EXHIBIT 4.1
SPECIMEN OF COMMON STOCK
M(TM)
MYCOGEN CORPORATION
THIS CERTIFICATES IS TRANSFERABLE INCORPORATION UNDER THE LAWS OF THE STATE OF CALIFORNIA SEE REVERSE FOR STATEMENTS RELATING
IN BOSTON, MA OR NEW YORK, NY TO RIGHTS, PREFERENCES,
PRIVILEGES AND RESTRICTIONS, IF ANY
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This Certifies that CUSIP 628452 10 4
SPECIMEN
is the record holder of
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FULLY PAID AND NONASSESSABLE SHARES OF COMMON STOCK, $.001 PAR VALUE PER SHARE, OF
-------------------------------------------MYCOGEN CORPORATION-------------------------------------
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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 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 COUNTERSIGNED AND REGISTERED:
THE FIRST NATIONAL BANK OF BOSTON
TRANSFER AGENT AND REGISTRAR
BY /s/ M. Denzic
AUTHORIZED SIGNATURE
/s/ Carlton J. Eibl /s/ Jerry Caulder
SPECIMEN [STAMP OF MYCOGEN CORPORATION APPEARS HERE] SPECIMEN
SECRETARY CHAIRMAN OF THE BOARD
A statement of the rights, preferences, privileges and restrictions granted
to or imposed upon respective classes or series of shares and upon the holders
thereof as established, from time to time, by the Articles of incorporation of
the Corporation and by any certificate of determination, and the number of
shares constituting each class and series and the designations thereof, may be
obtained by the holder hereof upon written request and without charge from the
Secretary of the Corporation at its corporate headquarters.
This certificate also evidences and entitles the holder hereof to certain
rights as set forth in an Amended and Restated Rights Agreement between Mycogen
Corporation and The First National Bank of Boston dated as of October 19, 1995
(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
Mycogen 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. Mycogen Corporation will mail to the
holder of this certificate a copy of the Rights Agreement without charge after
receipt of a written request therefor. Under certain circumstances, as set forth
in the Rights Agreement, Rights Issued to any Person who becomes an Acquiring
Person (as defined in the Rights Agreement) may become null and void.
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 under Uniform Gifts to Minors
survivorship and not as tenants Act ........................................
in common (State)
UNIF TRF MIN ACT -- ............. Custodian (until age ........)
(Cust)
.................... Under Uniform Transfers
(Minors)
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
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_____________________________
X___________________________________________
X___________________________________________
THE SIGNATURE(S) TO THIS ASSIGNMENT MUST
NOTICE: 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
By_____________________________________________________
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.