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EXHIBIT 4.2
FRONT
NUMBER [LOGO] SHARES
GL INCORPORATED UNDER THE LAWS
OF THE STATE OF DELAWARE
CLASS A COMMON STOCK CLASS A COMMON STOCK
CUSIP _______
SEE REVERSE SIDE FOR CERTAIN
DEFINITIONS
THIS CERTIFIES THAT
IS THE OWNER OF
FULLY PAID AND NONASSESSABLE SHARES OF CLASS A COMMON STOCK, $0.01 PAR VALUE PER
SHARE, OF ALLERGAN SPECIALTY THERAPEUTICS, INC.
transferable on the books of the Corporation by the holder hereof in person or
by duly authorized attorney upon surrender of the certificate properly endorsed.
This Certificate is not valid unless countersigned and registered by the
Transfer Agent and Registrar.
Witness the facsimile seal of the Corporation and facsimile signatures of its
duly authorized officers.
Dated:
ALLERGAN SPECIALTY THERAPEUTICS, INC.
CORPORATE SEAL
1997
DELAWARE
[SIG] [SIG]
PRESIDENT AND CHIEF EXECUTIVE OFFICER SECRETARY
COUNTERSIGN AND REGISTERED:
FIRST CHICAGO TRUST COMPANY OF NEW YORK
TRANSFER AGENT AND REGISTRAR
BY:
AUTHORIZED SIGNATURE
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BACK ALLERGAN SPECIALTY THERAPEUTICS, INC.
The Corporation is authorized to issue 6,000,000 shares of Class A Common
Stock and 1,000 shares of Class B Common Stock.
The Corporation will furnish to any stockholder, upon request and without
charge, a statement of the 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, so far as the same shall have been fixed, and the authority of
the Board of Directors to designate and fix any preferences, rights and
limitations of any wholly unissued series. Any such request should be addressed
to the Secretary of the Corporation at its principal office.
THE SHARES OF ALLERGAN SPECIALTY THERAPEUTICS, INC. EVIDENCED HEREBY ARE
SUBJECT TO AN OPTION OF ALLERGAN, INC., ITS SUCCESSORS AND ASSIGNS, AS DESCRIBED
IN THE RESTATED CERTIFICATE OF INCORPORATION OF ALLERGAN SPECIALTY THERAPEUTICS,
INC., TO PURCHASE SUCH SHARES AT A PURCHASE PRICE DETERMINED IN ACCORDANCE WITH
ARTICLE FIFTH THEREOF, EXERCISABLE BY NOTICE TO ALLERGAN SPECIALTY THERAPEUTICS,
INC. AT ANY TIME DURING THE PERIOD ENDING ON DECEMBER 31, 2002; PROVIDED THAT
SUCH DATE WILL BE EXTENDED FOR SUCCESSIVE SIX MONTH PERIODS IF, AS OF ANY JUNE
30 OR DECEMBER 31 BEGINNING WITH JUNE 30, 2001, ALLERGAN SPECIALTY THERAPEUTICS,
INC. HAS NOT PAID (OR ACCRUED EXPENSES FOR) AT LEAST 95% OF ALL AVAILABLE FUNDS
(AS DEFINED IN THE RESTATED CERTIFICATE OF INCORPORATION) PURSUANT TO THE
RESEARCH AND DEVELOPMENT AGREEMENT BETWEEN ALLERGAN SPECIALTY THERAPEUTICS, INC.
AND ALLERGAN, INC. NOTWITHSTANDING THE FOREGOING SENTENCE, THE PURCHASE OPTION
WILL IN NO EVENT EXPIRE LATER THAN 11:59 P.M. NEW YORK TIME ON THE 90TH DAY
AFTER ALLERGAN SPECIALTY THERAPEUTICS, INC. PROVIDES ALLERGAN, INC. WITH A
STATEMENT THAT, AS OF THE END OF ANY CALENDAR MONTH, THERE ARE LESS THAN $15
MILLION OF AVAILABLE FUNDS REMAINING. COPIES OF THE RESTATED CERTIFICATE OF
INCORPORATION ARE AVAILABLE AT THE PRINCIPAL PLACE OF BUSINESS OF ALLERGAN
SPECIALTY THERAPEUTICS, INC. AND WILL BE FURNISHED TO ANY STOCKHOLDER ON REQUEST
AND WITHOUT COST.
TEN COM - as tenants in common UNIF TRF MIN ACT - _________ Custodian (until age )
(Cust)
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right _________ under Uniform Transfers
of survivorship and not as (Minor)
tenants in common to Minors Act ___________________
(State)
Additional abbreviations may also be used though not in the above list.
FOR VALUE RECEIVED, _________________________ hereby sells, assign and transfer unto
(Name of Assignor)
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
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(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING ZIP CODE OF ASSIGNEE)
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Shares
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of the Class A common stock represented by the within certificate and do hereby
irrevocably constitute and appoint
Attorney
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to transfer the said shares on the books of the within named Corporation with
full power of substitution in the premises.
Dated ____________________
X
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X
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Notice: The signature(s) to this assignment must
correspond with the name(s) as written
upon the face of the certificate in
every
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particular, without alteration or
enlargement or any change whatever.
Signature(s) Guaranteed:
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THE SIGNATURE(S) MUST 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.
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.