0001104659-08-025916 Sample Contracts

METABASIS THERAPEUTICS, INC. WARRANT TO PURCHASE COMMON STOCK
Warrant Agreement • April 22nd, 2008 • Metabasis Therapeutics Inc • Pharmaceutical preparations • California

THIS CERTIFIES THAT, for value received, [ ], or assigns (the “Holder”), is entitled to subscribe for and purchase at the Exercise Price (defined below) from Metabasis Therapeutics, Inc., a Delaware corporation, with its principal office at 11119 Torrey Pines Road, La Jolla, California 92037 (the “Company”) up to [ ] shares of the common stock of the Company, par value $0.001 per share (the “Common Stock”).

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METABASIS THERAPEUTICS, INC. SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • April 22nd, 2008 • Metabasis Therapeutics Inc • Pharmaceutical preparations • California

THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made as of April 14, 2008, by and among METABASIS THERAPEUTICS, INC., a Delaware corporation (the “Company”) with its principal office at 11119 North Torrey Pines Road, La Jolla, California 92037, and the individuals and entities identified on the signature pages hereto (the “Purchasers”). Capitalized terms used herein but not otherwise defined shall have the meanings set forth in that certain Registration Rights Agreement of even date herewith in the form attached hereto as Exhibit F, by and among the Company and the individuals and entities identified on the signature pages thereto (the “Registration Rights Agreement”).

METABASIS THERAPEUTICS, INC. REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • April 22nd, 2008 • Metabasis Therapeutics Inc • Pharmaceutical preparations • California

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of April 14, 2008, by and among METABASIS THERAPEUTICS, INC., a Delaware corporation (the “Company”) with its principal office at 11119 North Torrey Pines Road, La Jolla, California 92037, and the individuals and entities identified on the signature pages hereto (the “Purchasers”).

METABASIS THERAPEUTICS, INC. WARRANT EXERCISE AGREEMENT FOR EXERCISE OF WARRANTS TO PURCHASE COMMON STOCK
Warrant Exercise Agreement • April 22nd, 2008 • Metabasis Therapeutics Inc • Pharmaceutical preparations

IF AND WHEN ACCEPTED BY METABASIS THERAPEUTICS, INC. (“COMPANY”), THIS WARRANT EXERCISE AGREEMENT (THE “AGREEMENT”), WHEN EXECUTED BELOW, SHALL CONSTITUTE AN ACCEPTANCE OF AN AMENDMENT OF THE WARRANTS AND AN EXERCISE OF THE WARRANTS WITH RESPECT TO THE WARRANTS AND NUMBER OF SHARES OF COMMON STOCK SUBJECT TO SUCH WARRANTS INDICATED ON EXHIBIT A HERETO. BY THE UNDERSIGNED’S EXECUTION BELOW, THE UNDERSIGNED ACKNOWLEDGES THAT IT UNDERSTANDS THAT THE COMPANY IS RELYING UPON THE ACCURACY AND COMPLETENESS HEREOF IN COMPLYING WITH ITS OBLIGATIONS UNDER FEDERAL AND STATE SECURITIES LAWS.

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