0001104659-04-028396 Sample Contracts

REGISTRATION RIGHTS AGREEMENT between SEPRACOR INC. as Issuer, and MORGAN STANLEY & CO. INCORPORATED, as Initial Purchaser
Registration Rights Agreement • September 24th, 2004 • Sepracor Inc /De/ • Pharmaceutical preparations • New York

THIS REGISTRATION RIGHTS AGREEMENT dated as of September 22, 2004 between Sepracor Inc., a Delaware corporation (the “Company”), and Morgan Stanley & Co. Incorporated (the “Initial Purchaser”), is entered into pursuant to the Purchase Agreement dated September 17, 2004 (the “Purchase Agreement”), between the Company and the Initial Purchaser. In order to induce the Initial Purchaser to enter into the Purchase Agreement, the Company has agreed to provide the registration rights set forth in this Agreement.

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SEPRACOR INC. as Issuer AND JPMORGAN CHASE BANK as Trustee INDENTURE Dated as of September 22, 2004 0% Convertible Senior Subordinated Notes due 2024
Indenture • September 24th, 2004 • Sepracor Inc /De/ • Pharmaceutical preparations • New York

INDENTURE dated as of September 22, 2004 between Sepracor Inc., a Delaware corporation, as issuer (hereinafter sometimes called the “Company”, as more fully set forth in Section 1.01), and JPMorgan Chase Bank, a banking corporation organized under the laws of the State of New York, as trustee (hereinafter sometimes called the “Trustee”, as more fully set forth in Section 1.01).

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