Common Stock Incorporated Under the Laws of the State of Delaware See Reverse for Certain Definitions Cusip 30303q 10 3 This Certificate Is Transferable in Jersey City, Nj. New York, Ny and Pittsburgh, Pa


Exhibit 4.1

 

 

 

 

COMMON STOCK

 

 

 

 

 

 

 

 

 

 

 

 

 

INCORPORATED UNDER THE LAWS OF

 

 

THE STATE OF DELAWARE

SEE REVERSE FOR

 

 

CERTAIN DEFINITIONS

 

 

 

CUSIP 30303Q 10 3

 

THIS CERTIFICATE IS TRANSFERABLE

 

 

 

IN JERSEY CITY, NJ. NEW YORK, NY

 

 

 

AND PITTSBURGH, PA

 

 

 

 

 

 

 

THIS CERTIFIES THAT

 

 

 

 

 

 

 

 

is the record holder of

 

 

 

 

CERTIFICATE OF STOCK

 

 

 

FULLY PAID AND NONASSESSABLE SHARES OF COMMON STOCK, PAR VALUE $.01 PER SHARE, OF

 

FACET BIOTECH 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 is not valid unless countersigned and registered by the Transfer Agent and Registrar.

 

 

 

WITNESS the facsimile signatures of its duly authorized officers.

 

 

 

Dated:

 

 

 

/s/ Francis Sarena

 

/s/ Andrew Guggenhime

 

CORPORATE SECRETARY

 

CHIEF FINANCIAL OFFICER

 

 

 

 

 

 

 

 

 

COUNTERSIGNED AND REGISTERED:

 

 

 

 

MELLON INVESTOR SERVICES LLC

 

 

 

 

TRANSFER AGENT AND REGISTRAR

 

 

 

 

BY:

 

 

 

 

 

 

 

 

 

AUTHORIZED SIGNATURE

 

 

The Corporation shall furnish without charge to each stockholder who so requests a statement of the powers, designations, preferences and relative, participating, optional, or other special rights of each class of stock of the Corporation or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights. Such requests shall be made to the Corporation’s Secretary at the principal office of the Corporation.

 

KEEP THIS CERTIFICATE IN A SAFE PLACE. IF IT IS LOST, STOLEN, OR DESTROYED THE CORPORATION WILL REQUIRE A BOND OF INDEMNITY AS A CONDITION TO THE ISSUANCE OF A REPLACEMENT CERTIFICATE.

 

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

 

under Uniform Gifts to Minors

 

     survivorship and not as tenants

 

Act

.........................................................................

 

     in common

 

(State)

COM PROP

–   as community property

UNIF TRF MIN ACT –    

.......................

Custodian (until age

.....................)

 

 

 

(Cust)

 

 

 

........................................

under Uniform Transfers

 

 

 

(Minor,)

 

 

 

to Minors Act

.........................................................

 

 

 

 

(State)

 

Additional abbreviations may also be used though not in the above list.

 

For Value Received,

 

 hereby sell(s), assign(s) and transfer(s) unto

 

PLEASE INSERT SOCIAL SECURITY OR OTHER

 

 

IDENTIFYING 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(es) hereby irrevocably constitute and appoint

 

 

attorney-in-fact

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 WHATSOEVER.

 

 

Signature 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.