0001104659-03-023169 Sample Contracts

PLEDGE AGREEMENT
Pledge Agreement • October 20th, 2003 • Nektar Therapeutics • Pharmaceutical preparations • New York

This PLEDGE AGREEMENT (this “Agreement”) is made and entered into as of October 9, 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

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EXCHANGE AGREEMENT
Exchange Agreement • October 20th, 2003 • Nektar Therapeutics • Pharmaceutical preparations • New York

This Exchange Agreement (the “Agreement”) is made and entered into as of October 10, 2003, by and between Nektar Therapeutics, a Delaware corporation (the “Company”) and Alexandra Global Master Fund Ltd. (the “Holder”).

FIRST SUPPLEMENTAL INDENTURE
First Supplemental Indenture • October 20th, 2003 • Nektar Therapeutics • Pharmaceutical preparations • New York

FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”) dated as of October 17, 2003, by and among NEKTAR THERAPEUTICS, a Delaware corporation, as issuer (the “Company”), and J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION, as trustee under the Indenture referred to below (the “Trustee”).

AMENDMENT NO. 1 TO EXCHANGE AGREEMENT
Exchange Agreement • October 20th, 2003 • Nektar Therapeutics • Pharmaceutical preparations

This Amendment Number 1 (the “Amendment”) is made and entered into as of October 16, 2003, by and between NEKTAR THERAPEUTICS, a Delaware corporation (the “Company”) and ALEXANDRA GLOBAL MASTER FUND LTD. (the “Holder”).

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