Exhibit 4.3


 


FORM OF RIGHT CERTIFICATE


 


(EXHIBIT B TO
RIGHTS AGREEMENT)


 


	
  Certificate
  No. R-             

  	
                Rights

  



 


NOT EXERCISABLE
AFTER SEPTEMBER 17, 2019 OR EARLIER IF REDEMPTION OR EXCHANGE OCCURS.  THE RIGHTS ARE SUBJECT TO REDEMPTION AT $0.01
PER RIGHT AND TO EXCHANGE ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT.


 


RIGHT CERTIFICATE

AMAG PHARMACEUTICALS, 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 September 4,
2009 (the “Rights Agreement”), between
AMAG Pharmaceuticals, 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 September 17, 2019 at the office of the Rights
Agent designated for such purpose, or at the office of its successor as Rights
Agent, one one-thousandth of a fully paid non-assessable share of Series A
Junior Participating Preferred Stock, par value $0.01 per share (the “Preferred Shares”), of the Company,
at a purchase price of $250 per one one-thousandth 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-thousandths 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 September 17, 2009, 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-thouandths of a Preferred Share which may be
purchased upon the exercise of the Rights


 


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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. Reference is made to the Rights Agreement 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.


 


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 $0.01 per Right or (ii) may be exchanged in whole or
in part for shares of the Company’s Common Stock, par value $0.01 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 which
are integral multiples of one one-thousandth 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 and its corporate seal. 
Dated as of
                    .


 


 


	
  ATTEST:

  	
   

  	
  AMAG PHARMACEUTICALS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Joseph L. Farmer

  	
   

  	
  Brian J.G. Pereira

  
	
  Secretary

  	
   

  	
  Chief Executive Officer and President

  



 


 


COUNTERSIGNED:


 


 


AMERICAN STOCK TRANSFER & TRUST COMPANY,
LLC


as Rights Agent


 


 


	
  By:

  	
   

  	
   

  
	
   

  	
  [Name]

  	
   

  
	
   

  	
  [Title]

  	
   

  



 


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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, an
Interested Stockholder 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, an Interested Stockholder, 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, as Rights Agent


 


The undersigned hereby irrevocably elects to exercise
                                                      
Rights represented by this Right Certificate to purchase the Preferred Shares
(or other securities or property) issuable upon the exercise of such Rights and
requests that certificates for such Preferred Shares (or other securities or
property) 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 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, an Interested
Stockholder 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, an Interested Stockholder, 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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