NOT
  VALID UNLESS COUNTERSIGNED BY TRANSFER AGENT.

  INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE.

  	
   

  	
   

  
	
  NUMBER

  

  	
   

  	
  TorreyPines

  Therapeutics,
  Inc.

   

  	
   

  	
  SHARES

  

  
	
  AUTHORIZED COMMON
  STOCK:

  150,000,000 SHARES

  PAR VALUE: $.001

  	
   

  	
   

  	
   

  	
  CUSIP NO. 89235K 10 5

   

  



This Certifies that


Is The Record
Holder Of


Shares of TorreyPines
Therapeutics, Inc. Common Stock 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 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/ [ILLEGIBLE]

  	
   

  	
  [SEAL]

  	
  /s/ [ILLEGIBLE]

  	
   

  
	
  SECRETARY

  	
   

  	
  PRESIDENT

  	
   

  



 


	
  NOT VALID UNLESS COUNTERSIGNED BY TRANSFER
  AGENT

  	
  Countersigned &
  Registered

  Nevada Agency and Trust Company

  50 West Liberty Street ·
  Suite 880 · Reno Nevada 89501

  	
   

  	
   

  
	
  By:

  	
   

  
	
   

  	
  Authorized
  Signature

  
					










 



 


	
  The following
  abbreviations, when used in the inscribption 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

  	
   

  	
  Under Uniform Gifts to
  Minors

  
	
   

  	
  Surviorship and
  not as tenants

  	
   

  	
  Act                 

  
	
   

  	
  In common

  	
   

  	
  (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

  INDENTIFYING NUMBER OF ASSIGNEE

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  
	
  (PLEASE PRINT OR
  TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)

  
	
   

  
	
   

  
	
   

  
	
  Shares of the capital 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 ALTERNTION OR ENLARGEMENT OR ANY CHANGE WATEREVER

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  • NOTICE
  SIGNATURE GUARANTEED:

  
	
   

  	
   

  
	
   

  	
  SIGNATURE(S) MUST BE
  GUARANTEED BY A FIRM WHICH IS A MEMBER OF A REGISTERED NATIONAL STOCK
  EXCHANGE, OR BY A BANK (OTHER THAN A SAVINGS BANK). OR A TRUST COMPANY. THE
  GUARANTEEING FIRM MUST BE A MEMBER OF THE MEDALLION GUARANTEE
  PROGRAM.

  
	
   

  	
   

  
	
   

  	
  TRANSFER FEE
  WILL APPLY

  
	
   

  	
   

  
	
  THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE
  HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN A RIGHTS AGREEMENT BETWEEN
  TORREYPINES THERAPEUTICS, INC. (THE “COMPANY”) AND THE NEVADA AGENCY AND
  TRUST COMPANY DATED AS OF MAY 13, 2005. AS AMENDED ON OCTOBER 3, 2006 (THE
  “RIGHTS AGREEMENT”), THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY
  REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICES OF THE
  COMPANY. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT.
  SUCH RIGHTS MAY BE REDEEMED, MAY EXPIRE, OR MAY 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 WITHIN FIVE DAYS AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR.
  UNDER CERTAIN CIRCUMSTANCES, RIGHTS ISSUED TO ACQUIRING PERSONS (AS DEFINED
  IN THE RIGHTS AGREEMENT) OR CERTAIN RELATED PERSONS AND ANY SUBSEQUENT HOLDER
  OF SUCH RIGHTS MAY BECOME NULL AND VOID.