Common use of Issue of Rights Certificates Clause in Contracts

Issue of Rights Certificates. (a) Until the earlier of (i) the Stock Acquisition Date or (ii) the tenth day (or such later date as may be determined by action of the Board of Directors) after the date of the commencement of, or first public announcement of the intent of any Person (other than the Company, any subsidiary of the Company, or any employee benefit plan of the Company or any of its subsidiaries) to commence (which intention to commence remains in effect for five (5) Business Days after such announcement), a tender or exchange offer which would result in such Person becoming an Acquiring Person (including any such date which is on or after the date of this Agreement and prior to the issuance of the Rights) (the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights shall be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights (and the right to receive certificates therefor) shall be transferable only in connection with the transfer of the underlying shares of Common Stock. As soon as practicable after the Distribution Date, the Rights Agent shall send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Company, a certificate for Rights, in substantially the form of Exhibit B hereto (the "Rights Certificates"), evidencing one Right for each share of Common Stock so held. As of and after the Distribution Date, the Rights shall be evidenced solely by such Rights Certificates. As soon as practicable following the Record Date, the Company shall send a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit C (the "Summary of Rights"), by first-class, postage prepaid mail, to each record holder of the Common Stock as of the close of business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock outstanding as of the Record Date, until the Distribution Date (or earlier redemption, expiration or termination of the Rights), the Rights shall be evidenced by such certificates for the Common Stock together with the Summary of Rights and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the Distribution Date (or earlier redemption, expiration or termination of the Rights), the surrender for transfer of any of the certificates for the Common Stock outstanding on the Record Date, even without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. (b) Certificates issued for Common Stock (including, without limitation, certificates issued upon transfer or exchange of Common Stock) after the Record Date, but prior to the earlier of the Distribution Date or the Expiration Date (as such term is hereinafter defined), shall be deemed also to be certificates for Rights, and shall have impressed, printed, stamped, written or otherwise affixed onto them the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Rights Agreement between Agouron Pharmaceuticals, Inc. (the "Company") and Xxxxx Xxxxxx Shareholder Services, L.L.C. (the "Rights Agent") dated as of November 7, 1996 (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 the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may expire, or may be evidenced by separate Certificates and will no longer be evidenced by this Certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement without charge within five (5) days after receipt of a written request therefor. Under certain circumstances, Rights issued to Acquiring Persons (as defined in the Rights Agreement) or certain related Persons and any subsequent holder of such Rights may become null and void. With respect to such certificates containing the foregoing legend, until the Distribution Date (or earlier redemption, expiration or termination of the Rights), the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate.

Issue of Rights Certificates. (a) Until the earlier of Distribution Date, (i) the Stock Acquisition Date or (ii) the tenth day (or such later date as may be determined by action of the Board of Directors) after the date of the commencement of, or first public announcement of the intent of any Person (other than the Company, any subsidiary of the Company, or any employee benefit plan of the Company or any of its subsidiaries) to commence (which intention to commence remains in effect for five (5) Business Days after such announcement), a tender or exchange offer which would result in such Person becoming an Acquiring Person (including any such date which is on or after the date of this Agreement and prior to the issuance of the Rights) (the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights shall will be evidenced (subject to the provisions of paragraph (bSection 3(b) of this Section 3hereof) by the certificates for representing shares of Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for the associated Rights) and not by separate rights certificates, and (yii) the Rights (and the right to receive certificates therefor) shall will be transferable only in connection with the transfer of the underlying associated shares of Common Stock. As soon as practicable after the Distribution Date, the Rights Agent shall will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the close Close of business Business on the Distribution Date, at the address of such holder shown on the stock transfer records of the Company, a certificate for Rightsone or more rights certificates, in substantially the form of Exhibit B hereto (the "Rights Certificates"), evidencing one Right for each share in the aggregate that number of Common Stock so heldRights to which such holder is entitled in accordance with the provisions of this Agreement. As of and after the Distribution Date, the Rights shall will be evidenced solely by such Rights Certificates. The Rights are exercisable only in accordance with the provisions of Section 7 hereof and are redeemable only in accordance with Section 23 hereof. (b) As soon as practicable following after the Dividend Record Date, the Company shall send will cause a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit C (the "Summary of Rights"), to be sent by first-class, postage prepaid mail, to each record holder of the Common Stock as of the close Close of business Business on the Dividend Record Date, at the address of such holder shown on the stock transfer records of the Company. With respect to certificates for the Common Stock outstanding as of the Dividend Record Date, until the Distribution Date (or earlier redemption, expiration or termination of the Rights)Date, the Rights shall associated with the shares of Common Stock represented by such certificates will be evidenced by such certificates for the Common Stock together with the Summary of Rights and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the Distribution Date (or the earlier redemption, expiration or termination of the Rights), the surrender for transfer of any of the certificates for representing shares of the Common Stock outstanding on the Dividend Record Date, even with or without a copy of the Summary of Rights attached theretoRights, shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. (bc) Certificates Rights shall be issued for in respect of all shares of Common Stock issued (including, without limitation, certificates whether originally issued upon transfer or exchange of Common Stockdelivered from the Company's treasury) after the Dividend Record Date, Date but prior to the earlier earliest of (i) the Distribution Date, (ii) the Expiration Date, or (iii) the redemption of the Rights. Certificates representing such shares of Common Stock and certificates issued on transfer of such shares of Common Stock, with or without a copy of the Summary of Rights, prior to the Distribution Date (or earlier expiration or redemption of the Expiration Date (as such term is hereinafter defined), Rights) shall be deemed also to be certificates for the associated Rights, and commencing as soon as reasonably practicable following the Dividend Record Date shall have impressed, printed, stamped, written or otherwise affixed onto them bear the following legend: legend (or a legend substantially in the form thereof): “This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Rights Agreement between Agouron Pharmaceuticalsthe issuer and American Stock Transfer & Trust Company, Inc. (the "Company") and Xxxxx Xxxxxx Shareholder Services, L.L.C. as Rights Agent (the "Rights Agent") dated (as of November 7amended and restated from time to time, 1996 (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 both the Companyissuer and the Rights Agent. The Rights Agent will mail to the registered holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge upon written request. Under certain circumstances, as circumstances set forth in the Rights Agreement, such Rights may be redeemed, may expire, or may will be evidenced by separate Certificates certificates and will no longer be evidenced by this Certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement without charge within five (5) days after receipt of a written request thereforcertificate. Under certain circumstancescircumstances set forth in the Rights Agreement, Rights issued to to, or held by any Person who is, was or becomes, or acquires shares from, an Acquiring Persons Person or any Affiliate of an Acquiring Person (as each such term is defined in the Rights Agreement) Agreement and generally relating to the ownership or certain related Persons and any subsequent holder purchase of large shareholdings), whether currently held by or on behalf of such Rights Person or Affiliate or by certain subsequent holders, may become null and void. With respect to such certificates containing the foregoing legend, until .” Until the Distribution Date (or the earlier redemption, expiration or termination of the Rights), the Rights associated with the Common Stock represented by such certificates shall be evidenced by such the Common Stock certificates alonealone and the registered holders of Common Stock shall also be the registered holders of the associated Rights, and the surrender for transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate.

Issue of Rights Certificates. (a1) Until the earlier of (i) the Stock Acquisition Date or (ii) the tenth day (or such later date as may be determined by action of the Board of Directors) after the date of the commencement of, or first public announcement of the intent of any Person (other than the Company, any subsidiary of the Company, or any employee benefit plan of the Company or any of its subsidiaries) to commence (which intention to commence remains in effect for five (5) Business Days after such announcement), a tender or exchange offer which would result in such Person becoming an Acquiring Person (including any such date which is on or after the date of this Agreement and prior to the issuance of the Rights) (the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights shall will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for Common Stock Shares registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) Shares and not by separate certificates, and (y) the Rights (and the right to receive certificates therefor) shall will be transferable only in connection with the transfer of the underlying shares of Common StockShares (including a transfer to the Company). As soon as practicable after the Distribution Date, the Rights Agent shall will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock Shares as of the close of business on the Distribution DateDate (other than any Person referred to in the first sentence of Section 7(e)), at the address of such holder shown on the records of the Company, a certificate for Rights, in substantially the form of Exhibit B hereto (the "one or more Rights Certificates"), evidencing one Right for each share of Common Stock Share so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per Common Share has been made pursuant to Section 11(p) -9- hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights shall will be evidenced solely by such Rights Certificates. . (2) As soon promptly as practicable following the Record Date, the Company shall will send a copy of a Summary of RightsRights to Purchase Preferred Stock, in substantially the form attached hereto as Exhibit C (the "Summary of Rights")C, by first-class, postage prepaid mail, to each record holder of the Common Stock Shares as of the close of business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock Shares outstanding as of the Record Date, until the Distribution Date (or the earlier redemption, expiration surrender for transfer thereof or termination of the Rights)Expiration Date, the Rights associated with the Common Shares represented by such certificates shall be evidenced by such certificates for the Common Stock Shares together with the Summary of Rights Rights, and the registered holders of the Common Stock Shares shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date (or earlier redemption, expiration or termination of the Rights)Expiration Date, the surrender for transfer of any of the certificates for the Common Stock Shares outstanding on the Record Date, even with or without a copy of the Summary of Rights attached theretoRights, shall also constitute the transfer of the Rights associated with the Common Stock Shares represented by such certificatecertificates. (b3) Certificates Rights shall be issued for in respect of all Common Stock Shares that are issued (including, without limitation, certificates whether originally issued upon transfer or exchange of Common Stockdelivered from the Company's treasury) after the Record Date, Date but prior to the earlier of the Distribution Date or the Expiration Date (as such term is hereinafter defined)or, in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates issued for Common Shares that shall so become outstanding or shall be transferred or exchanged after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date shall also be deemed also to be certificates for Rights, and shall have impressed, printed, stamped, written or otherwise affixed onto them bear the following legend: legend (which legend may be modified as necessary on the certificates for the Common Stock or Class B Common Stock, as the case may be, to reflect the application of this Agreement to the Common Stock or the Class B Common Stock, as the case may be): This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a the Rights Agreement between Agouron PharmaceuticalsWit Capital Group, Inc. (the "Company") and Xxxxx Xxxxxx Shareholder Services, L.L.C. American Stock Transfer & Trust Company (the "Rights Agent") dated as of November 7________, 1996 1999 as it may from time to time be supplemented or amended (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 the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may expirebe exchanged, may expire or may be evidenced by separate Certificates certificates and will no longer be evidenced by this Certificatecertificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement Agreement, as in effect on the date of mailing, without charge within five (5) days promptly after receipt of a written request therefor. Under certain circumstancesUNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, Rights issued to Acquiring Persons RIGHTS BENEFICIALLY OWNED BY OR TRANSFERRED TO ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR AN AFFILIATE OR ASSOCIATE THEREOF (as defined in the Rights Agreement) or certain related Persons and any subsequent holder of such Rights may become null and voidAS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), AND CERTAIN TRANSFEREES THEREOF, WILL BECOME NULL AND VOID AND WILL NO LONGER BE TRANSFERABLE. With respect to such certificates containing the foregoing legend, until the earlier of the Distribution Date (or earlier redemption, expiration or termination of the Rights)Expiration Date, the Rights associated with the Common Stock Shares represented by such certificates shall be evidenced by such certificates alone, and registered holders of Common Shares shall also be the surrender for registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock Shares represented by such certificatecertificates.

Issue of Rights Certificates. (a) Until the earlier of Distribution Date, (i) the Stock Acquisition Date or (ii) the tenth day (or such later date as may be determined by action of the Board of Directors) after the date of the commencement of, or first public announcement of the intent of any Person (other than the Company, any subsidiary of the Company, or any employee benefit plan of the Company or any of its subsidiaries) to commence (which intention to commence remains in effect for five (5) Business Days after such announcement), a tender or exchange offer which would result in such Person becoming an Acquiring Person (including any such date which is on or after the date of this Agreement and prior to the issuance of the Rights) (the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights shall will be evidenced (subject to the provisions of paragraph (bSection 3(b) of this Section 3hereof) by the certificates for representing shares of Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for the associated Rights) and not by separate rights certificates, and (yii) the Rights (and the right to receive certificates therefor) shall will be transferable only in connection with the transfer of the underlying associated shares of Common Stock. As soon as practicable after the Distribution Date, the Rights Agent shall will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the close Close of business Business on the Distribution Date, at the address of such holder shown on the stock transfer records of the Company, a certificate for Rightsone or more rights certificates, in substantially the form of Exhibit B hereto (the "Rights Certificates"), evidencing one Right for each share in the aggregate that number of Common Stock so heldRights to which such holder is entitled in accordance with the provisions of this Agreement. As of and after the Distribution Date, the Rights shall will be evidenced solely by such Rights Certificates. The Rights are exercisable only in accordance with the provisions of Section 7 hereof and are redeemable only in accordance with Section 23 hereof. (b) As soon as practicable following after the Dividend Record Date, the Company shall send will cause a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit C (the "Summary of Rights"), to be sent by first-class, postage prepaid mail, to each record holder of the Common Stock as of the close Close of business Business on the Dividend Record Date, at the address of such holder shown on the stock transfer records of the Company. With respect to certificates for the Common Stock outstanding as of the Dividend Record Date, until the Distribution Date (or earlier redemption, expiration or termination of the Rights)Date, the Rights shall associated with the shares of Common Stock represented by such certificates will be evidenced by such certificates for the Common Stock together with the Summary of Rights and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the Distribution Date (or the earlier redemption, expiration or termination of the Rights), the surrender for transfer of any of the certificates for representing shares of the Common Stock outstanding on the Dividend Record Date, even with or without a copy of the Summary of Rights attached theretoRights, shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. (bc) Certificates Rights shall be issued for in respect of all shares of Common Stock issued (including, without limitation, certificates whether originally issued upon transfer or exchange of Common Stockdelivered from the Company's treasury) after the Dividend Record Date, Date but prior to the earlier earliest of (i) the Distribution Date, (ii) the Expiration Date, or (iii) the redemption of the Rights. Certificates representing such shares of Common Stock and certificates issued on transfer of such shares of Common Stock, with or without a copy of the Summary of Rights, prior to the Distribution Date (or earlier expiration or redemption of the Expiration Date (as such term is hereinafter defined), Rights) shall be deemed also to be certificates for the associated Rights, and commencing as soon as reasonably practicable following the Dividend Record Date shall have impressed, printed, stamped, written or otherwise affixed onto them bear the following legend: legend (or a legend substantially in the form thereof): This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Rights Agreement between Agouron Pharmaceuticalsthe issuer and American Stock Transfer & Trust Company, Inc. (the "Company") and Xxxxx Xxxxxx Shareholder Services, L.L.C. as Rights Agent (the "Rights Agent") ), dated as of November 7February 17, 1996 1998 (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 both the Companyissuer and the Rights Agent. The Rights Agent will mail to the registered holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge upon written request. Under certain circumstances, as circumstances set forth in the Rights Agreement, such Rights may be redeemed, may expire, or may will be evidenced by separate Certificates certificates and will no longer be evidenced by this Certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement without charge within five (5) days after receipt of a written request thereforcertificate. Under certain circumstancescircumstances set forth in the Rights Agreement, Rights issued to to, or held by any Person who is, was or becomes, or acquires shares from, an Acquiring Persons Person or any Affiliate of an Acquiring Person (as each such term is defined in the Rights Agreement) Agreement and generally relating to the ownership or certain related Persons and any subsequent holder purchase of large shareholdings), whether currently held by or on behalf of such Rights Person or Affiliate or by certain subsequent holders, may become null and void. With respect to such certificates containing the foregoing legend, until Until the Distribution Date (or the earlier redemption, expiration or termination of the Rights), the Rights associated with the Common Stock represented by such certificates shall be evidenced by such the Common Stock certificates alonealone and the registered holders of Common Stock shall also be the registered holders of the associated Rights, and the surrender for transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate.

Issue of Rights Certificates. (a) Until the earlier of (i) the Stock Acquisition Date or (ii) the tenth day (or such later date as may be determined by action of the Board of Directors) after the date of the commencement of, or first public announcement of the intent of any Person (other than the Company, any subsidiary of the Company, or any employee benefit plan of the Company or any of its subsidiaries) to commence (which intention to commence remains in effect for five (5) Business Days after such announcement), a tender or exchange offer which would result in such Person becoming an Acquiring Person (including any such date which is on or after the date of this Agreement and prior to the issuance of the Rights) (the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights shall be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights (and the right to receive certificates therefor) shall be transferable only in connection with the transfer of the underlying shares of Common Stock. As soon as practicable after the Distribution Date, the Rights Agent shall send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Company, a certificate for Rights, in substantially the form of Exhibit B hereto (the "Rights Certificates"), evidencing one Right for each share of Common Stock so held. As of and after the Distribution Date, the Rights shall be evidenced solely by such Rights Certificates. As soon as practicable following the Record Date, the Company shall send a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit C (the "Summary of Rights"), by first-class, postage prepaid mail, to each record holder of the Common Stock as of the close of business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock outstanding as of the Record Date, until the Distribution Date (or earlier redemption, expiration or termination of the Rights), the Rights shall be evidenced by such certificates for the Common Stock together with the Summary of Rights and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the Distribution Date (or earlier redemption, expiration or termination of the Rights), the surrender for transfer of any of the certificates for the Common Stock outstanding on the Record Date, even without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. (b) Certificates issued for Common Stock (including, without limitation, certificates issued upon transfer or exchange of Common Stock) after the Record Date, but prior to the earlier of the Distribution Date or the Expiration Date (as such term is hereinafter defined), shall be deemed also to be certificates for Rights, and shall have impressed, printed, stamped, written or otherwise affixed onto them the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Rights Agreement between Agouron PharmaceuticalsETEC SYSTEMS, Inc. INC. (the "Company") and Xxxxx Xxxxxx Shareholder Services, L.L.C. BANK OF BOSTON (the "Rights Agent") dated as of November 7January 15, 1996 1997 (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 the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may expire, or may be evidenced by separate Certificates and will no longer be evidenced by this Certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement without charge within five (5) days after receipt of a written request therefor. Under certain circumstances, Rights issued to Acquiring Persons (as defined in the Rights Agreement) or certain related Persons and any subsequent holder of such Rights may become null and voidvoid . With respect to such certificates containing the foregoing legend, until the Distribution Date (or earlier redemption, expiration or termination of the Rights), the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate.

Issue of Rights Certificates. (a) Until the earlier of (i) the close of business on the twentieth day after the Stock Acquisition Date (or, if the twentieth day after the Stock Acquisition Date occurs before the Record Date, the close of business on the Record Date), or (ii) the tenth close of business on the twentieth business day (or such later date as may be determined by action of the Board of Directors) after the date of the commencement of, that a tender or first public announcement of the intent of exchange offer by any Person (other than the Company, any subsidiary Subsidiary of the Company, or any employee benefit plan of the Company or of any Subsidiary of its subsidiariesthe Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) to commence (which intention to commence remains in effect for five (5is first published or sent or given within the meaning of Rule 14d-2(a) Business Days after such announcement)of the General Rules and Regulations under the Exchange Act, a tender or exchange offer which would result in if upon consummation thereof, such Person becoming an Acquiring Person (including any such date which is on would be the Beneficial Owner of 15% or after the date of this Agreement and prior to the issuance more of the Rights) shares of Common Stock then outstanding (the earlier of such dates (i) and (ii) being herein referred to as the "Distribution Date"), (x) the Rights shall will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights (and the right to receive certificates therefor) shall will be transferable only in connection with the transfer of the underlying shares of Common StockStock (including a transfer to the Company). The Company shall give the Rights Agent prompt written notice of the Distribution Date. As soon as practicable after the Distribution Date, and receipt of written notice of the Distribution Date from the Company, the Rights Agent shall will, at the Company's expense, send by first-class, insured, postage prepaid mail, to each record record-holder of the Common Stock as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Company, a certificate for Rightsone or more rights certificates, in substantially the form of Exhibit B hereto (the "Rights Certificates"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. If an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Right Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights shall will be evidenced solely by such Rights Certificates. . (b) As soon promptly as practicable following the Record Date, the Company shall will send a copy of a Summary of RightsRights to Purchase Preferred Stock, in substantially the form attached hereto as Exhibit C (the "Summary of Rights")C, by first-class, postage prepaid mail, to each record holder of the Common Stock as of the close of business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock outstanding as of the Record Date, until the Distribution Date (or earlier redemption, expiration or termination of the Rights)Date, the Rights shall will be evidenced by such certificates for the Common Stock together with the Summary of Rights and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date (or earlier redemption, expiration or termination of the Rights)Expiration Date, the surrender for transfer of any certificates representing shares of the certificates for the Common Stock outstanding on the Record Datein respect of which, even without a copy of the Summary of Rights attached thereto, have been issued shall also constitute the transfer of the Rights associated with the such shares of Common Stock represented by such certificateStock. (bc) Certificates Rights shall be issued for in respect of all shares of Common Stock (including, without limitation, certificates which are issued upon transfer or exchange of Common Stock) after the Record Date, Date but prior to the earlier of the Distribution Date or the Expiration Date (as Date. Certificates representing such term is hereinafter defined), shares of Common Stock shall also be deemed also to be certificates for Rights, and all certificates issued for newly issued shares or transfers of Common Stock after the Record Date shall have impressed, printed, stamped, written or otherwise affixed onto them bear the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a the Rights Agreement between Agouron PharmaceuticalsXxxxxx Greetings, Inc. (the "Company") and Xxxxx Xxxxxx Shareholder Services, L.L.C. The Bank of New York (the "Rights Agent") dated as of November 7September 8, 1996 1999 (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 the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may expire, or may will be evidenced by separate Certificates certificates and will no longer be evidenced by this Certificatecertificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement Agreement, as in effect on the date of mailing, without charge within five (5) days promptly after receipt of a written request therefor. Under certain circumstancescircumstances set forth in the Rights Agreement, Rights issued to to, or held by, any Person who is, was or becomes an Acquiring Persons Person or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement) ), whether currently held by or certain related Persons and on behalf of such Person or by any subsequent holder of such Rights holder, may become null and void. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (or earlier redemption, expiration or termination of ii) the Rights)Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alonealone and registered holders of common stock shall also be the registered holders of the associated Rights, and the surrender for transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificatecertificates. If the Company purchases or acquires any Common Stock after the Record Date but before the Distribution Date, any rights associated with such Common Stock shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any rights associated with the Common Stock which is no longer outstanding.

Issue of Rights Certificates. (a) Until the earlier of Distribution Date, (i) the Stock Acquisition Date or (ii) the tenth day (or such later date as may be determined by action of the Board of Directors) after the date of the commencement of, or first public announcement of the intent of any Person (other than the Company, any subsidiary of the Company, or any employee benefit plan of the Company or any of its subsidiaries) to commence (which intention to commence remains in effect for five (5) Business Days after such announcement), a tender or exchange offer which would result in such Person becoming an Acquiring Person (including any such date which is on or after the date of this Agreement and prior to the issuance of the Rights) (the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights shall will be evidenced (subject to the provisions of paragraph (bSection 3(b) of this Section 3hereof) by the certificates for representing shares of Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for the associated Rights) and not by separate rights certificates, and (yii) the Rights (and the right to receive certificates therefor) shall will be transferable only in connection with the transfer of the underlying associated shares of Common Stock. As soon as practicable after the Distribution Date, the Rights Agent shall will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the close Close of business Business on the Distribution Date, at the address of such holder shown on the stock transfer records of the Company, a certificate for Rightsone or more rights certificates, in substantially the form of Exhibit B hereto (the "Rights Certificates"), evidencing one Right for each share in the aggregate that number of Common Stock so heldRights to which such holder is entitled in accordance with the provisions of this Agreement. As of and after the Distribution Date, the Rights shall will be evidenced solely by such Rights Certificates. The Rights are exercisable only in accordance with the provisions of Section 7 hereof and are redeemable only in accordance with Section 23 hereof. (b) As soon as practicable following after the Dividend Record Date, the Company shall send will cause a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit C (the "Summary of Rights"), to be sent by first-class, postage prepaid mail, to each record holder of the Common Stock as of the close Close of business Business on the Dividend Record Date, at the address of such holder shown on the stock transfer records of the Company. With respect to certificates for the Common Stock outstanding as of the Dividend Record Date, until the Distribution Date (or earlier redemption, expiration or termination of the Rights)Date, the Rights shall associated with the shares of Common Stock represented by such certificates will be evidenced by such certificates for the Common Stock together with the Summary of Rights and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the Distribution Date (or the earlier redemption, expiration or termination of the Rights), the surrender for transfer of any of the certificates for representing shares of the Common Stock outstanding on the Dividend Record Date, even with or without a copy of the Summary of Rights attached theretoRights, shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. (bc) Certificates Rights shall be issued for in respect of all shares of Common Stock issued (including, without limitation, certificates whether originally issued upon transfer or exchange of Common Stockdelivered from the Company's treasury) after the Dividend Record Date, Date but prior to the earlier earliest of (i) the Distribution Date, (ii) the Expiration Date, or (iii) the redemption of the Rights. Certificates representing such shares of Common Stock and certificates issued on transfer of such shares of Common Stock, with or without a copy of the Summary of Rights, prior to the Distribution Date (or earlier expiration or redemption of the Expiration Date (as such term is hereinafter defined), Rights) shall be deemed also to be certificates for the associated Rights, and commencing as soon as reasonably practicable following the Dividend Record Date shall have impressed, printed, stamped, written or otherwise affixed onto them bear the following legend: legend (or a legend substantially in the form thereof): This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Rights Agreement between Agouron Pharmaceuticalsthe issuer and Bank of Boston, Inc. (the "Company") and Xxxxx Xxxxxx Shareholder Services, L.L.C. as Rights Agent (the "Rights Agent") ), dated as of November December 7, 1996 1995 (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 both the Companyissuer and the Rights Agent. The Rights Agent will mail to the registered holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge upon written request. Under certain circumstances, as circumstances set forth in the Rights Agreement, such Rights may be redeemed, may expire, or may will be evidenced by separate Certificates certificates and will no longer be evidenced by this Certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement without charge within five (5) days after receipt of a written request thereforcertificate. Under certain circumstancescircumstances set forth in the Rights Agreement, Rights issued to to, or held by any Person who is, was or becomes, or acquires shares from, an Acquiring Persons Person or any Affiliate of an Acquiring Person (as each such term is defined in the Rights Agreement) Agreement and generally relating to the ownership or certain related Persons and any subsequent holder purchase of large shareholdings), whether currently held by or on behalf of such Rights Person or Affiliate or by certain subsequent holders, may become null and void. With respect to such certificates containing the foregoing legend, until Until the Distribution Date (or the earlier redemption, expiration or termination of the Rights), the Rights associated with the Common Stock represented by such certificates shall be evidenced by such the Common Stock certificates alonealone and the registered holders of Common Stock shall also be the registered holders of the associated Rights, and the surrender for transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate.

Issue of Rights Certificates. (a) Until the earlier of (i) the Stock Acquisition Date or (ii) the tenth day (or such later date as may be determined by action of the Board of Directors) after the date of the commencement of, or first public announcement of the intent of any Person (other than the Company, any subsidiary of the Company, or any employee benefit plan of the Company or any of its subsidiaries) to commence (which intention to commence remains in effect for five (5) Business Days after such announcement), a tender or exchange offer which would result in such Person becoming an Acquiring Person Person, unless such date is extended by the Board of Directors of the Company (including any such date which is on or after the date of this Agreement and prior to the issuance of the Rights) (; the earlier of such dates being herein referred to as the "“Distribution Date"”), (x) the Rights shall be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights (and the right to receive certificates therefor) shall be transferable only in connection with the transfer of the underlying shares of Common Stock. As soon as practicable after the Distribution Date, the Rights Agent shall send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Company, a certificate for Rights, in substantially the form of Exhibit B hereto (the "“Rights Certificates"”), evidencing one Right for each share of Common Stock so held. As of and after the Distribution Date, the Rights shall be evidenced solely by such Rights Certificates. As soon as practicable following the Record Date, the Company shall send a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit C (the "“Summary of Rights"”), by first-class, postage prepaid mail, to each record holder of the Common Stock as of the close of business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock outstanding as of the Record Date, until the Distribution Date (or earlier redemption, expiration or termination of the Rights), the Rights shall be evidenced by such certificates for the Common Stock together with the Summary of Rights and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the Distribution Date (or earlier redemption, expiration or termination of the Rights), the surrender for transfer of any of the certificates for the Common Stock outstanding on the Record Date, even without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. (b) Certificates issued for Common Stock (including, without limitation, certificates issued upon transfer or exchange of Common Stock) after the Record Date, but prior to the earlier of the Distribution Date or the Expiration Date (as such term is hereinafter defineddefined in Section 7 hereof), shall be deemed also to be certificates for Rights, and shall have impressed, printed, stamped, written or otherwise affixed onto them the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Rights Agreement between Agouron PharmaceuticalsTHIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN A RIGHTS AGREEMENT BETWEEN CARDIMA, Inc. INC. (the "Company"THE “COMPANY”) and Xxxxx Xxxxxx Shareholder ServicesAND AMERICAN STOCK TRANSFER & TRUST COMPANY (THE “RIGHTS AGENT”) DATED AS OF MAY 20, L.L.C. 2002 (the "Rights Agent") dated as of November 7, 1996 (the "Rights Agreement"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 the CompanyTHE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICES OF THE COMPANY. Under certain circumstancesUNDER CERTAIN CIRCUMSTANCES, as set forth in the Rights AgreementAS SET FORTH IN THE RIGHTS AGREEMENT, such Rights may be redeemedSUCH RIGHTS MAY BE REDEEMED, may expireMAY EXPIRE, or may be evidenced by separate Certificates and will no longer be evidenced by this CertificateOR MAY BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. The Company will mail to the holder of this certificate a copy of the Rights Agreement without charge within five THE COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT WITHOUT CHARGE WITHIN FIVE DAYS AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR. UNDER CERTAIN CIRCUMSTANCES, RIGHTS ISSUED TO ACQUIRING PERSONS (5AS DEFINED IN THE RIGHTS AGREEMENT) days after receipt of a written request therefor. Under certain circumstances, Rights issued to Acquiring Persons (as defined in the Rights Agreement) or certain related Persons and any subsequent holder of such Rights may become null and voidOR CERTAIN RELATED PERSONS AND ANY SUBSEQUENT HOLDER OF SUCH RIGHTS MAY BECOME NULL AND VOID. With respect to such certificates containing the foregoing legend, until the Distribution Date (or earlier redemption, expiration or termination of the Rights), the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate.

Issue of Rights Certificates. (a) Until the earlier of (i) the Stock Acquisition Date or (ii) the tenth day (or such later date as may be determined by action of the Board of Directors) after the date of the commencement of, or first public announcement of the intent of any Person (other than the Company, any subsidiary of the Company, or any employee benefit plan of the Company or any of its subsidiaries) to commence (which intention to commence remains in effect for five (5) Business Days after such announcement), a tender or exchange offer which would result in such Person becoming an Acquiring Person (including any such date which is on or after the date of this Agreement and prior to the issuance of the Rights) (the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights shall will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights (and the right to receive certificates therefor) shall will be transferable only in connection with the transfer of the underlying shares of Common StockStock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Rights Agent shall will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the close of business on the Distribution DateDate (other than any Person referred to in the first sentence of Section 7(e)), at the address of such holder shown on the records of the Company, a certificate for Rights, in substantially the form of Exhibit B hereto (the "one or more Rights Certificates"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights shall will be evidenced solely by such Rights Certificates. . (b) As soon promptly as practicable following the Record Date, the Company shall will send a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit C (the "Summary of Rights")C, by first-class, postage prepaid mail, to each record holder of the Common Stock as of the close of business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock outstanding as of the Record Date, until the Distribution Date (or the earlier redemption, expiration surrender for transfer thereof or termination of the Rights)Expiration Date, the Rights associated with the shares of Common Stock represented by such certificates shall be evidenced by such certificates for the Common Stock together with the Summary of Rights Rights, and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date (or earlier redemption, expiration or termination of the Rights)Expiration Date, the surrender for transfer of any of the certificates for the Common Stock outstanding on the Record Date, even with or without a copy of the Summary of Rights attached theretoRights, shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificatecertificates. (bc) Certificates Rights shall be issued for in respect of all shares of Common Stock that are issued (including, without limitation, certificates whether originally issued upon transfer or exchange of Common Stockdelivered from the Company's treasury) after the Record Date, Date but prior to the earlier of the Distribution Date or the Expiration Date (as or, in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates issued representing such term is hereinafter defined), shares of Common Stock that shall so become outstanding or shall be transferred or exchanged after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date shall also be deemed also to be certificates for Rights, and shall have impressed, printed, stamped, written or otherwise affixed onto them bear the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a the Rights Agreement between Agouron PharmaceuticalsEGL, Inc. (the "Company") and Xxxxx Xxxxxx Shareholder Computershare Investor Services, L.L.C. (the "Rights Agent") dated as of November 7May 23, 1996 2001 as it may from time to time be supplemented or amended (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 the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may expirebe exchanged, may expire or may be evidenced by separate Certificates certificates and will no longer be evidenced by this Certificatecertificate. The Company or the Rights Agent will mail to the holder of this certificate a copy of the Rights Agreement Agreement, as in effect on the date of mailing, without charge within five (5) days promptly after receipt of a written request therefor. Under certain circumstancesUNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, Rights issued to Acquiring Persons RIGHTS BENEFICIALLY OWNED BY OR TRANSFERRED TO ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR AN AFFILIATE OR ASSOCIATE THEREOF (as defined in the Rights Agreement) or certain related Persons and any subsequent holder of such Rights may become null and voidAS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), AND CERTAIN TRANSFEREES THEREOF, WILL BECOME NULL AND VOID AND WILL NO LONGER BE TRANSFERABLE. With respect to such certificates containing the foregoing legend, until the earlier of the Distribution Date (or earlier redemption, expiration or termination of the Rights)Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone, and registered holders of Common Stock shall also be the surrender for registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificatecertificates.

Issue of Rights Certificates. (a) Until the earlier of (i) the close of business on the tenth Business Day after the Stock Acquisition Date Date, or (ii) the close of business on the tenth day (or such later date as may be determined by action of the Board of Directors) Business Day after the date of the commencement of, or first public announcement of the intent of any Person (other than the Company, any subsidiary Subsidiary of the Company, Company or any employee benefit plan of the Company or of any Subsidiary of its subsidiaries) the Company or any entity organized, appointed or established by the Company for or pursuant to the terms of any such plan), to commence (which intention to commence remains in effect for five (5) Business Days after such announcement), a tender or exchange offer which would result in such Person person becoming an Acquiring Person the Beneficial Owner of voting securities having 15% or more of the then voting power of the Company (including any such date which is on or after the date of this Agreement and prior to the issuance of the Rights) ), (the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights shall will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for Common Stock registered in the names of the holders of the such Common Stock (which certificates for Common Stock shall be deemed also to be certificates for the Rights) and not by separate certificates, and (y) the Rights (and the right to receive certificates therefor) shall will be transferable only in connection with the transfer of the underlying shares of Common StockStock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Rights Agent shall will send by first-class, insured, postage prepaid mail, mail to each record holder of the Common Stock as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Company, a certificate for Rightsone or more rights certificates, in substantially the form of Exhibit B A hereto (the "Rights Certificates"), evidencing one Right for each share of Common Stock so held. As of and after the Distribution Date, the Rights shall will be evidenced solely by such Rights Certificates. As soon as practicable following the Record Date, the . (b) The Company shall send has made available a copy of a Summary of Rights, in substantially the form of Exhibit B attached hereto as Exhibit C (the "Summary of Rights"), by first-class, postage prepaid mailhereto, to each record holder of the Common Stock as of the close of business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock outstanding as of the Record Date, until the Distribution Date (or earlier redemption, expiration or termination of the Rights)Date, the Rights shall will be evidenced by such certificates for the Common Stock together with the Summary of Rights and the registered holders of the such Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date (or earlier redemption, expiration or termination of the Rightsas such term is defined in Section 7 hereof), the surrender for transfer of any of the certificates for the Common Stock outstanding on the Record Date, even without a copy of the Summary of Rights attached thereto, Date shall also constitute the transfer of the respective Rights associated with such certificates. (c) Certificates for the Common Stock represented by such certificate. (b) Certificates issued for Common Stock (including, without limitation, certificates issued upon transfer or exchange of Common Stock) after the Record Date, but prior to the earlier of the Distribution Date or the Expiration Date (as such term is hereinafter defined)Date, shall be deemed also to be certificates for Rights, and shall have impressed, printed, stamped, written or otherwise affixed onto them bear the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a the Rights Agreement between Agouron PharmaceuticalsEl Capitan Precious Metals, Inc. (the "Company") and Xxxxx Xxxxxx Shareholder ServicesOTR, L.L.C. (the "Rights Agent") Inc. dated as of November 7December 28, 1996 2005 (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 the Company. G El Capitan Precious Metals, Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may expire, or may will be evidenced by separate Certificates certificates and will no longer be evidenced by this Certificatecertificate. The Company El Capitan Precious Metals, Inc. will mail to the holder of this certificate a copy of the Rights Agreement without charge within five (5) days promptly after receipt of a written request therefor. Under certain circumstances, Rights issued to to, or held by, Acquiring Persons Persons, or Affiliates or Associates thereof (as such terms are defined in the Rights Agreement) or certain related Persons and any subsequent holder of such Rights may become null and void. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (or earlier redemption, expiration or termination of ii) the Rights)Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alonealone and the registered holders of Common Stock shall also be the registered holders of the associated Rights, and the surrender for transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificatecertificates.

Issue of Rights Certificates. (a) Until the earlier of (i) the close of business on the tenth business day after the Stock Acquisition Date or Date, (ii) the close of business on the tenth business day (or such later date as may be determined by action of the Board of DirectorsDirectors shall determine) after the date of the commencement of, that a tender or first public announcement of the intent of exchange offer by any Person (other than the Company, any subsidiary Subsidiary of the Company, or any employee benefit plan of the Company or of any Subsidiary of its subsidiariesthe Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof such Person would be the Beneficial Owner of 20% or more of the shares of Common Stock then outstanding or (iii) the close of business on the tenth business day after the Board of Directors of the Company determines, pursuant to commence the criteria set forth in Section 11(a)(ii)(B) hereof, that a Person is an Adverse Person (which intention to commence remains in effect for five the earliest of (5) Business Days after such announcementi), a tender (ii) or exchange offer which would result in such Person becoming an Acquiring Person (including any such date which is on or after the date of this Agreement and prior to the issuance of the Rightsiii) (the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights shall will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights (and the right to receive certificates therefor) shall will be transferable only in connection with the transfer of the underlying shares of Common StockStock (including a transfer to the Company). The Company will advise the Rights Agent in writing of the date of the Distribution Date. As soon as practicable after the Distribution Date, the Rights Agent shall will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Company, a certificate for Rightsone or more right certificates, in substantially the form of Exhibit B A hereto (the "Rights Certificates"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11 hereof, at the time of distribution of the Right Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights shall will be evidenced solely by such Rights Certificates. As soon as practicable following the Record Date, the . (b) The Company shall will send a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit C B (the "Summary of Rights"), by first-class, postage prepaid mail, to each record holder of the Common Stock as of the close of business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock outstanding as of the Record Date, until the Distribution Date (or earlier redemption, expiration or termination of the Rights)Date, the Rights shall will be evidenced by such certificates for the Common Stock together with the Summary of Rights and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the Distribution Date (or earlier redemption, expiration or termination of the Rights), the surrender for transfer of any of the certificates for the Common Stock outstanding on the Record Date, even without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. (b) Certificates issued for Common Stock (including, without limitation, certificates issued upon transfer or exchange of Common Stock) after the Record Date, but prior to the earlier of the Distribution Date or the Expiration Date (as such term is hereinafter defineddefined in Section 7 hereof), the transfer of any certificates representing shares of Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common Stock. (c) Rights shall be issued in respect of all shares of Common Stock which are issued after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date. Certificates representing such shares of Common Stock shall also be deemed also to be certificates for Rights, and shall have impressed, printed, stamped, written or otherwise affixed onto them bear the following legend: legend (or the legend required under the 1990 Rights Agreement): This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a the Rights Agreement between Agouron Pharmaceuticals, Inc. Xxxxxxx Lumber Co. (the "Company") and Xxxxx Xxxxxx Shareholder Services, L.L.C. Registrar and Transfer Company (the "Rights Agent") dated as of November 7February 16, 1996 2000 (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 the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may expire, expire or may be evidenced by separate Certificates certificates and will no longer be evidenced by this Certificatecertificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement Agreement, as in effect on the date of mailing, without charge within five (5) days promptly after receipt of a written request therefor. Under certain circumstancescircumstances set forth in the Rights Agreement, Rights issued to to, or held by, any Person who is, was or becomes an Acquiring Persons Person, an Adverse Person or any Affiliate or Associates thereof (as such terms are defined in the Rights Agreement) ), whether currently held by or certain related Persons and on behalf of such Person or by any subsequent holder of such Rights holder, may become null and void. With respect to such certificates containing the foregoing legend, legend (or the legend required under the 1990 Rights Agreement) until the earlier of (i) the Distribution Date or (or earlier redemption, expiration or termination of ii) the Rights)Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone, and registered holders of Common Stock shall also be the surrender for registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificatecertificates.

Issue of Rights Certificates. (a) Following the Record Date, the Company will make available, or cause to be made available, a copy of the Summary of Rights to Purchase Preferred Stock, in substantially the form attached hereto as Exhibit B and which may be appended to certificates that represent shares of Common Stock (the “Summary of Rights”), to any record holder of Common Stock (other than any Acquiring Person or any Related Person of any Acquiring Person) who may so request, from time to time, prior to the Expiration Date. Until the earlier of Distribution Date, (i) the with respect to certificates representing shares of Common Stock Acquisition Date or (ii) the tenth day (or such later date outstanding as may be determined by action of the Board of Directors) after the date of the commencement ofRecord Date, or first public announcement of the intent of any Person (other than the Company, any subsidiary of the Company, or any employee benefit plan of the Company or any of its subsidiaries) to commence (which intention to commence remains in effect for five (5) Business Days after such announcement), a tender or exchange offer which would result in such Person becoming an Acquiring Person (including any such date which is on or after the date of this Agreement and prior to the issuance of the Rights) (the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights shall be evidenced (subject to the provisions by such shares of paragraph (b) of this Section 3) by the certificates for Common Stock registered in the names of the holders thereof together with the Summary of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) , and not by separate certificatesRights Certificates, and (y) the Rights (and the right with respect to receive certificates therefor) shall be transferable only in connection with the transfer of the underlying Book Entry shares of Common Stock. As soon as practicable after the Distribution Date, the Rights Agent shall send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Company, a certificate for Rights, in substantially the form of Exhibit B hereto (the "Rights Certificates"), evidencing one Right for each share of Common Stock so held. As of and after the Distribution Date, the Rights shall be evidenced solely by such Rights Certificates. As soon as practicable following the Record Date, the Company shall send a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit C (the "Summary of Rights"), by first-class, postage prepaid mail, to each record holder of the Common Stock as of the close of business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock outstanding as of the Record Date, until the Distribution Date (or earlier redemption, expiration or termination of the Rights), the Rights shall be evidenced by such certificates the balances indicated in the Book Entry account system of the transfer agent for the Common Stock together with the Summary of Rights and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date (or earlier redemption, expiration or termination of and the Rights)Expiration Date, the surrender for transfer of any shares of the certificates for the Common Stock outstanding on the Record DateDate (whether represented by certificates or evidenced by the balances indicated in the Book Entry account system of the transfer agent for the Common Stock, even without and, in either case, regardless of whether a copy of the Summary of Rights attached theretois submitted with the surrender or request for transfer), shall also constitute the transfer of the Rights associated with the such shares of Common Stock represented by such certificateStock. (b) Certificates issued for Rights shall be issued, without any further action, in respect of all shares of Common Stock that become outstanding (including, without limitation, certificates whether originally issued upon transfer or exchange of Common Stockdelivered from the Company’s treasury) after the Record Date, Date but prior to the earlier of the Distribution Date or and the Expiration Date (as such term is hereinafter defined)Date; provided, however, that Rights also shall be deemed also issued to be certificates the extent provided in Section 22 hereof. Confirmation and account statements sent to holders of Common Stock for RightsBook Entry form or, and in the case of certificated shares, certificates, representing such shares of Common Stock, issued after the Record Date shall have impressed, printed, stamped, written or otherwise affixed onto them bear a legend substantially in the following legendform: “[This certificate certificate] [These shares] also evidences evidence[s] and entitles entitle[s] the holder hereof to certain Rights as set forth in a Rights Agreement Tax Benefits Preservation Plan by and between Agouron PharmaceuticalsEdgio, Inc. Inc., a Delaware corporation (the "“Company") ”), and Xxxxx Xxxxxx Shareholder ServicesEquiniti Trust Company, L.L.C. LLC, or any successor Rights Agent (the "“Rights Agent"”) dated as of November June 7, 1996 2024, as the same may be amended or supplemented 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 executive offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may expire, or may shall be evidenced by separate Certificates certificates and will no longer be evidenced by [this Certificatecertificate] [these shares]. The Company will mail to the holder of [this certificate certificate] [these shares] a copy of the Rights Agreement as in effect on the date of mailing without charge within five (5) days after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights issued to Agreement, Rights that are Beneficially Owned by any Person who is, was or becomes an Acquiring Persons Person or any Related Person thereof (as such capitalized terms are defined in the Rights Agreement) ), or certain related Persons and any subsequent holder specified transferees of such Rights Acquiring Person (or Related Person thereof) may become null and void. void and will no longer be transferable.” With respect to such all certificates representing shares of Common Stock containing the foregoing legendlegend in substantially similar form, until the earlier of the Distribution Date (or earlier redemption, expiration or termination of and the Rights)Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alonealone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the surrender for transfer of any of such certificates certificate shall also constitute the transfer of the Rights associated with the shares of Common Stock represented by such certificatecertificates. With respect to Common Stock in Book Entry form for which there has been sent a confirmation or account statement containing the foregoing legend in substantially similar form, until the earlier of the Distribution Date and the Expiration Date, the Rights associated with the Common Stock shall be evidenced by such Common Stock alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any such Common Stock shall also constitute the transfer of the Rights associated with such shares of Common Stock. Notwithstanding this paragraph (b), the omission of the legend or the failure to send, deliver or provide the registered owner of shares of Common Stock a copy of the Summary of Rights shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights. In the event that the Company purchases or otherwise acquires any shares of Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such shares of Common Stock shall be cancelled and retired so that the Company is not entitled to exercise any Rights associated with the shares of Common Stock that are no longer outstanding. (c) Until the Distribution Date, the Rights shall be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). (d) As soon as practicable after the Distribution Date, the Company will prepare and execute, and upon written request of the Company, the Rights Agent will countersign and the Company will send or cause to be sent (and the Rights Agent will, if so requested by the Company in writing and provided with all necessary information and documents, at the expense of the Company, send) by first-class, insured, postage-prepaid mail, to each record holder of shares of Common Stock as of the Close of Business on the Distribution Date (other than any Acquiring Person or any Related Person of an Acquiring Person), at the address of such holder shown on the records of the Company, one or more rights certificates, in substantially the form of Exhibit C hereto (the “Rights Certificate”), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11 hereof, at the time of distribution of the Rights Certificates, the Company may make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and, if such adjustments are made, the Company may pay cash in lieu of any fractional Rights (in accordance with Section 14(a) hereof). As of and after the Distribution Date, the Rights shall be evidenced solely by such Rights Certificates, and the Rights Certificates and the Rights shall be transferable separately from the transfer of Common Stock. The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date and, if such notification is given orally, the Company shall confirm the same in writing on or prior to the Business Day next following. Until such written notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurred.

Issue of Rights Certificates. (a) Until the earlier of (i) the Stock Acquisition Date or (ii) the tenth day (or such later date as may be determined by action of the Board of Directors) after the date of the commencement of, or first public announcement of the intent of any Person (other than the Company, any subsidiary of the Company, or any employee benefit plan of the Company or any of its subsidiaries) to commence (which intention to commence remains in effect for five (5) Business Days after such announcement), a tender or exchange offer which would result in such Person becoming an Acquiring Person (including any such date which is on or after the date of this Agreement and prior to the issuance of the Rights) (the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights shall will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights (and the right to receive certificates therefor) shall will be transferable only in connection with the transfer of the underlying shares of Common StockStock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Rights Agent shall will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the close of business on the Distribution DateDate (other than any Person referred to in the first sentence of Section 7(e)), at the address of such holder shown on the records of the Company, a certificate for Rights, in substantially the form of Exhibit B hereto (the "one or more Rights Certificates"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights shall will be evidenced solely by such Rights Certificates. . (b) As soon promptly as practicable following the Record Date, the Company shall will send a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit C (the "Summary of Rights")C, by first-class, postage prepaid mail, to each record holder of the Common Stock as of the close of business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock outstanding as of the Record Date, until the Distribution Date (or the earlier redemption, expiration surrender for transfer thereof or termination of the Rights)Expiration Date, the Rights associated with the shares of Common Stock represented by such certificates shall be evidenced by such certificates for the Common Stock together with the Summary of Rights Rights, and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date (or earlier redemption, expiration or termination of the Rights)Expiration Date, the surrender for transfer of any of the certificates for the Common Stock outstanding on the Record Date, even with or without a copy of the Summary of Rights attached theretoRights, shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificatecertificates. (bc) Certificates Rights shall be issued for in respect of all shares of Common Stock that are issued (including, without limitation, certificates whether originally issued upon transfer or exchange of Common Stockdelivered from the Company’s treasury) after the Record Date, Date but prior to the earlier of the Distribution Date or the Expiration Date (as or, in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates issued representing such term is hereinafter defined), shares of Common Stock that shall so become outstanding or shall be transferred or exchanged after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date shall also be deemed also to be certificates for Rights, and shall have impressed, printed, stamped, written or otherwise affixed onto them bear the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a the Rights Agreement between Agouron PharmaceuticalsMetroPCS Communications, Inc. (the "“Company"”) and Xxxxx Xxxxxx Shareholder Services, L.L.C. American Stock Transfer & Trust Company (the "“Rights Agent"”) dated as of November 7March 29, 1996 2007 as it may from time to time be supplemented or amended (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 the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may expirebe exchanged, may expire or may be evidenced by separate Certificates certificates and will no longer be evidenced by this Certificatecertificate. The Company or the Rights Agent will mail to the holder of this certificate a copy of the Rights Agreement Agreement, as in effect on the date of mailing, without charge within five (5) days promptly after receipt of a written request therefor. Under certain circumstancescircumstances set forth in the Rights Agreement, Rights issued beneficially owned by or transferred to any Person who is, was or becomes an Acquiring Persons Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement) or ), and certain related Persons and any subsequent holder of such Rights may transferees thereof, will become null and voidvoid and will no longer be transferable. With respect to such certificates containing the foregoing legend, until the earlier of the Distribution Date (or earlier redemption, expiration or termination of the Rights)Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone, and registered holders of Common Stock shall also be the surrender for registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificatecertificates.

Issue of Rights Certificates. (a) Until the earlier of (i) the close of business on the tenth day after the Stock Acquisition Date or (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the close of business on the Record Date), (ii) the close of business on the tenth day (or such later date as may be determined by action of the Board of Directors) Business Day after the date of the commencement of, that a tender or first public announcement of the intent of exchange offer by any Person (other than the Company, any subsidiary Subsidiary of the Company, or any employee benefit plan of the Company or of any Subsidiary of its subsidiariesthe Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) is first published or sent or given within the meaning of Rule 14e-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof, such Person would be the Beneficial Owner of 15% or more of the shares of Common Stock then outstanding or (iii) the close of business on the tenth Business Day after the Board of Directors determines, pursuant to commence the criteria set forth in Section 11(a)(ii)(D) of this Agreement, that Person is an Adverse Person (which intention to commence remains in effect for five the earliest of (5) Business Days after such announcementi), a tender or exchange offer which would result (ii) and (iii) being referred to in such Person becoming an Acquiring Person (including any such date which is on or after the date of this Agreement and prior to the issuance of the Rights) (the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights shall will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights (and the right to receive certificates therefor) shall will be transferable only in connection with the transfer of the underlying shares of Common StockStock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Rights Agent shall will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Company, a certificate for Rightsone or more rights certificates, in substantially the form of Exhibit B hereto to this Agreement (the "Rights Certificates"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided in this Agreement. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) to this Agreement, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights shall will be evidenced solely by such Rights Certificates. . (b) As soon promptly as practicable following the Record Date, the Company shall will send a copy of a Summary of RightsRights which may, but need not be, in substantially the form attached hereto as Exhibit C (the "Summary of Rights"), by first-class, postage prepaid mail, to each record holder of the Common Stock as of the close of business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock outstanding as of the Record Date, until the Distribution Date (or earlier redemption, expiration or termination of the Rights)Date, the Rights shall will be evidenced by such certificates for the Common Stock together with the Summary of Rights and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the Distribution Date (or earlier redemption, expiration or termination of the Rights), the surrender for transfer of any of the certificates for the Common Stock outstanding on the Record Date, even without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. (b) Certificates issued for Common Stock (including, without limitation, certificates issued upon transfer or exchange of Common Stock) after the Record Date, but prior to the earlier of the Distribution Date or the Expiration Date (as such term is hereinafter defineddefined in Section 7 of this Agreement), the transfer of any certificates representing shares of Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common Stock. (c) Rights shall be issued in respect of all shares of Common Stock which are issued (whether originally issued or delivered from the Company's treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date, or, in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates representing such shares of Common Stock shall also be deemed also to be certificates for Rights, and shall have impressed, printed, stamped, written or otherwise affixed onto them bear the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Rights Agreement between Agouron Pharmaceuticals, Inc. Old Kent Financial Corporation (the "Company") and Xxxxx Xxxxxx Shareholder Services, L.L.C. Old Kent Bank (the "Rights Agent") dated as of November 7January 20, 1996 1997, as from time to time amended (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 the Company. Under certain circumstances, as circumstances set forth in the Rights Agreement, such Rights may be redeemed, may expire, or may will be evidenced by separate Certificates certificates and will no longer be evidenced by this Certificatecertificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement Agreement, as in effect on the date of mailing, without charge within five (5) days charge, promptly after receipt of a written request therefor. Under certain circumstancescircumstances set forth in the Rights Agreement, Rights issued to to, or held by, any Person who is, was or becomes an Acquiring Persons Person or Adverse Person or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement) ), whether currently held by or certain related Persons and on behalf of such Person or by any subsequent holder of such Rights holder, may become null and void. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (or earlier redemption, expiration or termination of ii) the Rights)Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alonealone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the surrender for transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificatecertificates.

Issue of Rights Certificates. (a) Until the earlier of (i) the close of business on the tenth (10th) Business Day after the Stock Acquisition Date Date, or (ii) the close of business on the tenth day (10th) Business Day (or such later date as may be determined by action of the majority of the members of the Board of DirectorsDirectors of the Company prior to such time as any Person becomes an Acquiring Person) after the date of the commencement of, or first public announcement of the intent of any Person (other than the Company, any subsidiary Subsidiary of the Company, Company or any employee benefit plan of the Company or of any Subsidiary of its subsidiaries) the Company or any entity organized, appointed or established by the Company for or pursuant to commence (which intention the terms of any such plan), to commence remains in effect for five (5) Business Days after such announcement)commence, a tender or exchange offer which would result in such Person person becoming an Acquiring Person (including any such date which is on or after the date of this Agreement and prior to the issuance of the Rights) (the earlier earliest of such dates (i) and (ii) being herein referred to as the "Distribution Date"), (x) the Rights shall will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights (and the right to receive certificates therefor) shall will be transferable only in connection with the transfer of the underlying shares of Common StockStock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Rights Agent shall will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Company, a certificate for Rightsone or more rights certificates, in substantially the form of Exhibit B hereto (the "Rights Certificates"), evidencing one Right for each share of Common Stock so held. As of and after the Distribution Date, the Rights shall will be evidenced solely by such Rights Certificates. As soon as practicable following . (b) On the Record Date, or as soon as practicable thereafter, the Company shall will send a copy of a Summary of Rightsthe Shareholders' Rights Plan, in substantially the form attached hereto as Exhibit C (the "Summary of Rights"), by first-class, postage prepaid mail, to each record holder of the Common Stock as of the close of business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock outstanding as of the Record Date, until the Distribution Date (or earlier redemption, expiration or termination of the Rights)Date, the Rights shall will be evidenced by such certificates for the Common Stock together with the Summary of Rights and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date (or earlier redemption, expiration or termination of the Rightsas such term is defined in Section 7 hereof), the surrender for transfer of any of the certificates for the Common Stock outstanding on the Record Date, even without a copy of the Summary of Rights attached thereto, Date shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. (bc) Certificates issued for the Common Stock (including, without limitation, certificates issued upon transfer or exchange of Common Stock) after the Record Date, Date but prior to the earlier of the Distribution Date or the Expiration Date (as such term is hereinafter defined)Date, shall be deemed also to be certificates for Rights, and shall have impressed, printed, stamped, written or otherwise affixed onto them bear the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a the Rights Agreement between Agouron PharmaceuticalsCNS, Inc. (the "Company") and Xxxxx Xxxxxx Shareholder ServicesWells Fargo Bank Minnesota, L.L.C. (the "Rights Agent") dated N.A. as amended and resxxxxx as of November 7December 20, 1996 2002, as such may subsequently be amended (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 the Company. CNS, Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may expire, or may will be evidenced by separate Certificates certificates and will no longer be evidenced by this Certificatecertificate. The Company CNS, Inc. will mail to the holder of this certificate a copy of the Rights Agreement without charge within five (5) days promptly after receipt of a written request therefor. Under certain circumstances, Rights issued to to, or held by, an Acquiring Persons Person, or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement) or certain related Persons and any subsequent holder of such Rights may become null and void. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (or earlier redemption, expiration or termination of ii) the Rights)Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alonealone and the registered holders of Common Stock shall also be the registered holders of the associated Rights, and the surrender for transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificatecertificates. In the event the Company purchases or acquires any Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Stock which is no longer outstanding.

Issue of Rights Certificates. (a) Until the earlier of (i) the Stock Acquisition Date or Date, (ii) the tenth day (or such later date as may be determined by action of the Board of Directors) Business Day after the date of the commencement of, or first public announcement of the intent of any Person (other than the Company, any subsidiary of the Company, or any employee benefit plan of the Company or any of its subsidiariessubsidiaries or any trustee or administrator of any such plan in its capacity as such) to commence (which intention to commence remains in effect for five (5) Business Days business days after such announcement), a tender or tenderor exchange offer which would result in such Person becoming an Acquiring Person or, if such event occurs before the Record Date, the Record Date (including any or such later date determined by the Board of Directors of the Company which is on or after date shall not be later than the date of this Agreement and prior to the issuance of the Rightsspecified in (i)) (the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights shall will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights (and the right to receive certificates therefor) shall will be transferable only in connection with the transfer of the underlying shares of Common StockStock (including a transfer to the Company); provided, however, that if a tender or exchange offer is terminated prior to the occurrence of the Distribution Date, then no Distribution Date shall occur as a result of that tender or exchange offer. As soon as practicable after the Distribution Date, the Rights Agent shall will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Company, a certificate for Rights, in substantially the form of Exhibit B hereto (the "Rights Certificates"), evidencing one Right for each share of Common Stock so held. As of and after the Distribution Date, the Rights shall will be evidenced solely by such Rights Certificates. As soon as practicable following the Record Date, the Company shall send a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit C . (the "Summary of Rights"), by first-class, postage prepaid mail, to each record holder of the Common Stock as of the close of business on the Record Date, at the address of such holder shown on the records of the Company. b) With respect to certificates for the Common Stock outstanding as of the Record Datedate of this Agreement, until the Distribution Date (or earlier redemption, expiration or termination of the Rights), the Rights shall will be evidenced by such certificates for the Common Stock together with the Summary of Rights and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the Distribution Date (or earlier redemption, expiration or termination of the Rights), the surrender for transfer of any of the certificates for the Common Stock outstanding on the Record Date, even without a copy of the Summary of Rights attached thereto, Date shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate.. Upon the request of the holder of any shares of Common Stock or, after the Distribution Date, the holder of any Rights, the Company shall, at its expense, provide a copy of the Summary of Rights in the form attached hereto as Exhibit C. (bc) Certificates issued for the Common Stock issued (including, without limitation, certificates issued upon transfer or exchange of Common Stockwhich become outstanding) after the Record DateEffective Date (or as soon thereafter as is reasonably practicable), but prior to the earlier of the Distribution Date or the Expiration Date (as such term is hereinafter defined), shall be deemed also to be certificates for Rights, and shall have impressed, printed, stamped, written or otherwise affixed onto them the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Rights Agreement between Agouron PharmaceuticalsGPU, Inc. (the "Company") and Xxxxx Xxxxxx ChaseMellon Shareholder Services, L.L.C. (the "Rights Agent") dated as of November 7August __, 1996 1998 (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 the Company. GPU, Inc.. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may expire, or may be evidenced by separate Certificates certificates and will no longer be evidenced by this Certificatecertificate. The Company GPU, Inc. will mail to the holder of this certificate a copy of the Rights Agreement without charge within five (5) fifteen days after receipt of a written request therefor. Under certain circumstances, Rights issued to Acquiring Persons (as defined in the Rights Agreement) or certain related Persons persons and any subsequent holder of such Rights may become null and void. With respect to such certificates containing the foregoing legend, until the Distribution Date (or earlier redemption, expiration or termination of the Rights)Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. If the Company purchases or otherwise acquires shares of Common Stock prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Right associated with the shares of Common Stock which are no longer outstanding.

Issue of Rights Certificates. (a) Until the earlier of (i) the close of business on the tenth (10th) Business Day after the Stock Acquisition Date Date, or (ii) the close of business on the tenth day (10th) Business Day (or such later date as may be determined by action of the majority of the members of the Board of DirectorsDirectors of the Company prior to such time as any Person becomes an Acquiring Person) after the date of the commencement of, or first public announcement of the intent of any Person (other than the Company, any subsidiary Subsidiary of the Company, Company or any employee benefit plan of the Company or of any Subsidiary of its subsidiaries) the Company or any entity organized, appointed or established by the Company for or pursuant to commence (which intention the terms of any such plan), to commence remains in effect for five (5) Business Days after such announcement)commence, a tender or exchange offer which would result in such Person person becoming an Acquiring Person (including any such date which is on or after the date of this Agreement and prior to the issuance of the Rights) (the earlier earliest of such dates (i) and (ii) being herein referred to as the "Distribution Date"), (x) the Rights shall will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights (and the right to receive certificates therefor) shall will be transferable only in connection with the transfer of the underlying shares of Common StockStock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Rights Agent shall will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Company, a certificate for Rightsone or more rights certificates, in substantially the form of Exhibit B hereto (the "Rights Certificates"), evidencing one Right for each share of Common Stock so held. As of and after the Distribution Date, the Rights shall will be evidenced solely by such Rights Certificates. As soon as practicable following . (b) On the Record Date, or as soon as practicable thereafter, the Company shall will send a copy of a Summary of Rightsthe Shareholders' Rights Plan, in substantially the form attached hereto as Exhibit C (the "Summary of Rights"), by first-class, postage prepaid mail, to each record holder of the Common Stock as of the close of business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock outstanding as of the Record Date, until the Distribution Date (or earlier redemption, expiration or termination of the Rights)Date, the Rights shall will be evidenced by such certificates for the Common Stock together with the Summary of Rights and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date (or earlier redemption, expiration or termination of the Rightsas such term is defined in Section 7 hereof), the surrender for transfer of any of the certificates for the Common Stock outstanding on the Record Date, even without a copy of the Summary of Rights attached thereto, Date shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. (bc) Certificates issued for the Common Stock (including, without limitation, certificates issued upon transfer or exchange of Common Stock) after the Record Date, Date but prior to the earlier of the Distribution Date or the Expiration Date (as such term is hereinafter defined)Date, shall be deemed also to be certificates for Rights, and shall have impressed, printed, stamped, written or otherwise affixed onto them bear the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a the Rights Agreement between Agouron PharmaceuticalsCommunity First Bankshares, Inc. (the "Company") and Xxxxx Xxxxxx Shareholder ServicesFargo Bank Minnesota, L.L.C. (the "Rights Agent") dated N.A. as amended and restated as of November 7August 13, 1996 2002, as such may subsequently be amended (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 the Company. Community First Bankshares, Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may expire, or may will be evidenced by separate Certificates certificates and will no longer be evidenced by this Certificatecertificate. The Company Community First Bankshares, Inc. will mail to the holder of this certificate a copy of the Rights Agreement without charge within five (5) days promptly after receipt of a written request therefor. Under certain circumstances, Rights issued to to, or held by, an Acquiring Persons Person, or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement) or certain related Persons and any subsequent holder of such Rights may become null and void. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (or earlier redemption, expiration or termination of ii) the Rights)Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alonealone and the registered holders of Common Stock shall also be the registered holders of the associated Rights, and the surrender for transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificatecertificates. In the event the Company purchases or acquires any Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Stock which is no longer outstanding.

Issue of Rights Certificates. (a) Until the earlier of earliest of: (i) the Close of Business on the tenth Business Day after the Stock Acquisition Date or Date; (ii) the Close of Business on the tenth day Business Day (or such later date as may be determined by action of the Board of DirectorsDirectors shall determine) after the date of the commencement of, that a tender or first public announcement of the intent of exchange offer by any Person (other than the Company, any subsidiary Subsidiary of the Company, or any employee benefit plan of the Company or of any Subsidiary of its subsidiariesthe Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) to commence (which intention to commence remains is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, as in effect for five (5) Business Days after such announcement), a tender or exchange offer which would result in such Person becoming an Acquiring Person (including any such date which is on or after the date of this Agreement and prior Agreement, if upon consummation thereof, such Person would be the Beneficial Owner of l5 percent or more of the shares of Common Stock then outstanding; or (iii) the Close of Business on the tenth Business Day after the Board of Directors determines, pursuant to the issuance of the Rightscriteria set forth in Section 11(a)(ii)(B) hereof, that a Person is an Adverse Person (the earlier earliest of such dates (i), (ii) and (iii) being herein referred to as the "Distribution Date"), then the following shall apply: (x) the Rights shall will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights (and the right to receive certificates therefor) shall will be transferable only in connection with the transfer of the underlying shares of Common StockStock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Rights Agent shall will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the close Close of business Business on the Distribution Date, at the address of such holder shown on the records of the Company, a certificate for Rightsone or more right certificates, in substantially the form of Exhibit B hereto (the "Rights Certificates"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights shall will be evidenced solely by such Rights Certificates. As soon as practicable following the Record Date, the Company shall send a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit C . (the "Summary of Rights"), by first-class, postage prepaid mail, to each record holder of the Common Stock as of the close of business on the Record Date, at the address of such holder shown on the records of the Company. b) With respect to certificates for the shares of Common Stock outstanding as of the Record Date, until the Distribution Date (or earlier redemption, expiration or termination of the Rights)Date, the Rights shall will be evidenced by such certificates for the Common Stock together with the Summary of Rights and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the Distribution Date (or earlier redemption, expiration or termination of the Rights), the surrender for transfer of any of the certificates for the Common Stock outstanding on the Record Date, even without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. (b) Certificates issued for Common Stock (including, without limitation, certificates issued upon transfer or exchange of Common Stock) after the Record Date, but prior to the earlier of the Distribution Date or the Expiration Date (as such term is hereinafter defineddefined in Section 7 hereof), the transfer of any certificates representing shares of Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common Stock. (c) Rights shall be issued in respect of all shares of Common Stock which are issued (whether originally issued or from the Company's treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date or in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates representing such shares of Common Stock shall also be deemed also to be certificates for Rights, and shall have impressed, printed, stamped, written or otherwise affixed onto them bear the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a the Rights Agreement between Agouron PharmaceuticalsAgritope, Inc. (the "CompanyCorporation") and Xxxxx Xxxxxx ChaseMellon Shareholder Services, L.L.C. (the "Rights Agent") dated as of November 7, 1996 (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 the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may expire, or may be evidenced by separate Certificates and will no longer be evidenced by this Certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement without charge within five (5) days after receipt of a written request therefor. Under certain circumstances, Rights issued to Acquiring Persons (as defined in the Rights Agreement) or certain related Persons and any subsequent holder of such Rights may become null and void. With respect to such certificates containing the foregoing legend, until the Distribution Date (or earlier redemption, expiration or termination of the Rights), the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate.the

Issue of Rights Certificates. (a) Until the earlier earliest of (i) the Stock Acquisition Date or Date, (ii) the tenth day (or such later date as may be determined by action of the Board of Directors) Business Day after the date of the commencement of, or first public announcement of the intent of any Person (other than the Company, any subsidiary of the Company, or any employee benefit plan of the Company or any of its subsidiariessubsidiaries or any trustee or administrator of any such plan in its capacity as such) to commence (which intention to commence remains in effect for five (5) Business Days after such announcement), a tender or exchange offer which would result in such Person becoming an Acquiring Person Person, or (iii) twenty Business Days prior to the date on which a Transaction is reasonably expected to become effective or be consummated (including any such date which is on or after the date of this Agreement and prior to the issuance of the Rights) (; the earlier earliest of such dates being herein referred to as the "Distribution Date"), (x) the Rights shall will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights (and the right to receive certificates therefor) shall will be transferable only in connection with the transfer of the underlying shares of Common StockStock (including a transfer to the Company); provided, however, that if a tender or exchange offer is terminated prior to the occurrence of the Distribution Date, then no Distribution Date shall occur as a result of that tender or exchange offer. As soon as practicable after the Distribution Date, the Rights Agent shall will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Company, a certificate for Rights, in substantially the form of Exhibit B hereto (the "Rights Certificates"), evidencing one Right for each share of Common Stock so held. As of and after the Distribution Date, the Rights shall will be evidenced solely by such Rights Certificates. As soon as practicable following the Record Date, the Company shall send a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit C . (the "Summary of Rights"), by first-class, postage prepaid mail, to each record holder of the Common Stock as of the close of business on the Record Date, at the address of such holder shown on the records of the Company. b) With respect to certificates for the Common Stock outstanding as of the Record Datedate of this Agreement, until the Distribution Date (or earlier redemption, expiration or termination of the Rights), the Rights shall will be evidenced by such certificates for the Common Stock together with the Summary of Rights and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the Distribution Date (or earlier redemption, expiration or termination of the Rights), the surrender for transfer of any of the certificates for the Common Stock outstanding on the Record Date, even without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate.. Upon the request of the holder of any shares of Common Stock or, after the Distribution Date, the holder of any Rights, the Company shall, at its expense, provide a copy of the Summary of Rights in the form attached hereto as Exhibit C. (bc) Certificates issued for Common Stock (including, without limitation, certificates issued upon transfer or exchange of Common StockStock or certificates issued upon conversion of the Company's 5% Convertible Subordinated Debentures due September 15, 2026 (the "Convertible Debentures") or the $2.50 Term Convertible Securities, Series A (the "Trust Preferred Securities") issued by Wendy's Financing I, a statutory business trust created under the laws of the State of Delaware ("Wendy's Financing")) after the Record Datedate of this Agreement, but prior to the earlier of the Distribution Date or the Expiration Date (as such term is hereinafter defined), shall be deemed also to be certificates for Rights, and shall have impressed, printed, stamped, written or otherwise affixed onto them the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a an Amended and Restated Rights Agreement between Agouron PharmaceuticalsWendy's International, Inc. (the "Company") and Xxxxx Xxxxxx Shareholder Services, L.L.C. American Stock Transfer and Trust Company (the "Rights Agent") dated as of November 7December 8, 1996 1997 (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 the Company. Wendy's International, Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may expire, or may be evidenced by separate Certificates certificates and will no longer be evidenced by this Certificatecertificate. The Company Wendy's International, Inc. will mail to the holder of this certificate a copy of the Rights Agreement without charge within five (5) fifteen days after receipt of a written request therefor. Under certain circumstances, Rights issued to Acquiring Persons (as defined in the Rights Agreement) or certain related Persons persons and any subsequent holder of such Rights may become null and voidvoid with respect to certain rights set forth in Section 11(a)(ii) and Section 13(a) of the Rights Agreement. With respect to such certificates containing the foregoing legend, until the Distribution Date (or earlier redemption, expiration or termination of the Rights)Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. If the Company purchases or otherwise acquires shares of Common Stock prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Right associated with the shares of Common Stock no longer outstanding. (d) Prior to the Expiration Date (as such term is hereinafter defined) and after the Distribution Date, certificates issued for Common Stock, upon conversion of the Convertible Debentures of the Company, or upon conversion of the Trust Preferred Securities of Wendy's Financing shall, as soon as practicable, be accompanied by one Rights Certificate evidencing one Right for each share of Common Stock so issued.

Issue of Rights Certificates. (a) Until the earlier of (i) the Stock Acquisition Date or (ii) the tenth day (or such later date as may be determined by action of the Board of Directors) after the date of the commencement of, or first public announcement of the intent of any Person (other than the Company, any subsidiary of the Company, or any employee benefit plan of the Company or any of its subsidiaries, or any entity organized, appointed or established by the Company or any of its subsidiaries for or pursuant to the terms of any such plan) to commence (which intention to commence remains in effect for five (5) Business Days after such announcement), a tender or exchange offer which would result in such Person becoming an Acquiring Person (including any such date which is on or after the date of this Agreement and prior to the issuance of the Rights) (the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights shall be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights (and the right to receive certificates therefor) shall be transferable only in connection with the transfer of the underlying shares of Common Stock. As soon as practicable after the Distribution Date, the Rights Agent shall send send, by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Company, a certificate for Rights, in substantially the form of Exhibit B hereto (the "Rights Certificates"), evidencing one Right for each share of Common Stock so held. As of and after the Distribution Date, the Rights shall be evidenced solely by such Rights Certificates. As soon as practicable following the Record Date, the Company shall send a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit C (the "Summary of Rights"), by first-class, postage prepaid mail, to each record holder of the Common Stock as of the close of business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock outstanding as of the Record Date, until the Distribution Date (or earlier redemption, expiration or termination of the Rights), the Rights shall be evidenced by such certificates for the Common Stock together with the Summary of Rights and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the Distribution Date (or earlier redemption, expiration or termination of the Rights), the surrender for transfer of any of the certificates for the Common Stock outstanding on the Record Date, even without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. (b) Certificates issued for Common Stock (including, without limitation, certificates issued upon transfer or exchange of Common Stock) after the Record Date, but prior to the earlier of the Distribution Date or the Expiration Date (as such term is hereinafter defined), shall be deemed also to be certificates for Rights, and shall have impressed, printed, stamped, written or otherwise affixed onto them the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Rights Agreement between Agouron Pharmaceuticals, Inc. S3 Incorporated (the "Company") and Xxxxx Xxxxxx Shareholder Services, L.L.C. The First National Bank of Boston (the "Rights Agent") dated as of November 7May 14, 1996 1997 (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 the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may expire, or may be evidenced by separate Certificates and will no longer be evidenced by this Certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement without charge within five (5) days after receipt of a written request therefor. Under certain circumstances, Rights issued to Acquiring Persons (as defined in the Rights Agreement) or certain related Persons and any subsequent holder of such Rights may become null and void. With respect to such certificates containing the foregoing legend, until the Distribution Date (or earlier redemption, expiration or termination of the Rights), the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate.

Issue of Rights Certificates. (a) Until the earlier of (i) the close of business on the tenth (10th) Business Day after the Stock Acquisition Date Date, or (ii) the close of business on the tenth day (10th) Business Day (or such later date as may be determined by action of the majority of the members of the Company's Board of DirectorsDirectors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement of, or first public announcement of the intent of any Person (other than the Company, any subsidiary Subsidiary of the Company, Company or any employee benefit plan of the Company or of any Subsidiary of its subsidiaries) the Company or any entity organized, appointed or established by the Company for or pursuant to commence (which intention the terms of any such plan), to commence remains in effect for five (5) Business Days after such announcement)commence, a tender or exchange offer which would result in such Person person becoming an Acquiring Person (including any such date which is on or after the date of this Agreement and prior to the issuance of the Rights) (the earlier earliest of such dates (i) and (ii) being herein referred to as the "Distribution Date"), (x) the Rights shall will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights (and the right to receive certificates therefor) shall will be transferable only in connection with the transfer of the underlying shares of Common StockStock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Rights Agent shall will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Company, a certificate for Rightsone or more rights certificates, in substantially the form of Exhibit B hereto (the "Rights Certificates"), evidencing one Right for each share of Common Stock so held. As of and after the Distribution Date, the Rights shall will be evidenced solely by such Rights Certificates. . (b) As soon promptly as practicable following the Record Date, the Company shall will send a copy of a Summary of Rightsthe Shareholders' Rights Plan, in substantially the form attached hereto as Exhibit C (the "Summary of Rights"), by first-class, postage prepaid mail, to each record holder of the Common Stock as of the close of business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock outstanding as of the Record Date, until the Distribution Date (or earlier redemption, expiration or termination of the Rights)Date, the Rights shall will be evidenced by such certificates for the Common Stock together with the Summary of Rights and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date (or earlier redemption, expiration or termination of the Rightsas such term is defined in Section 7 hereof), the surrender for transfer of any of the certificates for the Common Stock outstanding on the Record Date, even without a copy of the Summary of Rights attached thereto, Date shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. (bc) Certificates issued for the Common Stock (including, without limitation, certificates issued upon transfer or exchange of Common Stock) after the Record Date, Date but prior to the earlier of the Distribution Date or the Expiration Date (as such term is hereinafter defined)Date, shall be deemed also to be certificates for Rights, and shall have impressed, printed, stamped, written or otherwise affixed onto them bear the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a the Rights Agreement between Agouron Pharmaceuticals, Arctic Cat Inc. (the "Company") and Xxxxx Xxxxxx Shareholder ServicesFargo Bank Minnesota, L.L.C. (the "Rights Agent") N.A., dated as of November 7September 17, 1996 2001, (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 the Company. Arctic Cat Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may expire, or may will be evidenced by separate Certificates certificates and will no longer be evidenced by this Certificatecertificate. The Company Arctic Cat Inc. will mail to the holder of this certificate a copy of the Rights Agreement without charge within five (5) days promptly after receipt of a written request therefor. Under certain circumstances, Rights issued to to, or held by, an Acquiring Persons Person, or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement) or certain related Persons and any subsequent holder of such Rights may become null and void. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (or earlier redemption, expiration or termination of ii) the Rights)Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alonealone and the registered holders of Common Stock shall also be the registered holders of the associated Rights, and the surrender for transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificatecertificates. In the event the Company purchases or acquires any Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Stock which is no longer outstanding.

Issue of Rights Certificates. (a) Until the earlier of (i) the Stock Acquisition Date or (ii) the tenth day (or such later date as may be determined by action of the Board of Directors) after the date of the commencement of, or first public announcement of the intent of any Person (other than the Company, any subsidiary of the Company, or any employee benefit plan of the Company or any of its subsidiaries) to commence (which intention to commence remains in effect for five (5) Business Days after such announcement), a tender or exchange offer which would result in such Person becoming an Acquiring Person (including any such date which is on or after the date of this Agreement and prior to the issuance of the Rights) (the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights shall be evidenced (subject to the provisions of paragraph paragraphs (b) and (c) of this Section 3) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights (and the right to receive certificates therefor) shall be transferable only in connection with the transfer of the underlying shares of Common StockStock (including a transfer to the Company). As Subject to the provisions of Section 7(e) hereof, as soon as practicable after the Company has notified the Rights Agent of the occurrence of a Distribution Date, the Rights Agent shall send by first-class, insured, postage prepaid mail, to each record holder of the shares of Common Stock as of the close Close of business Business on the Distribution Date, at the address of such holder shown on the records of the Company, a certificate for Rightsone or more rights certificates, in substantially the form of Exhibit B A hereto (the "Rights Certificates"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(n) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights shall be evidenced solely by such Rights Certificates. As soon as practicable following the Record Date, the . (b) The Company shall send a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit C B (the "Summary of Rights"), by first-class, postage prepaid mail, to each record holder of the Common Stock as of the close of business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock outstanding as of the Record Date, until Until the Distribution Date (or earlier redemption, expiration or termination of the Rights)Date, the Rights shall be evidenced by such certificates for the Common Stock together with the Summary of Rights Stock, and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date (or earlier redemption, expiration or termination of the Rights)Expiration Date, the surrender for transfer of any certificates representing shares of the certificates for the Common Stock outstanding on the Record Date, even without a copy in respect of the Summary of which Rights attached thereto, have been issued shall also constitute constitute, subject to the provisions of Section 7(e) hereof, the transfer of the Rights associated with the such shares of Common Stock represented by such certificateStock. (bc) Certificates issued for Unless the Board of Directors by resolution adopted at or before the time of the issuance (including pursuant to the exercise of rights under the Company's stock option, stock purchase or other benefit plans) of any shares of Common Stock (includingspecifies to the contrary, without limitation, certificates Rights shall be issued upon transfer or exchange in respect of all shares of Common Stock) Stock that are issued after the Record Date, Date but prior to the earlier of the Distribution Date or the Expiration Date. Certificates representing shares of Common Stock outstanding prior to the Record Date (as that are issued upon transfer or exchange of such term is hereinafter defined)Common Stock, shall also be deemed also to be certificates for Rights, and shall have impressed, printed, stamped, written or otherwise affixed onto them bear the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a the Rights Agreement between Agouron Pharmaceuticals, Inc. CFW Communications Company (the "Company") and Xxxxx Xxxxxx Shareholder Services, L.L.C. (the "Rights Agent") Registrar and Transfer Company dated as of November 7February 26, 1996 2000 (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 the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may expire, or may will be evidenced by separate Certificates certificates and will no longer be evidenced by this Certificatecertificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement Agreement, as in effect on the date of mailing, without charge within five (5) days promptly after receipt of a written request therefor. Under certain circumstances, Rights issued to Acquiring Persons (as defined circumstances set forth in the Rights Agreement) , Rights that are owned or certain related Persons and that were previously owned by a Person who is, was or becomes an Acquiring Person or any subsequent holder Affiliate or Associate of such Rights an Acquiring Person may become null and void. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (or earlier redemption, expiration or termination of ii) the Rights)Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alonealone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the surrender for transfer of any of such certificates shall also constitute constitute, subject to the provisions of Section 7(e) hereof, the transfer of the Rights associated with the Common Stock represented by such certificatecertificates. In the event that the Company purchases or acquires any shares of Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such shares of Common Stock shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock that are no longer outstanding.

Issue of Rights Certificates. (a) Until the earlier of (i) the close of business on the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the close of business on the Record Date), or (ii) the close of business on the tenth business day (or such later date as may be determined by action of the Board of DirectorsDirectors of the Corporation shall determine) after the date of the commencement of, or first public announcement of the intent of any Person (other than the CompanyCorporation, any subsidiary Subsidiary of the CompanyCorporation, or any employee benefit plan or employee stock plan of the Company Corporation or of any Subsidiary of the Corporation, or any Person or entity organized, appointed or established by the Corporation for or pursuant to the terms of its subsidiariesany such plan) to commence (which intention to commence remains in effect for five (5) Business Days after such announcement)commence, a tender or exchange offer which would result in offer, if upon consummation thereof, such Person becoming an Acquiring Person (including any such date which is on would be the Beneficial Owner of 20% or after the date of this Agreement and prior to the issuance more of the Rights) shares of Common Stock then outstanding (the earlier of such dates (i) and (ii) being herein referred to as the "Distribution Date"), (x) the Rights shall will be evidenced (subject to the provisions of paragraph (bc) of this Section 3) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights (and the right to receive certificates therefor) shall will be transferable only in connection with the transfer of the underlying shares of Common StockStock (including a transfer to the Corporation). The Corporation shall give the Rights Agent prompt written notice of the Distribution Date. As soon as practicable after the Distribution DateDate and receipt of written notice of the Distribution Date from the Corporation, the Rights Agent shall will, at the expense of the Corporation, send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the close of business on the Distribution Date, at the address of such holder shown on the records of the CompanyCorporation, a certificate for Rightsone or more rights certificates, in substantially the form of Exhibit B hereto (the "Rights Certificates"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Corporation may make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights shall will be evidenced solely by such Rights Certificates. . (b) As soon promptly as practicable following the Record Date, the Company shall Corporation will send a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit C (the "Summary of Rights"), by first-class, postage prepaid mail, to each record holder of the Common Stock as of the close of business on the Record Date, at the address of such holder shown on the records of the CompanyCorporation. With respect to certificates for the Common Stock outstanding as of the Record Date, until the Distribution Date (or earlier redemption, expiration or termination of the Rights)Date, the Rights shall will be evidenced by such certificates for the Common Stock together with the Summary of Rights and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the Distribution Date (or earlier redemption, expiration or termination of the Rights), the surrender for transfer of any of the certificates for the Common Stock outstanding on the Record Date, even without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. (b) Certificates issued for Common Stock (including, without limitation, certificates issued upon transfer or exchange of Common Stock) after the Record Date, but prior to the earlier of the Distribution Date or the Expiration Date (as such term is hereinafter defineddefined in Section 7 hereof), the transfer of any certificates representing shares of Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common Stock. (c) Rights shall be issued in respect of all shares of Common Stock which are issued after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date. Certificates representing such shares of Common Stock shall also be deemed also to be certificates for Rights, and shall have impressed, printed, stamped, written or otherwise affixed onto them bear the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a the Rights Agreement between Agouron Pharmaceuticals, Inc. Cone Xxxxx Corporation (the "CompanyCorporation") and Xxxxx Xxxxxx Shareholder Services, L.L.C. First Union National Bank (the "Rights Agent") dated as of November 7October 14, 1996 1999 (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 the CompanyCorporation. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may expire, or may will be evidenced by separate Certificates certificates and will no longer be evidenced by this Certificatecertificate. The Company Corporation will mail to the holder of this certificate a copy of the Rights Agreement Agreement, as in effect on the date of mailing, without charge within five (5) days promptly after receipt of a written request therefor. Under certain circumstancescircumstances set forth in the Rights Agreement, Rights issued to to, or held by, any Person who is, was or becomes an Acquiring Persons Person or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement) ), whether currently held by or certain related Persons and on behalf of such Person or by any subsequent holder of such Rights holder, may become null and void. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (or earlier redemption, expiration or termination of ii) the Rights)Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alonealone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the surrender for transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificatecertificates.

Issue of Rights Certificates. (a) Until the earlier of (i) the Stock Acquisition Date or (ii) the tenth day (or such later date as may be determined by action of the Board of Directors) after the date of the commencement of, or first public announcement of the intent of any Person (other than the Company, any subsidiary of the Company, or any employee benefit plan of the Company or any of its subsidiaries) to commence (which intention to commence remains in effect for five (5) Business Days after such announcement), a tender or exchange offer which would result in such Person becoming an Acquiring Person Person, unless such date is extended by the Board of Directors of the Company (including any such date which is on or after the date of this Agreement and prior to the issuance of the Rights) (; the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights shall be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights (and the right to receive certificates therefor) shall be transferable only in connection with the transfer of the underlying shares of Common Stock. As soon as practicable after the Distribution Date, the Rights Agent shall send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Company, a certificate for Rights, in substantially the form of Exhibit B hereto (the "Rights Certificates"), evidencing one Right for each share of Common Stock so held. As of and after the Distribution Date, the Rights shall be evidenced solely by such Rights CertificatesCertifi catex. As soon as practicable following the Record Date, the Company shall send a copy of a Summary of Rights, in substantially substan tially the form attached hereto as Exhibit C (the "Summary of Rights"), by first-class, postage prepaid mail, to each record holder of the Common Stock as of the close of business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock outstanding as of the Record Date, until the Distribution Date (or earlier redemption, expiration or termination of the Rights), the Rights shall be evidenced by such certificates for the Common Stock together with the Summary of Rights and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the Distribution Date (or earlier redemption, expiration or termination of the Rights), the surrender for transfer of any of the certificates for the Common Stock outstanding on the Record Date, even without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate.Distri- (b) Certificates issued for Common Stock (including, without limitation, certificates issued upon transfer or exchange of Common Stock) after the Record Date, but prior to the earlier of the Distribution Date or the Expiration Date (as such term is hereinafter defined), shall be deemed also to be certificates for Rights, and shall have impressed, printed, stamped, written or otherwise affixed onto them the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Rights Agreement between Agouron Pharmaceuticals, Inc. Biosite Diagnostics Incorporated (the "Company") and Xxxxx Xxxxxx Shareholder ServicesBankBoston, L.L.C. N.A. (the "Rights Agent") dated as of November 7October 22, 1996 1997 (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 the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may expire, or may be evidenced by separate Certificates and will no longer be evidenced by this Certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement without charge within five (5) days after receipt of a written request therefor. Under certain circumstances, Rights issued to Acquiring Persons (as defined in the Rights Agreement) or certain related Persons and any subsequent holder of subse quenx xxxxxx xx such Rights may become null and void. With respect to such certificates containing the foregoing legend, until the Distribution Date (or earlier redemption, expiration or termination of the Rights), the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented repre sented by such certificate.

Issue of Rights Certificates. (a) Until the earlier earliest of (i) the Stock Acquisition Date or (ii) the tenth day Business Day (or such later date as may be determined by action of the Board of Directors) after the date of the commencement of, or first public announcement of the intent of any Person (other than the Company, any subsidiary of the Company, or any employee benefit plan of the Company or any of its subsidiariessubsidiaries or any trustee or administrator of any such plan in its capacity as such) to commence (which intention to commence remains in effect for five (5) Business Days business days after such announcement), a tender or exchange offer which would result in such Person becoming an Acquiring Person (including any such date which is on or after the date of this Agreement and prior to the issuance of the Rights) (the earlier earliest of such dates being herein referred to as the "Distribution DateDISTRIBUTION DATE"), (x) the Rights shall will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights (and the right to receive certificates therefor) shall will be transferable only in connection with the transfer of the underlying shares of Common StockStock (including a transfer to the Company); provided, however, that if a tender or exchange offer is terminated prior to the occurrence of the Distribution Date, then no Distribution Date shall occur as a result of that tender or exchange offer. As soon as practicable after the Distribution Date, the Rights Agent shall will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Company, a certificate for Rights, in substantially the form of Exhibit B hereto (the "Rights CertificatesRIGHTS CERTIFICATES"), evidencing one Right for each share of Common Stock so held. As of and after the Distribution Date, the Rights shall will be evidenced solely by such Rights Certificates. As soon as practicable following the Record Date, the Company shall send a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit C . (the "Summary of Rights"), by first-class, postage prepaid mail, to each record holder of the Common Stock as of the close of business on the Record Date, at the address of such holder shown on the records of the Company. b) With respect to certificates for the Common Stock outstanding as of the Record Datedate of this Agreement, until the Distribution Date (or earlier redemption, expiration or termination of the Rights), the Rights shall will be evidenced by such certificates for the Common Stock together with the Summary of Rights and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the Distribution Date (or earlier redemption, expiration or termination of the Rights), the surrender for transfer of any of the certificates for the Common Stock outstanding on the Record Date, even without a copy of the Summary of Rights attached thereto, Date shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate.. Upon the request of the holder of any shares of Common Stock or, after the Distribution Date, the holder of any Rights, the Company shall, at its expense, provide a copy of the Summary of Rights in the form attached hereto as Exhibit C. (bc) Certificates issued for the Common Stock issued (including, without limitation, certificates issued upon transfer or exchange of Common Stockwhich become outstanding) after the Record Datedate of this Agreement (or as soon thereafter as is reasonably practicable), but prior to the earlier of the Distribution Date or the Expiration Date (as such term is hereinafter defined), shall be deemed also to be certificates for Rights, and shall have impressed, printed, stamped, written or otherwise affixed onto them the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Rights Agreement between Agouron PharmaceuticalsSola International Inc. and BankBoston, Inc. N.A., dated as of August 27, 1998 (the "Company") and Xxxxx Xxxxxx Shareholder Services, L.L.C. (the "Rights Agent") dated as of November 7, 1996 (the "Rights AgreementRIGHTS AGREEMENT"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Company. Sola International Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may expire, or may be evidenced by separate Certificates certificates and will no longer be evidenced by this Certificatecertificate. The Company Sola International Inc. will mail to the holder of this certificate a copy of the Rights Agreement without charge within five (5) fifteen days after receipt of a written request therefor. Under certain circumstances, Rights issued to Acquiring Persons (as defined in the Rights Agreement) or certain related Persons persons and any subsequent holder of such Rights may become null and void. With respect to such certificates containing the foregoing legend, until the Distribution Date (or earlier redemption, expiration or termination of the Rights)Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. If the Company purchases or otherwise acquires shares of Common Stock prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Right associated with the shares of Common Stock which are no longer outstanding.

Issue of Rights Certificates. (a) Until the earlier of (i) the close of business on the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the close of business on the Record Date), or (ii) the close of business on the tenth business day (or such later date as may be determined by action of the Board of DirectorsDirectors of the Corporation shall determine) after the date of the commencement of, or first public announcement of the intent of any Person (other than the CompanyCorporation, any subsidiary Subsidiary of the CompanyCorporation, or any employee benefit plan or employee stock plan of the Company Corporation or of any Subsidiary of the Corporation, or any Person or entity organized, appointed or established by the Corporation for or pursuant to the terms of its subsidiariesany such plan) to commence (which intention to commence remains in effect for five (5) Business Days after such announcement)commence, a tender or exchange offer which would result in offer, if upon consummation thereof, such Person becoming an Acquiring Person (including any such date which is on would be the Beneficial Owner of 15% or after the date of this Agreement and prior to the issuance more of the Rights) shares of Common Stock then outstanding (the earlier of such dates (i) and (ii) being herein referred to as the "Distribution Date"), (x) the Rights shall will be evidenced (subject to the provisions of paragraph (bc) of this Section 3) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights (and the right to receive certificates therefor) shall will be transferable only in connection with the transfer of the underlying shares of Common StockStock (including a transfer to the Corporation). The Corporation shall give the Rights Agent prompt written notice of the Distribution Date. As soon as practicable after the Distribution DateDate and receipt of written notice of the Distribution Date from the Corporation, the Rights Agent shall will, at the expense of the Corporation, send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the close of business on the Distribution Date, at the address of such holder shown on the records of the CompanyCorporation, a certificate for Rightsone or more rights certificates, in substantially the form of Exhibit B hereto (the "Rights Certificates"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Corporation may make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights shall will be evidenced solely by such Rights Certificates. . (b) As soon promptly as practicable following the Record Date, the Company shall Corporation will send a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit C (the "Summary of Rights"), by first-class, postage prepaid mail, to each record holder of the Common Stock as of the close of business on the Record Date, at the address of such holder shown on the records of the CompanyCorporation. With respect to certificates for the Common Stock outstanding as of the Record Date, until the Distribution Date (or earlier redemption, expiration or termination of the Rights)Date, the Rights shall will be evidenced by such certificates for the Common Stock together with the Summary of Rights and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the Distribution Date (or earlier redemption, expiration or termination of the Rights), the surrender for transfer of any of the certificates for the Common Stock outstanding on the Record Date, even without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. (b) Certificates issued for Common Stock (including, without limitation, certificates issued upon transfer or exchange of Common Stock) after the Record Date, but prior to the earlier of the Distribution Date or the Expiration Date (as such term is hereinafter defineddefined in Section 7 hereof), the transfer of any certificates representing shares of Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common Stock. (c) Rights shall be issued in respect of all shares of Common Stock which are issued after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date. Certificates representing such shares of Common Stock shall also be deemed also to be certificates for Rights, and shall have impressed, printed, stamped, written or otherwise affixed onto them bear the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a the Rights Agreement between Agouron Pharmaceuticals, Inc. Duke Energy Corporation (the "CompanyCorporation") and Xxxxx Xxxxxx Shareholder Services, L.L.C. The Bank of New York (the "Rights Agent") dated as of November 7December 17, 1996 1998 (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 the CompanyCorporation. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may expire, or may will be evidenced by separate Certificates certificates and will no longer be evidenced by this Certificatecertificate. The Company Corporation will mail to the holder of this certificate a copy of the Rights Agreement Agreement, as in effect on the date of mailing, without charge within five (5) days promptly after receipt of a written request therefor. Under certain circumstancescircumstances set forth in the Rights Agreement, Rights issued to to, or held by, any Person who is, was or becomes an Acquiring Persons Person or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement) ), whether currently held by or certain related Persons and on behalf of such Person or by any subsequent holder of such Rights holder, may become null and void. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (or earlier redemption, expiration or termination of ii) the Rights)Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alonealone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the surrender for transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificatecertificates.

Issue of Rights Certificates. (a) Until Prior to the earlier of Distribution Date, (i) the Stock Acquisition Date or (ii) the tenth day (or such later date as may be determined by action of the Board of Directors) after the date of the commencement of, or first public announcement of the intent of any Person (other than the Company, any subsidiary of the Company, or any employee benefit plan of the Company or any of its subsidiaries) to commence (which intention to commence remains in effect for five (5) Business Days after such announcement), a tender or exchange offer which would result in such Person becoming an Acquiring Person (including any such date which is on or after the date of this Agreement and prior to the issuance of the Rights) (the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights shall will be evidenced (subject to the provisions of paragraph (b) of this Section 3SECTION 3(B)) by the certificates for the Common Stock and not by separate Rights Certificates (as defined below), and the registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for the registered holders of the associated Rights) and not by separate certificates, and (yii) the Rights (and the right to receive certificates therefor) shall will be transferable only in connection with the transfer of the underlying shares of Common StockStock (including a transfer to the Company). As soon as practicable after the Company has notified the Rights Agent of the occurrence of a Distribution Date, the Rights Agent shall send will, subject to SECTION 7(D), send, by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the close Close of business Business on the Distribution Date, at the address of such holder shown on the records of the Company, a certificate for Rightsone or more Rights Certificates, in substantially the form of Exhibit EXHIBIT B attached hereto (the "Rights CertificatesRIGHTS CERTIFICATES"), evidencing one Right (subject to adjustment as provided herein) for each share of Common Stock so held. As If an adjustment in the number of Rights per share of Common Stock has been made pursuant to SECTION 11(P), then the Company shall, at the time of distribution of the Rights Certificates to record holders of Common Stock as of the Close of Business on the Distribution Date, make the necessary and appropriate rounding adjustments (in accordance with SECTION 14(A)) so that Rights Certificates representing only whole numbers of Rights are distributed to such holders and cash is paid to such holders in lieu of any fractional Rights. From and after the Distribution Date, the Rights shall will be evidenced solely by such Rights Right Certificates. . (b) As soon as practicable following after the Record Dateconsummation of the Acquisitions, the Company shall will send a copy summary of a Summary of the Rights, in substantially the form attached hereto as Exhibit C (the "Summary of Rights"), by first-class, postage prepaid mail, to each record holder of the Common Stock as of the close Close of business on Business at the Record Date, effective time of the consummation of the Acquisitions at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock outstanding as of the Record Date, until the Distribution Date (or earlier redemption, expiration or termination A summary of the Rights), as in effect on the date hereof, is set forth on EXHIBIT C attached hereto. Until the Distribution Date, the Rights shall be evidenced by such certificates for evidencing the Common Stock together with the Summary of Rights Stock, and the registered holders of the such Common Stock shall also be the registered holders of the associated Rights. Until . (c) Rights shall be issued in respect of all shares of Common Stock that become outstanding (on original issuance or out of treasury) after the consummation of the Acquisitions but prior to the earlier of the Distribution Date (or earlier redemption, expiration or termination of the Rights), the surrender for transfer of any of the certificates Expiration Date. Certificates for the Common Stock that become outstanding on or shall be transferred or exchanged after the Record Date, even without a copy consummation of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. (b) Certificates issued for Common Stock (including, without limitation, certificates issued upon transfer or exchange of Common Stock) after the Record Date, Acquisitions but prior to the earlier of the Distribution Date or the Expiration Date (as such term is hereinafter defined), shall also be deemed also to be certificates for Rights, Rights and shall have impressedimpressed on, printed, stampedprinted on, written on or otherwise affixed onto to them the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a that certain Amended and Restated Rights Agreement between Agouron PharmaceuticalsSuburban Lodges of America, Inc. (the "and American Stock Transfer & Trust Company") and Xxxxx Xxxxxx Shareholder Services, L.L.C. (the "Rights Agent") dated as of November 7May 4, 1996 2001 (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 office of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may expire, or may be evidenced by separate Certificates and will no longer be evidenced by this Certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement without charge within five (5) days promptly after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be evidenced by separate certificates and no longer be evidenced by this certificate, may be redeemed or exchanged or may expire. As set forth in the Rights Agreement, Rights issued to to, or held by, any Person who is, was or becomes an Acquiring Persons Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement) ), whether currently held by or certain related Persons and on behalf of such Person or by any subsequent holder of such Rights holder, may become be null and void. . (d) With respect to such the certificates containing the foregoing legend, until the earlier of the Distribution Date (or earlier redemption, expiration or termination of the Rights)Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alonealone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the surrender for transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by thereby. If the Company purchases or acquires any shares of Common Stock after the consummation of the Acquisitions but prior to the Distribution Date, any Rights associated with such certificateCommon Stock shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Stock that are no longer outstanding.

Issue of Rights Certificates. (a) Until the earlier of Distribution Date, (i) the Stock Acquisition Date or (ii) the tenth day (or such later date as may be determined by action of the Board of Directors) after the date of the commencement of, or first public announcement of the intent of any Person (other than the Company, any subsidiary of the Company, or any employee benefit plan of the Company or any of its subsidiaries) to commence (which intention to commence remains in effect for five (5) Business Days after such announcement), a tender or exchange offer which would result in such Person becoming an Acquiring Person (including any such date which is on or after the date of this Agreement and prior to the issuance of the Rights) (the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights shall will be evidenced (subject to the provisions of paragraph (bSection 3(b) of this Section 3hereof) by the certificates for representing shares of Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for the associated Rights) and not by separate rights certificates, and (yii) the Rights (and the right to receive certificates therefor) shall will be transferable only in connection with the transfer of the underlying associated shares of Common Stock. As soon as practicable after the Distribution Date, the Rights Agent shall will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the close Close of business Business on the Distribution Date, at the address of such holder shown on the stock transfer records of the Company, a certificate for Rightsone or more rights certificates, in substantially the form of Exhibit B hereto (the "Rights Certificates"), evidencing one Right for each share in the aggregate that number of Common Stock so heldRights to which such holder is entitled in accordance with the provisions of this Agreement. As of and after the Distribution Date, the Rights shall will be evidenced solely by such Rights Certificates. The Rights are exercisable only in accordance with the provisions of Section 7 hereof and are redeemable only in accordance with Section 23 hereof. (b) As soon as practicable following after the Dividend Record Date, the Company shall send will cause a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit C (the "Summary of Rights"), to be sent by first-class, postage prepaid mail, to each record holder of the Common Stock as of the close Close of business Business on the Dividend Record Date, at the address of such holder shown on the stock transfer records of the Company. With respect to certificates for the Common Stock outstanding as of the Dividend Record Date, until the Distribution Date (or earlier redemption, expiration or termination of the Rights)Date, the Rights shall associated with the shares of Common Stock represented by such certificates will be evidenced by such certificates for the Common Stock together with the Summary of Rights and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the Distribution Date (or the earlier redemption, expiration or termination of the Rights), the surrender for transfer of any of the certificates for representing shares of the Common Stock outstanding on the Dividend Record Date, even with or without a copy of the Summary of Rights attached theretoRights, shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. (bc) Certificates Rights shall be issued for in respect of all shares of Common Stock issued (including, without limitation, certificates whether originally issued upon transfer or exchange of Common Stockdelivered from the Company's treasury) after the Dividend Record Date, Date but prior to the earlier earliest of (i) the Distribution Date, (ii) the Expiration Date, or (iii) the redemption of the Rights. Certificates representing such shares of Common Stock and certificates issued on transfer of such shares of Common Stock, with or without a copy of the Summary of Rights, prior to the Distribution Date (or earlier expiration or redemption of the Expiration Date (as such term is hereinafter defined), Rights) shall be deemed also to be certificates for the associated Rights, and commencing as soon as reasonably practicable following the Dividend Record Date shall have impressed, printed, stamped, written or otherwise affixed onto them bear the following legend: legend (or a legend substantially in the form thereof): This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Rights Agreement between Agouron Pharmaceuticalsthe issuer and BankBoston, Inc. (the "Company") and Xxxxx Xxxxxx Shareholder ServicesN.A., L.L.C. as Rights Agent (the "Rights Agent") ), dated as of November 7March 2, 1996 1998 (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 both the Companyissuer and the Rights Agent. The Rights Agent will mail to the registered holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge upon written request. Under certain circumstances, as circumstances set forth in the Rights Agreement, such Rights may be redeemed, may expire, or may will be evidenced by separate Certificates certificates and will no longer be evidenced by this Certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement without charge within five (5) days after receipt of a written request thereforcertificate. Under certain circumstancescircumstances set forth in the Rights Agreement, Rights issued to to, or held by any Person who is, was or becomes, or acquires shares from, an Acquiring Persons Person or any Affiliate of an Acquiring Person (as each such term is defined in the Rights Agreement) Agreement and generally relating to the ownership or certain related Persons and any subsequent holder purchase of large shareholdings), whether currently held by or on behalf of such Rights Person or Affiliate or by certain subsequent holders, may become null and void. With respect to such certificates containing the foregoing legend, until Until the Distribution Date (or the earlier redemption, expiration or termination of the Rights), the Rights associated with the Common Stock represented by such certificates shall be evidenced by such the Common Stock certificates alonealone and the registered holders of Common Stock shall also be the registered holders of the associated Rights, and the surrender for transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate.

Issue of Rights Certificates. (a) Until the earlier of Distribution Date, (i) the Stock Acquisition Date or (ii) the tenth day (or such later date as may be determined by action of the Board of Directors) after the date of the commencement of, or first public announcement of the intent of any Person (other than the Company, any subsidiary of the Company, or any employee benefit plan of the Company or any of its subsidiaries) to commence (which intention to commence remains in effect for five (5) Business Days after such announcement), a tender or exchange offer which would result in such Person becoming an Acquiring Person (including any such date which is on or after the date of this Agreement and prior to the issuance of the Rights) (the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights shall will be evidenced (subject to the provisions of paragraph (bSection 3(b) of this Section 3hereof) by the certificates for representing shares of Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for the associated Rights) and not by separate rights certificates, and (yii) the Rights (and the right to receive certificates therefor) shall will be transferable only in connection with the transfer of the underlying associated shares of Common Stock. As soon as practicable after the Distribution Date, the Rights Agent shall will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the close Close of business Business on the Distribution Date, at the address of such holder shown on the stock transfer records of the Company, a certificate for Rightsone or more rights certificates, in substantially the form of Exhibit B A hereto (the "Rights Certificates"), evidencing one Right for each share in the aggregate that number of Common Stock so heldRights to which such holder is entitled in accordance with the provisions of this Agreement. As of and after the Distribution Date, the Rights shall will be evidenced solely by such Rights Certificates. The Rights are exercisable only in accordance with the provisions of Section 7 hereof and are redeemable only in accordance with Section 23 hereof. (b) As soon as practicable following after the Dividend Record Date, the Company shall send will cause a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit C B (the "Summary of Rights"), to be sent by first-class, postage prepaid mail, to each record holder of the Common Stock as of the close Close of business Business on the Dividend Record Date, at the address of such holder shown on the stock transfer records of the Company. With respect to certificates for the Common Stock outstanding as of the Dividend Record Date, until the Distribution Date (or earlier redemption, expiration or termination of the Rights)Date, the Rights shall associated with the shares of Common Stock represented by such certificates will be evidenced by such certificates for the Common Stock together with the Summary of Rights and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the Distribution Date (or the earlier redemption, expiration or termination of the Rights), the surrender for transfer of any of the certificates for representing shares of the Common Stock outstanding on the Dividend Record Date, even with or without a copy of the Summary of Rights attached theretoRights, shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. (bc) Certificates Rights shall be issued for in respect of all shares of Common Stock issued (including, without limitation, certificates whether originally issued upon transfer or exchange of Common Stockdelivered from the Company's treasury) after the Dividend Record Date, Date but prior to the earlier earliest of (i) the Distribution Date, (ii) the Expiration Date, or (iii) the redemption of the Rights. Certificates representing such shares of Common Stock and certificates issued on transfer of such shares of Common Stock, with or without a copy of the Summary of Rights, prior to the Distribution Date (or earlier expiration or redemption of the Expiration Date (as such term is hereinafter defined), Rights) shall be deemed also to be certificates for the associated Rights, and commencing as soon as reasonably practicable following the Dividend Record Date shall have impressed, printed, stamped, written or otherwise affixed onto them bear the following legend: legend (or a legend substantially in the form thereof): This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Rights Agreement between Agouron Pharmaceuticalsthe issuer and First Chicago Trust Company of New York, Inc. (the "Company") and Xxxxx Xxxxxx Shareholder Services, L.L.C. as Rights Agent (the "Rights Agent") ), dated as of November 7December 16, 1996 1997 (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 both the Companyissuer and the Rights Agent. The Rights Agent will mail to the registered holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge upon written request. Under certain circumstances, as circumstances set forth in the Rights Agreement, such Rights may be redeemed, may expire, or may will be evidenced by separate Certificates certificates and will no longer be evidenced by this Certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement without charge within five (5) days after receipt of a written request thereforcertificate. Under certain circumstancescircumstances set forth in the Rights Agreement, Rights issued to to, or held by any Person who is, was or becomes, or acquires shares from, an Acquiring Persons Person or any Affiliate of an Acquiring Person (as each such term is defined in the Rights Agreement) Agreement and generally relating to the ownership or certain related Persons and any subsequent holder purchase of large shareholdings), whether currently held by or on behalf of such Rights Person or Affiliate or by certain subsequent holders, may become null and void. With respect to such certificates containing the foregoing legend, until Until the Distribution Date (or the earlier redemption, expiration or termination of the Rights), the Rights associated with the Common Stock represented by such certificates shall be evidenced by such the Common Stock certificates alonealone and the registered holders of Common Stock shall also be the registered holders of the associated Rights, and the surrender for transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate.

Issue of Rights Certificates. (a) Until the earlier of (i) the Stock Acquisition Date or (ii) the tenth day (or such later date as may be determined by action of the Board of Directors) after the date of the commencement of, or first public announcement of the intent of any Person (other than the Company, any subsidiary of the Company, or any employee benefit plan of the Company or any of its subsidiaries) to commence (which intention to commence remains in effect for five (5) Business Days after such announcement), a tender or exchange offer which would result in such Person becoming an Acquiring Person Person, unless such date is extended by the Board of Directors of the Company (including any such date which is on or after the date of this Agreement and prior to the issuance of the Rights) (; the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights shall be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights (and the right to receive certificates therefor) shall be transferable only in connection with the transfer of the underlying shares of Common Stock. As soon as practicable after the Distribution Date, the Rights Agent shall send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Company, a certificate for Rights, in substantially the form of Exhibit B hereto (the "Rights Certificates"), evidencing one Right for each share of Common Stock so held. As of and after the Distribution Date, the Rights shall be evidenced solely by such Rights Certificates. As soon as practicable following the Record Date, the Company shall send a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit C (the "Summary of Rights"), by first-class, postage prepaid mail, to each record holder of the Common Stock as of the close of business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock outstanding as of the Record Date, until the Distribution Date (or earlier redemption, expiration or termination of the Rights), the Rights shall be evidenced by such certificates for the Common Stock together with the Summary of Rights and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the Distribution Date (or earlier redemption, expiration or termination of the Rights), the surrender for transfer of any of the certificates for the Common Stock outstanding on the Record Date, even without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. (b) Certificates issued for Common Stock (including, without limitation, certificates issued upon transfer or exchange of Common Stock) after the Record Date, but prior to the earlier of the Distribution Date or the Expiration Date (as such term is hereinafter defineddefined in Section 7 hereof), shall be deemed also to be certificates for Rights, and shall have impressed, printed, stamped, written or otherwise affixed onto them the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Rights Agreement between Agouron PharmaceuticalsApplied Molecular Evolution, Inc. (the "Company") and Xxxxx Xxxxxx Shareholder ServicesEquiServe Trust Company, L.L.C. N.A. (the "Rights Agent") dated as of November 7May 10, 1996 2001 (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 the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may expire, or may be evidenced by separate Certificates and will no longer be evidenced by this Certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement without charge within five (5) days after receipt of a written request therefor. Under certain circumstances, Rights issued to Acquiring Persons (as defined in the Rights Agreement) or certain related Persons and any subsequent holder of such Rights may become null and void. With respect to such certificates containing the foregoing legend, until the Distribution Date (or earlier redemption, expiration or termination of the Rights), the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate.

Issue of Rights Certificates. (a) Until Prior to the earlier of Distribution Date, (i) the Stock Acquisition Date or (ii) the tenth day (or such later date as may be determined by action of the Board of Directors) after the date of the commencement of, or first public announcement of the intent of any Person (other than the Company, any subsidiary of the Company, or any employee benefit plan of the Company or any of its subsidiaries) to commence (which intention to commence remains in effect for five (5) Business Days after such announcement), a tender or exchange offer which would result in such Person becoming an Acquiring Person (including any such date which is on or after the date of this Agreement and prior to the issuance of the Rights) (the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights shall will be evidenced (subject to the provisions of paragraph (b) of this Section 33(b)) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall will be deemed also to be certificates for Rights) and not by separate certificates, and (yii) the Rights (and the right to receive certificates therefor) shall will be transferable only in connection with the transfer of the underlying shares of Common StockStock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Rights Agent shall will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Company, a certificate for Rightsone or more rights certificates, in substantially the form of Exhibit B hereto A (the "Rights Certificates"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided in this Agreement. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p), at the time of distribution of the Rights Certificates, the Company will make the necessary and appropriate rounding adjustments (in accordance with Section 14(a)) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights shall will be evidenced solely by such Rights Certificates. . (b) As soon as practicable following the Record Date, the Company shall will send a copy of a Summary of Rights, in substantially the form attached hereto as of Exhibit C (the "Summary of Rights")B, by first-class, postage prepaid mail, to each record holder of the Common Stock as of the close Close of business Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock outstanding as of the Record Date, until the Distribution Date (or earlier redemption, expiration or termination of the Rights)Date, the Rights shall will be evidenced by such certificates for the Common Stock together with the Summary of Rights and the registered holders of the Common Stock shall will also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date (or earlier redemption, expiration or termination of the Rightsas defined in Section 7), the surrender transfer of any certificates representing shares of Common Stock in respect of which Rights have been issued will also constitute the transfer of the Rights associated with such shares of Common Stock. (c) Rights will be issued in respect of all shares of Common Stock that are issued (whether originally issued or from the Company's treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date. Certificates representing such shares of Common Stock will also be deemed to be certificates for Rights, and will bear the following legend: THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER TO CERTAIN RIGHTS AS SET FORTH IN THE RIGHTS AGREEMENT BETWEEN AMERICAN FREIGHTWAYS CORPORATION (THE "COMPANY") AND EQUISERVE TRUST COMPANY, N.A. (THE "RIGHTS AGENT") DATED AS OF AUGUST 26, 1998 (AS AMENDED FROM TIME TO TIME, THE "RIGHTS AGREEMENT"), THE TERMS OF WHICH ARE HEREBY INCORPORATED IN THIS CERTIFICATE BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICES OF THE COMPANY. 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. THE COMPANY 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. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS BENEFICIALLY OWNED BY ANY PERSON WHO IS, WAS, OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOID. With respect to the shares of Common Stock issued after the Record Date, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates will be evidenced by such certificates alone and registered holders of Common Stock will also be the registered holders of the associated Rights, and the transfer of any of the such certificates for the Common Stock outstanding on the Record Date, even without a copy of the Summary of Rights attached thereto, shall will also constitute the transfer of the Rights associated with the Common Stock represented by such certificatecertificates. (b) Certificates issued for Common Stock (including, without limitation, certificates issued upon transfer or exchange of Common Stock) after the Record Date, but prior to the earlier of the Distribution Date or the Expiration Date (as such term is hereinafter defined), shall be deemed also to be certificates for Rights, and shall have impressed, printed, stamped, written or otherwise affixed onto them the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Rights Agreement between Agouron Pharmaceuticals, Inc. (the "Company") and Xxxxx Xxxxxx Shareholder Services, L.L.C. (the "Rights Agent") dated as of November 7, 1996 (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 the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may expire, or may be evidenced by separate Certificates and will no longer be evidenced by this Certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement without charge within five (5) days after receipt of a written request therefor. Under certain circumstances, Rights issued to Acquiring Persons (as defined in the Rights Agreement) or certain related Persons and any subsequent holder of such Rights may become null and void. With respect to such certificates containing the foregoing legend, until the Distribution Date (or earlier redemption, expiration or termination of the Rights), the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate.

Issue of Rights Certificates. (a) Until the earlier of Distribution Date, (i) the Stock Acquisition Date or (ii) the tenth day (or such later date as may be determined by action of the Board of Directors) after the date of the commencement of, or first public announcement of the intent of any Person (other than the Company, any subsidiary of the Company, or any employee benefit plan of the Company or any of its subsidiaries) to commence (which intention to commence remains in effect for five (5) Business Days after such announcement), a tender or exchange offer which would result in such Person becoming an Acquiring Person (including any such date which is on or after the date of this Agreement and prior to the issuance of the Rights) (the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights shall will be evidenced (subject to the provisions of paragraph (bSection 3(b) of this Section 3hereof) by the certificates for representing shares of Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for the associated Rights) and not by separate rights certificates, and (yii) the Rights (and the right to receive certificates therefor) shall will be transferable only in connection with the transfer of the underlying associated shares of Common Stock. As soon as practicable after the Distribution Date, the Rights Agent shall will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the close Close of business Business on the Distribution Date, at the address of such holder shown on the stock transfer records of the Company, a certificate for Rightsone or more rights certificates, in substantially the form of Exhibit B hereto (the "Rights Certificates"), evidencing one Right for each share in the aggregate that number of Common Stock so heldRights to which such holder is entitled in accordance with the provisions of this Agreement. As of and after the Distribution Date, the Rights shall will be evidenced solely by such Rights Certificates. The Rights are exercisable only in accordance with the provisions of Section 7 hereof and are redeemable only in accordance with Section 23 hereof. (b) As soon as practicable following after the Dividend Record Date, the Company shall send will cause a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit C (the "Summary of Rights"), to be sent by first-class, postage prepaid mail, to each record holder of the Common Stock as of the close Close of business Business on the Dividend Record Date, at the address of such holder shown on the stock transfer records of the Company. With respect to certificates for the Common Stock outstanding as of the Dividend Record Date, until the Distribution Date (or earlier redemption, expiration or termination of the Rights)Date, the Rights shall associated with the shares of Common Stock represented by such certificates will be evidenced by such certificates for the Common Stock together with the Summary of Rights and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the Distribution Date (or the earlier redemption, expiration or termination of the Rights), the surrender for transfer of any of the certificates for representing shares of the Common Stock outstanding on the Dividend Record Date, even with or without a copy of the Summary of Rights attached theretoRights, shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. (bc) Certificates Rights shall be issued for in respect of all shares of Common Stock issued (including, without limitation, certificates whether originally issued upon transfer or exchange of Common Stockdelivered from the Company's treasury) after the Dividend Record Date, Date but prior to the earlier earliest of (i) the Distribution Date, (ii) the Expiration Date, or (iii) the redemption of the Rights. Certificates representing such shares of Common Stock and certificates issued on transfer of such shares of Common Stock, with or without a copy of the Summary of Rights, prior to the Distribution Date (or earlier expiration or redemption of the Expiration Date (as such term is hereinafter defined), Rights) shall be deemed also to be certificates for the associated Rights, and commencing as soon as reasonably practicable following the Dividend Record Date shall have impressed, printed, stamped, written or otherwise affixed onto them bear the following legend: legend (or a legend substantially in the form thereof): This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Rights Agreement between Agouron Pharmaceuticalsthe issuer and Continental Stock Transfer & Trust Company, Inc. (the "Company") and Xxxxx Xxxxxx Shareholder Services, L.L.C. as Rights Agent (the "Rights Agent") ), dated as of November 7September 11, 1996 2001 (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 both the Companyissuer and the Rights Agent. The Company will mail to the registered holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge upon written request. Under certain circumstances, as circumstances set forth in the Rights Agreement, such Rights may be redeemed, may expire, or may will be evidenced by separate Certificates certificates and will no longer be evidenced by this Certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement without charge within five (5) days after receipt of a written request thereforcertificate. Under certain circumstancescircumstances set forth in the Rights Agreement, Rights issued to to, or held by any Person who is, was or becomes, or acquires shares from, an Acquiring Persons Person or any Affiliate of an Acquiring Person (as each such term is defined in the Rights Agreement) Agreement and generally relating to the ownership or certain related Persons and any subsequent holder purchase of large shareholdings), whether currently held by or on behalf of such Rights Person or Affiliate or by certain subsequent holders, may become null and void. With respect to such certificates containing the foregoing legend, until Until the Distribution Date (or the earlier redemption, expiration or termination of the Rights), the Rights associated with the Common Stock represented by such certificates shall be evidenced by such the Common Stock certificates alonealone and the registered holders of Common Stock shall also be the registered holders of the associated Rights, and the surrender for transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate.

Issue of Rights Certificates. (a) Until the earlier of Distribution Date, (i) the Stock Acquisition Date or (ii) the tenth day (or such later date as may be determined by action of the Board of Directors) after the date of the commencement of, or first public announcement of the intent of any Person (other than the Company, any subsidiary of the Company, or any employee benefit plan of the Company or any of its subsidiaries) to commence (which intention to commence remains in effect for five (5) Business Days after such announcement), a tender or exchange offer which would result in such Person becoming an Acquiring Person (including any such date which is on or after the date of this Agreement and prior to the issuance of the Rights) (the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights shall will be evidenced (subject to the provisions of paragraph (bSection 3(b) of this Section 3hereof) by the certificates for representing shares of Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for the associated Rights) and not by separate rights certificates, and (yii) the Rights (and the right to receive certificates therefor) shall will be transferable only in connection with the transfer of the underlying associated shares of Common Stock. As soon as practicable after the Distribution Date, the Rights Agent shall will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the close Close of business Business on the Distribution Date, at the address of such holder shown on the stock transfer records of the Company, a certificate for Rightsone or more rights certificates, in substantially the form of Exhibit B hereto (the "Rights Certificates"), evidencing one Right for each share in the aggregate that number of Common Stock so heldRights to which such holder is entitled in accordance with the provisions of this Agreement. As of and after the Distribution Date, the Rights shall will be evidenced solely by such Rights Certificates. The Rights are exercisable only in accordance with the provisions of Section 7 hereof and are redeemable only in accordance with Section 23 hereof. (b) As soon as practicable following after the Dividend Record Date, the Company shall send will cause a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit C (the "Summary of Rights"), to be sent by first-class, postage prepaid mail, to each record holder of the Common Stock as of the close Close of business Business on the Dividend Record Date, at the address of such holder shown on the stock transfer records of the Company. With respect to certificates for the Common Stock outstanding as of the Dividend Record Date, until the Distribution Date (or earlier redemption, expiration or termination of the Rights)Date, the Rights shall associated with the shares of Common Stock represented by such certificates will be evidenced by such certificates for the Common Stock together with the Summary of Rights and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the Distribution Date (or the earlier redemption, expiration or termination of the Rights), the surrender for transfer of any of the certificates for representing shares of the Common Stock outstanding on the Dividend Record Date, even with or without a copy of the Summary of Rights attached theretoRights, shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. (bc) Certificates Rights shall be issued for in respect of all shares of Common Stock issued (including, without limitation, certificates whether originally issued upon transfer or exchange of Common Stockdelivered from the Company's treasury) after the Dividend Record Date, Date but prior to the earlier earliest of (i) the Distribution Date, (ii) the Expiration Date, or (iii) the redemption of the Rights. Certificates representing such shares of Common Stock and certificates issued on transfer of such shares of Common Stock, with or without a copy of the Summary of Rights, prior to the Distribution Date (or earlier expiration or redemption of the Expiration Date (as such term is hereinafter defined), Rights) shall be deemed also to be certificates for the associated Rights, and commencing as soon as reasonably practicable following the Dividend Record Date shall have impressed, printed, stamped, written or otherwise affixed onto them bear the following legend: legend (or a legend substantially in the form thereof): This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Rights Agreement between Agouron Pharmaceuticalsthe issuer and BankBoston, Inc. (the "Company") and Xxxxx Xxxxxx Shareholder ServicesN.A., L.L.C. as Rights Agent (the "Rights Agent") ), dated as of November 7July 27, 1996 1998 (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 both the Companyissuer and the Rights Agent. The Rights Agent will mail to the registered holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge upon written request. Under certain circumstances, as circumstances set forth in the Rights Agreement, such Rights may be redeemed, may expire, or may will be evidenced by separate Certificates certificates and will no longer be evidenced by this Certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement without charge within five (5) days after receipt of a written request thereforcertificate. Under certain circumstancescircumstances set forth in the Rights Agreement, Rights issued to to, or held by any Person who is, was or becomes, or acquires shares from, an Acquiring Persons Person or any Affiliate of an Acquiring Person (as each such term is defined in the Rights Agreement) Agreement and generally relating to the ownership or certain related Persons and any subsequent holder purchase of large shareholdings), whether currently held by or on behalf of such Rights Person or Affiliate or by certain subsequent holders, may become null and void. With respect to such certificates containing the foregoing legend, until Until the Distribution Date (or the earlier redemption, expiration or termination of the Rights), the Rights associated with the Common Stock represented by such certificates shall be evidenced by such the Common Stock certificates alonealone and the registered holders of Common Stock shall also be the registered holders of the associated Rights, and the surrender for transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate.

Issue of Rights Certificates. (a) Until the earlier of (i) the tenth day after the Stock Acquisition Date or (ii) the tenth day (or such later date as may be determined by action of the Board of Directors) after the date of the commencement of, or first public announcement of the intent of any Person (other than the Company, any subsidiary of the Company, or any employee benefit plan of the Company or any of its subsidiaries) to commence (which intention to commence remains in effect for five (5) Business Days business days after such announcement), a tender or exchange offer which that would result in such Person becoming an Acquiring Person Person, unless such date is extended by the Board of Directors of the Company (including any such date which that is on or after the date of this Agreement and prior to the issuance of the Rights) (; the earlier of such dates being herein referred to as the "“Distribution Date"”), (x) the Rights shall be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights (and the right to receive certificates therefor) shall be transferable only in connection with the transfer of the underlying shares of Common Stock. As soon as practicable after the Distribution Date, the Rights Agent shall send by first-class, insured, postage prepaid mail, to each record holder recordholder of the Common Stock as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Company, a certificate for Rights, in substantially the form of Exhibit B hereto (the "“Rights Certificates"”), evidencing one Right for each share of Common Stock so held. As of and after the Distribution Date, the the, Rights shall be evidenced solely by such Rights Certificates. . (b) As soon as practicable following the Record Amendment Date, the Company shall send a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit C (the "“Summary of Rights"”), by first-class, postage prepaid mail, to each record holder recordholder of the Common Stock as of the close of business on the Record Amendment Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock outstanding as of the Record Amendment Date, until the Distribution Date (or earlier redemption, expiration or termination of the Rights), the Rights shall be evidenced by such certificates for the Common Stock together with the Summary of Rights and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the Distribution Date (or earlier redemption, expiration or termination of the Rights), the surrender for transfer of any of the certificates for the Common Stock outstanding on the Record Amendment Date, even without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. (bc) Certificates issued for Common Stock (including, without limitation, certificates issued upon transfer or exchange of Common Stock) after the Record Amendment Date, but prior to the earlier of the Distribution Date or the Expiration Date (as such term is hereinafter defined), shall be deemed also to be certificates for Rights, and shall have impressed, printed, stamped, written or otherwise affixed onto them the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a the Third Amended and Restated Rights Agreement between Agouron PharmaceuticalsQuanex Corporation and Xxxxx Fargo Bank, Inc. N.A. (the "Company") and Xxxxx Xxxxxx Shareholder Services, L.L.C. (the "“Rights Agent"”) dated as of November 7September 15, 1996 2004 (the "“Amended 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 the CompanyQuanex Corporation. Under certain circumstances, as set forth in the Amended Rights Agreement, such Rights may be redeemed, may expire, or may be evidenced by separate Certificates certificates and will no longer be evidenced by this Certificatecertificate. The Company Quanex Corporation will mail to the holder of this certificate a copy of the Amended Rights Agreement without charge within five (5) days after receipt of a written request therefor. Under certain circumstances, Rights issued to Acquiring Persons (as defined in the Amended Rights Agreement) or certain related Persons persons and any subsequent holder of such Rights may become null and voidvoid with respect to certain rights set forth in Sections 11(a)(ii) and Section 13(a) of the Amended Rights Agreement. With respect to such certificates containing the foregoing legend, until the Distribution Date (or earlier redemption, expiration or termination of the Rights)Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate.

Issue of Rights Certificates. (a) Until the earlier of (i) the Stock Acquisition Date or (ii) the tenth day (or such later date as may be determined by action of the Board of Directors) after the date of the commencement of, or first public announcement of the intent of any Person (other than the Company, any subsidiary of the Company, or any employee benefit plan of the Company or any of its subsidiaries, or any entity organized, appointed or established by the Company or any of its subsidiaries for or pursuant to the terms of any such plan) to commence (which intention to commence remains in effect for five (5) Business Days after such announcement), a tender or exchange offer which would result in such Person becoming an Acquiring Person (including any such date which is on or after the date of this Agreement and prior to the issuance of the Rights) (the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights shall be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights (and the right to receive certificates therefor) shall be transferable only in connection with the transfer of the underlying shares of Common Stock. As soon as practicable after the Distribution Date, the Rights Agent shall send send, by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Company, a certificate for Rights, in substantially the form of Exhibit B hereto (the "Rights Certificates"), evidencing one Right for each share of Common Stock so held. As of and after the Distribution Date, the Rights shall be evidenced solely by such Rights Certificates. As soon as practicable following the Record Date, the Company shall send a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit C (the "Summary of Rights"), by first-class, postage prepaid mail, to each record holder of the Common Stock as of the close of business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock outstanding as of the Record Date, until the Distribution Date (or earlier redemption, expiration or termination of the Rights), the Rights shall be evidenced by such certificates for the Common Stock together with the Summary of Rights and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the Distribution Date (or earlier redemption, expiration or termination of the Rights), the surrender for transfer of any of the certificates for the Common Stock outstanding on the Record Date, even without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. (b) Certificates issued for Common Stock (including, without limitation, certificates issued upon transfer or exchange of Common Stock) after the Record Date, but prior to the earlier of the Distribution Date or the Expiration Date (as such term is hereinafter defined), shall be deemed also to be certificates for Rights, and shall have impressed, printed, stamped, written or otherwise affixed onto them the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Rights Agreement between Agouron Incyte Pharmaceuticals, Inc. (the "Company") and Xxxxx Xxxxxx ChaseMellon Shareholder Services, L.L.C. (the "Rights Agent") dated as of November 7September 25, 1996 1998 (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 the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may expire, or may be evidenced by separate Certificates and will no longer be evidenced by this Certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement without charge within five (5) days after receipt of a written request therefor. Under certain circumstances, Rights issued to Acquiring Persons (as defined in the Rights Agreement) or certain related Persons and any subsequent holder of such Rights may become null and void. With respect to such certificates containing the foregoing legend, until the Distribution Date (or earlier redemption, expiration or termination of the Rights), the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate.

Issue of Rights Certificates. (a) Until the earlier of (i) the tenth day after the Stock Acquisition Date or (ii) the tenth day Business Day (or such later date as may be determined by action of the Board of DirectorsDirectors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than an Excluded Person) of, or of the first public announcement of the intent intention of any Person (other than the Company, any subsidiary of the Company, or any employee benefit plan of the Company or any of its subsidiariesan Excluded Person) to commence (which intention to commence remains in effect for five (5) Business Days after such announcement)commence, a tender or exchange offer the consummation of which would result in any such Person becoming an Acquiring Person the Beneficial Owner of shares of Common Stock aggregating 15% or more of the then outstanding shares of Common Stock (including any such date which is on or after the date of this Agreement and prior to the issuance of the Rights) (; the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights shall will be evidenced (subject to the provisions of paragraph (bSection 3(b) of this Section 3hereof) by the certificates for shares of Common Stock registered in the names of the holders of the Common Stock thereof (which certificates for Common Stock shall also be deemed also to be certificates for RightsRights Certificates) and not by separate certificatesRights Certificates, and (y) the Rights (and the right to receive certificates therefor) shall Rights Certificates will be transferable only in connection with the transfer of the underlying shares of Common Stock. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent shall will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage postage-prepaid mail, to each record holder of the shares of Common Stock as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Company, a certificate for RightsRights Certificate, in substantially the form of the attached Exhibit B hereto A (the a "Rights CertificatesCertificate"), evidencing one Right for each share of Common Stock so held. As of and after the Distribution Date, the Rights shall will be evidenced solely by such Rights Certificates. As soon . (b) If it has not already done so, the Company as promptly as practicable following the Record Date, the Company shall Date will send a copy of a Summary of Rights, in substantially the form of the attached hereto as Exhibit C A (the "Summary of Rights"), by first-class, postage prepaid mail, to each record holder of the Common Stock as of the close of business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock outstanding as of the Record Date, until the Distribution Date (or earlier redemption, expiration or termination of the Rights)Date, the Rights shall will be evidenced by such certificates for registered in the Common Stock names of the holders thereof together with a copy of the Summary of Rights and the registered holders of the Common Stock shall also be the registered holders of the associated Rightsattached thereto. Until the Distribution Date (or the earlier redemption, expiration or termination of the RightsRedemption Date or the Expiration Date), the surrender for transfer of any certificate representing shares of the certificates for the Common Stock outstanding on the Record Date, even with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the such shares of Common Stock represented by such certificateStock. (bc) Certificates issued for shares of Common Stock which become outstanding (including, without limitation, certificates issued upon transfer or exchange including reacquired shares of Common StockStock referred to in the last sentence of this paragraph (c)) after the Record Date, Date but prior to the earlier earliest of the Distribution Date, the Redemption Date or the Expiration Date (as such term is hereinafter defined), shall be deemed also to be certificates for Rights, and shall have impressedimpressed on, printed, stampedprinted on, written on or otherwise affixed onto to them the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a the Rights Agreement between Agouron Pharmaceuticals, Inc. Andrew Corporation (the "CompanyCompxxx") and Xxxxx Xxxxxx Shareholder Services, L.L.C. Harris Trust and Savings Bank (the xxx "Rights Xights Agent") dated as of November 714, 1996 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may expire, or may will be evidenced by separate Certificates certificates and will no longer be evidenced by this Certificatecertificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement Agreement, as in effect on the date of mailing, without charge within five (5) days promptly after receipt of a written request therefor. Under certain circumstancescircumstances set forth in the Rights Agreement, Rights issued to to, or held by, any Person who becomes an Acquiring Persons Person (as defined in the Rights Agreement) or certain related Persons and any subsequent holder of such Rights may become null and void. With respect to such certificates containing the foregoing legend, until the Distribution Date (or earlier redemption, expiration or termination of the Rights)Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any of such certificates certificate shall also constitute the transfer of the Rights associated with the Common Stock represented by thereby. In the event that the Company purchases or acquires any shares of Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such certificateCommon Stock shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with shares of Common Stock that are no longer outstanding.

Issue of Rights Certificates. (a) Until the earlier of (i) the tenth day after the Stock Acquisition Date or (ii) the tenth day (or such later date as may be determined by action of the Board of Directors) after the date of the commencement of, or first public announcement of of, the intent of any Person (other than the Company, any subsidiary of the Companyits subsidiaries, or any employee benefit plan of the Company or any of its subsidiaries) to commence (which intention to commence remains in effect for five (5) Business Days business days after such announcement), ) a tender or exchange offer which would result in such Person becoming an Acquiring Person (including any such date which is on or after the date of this Agreement and prior to the issuance of the Rights) (; the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights shall will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights (and the right to receive certificates therefor) shall will be transferable only in connection with the transfer of the underlying shares of Common Stock. As soon as practicable after the Distribution Date, the Rights Agent shall will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Company, a certificate for Rights, in substantially the form of Exhibit B A hereto (the "Rights Certificates"), evidencing one Right for of each share of Common Stock so held. As of and after the Distribution Date, the Rights shall will be evidenced solely by such Rights Certificates. . (b) As soon as practicable following the Record Date, Date the Company shall will send a copy of a the Summary of Rights, in substantially the form attached hereto as Exhibit C B (the "Summary of Rights"), by first-class, postage prepaid mail, to each record holder of the Common Stock as of the close of business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock outstanding as of the Record Date, until the Distribution Date (or earlier redemption, expiration or termination of the Rights)Date, the Rights shall will be evidenced by such certificates for the Common Stock together with the Summary of Rights Rights, and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date (or earlier redemption, expiration or termination of the Rights)Expiration Date, the surrender for transfer of any of the certificates for the Common Stock outstanding on the Record Date, even without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. (bc) Certificates issued for Common Stock (including, without limitation, certificates issued upon transfer or exchange of Common Stock) after the Record Date, but prior to the earlier of the Distribution Date or the Expiration Date (as such term is hereinafter defined)Date, shall be deemed also to be certificates for Rights, and shall have impressed, printed, stamped, written or otherwise affixed onto them the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Rights Agreement between Agouron PharmaceuticalsNorthwestern Public Service Company and Norwest Bank Minnesota, Inc. (the "Company") and Xxxxx Xxxxxx Shareholder Services, L.L.C. N.A. (the "Rights Agent") dated as of November 7December 11, 1996 (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 the Northwestern Public Service Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may expire, or may be evidenced by separate Certificates certificates and will no longer be evidenced by this Certificatecertificate. The Northwestern Public Service Company will mail to the holder of this certificate a copy of the Rights Agreement without charge within five (5) days after receipt of a written request therefor. Under certain circumstances, Rights issued to to, or held by, Acquiring Persons or Associates or Affiliates of an Acquiring Person (as defined in the Rights Agreement) or certain related Persons and any subsequent holder of such Rights may become null and void. With respect to such certificates containing the foregoing legend, until the Distribution Date (or earlier redemption, expiration or termination of the Rights)Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate.

Issue of Rights Certificates. (a) Until the earlier of (i) the close of business on the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the close of business on the Record Date), or (ii) the close of business on the tenth day (or such later date as may be determined by action of the Board of Directors) after the date of the commencement of, that a tender or first public announcement of the intent of exchange offer by any Person (other than an Exempt Person) is first published or sent or given within the Company, any subsidiary meaning of Rule 14d-2(a) of the CompanyGeneral Rules and Regulations under the Exchange Act, if, upon consummation thereof, such Person together with its Affiliates and Associates, would be the Beneficial Owner of 15% or any employee benefit plan more of the Company or shares of Common Stock then outstanding (irrespective of whether any of its subsidiaries) shares are actually purchased pursuant to commence (which intention to commence remains in effect for five (5) Business Days after such announcement), a tender or exchange offer which would result in such Person becoming an Acquiring Person (including any such date which is on or after the date of this Agreement and prior to the issuance offer) (each of the Rightstime periods in (i) and (ii) being subject to extension as provided in Section 27 and the earlier earliest of such dates (i) and (ii) being herein referred to as the "Distribution DISTRIBUTION Date"), (x) the Rights shall will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the Common Stock registered in the names of the holders of the Common Stock stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights (and the right to receive certificates therefor) shall each Right will be transferable only in connection with the transfer of the underlying shares share of Common StockStock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Rights Agent shall will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Company, a certificate for Rights, in substantially the form of Exhibit B hereto record (the "Rights Certificates"), evidencing one Right for each share of Common Stock so held. b) As of and after the Distribution Date, the Rights shall be evidenced solely by such Rights Certificates. As soon promptly as practicable following the Record Date, the Company shall will send a copy of a Summary of RightsRights to purchase Preferred Stock, containing substantially the information set forth in substantially the form attached hereto as Exhibit C (the "Summary of Rights"), by first-class, postage prepaid mailC, to each record holder of the Common Stock as of the close of business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock outstanding as of the Record Date, until the Distribution Date (or earlier redemption, expiration or termination of the Rights)Date, the Rights shall will be evidenced by such certificates for the Common Stock together with the Summary of Rights and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date (or earlier redemption, expiration or termination of the Rights)Expiration Date, the surrender for transfer of any certificates representing shares of the certificates for the Common Stock outstanding on the Record Date, even without a copy in respect of the Summary of which Rights attached thereto, have been issued shall also constitute the transfer of the Rights associated with the such shares of Common Stock represented by such certificateStock. (bc) Rights shall be issued in respect of all shares of Common Stock which are issued after the Record Date but prior to the earliest of the Stock Acquisition Date or a Section 13 Event or the Expiration Date. Certificates issued for representing such shares of Common Stock (including, without limitation, certificates issued upon transfer or exchange of Common Stock) after the Record Date, but prior to the earlier of the Distribution Date or the Expiration Date (as such term is hereinafter defined), shall also be deemed also to be certificates for Rights, and shall have impressed, printed, stamped, written or otherwise affixed onto them bear the following legend: "This certificate also evidences and entitles represents Rights that entitle the holder hereof to certain Rights rights as set forth in a Rights Agreement between Agouron Pharmaceuticalsthe Corporation and American Stock Transfer & Trust Company, Inc. (the "Company") and Xxxxx Xxxxxx Shareholder Services, L.L.C. (the "as Rights Agent") , dated as of November 7December 31, 1996 (the "Rights AgreementRIGHTS AGREEMENT"), the terms terms, conditions and limitations of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the CompanyCorporation. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may expire, or may will be evidenced by separate Certificates certificates and will no longer be evidenced by this Certificatecertificate. The Company Corporation will mail to the holder of this certificate a copy of the Rights Agreement Agreement, as in effect on the date of mailing, without charge within five (5) days promptly after receipt of a written request therefor. Under certain circumstancescircumstances set forth in the Rights Agreement, Rights issued to to, or beneficially owned by, any Person who is, was or becomes an Acquiring Persons Person or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement) ), whether currently held by or certain related Persons and on behalf of such Person or by any subsequent holder of such Rights holder, may become null and void. ." With respect to such certificates containing the foregoing legend, until the Distribution Date (or earlier redemption, expiration or termination of the Rights), the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates aloneshall, and until the surrender for transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate.Distribution Date, be

Issue of Rights Certificates. (a) Until the earlier of earliest of: (i) the Close of Business on the tenth Business Day after the Stock Acquisition Date Date; or (ii) the Close of Business on the tenth day Business Day (or such later date as may be determined by action of the Company’s Board of Directors) after the date of the commencement of, that a tender or first public announcement of the intent of exchange offer (other than a Permitted Offer) by any Person (other than an Exempt Person) is first published or sent or given within the Company, any subsidiary meaning of Rule 14d-2(a) of the CompanyGeneral Rules and Regulations under the Exchange Act, if upon consummation thereof, such Person (other than an Exempt Person) would be the Beneficial Owner of 15% or any employee benefit plan more of the Company or any shares of its subsidiaries) to commence (which intention to commence remains in effect for five (5) Business Days after such announcement), a tender or exchange offer which would result in such Person becoming an Acquiring Person (including any such date which is on or after the date of this Agreement and prior to the issuance of the Rights) Common Stock then outstanding (the earlier of such dates being herein (i) and (ii) are referred to in this Agreement as the "“Distribution Date"”), (x) the Rights shall will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the outstanding certificates for Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights (and the right to receive certificates therefor) shall will be transferable only in connection with the transfer of the underlying shares of Common StockStock (including a transfer to the Company). As soon as practicable after the Company has notified the Rights Agent of the occurrence of the Distribution Date, the Rights Agent shall will send by first-class, insured, postage postage-prepaid mail, to each record holder of the Common Stock as of the close Close of business Business on the Distribution Date, at the address of such holder shown on the records of the Company, a certificate for Rightsone or more right certificates, in substantially the form of Exhibit B hereto A (the "“Rights Certificates"”), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided in this Agreement. If an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(a)(i), at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a)) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights shall will be evidenced solely by such Rights Certificates. . (b) As soon promptly as practicable following the Record Date, the Company shall send will file this Rights Agreement, and a copy summary of a Summary of Rightsthe Rights Agreement, in substantially the form attached hereto as Exhibit C (B, on a Current Report on Form 8-K or other filing with the "Summary of Rights"), by first-class, postage prepaid mail, to each record holder of the Common Stock as of the close of business on the Record Date, at the address of such holder shown on the records of the CompanySecurities and Exchange Commission. With respect to certificates for the Common Stock outstanding as of the Record Date, until the Distribution Date (or earlier redemption, expiration or termination of the Rights)Date, the Rights shall will be evidenced by such certificates for the Common Stock together with the Summary of Rights and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date (or earlier redemption, expiration or termination of the Rights)Expiration Date, the surrender for transfer of any certificates representing shares of the certificates for the Common Stock outstanding on the Record Date, even without a copy in respect of the Summary of which Rights attached thereto, have been issued shall also constitute the transfer of the Rights associated with the such shares of Common Stock represented by such certificateStock. (bc) Certificates Rights shall be issued for in respect of all shares of Common Stock (including, without limitation, certificates that are issued upon transfer or exchange of Common Stock) after the Record Date, Date but prior to the earlier of the Distribution Date or the Expiration Date. Rights shall also be issued to the extent provided in Section 22 in respect of all shares of Common Stock which are issued after the Distribution Date (as and before the Expiration Date. Certificates representing such term is hereinafter defined), shares of Common Stock shall also be deemed also to be certificates for Rights, and shall have impressed, printed, stamped, written or otherwise affixed onto them bear the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a the Rights Agreement between Agouron Pharmaceuticals, Inc. KFORCE INC. (the "“Company"”) and Xxxxx Xxxxxx Shareholder ServicesComputershare Trust Company, L.L.C. N.A. (the "“Rights Agent"”) dated as of November 7October 29, 1996 2008 (the "“Rights Agreement"”), and as the same may be amended from time to time, the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Company. Under certain circumstances, as set forth circumstances described in the Rights Agreement, such Rights may be redeemed, may expire, or may will be evidenced by separate Certificates certificates and will no longer be evidenced by this Certificatecertificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement Agreement, without charge within five (5) days promptly after receipt of a written request therefor. Under certain circumstancescircumstances described in the Rights Agreement, Rights issued to to, or held by, any Person who is, was, or becomes an Acquiring Persons Person or any Affiliate or Associate thereof (as those terms are defined in the Rights Agreement) ), whether currently held by or certain related Persons and on behalf of such Person or by any subsequent holder of such Rights holder, may become null and void. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (or earlier redemption, expiration or termination of ii) the Rights)Expiration Date, the Rights associated with the Common Stock represented by such certificates them shall be evidenced by such the certificates alonealone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the surrender for transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificatecertificates. In the event that the Company purchases or acquires and cancels any Common Stock after the Record Date but before the earlier of the Distribution Date or the Expiration Date, any Rights associated with such Common Stock shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Stock that are no longer outstanding.

Issue of Rights Certificates. (a) Until the earlier of (i) the Stock Acquisition Date or Date, (ii) the tenth day (or such later date as may be determined by action of the Board of Directors) Business Day after the date of the commencement of, or first public announcement of the intent of any Person (other than the Company, any subsidiary of the Company, or any employee benefit plan of the Company or any of its subsidiariessubsidiaries or any trustee or administrator of any such plan in its capacity as such) to commence (which intention to commence remains in effect for five (5) Business Days business days after such announcement), a tender or exchange offer which would result in such Person becoming an Acquiring Person or, if such event occurs before the Record Date, the Record Date (including any or such later date determined by the Board of Directors of the Company which is on or after date shall not be later than the date of this Agreement and prior to the issuance of the Rightsspecified in (i)) (the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights shall will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights (and the right to receive certificates therefor) shall will be transferable only in connection with the transfer of the underlying shares of Common Stock. As soon as practicable after Stock (including a transfer to the Company); provided, however, that if a tender or exchange offer is terminated prior to the occurrence of the Distribution Date, the Rights Agent shall send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Company, a certificate for Rights, in substantially the form of Exhibit B hereto 6 (the "Rights Certificates"), evidencing one Right for each share of Common Stock so held. As of and after the Distribution Date, the Rights shall be evidenced solely by such Rights Certificates. As soon as practicable following the Record Date, the Company shall send a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit C (the "Summary of Rights"), by first-class, postage prepaid mail, to each record holder of the Common Stock as of the close of business on the Record Date, at the address of such holder shown on the records of the Company. b) With respect to certificates for the Common Stock outstanding as of the Record Datedate of this Agreement, until the Distribution Date (or earlier redemption, expiration or termination of the Rights), the Rights shall will be evidenced by such certificates for the Common Stock together with the Summary of Rights and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the Distribution Date (or earlier redemption, expiration or termination of the Rights), the surrender for transfer of any of the certificates for the Common Stock outstanding on the Record Date, even without a copy of the Summary of Rights attached thereto, Date shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate.. Upon the request of the holder of any shares of Common Stock or, after the Distribution Date, the holder of any Rights, the Company shall, at its expense, provide a copy of the Summary of Rights in the form attached hereto as Exhibit C. (bc) Certificates issued for the Common Stock issued (including, without limitation, certificates issued upon transfer or exchange of Common Stockwhich become outstanding) after the Record DateEffective Date (or as soon thereafter as is reasonably practicable), but prior to the earlier of the Distribution Date or the Expiration Date (as such term is hereinafter defined), shall be deemed 8 also to be certificates for Rights, and shall have impressed, printed, stamped, written or otherwise affixed onto them the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Rights Agreement between Agouron PharmaceuticalsGPU, Inc. (the "Company") and Xxxxx Xxxxxx ChaseMellon Shareholder Services, L.L.C. (the "Rights Agent") dated as of November 7August 18, 1996 1998 (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 the Company. GPU, Inc.. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may expire, or may be evidenced by separate Certificates certificates and will no longer be evidenced by this Certificatecertificate. The Company GPU, Inc. will mail to the holder of this certificate a copy of the Rights Agreement without charge within five (5) fifteen days after receipt of a written request therefor. Under certain circumstances, Rights issued to Acquiring Persons (as defined in the Rights Agreement) or certain related Persons persons and any subsequent holder of such Rights may become null and void. With respect to such certificates containing the foregoing legend, until the Distribution Date (or earlier redemption, expiration or termination of the Rights), the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close of Business on the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date), or (ii) the Close of Business on the tenth day (or such later date as may be determined by action of the Board of Directors) Business Day after the date of the commencement of, that a tender or first public announcement of the intent of exchange offer by any Person (other than the Company, any subsidiary Subsidiary of the Company, or any employee benefit plan of the Company or of any Subsidiary of its subsidiariesthe Company, or any Person holding Common Stock for or pursuant to the terms of any such plan) to commence (which intention to commence remains in effect for five (5is first commenced within the meaning of Rule 14d-2(a) Business Days after such announcement)of the General Rules and Regulations under the Exchange Act, a tender or exchange offer which would result in if upon consummation thereof such Person becoming an Acquiring Person (including any such date which is on would be the Beneficial Owner of 20% or after the date of this Agreement and prior to the issuance more of the Rights) shares of Common Stock then outstanding (the earlier of such dates (i) and (ii) being herein referred to as the "“Distribution Date"”), (x) the Rights shall will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for RightsRights Certificates (as such term is hereinafter defined)) and not by separate certificatesRights Certificates, and (y) the Rights (and the right to receive certificates therefor) shall will be transferable only in connection with the transfer of the underlying shares of Common StockStock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Rights Agent shall will send by first-class, insuredclass mail, postage prepaid mailprepaid, to each record holder of the Common Stock as of the close Close of business Business on the Distribution Date, at the address of such holder shown on the records of the Company, a certificate for Rightsone or more rights certificates, in substantially the form of Exhibit B A hereto (the "“Rights Certificates"”), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Sections 11(a) or 11(i) hereof, at the time of distribution of the Rights Certificates the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights shall will be evidenced solely by such Rights Certificates. . (b) As soon promptly as practicable following the Record Date, the Company shall will send a copy of a Summary of RightsRights to Purchase Common Stock, in substantially the form attached hereto as Exhibit C B (the "“Summary of Rights"”), by first-class, postage prepaid mail, to each record holder of the Common Stock as of the close Close of business Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock outstanding as of the Record Date, until the Distribution Date (or earlier redemption, expiration or termination of the Rights)Date, the Rights shall will be evidenced by such certificates for the Common Stock together with the Summary of Rights and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the Distribution Date (or earlier redemption, expiration or termination of the Rights), the surrender for transfer of any of the certificates for the Common Stock outstanding on the Record Date, even without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. (b) Certificates issued for Common Stock (including, without limitation, certificates issued upon transfer or exchange of Common Stock) after the Record Date, but prior to the earlier of the Distribution Date or the Expiration Date (as such term is hereinafter defineddefined in Section 7(a) hereof), the surrender for transfer of any certificates representing shares of Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common Stock. (c) Rights shall be issued in respect of all shares of Common Stock which are issued (whether originally issued or delivered from the Company’s treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date or, in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates representing such shares of Common Stock shall also be deemed also to be certificates for Rights, and shall have impressed, printed, stamped, written or otherwise affixed onto them bear the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a the Rights Agreement between Agouron PharmaceuticalsThe Manitowoc Company, Inc. (the "“Company"”) and Xxxxx Xxxxxx Shareholder ServicesComputershare Trust Company, L.L.C. N.A. (the "“Rights Agent") ”), dated as of November 7March 21, 1996 2007 (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 the CompanyCompany and the Rights Agent. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may expire, or may will be evidenced by separate Certificates certificates and will no longer be evidenced by this Certificatecertificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement Agreement, as in effect on the date of mailing, without charge within five (5) days promptly after receipt of a written request therefor. Under certain circumstancescircumstances as set forth in the Rights Agreement, Rights issued to to, or held by, any Person who is, was or becomes an Acquiring Persons Person or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement) ), whether currently held by or certain related Persons and on behalf of such Person or by any subsequent holder of such Rights holder, may become null and void. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (or earlier redemption, expiration or termination of ii) the Rights)Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alonealone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the surrender for transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificatecertificates.

Issue of Rights Certificates. (a) Until the earlier of (i) the Stock Acquisition Date or (ii) the tenth day (or such later date as may be determined by action of the Board of Directors) after the date of the commencement of, or first public announcement of the intent of any Person (other than the Company, any subsidiary of the Company, or any employee benefit plan of the Company or any of its subsidiaries) to commence (which intention to commence remains in effect for five (5) Business Days after such announcement), a tender or exchange offer which would result in such Person becoming an Acquiring Person (including any such date which is on or after the date of this Agreement and prior to the issuance of the Rights) (the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights shall will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificatescertificates (or for shares participating in the direct registration system, by notations in the respective book entry accounts for the Common Stock), and (y) the Rights (and the right to receive certificates therefor) shall will be transferable only in connection with the transfer of the underlying shares of Common StockStock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Rights Agent shall will send by first-class, insured, postage prepaid mail, to each record holder of the one or more shares of Common Stock represented by certificates as of the close of business on the Distribution DateDate (other than any Person referred to in the first sentence of Section 7(e)), at the address of such holder shown on the records of the Company, a certificate for Rights, in substantially the form of Exhibit B hereto (the "one or more Rights Certificates"), evidencing one Right for each share of Common Stock so heldheld and represented by a certificate, subject to adjustment as provided herein. To the extent that a Triggering Event under Section 11(a)(ii) has occurred, the Company may implement such procedures, as it deems appropriate in its sole discretion, to minimize the possibility that Rights are received by Persons for whom Rights would be void under Section 7(e). In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights shall will be evidenced solely by such Rights Certificates. As soon as practicable , and the Rights will be transferable separately from the transfer of Common Stock. (b) Promptly following the Record Date, the Company shall will send a copy of a Summary of Rights, in substantially the form attached hereto to this Agreement as Exhibit C (the "Summary of Rights")C, by first-class, postage prepaid mail, to each record holder of the Common Stock as of the close of business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock outstanding as of the Record Date, until the Distribution Date (or the earlier redemption, expiration surrender for transfer thereof or termination of the Rights)Expiration Date, the Rights associated with the shares of Common Stock represented by such certificates shall be evidenced by such certificates for the Common Stock together with (or, in the Summary case of Rights shares reflected on the direct registration system, the notations in the book entry account), and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date (or earlier redemption, expiration or termination of the Rights)Expiration Date, the surrender for transfer of any of the certificates for the Common Stock outstanding on the Record Date, even with or without a copy of the Summary of Rights attached theretoRights, shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificatecertificates. (bc) Certificates Rights shall be issued for in respect of all shares of Common Stock that are issued (including, without limitation, certificates whether originally issued upon transfer or exchange of Common Stockdelivered from the Company’s treasury) on or after the Record Date, Date but prior to the earlier of the Distribution Date or the Expiration Date (as such term is hereinafter defined)or, in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates issued for shares of Common Stock that shall so become outstanding or shall be transferred or exchanged on or after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date shall also be deemed also to be certificates for Rights, and shall have impressed, printed, stamped, written or otherwise affixed onto them bear the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a the Rights Agreement between Agouron PharmaceuticalsReliant Resources, Inc. (the "“Company"”) and Xxxxx Xxxxxx Shareholder ServicesComputershare Trust Company, L.L.C. N.A., as successor rights agent to The Chase Manhattan Bank (the "“Rights Agent"”) dated as of January 15, 2001 and amended on November 723, 1996 2010, as it may from time to time be further supplemented or amended (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 the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may expirebe exchanged, may expire or may be evidenced by separate Certificates certificates and will no longer be evidenced by this Certificatecertificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement Agreement, as in effect on the date of mailing, without charge within five (5) days promptly after receipt of a written request therefor. Under certain circumstancesUNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, Rights issued to Acquiring Persons RIGHTS BENEFICIALLY OWNED BY OR TRANSFERRED TO ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR AN AFFILIATE OR ASSOCIATE THEREOF (as defined in the Rights Agreement) or certain related Persons and any subsequent holder of such Rights may become null and voidAS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), AND CERTAIN TRANSFEREES THEREOF, WILL BECOME NULL AND VOID AND WILL NO LONGER BE TRANSFERABLE. With respect to such certificates containing the foregoing legend, until the earlier of the Distribution Date (or earlier redemption, expiration or termination of the Rights)Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone, and registered holders of Common Stock shall also be the surrender for registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificatecertificates. Similarly, during such time periods, transfers of shares participating in the direct registration system shall also be deemed to be transfers of the associated Rights. In the event that shares of Common Stock are not represented by certificates, references in this Agreement to certificates shall be deemed to refer to the notations in the book entry accounts reflecting ownership of such shares. 4. Section 18(a) of the Rights Agreement is amended to insert the word “gross” prior to the word “negligence.” 5. Section 20(c) of the Rights Agreement is amended to insert the word “gross” prior to the word “negligence.” 6. Section 21 of the Rights Agreement is amended as follows: (a) Delete the first sentence in its entirety and replace it with the following: The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 days’ notice in writing mailed to the Company, and, in the event that the Rights Agent or one of its affiliates is not also the transfer agent for the Company, to each transfer agent of the Common Stock and the Preferred Stock, by registered or certified mail. (b) Insert the following new sentence after the first sentence: In the event the transfer agency relationship in effect between the Company and the Rights Agent terminates, the Rights Agent will be deemed to have resigned automatically and be discharged from its duties under this Agreement as of the effective date of such termination, and the Company shall be responsible for sending any required notice. 7. Section 24(a) of the Rights Agreement is amended to insert the following after the last sentence thereof: Prior to effecting an exchange pursuant to this Section 24, the Board of Directors may direct the Company to enter into a Trust Agreement in such form and with such terms as the Board of Directors shall then approve (the “Trust Agreement”). If the Board of Directors so directs, the Company shall enter into the Trust Agreement and shall issue to the trust created by such agreement (the “Trust”) some or all of the shares of Common Stock issuable pursuant to the exchange, and some or all Persons, as the Board of Directors so directs, entitled to receive shares pursuant to the exchange shall be entitled to receive such shares (and any dividends or distributions made thereon after the date on which such shares are deposited in the Trust) only from the Trust and solely upon compliance with the relevant terms and provisions of the Trust Agreement. 8. Section 26 of the Rights Agreement is amended as follows: (a) Delete the address for notice or demand to or on the Company and insert in lieu thereof the following: RRI Energy, Inc. 0000 Xxxx Xxxxxx Xxxxxxx, Xxxxx 00000 Attention: General Counsel (b) Delete the address for notice or demand to or on the Rights Agent and insert in lieu thereof the following: Computershare Trust Company, N.A. 0 Xxxxx XxXxxxx Xxxxxx Xxxxxxx, Xxxxxxxx 00000 Attention: Client Services 9. The Rights Agreement is amended to insert a new Section 35 as follows:

Issue of Rights Certificates. (a) Until the earlier earliest of (i) the close of business on the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the close of business on the Record Date) or (ii) the close of business on the tenth day Business Day (or such later date as may be determined by action of the Company's Board of Directors) after the date of the commencement of, that a tender or first public announcement of the intent of exchange offer by any Person (other than an Exempt Person) is first published or sent or given within the Company, any subsidiary meaning of Rule 14d-2(a) of the CompanyGeneral Rules and Regulations under the Exchange Act, if upon consummation thereof, such Person (other than an Exempt Person) would be the Beneficial Owner of 15% or any employee benefit plan more of the Company or any shares of its subsidiaries) to commence (which intention to commence remains in effect for five (5) Business Days after such announcement), a tender or exchange offer which would result in such Person becoming an Acquiring Person (including any such date which is on or after the date of this Agreement and prior to the issuance of the Rights) Common Stock then outstanding (the earlier of such dates being herein (i) and (ii) are referred to in this Agreement as the "Distribution Date"), (x) the Rights shall will be evidenced (subject to the provisions of paragraph (b) of this Section 3) 3 by the outstanding certificates for Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights (and the right to receive certificates therefor) shall will be transferable only in connection with the transfer of the underlying shares of Common StockStock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Rights Agent shall will send by first-class, insured, postage postage-prepaid mail, to each record holder of the Common Stock as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Company, a certificate for Rightsone or more right certificates, in substantially the form of Exhibit B hereto A (the "Rights Certificates"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided in this Agreement. If an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p), at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a)) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights shall will be evidenced solely by such Rights Certificates. . (b) As soon promptly as practicable following the Record Date, the Company shall will send a copy of a Summary summary of Rights, in substantially the form attached hereto as of Exhibit C B (the "Summary of Rights"), by first-class, postage postage-prepaid mail, to each record holder of the Common Stock as of the close of business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock outstanding as of the Record Date, until the Distribution Date (or earlier redemption, expiration or termination of the Rights)Date, the Rights shall will be evidenced by such certificates for the Common Stock together with the Summary of Rights and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date (or earlier redemption, expiration or termination of the Rights)Expiration Date, the surrender for transfer of any certificates representing shares of the certificates for the Common Stock outstanding on the Record Date, even without a copy in respect of the Summary of which Rights attached thereto, have been issued shall also constitute the transfer of the Rights associated with the such shares of Common Stock represented by such certificateStock. (bc) Certificates Rights shall be issued for in respect of all shares of Common Stock (including, without limitation, certificates that are issued upon transfer or exchange of Common Stock) after the Record Date, Date but prior to the earlier of the Distribution Date or the Expiration Date (as Date. Certificates representing such term is hereinafter defined), shares of Common Stock shall also be deemed also to be certificates for Rights, and shall have impressed, printed, stamped, written or otherwise affixed onto them bear the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a the Rights Agreement between Agouron PharmaceuticalsROMAC INTERNATIONAL, Inc. INC. (the "Company") and Xxxxx Xxxxxx Shareholder Services, L.L.C. STATE STREET BANK AND TRUST COMPANY (the "Rights Agent") dated as of November 7October 28, 1996 1998 (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 the Company. Under certain circumstances, as set forth circumstances described in the Rights Agreement, such Rights may be redeemed, may expire, or may will be evidenced by separate Certificates certificates and will no longer be evidenced by this Certificatecertificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement Agreement, without charge within five (5) days promptly after receipt of a written request therefor. Under certain circumstancescircumstances described in the Rights Agreement, Rights issued to to, or held by, any Person who is, was, or becomes an Acquiring Persons Person or any Affiliate or Associate thereof (as those terms are defined in the Rights Agreement) ), whether currently held by or certain related Persons and on behalf of such Person or by any subsequent holder of such Rights holder, may become null and void. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (or earlier redemption, expiration or termination of ii) the Rights)Expiration Date, the Rights associated with the Common Stock represented by such certificates them shall be evidenced by such the certificates alonealone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the surrender for transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificatecertificates.

Issue of Rights Certificates. (a) Until the earlier of (i) the Stock Acquisition Date or (ii) the tenth day (or such later date as may be determined by action of the Board of Directors) after the date of the commencement of, or first public announcement of the intent of any Person (other than the Company, any subsidiary of the Company, or any employee benefit plan of the Company or any of its subsidiaries, or any entity organized, appointed or established by the Company or any of its subsidiaries for or pursuant to the terms of any such plan) to commence (which intention to commence remains in effect for five (5) Business Days after such announcement), a tender or exchange offer which would result in such Person becoming an Acquiring Person (including any such date which is on or after the date of this Agreement and prior to the issuance of the Rights) (the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights shall be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights (and the right to receive certificates therefor) shall be transferable only in connection with the transfer of the underlying shares of Common Stock. As soon as practicable after the Distribution Date, the Rights Agent shall send send, by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Company, a certificate for Rights, in substantially the form of Exhibit B hereto (the "Rights Certificates"), evidencing one Right for each share of Common Stock so held. As of and after the Distribution Date, the Rights shall be evidenced solely by such Rights Certificates. As soon as practicable following the Record Date, the Company shall send a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit C (the "Summary of Rights"), by first-class, postage prepaid mail, to each record holder of the Common Stock as of the close of business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock outstanding as of the Record Date, until the Distribution Date (or earlier redemption, expiration or termination of the Rights), the Rights shall be evidenced by such certificates for the Common Stock together with the Summary of Rights and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the Distribution Date (or earlier redemption, expiration or termination of the Rights), the surrender for transfer of any of the certificates for the Common Stock outstanding on the Record Date, even without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. (b) Certificates issued for Common Stock (including, without limitation, certificates issued upon transfer or exchange of Common Stock) after the Record Date, but prior to the earlier of the Distribution Date or the Expiration Date (as such term is hereinafter defined), shall be deemed also to be certificates for Rights, and shall have impressed, printed, stamped, written or otherwise affixed onto them the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Rights Agreement between Agouron Pharmaceuticals, Inc. S3 Incorporated (the "Company") and Xxxxx Xxxxxx Shareholder Services, L.L.C. The First National Bank of Boston (the "Rights Agent") dated as of November 7May 14, 1996 1997 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the atthe principal offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may expire, or may be evidenced by separate Certificates and will no longer be evidenced by this Certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement without charge within five (5) days after receipt of a written request therefor. Under certain circumstances, Rights issued to Acquiring Persons (as defined in the Rights Agreement) or certain related Persons and any subsequent holder of such Rights may become null and void. 8 With respect to such certificates containing the foregoing legend, until the Distribution Date (or earlier redemption, expiration or termination of the Rights), the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate.

Issue of Rights Certificates. (a) Until the earlier of Distribution Date, (i) the Stock Acquisition Date or (ii) the tenth day (or such later date as may be determined by action of the Board of Directors) after the date of the commencement of, or first public announcement of the intent of any Person (other than the Company, any subsidiary of the Company, or any employee benefit plan of the Company or any of its subsidiaries) to commence (which intention to commence remains in effect for five (5) Business Days after such announcement), a tender or exchange offer which would result in such Person becoming an Acquiring Person (including any such date which is on or after the date of this Agreement and prior to the issuance of the Rights) (the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights shall will be evidenced (subject to the provisions of paragraph (bSection 3(b) of this Section 3hereof) by the certificates for representing shares of Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for the associated Rights) and not by separate rights certificates, and (yii) the Rights (and the right to receive certificates therefor) shall will be transferable only in connection with the transfer of the underlying associated shares of Common Stock. As soon as practicable after the Distribution Date, the Rights Agent shall will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the close Close of business Business on the Distribution Date, at the address of such holder shown on the records of the Company, a certificate for Rightsone or more rights certificates, in substantially the form of Exhibit B A hereto (the "Rights Certificates"), evidencing one Right for each share in the aggregate that number of Common Stock so heldRights to which such holder is entitled in accordance with the provisions of this Agreement. As of and after the Distribution Date, the Rights shall will be evidenced solely by such Rights Certificates. The Rights are exercisable only in accordance with the provisions of Section 7 hereof and are redeemable only in accordance with Section 23 hereof. (b) As soon as practicable following after the Dividend Record Date, the Company shall send will cause a copy of a Summary of Common Stock Purchase Rights, in substantially the form attached hereto as Exhibit C B (the "Summary of Rights"), to be sent by first-class, postage prepaid mail, to each record holder of the Common Stock as of the close Close of business Business on the Dividend Record Date, at the address of such holder shown on the stock transfer records of the Company. With respect to certificates for the Common Stock outstanding as of the Dividend Record Date, until the Distribution Date (or earlier redemption, expiration or termination of the Rights)Date, the Rights shall associated with the shares of Common Stock represented by such certificates will be evidenced by such certificates for the Common Stock together with the Summary of Rights and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the Distribution Date (or the earlier redemption, exchange in accordance with Section 24 hereof, expiration or termination of the Rights), the surrender for transfer of any of the certificates for representing shares of the Common Stock outstanding on the Dividend Record Date, even with or without a copy of the Summary of Rights attached theretoRights, shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. (bc) Certificates Rights shall be issued for in respect of all shares of Common Stock issued (including, without limitation, certificates whether originally issued upon transfer or exchange of Common Stockdelivered from the Company's treasury) after the Dividend Record Date, Date but prior to the earlier earliest of (i) the Distribution Date, (ii) the Expiration Date, or (iii) the redemption or exchange in accordance with Section 24 hereof of the Rights. Certificates representing such shares of Common Stock and certificates issued on transfer of such shares of Common Stock prior to the Distribution Date (or earlier expiration or redemption of the Expiration Date (as such term is hereinafter defined), Rights) shall be deemed also to be certificates for Rights, the associated Rights and commencing as soon as reasonably practicable following the Dividend Record Date shall have impressed, printed, stamped, written or otherwise affixed onto them bear the following legend: legend (or a legend substantially in the form thereof): This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Common Stock Rights Agreement between Agouron Pharmaceuticalsthe issuer and EquiServe Trust Company, Inc. (the "Company") and Xxxxx Xxxxxx Shareholder Services, L.L.C. N.A. as Rights Agent (the "Rights Agent") ), dated as of November 719, 1996 (2001 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 both the Company. Under certain circumstances, as set forth in issuer and the Rights Agreement, such Rights may be redeemed, may expire, or may be evidenced by separate Certificates and will no longer be evidenced by this CertificateAgent. The Company Rights Agent will mail to the registered holder of this certificate a copy of the Rights Agreement without charge within five (5) days after receipt of a upon written request thereforrequest. Under certain circumstancescircumstances set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Under certain circumstances set forth in the Rights Agreement, Rights issued to to, or held by any Person who is, was or becomes, or acquires shares from, an Acquiring Persons Person or any Affiliate of an Acquiring Person (as each such term is defined in the Rights Agreement) Agreement and generally relating to the ownership or certain related Persons and any subsequent holder purchase of large shareholdings), whether currently held by or on behalf of such Rights Person or Affiliate or by certain subsequent holders, may become null and void. With respect to such certificates containing the foregoing legend, until Until the Distribution Date (or the earlier redemption, exchange in accordance with Section 24 hereof, expiration or termination of the Rights), the Rights associated with the Common Stock represented by such certificates shall be evidenced by such the Common Stock certificates alonealone and the registered holders of Common Stock shall also be the registered holders of the associated Rights, and the surrender for transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock stock represented by such certificate. Rights shall be issued to the extent provided in Section 22 hereof after the Distribution Date and prior to the Expiration Date.

Issue of Rights Certificates. (a) Until the earlier of (i) the Stock tenth day after the Shares Acquisition Date or (ii) the tenth day (or such later date as may be determined by action of the Board of Directors) after the date of the commencement of, or of the first public announcement of the intent intention of any Person (other than the Company, any subsidiary Subsidiary of the Company, or any employee benefit plan of the Company or any Subsidiary of its subsidiariesthe Company or any entity holding Common Shares for or pursuant to the term of any such plan) to commence (which intention to commence remains in effect for five (5) Business Days after such announcement)commence, a tender or exchange offer the consummation of which would result in such any Person becoming an Acquiring Person the Beneficial Owner of Common Shares aggregating 30% or more of the then outstanding Common Shares (including any such date which is on or after the date of this Agreement and prior to the issuance of the Rights) (; the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights shall will be evidenced (subject to the provisions of paragraph (bSection 3(b) of this Section 3hereof) by the certificates for Common Stock Shares registered in the names name of the holders of the Common Stock thereof (which certificates for Common Stock shall also be deemed also to be certificates for RightsRights Certificates) and not by separate certificatesRights Certificates, and (y) the Rights (and the right to receive certificates therefor) shall Rights Certificates will be transferable only in connection with the transfer of the underlying shares of Common StockShares. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent shall will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage postage-prepaid mail, to each record holder of the Common Stock Shares as of the close of business on the Distribution Date, at the address Address of such holder shown on the records of the Company, a certificate for RightsRights Certificate, in substantially the form of Exhibit B hereto (the a "Rights CertificatesCertificate"), evidencing one Right for each share of Common Stock Share so held. As of and after the Distribution Date, the Rights shall will be evidenced solely by such Rights Certificates. As . (b) On the Record Date or as soon as practicable following the Record Datethereafter, the Company shall will send a copy of a Summary of RightsRights to purchase Preferred Shares, in substantially the form attached hereto as of Exhibit C hereto (the "Summary of Rights"), by first-class, postage postage-prepaid mail, to each record holder of the Common Stock Shares as of the close of business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock Shares outstanding as of the Record Date, until the Distribution Date (or earlier redemption, expiration or termination of the Rights)Date, the Rights shall will be evidenced by such certificates for registered in the Common Stock names of the holders thereof together with a copy of the Summary of Rights and the registered holders of the Common Stock shall also be the registered holders of the associated Rightsattached thereto. Until the Distribution Date (or the earlier redemption, expiration or termination of the RightsRedemption Date or Final Expiration Date), the surrender for transfer of any of the certificates certificate for the Common Stock Shares outstanding on the Record Date, even with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Stock Shares represented by such certificatethereby. (bc) Certificates issued for Common Stock Shares which become outstanding (including, without limitation, certificates issued upon transfer or exchange reacquired Common Shares referred to in the last sentence of Common Stockthis paragraph (c)) after the Record Date, Date but prior to the earlier earliest of the Distribution Date, the Redemption Date or the Final Expiration Date (as such term is hereinafter defined), shall be deemed also to be certificates for Rights, and shall have impressedimpressed on, printed, stampedprinted on, written on or otherwise affixed onto to them the following legend: This certificate also evidences and entitles the holder hereof to certain Rights rights as set forth in a Rights Agreement between Agouron Pharmaceuticals, Inc. (the "Company") MidAmerican Energy Holdings Company and Xxxxx Xxxxxx ChaseMellon Shareholder Services, L.L.C. (the "Rights Agent") L.L.C., dated as of November 7March 12, 1996 1999 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. MidAmerican Energy Holdings Company Under certain circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may expire, or may will be evidenced by separate Certificates certificates and will no longer be evidenced by this Certificatecertificate. The MidAmerican Energy Holdings Company will mail to the holder of this certificate a copy of the Rights Agreement without charge within five (5) days after receipt of a written request therefor. Under certain circumstancesAs described in the Rights Agreement, Rights issued to Acquiring Persons (as defined in the Rights Agreement) or certain related Persons and any subsequent holder of such Rights may shall become null and void. With respect to such certificates containing the foregoing legend, until the Distribution Date (or earlier redemption, expiration or termination of the Rights)Date, the Rights associated with the Common Stock Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any of such certificates certificate shall also constitute the transfer of the Rights associated with the Common Stock Shares represented by thereby. In the event that the Company purchases or acquires any Common Shares after the Record Date but prior to the Distribution Date, any Rights associated with such certificateCommon Shares shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Shares which are no longer outstanding.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close of Business on the tenth day after the Stock Acquisition Date or and (ii) the Close of Business on the tenth day Business Day (or such later date as may be determined by action of the Company's Board of DirectorsDirectors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement of, that a tender or first public announcement of the intent of exchange offer by any Person (other than the Company, any subsidiary Subsidiary of the Company, or any employee benefit plan of maintained by the Company or any of its subsidiaries) Subsidiaries or any trustee or fiduciary with respect to commence (which intention to commence remains in effect for five (5) Business Days after such announcement), a tender or exchange offer which would result plan acting in such Person becoming an Acquiring Person (including any such date which capacity) is on first published or after sent or given within the date meaning of this Agreement and prior to the issuance Rule 14d-4(a) of the Rights) Exchange Act Regulations or any successor rule, if upon consummation thereof such Person would be the Beneficial Owner of 15% or more of the shares of Voting Common Stock then outstanding (the earlier of such dates (i) and (ii) above being herein referred to as the "Distribution Date"), (x) the Rights shall will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for shares of Company Common Stock registered in the names of the holders of the shares of Company Common Stock as of and subsequent to the Record Date (which certificates for shares of Company Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights (and the right to receive certificates therefor) shall will be transferable only in connection with the transfer of the underlying shares of Company Common StockStock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Rights Agent shall will send by first-class, insured, postage prepaid mail, to each record holder of the shares of Company Common Stock as of the close Close of business Business on the Distribution Date, at the address of such holder shown on the records of the Company, a certificate for Rightsone or more rights certificates, in substantially the form of Exhibit B A hereto (the "Rights Certificates"), evidencing one Right for each share of Company Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Company Common Stock has been made pursuant to Section 11(p), at the time of distribution of the Rights Certificates, the Company may make the necessary and appropriate rounding adjustments (in accordance with Section 14(a)) so that Rights Certificates evidencing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights shall will be evidenced solely by such Rights Certificates. As soon as practicable following the Record Date, the . (b) The Company shall send sent a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit C Preferred Stock Purchase Rights (the "Summary of Rights"), by first-class, postage prepaid mailin substantially the form initially attached hereto as Exhibit B, to each record holder of the Company Common Stock as of the close of business on the Record Date, by first-class, postage prepaid mail, at the address of such the holder shown on the records of the Company. With respect to certificates for the Common Stock outstanding as of the Record Date, until the Distribution Date (or earlier redemption, expiration or termination of the Rights), the Rights shall be evidenced by such certificates for the Common Stock together with the The Summary of Rights and the registered holders has been revised as set forth in Exhibit B to reflect this Agreement, as amended, as of the Common Stock shall also be the registered holders of the associated Rights. Until the Distribution Date (or earlier redemptionFebruary 4, expiration or termination of the Rights), the surrender for transfer of any of the certificates for the Common Stock outstanding on the Record Date, even without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate1999. (bc) Certificates Rights shall, without any further action, be issued for in respect of all shares of Company Common Stock that are issued (including, without limitation, certificates issued upon transfer or exchange including any shares of Company Common StockStock held in treasury) after the Record Date, Date but prior to the earlier of the Distribution Date or and the Expiration Date. Certificates evidencing such shares of Company Common Stock issued after the Record Date (as such term is hereinafter defined), shall be deemed also to be certificates for Rights, and shall have impressed, printed, stamped, written or otherwise affixed onto them bear the following legend: "This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a the Rights Agreement dated as of December 3, 1997 (the "Rights Agreement"), between Agouron PharmaceuticalsBurlington Industries, Inc. (the "Company") and Xxxxx Xxxxxx Shareholder ServicesWachovia Bank, L.L.C. N.A. (the "Rights Agent") dated as of November 7, 1996 (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 office of the Companystock transfer administration office of the Rights Agent. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may expire, or may will be evidenced by separate Certificates certificates and will no longer be evidenced by this Certificatecertificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement Agreement, as in effect on the date of mailing, without charge within five (5) days promptly after receipt of a written request therefor. Under certain circumstancescircumstances set forth in the Rights Agreement, Rights issued to to, or held by, any Person who is, was or becomes an Acquiring Persons Person or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement) ), whether currently held by or certain related Persons and on behalf of such Person or by any subsequent holder of such Rights holder, may become null and void. ." With respect to certificates evidencing shares of Company Common Stock (whether or not such certificates containing include the foregoing legendlegend or have appended to them the Summary of Rights), until the earlier of the Distribution Date (or earlier redemption, expiration or termination of and the Rights)Expiration Date, the Rights associated with the shares of Company Common Stock represented evidenced by such certificates shall be evidenced by such certificates alonealone and registered holders of the shares of Company Common Stock shall also be the registered holders of the associated Rights, and the surrender for transfer of any of such certificates shall also constitute the transfer of the Rights associated with the shares of Company Common Stock represented evidenced by such certificatecertificates. (d) Anything in this Section 3 to the contrary notwithstanding, (i) prior to the Distribution Date, any Right issued in respect of a share of Nonvoting Common Stock shall be deemed to be issued in respect of any share of Voting Common Stock issued in exchange therefor pursuant to Section 4.2(d) of the Certificate of Incorporation of the Company and no new Right shall be issued in respect of such share of Voting Common Stock upon such exchange and (ii) on or after the Distribution Date, no Right will be issued in respect of any share of Voting Common Stock issued in exchange for a share of Nonvoting Common Stock pursuant to Section 4.2(d) of the Certificate of Incorporation of the Company.

Issue of Rights Certificates. (a) Until the earlier of (i) the tenth day after the Stock Acquisition Date or (ii) the tenth day (or such later date as may be determined by action of the Board of Directors) after the date of the commencement of, or first public announcement of the intent of any Person (other than the Company, any subsidiary of the Company, or any employee benefit plan of the Company or any of its subsidiaries) to commence (which intention to commence remains in effect for five (5) Business Days business days after such announcement), a tender or exchange offer which that would result in such Person becoming an Acquiring Person Person, unless such date is extended by the Board of Directors of the Company (including any such date which that is on or after the date of this Agreement and prior to the issuance of the Rights) (; the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights shall be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights (and the right to receive certificates therefor) shall be transferable only in connection with the transfer of the underlying shares of Common Stock. As soon as practicable after the Distribution Date, the Rights Agent shall send by first-classfirst)class, insured, postage prepaid mail, to each record holder recordholder of the Common Stock as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Company, a certificate for Rights, in substantially the form of Exhibit B hereto (the "Rights Certificates"), evidencing one Right for each share of Common Stock so held. As of and after the Distribution Date, the the, Rights shall be evidenced solely by such Rights Certificates. . (b) As soon as practicable following the Record Amendment Date, the Company shall send a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit C (the "Summary of Rights"), by first-classfirst)class, postage prepaid mail, to each record holder recordholder of the Common Stock as of the close of business on the Record Amendment Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock outstanding as of the Record Amendment Date, until the Distribution Date (or earlier redemption, expiration or termination of the Rights), the Rights shall be evidenced by such certificates for the Common Stock together with the Summary of Rights and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the Distribution Date (or earlier redemption, expiration or termination of the Rights), the surrender for transfer of any of the certificates for the Common Stock outstanding on the Record Amendment Date, even without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. (bc) Certificates issued for Common Stock (including, without limitation, certificates issued upon transfer or exchange of Common Stock) after the Record Amendment Date, but prior to the earlier of the Distribution Date or the Expiration Date (as such term is hereinafter defined), shall be deemed also to be certificates for Rights, and shall have impressed, printed, stamped, written or otherwise affixed onto them the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a the Second Amended and Restated Rights Agreement between Agouron Pharmaceuticals, Inc. (the "Company") Quanex Corporation and Xxxxx Xxxxxx Shareholder Services, L.L.C. American Stock Transfer & Trust Co. (the "Rights Agent") dated as of November 7April 15, 1996 1999 (the "Amended 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 the CompanyQuanex Corporation. Under certain circumstances, as set forth in the Amended Rights Agreement, such Rights may be redeemed, may expire, or may be evidenced by separate Certificates certificates and will no longer be evidenced by this Certificatecertificate. The Company Quanex Corporation will mail to the holder of this certificate a copy of the Amended Rights Agreement without charge within five (5) days after receipt of a written request therefor. Under certain circumstances, Rights issued to Acquiring Persons (as defined in the Amended Rights Agreement) or certain related Persons persons and any subsequent holder of such Rights may become null and voidvoid with respect to certain rights set forth in Sections 11(a)(ii) and Section 13(a) of the Amended Rights Agreement. With respect to such certificates containing the foregoing legend, until the Distribution Date (or earlier redemption, expiration or termination of the Rights)Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate.

Issue of Rights Certificates. (a) Until the earlier of (i) the Stock Acquisition Date or (ii) the tenth day (or such later date as may be determined by action of the Board of Directors) after the date of the commencement of, or first public announcement of the intent of any Person (other than the Company, any subsidiary of the Company, or any employee benefit plan of the Company or any of its subsidiaries) to commence (which intention to commence remains in effect for five (5) Business Days after such announcement), a tender or exchange offer which would result in such Person becoming an Acquiring Person (including any such date which is on or after the date of this Agreement and prior to the issuance of the Rights) (the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights shall be evidenced (subject to the provisions of paragraph paragraphs (b) and (c) of this Section 3) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights (and the right to receive certificates therefor) shall be transferable only in connection with the transfer of the underlying shares of Common StockStock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Rights Agent shall send by first-class, insured, postage prepaid mail, to each such record holder of the Common Stock (except for shares subject to the restriction on transfer provided for in Section 7(e)) as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Company, a certificate for Rightsone or more rights certificates, in substantially the form of Exhibit B A hereto (the "Rights Certificates"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. As of and after the Distribution Date, the Rights shall be evidenced solely by such Rights Certificates. . (b) As soon promptly as practicable following the Record Date, the Company shall send a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit C B (the "Summary of Rights"), by first-class, postage prepaid mail, to each record holder of the Common Stock as of the close of business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock outstanding as of the Record Date, until the Distribution Date (or earlier redemption, expiration or termination of the Rights)Date, the Rights shall be evidenced by such certificates for the Common Stock together with the Summary of Rights and the registered holders of the such Common Stock shall also be the registered holders of the associated Rights. Until the Distribution Date (or earlier redemption, expiration or termination of the Rights), the surrender for transfer of any of the certificates for the Common Stock outstanding on the Record Date, even without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. (b) Certificates issued for Common Stock (including, without limitation, certificates issued upon transfer or exchange of Common Stock) after the Record Date, but prior to the earlier of the Distribution Date or the Expiration Date (as such term is hereinafter defineddefined in Section 7 hereof), the transfer of any certificates representing shares of Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common Stock. (c) Rights shall be issued in respect of all shares of Common Stock that are (i) issued after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date or (ii) issued following the Distribution Date but prior to the Expiration Date if such shares of Common Stock became outstanding (A) upon the exercise of a stock option, (B) pursuant to any employee plan or arrangement or (C) upon the conversion or exchange of a security which option, plan, arrangement or security was granted, established or issued, as the case may be, by the Company before the Distribution Date. Certificates representing such shares of Common Stock shall also be deemed also to be certificates for Rights, and shall have impressed, printed, stamped, written or otherwise affixed onto them bear the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a the Rights Agreement between Agouron PharmaceuticalsBassxxx Furniture Industries, Inc. Incorporated (the "Company") ), and Xxxxx Xxxxxx Shareholder Services, L.L.C. First Union National Bank (the "Rights Agent") dated as of November 7June 23, 1996 1998 (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 the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may expire, or may will be evidenced by separate Certificates certificates and will no longer be evidenced by this Certificatecertificate. The Rights will expire at the close of business on June 23, 2008 unless exercised or redeemed prior thereto. The Company will mail to the holder of this certificate a copy of the Rights Agreement Agreement, as in effect on the date of mailing, without charge within five (5) days promptly after receipt of a written request therefor. Under certain circumstancescircumstances set forth in the Rights Agreement, Rights issued to to, or held by, any Person who is, was or becomes an Acquiring Persons Person or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement) ), whether currently held by or certain related Persons and on behalf of such Person or by any subsequent holder of such Rights holder, may become null and void. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (or earlier redemption, expiration or termination of ii) the Rights)Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alonealone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the surrender for transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificatecertificates.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close of Business on the tenth Business Day after a Stock Acquisition Date involving an Acquiring Person that has become such in a transaction as to which the Board of Directors has not made the determination referred to in Section 11(a)(ii)(B) hereof, or (ii) the tenth day (or close of business on such later date as may be determined fixed by action of the Board of DirectorsDirectors of the Company by notice to the Rights Agent and publicly announced by the Company, which date shall not be later than 65 days) after the date of the commencement of, that a tender or first public announcement of the intent of exchange offer by any Person (other than the Company, any subsidiary Subsidiary of the Company, or any employee benefit plan of the Company or of any Subsidiary of its subsidiariesthe Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) to commence (which intention to commence remains in effect for five (5is first published or sent or given within the meaning of Rule 14d-2(a) Business Days after such announcement)of the General Rules and Regulations under the Exchange Act, a tender or exchange offer which would result in if upon consummation thereof, such Person becoming an Acquiring Person (including any such date which is on would be the Beneficial Owner of 15% or after the date of this Agreement and prior to the issuance more of the Rights) Common Shares then outstanding (the earlier of such dates (i) and (ii) being herein referred to as the "“Distribution Date"”), (x) beneficial interests in the Rights shall will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the Common Stock Shares registered in the names of the holders of the Common Stock Shares (which certificates for Common Stock Shares shall be deemed also to be certificates for beneficial interests in the Rights) and not by separate certificates, and (y) the Rights (and the right to receive certificates therefor) shall beneficial interests therein will be transferable only in connection with the transfer of the underlying shares of Common StockShares (including a transfer to the Company). As soon as practicable after the Distribution Date, the Rights Agent shall will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock Shares as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Company, a certificate for Rightsone or more rights certificates, in substantially the form of Exhibit B hereto (the "“Rights Certificates"”), evidencing one Right for each share of Common Stock Share so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per Common Share has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights shall will be evidenced solely by such Rights Certificates. As soon as practicable following the Record Date, the Company shall send a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit C . (the "Summary of Rights"), by first-class, postage prepaid mail, to each record holder of the Common Stock as of the close of business on the Record Date, at the address of such holder shown on the records of the Company. b) With respect to certificates for the Common Stock Shares outstanding as of the Record Date, until the Distribution Date (or earlier redemptionDate, expiration or termination of the Rights), beneficial interests in the Rights shall will be evidenced by such certificates for the Common Stock together with the Summary of Rights Shares and the registered holders of the Common Stock Shares shall also be the registered holders of the beneficial interests in the associated Rights. Until the Distribution Date (or earlier redemption, expiration or termination of the Rights), the surrender for transfer of any of the certificates for the Common Stock outstanding on the Record Date, even without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. (b) Certificates issued for Common Stock (including, without limitation, certificates issued upon transfer or exchange of Common Stock) after the Record Date, but prior to the earlier of the Distribution Date or the Expiration Date (as such term is hereinafter defineddefined in Section 7 hereof), the transfer of any certificates representing Common Shares in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such Common Shares. Common Share certificates issued after the Record Date but prior to the Distribution Date, including those issued upon the transfer of Common Shares outstanding on the Record Date, shall bear the legend set forth in subsection (c). (c) Except as provided in Section 22 hereof, Rights shall be issued in respect of all Common Shares that are issued (whether originally issued or delivered from the Company’s treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date. Certificates representing such Common Shares shall also be deemed also to be certificates for beneficial interests in the associated Rights, and shall have impressed, printed, stamped, written or otherwise affixed onto them bear the following legend: “This certificate also evidences a beneficial interest in and entitles the holder hereof to certain Rights rights as set forth in a the Rights Agreement between Agouron PharmaceuticalsRCM Technologies, Inc. (the "“Company"”) and Xxxxx Xxxxxx Shareholder ServicesAmerican Stock Transfer & Trust Company, L.L.C. LLC (the "“Rights Agent"”) dated as of November 7June 9, 1996 2010 (the "“Rights Agreement"”), and as the same may be amended from time to time, the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may expire, or may will be evidenced by separate Certificates certificates and beneficial interests therein will no longer be evidenced by this Certificatecertificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement Agreement, as in effect on the date of mailing, without charge within five (5) days promptly after receipt of a written request therefor. Under certain circumstancescircumstances set forth in the Rights Agreement, Rights issued to to, or held by, any Person who is, was or becomes an Acquiring Persons Person or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement) ), whether currently held by or certain related Persons and on behalf of such Person or by any subsequent holder of such Rights holder, may become null and void. .” With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (or earlier redemptionii) the Expiration Date, expiration or termination of the Rights), beneficial interests in the Rights associated with the Common Stock Shares represented by such certificates shall be evidenced by such certificates alonealone and registered holders of Common Shares shall also be the registered holders of beneficial interests in the associated Rights, and the surrender for transfer of any of such certificates shall also constitute the transfer of beneficial interests in the Rights associated with the Common Stock Shares represented by such certificatecertificates.

Issue of Rights Certificates. (a) Until Prior to the earlier of Distribution Date, (i) the Stock Acquisition Date or (ii) the tenth day (or such later date as may be determined by action of the Board of Directors) after the date of the commencement of, or first public announcement of the intent of any Person (other than the Company, any subsidiary of the Company, or any employee benefit plan of the Company or any of its subsidiaries) to commence (which intention to commence remains in effect for five (5) Business Days after such announcement), a tender or exchange offer which would result in such Person becoming an Acquiring Person (including any such date which is on or after the date of this Agreement and prior to the issuance of the Rights) (the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights shall will be evidenced (subject to the provisions of paragraph (b) of this Section 33(b)) by the -------------- certificates for the Common Stock Stock, registered in the names of the holders of the Common Stock (which certificates for Common Stock shall will be deemed also to be certificates for Rights) and not by separate certificates, and (yii) the Rights (and the right to receive certificates therefor) shall will be transferable only in connection with the transfer of the underlying shares of Common StockStock including a transfer to the Company. As soon as practicable after the Distribution Date, the Rights Agent shall will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Company, a certificate for Rightsone or more rights certificates, in substantially the form of Exhibit B hereto A (the "Rights ---------- Certificates"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided in this Agreement. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(o), at the time of distribution of the ------------- Rights Certificates, the Company will make the necessary and appropriate rounding adjustments (in accordance with Section 14(a)) so that Rights -------------- Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights shall will be evidenced solely by such Rights Certificates. . (b) As soon as practicable following the Record Date, the Company shall will send a copy of a Summary of Rights, in substantially the form attached hereto as of Exhibit C (the "Summary of Rights")B, by first-class, postage prepaid mail, to each record holder of ---------- the Common Stock as of the close Close of business Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock outstanding as of the Record Date, until the Distribution Date (or earlier redemption, expiration or termination of the Rights)Date, the Rights shall will be evidenced by such certificates for the Common Stock together with the Summary of Rights and the registered holders of the Common Stock shall will also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date (or earlier redemptionas defined in Section 7), expiration or termination ---------- the transfer of any certificates representing shares of Common Stock in respect of which Rights have been issued will also constitute the transfer of the Rights associated with such shares of Common Stock. (c) Rights will be issued in respect of all shares of Common Stock that are issued (whether originally issued or from the Company's treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date. Certificates representing such shares of Common Stock will also be deemed to be certificates for Rights, and will bear the following legend: THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER TO CERTAIN RIGHTS AS SET FORTH IN THE RIGHTS AGREEMENT BETWEEN BOOTS & XXXXX INTERNATIONAL WELL CONTROL, INC., (THE "COMPANY") AND (THE "RIGHTS AGENT") DATED AS OF NOVEMBER 27, 2001 (AS AMENDED FROM TIME TO TIME, THE "RIGHTS AGREEMENT"), THE TERMS OF WHICH ARE HEREBY INCORPORATED IN THIS CERTIFICATE BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICES OF THE COMPANY. 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. THE COMPANY 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. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS BENEFICIALLY OWNED BY ANY PERSON WHO IS, WAS, OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOID. With respect to the surrender for shares of Common Stock issued after the Record Date, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates will be evidenced by such certificates alone and registered holders of Common Stock will also be the registered holders of the associated Rights, and the transfer of any of the such certificates for the Common Stock outstanding on the Record Date, even without a copy of the Summary of Rights attached thereto, shall will also constitute the transfer of the Rights associated with the Common Stock represented by such certificatecertificates. (b) Certificates issued for Common Stock (including, without limitation, certificates issued upon transfer or exchange of Common Stock) after the Record Date, but prior to the earlier of the Distribution Date or the Expiration Date (as such term is hereinafter defined), shall be deemed also to be certificates for Rights, and shall have impressed, printed, stamped, written or otherwise affixed onto them the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Rights Agreement between Agouron Pharmaceuticals, Inc. (the "Company") and Xxxxx Xxxxxx Shareholder Services, L.L.C. (the "Rights Agent") dated as of November 7, 1996 (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 the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may expire, or may be evidenced by separate Certificates and will no longer be evidenced by this Certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement without charge within five (5) days after receipt of a written request therefor. Under certain circumstances, Rights issued to Acquiring Persons (as defined in the Rights Agreement) or certain related Persons and any subsequent holder of such Rights may become null and void. With respect to such certificates containing the foregoing legend, until the Distribution Date (or earlier redemption, expiration or termination of the Rights), the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate.

Issue of Rights Certificates. (a) Until the earlier of Distribution Date, (i) the Stock Acquisition Date or (ii) the tenth day (or such later date as may be determined by action of the Board of Directors) after the date of the commencement of, or first public announcement of the intent of any Person (other than the Company, any subsidiary of the Company, or any employee benefit plan of the Company or any of its subsidiaries) to commence (which intention to commence remains in effect for five (5) Business Days after such announcement), a tender or exchange offer which would result in such Person becoming an Acquiring Person (including any such date which is on or after the date of this Agreement and prior to the issuance of the Rights) (the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights shall will be evidenced (subject to the provisions of paragraph (bSection 3(b) of this Section 3hereof) by the certificates for representing shares of Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for the associated Rights) and not by separate rights certificates, and (yii) the Rights (and the right to receive certificates therefor) shall will be transferable only in connection with the transfer of the underlying associated shares of Common Stock. As soon as practicable after the Distribution Date, the Rights Agent shall will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the close Close of business Business on the Distribution Date, at the address of such holder shown on the stock transfer records of the Company, a certificate for Rightsone or more rights certificates, in substantially the form of Exhibit B hereto (the "Rights Certificates"), evidencing one Right for each share in the aggregate that number of Common Stock so heldRights to which such holder is entitled in accordance with the provisions of this Agreement. As of and after the Distribution Date, the Rights shall will be evidenced solely by such Rights Certificates. The Rights are exercisable only in accordance with the provisions of Section 7 hereof and are redeemable only in accordance with Section 23 hereof. (b) As soon as practicable following after the Dividend Record Date, the Company shall send will cause a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit C (the "Summary of Rights"), to be sent by first-class, postage prepaid mail, to each record holder of the Common Stock as of the close Close of business Business on the Dividend Record Date, at the address of such holder shown on the stock transfer records of the Company. With respect to certificates for the Common Stock outstanding as of the Dividend Record Date, until the Distribution Date (or earlier redemption, expiration or termination of the Rights)Date, the Rights shall associated with the shares of Common Stock represented by such certificates will be evidenced by such certificates for the Common Stock together with the Summary of Rights and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the Distribution Date (or the earlier redemption, expiration or termination of the Rights), the surrender for transfer of any of the certificates for representing shares of the Common Stock outstanding on the Dividend Record Date, even with or without a copy of the Summary of Rights attached theretoRights, shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. (bc) Certificates Rights shall be issued for in respect of all shares of Common Stock issued (including, without limitation, certificates whether originally issued upon transfer or exchange of Common Stockdelivered from the Company's treasury) after the Dividend Record Date, Date but prior to the earlier earliest of (i) the Distribution Date, (ii) the Expiration Date, or (iii) the redemption of the Rights. Certificates representing such shares of Common Stock and certificates issued on transfer of such shares of Common Stock, with or without a copy of the Summary of Rights, prior to the Distribution Date (or earlier expiration or redemption of the Expiration Date (as such term is hereinafter defined), Rights) shall be deemed also to be certificates for the associated Rights, and commencing as soon as reasonably practicable following the Dividend Record Date shall have impressed, printed, stamped, written or otherwise affixed onto them bear the following legend: legend (or a legend substantially in the form thereof): This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Rights Agreement between Agouron Pharmaceuticalsthe issuer and BankBoston N.A., Inc. (the "Company") and Xxxxx Xxxxxx Shareholder Services, L.L.C. as Rights Agent (the "Rights Agent") ), dated as of November 7February 13, 1996 1998 (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 both the Companyissuer and the Rights Agent. The Rights Agent will mail to the registered holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge upon written request. Under certain circumstances, as circumstances set forth in the Rights Agreement, such Rights may be redeemed, may expire, or may will be evidenced by separate Certificates certificates and will no longer be evidenced by this Certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement without charge within five (5) days after receipt of a written request thereforcertificate. Under certain circumstancescircumstances set forth in the Rights Agreement, Rights issued to to, or held by any Person who is, was or becomes, or acquires shares from, an Acquiring Persons Person or any Affiliate of an Acquiring Person (as each such term is defined in the Rights Agreement) Agreement and generally relating to the ownership or certain related Persons and any subsequent holder purchase of large shareholdings), whether currently held by or on behalf of such Rights Person or Affiliate or by certain subsequent holders, may become null and void. With respect to such certificates containing the foregoing legend, until Until the Distribution Date (or the earlier redemption, expiration or termination of the Rights), the Rights associated with the Common Stock represented by such certificates shall be evidenced by such the Common Stock certificates alonealone and the registered holders of Common Stock shall also be the registered holders of the associated Rights, and the surrender for transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate.

Issue of Rights Certificates. (a) Until Prior to the earlier of Distribution Date, (i) the Stock Acquisition Date or (ii) the tenth day (or such later date as may be determined by action of the Board of Directors) after the date of the commencement of, or first public announcement of the intent of any Person (other than the Company, any subsidiary of the Company, or any employee benefit plan of the Company or any of its subsidiaries) to commence (which intention to commence remains in effect for five (5) Business Days after such announcement), a tender or exchange offer which would result in such Person becoming an Acquiring Person (including any such date which is on or after the date of this Agreement and prior to the issuance of the Rights) (the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights shall will be evidenced (subject to the provisions of paragraph (b) of this Section 3SECTION 3(B)) by the certificates for the Common Stock and not by separate Rights Certificates (as defined below), and the registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for the registered holders of the associated Rights) and not by separate certificates, and (yii) the Rights (and the right to receive certificates therefor) shall will be transferable only in connection with the transfer of the underlying shares of Common StockStock (including a transfer to the Company). As soon as practicable after the Company has notified the Rights Agent of the occurrence of a Distribution Date, the Rights Agent shall send will, subject to SECTION 7(D), send, by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the close Close of business Business on the Distribution Date, at the address of such holder shown on the records of the Company, a certificate for Rightsone or more Rights Certificates, in substantially the form of Exhibit EXHIBIT B attached hereto (the "Rights CertificatesRIGHTS CERTIFICATES"), evidencing one Right (subject to adjustment as provided herein) for each share of Common Stock so held. As If an adjustment in the number of Rights per share of Common Stock has been made pursuant to SECTION 11(P), then the Company shall, at the time of distribution of the Rights Certificates to record holders of Common Stock as of the Close of Business on the Distribution Date, make the necessary and appropriate rounding adjustments (in accordance with SECTION 14(A)) so that Rights Certificates representing only whole numbers of Rights are distributed to such holders and cash is paid to such holders in lieu of any fractional Rights. From and after the Distribution Date, the Rights shall will be evidenced solely by such Rights Right Certificates. . (b) As soon as practicable following after the Record Effective Date, the Company shall will send a copy summary of a Summary of Rights, the Rights substantially in substantially the form of EXHIBIT C attached hereto as Exhibit C (the "Summary of Rights")hereto, by first-class, postage prepaid mail, to each record holder of the Common Stock as of the close Close of business Business on the Record Date, Effective Date at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock outstanding as of the Record Date, until Until the Distribution Date (or earlier redemption, expiration or termination of the Rights)Date, the Rights shall be evidenced by such certificates for evidencing the Common Stock together with the Summary of Rights Stock, and the registered holders of the such Common Stock shall also be the registered holders of the associated Rights. Until . (c) Rights shall be issued in respect of all shares of Common Stock that become outstanding (on original issuance or out of treasury) after the Effective Date but prior to the earlier of the Distribution Date (or earlier redemption, expiration or termination of the Rights), the surrender for transfer of any of the certificates Expiration Date. Certificates for the Common Stock that become outstanding on the Record Date, even without a copy of the Summary of Rights attached thereto, or shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. (b) Certificates issued for Common Stock (including, without limitation, certificates issued upon transfer be transferred or exchange of Common Stock) exchanged after the Record Date, Effective Date but prior to the earlier of the Distribution Date or the Expiration Date (as such term is hereinafter defined), shall also be deemed also to be certificates for Rights, Rights and shall have impressedimpressed on, printed, stampedprinted on, written on or otherwise affixed onto to them the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Rights Agreement between Agouron PharmaceuticalsInterland, Inc. (the "Company") and Xxxxx Xxxxxx Shareholder ServicesSunTrust Bank, L.L.C. (the "Rights Agent") dated as of November 7July 22, 1996 2000 (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 office of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may expire, or may be evidenced by separate Certificates and will no longer be evidenced by this Certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement without charge within five (5) days promptly after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be evidenced by separate certificates and no longer be evidenced by this certificate, may be redeemed or exchanged or may expire. As set forth in the Rights Agreement, Rights issued to to, or held by, any Person who is, was or becomes an Acquiring Persons Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement) ), whether currently held by or certain related Persons and on behalf of such Person or by any subsequent holder of such Rights holder, may become be null and void. . (d) With respect to such the certificates containing the foregoing legend, until the earlier of the Distribution Date (or earlier redemption, expiration or termination of the Rights)Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alonealone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the surrender for transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by thereby. If the Company purchases or acquires any shares of Common Stock after the Effective Date but prior to the Distribution Date, any Rights associated with such certificateCommon Stock shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Stock that are no longer outstanding.