0001047469-03-035973 Sample Contracts

AMENDMENT NO. 3 TO RIGHTS AGREEMENT
Rights Agreement • November 4th, 2003 • Sicor Inc • Pharmaceutical preparations • Delaware

THIS AMENDMENT NO. 3 (this "Amendment"), dated as of October 31, 2003, between SICOR Inc. (f.k.a. Gensia Inc.), a Delaware corporation (the "Company"), and Computershare Trust Company, Inc. ("Computershare"), to the Rights Agreement dated as of March 16, 1992, as amended by Amendment No. 1 dated as of November 12, 1996, between the Company and Harris Trust and Savings Bank ("Harris") (successor agent to Mellon Investor Services, which was successor agent to ChaseMellon Shareholder Services, L.L.C., which was successor agent to First Interstate Bank Ltd.), as Rights Agent, and as further amended by Amendment No. 2 dated as of July 23, 2001, among the Company, Harris and Computershare (the "Rights Agreement").

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