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Exhibit 4.2    
    



	COMMON STOCK	 	COMMON STOCK
	

 
	
CGT	
 	

 
	
INCORPORATED UNDER THE LAWS

OF THE STATE OF DELAWARE	
 	

SEE REVERSE FOR

CERTAIN DEFINITIONS
	

 	
 	

CUSIP 21872P 10 5
	
This Certifies that	
 	

 
	

is the record holder of
 	
 	

 




FULLY PAID AND NONASSESSABLE SHARES OF COMMON STOCK, $.001 PAR VALUE, OF 




CORGENTECH INC.  





transferable on the books of the Corporation by the holder hereof in person or by duly authorized attorney upon the 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:




	/s/ Matthew B. Hemington

SECRETARY	 	CORGENTECH INC.

CORPORATE SEAL

1999 DELAWARE	 	/s/ John P. McLaughlin

PRESIDENT AND CHIEF EXECUTIVE OFFICER





COUNTERSIGNED AND REGISTERED 


          MELLON INVESTOR SERVICES LLC


                   TRANSFER
AGENT AND REGISTRAR 






                             AUTHORIZED SIGNATURE 





CORGENTECH INC.  


The Corporation will furnish without charge to each stockholder who so requests 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. Such requests shall be made to the Corporation's
Secretary at the principal office of the Corporation. 





        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 to Minors	
 	

 
	 	 	(Minor)

	 	 	 	 	 	 	 	 





	 	 	Act	 	    

	 	 	 	 	(State)






Additional
abbreviations may also be used though not in the above list. 



	     FOR VALUE RECEIVED,	    
	hereby sell, assign and transfer(s) 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 Common Stock represented by the within Certificate, and do(es) 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	 	    
	 	X	 	    

	

 	
 	

 	
 	

X	
 	

    

	 	 	 	 	 	 	NOTICE: THE SIGNATURE 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) 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 S.E.C. RULE 17Ad-15.

	 	 	 	 











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Exhibit 4.2