Exhibit 4.1


 


[FACE OF CERTIFICATE]


 


AMAG


 


INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE


 


[LOGO]


 


COMMON STOCK


$.01 PAR VALUE


 


AMAG PHARMACEUTICALS, INC.


 


THIS CERTIFICATE IS TRANSFERABLE IN BOSTON, MASSACHUSETTS AND IN NEW
YORK, NEW YORK


 


CUSIP 00163U 10 6


SEE REVERSE FOR CERTAIN DEFINITIONS


 


THIS CERTIFIES THAT


 


is the owner of


 


FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK, $.01 PAR VALUE,
OF


 


AMAG PHARMACEUTICALS, INC. transferable on the books of the Corporation
in person or by attorney upon surrender of this certificate properly endorsed.
This certificate and the shares represented hereby are subject to the laws of
the State of Delaware and to the Certificate of Incorporation and the By-laws
of the Corporation as from time to time amended.


 


This certificate is not valid until countersigned and registered by the
Transfer Agent and Registrar.


 


IN WITNESS WHEREOF, AMAG PHARMACEUTICALS, INC. has caused its facsimile
corporate seal and the facsimile signatures of its duly authorized officers to be
hereunto affixed.


 


Dated:


 


[SIGNATURE]


PRESIDENT


 


[SEAL]


 


[SIGNATURE]


TREASURER


 

















 


COUNTERSIGNED AND REGISTERED:


AMERICAN STOCK TRANSFER & TRUST COMPANY


(NEW YORK, N.Y.)


TRANSFER AGENT


AND REGISTRAR


BY


AUTHORIZED SIGNATURE


 


 


[REVERSE OF CERTIFICATE]


The Corporation will furnish without charge to each stockholder who so
requests the powers, designations, preferences and relative, participating,
optional or other special rights of each class of sock 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:


 


TEN COM — as tenants in common


TEN ENT — as tenants by the entireties


JT TEN — as joint tenants with right of survivorship and not as tenants
in common


COM PROP - as community property


 


	
  UNIF GIFT MIN ACT —

  	
   

  	
  Custodian

  	
   

  	
  under Uniform Gifts to Minors

  	
   

  
	
   

  	
  (Cust)

  	
   

  	
  (Minor)

  	
   

  	
   

  
	
  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 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,

  	
   

  	
   

  



 


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:


 


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.