INVITROGEN CORPORATION Principal AmountPurchase Agreement • May 19th, 2004 • Invitrogen Corp • Biological products, (no disgnostic substances) • New York
Invitrogen Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to UBS SECURITIES LLC (“UBS”) and Bear, Stearns & Co. Inc. (each an “Initial Purchaser” and, collectively, the “Initial Purchasers”) an aggregate of $450,000,000 in principal amount of its 1.5% Convertible Senior Notes due 2024 (the “Firm Notes”), subject to the terms and conditions set forth herein. The Company also proposes to issue and sell to the Initial Purchasers not more than an additional $67,500,000 principal amount of its 1.5% Convertible Senior Notes due 2024 (the “Additional Notes”), if requested by the Initial Purchasers as provided in Section 2 hereof. The Firm Notes and the Additional Notes are herein collectively referred to as the “Notes”. The Notes are to be issued pursuant to the provisions of an indenture (the “Indenture”), to be dated as of the Closing Date (as defined below), between the Company, and U.S. Bank National Association, as trustee (the “Trustee”), pursuant to whi
