Exhibit 4.1


 


CUBIST


PHARMACEUTICALS


 


	
  NUMBER

  	
   

  	
  SHARES

  
	
   

  	
   

  	
   

  
	
  CBST

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  COMMON STOCK

  	
   

  	
  SEE REVERSE
  SIDE

  
	
   

  	
   

  	
  CERTAIN
  DEFINITIONS

  
	
   

  	
   

  	
   

  
	
  INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE

  
	
   

  	
   

  	
   

  
	
  THIS
  CERTIFICATE IS TRANSFERABLE

  	
   

  	
  CUSIP 229678
  10 7

  
	
  IN CANTON,
  MA, JERSEY CITY, NJ

  	
   

  	
   

  
	
  AND NEW YORK
  CITY, NY

  	
   

  	
   

  



 


THIS CERTIFIES THAT


 


is
the owner of


 


FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK $.001 PAR VALUE, OF
 
======================== CUBIST PHARMACEUTICALS, INC. =======================
--------------------------- CERTIFICATE OF STOCK -----------------------------
 
transferable only on the books of the Corporation by the holder hereof in person or by duly authorized attorney upon surrender of this Certificate properly endorsed. This Certificate and the shares represented hereby are issued under and subject to the laws of the State of Delaware and to the Certificate of Incorporation and By-laws of the Corporation, all as amended from time to time. This Certificate is not countersigned and registered by the Transfer Agent and Registrant.
 
IN WITNESS WHEREOF, the Corporation has caused this Certificate to be signed by the facsimile signatures of its duly authorized officers and a facsimile of its corporate seal to be hereunto affixed.
 


	Dated:

	 

	/s/ Christopher D.T. Guiffre
	[CORPORATE SEAL APPEARS HERE]
	/s/ Michael W. Bonney

	Secretary
	 
	President

	 

	Countersigned and registered:

	 

	EquiServe Trust Company, N.A.

	Transfer Agent and Registrar

	 

	By
	/s/ ILLEGIBLE
	 

	Authorized Signature

	CUBIST PHARMACEUTICALS, INC.

					



 

















 


The Corporation has more than one class of stock authorized to be issued.  The Corporation will furnish without charge to each stockholder upon written request, a copy of the full text of the preferences, qualifications and special and relative rights of the shares of each class of stock (and any series thereof) authorized to be issued by the Corporation.
 
The following abbreviations, when used in the inscription on the face of this Certificate, shall be construed at 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 tenant by the entities
	 
	 
	   (Cust)      (Minor)

	JT TEN - as joint tenants with
	 
	 
	under Uniform Gifts to

	right of survivorship
	 
	 
	Minors Act
	 
	 
	 
	 

	and not as tenants in
	 
	 
	 
	(State)
	 
	 
	 

	common
	 
	 
	 




 
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 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.

	 
	 
	 

	 

	 
	(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.




 


	(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 accepted.




 
This Certificate also evidences and entitles to holder hereof to certain rights as set forth in a Rights Agreement between Cubist Pharmaceuticals, Inc. and EquiServe Trust Company, N.A., dated as of June 21, 1999, (as amended to date, 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 Cubist Pharmaceuticals, Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may expire, or may be evidenced by separate certificates and will no longer be evidenced by this certificate. Cubist Pharmaceuticals, Inc. will mail to the registered 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, under certain circumstances, Rights held by Acquiring Persons (as defined in the Rights Agreement), or certain related Persons, and any subsequent holder of such Rights, may become null and void.