Specimen Common Stock Certificate



 Exhibit 4.1 
  

Pain Therapeutics, Inc. 
  
 THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS, A COPY OF THE DESIGNATIONS, POWERS, 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. ANY SUCH REQUESTS MAY BE ADDRESSED TO THE SECRETARY 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	  	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 also 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 OR POSTAL 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 TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE
WHATEVER.


  

	
	 Signature(s) Guaranteed:

	
	  
	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.

  
 THIS CERTIFICATE ALSO EVIDENCES AND
ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN A RIGHTS AGREEMENT BETWEEN PAIN THERAPEUTICS, INC. AND MELLON INVESTOR SERVICES LLC, AS THE RIGHTS AGENT, DATED AS OF APRIL 28, 2005 (THE “RIGHTS AGREEMENT”), THE TERMS OF WHICH
ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF PAIN THERAPEUTICS INC. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS WILL 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 AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR. UNDER CERTAIN CIRCUMSTANCES SET
FORTH IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF
SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOID. 
  
 KEEP
THIS CERTIFICATE IN A SAFE PLACE. IF IT IS LOST, STOLEN, MUTILATED OR DESTROYED, THE CORPORATION WILL REQUIRE A BOND OF INDEMNITY AS A CONDITION TO THE ISSUANCE OF A REPLACEMENT CERTIFICATE. 







 

 
  
 Pain Therapeutics,
Inc. 
 INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE 
 COMMON STOCK 
 SEE REVERSE FOR CERTAIN DEFINITIONS 
 CUSIP 69562k 10 0 
 THIS CERTIFIES THAT 
 SPECIMEN is the owner of 
 FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK, PAR VALUE $0.001 EACH, OF

 Pain Therapeutics, Inc. 
 (hereinafter called the “Corporation”) 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 and the shares represented hereby are issued and shall be held subject to all of the provisions of the Certificate of Incorporation and the By-Laws, as from time to time amended, of the Corporation (copies of which are on
file at the office of the Transfer Agent), and the holder hereof, by acceptance of this certificate, consents to and agrees to be bound by all of said provisions. This certificate is not valid unless countersigned and registered by the Transfer
Agent and registrar. WITNESS the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers. 
 Dated: 
 SECRETARY 
 PRESIDENT, CHIEF EXECUTIVE OFFICER AND CHAIRMAN OF THE BOARD OF DIRECTORS 
 COUNTERSIGNED AND REGISTERED: 
 CHASEMELLON SHAREHOLDER SERVICES, L.L.C. 
 TRANSFER AGENT AND REGISTRAR 
 BY 
 AUTHORIZED SIGNATURE