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EX 4-1
COMMON STOCK COMMON STOCK
NUMBER KBI KOSAN BIOSCIENCES INCORPORATED SHARES
INCORPORATED UNDER THE LAWS
OF THE STATE OF DELAWARE SEE REVERSE FOR CERTAIN DEFINITIONS
CUSIP 50064W 10 7
This Certifies that
Is the record holder of
FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK, $.001 PAR
VALUE, OF
-----------------------------KOSAN BIOSCIENCES INCORPORATED-------------------
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.
IN WITNESS WHEREOF the Corporation has caused this certificate to be
signed in facsimile by its duly authorized officers and a facsimile of its
corporate seal.
Dated:
/s/ MICHAEL S. OSTRACH [SEAL] /s/ DANIEL V. SANTI
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CHIEF OPERATING OFFICER AND CHAIRMAN AND CHIEF EXECUTIVE
ASSISTANT SECRETARY OFFICER
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KOSAN BIOSCIENCES INCORPORATED
THE CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO
REQUESTS, A FULL STATEMENT OF THE DESIGNATIONS, RELATIVE RIGHTS, PREFERENCES
AND LIMITATIONS OF EACH CLASS OF STOCK OR SERIES THEREOF AUTHORIZED TO BE
ISSUED AND THE AUTHORITY OF THE BOARD OF DIRECTORS OF THE CORPORATION TO
DESIGNATE AND FIX THE RELATIVE RIGHTS, PREFERENCES AND LIMITATIONS OF CLASSES
OF PREFERRED STOCK IN SERIES.
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
TEN ENT - as tenants by the entireties
JT WROS - as joint tenants with right of survivorship
and not as tenants in common
UNIF GIFT MIN ACT - _________________ Custodian ________________
(Cust) (Minor)
under Uniform Gifts 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
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PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
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/ /
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(Please print or typewrite name and address including postal zip code of
assignee)
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------------------------------------------------------------------------ Shares
of the Common Stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint
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Attorney to transfer the said Shares 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 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.
