exv4w1



 






Exhibit 4.1








 










 






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-


TEN ENT-


	 	as tenants in common


as tenants by the entireties


	 

	 	JT TEN-
	 	as joint tenants with right of
	 

	 	 	 	survivorship and not as tenants
	 

	 	 	 	in common


	 

	 	COM PROP-
	 	as community property









	 	 	 	 	 	 	 
	UNIF GIFT MIN ACT-

	 	
 
	 	Custodian

	 	 
	 

	 	
(Cust)
	 	 

	 	(Minor)
	 
	 

	 	under Uniform Gifts to Minors
	 
	 

	 	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(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) 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. 	 
	 




     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 long 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.