Form of Exchange AgreementForm of Exchange Agreement • December 20th, 2016 • Ionis Pharmaceuticals Inc • Pharmaceutical preparations • New York
Contract Type FiledDecember 20th, 2016 Company Industry JurisdictionIonis Pharmaceuticals, Inc. (f/k/a Isis Pharmaceuticals, Inc.), a Delaware corporation (the “Company”), is offering a new issuance of its outstanding 1.00% Convertible Senior Notes due 2021 (CUSIP 464337 AJ3 and ISIN US464337AJ35) (the “New Notes”) in exchange (the “Exchange”) for its outstanding 2.75% Convertible Senior Notes due 2019 (CUSIP 464337 AG9 and ISIN US464337AG95) (the “Old Notes”) as set forth on Annex A hereto. The undersigned is a beneficial owner (the “Investor”) of Old Notes issued by the Company and shall participate in the Exchange subject to the terms and conditions set forth in this agreement (the “Exchange Agreement”).