PLEDGE AGREEMENTPledge Agreement • August 9th, 2004 • Oscient Pharmaceuticals Corp • In vitro & in vivo diagnostic substances • New York
PLEDGE AGREEMENT, dated as of May 10, 2004 (this “Agreement”), by and among Oscient Pharmaceuticals Corporation, a corporation duly organized and existing under the laws of the Commonwealth of Massachusetts (the “Grantor”), having its principal office at 100 Beaver Street, Waltham, MA 02453, and U.S. Bank National Association (“U.S. Bank”), a national banking association, (i) in its capacity as trustee (the “Trustee”) for the holders (the “Holders”) of the Securities (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 at One Federal Street, 3rd Floor, Boston, Massachusetts 02110 (the “Account Office”) with respect to the Pledge Account (as hereinafter defined). Capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in the Indenture.
OSCIENT PHARMACEUTICALS CORPORATION as Issuer and U.S. BANK NATIONAL ASSOCIATION as TrusteeIndenture • August 9th, 2004 • Oscient Pharmaceuticals Corp • In vitro & in vivo diagnostic substances • New York
INDENTURE, dated as of May 10, 2004, between Oscient Pharmaceuticals Corporation, a corporation duly organized and existing under the laws of the Commonwealth of Massachusetts, as Issuer (the “Company”), having its principal office at 100 Beaver Street, Waltham, MA 02453 and U.S. Bank National Association, a national banking association, as Trustee (the “Trustee”).
OSCIENT PHARMACEUTICALS CORPORATION 3½% Senior Convertible Notes due 2011 REGISTRATION RIGHTS AGREEMENT May 10, 2004Registration Rights Agreement • August 9th, 2004 • Oscient Pharmaceuticals Corp • In vitro & in vivo diagnostic substances • New York
Oscient Pharmaceuticals Corporation, a Massachusetts corporation (the “Company”), proposes to issue and sell (such issuance and sale, the “Initial Placement”) to the Initial Purchasers (as defined below), upon the terms set forth in a purchase agreement, dated May 4, 2004 (the “Purchase Agreement”), $125,000,000 aggregate principal amount, plus an option (the “Option”) to purchase up to an additional $18,750,000 aggregate principal amount, of its 3½% Senior Convertible Notes due 2011 (the “Securities”). The Securities will be convertible into shares of Common Stock (as defined herein), at the conversion price set forth in the Offering Memorandum (as defined herein), as the same may be adjusted from time to time pursuant to the Indenture (as defined herein). As an inducement to you to enter into the Purchase Agreement and in satisfaction of a condition to your obligations thereunder, the Company agrees with you, (i) for your benefit and (ii) for the benefit of the Holders (as defined he
