ICOS CORPORATION AMENDMENT NO. 1 TO RIGHTS AGREEMENTRights Agreement • September 27th, 2005 • Icos Corp / De • Pharmaceutical preparations • New York
This Amendment No. 1 to Rights Agreement (this “Amendment No. 1”) is made as of September 26, 2005 by and among ICOS Corporation, a Delaware corporation (the “Company”), ICOS Washington Corporation, a Washington corporation and wholly owned subsidiary of the Company (“ICOS WA”), and Mellon Investor Services LLC, a New Jersey limited liability company, as rights agent (the “Rights Agent”) and amends that certain Rights Agreement dated as of August 9, 2002 by and between the Company and the Rights Agent (the “Rights Agreement”). Any capitalized terms used but not specifically defined in this Amendment No. 1 shall have the meanings given those terms in the Rights Agreement.
SUPPLEMENTAL INDENTURESupplemental Indenture • September 27th, 2005 • Icos Corp / De • Pharmaceutical preparations • New York
SUPPLEMENTAL INDENTURE NO. 1, dated as of September 26, 2005 (the “Supplemental Indenture”), among ICOS CORPORATION, a corporation duly organized and existing under the laws of the State of Delaware, having its principal office at 22021 20th Avenue SE, Bothell, WA 98021 (herein called the “Company”), ICOS Washington Corporation, a corporation duly organized and existing under the laws of the state of Washington and a wholly owned subsidiary of the Company, having its principal office at 22021 20th Avenue SE, Bothell, WA 98021 (herein called the “Successor”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association organized under the laws of the United States, as Trustee hereunder (herein called the “Trustee”).
AGREEMENT AND PLAN OF MERGER BETWEEN ICOS WASHINGTON CORPORATION, A WASHINGTON CORPORATION, AND ICOS CORPORATION, A DELAWARE CORPORATIONAgreement and Plan of Merger • September 27th, 2005 • Icos Corp / De • Pharmaceutical preparations
