THIS AGREEMENT IS NOT AN OFFER WITH RESPECT TO ANY SECURITIES OR A SOLICITATION OF ANY KIND. SUCH AN OFFER OR SOLICITATION WILL BE MADE ONLY IN COMPLIANCE WITH ALL APPLICABLE SECURITIES LAWS RESTRUCTURING SUPPORT AGREEMENTRestructuring Support Agreement • April 7th, 2009 • EPIX Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
RESTRUCTURING SUPPORT AGREEMENT, dated as of April 6, 2009, by and among EPIX Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and (i) each of the undersigned beneficial owners of (or investment managers or advisors for accounts or funds that beneficially own) Notes (as defined below), and (ii) each other beneficial owner of (or investment manager or advisor for accounts or funds that beneficially own) Notes that executes a counterpart signature page to this Agreement after the date of this Agreement as provided herein (together with their applicable transferees, successors and assigns, each a “Noteholder” and, collectively, the “Noteholders”).
CONTINGENT VALUE RIGHTS AGREEMENTContingent Value Rights Agreement • April 7th, 2009 • EPIX Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
CONTINGENT VALUE RIGHTS AGREEMENT (this “Agreement”) dated as of [ ], 2009, by and among EPIX Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and U.S. Bank National Association, a national banking association organized under the laws of the United States, as Rights Agent (the “Rights Agent”), in favor of each person (a “Holder”) who from time to time holds one or more contingent value rights (the “CVRs”) to receive contingent payments, in the amounts and subject to the terms and conditions set forth herein.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 7th, 2009 • EPIX Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”) dated as of [ ], 2009, by and among EPIX Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and the holders listed on Schedule I hereto (each a “Stockholder” and, collectively, the “Stockholders”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”).
