Exhibit 4.1
[CERTIFICATE]
COMMON STOCK
Number Common Shares
[GRAPHIC]
INCORPORATED UNDER THE LAWS CUSIP 68571P 10 0
OF THE STATE OF DELAWARE SEE REVERSE FOR CERTAIN DEFINITIONS
ORCHID
ORCHID BIOSCIENCES, INC.
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THIS CERTIFIES THAT
IS THE HOLDER OF
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FULLY-PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK, PAR VALUE OF $0.001 PER
SHARE, of [GRAPHIC] ORCHID BIOSCIENCES, INC.
transferable on the books of the Corporation by the holder hereof or by its duly
authorized attorney upon surrender of this Certificate properly endorsed or
assigned. This Certificate and the shares represented hereby are issued and
shall be held subject to the laws of the State of Delaware and the provisions of
the Certificate of Incorporation and the By-laws of the Corporation, as amended
from time to time to which the holder by acceptance hereof assents. This
Certificate is not valid unless 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.
[ORCHID BIOSCIENCES, INC. SEAL]
COUNTERSIGNED AND REGISTERED:
Dated: AMERICAN STOCK TRANSFER & TRUST COMPANY
(NEW YORK, N.Y.)
TRANSFER AGENT AND REGISTRAR
BY
[ILLEGIBLE SIGNATURE] [ILLEGIBLE SIGNATURE] AUTHORIZED SIGNATURE
Secretary Chairman, President and Chief Executive Officer
ORCHID BIOSCIENCES, INC.
The Corporation will furnish without charge to each stockholder who so
requests a statement of the designations, powers, 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. Such request may be made to the Corporation
or 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 UNIF GIFT MIN ACT= _______Custodian _____
TEN ENT - as tenants by the entireties (Cust) (Minor)
JT TEN - as joint tenants with right under Uniform Gifts to Minors
of survivorship and not as Act _____________________
tenants in common (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
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PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNEE
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of the stock represented by the within Certificate, and do hereby irrevocably
constitute and appoint
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to transfer the said stock on the books of the within-named Corporation with
full power of substitution in the premises.
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 CHANCE 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.
This certificate also evidences and entitles the holder hereof to certain
Rights as set forth in the Rights Agreement between Orchid BioSciences, Inc.
(the "Company") and American Stock Transfer & Trust Company (the "Rights Agent")
dated as of July 27, 2001 (the "Rights Agreement"), the terms of which are
hereby incorporated herein by reference and a copy of which is on file at the
principal offices of the Company. 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 Company 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
thereof. Under certain circumstances set forth in the Rights Agreement, Rights
issued to, or held by, any Person who is, was or becomes an Acquiring Person, an
Adverse Person or any Affiliate or Associate of an Acquiring Person or an
Adverse Person (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.