ContractRegistration Rights Agreement • June 24th, 2005 • Invitrogen Corp • Biological products, (no disgnostic substances) • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of June 20, 2005 by and among Invitrogen Corporation, a Delaware corporation (the “Company”), and UBS Securities LLC (“UBS”) and Banc of America Securities LLC (“BoA”) (each an “Initial Purchaser” and together, the “Initial Purchasers”). The Company proposes to issue and sell to the Initial Purchasers (the “Initial Placement”) $325,000,000 in aggregate principal amount of its 3.25% Convertible Senior Notes due 2025 (the “Firm Convertible Notes”). The Company also proposes to issue and sell to the Initial Purchasers not more than $25,000,000 in aggregate principal amount of its 3.25% Convertible Senior Notes due 2025 (the “Additional Convertible Notes” and, together with the Firm Convertible Notes, the “Notes”) to cover over-allotments. As an inducement to the Initial Purchasers to enter into the purchase agreement, dated as of June 14, 2005 (the “Purchase Agreement”), and in satisfaction of a condition to
