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Exhibit 4.3




FORM OF




RIGHT CERTIFICATE





			
	 	 	 
	Certificate No. R-
	 	_____ Rights







	 	 	NOT EXERCISABLE AFTER OCTOBER 8, 2011, OR EARLIER IF REDEMPTION OR EXCHANGE OCCURS.
THE RIGHTS ARE SUBJECT TO REDEMPTION AT $0.001 PER RIGHT AND TO AMENDMENT ON THE
TERMS SET FORTH IN THE RIGHTS AGREEMENT.





RIGHT CERTIFICATE

CYPRESS BIOSCIENCE, INC.




     This certifies that ___________________ or his, her or its 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 September 27,
2010 (the “Rights Agreement”), between Cypress Bioscience, Inc., a Delaware corporation (the
“Company”), and American Stock Transfer & Trust Company, LLC (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., New York time, on October 8, 2011 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
$15 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 which may be purchased upon exercise hereof) set forth above, and the Purchase
Price set forth above, are the number and Purchase Price as of October 8, 2010, 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) such Acquiring Person or an Affiliate or Associate of such Acquiring Person (as such terms are
defined in the Rights Agreement), (ii) a transferee of such Acquiring Person (or of any such
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 such Acquiring
Person (or of any such 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.



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     As provided in the Rights Agreement, the Purchase Price and the number of one one-hundredths
of a Preferred Share which may be purchased upon the exercise of the Rights evidenced 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 and
the above-mentioned offices of the Rights Agent.



     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.



     No fractional Preferred Shares will be issued upon the exercise of any Right or Rights
evidenced hereby (other than fractions which 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
which 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 effective as of
________ , 20__.



	 	 	 	 	 	 	 

	Attest:	 	Cypress Bioscience, Inc.
	 
	 	 	 	 	 	 
	 

	 	 	 	By:	 	 
	 	 	 	 	 
	Name:

	 	 	 	Name:	 	 
	 

	 	 
	 	 	 	 
	Title:

	 	 	 	Title:	 	 
	 

	 	 
	 	 	 	 




Countersigned:




American Stock Transfer & Trust Company, 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 an “eligible guarantor institution” as defined in Rule
17Ad-15 promulgated under the Securities Exchange Act of 1934, as amended.



 





     The undersigned hereby certifies that (1) the Rights evidenced by this Right Certificate are
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 thereof (as such terms are defined in the Rights Agreement);
and (2) after due inquiry and to the best of the knowledge of the undersigned, the undersigned did
not acquire the Rights evidenced by this Right Certificate from any Person who is or was an
Acquiring Person or an Affiliate or Associate thereof.



________________________________________




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 American Stock Transfer & Trust Company, 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)




 




o If the foregoing box is checked, the undersigned is electing to exercise the foregoing number of
Rights not by paying the cash purchase price therefor, but on a cashless basis in accordance with
Section 11(a)(ii)(B) of the Rights Agreement, by surrendering each of such Rights for a share of
common stock of the Company.



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 an “eligible guarantor institution” as defined in Rule
17Ad-15 promulgated under the Securities Exchange Act of 1934, as amended.



 






     The undersigned hereby certifies that (1) the Rights evidenced by this Right Certificate are
not beneficially owned by nor are they being exercised on behalf of an Acquiring Person or an
Affiliate or Associate thereof (as such terms are defined in the Rights Agreement); and (2) after
due inquiry and to the best of the knowledge of the undersigned, the undersigned did not acquire
the Rights evidenced by this Right Certificate from any Person who is or was an Acquiring Person or
an Affiliate or Associate thereof.



_____________________________________




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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