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EXHIBIT 4.1




FORM OF RIGHT CERTIFICATE





(Exhibit B to Rights Agreement)




			
	Certificate No. R-
	 	___Rights







NOT EXERCISABLE
AFTER JANUARY 13, 2016 OR EARLIER IF REDEMPTION OR EXCHANGE OCCURS.
THE RIGHTS ARE SUBJECT TO REDEMPTION AT $0.001 PER RIGHT AND TO EXCHANGE ON THE
TERMS SET FORTH IN THE RIGHTS AGREEMENT.



RIGHT CERTIFICATE

XENOPORT, INC.




     This
certifies that              
               
             or registered assigns,
is the registered owner of
the number of Rights set forth above, each of which entitles the owner thereof, subject to the
terms, provisions and conditions of the Rights Agreement, dated as of December 15, 2005 (the
“Rights Agreement”), between XenoPort, Inc., a Delaware corporation
(the “Company”), and Mellon
Investor Services LLC, a New Jersey limited liability company (the “Rights Agent”),
 to purchase
from the Company at any time after the Distribution Date (as such term is defined in the Rights
Agreement) and prior to 5:00 p.m., Pacific Time,
on January 13, 2016 at the office of the
Rights Agent designated for such purpose, or at the office of its successor as Rights Agent, one
one-hundredth of a fully paid non-assessable share of Series A Junior Participating Preferred
Stock, par value $0.001 per share (the “Preferred Shares”), of the Company, at a
purchase price of
$140.00 per one one-hundredth of a Preferred Share (the “Purchase Price”), upon
 presentation and
surrender of this Right Certificate with the Form of Election to Purchase duly executed. The
number of Rights evidenced by this Right Certificate (and the number of one one-hundredths of a
Preferred Share that may be purchased upon exercise hereof) set forth above, and the Purchase Price
set forth above, are the number and Purchase Price as of        
                   
              ,    
                 , based on the
Preferred Shares as constituted at such date.



     From and after
the time any Person becomes an Acquiring Person, (as such terms are defined in
the Rights Agreement), if the Rights evidenced by this Right Certificate are beneficially owned by
(i) an Acquiring Person or an Affiliate or Associate of any such Acquiring Person (as such terms
are defined in the Rights Agreement), (ii) a transferee of any such Acquiring Person, Associate or
Affiliate who becomes a transferee after the Acquiring Person becomes such or (iii) under certain
circumstances specified in the Rights Agreement, a transferee of any such Acquiring Person,
Associate or Affiliate who becomes a transferee prior to or concurrently with the Acquiring Person
becoming such, such Rights shall become null and void without any further action and no holder
hereof shall have any right with respect to such Rights from and after the time any Person becomes
an Acquiring Person.



     As provided in the
Rights Agreement, the Purchase Price and the number of one one-hundredths
of a Preferred Share that may be purchased upon the exercise of the Rights evidenced



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by this Right Certificate are subject to modification and adjustment upon the happening of
certain events.



     This Right Certificate is subject to all of the terms, provisions and conditions of the Rights
Agreement, as amended from time to time, which terms, provisions and conditions are hereby
incorporated herein by reference and made a part hereof and to which Rights Agreement reference is
hereby made for a full description of the rights, limitations of rights, obligations, duties and
immunities hereunder of the Rights Agent, the Company and the holders of the Right Certificates.
Copies of the Rights Agreement are on file at the principal executive offices of the Company.



     This Right Certificate, with or without other Right Certificates, upon surrender at the office
of the Rights Agent designated for such purpose, may be exchanged for another Right Certificate or
Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like
aggregate number of Preferred Shares as the Rights evidenced by the Right Certificate or Right
Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate
shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another
Right Certificate or Right Certificates for the number of whole Rights not exercised.



     Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate
(i) may be redeemed by the Company at a redemption price of $0.001 per Right or (ii) may be
exchanged in whole or in part for shares of the Company’s Common Stock, par value $0.001 per share,
or, upon circumstances set forth in the Rights Agreement, cash, property or other securities of the
Company, including fractions of a share of Preferred Stock.



     No fractional Preferred Shares will be issued upon the exercise of any Right or Rights
evidenced hereby (other than fractions that are integral multiples of one one-hundredth of a
Preferred Share, which may, at the election of the Company, be evidenced by depositary receipts)
but in lieu thereof a cash payment will be made, as provided in the Rights Agreement.



     No holder of this Right Certificate shall be entitled to vote or receive dividends or be
deemed for any purpose the holder of the Preferred Shares or of any other securities of the Company
that may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights
Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a
stockholder of the Company or any right to vote for the election of directors or upon any matter
submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate
action, or to receive notice of meetings or other actions affecting stockholders (except as
provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise,
until the Right or Rights evidenced by this Right Certificate shall have been exercised as provided
in the Rights Agreement.



     This Right Certificate shall not be valid or obligatory for any purpose until it shall have
been countersigned by the Rights Agent.



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     Witness the facsimile signature of the proper officers of the Company and its
corporate seal. Dated as of                      ___, 20___.



	 	 	 
	Attest:

	 	XenoPort, Inc.
	 
	 	 
	 

	 	 
	William J. Rieflin

	 	Ronald W. Barrett, PhD
	President and Secretary

	 	Chief Executive Officer






Countersigned:




Mellon Investor Services LLC

as Rights Agent




	 	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

[Authorized Signature]
	 	 






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Form of Reverse Side of Right Certificate




FORM OF ASSIGNMENT




(To be executed by the registered holder if such

holder desires to transfer the Right Certificate.)




     For Value Received                                                               hereby sells, assigns and
transfers unto



 




(Please print name and address of transferee)



                                                                                                                                                                                                         this Right Certificate,
together with all right, title and interest therein, and does hereby irrevocably constitute and
appoint                                          Attorney, to transfer the within Right Certificate on the books of
the within-named Company, with full power of substitution.




Dated:                                                             




	 	 	 
	 

	 	 
	 

	 	Signature






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Signature Guaranteed:




     Signatures must be guaranteed by a participant in the Securities Transfer Agent Medallion
Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion
Signature Program.



     The undersigned hereby certifies by checking the appropriate boxes that:



     (1) this Right Certificate o is o is not being sold, assigned or transferred by or on
behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate of an Acquiring
Person (as such terms are defined in the Rights Agreement); and



     (2) after due inquiry and to the best of the knowledge of the undersigned, it o did o
did not acquire the Rights evidenced by this Right Certificate from any Person who is, was or
subsequently became an Acquiring Person or an Affiliate or Associate of an Acquiring Person.



	 	 	 	 	 
	Dated:
	 	 	 	 
	 

	 	 
	 	 
	 

	 	 	 	Signature






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FORM OF ELECTION TO PURCHASE




(To be executed if holder desires to exercise

Rights represented by the Right Certificate.)




To Mellon Investor Services LLC:




     The undersigned hereby irrevocably elects to exercise                                          Rights
represented by this Right Certificate to purchase the Preferred Shares issuable upon the exercise
of such Rights and requests that certificates for such Preferred Shares be issued in the name of:



Please insert social security

or other identifying number:                                         




 




(Please print name and address)




 




If such number of Rights shall not be all the Rights evidenced by this Right Certificate, a new
Right Certificate for the balance remaining of such Rights shall be registered in the name of and
delivered to:




Please insert social security

or other identifying number:                                         




 




(Please print name and address)




 





Dated:                                         




	 	 	 
	 

	 	 
	 

	 	Signature






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Signature Guaranteed:




     Signatures must be guaranteed by a participant in the Securities Transfer Agent Medallion
Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion
Signature Program.



     The undersigned hereby certifies by checking the appropriate boxes that:



     (1) this Right Certificate o is o is not being sold, assigned or transferred by or on
behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate of an Acquiring
Person (as such terms are defined in the Rights Agreement); and



     (2) after due inquiry and to the best of the knowledge of the undersigned, it o did o
did not acquire the Rights evidenced by this Right Certificate from any Person who is, was or
subsequently became an Acquiring Person or an Affiliate or Associate of an Acquiring Person.



	 	 	 	 	 
	Dated:
	 	 	 	 
	 

	 	 
	 	 
	 

	 	 	 	Signature





 




NOTICE




     The signature in the Form of Assignment or Form of Election to Purchase, as the case may be,
must conform to the name as written upon the face of this Right Certificate in every particular,
without alteration or enlargement or any change whatsoever.



     In the event the certification set forth above in the Form of Assignment or the Form of
Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will
deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring
Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and such
Assignment or Election to Purchase will not be honored.




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