Exhibit 4.3


    
      

    

     

    Exhibit
      4.3

    

      
        	
                NUMBER

              	
                SHARES   
                  

              
	
                RX__________

              	
                ________

              


      

      
SPECIMEN

      
        	 	
                REXAHN PHARMACEUTICALS, INC.

              	
                SEE
                  REVERSE FOR

              
	 	
                INCORPORATED
                  UNDER THE LAWS OF THE STATE OF DELAWARE

              	
                CERTAIN
                  DEFINITIONS

              
	 	
                COMMON
                  STOCK

              	
                CUSIP
                  761640 10 1

              


      

      
        
          	
                  THIS
                    CERTIFIES THAT:

                	
                    

                
	
                  IS
                    THE OWNER OF

                	
                    

                


        

      

      FULLY
        PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK OF $.0001 PAR VALUE EACH OF
        REXAHN
        PHARMACEUTICALS,
        INC.
        transferable on the books of the Corporation in person or by attorney upon
        surrender of this certificate duly endorsed or assigned. This certificate
        and
        the shares represented hereby are subject to the laws of the State of Delaware,
        and to the Certificate of Incorporation and By-laws of the Corporation, as
        now
        or hereafter amended. This certificate is not valid until countersigned by
        the
        Transfer Agent.

      WITNESS
        the facsimile seal of the Corporation and the facsimile signatures of its
        duly
        authorized officers.

      
        	
                DATED:

              	
                  

              	
                COUNTERSIGNED

              


      

      


      


      REXAHN
        PHARMACEUTICALS, INC.

      CORPORATE

      SEAL
        

      2005

      DELAWARE

      AUTHORIZED
        SIGNATURE

      
        	 	
                  

              	 	
                  

              	 
	 	
                SECRETARY

              	 	
                PRESIDENT

              	 


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      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

              	
                UNIF
                  GIFT MIN ACT -

              	
                ........

              	
                Custodian

              	
                ...........

              
	
                TEN
                  ENT - as tenants by the entireties

              	 	
                (Cust)

              	 	
                (Minor)

              
	
                JT
                  TEN - as joint tenants with right of survivorship and not as tenants
                  in
                  common

              	 	
                under
                  Uniform Gifts to Minors

              


      

      


      
        	 	
                Act............

              
	 	
                (State)

              


      

      


      Additional
        abbreviations may 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 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 TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME
                  AS WRITTEN
                  UPON THE FACT OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION
                  OR ENLARGEMENT OF ANY CHANGE
                  WHATSOEVER.

              


      

       

      THE
        CORPORATION WILL FURNISH TO ANY STOCKHOLDER, UPON REQUEST AND WITHOUT CHARGE,
        A
        FULL STATEMENT OF THE DESIGNATIONS, RELATIVE RIGHTS, PREFERENCES AND LIMITATIONS
        OF THE SHARES OF EACH CLASS AND SERIES AUTHORIZED TO BE ISSUED, SO FAR AS
        THE
        SAME HAVE BEEN DETERMINED, AND OF THE AUTHORITY, IF ANY, OF THE BOARD TO
        DIVIDE
        THE SHARES INTO CLASSES OR SERIES AND TO DETERMINE AND CHANGE THE RELATIVE
        RIGHTS, PREFERENCES AND LIMITATIONS OF ANY CLASS OR SERIES. SUCH REQUEST
        MAY BE
        MADE TO THE SECRETARY OF THE CORPORATION OR TO THE TRANSFER AGENT NAMED ON
        THIS
        CERTIFICATE.

      
        
          

        

      

      THE
        SIGNATURE TO THE ASSIGNMENT MUST CORRESPOND TO THE NAME AS WRITTEN UPON THE
        FACE
        OF THIS CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT
        OR
        ANY CHANGE WHATSOEVER, AND MUST BE GUARANTEED BY A COMMERCIAL BANK OR TRUST
        COMPANY OR A MEMBER FIRM OF A NATIONAL OR REGIONAL OR OTHER RECOGNIZED STOCK
        EXCHANGE IN CONFORMANCE WITH A SIGNATURE GUARANTEE MEDALLION
        PROGRAM.