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Exhibit 4.3    
    



	COMMON STOCK	 	COMMON STOCK
	
NUMBER	

 	

SHARES
	NPI 5092	NeoPharm	 
	
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
	

THIS CERTIFICATE IS TRANSFERABLE IN

CHICAGO, ILLINOIS OR

NEW YORK, NEW YORK	

 	
CUSIP 640919 10 6
 SEE REVERSE FOR CERTAIN DEFINITIONS
	
This Certifies that	

 	

 
	 	SPECIMEN	 
	

is the owner of	

 	

 
	
FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK, $.0002145 PAR VALUE, OF
	
NeoPharm, Inc., transferable on the books of the Corporation by the owner hereof in person or by duly authorized attorney upon surrender of this certificate
properly endorsed.
	
SPECIMEN
 This certificate is not valid unless 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.	

 	
SPECIMEN
	
Dated:	

 	

 
	

CHIEF FINANCIAL OFFICER AND SECRETARY	

[NeoPharm, Inc. SEAL]	

PRESIDENT AND CHIEF EXECUTIVE OFFICER





COUNTERSIGNED
REGISTERED:

        COMPUTERSHARE INVESTOR SERVICES, LLC  


TRANSFER AGENT

AND REGISTRAR, 


BY



AUTHORIZED
SIGNATURE 






        The
Corporation will furnish without charge, to each stockholder who so requests, a copy of the provisions setting forth the powers, designations, preferences and relative,
participating, optional or other special rights of each class of stock or series thereof which the Corporation is authorized to issue, 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 (until age	    
	)
	TEN ENT	 	—	 	as tenants by the entireties	 	 	(Cust)	 	 	 
	JT TEN	 	—	 	as joint tenants with right of survivorship and not as tenants

in common	 	 	    
 (Minor)

to Minors Act	under Uniform Gifts	 	 
	 	 	 	 	 	 	 	 	    
 (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
	

 
	

 	

 
	
	 





	


	


	


	

	
 	
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	

    
	

 	
 	

 
	

 	

 	
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.	 





THIS
CERTIFICATE ALSO EVIDENCES AND ENTITILES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN A RIGHTS AGREEMENT BETWEEN NEOPHARM, INC. AND COMPUTERSHARE INVESTOR SERVICES LLC, AS THE RIGHTS
AGENT, DATED AS OF JUNE 30, 2003 (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
NEOPHARM, INC. 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. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS
AGREEMENT, RIGHTS ISSUED TO, OR HELD 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. 










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Exhibit 4.3