Exhibit 4.17


 




	
  

  	
  ZQ|00000187|AVAN|C02|CUS|C0000022632|CAPIN|00453000|1051
  COMMON STOCK PAR VALUE $0,001 Certificate
  Number ZQ00000187 THIS
  CERTIFIES THAT is the owner of Celldex INCORPORATED
  UNDER THE LAWS OF THE STATE OF DELAWARE therapeutics
  COMPUTERSHARE SHAREHOLDER SERVICES INC SPECIMEN CERTIFICATE **ONE** COMMON STOCK THIS CERTIFICATE
  IS TRANSFERABLE IN CANTON, MA AND JERSEY CITY, NJ CUSIP
  15117B 10 3 SEE REVERSE FOR CERTAIN
  DEFINITIONS Shares FULLY PAID AND
  NON-ASSESSABLE SHARES OF THE COMMON STOCK, $0.001 PAR VALUE PER SHARE, OF CELLDEX THERAPEUTICS, 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 is not valid unless 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. President and
  Chief Executive Officer Senior vice president
  and Chief Financial Officer DATED 25-MAR-2010 COUNTERSIGNED AND REGISTERED: COMPUTERSHARE TRUST COMPANY, N.A. TRANSFER
  AGENT AND REGISTRAR. 229682 SPECIMEN
  1 1 1 1 1

   

  






 















	
  

  	
  This
  certificate also evidences and entitles the holder hereof to certain Rights
  as set forth in a Shareholder Rights Agreement between Celldex Therapeutics,
  Inc. and Computershare Trust Company, N.A. (or any successor thereto), as
  Rights Agent, dated as of November 5, 2004 as amended, restated, renewed,
  supplemented or extended from time to time (the “Rights Agreement”), the
  terms of which are hereby incorporated herein by reference and a copy of
  which is on file at the principal offices of Celldex Therapeutics, Inc. and
  the stock transfer administration office of the Rights Agent. Under certain
  circumstances, as set forth in the Rights Agreement, such Rights will be
  evidenced by separate certificates and will no longer be evidenced by this
  certificate. Celldex Therapeutics, Inc. may redeem the Rights at a redemption
  price of $0.01 per Right, subject to adjustment, under the terms of the
  Rights Agreement. Celldex Therapeutics, Inc. will mail to the holder of this
  certificate a copy of the Rights Agreement, as in effect on the date of
  mailing, without charge promptly after receipt of a written request therefor.
  Under certain circumstances, Rights issued to or held by Acquiring Persons or
  any Affiliates or Associates thereof (as defined in the Rights Agreement),
  and any subsequent holder of such Rights, may become null and void. The
  Rights shall not be exercisable, and shall be void so long as held, by a
  holder in any jurisdiction, where the requisite qualification, if any, to the
  issuance to such holder, or the exercise by such holder, of the Rights in
  such jurisdiction shall not have been obtained or be obtainable. 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 (Cust) (Minor) TEN ENT - as tenants by the
  entireties under Uniform Gifts to Minors Act (State) JT TEN- as joint tenants
  with right of survivorship UNIF TRF MIN ACT Custodian (until age) and not as
  tenants in common (Cust) (Minor) under Uniform Transfers to Minors Act
  (State) Additional abbreviations may also be used though not in the above
  list. PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE
  For value received, hereby sell, assign and transfer unto (PLEASE PRINT OR
  TYPEWRITE NAME AND ADDRESS, INCLUDING POSTAL ZIP CODE, OF ASSIGNEE)
  represented by the within Certificate, and do hereby irrevocably constitute
  and appoint to transfer the said shares on the books of the within-named
  Corporation with full power of substitution in the premises. Shares Attorney
  Dated: 20 Signature(s) Guaranteed: Medallion Guarantee Stamp THE SIGNATURE(S)
  SHOULD BE GUARANTEED BY AN ELIGIBLE. GUARANTOR INSTITUTION (Banks,
  Stockbroker, Savings and Loan Association and Credit Unions) WITH MEMBERSHIP
  IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM. PURSUANT TO S.E.C RULE
  17Ad-15. SPECIMEN Signature: Signature: 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. SECURITY INSTRUCTIONS THIS IS WATERMARKED PAPER. DO NOT
  ACCEPT WITHOUT NOTING WATERMARK. HOLD TO LIGHT TO VERIFY WATERMARK