REGISTRATION RIGHTS AGREEMENT by and among HUMAN GENOME SCIENCES, INC. and THE INITIAL PURCHASERS NAMED HEREIN Dated August 9, 2005Registration Rights Agreement • August 9th, 2005 • Human Genome Sciences Inc • In vitro & in vivo diagnostic substances • New York
Registration Rights Agreement (this “Agreement”), dated as of August 9, 2005, by and among Human Genome Sciences, Inc., a Delaware corporation (together with any successor entity, the “Issuer”) and Citigroup Global Markets Inc. (“Citigroup”) and Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) (each, an “Initial Purchaser” and, collectively, the “Initial Purchasers”).
HUMAN GENOME SCIENCES, INC. (a Delaware corporation)Purchase Agreement • August 9th, 2005 • Human Genome Sciences Inc • In vitro & in vivo diagnostic substances • New York
Human Genome Sciences, Inc., a Delaware corporation (the “Company”), confirms its agreement with Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) and Citigroup Global Markets Inc. (“Citigroup,” collectively, the “Initial Purchasers,” which term shall also include any Initial Purchaser substituted as hereinafter provided in Section 11 hereof), for whom Merrill Lynch is acting as representative (in such capacity, the “Representative”), with respect to the issue and sale by the Company and the purchase by the Initial Purchasers, acting severally and not jointly, of the respective principal amounts set forth in Schedule A hereto of $230,000,000 aggregate principal amount of the Company’s 2 1/4% Convertible Subordinated Notes due 2012 (the “Securities”). The Securities are to be issued pursuant to an indenture dated as of August 9, 2005 (the “Indenture”) between the Company and The Bank of New York, as trustee (the “Trustee”).
