Specimen Certificate evidencing shares of common stock



 Exhibit 4.1 
  



 
  










					
	COMMON STOCK	 	

	 	COMMON STOCK
			
	THLD                	 	 	 	 

  

					
	 INCORPORATED UNDER THE
 LAWS OF THE STATE OF DELAWARE
	 	 	 	 SEE REVERSE FOR
 CERTAIN DEFINITIONS

			
	 	 	 	 	CUSIP     885807     10     7

  
 This Certifies that 

 
 is the record holder of 
  
 FULLY PAID AND NONASSESSABLE SHARES OF COMMON STOCK, $.001 PAR VALUE, OF

  
 THRESHOLD PHARMACEUTICALS, INC. 
  
 transferable on the books of the Corporation by the holder hereof in person or by duly
authorized attorney upon the surrender of this certificate properly endorsed. This certificate is not valid until countersigned by the Transfer Agent and registered by the Registrar. 
  
 WITNESS the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers. 
  

					
	 Dated:
	 	 	 	 
			
	

	 	 [SEAL] 	 	


	 CHIEF FINANCIAL OFFICER,
 VICE PRESIDENT FINANCE AND OPERATIONS
	 	 	 	CHIEF EXECUTIVE OFFICER

  
 COUNTERSIGNED AND
REGISTERED: 
 MELLON INVESTOR SERVICES LLC 
 TRANSFER AGENT AND RETISTRAR 
  
 AUTHORIZED SIGNATURE 
  









 THRESHOLD PHARMACEUTICALS, INC. 
  
 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 and the qualifications, limitations or restrictions of such preferences and/or rights. Such requests shall be made to the Corporations’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	  	 	  	under Uniform Gifts to Minors	  	 
	 	  	 	  	 right of survivorship and
 not as tenants in
common
	  	 	  	 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, assign 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 Common Stock represented by the within Certificate, and do(es) 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	 	 	 	 	 	X	 	 
					
	 	 	 	 	 	 	X	 	 
	 	 	 	 	 	 	 	 	NOTICE: THE SIGNATURE 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:
		
	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.

  
 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.