exv4w1



 






Exhibit 4.1







	COMMON STOCK COMMON STOCK




	XP




	INCORPORATED UNDER THE LAWS SEE REVERSE FOR CERTAIN




	OF THE STATE OF DELAWARE DEFINITIONS AND RESTRICTIONS




	CUSIP 98411C 10 0




	THIS CERTIFIES THAT




	is the registered holder of: AUTHORIZED SIGNATURE
FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK, PAR VALUE $0.001 PER SHARE OF




	XENOPORT, INC.
transferable on the books of the Corporation by the holder hereof in person or by duly authorized Attorney upon surrender of this certificate            TRANSFER AGENT AND REGISTRAR




	properly endorsed. This certificate and the shares represented hereby are issued and shall be
held subject to all the provisions of the Certificate




	of Incorporation and the Bylaws of the Corporation and all amendments thereto, copies of which
are on file at the office of the Corporation, to




	which the holder, by acceptance hereof assents. This certificate is not valid until
countersigned and registered by the transfer agent and registrar.




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




	WITNESS the facsimile seal of the Corporation and the




	Dated:




	SECRETARY




	facsimile signatures of its duly authorized officers.




	CHIEF EXECUTIVE OFFICER






 









 








	XENOPORT, INC.




	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. Such requests shall be made to the Corporation’s Secretary at the
principal office of the Corporation.




	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 commonUNIF GIFT MIN ACT- Custodian
(Cust) (Minor)
TEN ENT-as tenants by the entireties
under Uniform Gifts to Minors
JT TEN-as joint tenants with
right of survivorship andAct
not as tenants in common (State)
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(s) 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 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




	SIGNATURE(S) GUARANTEED:WHATEVER.
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.