Specimen Certificate



 

 
  

			
	 COMMON STOCK
	 	COMMON STOCK


					
	 	  	MGI PHARMA, INC.	 	See reverse for certain definitions
	 	  	INCORPORATED UNDER THE LAWS OF THE STATE OF MINNESOTA	 	  
 CUSIP  552880  10  6


  
 THIS CERTIFIES that 

 
 is the owner of 
 FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK, PAR VALUE OF $.01 PER SHARE, OF 
  
 MGI PHARMA, INC. 
  
 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 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 AND
 CHIEF  EXECUTIVE  OFFICER


  
 COUNTERSIGNED: 
 WELLS FARGO BANK, N.A. 
 TRANSFER  AGENT  AND  REGISTRAR 
 BY 
 AUTHORIZED  SIGNATURE 







 MGI PHARMA, INC 
  
 This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Rights Agreement between MGI PHARMA, INC.
and Wells Fargo Bank, N.A., dated as of July 14, 1998, as amended on March 14, 2000 (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 MGI PHARMA, 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. MGI PHARMA, INC. 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, as set forth in the Rights Agreement, Rights issued to any Person who becomes an Acquiring Person or an Associate or
Affiliate thereof (as defined in the Rights Agreement), or certain transferees of such Person, may become null and void. 
  
 THE CORPORATION WILL FURNISH TO ANY SHAREHOLDER UPON REQUEST AND WITHOUT CHARGE, A FULL STATEMENT OF THE DESIGNATIONS, PREFERENCES, LIMITATIONS AND RELATIVE RIGHTS OF
THE SHARES OF EACH CLASS OR SERIES AUTHORIZED TO BE ISSUED BY THE CORPORATION, SO FAR AS THEY HAVE BEEN DETERMINED, AND THE AUTHORITY OF THE BOARD OF DIRECTORS OF THE CORPORATION TO DETERMINE THE RELATIVE RIGHTS AND PREFERENCES OF SUBSEQUENT CLASSES
OR SERIES. 
  

  
 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
  
 TEN ENT
  
 JT TEN
	 	 –
  
 –
  
 –
	 	 as tenants in common
  
 as tenants by entireties
  
 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)


  
 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 POSTAL ZIP CODE OF ASSIGNEE 
  

  

                                      
                                        
                                        
                       Shares 
 represented by the within Certificate, and do hereby irrevocably constitute and appoint
                                        
                                        
                                        
  Attorney 
 to transfer the said shares 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 Guaranteed