NeurogesX Inc Watch

from 10-K 1 page Specimen Common Stock Certificate

from 8-K 3 pages First Amendment to Warrant Agreement

from 8-K 25 pages Registration Rights Agreement

from 8-K 19 pages Warrant Agreement to Purchase Shares of the Common Stock of Neurogesx, Inc. Dated as of August 5, 2011

from 8-K 16 pages Neurogesx, Inc. Warrant to Purchase Common Stock

from 8-K 24 pages Registration Rights Agreement

from S-3 88 pages Neurogesx, Inc. to as Trustee Indenture Dated as of , 20__ Subordinated Debt Securities

from S-3 80 pages Neurogesx, Inc, to as Trustee Indenture Dated as of , 20__ Senior Debt Securities

from 8-K 9 pages Warrant to Purchase Shares of Common Stock of Neurogesx, Inc

from 8-K 15 pages Amendment No. 1 to the Third Amended and Restated Investors’ Rights Agreement

from 8-K 16 pages Registration Rights Agreement

from S-1/A 2 pages Proof Number NGSX 001 Incorporated Under the Laws of the State of Delaware NeurogesX Neurogesx, Inc. Shares Cusip 641252 10 1 See Reverse for Certain Definitions This Certifies That Is the Record Holder of Fully Paid and Non-Assessable Shares of Common Stock, $0.001 Par Value Per Share, of Neurogesx, Inc. Transferable on the Books of the Corporation 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. Countersigned and Registered: Wells Fargo Bank, N.A. Transfer Agent and Registrar By: Authorized Signature Dated: Chief Financial Officer Neurogesx, Inc. Incorporated Delaware January 9, 2007 Secretary and President and Chief Executive Officer Proof Neurogesx, Inc

from S-1 15 pages “Second Warrant” Stock Purchase Warrant to Purchase Shares of Series C2 Preferred Stock of Neurogesx, Inc

from S-1 15 pages “First Warrant” Stock Purchase Warrant to Purchase Shares of Series C2 Preferred Stock of Neurogesx, Inc

from S-1 16 pages Neurogesx, Inc. Warrant to Purchase 150,000 Shares of Series C-2 Preferred Stock

from S-1 16 pages Neurogesx, Inc. Warrant to Purchase Shares of Series C-2 Preferred Stock

from S-1 16 pages Neurogesx, Inc. Warrant to Purchase Shares of Series C-2 Preferred Stock

from S-1 9 pages Warrant to Purchase Stock

from S-1 9 pages Warrant to Purchase Stock

from S-1 66 pages Neurogesx, Inc. Third Amended and Restated Investors’ Rights Agreement