EXHIBIT 3.3
LA JOLLA PHARMACEUTICAL COMPANY
SPECIMEN COMMON STOCK CERTIFICATE
COMMON STOCK
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| INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE | SEE REVERSE FOR |
This Certifies that ____________________ is the owner of ____________________
FULLY PAID AND NONASSESSABLE SHARES OF THE COMMON STOCK OF
LA JOLLA PHARMACEUTICAL COMPANY
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 by the Transfer Agent and Registrar.
WITNESS the facsimile signatures of its duly authorized officers.
Dated:_________
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CHIEF FINANCIAL OFFICER |
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| CHIEF EXECUTIVE OFFICER |
COUNTERSIGNED AND REGISTERED:
AMERICAN STOCK TRANSFER & TRUST COMPANY
TRANSFER AGENT AND REGISTRAR
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By: |
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[REVERSE OF CERTIFICATE]
LA JOLLA PHARMACEUTICAL COMPANY
The Corporation will furnish without charge to each stockholder who so requests a statement of 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 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:
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TEN COM |
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| as tenants in common |
| UNIF GIFT MIN ACT —______Custodian |
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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.
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Dated |
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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.
This certificate also represents Rights that entitle the holder hereof to certain rights as set forth in a Rights Agreement between the Corporation and American Stock Transfer & Trust Company, as Rights Agent, dated as of December 3, 1998, as amended (the “Rights Agreement”), the terms, conditions and limitations of which are hereby incorporated by reference and a copy of which is on file at the principal offices of the Corporation. Under certain circumstances, as set forth in the Rights 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 Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or beneficially owned by, any Person who is, was or becomes an Acquiring Person or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void.