PENWEST PHARMACEUTICALS CO. SECURITIES PURCHASE AGREEMENT March 5, 2008Securities Purchase Agreement • March 6th, 2008 • Penwest Pharmaceuticals Co • Pharmaceutical preparations • New York
This Securities Purchase Agreement (the “Agreement”) is made as of March 5, 2008, by and among Penwest Pharmaceuticals Co., a Washington corporation (the “Company”), with its principal office at 39 Old Ridgebury Road, Suite 11, Danbury, Connecticut 06810, and the persons listed on the Schedule of Purchasers attached hereto as Exhibit A (the “Purchasers”).
AMENDMENT TO RIGHTS AGREEMENTRights Agreement • March 6th, 2008 • Penwest Pharmaceuticals Co • Pharmaceutical preparations • New York
This AMENDMENT NO. 1 TO RIGHTS AGREEMENT (the “Amendment”) is entered into as of March 5, 2008, between Penwest Pharmaceuticals Co., a Washington corporation (the “Company”), and Mellon Investor Services LLC, a New Jersey limited liability company, as Rights Agent (the “Rights Agent”). Capitalized terms not otherwise defined herein shall have the meanings given them in the Rights Agreement, dated as of July 27, 1998 (the “Rights Agreement”), between the parties hereto.
ContractWarrant Agreement • March 6th, 2008 • Penwest Pharmaceuticals Co • Pharmaceutical preparations • New York
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL SUCH WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE PURSUANT TO THE WARRANT ARE REGISTERED UNDER SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY IS OBTAINED TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED.
