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Exhibit 4.1    
    



	
NUMBER
 IM	
 	

IMMUNICON CORPORATION
 INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE	
 	
SHARES
	 	 	 	 	 
	COMMON STOCK	 	 	 	CUSIP 54260A 10 7
 SEE REVERSE FOR CERTAIN DEFINITIONS
	
	 	 	 	 





THIS CERTIFIES THAT 


is
the owner of 


FULLY PAID AND NONASSESSABLE SHARES OF COMMON STOCK OF, $.001 PAR VALUE PER SHARE, OF 


IMMUNICON CORPORATION  


transferable on the books of the Corporation by the holder hereof in person or by Attorney upon surrender of this Certificate properly endorsed. This Certificate is not valid
until 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:



/s/ James G. Murphy
 SENIOR VICE PRESIDENT, FINANCE AND ADMINISTRATION,

CHIEF FINANCIAL OFFICER AND TREASURER	 	IMMUNICON CORPORATION

CORPORATE
 SEAL
 1983	 	/s/ Edward L. Erickson


 CHAIRMAN, PRESIDENT AND

CHIEF EXECUTIVE OFFICER
	
	 	 	 	 





	COUNTERSIGNED AND REGISTERED:
	STOCKTRANS, INC.
 44 W. LANCASTER AVENUE

ARDMORE, PA 19003
	TRANSFER AGENT

AND REGISTRAR


	BY


	AUTHORIZED OFFICER










        The Corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating
optional, or other special rights of each class of stock or series thereof of the Corporation, and the qualifications, limitations or restrictions of such preferences and/or rights. Such request may
be made to the Corporation or the transfer agent. 


        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	
 	

                    	
 	

UNIF TRANS MIN ACT—	
 	

                      Custodian	
 	

                    
	 	 	 	 	 	 	 	 	(Cust)                 	 	(Minor)	 	 	 	(Cust)                 	 	(Minor)
	TEN ENT	 	—	 	as tenants by the entireties	 	 	 	under Uniform Gifts to Minors	 	 	 	under Uniform Gifts to Minors
	JT TEN	 	—	 	as joint tenants with right of survivorship and not as tenants in common	 	 	 	Act                 

      (State)	 	 	 	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
	

	 
	

	of the common 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                              	 	 





	X	 	

	 	 	 
	X	 	

	NOTICE:	 	THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME(S) AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.
	 	 	 
	SIGNATURE(S) GUARANTEED:	 	
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. ALTERNATIVELY, A DULY NOTARIZED SIGNATURE WILL SUFFICE.





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









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Exhibit 4.1