Santarus, Inc. Common Stock Certificate and Transfer Agreement

Summary

This document certifies that the named holder owns fully paid and nonassessable shares of common stock in Santarus, Inc., a Delaware corporation. The certificate allows the holder to transfer shares by proper endorsement and is only valid when countersigned by the transfer agent. It also references certain rights under an agreement with American Stock Transfer & Trust Company, which may affect the transferability of shares under specific conditions. The certificate must be kept safe, and a bond is required for replacement if lost or destroyed.

EX-4.2 4 a03424exv4w2.txt EXHIBIT 4.2 EXHIBIT 4.2 SAN NUMBER COMMON STOCK SHARES ___________________ SEE REVERSE FOR CERTAIN DEFINITIONS [LOGO] INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE CUSIP 802817 30 4 THIS CERTIFIES THAT: IS THE OWNER OF FULLY PAID AND NONASSESSABLE SHARES OF COMMON STOCK, PAR VALUE $.0001 PER SHARE, of SANTARUS, INC., transferable on the books of Santarus, Inc. by the holder hereof in person, or by duly authorized attorney, upon surrender of this Certificate properly endorsed. This Certificate is not valid until countersigned and registered by the Transfer Agent and Registrar. IN WITNESS WHEREOF, SANTARUS, INC. has caused this Certificate to be executed by the facsimile signatures of its duly authorized officers and sealed with the facsimile seal of Santarus, Inc. Dated: /s/ DEBRA P. CRAWFORD /s/ GERALD T. PROEHL - ------------------------ ------------------------ SENIOR VICE PRESIDENT AND [CORPORATE SEAL] PRESIDENT AND SECRETARY CHIEF EXECUTIVE OFFICER COUNTERSIGNED AND REGISTERED AMERICAN STOCK TRANSFER & TRUST COMPANY TRANSFER AGENT AND REGISTRAR AUTHORIZED SIGNATURE The Corporation will furnish without charge to each stockholder who so requests in writing, the designations, powers, 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. Any such request may be made to the Corporation or to the Transfer Agent. 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) 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 IDENTIFY NUMBER OF ASSIGNEE ______________________________________ ________________________________________________________________________________ (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING POSTAL ZIP CODE, OF ASSIGNEE) ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________ Shares of the common 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: _________________ X ________________________________________________ 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(s) Guaranteed: ___________________________________________________ THE SIGNATURE(S) SHOULD 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. This certificate also evidences and entitles the holder hereof to certain rights as set forth in an Agreement between Santarus, Inc. (the "Corporation") and American Stock Transfer & Trust Company, as Rights Agent, dated as of November 12, 2004, as the same may be amended from time to time (the "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 the Corporation. Under certain circumstances, as set forth in the Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Corporation will mail to the holder of this certificate a copy of the Agreement without change after receipt of a written request therefor. AS DESCRIBED IN THE AGREEMENT, RIGHTS WHICH ARE OWNED BY, TRANSFERRED TO OR HAVE BEEN OWNED BY ACQUIRING PERSONS OR ASSOCIATES OR AFFILIATES THEREOF (AS DEFINED IN THE AGREEMENT) SHALL BECOME NULL AND VOID AND WILL NO LONGER BE TRANSFERABLE. Keep this certificate in a safe place. If it is lost, stolen, mutilated, or destroyed, the Corporation will require a bond of indemnity as a condition to the issuance of a replacement certificate.