exv4w1



 




Exhibit 4.1








	INCORPOHATED UNDER THE LAWS OF THE STATE OF DELAWARE




	CUSIP 59509C 10 5




	SEE REVERSE FORCERTAIN DEFINITIONS




	FULLY PAID AND NONASSESSABLE SHARES OF COMMON STOCK, $.00004 PARl VALUE, OF




	transferable on the books of the Corporation in person or by duly authorized attorney on surrender
of this certificate property endorsed. This certificate shall not be valid until countersigned and
registered by the Transfer Agent and Registrar.




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




	SENIOR VICE PRESIDENT, CHIEF FINANCIAL OFFICER AND ASSISTANT SECRETARY




	PFLESIDEIVTAND CHIEF EXECUTIVE OFFICER















 








MICROMET, INC.




     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.



     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

as community property	 	 	
under
Uniform Gifts to Minors 	 	 	 
	 

	 	 	 	Act 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 
	COM PROP- 

	 	 	 	 	(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)



 



 




 



 





	 	 	 
	 

	 	shares
	 
	 	 





of the capital stock represented by the within Certificate, and do 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) TRUST 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.

	 	 






     This certificate also evidences and entitles the holder hereof to certain rights (the
“Rights”) as set forth in an Agreement between Micromet,
Inc. (formerly CancerVax Corporation,
the “Corporation”) and Mellon Investor Services LLC, as Rights Agent, dated as of November 3, 2004,
as the same may be amended from time to time (the “Agreement”), the terms of which are hereby
incorporated herein by reference and a copy of which is on file at the principal executive offices
of the Corporation. Under certain circumstances, as set forth in the Agreement, such Rights will be
evidenced by separate certificates and will no longer be evidenced by this certificate. The
Corporation will mail to the holder of this certificate a copy of the Agreement without charge
after receipt of a written request therefor. As described in the Agreement, Rights which are owned
by, transferred to or have been owned by Acquiring Persons or Associates or Affiliates thereof (as
defined in the Agreement) shall become null and void and will no longer be transferable.



     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.