exv4w6



 






EXHIBIT 4.6




LA JOLLA PHARMACEUTICAL COMPANY

SPECIMEN COMMON STOCK CERTIFICATE




COMMON STOCK




	 	 	 	 	 
	NUMBER

[          ]
	 	[LA JOLLA PHARMACEUTICAL COMPANY LOGO]


INCORPORATED UNDER THE LAWS OF THE STATE
OF 
DELAWARE
	 	SHARES

[          ]

CUSIP 503459 30 7
	 	 	 	 	 
	 
	 	 	 	SEE REVERSE FOR
CERTAIN

DEFINITIONS






This Certifies that




is the owner of




FULLY PAID AND NONASSESSABLE SHARES OF THE COMMON STOCK OF




LA JOLLA PHARMACEUTICAL COMPANY



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 by the Transfer Agent and Registrar.

WITNESS the facsimile seal of the Corporation and the facsimile signatures of its duly authorized
officers.




Dated:



	 	 	 	 	 
	/s/ Gail A. Sloan
	 	[SEAL]
	 	/s/ Steven B. Engle
	 
	 	 	 	 
	SECRETARY
	 	 	 	CHAIRMAN AND CEO






COUNTERSIGNED AND REGISTERED:

AMERICAN STOCK TRANSFER & TRUST COMPANY

TRANSFER AGENT AND REGISTRAR




	 	 	 	 	 
	By:

	 	 
	 	 
	 

	 	 	 	 
	 

	 	AUTHORIZED SIGNATURE	 	 






[REVERSE]




LA JOLLA PHARMACEUTICAL COMPANY



The Corporation will furnish without charge to each stockholder who so requests a statement of
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.





 









 




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

TEN ENT

JT TEN


	 	—

—

—

	 	as tenants in common

as tenants by the entireties

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




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 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.



This certificate also represents Rights that entitle the holder hereof to certain rights as set
forth in a Rights Agreement between the Corporation and American Stock Transfer & Trust Company, as
Rights Agent, dated as of December 3, 1998, as amended (the “Rights Agreement”), the terms,
conditions and limitations of which are hereby incorporated by reference and a copy of which is on
file at the principal offices of the Corporation. 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 Corporation 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 therefor. Under certain circumstances set forth in the Rights Agreement,
Rights issued to, or beneficially owned by, any Person who is, was or becomes an Acquiring Person
or any Affiliate or Associate thereof (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.