EXHIBIT 4.1




 




COMMON SHARES




 




RGL
RIGEL PHARMACEUTICALS, INC.




 




INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE




 




CUSIP 766559 60 3




 




SEE REVERSE FOR CERTAIN DEFINITIONS
 
This Certifies that                                                                                                         is the record holder of
 
FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK,
PAR VALUE $0.001 PER SHARE, OF
RIGEL PHARMACEUTICALS, INC.




 




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 is not valid unless countersigned and registered by the Transfer Agent and Registrar.




 




In Witness Whereof, the Corporation has caused this Certificate to be executed and attested to by the manual or facsimile signatures of its duly authorized officers, under a facsimile of its corporate seal to be affixed hereto.
 
Dated:
 
VICE PRESIDENT,
CHIEF FINANCIAL OFFICER AND SECRETARY
CHAIRMAN OF THE BOARD AND
CHIEF EXECUTIVE OFFICER




 




Countersigned and Registered:
Wells Fargo Bank Minnesota, N.A.,
Transfer Agent
and Registrar




 




By:
Authorized Officer




 




 




RIGEL PHARMACEUTICALS, INC.




 




Upon request the Corporation will furnish any holder of shares of Common Stock of the Corporation, without charge, with a full statement of the powers, designations, preferences, and relative, participating, optional or other special rights of any class or series of capital stock of the Corporation, 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
	N
	as tenants in common

	TEN ENT
	N
	as tenants by the entireties

	JT TEN
	N
	as joint tenants with right of

	 
	 
	survivorship and not as tenants

	 
	 
	in common






 




	 
	UNIF GIFT MIN ACT
	N
	 
	Custodian
	 

	 
	 
	(Cust)
	 
	(Minor)
	 

	 
	 
	under Uniform Gifts 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 Common 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




 




In presence of
X
X




 




NOTICE
THE SIGNATURE(S) 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(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 SEC RULE 17Ad-15.




 




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