exv4w1






     


Exhibit 4.1




     
















 





     A statement of the rights, preferences, privileges and restrictions granted to or imposed upon
the respective classes or series of shares and upon the holders thereof as established by the
Certificate of Incorporation of the Corporation and by any certificate of designations, and the
number of shares constituting each class or series and the designations thereof, may be obtained by
any stockholder of the Corporation upon written request and without charge from the Secretary of
the Corporation at its corporate headquarters.



     This Certificate also evidences and entitles the holder hereof to certain Rights as set forth
in a Stockholder Rights Agreement between AVANIR Pharmaceuticals, Inc. and American Stock Transfer
& Trust Company, LLC (or any successor thereto), as Rights Agent, as amended, restated, renewed,
supplemented or extended from time to time (the “Rights Agreement”), the terms of which are hereby
incorporated herein by reference and a copy of which may be obtained at the principal offices of
AVANIR Pharmaceuticals, Inc. and the stock transfer administration office of the Rights Agent.
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. AVANIR Pharmaceuticals,
Inc. may redeem the Rights at a redemption price of $0.0001 per Right, subject to adjustment, under
the terms of the Rights Agreement. AVANIR Pharmaceuticals, Inc. will mail to the holder of this
Certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge
promptly after receipt of a written request therefor. Under certain circumstances, Rights issued to
or held by Acquiring Persons or any Affiliates or Associates thereof (as defined in the Rights
Agreement), and any subsequent holder of such Rights, may become null and void. The Rights shall
not be exercisable, and shall be void so long as held, by a holder in any jurisdiction where the
requisite qualification, if any, to the issuance to such holder, or the exercise by such holder, of
the Rights in such jurisdiction shall not have been obtained or be obtainable.



     KEEP THIS CERTIFICATE IN A SAFE PLACE. IF IT IS LOST, STOLEN, OR DESTROYED THE CORPORATION
WILL REQUIRE A BOND OF INDEMNITY AS A CONDITION TO THE ISSUANCE OF A REPLACEMENT CERTIFICATE.



     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
	TEN ENT

	 	—
	 	as tenants by the entireties
	JT TEN

	 	—
	 	as joint tenants with right of 

survivorship and not as tenants 
in common










	 	 	 	 	 	 	 	 	 	 	 
	UNIF GIFT MIN ACT

	 	—
	 	 
	 	Custodian
	 	 
	 	 
	 

	 	 	 	 

(Cust)
	 	 

(Minor)
	 	 
	 
	 	 	 	 	under Uniform Gifts to Minors	 	 
	 
	 

	 	 	 	Act	 	 	 	 	 	 
	 	 	 	 	 
	 	 
	 
	 

	 	 	 	 	 	(State)	 	 	 	 
	 
	UNIF TRF MIN ACT

	 	—
	 	 
 

(Cust)
	 Custodian (until age 
	 
 

	 	) 
	 
	 	 	 	 	 	 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 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                                                             




	 	 	 	 	 
	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 WHATSOEVER.
	 	 






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.