325,000,000 2% CONVERTIBLE SENIOR NOTES DUE 2023 REGISTRATION RIGHTS AGREEMENT Dated as of August 1, 2003 by and among INVITROGEN CORPORATION and UBS SECURITIES LLC CREDIT SUISSE FIRST BOSTON LLCRegistration Rights Agreement • October 29th, 2003 • Invitrogen Corp • Biological products, (no disgnostic substances) • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of August 1, 2003 by and among Invitrogen Corporation, a Delaware corporation (the “Company”), and UBS Securities LLC and Credit Suisse First Boston LLC (each an “Initial Purchaser” and collectively, the “Initial Purchasers”). The Company proposes to issue and sell to the Initial Purchasers (the “Initial Placement”) $325,000,000 in aggregate principal amount of its 2% Convertible Senior Notes due 2023 (the “Firm Convertible Notes”). The Company also proposes to issue and sell to the Initial Purchasers not more than $48,750,000 in aggregate principal amount of its 2% Convertible Senior Notes due 2023 (the “Additional Convertible Notes” and, together with the Firm Convertible Notes, the “Notes”). As an inducement to the Initial Purchasers to enter into the purchase agreement, dated as of July 28, 2003 (the “Purchase Agreement”), and in satisfaction of a condition to the Initial Purchasers’ obligations there
INVITROGEN CORPORATION Principal Amount 2% Convertible Senior Notes due 2023 Purchase Agreement July 28, 2003 UBS SECURITIES LLC CREDIT SUISSE FIRST BOSTON LLCPurchase Agreement • October 29th, 2003 • Invitrogen Corp • Biological products, (no disgnostic substances) • New York
Invitrogen Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to UBS SECURITIES LLC (“UBS”) and Credit Suisse First Boston LLC (each an “Initial Purchaser” and, collectively, the “Initial Purchasers”) an aggregate of $325,000,000 in principal amount of its 2% Convertible Senior Notes due 2023 (the “Firm Notes”), subject to the terms and conditions set forth herein. The Company also proposes to issue and sell to the Initial Purchasers not more than an additional $48,750,000 principal amount of its 2% Convertible Senior Notes due 2023 (the “Additional Notes”), if requested by the Initial Purchasers as provided in Section 2 hereof. The Firm Notes and the Additional Notes are herein collectively referred to as the “Notes”. The Notes are to be issued pursuant to the provisions of an indenture (the “Indenture”), to be dated as of the Closing Date (as defined below), between the Company, and U.S. Bank National Association, as trustee (the “Trustee”), pursuant to w
