Exhibit 4.1


 


	
   

  	
   

  	
   

  	
  

  	
  COMMON STOCK

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  INCORPORATED
  UNDER THE LAWS OF

  	
   

  
	
   

  	
  THE
  STATE OF DELAWARE

  	
  SEE
  REVERSE FOR

  
	
   

  	
   

  	
  CERTAIN
  DEFINITIONS

  
	
   

  	
   

  	
   

  	
  CUSIP
  30303Q 10 3

  
	
   

  	
  THIS
  CERTIFICATE IS TRANSFERABLE

  	
   

  	
   

  
	
   

  	
  IN
  JERSEY CITY, NJ. NEW YORK, NY

  	
   

  	
   

  
	
   

  	
  AND
  PITTSBURGH, PA

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  THIS CERTIFIES THAT

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  is the record holder of

  	
   

  
	
   

  	
   

  
	
   

  	
  CERTIFICATE
  OF STOCK

  
	
   

  	
   

  
	
   

  	
  FULLY PAID AND NONASSESSABLE SHARES OF COMMON STOCK, PAR VALUE $.01
  PER SHARE, OF

  
	
   

  	
  FACET
  BIOTECH CORPORATION

  
	
   

  	
   

  
	
   

  	
  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 is not valid unless countersigned and registered by the
  Transfer Agent and Registrar.

  
	
   

  	
   

  
	
   

  	
  WITNESS the facsimile signatures of its duly authorized officers.

  
	
   

  	
   

  
	
   

  	
  Dated:

  
	
   

  	
   

  
	
   

  	
  /s/ Francis Sarena

  	
   

  	
  /s/ Andrew Guggenhime

  
	
   

  	
  CORPORATE SECRETARY

  	
   

  	
  CHIEF FINANCIAL OFFICER

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  COUNTERSIGNED AND
  REGISTERED:

  
	
   

  	
   

  	
   

  	
   

  	
  MELLON INVESTOR SERVICES LLC

  
	
   

  	
   

  	
   

  	
   

  	
  TRANSFER
  AGENT AND REGISTRAR

  
	
   

  	
   

  	
   

  	
   

  	
  BY:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  AUTHORIZED
  SIGNATURE

  
								



 










 


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.


 


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.


 


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

  	
   

  	
  Act

  	
  .........................................................................

  
	
   

  	
       in
  common

  	
   

  	
  (State)

  
	
  COM PROP 

  	
  –   as community property

  	
  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(es) 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) 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.