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| Number AT |  | Shares |
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE | Acorda Therapeutics, Inc. | CUSIP 00484M 10 6 SEE REVERSE FOR CERTAIN DEFINITIONS |
This certifies that
is the owner of
FULLY PAID AND NON-ASSESSABLE SHARES OF THE
COMMON STOCK, PAR VALUE $.001 PER SHARE, OF
Acorda Therapeutics, Inc.
(hereinafter the "Corporation"), transferable 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 is not valid until countersigned and registered by the Transfer Agent and Registrar.
WITNESS the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers.
Dated:
 PRESIDENT AND CHIEF EXECUTIVE OFFICER | [SEAL] |  SECRETARY |
COUNTERSIGNED AND REGISTERED: | ||||||
| AMERICAN STOCK TRANSFER & TRUST COMPANY | ||||||
| (NEW YORK, NEW YORK) | TRANSFER AGENT AND REGISTRAR | |||||
| BY | ||||||
| AUTHORIZED SIGNATURE | ||||||
ACORDA THERAPEUTICS, INC.
The Corporation will furnish without charge to each stockholder who so requests a statement of the powers, designations, preferences, and relative, participating, optional or other special rights of each class of stock or series thereof of the Corporation, and the qualifications, limitations or restrictions of such preferences and/or rights.
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 | UNIF GIFT MIN ACT— | Custodian | |||
| TEN ENT | — | as tenants by the entireties | (Cust) | (Minor) | |||
| JT TEN | — | as joint tenants with right of survivorship and not as tenants in common | under Uniform Gifts to Minors Act | ||||
(State) | |||||||
Additional abbreviations may also be used though not in the above list.
Important Notice:When you sign your name to this Assignment Form without filling in the name of your "Assignee" or "Attorney", this stock certificate becomes fully negotiable, similar to a check endorsed in blank. Therefore, to safeguard a signed certificate, it is recommended that you either (i) fill in the name of the new owner in the "Assignee" blank, or (ii) if you are sending the signed certificate to your bank or broker, fill in the name of the bank or broker in the "Attorney" blank. Alternatively, instead of using the Assignment Form, you may sign a separate "stock power" form and then mail the unsigned stock certificate and the signed "stock power" in separate envelopes. For added protection, use certified or registered mail for a stock certificate.
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 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 ________________ | ||||
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