DENDREON CORPORATION (a Delaware corporation) $75,000,000 4.75% Convertible Senior Subordinated Notes due 2014 PURCHASE AGREEMENTPurchase Agreement • June 6th, 2007 • Dendreon Corp • Pharmaceutical preparations • New York
The Notes will be convertible into fully paid, nonassessable shares of common stock of the Company, par value $0.001 per share (the “Common Stock”), on the terms, and subject to the conditions, set forth in the Indenture (as defined below). As used herein, “Conversion Shares” means the shares of Common Stock into which the Notes are convertible, and each Conversion Share will have attached thereto the right to purchase one one-hundredth (0.01) of a share of the Series A Junior Participating Preferred Stock of the Company (each, a “Right”), issuable by the Company pursuant to the Rights Agreement by and between the Company and Mellon Investor Services LLC, as rights agent, dated as of September 18, 2002. The Notes will be issued pursuant to an indenture (the “Indenture”) to be dated as of the First Delivery Date (as defined in Section 2(a)), between the Company and The Bank of New York Trust Company, a national banking association duly organized under the law of the United States (the “
