0000912057-01-525207 Sample Contracts

AMENDMENT NO. 1 TO RIGHTS AGREEMENT
Rights Agreement • July 25th, 2001 • Sicor Inc • Pharmaceutical preparations • Delaware

THIS AMENDMENT NO. 1 (this "Amendment"), dated as of November 12, 1996, to the Rights Agreement, dated as of March 16, 1992 (the "Rights Agreement"), between Gensia, Inc. (f.k.a. Gensia Pharmaceuticals, Inc.), a Delaware corporation (the "Company"), and ChaseMellon Shareholder Services, L.L.C., as successor in interest to First Interstate Bank Ltd., as Rights Agent (the "Rights Agent"), is made with reference to the following facts:

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AMENDMENT NO. 2 TO RIGHTS AGREEMENT
Rights Agreement • July 25th, 2001 • Sicor Inc • Pharmaceutical preparations • Delaware

THIS AMENDMENT NO. 2 (this "Amendment"), dated as of July 23, 2001, among SICOR Inc. (f.k.a. Gensia Inc.), a Delaware corporation (the "Company"), Harris Trust and Savings Bank ("Harris") and Computershare Investor Services, LLC ("Computershare"), to the Rights Agreement dated as of March 16, 1992, as amended by Amendment No. 1 dated as of November 12, 1996, between the Company and Harris (successor agent to Mellon Investor Services, which was successor agent to ChaseMellon Shareholder Services, L.L.C., which was successor agent to First Interstate Bank Ltd.), as Rights Agent (the "Rights Agreement").

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