CV THERAPEUTICS, INC. as Issuer and WELLS FARGO BANK, NATIONAL ASSOCIATION as Trustee INDENTURE Dated as of July 1, 2005 3¼% SENIOR SUBORDINATED CONVERTIBLE NOTES DUE 2013Indenture • July 6th, 2005 • Cv Therapeutics Inc • Biological products, (no disgnostic substances) • New York
INDENTURE, dated as of July 1, 2005, 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 • July 6th, 2005 • Cv Therapeutics Inc • Biological products, (no disgnostic substances) • New York
THIS PLEDGE AND ESCROW AGREEMENT (this “Agreement”), dated as of July 1, 2005, 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”).
PURCHASE AGREEMENTPurchase Agreement • July 6th, 2005 • Cv Therapeutics Inc • Biological products, (no disgnostic substances) • New York
The Company understands that the Underwriters propose to make a public offering of the Securities as soon as the Representatives deem(s) advisable after this Agreement has been executed and delivered.
