter defined) and by surrendering this Warrant Certificate, with the purchase form on the back hereof duly executed, at the corporate trust office of [name of Warrant Agent], or its successor as warrant agent (the “Warrant Agent”), which is, on the date hereof, at the address specified on the reverse hereof, and upon compliance with and subject to the conditions set forth herein and in the Warrant Agreement referred to on the reverse hereof. The Warrant Price and number of Warrant Shares issuable upon exercise of the Warrants are subject to adjustment upon the occurrence of certain events set forth in the Warrant Agreement. No Warrant may be exercised after 6:00 p.m., Pacific Time, on March __, 2003 (the "Expiration Date"). Notwithstanding the foregoing, if at 6:00 p.m., Pacific time on the Expiration Date, any Holder or Holders of the Warrants have not exercised their Warrants and the Closing Price (as hereinafter defined)defined in the Warrant Agreement) for the Common Stock on the Expiration Date is greater than the Warrant Price, then each such unexercised Warrant shall be automatically converted into a number of shares of Common Stock of the Company equal to: (A) the number of shares of Common Stock then issuable upon exercise of a Warrant multiplied by (B) a fraction (1) the numerator of which is the difference between the Closing Price for the Common Stock on the Expiration Date and the Warrant Price and (2) the denominator of which is the Closing Price for the Warrant Stock on the Expiration Date. Reference is hereby made to the further provisions of this Warrant Certificate set forth on the reverse hereof and such further provisions shall for all purposes have the same effect as though fully set forth at this price. This Warrant Certificate shall not be valid unless countersigned by the Company.

Warrants. This certifies that [the bearer is the] [ or registered assigns is the registered registered] owner of the above indicated number of Warrants, each Warrant entitling such owner [bearer [If Warrants are attached to Other Offered Debt Securities and Warrants which are not immediately detachable —--, subject to the registered owner bearer qualifying as a “"Holder” " of this Warrant Certificate, as hereinafter defined)]] [registered owner] to purchase, at any time [after [ ] p.m.the close of business on , [City] time19 , on and] on at or before [ ] p.m.the close of business on , [City] time, on 19 , $ principal amount of [Title of Warrant Debt Securities] (the “"Warrant Debt Securities”), ") of Vical Incorporated 360(degree) Communications Company (the “"Company”), ") issued or to be issued under the Indenture (as hereinafter defined), on the following basis: during . [During the period from , 19 through and including , 19 ,] each Warrant shall entitle the Holder thereof, subject to the provisions of this Agreementhereof, to purchase from the Company the principal amount of Warrant Debt Securities stated above in the this Warrant Certificate at the warrant exercise price (the “Warrant Price”) of % of the principal amount thereof [plus accrued amortization, if any, of the original issue discount of the Warrant Debt Securities] [plus accrued interest, if any, from the most recent date from which interest shall have been paid on the Warrant Debt Securities or, if no interest shall have been paid on the Warrant Debt Securities, from , 19 ]; [in each case, the date of their original issuance]. [The original issue discount ($ for each $1,000 principal amount of Warrant Debt Securities) will be amortized at a % annual rate, computed on a[n] [semi-]annual semi-] annual basis [, using a 360-day year consisting of twelve 30-day months]] (the "Exercise Price"). The Holder of this Warrant Certificate may exercise the Warrants evidenced hereby hereby, in whole or in part, by providing certain information surrendering this Warrant Certificate, with the purchase form set forth on the back hereof and hereon duly completed, accompanied [by paying payment in full, in lawful money of the United States of America, ,] [in cash or by certified check or official bank check in New York Clearing House funds] [by bank wire transfer in immediately available funds] [by surrender of the [specified aggregate principal amount of [identified securities]], of the Warrant Exercised Price for each Warrant Debt Security with respect to which this Warrant is exercised exercised, to the Warrant Agent (as hereinafter defined) and by surrendering this Warrant Certificate, with the purchase form on the back hereof duly executed), at the corporate trust office of [name of Warrant Agent], or its successor as warrant agent Warrant Agent (the “"Warrant Agent”), which is, on the date hereof, ") [or at ,] at the address specified on the reverse hereof, hereof and upon compliance with and subject to the conditions set forth herein and in the Warrant Agreement (as hereinafter defined). This Warrant Certificate may be exercised only for the purchase of Warrant Securities in the principle amount of [$1,000] or any integral multiple thereof.

Warrants. This certifies that or registered assigns is the registered owner of the above indicated number of Warrants, each Warrant entitling such owner Owner [If Warrants are attached to Other Securities and are not immediately detachable detachable—, subject to the registered owner qualifying as a “Holder” of this Warrant Certificate, as hereinafter defined)] ]], to purchase, at any time [after [ ] p.m., [City] time, on and] on or before [ ] p.m., [City] time, on , of $ principal amount of [Title of Warrant Debt Securities] (the “Warrant Debt Securities”), of Vical Incorporated Martek Biosciences Corporation (the “Company”), issued or to be issued under the Indenture (as hereinafter defined), on the following basis: during the period from , through and including , each Warrant shall entitle the Holder thereof, subject to the provisions of this Agreement, to purchase the principal amount of Warrant Debt Securities stated in the Warrant Certificate at the warrant price (the “Warrant Price”) of % of the principal amount thereof [plus accrued amortization, if any, of the original issue discount of the Warrant Debt Securities] [plus accrued interest, if any, from the most recent date from which interest shall have been paid on the Warrant Debt Securities or, if no interest shall have been paid on the Warrant Debt Securities, from the date of their original issuance]. [The original issue discount ($ for each $1,000 principal amount of Warrant Debt Securities) will be amortized at a % annual rate, computed on a[n] [semi-]annual semi-] annual basis [using a 360-day year consisting of twelve 30-day months]. The Holder may exercise the Warrants evidenced hereby by providing certain information set forth on the back hereof and by paying in full, in lawful money of the United States of America, [in cash or by certified check or official bank check in New York Clearing House funds] [by bank wire transfer in immediately available funds], the Warrant Price for each Warrant Debt Security with respect to which this Warrant is exercised to the Warrant Agent (as hereinafter defined) and by surrendering this Warrant Certificate, with the purchase form on the back hereof duly executed, at the corporate trust office of [name of Warrant Agent], or its successor as warrant agent (the “Warrant Agent”), which is, on the date hereof, at the address specified on the reverse hereof, and upon compliance with and subject to the conditions set forth herein and in the Warrant Agreement (as hereinafter defined).

Warrants. This certifies that or registered assigns is the registered owner of the above indicated number of Warrants, each Warrant entitling such owner [If Warrants are attached to Other Securities and are not immediately detachable —, subject to the registered owner qualifying as a “Holder” of this Warrant Certificate, as hereinafter defined)] to purchase, at any time [after [ ] p.m., [City] time, on and] on or before [ ] p.m., [City] time, on , $ principal amount of [Title of Warrant Debt Securities] (the “Warrant Debt Securities”), of Vical Incorporated Trius Therapeutics, Inc. (the “Company”), issued or to be issued under the Indenture (as hereinafter defined), on the following basis: during the period from , through and including , each Warrant shall entitle the Holder thereof, subject to the provisions of this Agreement, to purchase the principal amount of Warrant Debt Securities stated in the Warrant Certificate at the warrant price (the “Warrant Price”) of % of the principal amount thereof [plus accrued amortization, if any, of the original issue discount of the Warrant Debt Securities] [plus accrued interest, if any, from the most recent date from which interest shall have been paid on the Warrant Debt Securities or, if no interest shall have been paid on the Warrant Debt Securities, from the date of their original issuance]. [The original issue discount ($ for each $1,000 principal amount of Warrant Debt Securities) will be amortized at a % annual rate, computed on a[n] [semi-]annual basis [using a 360-day year consisting of twelve 30-day months]. The Holder may exercise the Warrants evidenced hereby by providing certain information set forth on the back hereof and by paying in full, in lawful money of the United States of America, [in cash or by certified check or official bank check in New York Clearing House funds] [by bank wire transfer in immediately available funds], the Warrant Price for each Warrant Debt Security with respect to which this Warrant is exercised to the Warrant Agent (as hereinafter defined) and by surrendering this Warrant Certificate, with the purchase form on the back hereof duly executed, at the corporate trust office of [name of Warrant Agent], or its successor as warrant agent (the “Warrant Agent”), which is, on the date hereof, at the address specified on the reverse hereof, and upon compliance with and subject to the conditions set forth herein and in the Warrant Agreement (as hereinafter defined).

Warrants. This Warrant Certificate certifies that the registered holder hereof or its registered assigns assigns, is the registered owner holder of Warrants expiring December __, 2002 (the above indicated number "Warrants") to purchase Common Stock, $0.01 par value per share (the "Common Stock"), of WarrantsCPS Systems, each Inc., a Texas corporation (the "Company"). Each Warrant entitling such owner [If Warrants are attached entitles the holder upon exercise to Other Securities and are not immediately detachable —receive from the Company from 10:00 a.m., subject to the registered owner qualifying as a “Holder” of this Warrant Certificate, as hereinafter defined)] to purchase, at any time [after [ ] p.m., [City] Pacific time, on and] on or before [ ] December __, 1998 through and until 6:00 p.m., [City] Pacific time, on December __, $ principal amount 2002, one fully paid and nonassessable share of [Title of Common Stock (a "Warrant Debt Securities] (the “Warrant Debt Securities”), of Vical Incorporated (the “Company”), issued or to be issued under the Indenture (as hereinafter defined), on the following basis: during the period from , through and including , each Warrant shall entitle the Holder thereof, subject to the provisions of this Agreement, to purchase the principal amount of Warrant Debt Securities stated in the Warrant Certificate Share") at the warrant initial exercise price (the “"Warrant Price”") of % of the principal amount thereof [plus accrued amortization, if any, of the original issue discount of the Warrant Debt Securities] [plus accrued interest, if any, from the most recent date from which interest shall have been paid on the Warrant Debt Securities or, if no interest shall have been paid on the Warrant Debt Securities, from the date of their original issuance]. [The original issue discount ($ for each $1,000 principal amount of Warrant Debt Securities) will be amortized at a % annual rate, computed on a[n] [semi-]annual basis [using a 360-day year consisting of twelve 30-day months]. The Holder may exercise the Warrants evidenced hereby by providing certain information set forth on the back hereof and by paying in full, _____ payable in lawful money of the United States of America, [in cash or by certified check or official bank check in New York Clearing House funds] [by bank wire transfer in immediately available funds], America upon surrender of this Warrant Certificate and payment of the Warrant Price for each Warrant Debt Security with respect to which this Warrant is exercised to the Warrant Agent (as hereinafter defined) and by surrendering this Warrant Certificate, with the purchase form on the back hereof duly executed, at the corporate trust office of [name of Warrant Agent], or its successor as warrant agent (the “Warrant Agent”), which is, on the date hereof, at the address specified on the reverse hereof, and upon compliance with and subject to the conditions set forth herein and in the Warrant Agreement referred to on the reverse hereof. The Warrant Price and number of Warrant Shares issuable upon exercise of the Warrants are subject to adjustment upon the occurrence of certain events set forth in the Warrant Agreement. No Warrant may be exercised after 6:00 p.m., Pacific Time, on December __, 2002 (the "Expiration Date"). Notwithstanding the foregoing, if at 6:00 p.m., Pacific time on the Expiration Date, any Holder or Holders of the Warrants have not exercised their Warrants and the Closing Price (as hereinafter defined)defined in the Warrant Agreement) for the Common Stock on the Expiration Date is greater than the Warrant Price, then each such unexercised Warrant shall be automatically converted into a number of shares of Common Stock of the Company equal to: (A) the number of shares of Common Stock then issuable upon exercise of a Warrant multiplied by (B) a fraction (1) the numerator of which is the difference between the Closing Price for the Common Stock on the Expiration Date and the Warrant Price and (2) the denominator of which is the Closing Price for the Warrant Stock on the Expiration Date. Reference is hereby made to the further provisions of this Warrant Certificate set forth on the reverse hereof and such further provisions shall for all purposes have the same effect as though fully set forth at this price. This Warrant Certificate shall not be valid unless countersigned by the Company.

Warrants. This Warrant Certificate certifies that the registered holder hereof or its registered assigns assigns, is the registered owner holder of Warrants expiring [five years from effective date] (the above indicated number "Warrants") to purchase Common Stock, $0.001 par value per share (the "Common Stock"), of WarrantsCost-U-Less, each Inc., a Washington corporation (the "Company"). Each Warrant entitling such owner [If Warrants are attached entitles the holder upon exercise to Other Securities and are not immediately detachable —receive from the Company from 10:00 a.m., subject to the registered owner qualifying as a “Holder” of this Warrant Certificate, as hereinafter defined)] to purchase, at any time [after [ ] p.m., [City] Pacific time, on and[one year from effective date] on or before [ ] through and until 6:00 p.m., [City] Pacific time, on [five years from effective date], $ principal amount one fully paid and nonassessable share of [Title of Common Stock (a "Warrant Debt Securities] (the “Warrant Debt Securities”), of Vical Incorporated (the “Company”), issued or to be issued under the Indenture (as hereinafter defined), on the following basis: during the period from , through and including , each Warrant shall entitle the Holder thereof, subject to the provisions of this Agreement, to purchase the principal amount of Warrant Debt Securities stated in the Warrant Certificate Share") at the warrant initial exercise price (the “"Warrant Price”") of [120% of the principal amount thereof [plus accrued amortization, if any, of the original issue discount of the Warrant Debt Securitiesinitial public offering price] [plus accrued interest, if any, from the most recent date from which interest shall have been paid on the Warrant Debt Securities or, if no interest shall have been paid on the Warrant Debt Securities, from the date of their original issuance]. [The original issue discount ($ for each $1,000 principal amount of Warrant Debt Securities) will be amortized at a % annual rate, computed on a[n] [semi-]annual basis [using a 360-day year consisting of twelve 30-day months]. The Holder may exercise the Warrants evidenced hereby by providing certain information set forth on the back hereof and by paying in full, payable in lawful money of the United States of America, [in cash or by certified check or official bank check in New York Clearing House funds] [by bank wire transfer in immediately available funds], America upon surrender of this Warrant Certificate and payment of the Warrant Price for each Warrant Debt Security with respect to which this Warrant is exercised to the Warrant Agent (as hereinafter defined) and by surrendering this Warrant Certificate, with the purchase form on the back hereof duly executed, at the corporate trust office of [name of Warrant Agent], or its successor as warrant agent (the “Warrant Agent”), which is, on the date hereof, at the address specified on the reverse hereof, and upon compliance with and subject to the conditions set forth herein and in the Warrant Agreement referred to on the reverse hereof. The Warrant Price and number of Warrant Shares issuable upon exercise of the Warrants are subject to adjustment upon the occurrence of certain events set forth in the Warrant Agreement. No Warrant may be exercised after 6:00 p.m., Pacific Time, on [five years from effective date], (the "Expiration Date"). Notwithstanding the foregoing, if at 6:00 p.m., Pacific time on the Expiration Date, any Holder or Holders of the Warrants have not exercised their Warrants and the Closing Price (as hereinafter defined)defined in the Warrant Agreement) for the Common Stock on the Expiration Date is greater than the Warrant Price, then each such unexercised Warrant shall be automatically converted into a number of shares of Common Stock of the Company equal to: (A) the number of shares of Common Stock then issuable upon exercise of a Warrant multiplied by (B) a fraction (1) the numerator of which is the difference between the Closing Price for the Common Stock on the Expiration Date and the Warrant Price and (2) the denominator of which is the Closing Price for the Warrant Stock on the Expiration Date. Reference is hereby made to the further provisions of this Warrant Certificate set forth on the reverse hereof and such further provisions shall for all purposes have the same effect as though fully set forth at this price. This Warrant Certificate shall not be valid unless countersigned by the Company.

Warrants. This certifies that [ ] or registered assigns is the registered owner of the above indicated number of Warrants, each Warrant entitling such owner [If if Warrants are attached to Other Securities and are not immediately detachable detachable—, subject to the registered owner qualifying as a “Holder” of this Warrant Certificate, as hereinafter defined),] to purchase, at any time [after [ ] p.m., [City] time, on [ ] and] on or before [ ] p.m., [City] time, on , $ principal amount shares of [Title of Warrant Debt Securities] Common Stock, par value $0.001 per share (the “Warrant Debt SecuritiesWARRANT SECURITIES”), of Vical Incorporated Cell Genesys, Inc. (the “CompanyCOMPANY”), issued or to be issued under the Indenture (as hereinafter defined), ) on the following basis: during the period from [ ], through and including [ ], each the exercise price per Warrant shall entitle the Holder thereofSecurity will be $[ ] , subject to the provisions of this Agreement, to purchase the principal amount of Warrant Debt Securities stated adjustment as provided in the Warrant Certificate at the warrant price Agreement (as hereinafter defined) (the “Warrant PriceWARRANT PRICE”) of % of the principal amount thereof [plus accrued amortization, if any, of the original issue discount of the Warrant Debt Securities] [plus accrued interest, if any, from the most recent date from which interest shall have been paid on the Warrant Debt Securities or, if no interest shall have been paid on the Warrant Debt Securities, from the date of their original issuance]. [The original issue discount ($ for each $1,000 principal amount of Warrant Debt Securities) will be amortized at a % annual rate, computed on a[n] [semi-]annual basis [using a 360-day year consisting of twelve 30-day months]). The Holder may exercise the Warrants evidenced hereby by providing certain information set forth on the back hereof and by paying in full, in lawful money of the United States of America, [in cash or by certified check or official bank check in New York Clearing House funds] [by bank wire transfer in immediately available funds], the Warrant Price for each Warrant Debt Security with respect to which this Warrant is exercised to the Warrant Agent (as hereinafter defined) and by surrendering this Warrant Certificate, with the purchase form on the back hereof duly executed, at the corporate trust office of [name of Warrant Agent], or its successor as warrant agent (the “Warrant AgentWARRANT AGENT”), which is, on the date hereof, at the address specified on the reverse hereof, and upon compliance with and subject to the conditions set forth herein and in the Warrant Agreement (as hereinafter defined).

Warrants. This certifies that or registered assigns is the registered owner of the above indicated number of Warrants, each Warrant entitling such owner [If Warrants are attached to Other Securities and are not immediately detachable —, subject to the registered owner qualifying as a “Holder” of this Warrant Certificate, as hereinafter defined)] to purchase, at any time [after [ ] p.m., [City] time, on and] on or before [ ] p.m., [City] time, on , $ principal amount of [Title of Warrant Debt Securities] (the “Warrant Debt Securities”), of Vical Incorporated MannKind Corporation (the “Company”), issued or to be issued under the Indenture (as hereinafter defined), on the following basis: during the period from , through and including , each Warrant shall entitle the Holder thereof, subject to the provisions of this Agreement, to purchase the principal amount of Warrant Debt Securities stated in the Warrant Certificate at the warrant price (the “Warrant Price”) of % of the principal amount thereof [plus accrued amortization, if any, of the original issue discount of the Warrant Debt Securities] [plus accrued interest, if any, from the most recent date from which interest shall have been paid on the Warrant Debt Securities or, if no interest shall have been paid on the Warrant Debt Securities, from the date of their original issuance]. [The original issue discount ($ for each $1,000 principal amount of Warrant Debt Securities) will be amortized at a % annual rate, computed on a[n] [semi-]annual basis [using a 360-day year consisting of twelve 30-day months]. The Holder may exercise the Warrants evidenced hereby by providing certain information set forth on the back hereof and by paying in full, in lawful money of the United States of America, [in cash or by certified check or official bank check in New York Clearing House funds] [by bank wire transfer in immediately available funds], the Warrant Price for each Warrant Debt Security with respect to which this Warrant is exercised to the Warrant Agent (as hereinafter defined) and by surrendering this Warrant Certificate, with the purchase form on the back hereof duly executed, at the corporate trust office of [name of Warrant Agent], or its successor as warrant agent (the “Warrant Agent”), which is, on the date hereof, at the address specified on the reverse hereof, and upon compliance with and subject to the conditions set forth herein and in the Warrant Agreement (as hereinafter defined).

Warrants. This certifies that or registered assigns is the registered owner of the above indicated number of Warrants, each Warrant entitling such owner [If Warrants are attached to Other Securities and are not immediately detachable —, subject to the registered owner qualifying as a “Holder” of this Warrant Certificate, as hereinafter defined)] to purchase, at any time [after [ ] p.m., [City] time, on and] on or before [ ] p.m., [City] timetime , on , $ principal amount of [Title of Warrant Debt Securities] (the “Warrant Debt Securities”), of Vical Incorporated Arena Pharmaceuticals, Inc. (the “Company”), issued or to be issued under the Indenture (as hereinafter defined), on the following basis: during the period from , through and including , each Warrant shall entitle the Holder thereof, subject to the provisions of this Agreement, to purchase the principal amount of Warrant Debt Securities stated in the Warrant Certificate at the warrant price (the “Warrant Price”) of % of the principal amount thereof [plus accrued amortization, if any, of the original issue discount of the Warrant Debt Securities] [plus accrued interest, if any, from the most recent date from which interest shall have been paid on the Warrant Debt Securities or, if no interest shall have been paid on the Warrant Debt Securities, from the date of their original issuance]. [The original issue discount ($ for each $1,000 principal amount of Warrant Debt Securities) will be amortized at a % annual rate, computed on a[n] [semi-]annual basis [using a 360-day year consisting of twelve 30-day months]. The Holder may exercise the Warrants evidenced hereby by providing certain information set forth on the back hereof and by paying in full, in lawful money of the United States of America, [in cash or by certified check or official bank check in New York Clearing House funds] [by bank wire transfer in immediately available funds], the Warrant Price for each Warrant Debt Security with respect to which this Warrant is exercised to the Warrant Agent (as hereinafter defined) and by surrendering this Warrant Certificate, with the purchase form on the back hereof duly executed, at the corporate trust office of [name of Warrant Agent], or its successor as warrant agent (the “Warrant Agent”), which is, on the date hereof, at the address specified on the reverse hereof, and upon compliance with and subject to the conditions set forth herein and in the Warrant Agreement (as hereinafter defined).

Warrants. This certifies that [ ] or registered assigns is the registered owner of the above indicated number of Warrants, each Warrant entitling such owner [If Warrants are attached to Other Securities and are not immediately detachable —, subject to the registered owner qualifying as a “Holder” of this Warrant Certificate, as hereinafter defined)] to purchase, at any time [after [ ] p.m.the close of business on , [City] time, on and] on or before [ ] p.m., [City] time, the close of business on , , [ shares of [title of Warrant Securities]] [$ aggregate principal amount of [Title title of Warrant Debt Securities]] (the “"Warrant Debt Securities”), ") of Vical Incorporated CRIIMI MAE Inc. (the “"Company”")[, issued or to be issued under the Indenture (as hereinafter defined), ,] on the following basis: during basis.(2) [During the period from , through and including , , each Warrant shall entitle the Holder thereof, subject to the provisions of this Agreement, to purchase from the principal Company the [principal] amount of Warrant Debt Securities stated above in the this Warrant Certificate at the warrant exercise price (the “Warrant Price”) of [ ] [ % of the principal amount thereof [plus accrued amortization, if any, of the original issue discount of the Warrant Debt Securities] [plus accrued interest, if any, from the most recent date from which interest shall have been paid on the Warrant Debt Securities or, if no interest shall have been paid on the Warrant Debt Securities, from , ]; [in each case, the date of their original issuance]. [The original issue discount ($ for each $1,000 principal amount of Warrant Debt Securities) will be amortized at a % annual rate, computed on a[n] [semi-]annual basis basis[, using a 360-day year consisting of constituting twelve 30-day months]] (the "Exercise Price"). The Holder of this Warrant Certificate may exercise the Warrants evidenced hereby hereby, in whole or in part, by providing certain information surrendering this Warrant Certificate, with the purchase form set forth on the back hereof and hereon duly completed, accompanied [by paying payment in full, in lawful money of the United States of America, [in cash or by certified check or official bank check in New York Clearing House funds] [by bank wire transfer in immediately available funds]], the Warrant Exercise Price for each Warrant Debt Security with respect to which this Warrant is exercised exercised, to the Warrant Agent (as hereinafter defined) and by surrendering this Warrant Certificate, with the purchase form on the back hereof duly executed), at the corporate trust office of [name of Warrant Agent], or its successor as warrant agent (the “"Warrant Agent”"), which is, on the date hereof, at the address addresses specified on the reverse hereof, hereof [or at ] and upon compliance with and subject to the conditions set forth herein and in the Warrant Agreement (as hereinafter defined). This Warrant Certificate may be exercised only for the purchase of [ shares of] Warrant Securities [in the principal amount of $ ] or any integral multiple thereof.

Warrants. This certifies that or registered assigns is the registered owner of the above indicated number of Warrants, each Warrant entitling such owner [If if Warrants are attached to Other Securities and are not immediately detachable —detachable, subject to the registered owner qualifying as a “Holder” of this Warrant Certificate, as hereinafter defined)] to purchase, at any time [after [ ] p.m., [City] time, on and] on or before [ ] p.m., [City] time, on , $ principal amount of [Title of Warrant Debt Securities] (the “Warrant Debt Securities”), of Vical Incorporated Alexza Pharmaceuticals, Inc. (the “Company”), issued or to be issued under the Indenture (as hereinafter defined), on the following basis: during the period from , through and including , each Warrant shall entitle the Holder thereof, subject to the provisions of this Agreement, to purchase the principal amount of Warrant Debt Securities stated in the Warrant Certificate at the warrant price (the “Warrant Price”) of % of the principal amount thereof [plus accrued amortization, if any, of the original issue discount of the Warrant Debt Securities] [plus accrued interest, if any, from the most recent date from which interest shall have been paid on the Warrant Debt Securities or, if no interest shall have been paid on the Warrant Debt Securities, from the date of their original issuance]. [The original issue discount ($ for each $1,000 principal amount of Warrant Debt Securities) will be amortized at a % annual rate, computed on a[n] [semi-]annual basis [using a 360-day year consisting of twelve 30-day months]. The Holder may exercise the Warrants evidenced hereby by providing certain information set forth on the back hereof and by paying in full, in lawful money of the United States of America, [in cash or by certified check or official bank check in New York Clearing House funds] [by bank wire transfer in immediately available funds], the Warrant Price for each Warrant Debt Security with respect to which this Warrant is exercised to the Warrant Agent (as hereinafter defined) and by surrendering this Warrant Certificate, with the purchase form on the back hereof duly executed, at the corporate trust office of [name of Warrant Agent], or its successor as warrant agent (the “Warrant Agent”), which is, on the date hereof, at the address specified on the reverse hereof, and upon compliance with and subject to the conditions set forth herein and in the Warrant Agreement (as hereinafter defined).

Warrants. This certifies that [ ] or its registered assigns is the registered owner of the above indicated number of Warrants, each Warrant entitling such owner [If Warrants are attached to Other Securities and are not immediately detachable —, subject to the registered owner qualifying as a “Holder” of this Warrant Certificate, as hereinafter defined)] to purchase, at any time [after [ ] p.m.issuance, [City] time, on and] and on or before [ ] p.m.5:00 p.m. New York time on April 17, [City] time2008, on one share of common stock, $ principal amount of [Title of Warrant Debt Securities] par value $0.01 per share (the “Warrant Debt SecuritiesShares”), of Vical Incorporated QuadraMed Corporation, a Delaware corporation (the “Company”), issued or ) to be issued under for the Indenture (as hereinafter defined), on the following basis: during the period from , through and including , each Warrant shall entitle the Holder thereof, subject to the provisions exercise price of this Agreement, to purchase the principal amount of Warrant Debt Securities stated in the Warrant Certificate at the warrant price $0.01 per share (the “Warrant Price”) for each Warrant. This Warrant Certificate is issued under and in accordance with the Warrant Agreement dated as of % April 17, 2003, (the “Warrant Agreement”) by and between the Company and The Bank of New York (the principal amount thereof [plus accrued amortization“Warrant Agent”) and is subject to the terms and provisions contained in the Warrant Agreement, if any, to all of which terms and provisions the original issue discount holder of this Warrant Certificate consents by acceptance hereof. Copies of the Warrant Debt Securities] [plus accrued interest, if any, from Agreement are on file at the most recent date from which interest shall have been paid on above-mentioned office of the Warrant Debt Securities or, if no interest shall have been paid on the Warrant Debt Securities, from the date of their original issuance]. [The original issue discount ($ for each $1,000 principal amount of Warrant Debt Securities) will be amortized at a % annual rate, computed on a[n] [semi-]annual basis [using a 360-day year consisting of twelve 30-day months]Agent. The Holder holder hereof may exercise the Warrants evidenced hereby by (a) providing certain information set forth on the back hereof and by (b) (i) paying in full, in lawful money of the United States of Americain cash, [in cash or by certified check or official bank check in New York Clearing House funds] [by bank wire transfer each case, in immediately available funds], the Warrant Price for each Warrant Debt Security with respect to which this Warrant is exercised to the Warrant Agent or (as hereinafter definedii) a cashless exercise using the formula set forth in Section 2.3(d) of the Warrant Agreement and (c) by surrendering this Warrant Certificate, with the purchase form on the back hereof duly executed, at the corporate trust office of [name of Warrant Agent], or its successor successors as warrant agent (the “Warrant Agent”)agent, which is, on the date hereof, currently at the address specified on the reverse hereof, and upon compliance with and subject to the conditions set forth herein and in the Warrant Agreement Agreement. Any whole number of Warrants evidenced by this Warrant Certificate may be exercised to purchase Warrant Shares in registered form. Upon any exercise of fewer than all of the Warrants evidenced by this Warrant Certificate, there shall be issued to the holder hereof a new Warrant Certificate evidencing the number of Warrants remaining unexercised. The Company shall not be required to issue fractional shares of Warrant Shares upon exercise of the Warrants or distribute stock certificates that evidence fractional shares of Warrant Shares. In lieu of fractional Warrant Shares, the Company shall pay to the registered holder of this Warrant Certificate at the time such Warrant Certificate is exercised an amount by company check as determined in accordance with Section 2.3(c) of the Warrant Agreement. Transfer of this Warrant Certificate may be registered when this Warrant Certificate is surrendered at the corporate trust office of the Warrant Agent by the registered owner or its assigns, in person or by an attorney duly authorized in writing, in the manner and subject to the limitations provided in the Warrant Agreement. After countersignature by the Warrant Agent and prior to the expiration of this Warrant Certificate, this Warrant Certificate may be exchanged at the corporate trust office of the Warrant Agent for Warrant Shares representing the same aggregate number of Warrants. This Warrant Certificate shall not entitle the holder hereof to any of the rights of a holder of Warrant Shares. This Warrant Certificate shall not be valid or obligatory for any purpose until countersigned by the Warrant Agent. Dated as of QUADRAMED CORPORATION By: Name: Title: Attest: THE BANK OF NEW YORK, as warrant agent By: Name: Title: [Reverse of Warrant Certificate] [Legend to be included on Global Warrant Certificate] UNLESS THIS WARRANT IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (as hereinafter definedTHE “DEPOSITARY”) TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY WARRANT ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY OR SUCH OTHER REPRESENTATIVE OF THE DEPOSITARY OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN ARTICLE 4 OF THE WARRANT AGREEMENT. [Private Placement Legend] THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE “ACT”), AND THIS SECURITY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER STATING THAT SUCH OFFER, SALE OR TRANSFER IS BEING MADE IN COMPLIANCE WITH ALL APPLICABLE FEDERAL AND STATE SECURITIES LAWS. THE HOLDER HEREOF, BY ITS ACCEPTANCE HEREOF, IS DEEMED TO HAVE AGREED TO BE BOUND BY THE PROVISIONS OF THE REGISTRATION RIGHTS AGREEMENT, DATED AS OF APRIL 17, 2003, BY AND AMONG THE COMPANY AND THE PERSONS LISTED ON THE SIGNATURE PAGES THERETO (THE “REGISTRATION RIGHTS AGREEMENT”).” Instructions for Exercise of Warrant To exercise the Warrants evidenced hereby, the holder must pay in cash, in immediately available funds, the Warrant Price in full for Warrants exercised to The Bank of New York corporate trust department [address of Warrant Agent], Attn: [ ], which payment must specify the name of the holder and the number of Warrants exercised by such holder, or the Warrant Holder may exercise the Warrants by cashless exercise as set forth in Section 2.3(d) of the Warrant Agreement. In addition, the holder must complete the information required below and present this Warrant Certificate in person or by mail (registered mail is recommended) to the Warrant Agent at the addresses set forth below. This Warrant Certificate, completed and duly executed, must be received by the Warrant Agent within three business days of the payment. To Be Executed Upon Exercise of Warrant The undersigned hereby irrevocably: [check applicable box] [ ] elects to exercise Warrants evidenced by this Warrant Certificate, to purchase Warrant Shares and represents that the undersigned has tendered payment for such Warrant Shares in cash, in each case, in immediately available funds, to the order of QuadraMed Corporation, c/o [name and address of Warrant Agent], in the amount of [$ ] in accordance with the terms hereof. [ ] elects to exercise Warrants evidenced by this Warrant Certificate in a cashless exercise for the number of shares of Warrant Shares determined by using the formula set forth in Section 2.3(d) of the Warrant Agreement. The undersigned requests that said Warrant Shares be in fully registered form, registered in such names and delivered as follows: Name: Address: If the number of Warrants exercised is less than all of the Warrants evidenced hereby, the undersigned requests that a new Warrant Certificate representing the remaining Warrants evidenced hereby be issued and delivered as follows: Name: Address: The undersigned represents that the Warrant Shares are being acquired for the account of the undersigned (or its designee) for investment and not with a view to, or for resale in connection with, the distribution thereof and that the undersigned (or its designee) has no present intention of distributing or reselling such Warrant Shares. Dated: Signature: Name: (Please Print) EIN or Social Security Number of Holder The Warrants evidenced hereby may be exercised at the following addresses: By hand at: [insert Warrant Agent’s street address] By mail at: [insert Warrant Agent’s mailing address] Assignment (Form of Assignment to be Executed if Holder Desires to Transfer Warrants Evidenced Hereby) For value received, hereby sells, assigns and transfers unto (Please print name and address, including zip code of assignee, and EIN, Social Security Number or other identifying number) the Warrants represented by the within Warrant Certificate and does hereby irrevocably constitute and appoint attorney, to transfer said Warrant Certificate on the books of the Warrant Agent with full power of substitution in the premises. In connection with any transfer of the Warrants occurring prior to the date which is the earlier of (i) the date of an effective registration statement or (ii) three years after the later of the original issuance of the Warrants or the last date on which the Warrants were held by an affiliate of the Company, the undersigned confirms, that without utilizing any general solicitation or general advertising: [check applicable box]