Exhibit
4.1


 


[FACE OF CERTIFICATE]


 


[LOGO]


 


NUMBER

BST


 


SHARES


 


INCORPORATED
UNDER THE LAWS OF THE STATE OF DELAWARE


 


THIS
CERTIFICATE IS TRANSFERABLE IN THE CITY OF BOSTON, MA OR NEW YORK, NY


 


SEE REVERSE
FOR CERTAIN DEFINITIONS AND A STATEMENT AS TO RIGHTS, PREFERENCES, PRIVILEGES
AND RESTRICTIONS, IF ANY


 


CUSIP 090945
10 6


 


This
Certifies that


 


is the
record holder of


 


FULLY PAID
AND NONASSESSABLE SHARES OF COMMON STOCK, $.01 PAR VALUE PER SHARE, OF


 


BIOSITE
INCORPORATED


 


transferable
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 until countersigned by the Transfer Agent and
registered by the Registrar. WITNESS the facsimile seal of the Corporation and
the facsimile signatures of its duly authorized officers.


 


Dated


 


VICE
PRESIDENT, FINANCE AND CHIEF FINANCIAL OFFICER


 


PRESIDENT
AND CHIEF EXECUTIVE OFFICER


 


COUNTERSIGNED
AND REGISTERED: AMERICAN STOCK TRANSFER & TRUST COMPANY TRANSFER AGENT AND
REGISTRAR


 


	
  BY

  	
   

  	
   

  	
   

  
	
   

  
	
  AUTHORIZED
  SIGNATURE

  



 

















 


[BACK OF
CERTIFICATE]


 


A statement
of 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 as established,
from time to time, by the Certificate of Incorporation of the Corporation and
by any certificate of determination, the number of shares constituting each
class and series, and the designations thereof, may be obtained by the holder
hereof upon request and without charge at the principal office of the
Corporation.


 


This
certificate also evidences and entitles the holder hereof to certain Rights as
set forth in a Rights Agreement between Biosite Incorporated (the “Company”)
and American Stock Transfer & Trust Company (the “Rights Agent”) dated as
of March 1, 2000, as amended from time to time (the “Rights Agreement”), the
terms of which are hereby incorporated herein by reference and a copy of which
is on file at the principal offices of the Company. 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. The Company will mail to the holder of
this certificate a copy of the Rights Agreement without charge within five days
after receipt of a written request therefor. Under certain circumstances,
Rights issued to Acquiring Person (as defined in the Rights Agreement) or
certain related Persons and any subsequent holder of such Rights may become
null and void.


 


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 —
                
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 unto


 


 


2

















 


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 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(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 WHATEVER.


 


Signature
(s) Guaranteed


 


	
  By

  	
   

  	
   

  	
   

  



 


THE
SIGNATURE(S) SHOULD 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.


 


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