INDENTURE between NEKTAR THERAPEUTICS, as Issuer and J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION as Trustee 3% CONVERTIBLE SUBORDINATED NOTES DUE 2010 Dated as of June 30, 2003Indenture • July 2nd, 2003 • Nektar Therapeutics • Pharmaceutical preparations • New York
INDENTURE, dated as of June 30, 2003, between NEKTAR THERAPEUTICS, a corporation duly organized and existing under the laws of the State of Delaware, having its principal office at 150 Industrial Road, San Carlos, California 94070 (the “Company”), and J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as Trustee (the “Trustee”), having its principal corporate trust office at 560 Mission Street, 13th Floor, San Francisco, California 94105.
PLEDGE AGREEMENTPledge Agreement • July 2nd, 2003 • Nektar Therapeutics • Pharmaceutical preparations • New York
This PLEDGE AGREEMENT (this “Agreement”) is made and entered into as of June 30, 2003 by and among NEKTAR THERAPEUTICS, a Delaware corporation (the “Grantor”), having its principal executive offices at 150 Industrial Road, San Carlos, California 94070 and J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION (“J.P. Morgan”), having an office at 560 Mission Street, 13th Floor, San Francisco, California 94105, (i) in its capacity as trustee (the “Trustee”) for the holders (the “Holders”) of the Notes (as hereinafter defined) issued by the Grantor under the Indenture referred to below and (ii) in its individual capacity, as securities intermediary (in such capacity, the “Pledged Securities Intermediary”) at its office in New York c/o: J.P. Morgan Chase Bank, Institutional Trust Services, 4 New York Plaza, 15th Floor, New York, New York 10004 (the “Account Office”) with respect to the Pledge Account (as hereinafter defined). Capitalized terms used herein and not otherwise defined herein shall ha
RESALE REGISTRATION RIGHTS AGREEMENT among NEKTAR THERAPEUTICS, MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED DEUTSCHE BANK SECURITIES INC. LEHMAN BROTHERS INC. FRIEDMAN, BILLINGS, RAMSEY & CO., INC. and SG COWEN SECURITIES CORPORATION Dated as...Resale Registration Rights Agreement • July 2nd, 2003 • Nektar Therapeutics • Pharmaceutical preparations • New York
Resale Registration Rights Agreement (the “Agreement”), dated as of June 30, 2003 among Nektar Therapeutics, a Delaware corporation (together with any successor entity, herein referred to as the “Issuer”), Merrill Lynch, Pierce, Fenner & Smith Incorporated, Deutsche Bank Securities Inc., Lehman Brothers Inc., Friedman, Billings, Ramsey & Co., Inc. and SG Cowen Securities Corporation (collectively, the “Initial Purchasers”).
100,000,000 3% Convertible Subordinated Notes due 2010 PURCHASE AGREEMENTPurchase Agreement • July 2nd, 2003 • Nektar Therapeutics • Pharmaceutical preparations • New York
Nektar Therapeutics, a Delaware corporation (the “Company”), confirms its agreement with Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) and each of the other Initial Purchasers named in Schedule 1 hereto (collectively, the “Initial Purchasers,” which term shall also include any initial purchaser substituted as hereinafter provided in Section 8 hereof), for whom Merrill Lynch is acting as representative (in such capacity, the “Representative”), with respect to the issue and sale by the Company and the purchase by the Initial Purchasers, acting severally and not jointly, of the respective principal amounts set forth in said Schedule 1 of $100,000,000 aggregate principal amount of the Company’s 3% Convertible Subordinated Notes due 2010 (the “Firm Notes”), and with respect to the grant by the Company to the Initial Purchasers, acting severally and not jointly, of the option described in Section 2(b) hereof (the “Option”) to purchase all or any part of an additional $
