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EXHIBIT 4.2
ChemGenics Pharmaceuticals Inc.
Common
CERTIFICATE
NO. ___________
For * * Shares
Issued to
*Specimen*__________________________
____________________________________
____________________________________
Dated Specimen ____________________
FROM WHOM TRANSFERRED
Dated Specimen ____________________
NO. ORIGINAL NO. ORIGINAL NO. OF SHARES
CERTIFICATE SHARES TRANSFERRED
______________________________________________
Received Certificate No.____________
Specimen
For * Specimen * Shares
this ______ day of __________________
_____________________________________
*Specimen*
_____________________________________
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RESTRICTED SECURITIES SEE REVERSE SIDE
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
No. Specimen *Specimen* Shares
ChemGenics Pharmaceuticals Inc.
This Certifies That *Specimen* ________________________________________________
is the owner of *Specimen* _____________________________________________ Shares
of the Common Capital Stock of
ChemGenics Pharmaceuticals Inc.
transferable only on the books of the Corporation by the holder hereof in
person or by Attorney upon surrender of this Certificate properly endorsed.
IN WITNESS WHEREOF, the said Corporation has caused this
Certificate to be signed by its duly authorized officers and
its Corporate Seal to be hereunto affixed this ______ day of
_______________A.D. _______
__________________________________
[SEAL] President or Vice President
__________________________________
Secretary or Assistant Secretary
SHARES 0.01 Par Value EACH
2
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C E R T I F I C A T E
FOR
* *
SHARES
of the
Common Capital Stock
of
ChemGenics Pharmaceuticals Inc.
ISSUED TO
*Specimen*
DATE
Specimen
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THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAW AND THEY MAY NOT BE SOLD OR
OTHERWISE TRANSFERRED BY ANY PERSON, INCLUDING A PLEDGEE, UNLESS (1) EITHER (a)
A REGISTRATION STATEMENT WITH RESPECT TO SUCH SHARES SHALL BE EFFECTIVE UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, OR (b) THE CORPORATION SHALL HAVE
RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION THAT AN
EXEMPTION FROM REGISTRATION UNDER SUCH ACTS IS THEN AVAILABLE, AND (2) THERE
SHALL HAVE BEEN COMPLIANCE WITH ALL APPLICABLE SECURITIES LAWS.
THE CORPORATION IS AUTHORIZED TO ISSUE MORE THAN ONE CLASS OR SERIES OF STOCK.
THE CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS
THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL, OR
OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF AND THE
QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS.
THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS SET
FORTH IN THE 1992 INCENTIVE STOCK OPTION AGREEMENT WITH THIS COMPANY, A COPY OF
WHICH AGREEMENT IS AVAILABLE FOR INSPECTION AT THE OFFICES OF THE COMPANY OR
WILL BE MADE AVAILABLE UPON REQUEST.
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For Value Received, ____ hereby sell, assign and transfer unto
________________________________________________________________________________
________________________________________________________________________ Shares
of the Capital Stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint _____________________________________________
Attorney to transfer the said Stock on the books of the within named
Corporation with full power of substitution in the premises.
Dated _________________
In presence of _________________________________________________
NOTICE. THE SIGNATURE OF THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS
WRITTEN UPON THE FACE OF THE CERTIFICATE, IN EVERY PARTICULAR, WITHOUT
ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.
