Corgentech Inc. Common Stock Certificate

NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME(s) AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.

SIGNATURE(S) GUARANTEED:

Summary

This document certifies that the named holder owns fully paid and nonassessable shares of common stock in Corgentech Inc., a Delaware corporation. The shares can be transferred by the holder or an authorized attorney upon proper endorsement and surrender of the certificate. The certificate is only valid when countersigned by the transfer agent and registered by the registrar. It also outlines procedures for transferring shares and provides information on how shareholders can request details about the rights and preferences of the stock.

EX-4.2 4 a2127088zex-4_2.htm EXHIBIT 4.2
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Exhibit 4.2

COMMON STOCK		COMMON STOCK

CGT
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE		SEE REVERSE FOR CERTAIN DEFINITIONS
		CUSIP 21872P 10 5
This Certifies that
is the record holder of

FULLY PAID AND NONASSESSABLE SHARES OF COMMON STOCK, $.001 PAR VALUE, OF

CORGENTECH INC.

transferable on the books of the Corporation by the holder hereof in person or by duly authorized attorney upon the surrender of this certificate properly endorsed. This certificate is not valid until countersigned by the Transfer Agent and registered by the Registrar.

WITNESS the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers.

Dated:

/s/ Matthew B. Hemington
SECRETARY

CORGENTECH INC.
CORPORATE SEAL
1999 DELAWARE

/s/ John P. McLaughlin
PRESIDENT AND CHIEF EXECUTIVE OFFICER

COUNTERSIGNED AND REGISTERED

MELLON INVESTOR SERVICES LLC

TRANSFER AGENT AND REGISTRAR

AUTHORIZED SIGNATURE

CORGENTECH INC.

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. Such requests shall be made to the Corporation's Secretary at the principal office of the Corporation.

The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations:

		TEN COM-		as tenants in common
		TEN ENT-		as tenants by the entireties
		JT TEN-		as joint tenants with right of survivorship and not as tenants in common

UNIF GIFT MIN ACT-		Custodian
	(Cust)		(Minor)
	under Uniform Gifts to Minors

		Act
				(State)

UNIF TRF MIN ACT-		Custodian	(until age	)
	(Cust)
		under Uniform Transfers to Minors
	(Minor)

		Act
				(State)

Additional abbreviations may also be used though not in the above list.

FOR VALUE RECEIVED,		hereby sell, assign and transfer(s) unto

PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE

(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE OF ASSIGNEE)

		Shares
of the Common Stock represented by the within Certificate, and do(es) 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.

THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION, (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15.

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