0001047469-03-030404 Sample Contracts

Standard Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • September 11th, 2003 • Protein Design Labs Inc/De • Biological products, (no disgnostic substances) • New York

This Registration Rights Agreement (the “Agreement”) is made and entered into as of July 14, 2003, by and between Protein Design Labs, Inc., a Delaware corporation (the “Company”), and UBS Securities LLC and the other Initial Purchasers named in the Purchase Agreement referred to below (collectively, the “Initial Purchasers”) pursuant to that certain Purchase Agreement, dated as of July 9, 2003 (the “Purchase Agreement”) among the Company and the Initial Purchasers.

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Indenture • September 11th, 2003 • Protein Design Labs Inc/De • Biological products, (no disgnostic substances) • New York

INDENTURE, dated as of July 14, 2003 between Protein Design Labs, Inc., a Delaware corporation (the “Company”), and J.P. Morgan Trust Company, National Association, a national banking association, as trustee (the “Trustee”).

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