Exhibit
  4.1

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  COMMON STOCK

  	
   

  
	
   

  	
   

  	
   

  
	
  NUMBER

  	
  SHARES

  
	
  TA

  	
  

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  CUSIP
  88338T 10 4

  
	
  

  	
   

  	
  SEE
  REVERSE SIDE FOR

  CERTAIN DEFINITIONS

  
	
   

  	
   

  	
   

  
	
   

  	
  THERAVANCE, INC.

  	
   

  
	
   

  	
  Incorporated
  Under the Laws of the State of Delaware

  	
   

  
	
   

  	
   

  	
   

  
	
  THIS CERTIFIES that

  
	
   

  
	
  is the owner of

  
	
   

  
	
  FULLY
  PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK,

  $.01 PAR VALUE PER SHARE, OF

  
	
  THERAVANCE,
  INC.

  
	
   

  
	
  This Certificate is
  transferable only on the books of the Corporation upon the surrender of the
  same properly endorsed.

  
	
   

  
	
  The interest in said
  Corporation represented by this Certificate may not be retired or withdrawn
  except as provided in the Restated Certificate of Incorporation and By-Laws
  of the Corporation. This Certificate is not valid unless countersigned and
  registered by the Transfer Agent and Registrar.

  
	
   

  
	
  The interest in said
  Corporation represented by this Certificate shall be subject to all
  provisions in effect as provided in the Restated Certificate of Incorporation
  and By-Laws of the Corporation, including any amendments thereto which may
  restrict the rights of the holder of this Certificate and may be adopted by
  the Corporation at a date later than the date this Certificate is issued. Any
  transferee of this Certificate should consult the Corporation’s Restated
  Certificate of Incorporation and By-Laws with respect to any such
  restrictions.

  
	
   

  
	
  One-half of the shares
  of Common Stock represented hereby are subject to (i) redemption at the
  option of the Corporation during the period, at the price and on the terms
  and conditions specified in the Corporation’s Restated Certificate of
  Incorporation and (ii) an option on the part of the holder, under certain
  circumstances, to require the Corporation to redeem such shares of Common
  Stock, at the price and on the terms and conditions specified in the
  Corporation’s Restated Certificate of Incorporation. After redemption, the
  redeemed shares represented by this Certificate shall cease to be outstanding
  for all purposes and the holder hereof shall be entitled to receive only the
  redemption price for such shares, without interest.

  
	
   

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

  



 


	
  Dated:

  	 

	
   

  	
   

  	
   

  
	
  

  	
  

  	
  

  	 

	
  Secretary

  	
   

  	
  Chief Executive
  Officer

  	 

	
   

  	 

	
  Countersigned and Registered:

  	 

	
     THE BANK OF NEW YORK

  	 

	
  By

  	
  Transfer
  Agent and Registrar

  	
   

  	 

	
   

  	
   

  	
   

  	 

	
  Authorized
  Signature

  	
   

  	 

							



 











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 regulation:


	
  TEN COM

  	
  —

  	
    as tenants in common

  	
   

  	
  UNIF GIFT MIN ACT—

  	
   

  	
                        Custodian                   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  (Cust)

  	
  (Minor)

  
	
  TEN ENT

  	
  —

  	
    as tenants by the entireties

  	
   

  	
   

  	
   

  	
  under Uniform Gift to Minors

  
	
  JT TEN

  	
  —

  	
    as joint tenants with right of

  	
   

  	
   

  	
   

  	
  Act                                                   

  
	
   

  	
   

  	
    survivorship and not as tenants 

  	
   

  	
   

  	
   

  	
  (State)

  
	
   

  	
   

  	
    in common

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  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, assign and transfer 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 common stock represented by the
within Certificate, and do hereby irrevocably constitute and appoint


                                                                                                                                                                  
Attorney 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 WHATEVER.

  



 


Signature(s) Guaranteed


	
  By

  	
   

  	
   

  
	
   

  	
   

  
	
  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.