Exhibit 4.3


 


INCORPORATED
UNDER THE LAWS OF


THE
STATE OF DELAWARE


 


	
  

  	
  

  	
  

  
	
  COMMON STOCK

  	
  AMAG PHARMACEUTICALS, INC.

  	
  CUSIP
  00163U 10 6

  
	
  $.01 PAR VALUE

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

  	
  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:


 


	
  

  	
   

  	
  

  
	
  PRESIDENT

  	
  AMAG
  Pharmaceuticals, Inc

  	
  TREASURER

  
	
   

  	
  CORPORATE

  	
   

  
	
   

  	
  SEAL

  	
   

  
	
   

  	
  1981

  	
   

  
	
   

  	
  DELAWARE

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  COUNTERSIGNED AND
  REGISTERED:

  
	
   

  	
  AMERICAN STOCK TRANSFER &
  TRUST COMPANY, LLC

  
	
   

  	
  (NEW YORK, N.Y.)

  
	
   

  	
  TRANSFER AGENT AND REGISTRAR

  
	
   

  	
  BY

  
	
   

  	
  AUTHORIZED SIGNATURE

  
				



 

















 


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 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

  	
  -
  as tenants in common

  	
  UNIF
  GIFT MIN ACT -          
  Custodian      

  
	
  TEN
  ENT

  	
  -
  as tenants by the entireties

  	
                                          (Cust)                  
  (Minor)

  
	
  JT
  TEN

  	
  -
  as joint tenants with right of survivorship

  	
  under
  Uniform Gifts to Minors

  
	
   

  	
    and not as tenants in common

  	
  Act

  
	
  COM
  PROP

  	
  -
  as community property

  	
                                             (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:

   

   

  	
   

  	
  THIS
  CERTIFICATE ALSO EVIDENCES AND ENTITLES THE  HOLDER HEREOF
  TO CERTAIN RIGHTS AS SET FORTH IN A

  
	
   

  	
  THE
  SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION
  (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH
  MEMBERSHIP N AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO
  S.E.C. RULE 17Ad-15.

  	
   

  	
  RIGHTS
  AGREEMENT BETWEEN AMAG PHARMACEUTICALS,  INC. (THE “COMPANY”) AND AMERICAN STOCK
  TRANSFER &  TRUST COMPANY, LLC AS
  RIGHTS AGENT (THE “RIGHTS  AGENT”), DATED AS OF SEPTEMBER 4, 2009, AS AMENDED  FROM TIME TO
  TIME (THE “RIGHTS AGREEMENT”),
  THE TERMS  OF WHICH ARE HEREBY INCORPORATED HEREIN BY  REFERENCE AND
  A COPY OF WHICH IS ON FILE AT THE  PRINCIPAL
  EXECUTIVE OFFICES OF THE COMPANY. 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 COMPANY WILL MAIL TO THE HOLDER OF  THIS
  CERTIFICATE A COPY OF THE RIGHTS AGREEMENT  WITHOUT CHARGE
  AFTER RECEIPT OF A WRITTEN REQUEST  THEREFOR. AS
  DESCRIBED IN THE RIGHTS AGREEMENT,  RIGHTS ISSUED
  TO ANY PERSON WHO BECOMES AN  ACQUIRING
  PERSON OR AN AFFILIATE OR ASSOCIATE  THEREOF (AS
  DEFINED IN THE RIGHTS AGREEMENT) AND  CERTAIN
  RELATED PERSONS, WHETHER CURRENTLY HELD BY  OR ON BEHALF
  OF SUCH PERSON OR BY ANY SUBSEQUENT  HOLDER, SHALL
  BECOME NULL AND VOID.