Incara, Inc. Stock Certificate



 EXHIBIT 4.1 
  


	COMMON STOCK	  	 	  	COMMON  STOCK
			
	NUMBER	  	 	  	SHARES
			
	IC	  	 	  	***        ***

  
 Incara, Inc.

  

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

			
	 	 	 	  	CUSIP                     

  
 THIS
CERTIFIES THAT 
  

	
	 IS THE REGISTERED HOLDER OF


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

	
	  	 	  	

	
	  	Incara, Inc.	  	

	
	  	 	  	


 transferable 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 and the shares represented hereby are issued and shall be held subject to all of the provisions of the Certificate of Incorporation and Bylaws of the Corporation, and all amendments
thereto, to all of which the holder, by acceptance hereof assents. 
  
 This Certificate is not valid unless 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:                      
  

	 EXECUTIVE VICE PRESIDENT,
 CHIEF FINANCIAL OFFICER AND SECRETARY
	  	 	  	PRESIDENT AND CHIEF EXECUTIVE OFFICER

  

	
	 COUNTERSIGNED AND REGISTERED:

	
	AMERICAN STOCK TRANSFER & TRUST COMPANY
	
	 BY
                                        
         TRANFER AGENT AND REGISTRAR

	
	AUTHORIZED SIGNATURE            


  







 Incara, Inc. 
  
 THE AUTHORIZED CAPITAL STOCK OF THE INCARA, INC. INCLUDES PREFERRED STOCK. UPON REQUEST THE CORPORATION WILL FURNISH TO ANY
STOCKHOLDER, WITHOUT CHARGE, INFORMATION IN WRITING AS TO THE NUMBER OF SUCH SHARES AUTHORIZED AND OUTSTANDING AND A COPY OF THE PORTION OF THE CERTIFICATE OF INCORPORATION OR RESOLUTIONS CONTAINING THE DESIGNATIONS, PREFERENCES, LIMITATIONS AND
RELATIVE RIGHTS OF ALL SHARES AND ANY CLASS OR SERIES THREOF. ANY SUCH REQUEST SHOULD BE ADDRESSED TO THE SECRETARY 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
	  	 	  	 under Uniform Gifts to Minors

	 	 	 	  	survivorship and not as tenants in common	  	 	  	   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
capital 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:	 	  


	 	 	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 MEDALLLLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15.