2¾% SENIOR SUBORDINATED CONVERTIBLE NOTES DUE 2012Indenture • August 6th, 2004 • Cv Therapeutics Inc • Biological products, (no disgnostic substances) • New York
INDENTURE, dated as of May 18, 2004, between CV THERAPEUTICS, INC., a corporation duly organized and existing under the laws of the State of Delaware, having its principal office at 3172 Porter Drive, Palo Alto, California 94304 (the “Issuer” or the “Company”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee (the “Trustee”), having its principal corporate trust office at Sixth & Marquette, MAC N9303-120, Minneapolis, MN 55479.
PLEDGE AND ESCROW AGREEMENT by and amongPledge and Escrow Agreement • August 6th, 2004 • Cv Therapeutics Inc • Biological products, (no disgnostic substances) • New York
THIS PLEDGE AND ESCROW AGREEMENT (this “Agreement”), dated as of May 18, 2004, is by and among CV Therapeutics, Inc. (the “Company”), Wells Fargo Bank, National Association, as trustee under the Indenture referred to below (the “Trustee”), and Wells Fargo Bank, National Association, in its capacity as escrow agent (the “Escrow Agent”).
CV THERAPEUTICS, INC. (a Delaware corporation) 2¾% Senior Subordinated Convertible Notes due 2012 PURCHASE AGREEMENT Dated: May 12, 2004Purchase Agreement • August 6th, 2004 • Cv Therapeutics Inc • Biological products, (no disgnostic substances) • New York
The Securities are convertible into shares (the “Shares”) of common stock of the Company (the “Common Stock”) in accordance with the terms of the Securities and the Indenture, at the initial conversion price specified in Schedule B hereto.
REGISTRATION RIGHTS AGREEMENT by and amongRegistration Rights Agreement • August 6th, 2004 • Cv Therapeutics Inc • Biological products, (no disgnostic substances) • New York
Registration Rights Agreement (this “Agreement”), dated as of May 18, 2004, by and among CV Therapeutics, Inc., a Delaware corporation (together with any successor entity, the “Issuer”) and Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) and Citigroup Global Markets Inc., Deutsche Bank Securities Inc., First Albany Capital Inc., J.P. Morgan Securities Inc., Needham & Company, Inc., Piper Jaffray & Co. and SG Cowen & Co., LLC (each, an “Initial Purchaser” and collectively, the “Initial Purchasers”).
