**Exhibit 4.1**

 

[FRONT OF CURIS STOCK CERTIFICATE] 

 

[LOGO] 

CURIS, INC. 

INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE 

 

 

THIS CERTIFIES THAT 

 

 

 

is the owner of 

 

FULLY-PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK, PAR VALUE $.01 PER SHARE, OF 

 

Curis, Inc., transferable upon the books of the corporation in person or by attorney upon surrender of this certificate duly endorsed or assigned. This certificate andthe shares represented hereby are subject to the laws of the State of Delaware and to the Certificate of Incorporation and by-laws of the corporation. This certificate is not valid until countersigned by the Transfer Agent and registered by theRegistrar. 

 

IN WITNESS WHEREOF, Curis, Inc. has caused itscorporate seal to be hereunto affixed and this certificate to be singed by its duly authorized officers. 

 

Dated: 

 

 

COUNTERSIGNED AND REGISTERED:

MELLON INVESTOR SERVICES LLC 

TRANSFER AGENT AND REGISTRAR.

 

BY 

 

AUTHORIZED SIGNATURE 

 

[BACK OF CURIS STOCK CERTIFICATE] 

 

CURIS, INC. 

 

THE CORPORATION IS AUTHORIZED TO ISSUE MORE THAN ONE CLASS OR SERIES OF STOCK. A COPY OF THE PREFERENCES, POWERS, QUALIFICATIONS AND RIGHTS OF EACH CLASSAND SERIES WILL BE FURNISHED BY THE CORPORATION UPON WRITTEN REQUEST AND WITHOUT CHARGE. 

 

The following abbreviations, when used in the 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 rights of survivorship and not as tenants in common.   
Under Uniform Gifts to Minors
     
  Act                                        
     (State)    
 

Additionalabbreviations may also be used though not in the above list. 

 

For valuereceived,                                                         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 dohereby irrevocably constitute and appoint 

 

                                                                                                                                                                                                                  

Attorney to transfer the said stock on the books of the within-namedCorporation 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 CHANGEWHATEVER.
 
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 APPROVEDSIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15.