EX-4.1:



 






Exhibit 4.1








	COMMON STOCK COMMON STOCK




	V-




	THIS CERTIFICATE IS TRANSFERABLE CANTON, MA, JERSEYCITY, NJ

OR NEW YORK, NY




	INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE




	CUSIP 91914F 10 0 IN




	SEE REVERSE
FOR CERTAIN DEFINITIONS




	THIS CERTIFIES THAT




	is the owner of




	FULLY PAID AND NONASSESSABLE SHARES OF COMMON STOCK, $0.001 PAR VALUE, OF




	VALERA PHARMACEUTICALS, INC.




	transferable on the books of the Corporation by the holder hereof in person or by duly authorized
attorney upon the 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:
Secretary and Chief Financial Officer            President and Chief Executive Officer




	COUNTERSIGNED AND REGISTERED




	EQUISERVE TRUST COMPANY, N.A.




	TRANSFER AGENT AND REGISTRAR




	AUTHORIZED SIGNATURE

















 





VALERA PHARMACEUTICALS, INC.




     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	 	 	 	 	 	 
	 

	 	 	 	 	 
	 	 	 	 	 
	 

	 	 	 	 	 	(Cust)
	 	 	 	(Minor)	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	TEN ENT-	 	as tenants by the entireties	 	 	under Uniform Gifts to Minors
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	JT TEN-	 	as joint tenants with	 	Act	 	 
	 	 	right of survivorship and
	 	 	(State)

	 	 	not as tenants in common	 	 	 	
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	UNIF TRF MIN ACT-	 	 	 Custodian (until age	 	 	) 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	(Cust)	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	under Uniform Transfers
	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	(Minor)	 	 	 	 	 	 	 	 
	 

	 	 	 	 	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 Common Stock represented by the within Certificate, and do(es) 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	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	NOTICE:	 	THE SIGNATURE(S) TO THIS ASSIGNMENT MUST 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) 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 OR DESTROYED, THE CORPORATION WILL
REQUIRE A BOND OF INDEMNITY AS A CONDITION TO THE ISSUANCE OF A REPLACEMENT CERTIFICATE.