CUBIST PHARMACEUTICALS

EX-4.1 2 a06-2545_1ex4d1.htm INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS, INCLUDING INDENTURES

Exhibit 4.1

 

CUBIST

PHARMACEUTICALS

 

NUMBER

 

SHARES

 

 

 

CBST

 

 

 

 

 

COMMON STOCK

 

SEE REVERSE SIDE

 

 

CERTAIN DEFINITIONS

 

 

 

INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE

 

 

 

THIS CERTIFICATE IS TRANSFERABLE

 

CUSIP 229678 10 7

IN CANTON, MA, JERSEY CITY, NJ

 

 

AND NEW YORK CITY, NY

 

 

 

THIS CERTIFIES THAT

 

is the owner of

 

FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK $.001 PAR VALUE, OF

 

======================== CUBIST PHARMACEUTICALS, INC. =======================

--------------------------- CERTIFICATE OF STOCK -----------------------------

 

transferable only on the books of the Corporation by the holder hereof in person or by duly authorized attorney upon surrender of this Certificate properly endorsed. This Certificate and the shares represented hereby are issued under and subject to the laws of the State of Delaware and to the Certificate of Incorporation and By-laws of the Corporation, all as amended from time to time. This Certificate is not countersigned and registered by the Transfer Agent and Registrant.

 

IN WITNESS WHEREOF, the Corporation has caused this Certificate to be signed by the facsimile signatures of its duly authorized officers and a facsimile of its corporate seal to be hereunto affixed.

&nb sp;

Dated:

 

/s/ Christopher D.T. Guiffre

[CORPORATE SEAL APPEARS HERE]

/s/ Michael W. Bonney

Secretary

 

President

 

Countersigned and registered:

 

EquiServe Trust Company, N.A.

Transfer Agent and Registrar

 

By

/s/ ILLEGIBLE

 

Authorized Signature

CUBIST PHARMACEUTICALS, INC.

 


 

The Corporation has more than one class of stock authorized to be issued.  The Corporation will furnish without charge to each stockholder upon written request, a copy of the full text of the preferences, qualifications and special and relative rights of the shares of each class of stock (and any series thereof) authorized to be issued by the Corporation.

 

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

 

TEN COM - as tenants in common

 

UNIF GIFT MIN ACT -----Custodian-----

TEN ENT - as tenant by the entities

 

 

   (Cust)      (Minor)

JT TEN - as joint tenants with

 

 

under Uniform Gifts to

right of survivorship

 

 

Minors Act

 

 

 

 

and not as tenants in

 

 

 

(State)

 

 

 

common

 

 

 

 

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

 

For value received,                                hereby sell, assign and transfer 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 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.

 

 

 

 

 

(Signature)

 

 

 

 

NOTICE:

 

The signature to 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.

 

(Signature Guaranteed)

 

 

 

 

 

 

All guarantees must be made by a financial

 

 

institution (such as a bank or broker) which is a

 

 

participant in the Securities Transfer Agents

 

 

Medallion Program (“STAMP”), the New York Stock

 

 

Exchange, Inc. Medallion Signature Program (“MSP”)

 

 

or the Stock Exchanges Medallion Program (“SEMP”)

 

 

and must not be dated. Guarantees by a notary

 

 

public are not accepted.

 

This Certificate also evidences and entitles to holder hereof to certain rights as set forth in a Rights Agreement between Cubist Pharmaceuticals, Inc. and EquiServe Trust Company, N.A., dated as of June 21, 1999, (as amended to date, the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Cubist Pharmaceuticals, Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may expire, or may be evidenced by separate certificates and will no longer be evidenced by this certificate. Cubist Pharmaceuticals, Inc. will mail to the registered holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request theref or. As described in the Rights Agreement, under certain circumstances, Rights held by Acquiring Persons (as defined in the Rights Agreement), or certain related Persons, and any subsequent holder of such Rights, may become null and void.