0001104659-05-041261 Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • August 25th, 2005 • Isis Pharmaceuticals Inc • Pharmaceutical preparations • New York

This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of August 19, 2005, is made by and among ISIS PHARMACEUTICALS, INC., a Delaware corporation (the “Company”), and the Purchasers listed on Exhibit A hereto, together with their permitted transferees (each, a “Purchaser” and collectively, the “Purchasers”).

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ISIS PHARMACEUTICALS, INC. WARRANT TO PURCHASE COMMON STOCK
Warrant Agreement • August 25th, 2005 • Isis Pharmaceuticals Inc • Pharmaceutical preparations • New York

THIS CERTIFIES THAT, for value received, , with its principal office at , or its assigns (the “Holder”), is entitled to subscribe for and purchase at the Exercise Price (defined below) from Isis Pharmaceuticals, Inc., a Delaware corporation, with its principal office at 1896 Rutherford Road, Carlsbad, CA 92008-7208 (the “Company”) up to shares of the Common Stock of the Company (the “Common Stock”), subject to adjustment as provided herein. This Warrant is one of a series of Warrants being issued pursuant to the terms of the Securities Purchase Agreement, dated August 19, 2005, by and among the Company and the original Holder of this Warrant and the other parties named therein (the “Purchase Agreement”). Capitalized terms not otherwise defined herein shall have the respective meanings ascribed to such terms in the Purchase Agreement.

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