Form of Common Stock Certificate, as amended


 Exhibit 4.14 
  
 Renovis 
  
 INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE 
  

			
	[SEAL APPEARS HERE]	  	[SEAL APPEARS HERE]
		
	 	  	SEE REVERSE SIDE            
	 	  	 FOR CERTAIN DEFINITIONS    
  


		
	 	  	 CUSIP 759885 10 6             
  



  
 THIS CERTIFIES THAT 

 
 is the owner of 
  
 FULLY PAID AND NON-ASSESSABLE COMMON SHARES, $0.001 PAR VALUE, OF 
  
 RENOVIS, INC. 
  
 transferable on the books of the Corporation by the holder hereof in person or by Attorney
upon surrender of this certificate properly endorsed. This certificate is not valid unless countersigned by the Transfer Agent and Registrar. 
  
 IN WITNESS WHEREOF, the said Corporation has caused this certificate to be signed by facsimile signatures of its duly authorized officers. 
  
 Dated: 
  

			
	 /s/ COREY S. GOODMAN

	 	 /s/ ALAN C. MENDELSON


	PRESIDENT AND CHIEF EXECUTIVE OFFICER	 	SECRETARY

  

			
	                 COUNTERSIGNED AND REGISTERED:
	  	 
	                                   WELLS FARGO BANK,
N.A.
	  	 
	 	  	TRANSFER AGENT
	 	  	AND REGISTRAR
	BY	  	 
	 	  	AUTHORIZED SIGNATURE







 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: 
  

					
	 	  	 	  	UTMA –             
Custodian            
	 TEN COM –
	  	as tenants in common	  	                  (Cust)                    
(Minor)
			
	 TEN ENT –
	  	as tenants by entireties	  	under Uniform Transfer to Minors
			
	 JT TEN –
	  	as joint tenants with right of survivorship and not as tenants in common	  	 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 POSTAL 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.

  
 SIGNATURE GUARANTEED 
  

  
 ALL GUARANTEES MUST BE MADE BY A FINANCIAL INSTITUTION (SUCH AS A BANK OR BROKER) WHICH IS A PARTICIPANT IN THE SECURITIES TRANSFER AGENTS MEDALLION PROGRAM
(“STAMP”), THE NEW YORK STOCK EXCHANGE, INC. MEDALLION SIGNATURE PROGRAM (“MSP”), OR THE STOCK EXCHANGES MEDALLION PROGRAM (“SEMP”) AND MUST NOT BE DATED. GUARANTEES BY A NOTARY PUBLIC ARE NOT ACCEPTABLE. 
  
 THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH
IN AN AGREEMENT BETWEEN RENOVIS, INC. (THE “CORPORATION”) AND WELLS FARGO SHAREOWNER SERVICES, AS RIGHTS AGENT, DATED AS OF MARCH 24, 2005, AS THE SAME MAY BE AMENDED FROM TIME TO TIME (THE “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 CORPORATION. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE 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 AGREEMENT WITHOUT CHARGE AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR. AS DESCRIBED IN THE AGREEMENT, RIGHTS WHICH ARE OWNED
BY, TRANSFERRED TO OR HAVE BEEN OWNED BY ACQUIRING PERSONS OR ASSOCIATES OR AFFILIATES THEREOF (AS DEFINED IN THE AGREEMENT) SHALL BECOME NULL AND VOID AND WILL NO LONGER BE TRANSFERABLE.