Form Of Warrant To Purchase Common Stock

EXHIBIT 10.33


EXHIBIT B


Void after 5:00 p.m. New York Time, on [________, ______]
Warrant to Purchase __________ Shares of Common Stock or such
additional shares as this Warrant may entitle the holder
to purchase pursuant to provisions of this Warrant.


WARRANT TO PURCHASE COMMON STOCK


OF


3-DIMENSIONAL PHARMACEUTICALS, INC.


This is to Certify That, FOR VALUE RECEIVED, __________ or assigns ("Holder"), is entitled to purchase, subject to the provisions of this Warrant, from 3-Dimensional Pharmaceuticals, Inc., a Delaware corporation (the "Company"), _______ fully paid, validly issued and nonassessable shares of Common Stock, par value $.001 per share, of the Company ("Common Stock") at a price of $____ per share during the Exercise Period (as defined below). The number of shares of Common Stock to be received upon the exercise of this Warrant and the price to be paid for each share of Common Stock may be adjusted from time to time as hereinafter set forth. The shares of Common Stock deliverable upon such exercise, and as adjusted from time to time, are hereinafter sometimes referred to as "Warrant Shares" and the exercise price of a share of Common Stock in effect at any time and as adjusted from time to time is hereinafter sometimes referred to as the "Exercise Price". This Warrant is being issued in connection with the issuance by the Company of Warrants to purchase shares of Common Stock and promissory notes in the aggregate principal amount of up to $______________ (the "Notes"), pursuant to a Loan Agreement dated as of _________________ (the "Agreement").


a. EXERCISE OF WARRANT.


i. This Warrant may be exercised in whole or in part at any
time or from time to time on or after _____, _____ until 5 p.m.
New York City Time on _____, _____ (the "Exercise Period");
provided, however, that if such day is a day on which banking
institutions in the State of New York are authorized by law to
close, then on the next succeeding day which shall not be such a
day. This Warrant may be exercised by presentation and surrender
hereof to the Company at its principal office, or at the office
of its stock transfer agent, if any, with the Purchase Form
annexed hereto duly executed and accompanied by payment of the
Exercise Price for the number of Warrant Shares specified in such
form. As soon as practicable after each such exercise of the
warrants, but not later than seven (7) days from the date of such
exercise, the Company shall issue and deliver to the Holder a
certificate or certificate for the Warrant Shares issuable upon
such exercise, registered in the name of the


Holder or its designee. If this Warrant should be exercised in
part only, the Company shall, upon surrender of this Warrant for
cancellation, execute and deliver a new Warrant evidencing the
rights of the Holder thereof to purchase the balance of the
Warrant Shares purchasable thereunder. Upon receipt by the
Company of this Warrant at its office, or by the stock transfer
agent of the Company at its office, in proper form for exercise,
the Holder shall be deemed to be the holder of record of the
shares of Common Stock issuable upon such exercise,
notwithstanding that the stock transfer books of the Company
shall then be closed or that certificates representing such
shares of Common Stock shall not then be physically delivered to
the Holder.


ii. At any time during the Exercise Period, the Holder may, at
its option, exchange this Warrant, in whole or in part (a
"Warrant Exchange") into the number of Warrant Shares determined
in accordance with this Section (a)(2), by surrendering this
Warrant at the principal office of the Company or at the office
of its stock transfer agent, accompanied by a notice stating such
Holder's intent to effect such exchange, the number of Warrant
Shares to be exchanged and the date on which the Holder requests
that such Warrant Exchange occur (the "Notice of Exchange"). The
Warrant Exchange shall take place on the date specified in the
Notice of Exchange or, if later, the date the Notice of Exchange
is received by the Company (the "Exchange Date"). Certificates
for the shares issuable upon such Warrant Exchange and, if
applicable, a new warrant of like tenor evidencing the balance of
the shares remaining subject to this Warrant, shall be issued as
of the Exchange Date and delivered to the Holder within seven (7)
days following the Exchange Date. In connection with any Warrant
Exchange, this Warrant shall represent the right to subscribe for
and acquire the number of Warrant Shares (rounded to the next
highest integer) equal to (i) the number of Warrant Shares
specified by the Holder in its Notice of Exchange (the "Total
Number") less (ii) the number of Warrant Shares equal to the
quotient obtained by dividing (A) the product of the Total Number
and the existing Exercise Price by (B) the Fair Market Value.
"Fair Market Value" shall mean: (1) if the Common Stock is listed
on a National Securities Exchange or admitted to unlisted trading
privileges on such exchange or listed for trading on the NASDAQ
system, the average of the last reported sale prices of the
Common Stock on such exchange or system for the twenty (20)
business days ending on the last business day prior to the date
for which the determination is being made; or (2) if the Common
Stock is not so listed or admitted to unlisted trading
privileges, the average of the means of the last reported bid and
asked prices reported by the National Quotation Bureau, Inc. for
the twenty (20) business days ending on the last business day
prior to the date for which the determination is being made; or
(3) if the Common Stock is not so listed or admitted to unlisted
trading privileges and bid and asked prices are not so reported,
an amount, not less than book value thereof as at the


end of the most recent fiscal year of the Company ending prior to
the Exchange Date, determined in such reasonable manner as may be
prescribed by the Board of Directors of the Company.


b. RESERVATION OF SHARES. The Company shall at all times reserve for
issuance and/or delivery upon exercise of this Warrant such number of
shares of its Common Stock as shall be required for issuance and
delivery upon exercise of the Warrants.


c. FRACTIONAL SHARES. No fractional shares or script representing
fractional shares shall be issued upon the exercise of this Warrant.
With respect to any fraction of a share called for upon any exercise
hereof, the Company shall pay to the Holder an amount in cash equal to
such fraction multiplied by the Fair Market Value of a share.


d. EXCHANGE, TRANSFER, ASSIGNMENT OR LOSS OF WARRANT.


(1) This Warrant is exchangeable, without expense, at the
option of the Holder, upon presentation and surrender hereof
to the Company or at the office of its stock transfer agent,
if any, for other warrants of different denominations
entitling the holder thereof to purchase in the aggregate
the same number of shares of Common Stock purchasable
hereunder. Subject to the restrictions set forth in
subparagraph (ii) below, upon surrender of this Warrant to
the Company at its principal office or at the office of its
stock transfer agent, if any, with the Assignment Form
annexed hereto duly executed and funds sufficient to pay any
transfer tax, the Company shall, without charge, execute and
deliver a new Warrant in the name of the assignee named in
such instrument of assignment and this Warrant shall
promptly be canceled. This Warrant may be divided or
combined with other warrants which carry the same rights
upon presentation hereof at the principal office of the
Company or at the office of its stock transfer agent, if
any, together with a written notice specifying the names and
denominations in which new Warrants are to be issued and
signed by the Holder hereof. The term "Warrant" as used
herein includes any Warrants into which this Warrant may be
divided or exchanged. Upon receipt by the Company of
evidence satisfactory to it of the loss, theft, destruction
or mutilation of this Warrant, and (in the case of loss,
theft or destruction) of reasonably satisfactory
indemnification, and upon surrender and cancellation of this
Warrant, if mutilated, the Company will execute and deliver
a new Warrant of like tenor and date. Any such new Warrant
executed and delivered shall constitute an additional
contractual obligation on the part of the Company, whether
or not this Warrant so lost, stolen, destroyed, or mutilated
shall be at any time enforceable by


anyone.


(2) This Warrant and the shares of Common Stock issuable
upon exercise hereof have not been registered under the
Securities Act of 1933, as amended, or state securities laws
by reason of an exemption therefrom. The shares of Common
Stock issuable upon exercise of this Warrant are not
transferable except as provided in the Agreement and the
Stockholders' Agreement dated as of ____________, as amended
from time to time ("Stockholders' Agreement"). Shares of
Common Stock issuable upon exercise of this Warrant will
bear an appropriate legend to this effect. The restrictions
contained herein shall be binding on any transferee of the
Common Stock issuable upon exercise of this Warrant and the
Company may require any such transferee to execute an
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