Common use of Term of Warrants; Exercise of Warrants Clause in Contracts

Term of Warrants; Exercise of Warrants. 3.1 Subject to the terms of this Agreement, the Warrantholder shall have the right, at any time during the period commencing at 9:00 a.m., Pacific Time, on the date of the closing of the IPO, which shall be deemed closed for purposes of this Agreement at such time as Chemokine shall issue a minimum of eight million shares of common stock registered under the SB-2 Registration Statement for the IPO ("IPO Closing Date") of the Company's initial public offering ("IPO") pursuant to an effective registrations statement filed on Form SB-2 on August 2, 2004, and ending at 5:00 p.m., Pacific Time, on the Warrant Termination Date, which shall be 36 months after IPO Closing Date, to purchase from the Company up to the number of fully paid and nonassessable Shares to which the Warrantholder may at the time be entitled to purchase pursuant to this Agreement, upon surrender to the Company, at its principal office, of the certificate evidencing the Warrants to be exercised, together with the purchase form on the reverse thereof duly filled in and signed, and upon payment to the Company of the Warrant Price (as defined in and determined in accordance with the provisions of this Section 3 and Sections 7 and 8 hereof), for the number of Shares in respect of which such Warrants are then exercised, but in no event for less than 100 Shares (unless less than an aggregate of 100 Shares are then purchasable under all outstanding Warrants held by a Warrantholder). Payment of the aggregate Warrant Price shall be made in cash, by check, or as set forth in Section 3.3. 3.2 The Warrants shall be exercisable, at the election of the Warrantholder, either in full or from time to time in part. Any Warrants not surrendered to the Company for exercise in accordance with Section 3.1 prior to 5:00 p.m., Pacific Time, on the Warrant Termination Date shall be void. 3.3 The Warrants shall be deemed to have been exercised immediately prior to the close of business on the date of their surrender for exercise as provided above, and the person entitled to receive the Shares issuable upon such exercise shall be treated for all purposes as the holder of record of such shares as of the close of business on such date. As promptly as practicable on or after such date and in any event within ten (10) days thereafter, the Company at its expense shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates for the number of full Shares issuable upon such exercise together with cash, as provided in Section 9 hereof, in respect of any fractional Shares otherwise issuable upon such surrender; provided that if the Shares deliverable upon exercise of any Warrants are not subject to a currently effective Registration Statement under the Act, the Warrantholder has delivered such representations and certifications as the Company, or the Company's counsel, may reasonably require pursuant to Section 1.5 hereof. If the Warrants are exercised in part, the Company at its expense will execute and deliver new Warrants of like tenor exercisable for the number of Shares for which the Warrants may then be exercised. 3.4 In lieu of exercising the Warrants, the Warrantholder may elect to receive Shares equal to the value of the Warrants (or the portion thereof being canceled) by the surrender of the Warrants at the principal office of the Company together with notice of such election in which event the Company shall issue to the Warrantholder a number of shares of Common Stock computed using the following formula: Y (A - B) X = --------- A Where

Term of Warrants; Exercise of Warrants. 3.1 (a) Subject to the terms of this Agreement, the Warrantholder shall have the right, at any time and from time to time during the period commencing at 9:00 a.m., Pacific Time, on January --, 1998, (the date of the closing of the IPO, which shall be deemed closed for purposes of this Agreement at such time as Chemokine shall issue a minimum of eight million shares of common stock registered under the SB-2 Registration Statement for the IPO ("IPO Closing Commencement Date") of the Company's initial public offering ("IPO") pursuant to an effective registrations statement filed on Form SB-2 on August 2, 2004, and ending at 5:00 p.m., Pacific Time, on the Warrant third anniversary of the Commencement Date (the "Termination Date, which shall be 36 months after IPO Closing Date, ") to purchase from the Company up to the number of fully paid and nonassessable Shares to which the Warrantholder may at the time be entitled to purchase pursuant to this Agreement, upon surrender to the Company, Company at its principal office, office of the certificate certificates evidencing the Warrants to be exercised, together with the purchase form, in the form on the reverse thereof attached hereto as Exhibit 2, duly filled in completed and signed, and upon payment to the Company of an amount (the "Exercise Payment") equal to the Warrant Price (as defined in and determined in accordance with the provisions of this Section 3 and Sections 7 and 8 hereof), for multiplied by the number of Shares in respect of which being purchased pursuant to such Warrants are then exercisedexercise, but in no event for less than 100 Shares (unless less than an aggregate of 100 Shares are then purchasable under all outstanding Warrants held by a Warrantholder). Payment of the aggregate Warrant Price shall be made payable in cash, by certified or official bank check, or as set forth in Section 3.3. 3.2 by wire transfer. The Warrants Company shall be exercisable, at the election of the Warrantholder, either in full or from time to time in part. Any Warrants not surrendered use its reasonable best efforts prior to the Termination Date to obtain any applicable regulatory approvals of those regulatory agencies having jurisdiction over the Company in order to extend the Termination Date for exercise a further period of two years, in accordance with which event the Company's right of purchase under this Section 3.1 prior to 2(a) shall end at 5:00 p.m., Pacific Time, on the Warrant Termination Date shall be voidfifth anniversary of the Commencement Date. 3.3 The Warrants shall be deemed to have been exercised immediately prior (b) At any time subsequent to the close of business on the date of their surrender for exercise as provided above, and the person entitled to receive the Shares issuable upon such exercise shall be treated for all purposes as the holder of record of such shares as first anniversary of the close Commencement Date, in lieu of business on such date. As promptly as practicable on or after such date and in any event within ten (10) days thereafter, exercising the Company at its expense shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates for the number of full Shares issuable upon such exercise together with cash, Warrants as provided in Section 9 hereof2(a) above, in respect of any fractional Shares otherwise issuable upon such surrender; provided that if the Shares deliverable upon exercise of any Warrants are not and subject to a currently effective Registration Statement under the Actall applicable law and all applicable regulatory approvals, the Warrantholder has delivered such representations limitations and certifications as the Company, or the Company's counsel, may reasonably require pursuant to Section 1.5 hereof. If the Warrants are exercised in part, the Company at its expense will execute and deliver new Warrants of like tenor exercisable for the number of Shares for which the Warrants may then be exercised. 3.4 In lieu of exercising the Warrantsrestrictions, the Warrantholder may elect to receive receive, without any cash payment, a number of Shares equal to the value (as determined below) of any or all of the Warrants (or the portion thereof being canceled) held of record by the Warrantholder, upon surrender of to the Warrants Company at the its principal office of the Company together certificates evidencing such Warrants, with notice of such election the attached cashless exercise form attached hereto as Exhibit 3 duly completed and signed, in which event the Company shall issue to the Warrantholder a number of shares of Common Stock Shares computed using the following formula: Y (A - X = Y(A-B) ------ A where X = --------- the number of Common Shares to be issued pursuant to this Section 2(b). Y = the number of Common Shares issuable upon exercise of the surrendered Warrants. A Where= the average of the Market Prices of the Common Shares for the sixty (60) calendar days immediately preceding the date upon which the certificates evidencing the surrendered Warrants are received by the Company at its principal office. B = the Warrant Price on such date.

Term of Warrants; Exercise of Warrants. 3.1 (a) Subject to the terms of this Agreement, the Warrantholder shall have the right, at any time and from time to time during the period commencing at 9:00 a.m., Pacific Time, on October 1, 1999, (the date of the closing of the IPO, which shall be deemed closed for purposes of this Agreement at such time as Chemokine shall issue a minimum of eight million shares of common stock registered under the SB-2 Registration Statement for the IPO ("IPO Closing Commencement Date") of the Company's initial public offering ("IPO") pursuant to an effective registrations statement filed on Form SB-2 on August 2, 2004, and ending at 5:00 p.m., Pacific Time, on October 1, 2004 (the Warrant "Termination Date, which shall be 36 months after IPO Closing Date, ") to purchase from the Company up to the number of fully paid and nonassessable Shares to which the Warrantholder may at the time be entitled to purchase pursuant to this Agreement, upon surrender to the Company, Company at its principal office, office of the certificate certificates evidencing the Warrants to be exercised, together with the purchase form, in the form on the reverse thereof attached hereto as Exhibit 2, duly filled in completed and signed, and upon payment to the Company of an amount (the "Exercise Payment") equal to the Warrant Price (as defined in and determined in accordance with the provisions of this Section 3 and Sections 7 and 8 hereof), for multiplied by the number of Shares in respect of which being purchased pursuant to such Warrants are then exercisedexercise, but in no event for less than 100 Shares (unless less than an aggregate of 100 Shares are then purchasable under all outstanding Warrants held by a Warrantholder). Payment of the aggregate Warrant Price shall be made payable in cash, by certified or official bank check, or as set forth in Section 3.3by wire transfer. 3.2 The Warrants shall be exercisable, at (b) At any time subsequent to the election first anniversary of the WarrantholderCommencement Date, either in full or from time to time in part. Any lieu of exercising the Warrants not surrendered to the Company for exercise in accordance with Section 3.1 prior to 5:00 p.m., Pacific Time, on the Warrant Termination Date shall be void. 3.3 The Warrants shall be deemed to have been exercised immediately prior to the close of business on the date of their surrender for exercise as provided above, and the person entitled to receive the Shares issuable upon such exercise shall be treated for all purposes as the holder of record of such shares as of the close of business on such date. As promptly as practicable on or after such date and in any event within ten (10) days thereafter, the Company at its expense shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates for the number of full Shares issuable upon such exercise together with cash, as provided in Section 9 hereof2(a) above, in respect of any fractional Shares otherwise issuable upon such surrender; provided that if the Shares deliverable upon exercise of any Warrants are not and subject to a currently effective Registration Statement under the Actall applicable law and all applicable regulatory approvals, the Warrantholder has delivered such representations limitations and certifications as the Company, or the Company's counsel, may reasonably require pursuant to Section 1.5 hereof. If the Warrants are exercised in part, the Company at its expense will execute and deliver new Warrants of like tenor exercisable for the number of Shares for which the Warrants may then be exercised. 3.4 In lieu of exercising the Warrantsrestrictions, the Warrantholder may elect to receive receive, without any cash payment, a number of Shares equal to the value (as determined below) of any or all of the Warrants (or the portion thereof being canceled) held of record by the Warrantholder, upon surrender of to the Warrants Company at the its principal office of the Company together certificates evidencing such Warrants, with notice of such election the attached cashless exercise form attached hereto as Exhibit 3 duly completed and signed, in which event the Company shall issue to the Warrantholder a number of shares of Common Stock Shares computed using the following formula: Y (A - X = Y(A-B) A where X = --------- the number of Common Shares to be issued pursuant to this Section 2(b). Y = the number of Common Shares issuable upon exercise of the surrendered Warrants. A Where= the average of the Market Prices of the Common Shares for the sixty (60) calendar days immediately preceding the date upon which the certificates evidencing the surrendered Warrants are received by the Company at its principal office. B = the Warrant Price on such date.

Term of Warrants; Exercise of Warrants. 3.1 (a) Each Warrant entitles the Holder thereof to purchase one share of Common Stock subject to adjustment in accordance with Section 9 hereof, until 5:00 P.M., Los Angeles time, on July 15, 2004 (the "Expiration Date") at a purchase price of $7.50 per share (the "Warrant Price"), at the following times when such Warrant shall become exercisable (the "Date Exercisable"): (i) Warrants to purchase 50,000 Warrant Shares shall be exercisable at any time from 9:00 A.M., Los Angeles time on July 15, 1994 to the Expiration Date; (ii) Warrants to purchase 50,000 Warrant Shares shall become exercisable at any time from 9:00 A.M., Los Angeles time on July 15, 1995 to the Expiration Date; and (iii) Warrants to purchase 50,000 Warrant Shares shall become exercisable at any time from 9:00 A.M., Los Angeles time on July 15, 1996 to the Expiration Date. (b) The Warrant Price and the number of shares issuable upon exercise of Warrants are subject to adjustment upon the occurrence of certain events, pursuant to the provisions of Section 9 of this Agreement. Subject to the terms provisions of this Agreement, the Warrantholder each Holder shall have the right, at any time during the period commencing at 9:00 a.m., Pacific Time, on the date of the closing of the IPO, which shall may be deemed closed for purposes of this Agreement at exercised as expressed in such time as Chemokine shall issue a minimum of eight million shares of common stock registered under the SB-2 Registration Statement for the IPO ("IPO Closing Date") of the Company's initial public offering ("IPO") pursuant to an effective registrations statement filed on Form SB-2 on August 2, 2004, and ending at 5:00 p.m., Pacific Time, on the Warrant Termination Date, which shall be 36 months after IPO Closing DateWarrants, to purchase from the Company up (and the Company shall issue and sell to such Holder) the number of fully paid and nonassessable Shares to which the Warrantholder may at the time be entitled to purchase pursuant to this Agreementshares of Common Stock specified in such Warrants, upon surrender to the Company, at or its principal officeduly authorized agent, of the certificate evidencing the Warrants to be exercisedsuch Warrants, together with the purchase form on the reverse thereof duly filled in and signed, and upon payment to the Company of the Warrant Price (Price, as defined in and determined adjusted in accordance with the provisions of Section 9 of this Section 3 and Sections 7 and 8 hereof)Agreement, for the number of Shares shares in respect of which such Warrants are then exercised, but in no event for less than 100 Shares (unless less than an aggregate of 100 Shares are then purchasable under all outstanding Warrants held by a Warrantholder). Payment of the aggregate such Warrant Price shall may be made only in cash, or by certified or official bank check. Upon such surrender of Warrants, and payment of the Warrant Price as aforesaid, the Company shall issue and cause to be delivered with all reasonable dispatch to or upon the written order of the Holder and (subject to receipt of evidence of compliance with the Act in accordance with the provisions of Section 11 of this Agreement) in such name or names as set forth the Holder may designate, a certificate or certificates for the number of full shares of Common Stock so purchased upon the exercise of such Warrants, together with cash, as provided in Section 3.3. 3.2 10 of this Agreement, in respect of any fraction of a share of such stock otherwise issuable upon such surrender. Such certificate or certificates shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a holder of record of such shares as of the date of the surrender of such Warrants and payment of the Warrant Price as aforesaid; PROVIDED, HOWEVER, that if, at the time of surrender of the Warrant and payment of such Warrant Price, the transfer books for the Common Stock or other class of stock purchasable upon the exercise of the Warrants shall be closed, the certificates for the shares in respect of which the Warrants are then exercised shall be issuable as of the date on which such books shall next be opened whether before, on or after the Expiration Date and until such date the Company shall be under no duty to deliver any certificate for such shares; PROVIDED, FURTHER, however, that the transfer books shall not be closed at any one time for a period longer than five days unless otherwise required by law. The rights of purchase represented by the Warrants shall be exercisable, at the election of the WarrantholderHolders thereof, either in full or from time to time in part. Any Warrants not surrendered to part and, in the Company for event that any Warrant is exercised in respect of less than all of the shares purchasable on such exercise in accordance with Section 3.1 prior to 5:00 p.m., Pacific Time, on the Warrant Termination Date shall be void. 3.3 The Warrants shall be deemed to have been exercised immediately at any time prior to the close of business on Expiration Date, a new certificate evidencing the date of their surrender for exercise as provided above, and the person entitled to receive the Shares issuable upon such exercise shall remaining Warrant or Warrants will be treated for all purposes as the holder of record of such shares as of the close of business on such date. As promptly as practicable on or after such date and in any event within ten (10) days thereafter, the Company at its expense shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates for the number of full Shares issuable upon such exercise together with cash, as provided in Section 9 hereof, in respect of any fractional Shares otherwise issuable upon such surrender; provided that if the Shares deliverable upon exercise of any Warrants are not subject to a currently effective Registration Statement under the Act, the Warrantholder has delivered such representations and certifications as the Company, or the Company's counsel, may reasonably require pursuant to Section 1.5 hereof. If the Warrants are exercised in part, the Company at its expense will execute and deliver new Warrants of like tenor exercisable for the number of Shares for which the Warrants may then be exercisedissued. 3.4 In lieu of exercising the Warrants, the Warrantholder may elect to receive Shares equal to the value of the Warrants (or the portion thereof being canceled) by the surrender of the Warrants at the principal office of the Company together with notice of such election in which event the Company shall issue to the Warrantholder a number of shares of Common Stock computed using the following formula: Y (A - B) X = --------- A Where

Term of Warrants; Exercise of Warrants. 3.1 (a) Subject to the terms of this Agreement, the Warrantholder shall have the right, at any time during the period commencing at 9:00 a.m., Pacific Time, on the date of the closing of the IPO, which shall be deemed closed for purposes of this Agreement at such time Initial Exercise Date (as Chemokine shall issue a minimum of eight million shares of common stock registered under the SB-2 Registration Statement for the IPO ("IPO Closing Date"defined below) of the Company's initial public offering ("IPO") pursuant to an effective registrations statement filed on Form SB-2 on August 2, 2004, and ending at 5:00 p.m., Pacific Time, on the Warrant two-year anniversary of the Initial Exercise Date (the "Termination Date, which shall be 36 months after IPO Closing Date"), to purchase from the Company up to the number of fully paid and nonassessable Shares shares of Warrant Stock to which the Warrantholder may at the time be entitled to purchase pursuant to this Agreement, upon surrender to the Company, at its principal office, of the certificate evidencing the Warrants to be exercised, together with the purchase form on the reverse thereof duly filled in completed and signedexecuted, and upon payment to the Company of the Warrant Price (as defined in and determined in accordance with the provisions of this Section 3 and Sections 7 and 8 hereof), ) for the number of Shares shares of Warrant Stock in respect of which such Warrants are then exercised. This Warrant may be exercised from time to time in whole or in part. The "Initial Exercise Date" of the Warrants shall be determined as the earlier of (i) the date Pacific Thrift and Loan Company ("Pacific Thrift"), but in no event for less a wholly owned subsidiary of the Company, has fully utilized as an offset against taxable income at least $6,800,000 of a net operating loss carryforward (the "NOL") existing as of December 31, 1994; (ii) the date that the NOL becomes subject to limitation as a result of an "ownership change" as determined by Section 382 of the Internal Revenue Code of 1986, as amended, which is not caused by the exercise of Warrants; (iii) the acquisition by any person other than 100 Shares a Warrantholder of more than ten percent (unless less than an aggregate 10%) of 100 Shares are then purchasable under all the total outstanding Warrants held voting stock of the Company; or (iv) June 30, 1997. The Company shall cause to be mailed to each Warrantholder by a Warrantholder). first class mail, postage prepaid, notice of the Initial Exercise Date within two business days after such date occurs. (b) Payment of the aggregate Warrant Price shall be made in cash, by checkcertified or official bank check in Los Angeles Clearing House funds (next day funds), or as any combination thereof. (c) In addition to the method of payment set forth in Section 3.3. 3.2 3(b) above and in lieu of any cash payment required thereunder, unless otherwise prohibited by law, the Warrantholders shall have the right at any time and from time to time to exercise the Warrants in full or in part (i) by receiving from the Company the number of shares of Warrant Stock equal to the number of shares of Warrant Stock otherwise issuable upon such exercise less the number of shares of Warrant Stock having an aggregate value on the date of exercise equal to the Warrant Price multiplied by the number of shares of Warrant Stock for which this Warrant is being exercised and/or (ii) by delivering to the Company the number of shares of Common Stock having an aggregate value on the date of exercise equal to the Warrant Price multiplied by the number of shares of Warrant Stock for which this Warrant is being exercised. Upon surrender of the Warrants and payment of the Warrant Price as aforesaid, the Company shall issue and cause to be delivered with all reasonable dispatch to or upon the written order of the Warrantholder, and in such name or names as the Warrantholder may designate (provided that any designee is a permitted transferee as described in Section 1.3 hereof), certificates for the number of full shares of Warrant Stock so purchased upon such exercise of the Warrant, together with cash, as provided in Section 9 hereof, in respect of any fractional shares otherwise issuable upon such surrender. Such certificate or certificates, to the extent permitted by law, shall be deemed to have been issued and any person so designated to be named therein shall be defined to have become a holder of record of such securities as of the date of surrender of the Warrants and payment of the Warrant Price, as aforesaid, notwithstanding that the certificate or certificates representing such securities shall not actually have been delivered or that the stock transfer books of the Company shall then be closed. The Warrants shall be exercisable, at the election of the Warrantholder, either in full or from time to time in part. Any Warrants not surrendered to part and, in the Company for exercise event that a Warrant is exercised in accordance with Section 3.1 prior to 5:00 p.m., Pacific Time, on respect of less than all of the shares of Warrant Termination Date shall be void. 3.3 The Warrants shall be deemed to have been exercised immediately Stock specified therein at any time prior to the close Termination Date, a new Warrant evidencing the remaining shares of business on the date of their surrender for exercise as provided above, and the person entitled to receive the Shares issuable upon Warrant Stock purchasable by such exercise Warrantholders hereunder shall be treated for all purposes as the holder of record of such shares as of the close of business on such date. As promptly as practicable on or after such date and in any event within ten (10) days thereafter, issued by the Company at its expense shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates for the number of full Shares issuable upon such exercise together with cash, as provided in Section 9 hereof, in respect of any fractional Shares otherwise issuable upon such surrender; provided that if the Shares deliverable upon exercise of any Warrants are not subject to a currently effective Registration Statement under the Act, the Warrantholder has delivered such representations and certifications as the Company, or the Company's counsel, may reasonably require pursuant to Section 1.5 hereof. If the Warrants are exercised in part, the Company at its expense will execute and deliver new Warrants of like tenor exercisable for the number of Shares for which the Warrants may then be exercisedWarrantholders. 3.4 In lieu of exercising the Warrants, the Warrantholder may elect to receive Shares equal to the value of the Warrants (or the portion thereof being canceled) by the surrender of the Warrants at the principal office of the Company together with notice of such election in which event the Company shall issue to the Warrantholder a number of shares of Common Stock computed using the following formula: Y (A - B) X = --------- A Where

Term of Warrants; Exercise of Warrants. 3.1 (a) Subject to the terms of this Agreement, the Warrantholder shall have the right, at any time and from time to time during the period commencing at 9:00 a.m., Pacific Time, on January __, 1998, (the date of the closing of the IPO, which shall be deemed closed for purposes of this Agreement at such time as Chemokine shall issue a minimum of eight million shares of common stock registered under the SB-2 Registration Statement for the IPO ("IPO Closing Commencement Date") of the Company's initial public offering ("IPO") pursuant to an effective registrations statement filed on Form SB-2 on August 2, 2004, and ending at 5:00 p.m., Pacific Time, on the Warrant third anniversary of the Commencement Date (the "Termination Date, which shall be 36 months after IPO Closing Date, ") to purchase from the Company up to the number of fully paid and nonassessable Shares to which the Warrantholder may at the time be entitled to purchase pursuant to this Agreement, upon surrender to the Company, Company at its principal office, office of the certificate certificates evidencing the Warrants to be exercised, together with the purchase form, in the form on the reverse thereof attached hereto as Exhibit 2, duly filled in completed and signed, and upon payment to the Company of an amount (the "Exercise Payment") equal to the Warrant Price (as defined in and determined in accordance with the provisions of this Section 3 and Sections 7 and 8 hereof), for multiplied by the number of Shares in respect of which being purchased pursuant to such Warrants are then exercisedexercise, but in no event for less than 100 Shares (unless less than an aggregate of 100 Shares are then purchasable under all outstanding Warrants held by a Warrantholder). Payment of the aggregate Warrant Price shall be made payable in cash, by certified or official bank check, or as set forth in Section 3.3. 3.2 by wire transfer. The Warrants Company shall be exercisable, at the election of the Warrantholder, either in full or from time to time in part. Any Warrants not surrendered use its reasonable best efforts prior to the Termination Date to obtain any applicable regulatory approvals of those regulatory agencies having jurisdiction over the Company in order to extend the Termination Date for exercise a further period of two years, in accordance with which event the Company's right of purchase under this Section 3.1 prior to 2(a) shall end at 5:00 p.m., Pacific Time, on the Warrant Termination Date shall be voidfifth anniversary of the Commencement Date. 3.3 The Warrants shall be deemed to have been exercised immediately prior (b) At any time subsequent to the close of business on the date of their surrender for exercise as provided above, and the person entitled to receive the Shares issuable upon such exercise shall be treated for all purposes as the holder of record of such shares as first anniversary of the close Commencement Date, in lieu of business on such date. As promptly as practicable on or after such date and in any event within ten (10) days thereafter, exercising the Company at its expense shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates for the number of full Shares issuable upon such exercise together with cash, Warrants as provided in Section 9 hereof2(a) above, in respect of any fractional Shares otherwise issuable upon such surrender; provided that if the Shares deliverable upon exercise of any Warrants are not and subject to a currently effective Registration Statement under the Actall applicable law and all applicable regulatory approvals, the Warrantholder has delivered such representations limitations and certifications as the Company, or the Company's counsel, may reasonably require pursuant to Section 1.5 hereof. If the Warrants are exercised in part, the Company at its expense will execute and deliver new Warrants of like tenor exercisable for the number of Shares for which the Warrants may then be exercised. 3.4 In lieu of exercising the Warrantsrestrictions, the Warrantholder may elect to receive receive, without any cash payment, a number of Shares equal to the value (as determined below) of any or all of the Warrants (or the portion thereof being canceled) held of record by the Warrantholder, upon surrender of to the Warrants Company at the its principal office of the Company together certificates evidencing such Warrants, with notice of such election the attached cashless exercise form attached hereto as Exhibit 3 duly completed and signed, in which event the Company shall issue to the Warrantholder a number of shares of Common Stock Shares computed using the following formula: Y (A - B) X = --------- Y(A-B)/A where X = the number of Common Shares to be issued pursuant to this Section 2(b). Y = the number of Common Shares issuable upon exercise of the surrendered Warrants. A Where= the average of the Market Prices of the Common Shares for the sixty (60) calendar days immediately preceding the date upon which the certificates evidencing the surrendered Warrants are received by the Company at its principal office. B = the Warrant Price on such date.

Term of Warrants; Exercise of Warrants. 3.1 Subject to the terms of this Agreement, the each Warrantholder shall have the right, at any time during the period commencing at 9:00 a.m., Pacific Time, on the date of the closing of the IPOApril 23, which shall be deemed closed for purposes of this Agreement at such time as Chemokine shall issue a minimum of eight million shares of common stock registered under the SB-2 Registration Statement for the IPO ("IPO Closing Date") of the Company's initial public offering ("IPO") pursuant to an effective registrations statement filed on Form SB-2 on August 2, 2004, 2005 and ending at 5:00 p.m.p.m. Pacific time on April 23, Pacific Time, on 2010 (the Warrant "Termination Date, which shall be 36 months after IPO Closing Date"), to purchase from the Company up to the number of fully paid and nonassessable Shares to which the Warrantholder may at the time be entitled to purchase pursuant to this Agreement; provided, however that the right to exercise the Warrants shall terminate immediately upon a merger, acquisition, sale of voting control or sale of substantially all of the assets of the Company in which the shareholders of the Company do not own a majority of the outstanding shares of the surviving corporation (collectively, a "Change in Control."). Such purchase of Shares shall be effectuated by the surrender to the Company, at its principal office, of the certificate evidencing the Warrants to be exercised, together with the purchase form on the reverse thereof duly filled in and signed, with signatures guaranteed, and upon payment to the Company of the Warrant Price (as defined in and determined in accordance with the provisions of this Section section 3 and Sections 7 and section 8 hereof), for the number of Shares in respect of which such Warrants are then exercised, but in no event for less than 100 Shares (unless less than an aggregate of 100 Shares are then purchasable under all outstanding Warrants held by a Warrantholder). . 3.2 Payment of the aggregate Warrant Price shall be made in cashpursuant to Section 3.3 hereof. Upon surrender of the Warrants and payment of such Warrant Price as aforesaid, by check, the Company shall issue and cause to be delivered with all reasonable dispatch to or as set forth in Section 3.3. 3.2 The Warrants shall be exercisable, at upon the election written order of the Warrantholder, either and in full such name or from time to time in part. Any Warrants not surrendered to the Company for exercise in accordance with Section 3.1 prior to 5:00 p.m., Pacific Time, on the Warrant Termination Date shall be void. 3.3 The Warrants shall be deemed to have been exercised immediately prior to the close of business on the date of their surrender for exercise as provided above, and the person entitled to receive the Shares issuable upon such exercise shall be treated for all purposes names as the holder of record of such shares as of the close of business on such date. As promptly as practicable on or after such date and in any event within ten (10) days thereafterWarrantholder may designate, the Company at its expense shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates for the number of full Shares issuable so purchased upon such the exercise of the Warrant, together with cash, as provided in Section 9 hereof, in respect of any fractional Shares otherwise issuable upon such surrender; provided that if the Shares deliverable upon exercise . Such certificate or certificates shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a holder of any Warrants are not subject to a currently effective Registration Statement under the Act, the Warrantholder has delivered record of such representations and certifications securities as the Company, or the Company's counsel, may reasonably require pursuant to Section 1.5 hereof. If the Warrants are exercised in part, the Company at its expense will execute and deliver new Warrants of like tenor exercisable for the number of Shares for which the Warrants may then be exercised. 3.4 In lieu of exercising the Warrants, the Warrantholder may elect to receive Shares equal to the value of the Warrants (or the portion thereof being canceled) by the date of surrender of the Warrants at and payment of the principal office Warrant Price, as aforesaid, notwithstanding that the certificate or certificates representing such securities shall not actually have been delivered or that the stock transfer books of the Company together with notice shall then be closed. The Warrants shall be exercisable, at the election of such election each Warrantholder, either in which full or from time to time in part and, in the event that a certificate evidencing the Warrants is exercised in respect of less than all of the Shares specified therein at any time prior to the Termination Date, a new certificate evidencing the remaining portion of the Warrants shall be issued by the Company shall issue to the Warrantholder a number of shares of Common Stock computed using the following formula: Y (A - B) X = --------- A Wheresuch Warrantholder.

Term of Warrants; Exercise of Warrants. 3.1 Subject to the terms of this Agreement, the Warrantholder shall have the right, at any time during the period commencing at 9:00 a.m., Pacific Time, on the date of the closing of the IPOOctober __, which shall be deemed closed for purposes of this Agreement at such time as Chemokine shall issue a minimum of eight million shares of common stock registered under the SB-2 Registration Statement for the IPO ("IPO Closing Date") of the Company's initial public offering ("IPO") pursuant to an effective registrations statement filed on Form SB-2 on August 2, 20042002, and ending at 5:00 p.m., Pacific Time, on the Warrant Termination Date, which shall be 36 months after IPO Closing DateDate (as said term is defined in the Loan Agreement), to purchase from the Company up to the number of fully paid and nonassessable Shares to which the Warrantholder may at the time be entitled to purchase pursuant to this Agreement, upon surrender to the Company, at its principal office, of the certificate evidencing the Warrants to be exercised, together with the purchase form on the reverse thereof duly filled in and signed, and upon payment to the Company of the Warrant Price (as defined in and determined in accordance with the provisions of this Section 3 and Sections 7 and 8 hereof), for the number of Shares in respect of which such Warrants are then exercised, but in no event for less than 100 Shares (unless less than an aggregate of 100 Shares are then purchasable under all outstanding Warrants held by a Warrantholder). Payment of the aggregate Warrant Price shall be made in cash, by check, or as set forth in Section 3.3. The Warrantholder shall be entitled to a credit against the Warrant Price in accordance with the provisions of Section 1.04 of the Loan Agreement. 3.2 The Warrants shall be exercisable, at the election of the Warrantholder, either in full or from time to time in part. Any Warrants not surrendered to the Company for exercise in accordance with this Section 3.1 prior to 5:00 p.m., Pacific Time, on the Warrant Termination Date shall be void. 3.3 The Warrants shall be deemed to have been exercised immediately prior to the close of business on the date of their surrender for exercise as provided above, and the person entitled to receive the Shares issuable upon such exercise shall be treated for all purposes as the holder of record of such shares as of the close of business on such date. As promptly as practicable on or after such date and in any event within ten (10) days thereafter, the Company at its expense shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates for the number of full Shares issuable upon such exercise together with cash, as provided in Section 9 hereof, in respect of any fractional Shares otherwise issuable upon such surrender; provided that if the Shares deliverable upon exercise of any Warrants are not subject to a currently effective Registration Statement under the Act, the Warrantholder has delivered such representations and certifications as the Company, or the Company's counsel, may reasonably require pursuant to Section 1.5 hereof. If In the event that the Warrants are exercised in part, the Company at its expense will execute and deliver new Warrants of like tenor exercisable for the number of Shares for which the Warrants may then be exercised. 3.4 In lieu of exercising the Warrants, the Warrantholder may elect to receive Shares equal to the value of the Warrants (or the portion thereof being canceled) by the surrender of the Warrants at the principal office of the Company together with notice of such election in which event the Company shall issue to the Warrantholder a number of shares of Common Stock computed using the following formula: Y (A - B) X = --------- A Where

Term of Warrants; Exercise of Warrants. 3.1 Subject to the terms of this Agreement, the each Warrantholder shall have the right, at any time during the period commencing at 9:00 a.m., Pacific Time, on the date of the closing of the IPONovember 23, which shall be deemed closed for purposes of this Agreement at such time as Chemokine shall issue a minimum of eight million shares of common stock registered under the SB-2 Registration Statement for the IPO ("IPO Closing Date") of the Company's initial public offering ("IPO") pursuant to an effective registrations statement filed on Form SB-2 on August 2, 2004, 2005 and ending at 5:00 p.m.p.m. Pacific time on November 23, Pacific Time, on 2007 (the Warrant "Termination Date, which shall be 36 months after IPO Closing Date"), to purchase from the Company up to the number of fully paid and nonassessable Shares to which the Warrantholder may at the time be entitled to purchase pursuant to this Agreement; provided, however that the right to exercise the Warrants shall terminate immediately upon a merger, acquisition, sale of voting control or sale of substantially all of the assets of the Company in which the shareholders of the Company do not own a majority of the outstanding shares of the surviving corporation (collectively, a "Change in Control"). Such purchase of Shares shall be effectuated by the surrender to the Company, at its principal office, of the certificate evidencing the Warrants to be exercised, together with the purchase form on the reverse thereof Purchase Form attached hereto as Appendix A duly filled in and signed, with signatures guaranteed, and upon payment to the Company of the Warrant Price (as defined in and determined in accordance with the provisions of this Section section 3 and Sections 7 and section 8 hereof), for the number of Shares in respect of which such Warrants are then exercised, but in no event for less than 100 Shares (unless less than an aggregate of 100 Shares are then purchasable under all outstanding Warrants held by a Warrantholder). . 3.2 Payment of the aggregate Warrant Price shall be made in cashpursuant to Section 3.3 hereof. Upon surrender of the Warrants and payment of such Warrant Price as aforesaid, by check, the Company shall issue and cause to be delivered with all reasonable dispatch to or as set forth in Section 3.3. 3.2 The Warrants shall be exercisable, at upon the election written order of the Warrantholder, either and in full such name or from time to time in part. Any Warrants not surrendered to the Company for exercise in accordance with Section 3.1 prior to 5:00 p.m., Pacific Time, on the Warrant Termination Date shall be void. 3.3 The Warrants shall be deemed to have been exercised immediately prior to the close of business on the date of their surrender for exercise as provided above, and the person entitled to receive the Shares issuable upon such exercise shall be treated for all purposes names as the holder of record of such shares as of the close of business on such date. As promptly as practicable on or after such date and in any event within ten (10) days thereafterWarrantholder may designate, the Company at its expense shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates for the number of full Shares issuable so purchased upon such the exercise of the Warrant, together with cash, as provided in Section 9 11 hereof, in respect of any fractional Shares otherwise issuable upon such surrender; provided that if the Shares deliverable upon exercise . Such certificate or certificates shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a holder of any Warrants are not subject to a currently effective Registration Statement under the Act, the Warrantholder has delivered record of such representations and certifications securities as the Company, or the Company's counsel, may reasonably require pursuant to Section 1.5 hereof. If the Warrants are exercised in part, the Company at its expense will execute and deliver new Warrants of like tenor exercisable for the number of Shares for which the Warrants may then be exercised. 3.4 In lieu of exercising the Warrants, the Warrantholder may elect to receive Shares equal to the value of the Warrants (or the portion thereof being canceled) by the date of surrender of the Warrants at and payment of the principal office Warrant Price, as aforesaid, notwithstanding that the certificate or certificates representing such securities shall not actually have been delivered or that the stock transfer books of the Company together with notice shall then be closed. The Warrants shall be exercisable, at the election of such election each Warrantholder, either in which full or from time to time in part and, in the event that a certificate evidencing the Warrants is exercised in respect of less than all of the Shares specified therein at any time prior to the Termination Date, a new certificate evidencing the remaining portion of the Warrants shall be issued by the Company shall issue to the Warrantholder a number of shares of Common Stock computed using the following formula: Y (A - B) X = --------- A Wheresuch Warrantholder.