Common use of Compliance With Securities Act Disposition of Warrant or Shares of Common Stock Clause in Contracts

Compliance With Securities Act Disposition of Warrant or Shares of Common Stock. (a) The holder of this Warrant, by acceptance hereof, agrees that this Warrant, and the shares of Common Stock to be issued upon exercise hereof are being acquired for investment and that such holder shall not offer, sell or otherwise dispose of this Warrant, or any shares of Common Stock to be issued upon exercise hereof or any Common Stock issued upon conversion thereof except under circumstances which shall not result in a violation of the Securities Act of 1933, as amended (the “Act”), or any applicable state securities laws. Upon exercise of this Warrant, unless the Shares being acquired are registered under the Act and any applicable state securities laws or an exemption from such registration is available, the holder hereof shall confirm in writing that the shares of Common Stock so purchased (and any shares of Common Stock issued upon conversion thereof) are being acquired for investment and not with a view toward distribution or resale in violation of the Act and shall confirm such other matters related thereto as may be reasonably requested by the Corporation. This Warrant and all shares of Common Stock issued upon exercise of this Warrant and all shares of Common Stock issued upon conversion thereof (unless registered under the Act and any applicable state securities laws) shall be stamped or imprinted with a legend in substantially the following form: THIS WARRANT AND THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE ASSIGNED WITHOUT COMPLIANCE WITH THE REGISTRATION OR QUALIFICATION PROVISIONS OF APPLICABLE FEDERAL AND STATE SECURITIES LAWS OR APPLICABLE EXEMPTIONS THEREFROM. Such legend shall be removed by the Corporation, upon the request of a holder, at such time as the restrictions on the transfer of the applicable security shall have terminated.

Compliance With Securities Act Disposition of Warrant or Shares of Common Stock. (a) The holder of this WarrantHolder, by acceptance hereof, confirms the investment representations made in the Securities Purchase Agreement, dated April 20, 1999, by and between the Company and EIS, with regard to this Warrant and the Shares to be issued upon exercise hereof and, without limiting the foregoing, agrees that this Warrant, Warrant and the shares of Common Stock Shares to be issued upon exercise hereof are being acquired for investment and that such holder shall Holder will not offer, sell or otherwise dispose of this Warrant, Warrant or any shares of Common Stock Shares to be issued upon exercise hereof or any Common Stock issued upon conversion thereof except under circumstances which shall will not result in a violation of the Securities Act of 1933, as amended (the “Act”), or any applicable state securities laws. Upon exercise of this Warrant, unless the Shares being acquired are registered under the Act and any applicable state securities laws Securities Act, or an exemption from such the registration requirements of the Securities Act is available, the holder hereof Holder shall confirm in writing writing, by executing an instrument in form reasonably satisfactory to the Company, that the shares of Common Stock Shares so purchased (and any shares of Common Stock issued upon conversion thereof) are being acquired for investment and not with a view toward distribution or resale in violation of the Act and shall confirm such other matters related thereto as may be reasonably requested by the Corporationresale. This Warrant and all shares of Common Stock Shares issued upon exercise of this Warrant and all shares of Common Stock issued upon conversion thereof (unless registered under the Act and any applicable state securities lawsSecurities Act) shall be stamped or imprinted with a legend in substantially the following form: THIS WARRANT AND THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT UNDER ANY CIRCUMSTANCES BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS AND MAY OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT BE OFFERED, SOLD, TRANSFERRED, HYPOTHECATED REQUIRED UNDER SUCH ACT OR OTHERWISE ASSIGNED WITHOUT COMPLIANCE WITH THE REGISTRATION OR QUALIFICATION PROVISIONS OF APPLICABLE FEDERAL AND STATE SECURITIES LAWS OR APPLICABLE EXEMPTIONS THEREFROMLAWS. Such legend shall be removed by the CorporationTHE TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS ALSO SUBJECT TO THE RESTRICTIONS CONTAINED IN THAT CERTAIN SECURITIES PURCHASE AGREEMENT, upon the request of a holderDATED APRIL 20, at such time as the restrictions on the transfer of the applicable security shall have terminated1999, BY AND BETWEEN ISIS PHARMACEUTICALS, INC. AND ELAN INTERNATIONAL SERVICES, LTD.

Compliance With Securities Act Disposition of Warrant or Shares of Common Stock. (a) The holder of this WarrantHolder, by acceptance hereof, agrees that this Warrant, Warrant and the shares of Common Stock Shares to be issued upon exercise hereof and, without limiting the foregoing, agrees that this Warrant and the Shares to be issued upon exercise hereof are being acquired for investment and that such holder shall Holder will not offer, sell or otherwise dispose of this Warrant, Warrant or any shares of Common Stock Shares to be issued upon exercise hereof or any Common Stock issued upon conversion thereof except under circumstances which shall will not result in a violation of the Securities Act of 1933, as amended (the “Act”), or any applicable state securities laws. Upon exercise of this Warrant, unless the Shares being acquired are registered under the Securities Act and any applicable state securities laws of 1933, as amended (the "Act"), or an exemption from the registration requirements of such registration Act is available, the holder hereof Holder shall confirm in writing writing, by executing an instrument in form reasonably satisfactory to the Company, that the shares of Common Stock Shares so purchased (and any shares of Common Stock issued upon conversion thereof) are being acquired for investment and not with a view toward distribution or resale in violation of the Act and shall confirm such other matters related thereto as may be reasonably requested by the Corporationresale. This Warrant and all shares of Common Stock Shares issued upon exercise of this Warrant and all shares of Common Stock issued upon conversion thereof (unless registered under the Act and any applicable state securities lawsSecurities Act) shall be stamped or imprinted with a legend legends in substantially the following formforms: THIS WARRANT AND THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT UNDER ANY CIRCUMSTANCES BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS AND MAY OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT BE OFFERED, SOLD, TRANSFERRED, HYPOTHECATED REQUIRED UNDER SUCH ACT OR OTHERWISE ASSIGNED WITHOUT COMPLIANCE WITH THE REGISTRATION OR QUALIFICATION PROVISIONS OF APPLICABLE FEDERAL AND STATE SECURITIES LAWS OR APPLICABLE EXEMPTIONS THEREFROMLAWS. Such legend shall be removed by the CorporationTHE TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS ALSO SUBJECT TO THE RESTRICTIONS CONTAINED IN THAT CERTAIN SECURITIES PURCHASE AGREEMENT, upon the request of a holderDATED JANUARY 14, at such time as the restrictions on the transfer of the applicable security shall have terminated.2000, BY AND BETWEEN ISIS