Exhibit
4.2


 




	
  

  	
  THIS CERTIFIES
  THAT is the owner of CUSIP DATED COUNTERSIGNED AND REGISTERED: COMPUTERSHARE
  TRUST COMPANY, N.A. TRANSFER AGENT AND REGISTRAR, FULLY-PAID AND
  NON-ASSESSABLE SHARES OF THE COMMON STOCK OF Anacor Pharmaceuticals, Inc.
  (hereinafter called the “Company”), transferable on the books of the Company
  in person or by duly authorized attorney, upon surrender of this Certificate
  properly endorsed. This Certificate and the shares represented hereby, are
  issued and shall be held subject to all of the provisions of the Certificate
  of Incorporation, as amended, and the By-Laws, as amended, of the Company
  (copies of which are on file with the Company and with the Transfer Agent),
  to all of which each 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 Company and the facsimile
  signatures of its duly authorized officers. COMMON STOCK PAR VALUE $0.001
  COMMON STOCK THIS CERTIFICATE IS TRANSFERABLE IN CANTON, MA AND JERSEY CITY,
  NJ SEE REVERSE FOR CERTAIN DEFINITIONS P H A R M A C E U T I C A L S
  Certificate Number Shares ANACOR PHARMACEUTICALS, INC. INCORPORATED UNDER THE
  LAWS OF THE STATE OF DELAWARE President and Chief Executive Officer Senior
  Vice President and Chief Financial Officer By AUTHORIZED SIGNATURE 032420 10
  1 <<Month Day, Year>> ZQ 000000 1234567

  






 












	
  

  	
  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 under Uniform Gifts to
  Minors Act JT TEN - as joint tenants with right of survivorship UNIF TRF MIN
  ACT Custodian (until age) and not as tenants in common (Cust) (Minor) under
  Uniform Transfers 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 Shares Attorney Dated:  20 Signature: Signature: 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. (Cust) (Minor) (State) PLEASE INSERT
  SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE (PLEASE PRINT OR
  TYPEWRITE NAME AND ADDRESS, INCLUDING POSTAL ZIP CODE, OF ASSIGNEE) of the
  common stock represented by the within Certificate, and do hereby irrevocably
  constitute and appoint to transfer the said stock on the books of the
  within-named Corporation with full power of substitution in the premises. .
  ANACOR PHARMACEUTICALS, INC. THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH
  STOCKHOLDER WHO SO REQUESTS, A SUMMARY OF THE POWERS, DESIGNATIONS,
  PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF
  EACH CLASS OF STOCK OF THE COMPANY AND THE QUALIFICATIONS, LIMITATIONS OR
  RESTRICTIONS OF SUCH PREFERENCES AND RIGHTS, AND THE VARIATIONS IN RIGHTS,
  PREFERENCES AND LIMITATIONS DETERMINED FOR EACH SERIES, WHICH ARE FIXED BY
  THE CERTIFICATE OF INCORPORATION OF THE COMPANY, AS AMENDED, AND THE
  RESOLUTIONS OF THE BOARD OF DIRECTORS OF THE COMPANY, AND THE AUTHORITY OF
  THE BOARD OF DIRECTORS TO DETERMINE VARIATIONS FOR FUTURE SERIES. SUCH
  REQUEST MAY BE MADE TO THE OFFICE OF THE SECRETARY OF THE COMPANY OR TO THE
  TRANSFER AGENT. THE BOARD OF DIRECTORS MAY REQUIRE THE OWNER OF A LOST OR
  DESTROYED STOCK CERTIFICATE, OR HIS LEGAL REPRESENTATIVES, TO GIVE THE
  COMPANY A BOND TO INDEMNIFY IT AND ITS TRANSFER AGENTS AND REGISTRARS AGAINST
  ANY CLAIM THAT MAY BE MADE AGAINST THEM ON ACCOUNT OF THE ALLEGED LOSS OR
  DESTRUCTION OF ANY SUCH CERTIFICATE. Signature(s) Guaranteed: Medallion
  Guarantee Stamp THE SIGNATURE(S) SHOULD 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.