Warrant To Purchase Common Stock To Abingworth Bio

Exhibit 10.11


Warrant to Purchase 309,656 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, Abingworth Bioventures SICAV or assigns ("Holder") is entitled to purchase, subject to the provisions of this Warrant, from 3-Dimensional Pharmaceuticals, Inc., a Delaware corporation (the "Company"), 309,656 fully paid, validly issued and nonassessable shares of Common Stock, par value $.001 per share, of the Company ("Common Stock") at a price of $1.25 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 $10,000,000 (the "Notes"), pursuant to a Note and Warrant Purchase Agreement dated as of November 18, 1999 (the "Agreement").


1. EXERCISE OF WARRANT.


a. This Warrant may be exercised in whole or in part at
any time or from time to time on or after November 18, 1999
until 5 p.m. New York City Time on November 18, 2000 (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 certificates 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.


b. 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)(ii), 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.


2. 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.


3. 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.


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


(i) 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 ...