EX-4.1



 Exhibit 4.1 
 



 
 NUMBER 
 PP 
 INCORPORATED UNDER THE 

LAWS OF THE STATE 
 OF DELAWARE 
 PORTOLA 

PHARMACEUTICALS 
 SHARES 
 CUSIP 737010 10 8 

SEE REVERSE FOR CERTAIN DEFINITIONS 
 This certifies that 
 is the record holder of

 FULLY PAID AND NONASSESSABLE SHARES OF COMMON STOCK, $0.001 PAR VALUE, OF 

PORTOLA PHARMACEUTICALS, INC. 
 transferable on the books of the corporation in person or by duly authorized attorney upon surrender of this Certificate properly endorsed. This certificate and the shares represented
hereby are subject to the laws of the State of Delaware, and the Certificate of Incorporation and Bylaws of the Corporation, as now in effect or as hereafter amended. 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: 
 SECRETARY 
 PORTOLA PHARMACEUTICALS, INC.

 CORPORATE 
 SEAL 
 SEP 2, 

2003 
 DELAWARE 
 SENIOR VICE PRESIDENT & CHIEF
FINANCIAL OFFICER 
 COUNTERSIGNED AND REGISTERED: 

AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC 
 (NEW YORK, NY) TRANSFER AGENT AND REGISTRAR 
 BY:

 AUTHORIZED SIGNATURE 
 HERITAGE BANKNOTE 

			
		  	








 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	 	–	  	as tenants in common
	TEN ENT	 	–	  	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 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 the substitution in the premises.

  

			
	Dated	 	  


  

									
		  		  	X	 	  

				
		  		  	X	 	  

	Signature(s) Guaranteed:	  		  		 	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.


  

					
	 By
	 		 	
		 	  
	 	
	  
 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 MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15. GUARANTEES BY A NOTARY PUBLIC ARE NOT
ACCEPTABLE. SIGNATURE GUARANTEES MUST NOT BE DATED.