NUMBER

  	
  NEKTAR  TM

  	
  SHARES

  
	
  NT

  	
  NEKTAR
  THERAPEUTICS

  	
   

  
	
   

  	
   

  	
  CUSIP 640268 10 8

  
	
   

  	
   

  	
  SEE REVERSE FOR

  CERTAIN RESTRICTIONS

  



INCORPORATED UNDER THE LAWS
OF THE STATE OF DELAWARE


THIS CERTIFIES THAT


 


 


is the owner of 


FULLY PAID
AND NONASSESSABLE SHARES OF COMMON STOCK, $0.0001 PAR VALUE PER SHARE OF


NEKTAR THERAPEUTICS


transferable only 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 Registrar. 


                WITNESS
the facsimile seal of the Corporation and the facsimile signatures of its duly
authorized officers.


Dated: 


	
   

  	
  NEKTAR THERAPEUTICS

  CORPORATE

  SEAL

  	
   

  
	
  ASSISTANT SECRETARY

  	
  JUNE 3, 1998

  DELAWARE

  	
  PRESIDENT AND CHIEF
  EXECUTIVE OFFICER

  



 


COUNTERSIGNED AND REGISTERED:



                MELLON INVESTOR
SERVICES LLC


                                TRANSFER AGENT AND REGISTRAR 


 


BY


                                AUTHORIZED SIGNATURE 

















 


NEKTAR
THERAPEUTICS


                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 survivorship and
  not as tenants in common

  	
   

  	
  under Uniform Gifts to Minors

  	
   

  
	
   

  	
   

  	
   

  	
  Act

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  (State)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  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(S)

  
	
   

  
	
   

  	
   Shares

  
	
  of the Common Stock represented by the within
  Certificate, and do(es) 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 must be guaranteed.

  
						



Signature( s) Guaranteed:


	
  By

  	
   

  	
   

  
	
  THE SIGNATURE(S) SHOULD 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.