INDENTURE between NEKTAR THERAPEUTICS, as Issuer and J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION as Trustee 3.25% CONVERTIBLE SUBORDINATED NOTES DUE 2012 Dated as of September 28, 2005Indenture • September 28th, 2005 • Nektar Therapeutics • Pharmaceutical preparations • New York
INDENTURE, dated as of September 28, 2005, between NEKTAR THERAPEUTICS, a corporation duly organized and existing under the laws of the State of Delaware, having its principal office at 150 Industrial Road, San Carlos, California 94070 (the “Company”), and J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as Trustee (the “Trustee”), having its principal corporate trust office at 600 Travis Street, Suite 1150, Houston, Texas 77002.
NEKTAR THERAPEUTICS (a Delaware corporation) PURCHASE AGREEMENTPurchase Agreement • September 28th, 2005 • Nektar Therapeutics • Pharmaceutical preparations • New York
The Notes will be convertible into fully paid, nonassessable shares of common stock of the Company, par value $0.0001 per share (the “Common Stock”), on the terms, and subject to the conditions, set forth in the Indenture (as defined below). As used herein, “Conversion Shares” means the shares of Common Stock into which the Notes are convertible. The Notes will be issued pursuant to an Indenture (the “Indenture”) to be dated as of the First Delivery Date (as defined in Section 2(a)), between the Company and J.P. Morgan Trust Company, National Association, as trustee (the “Trustee”).
REGISTRATION RIGHTS AGREEMENT among NEKTAR THERAPEUTICS, MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED LEHMAN BROTHERS INC. GOLDMAN, SACHS & CO. DEUTSCHE BANK SECURITIES INC. LEERINK SWANN & COMPANY SG COWEN & CO., LLC and SUNTRUST CAPITAL...Registration Rights Agreement • September 28th, 2005 • Nektar Therapeutics • Pharmaceutical preparations • New York
Registration Rights Agreement (the “Agreement”), dated as of September 28, 2005 among Nektar Therapeutics, a Delaware corporation (together with any successor entity, herein referred to as the “Issuer”), Merrill Lynch, Pierce, Fenner & Smith Incorporated, Lehman Brothers Inc., Goldman, Sachs & Co., Deutsche Bank Securities Inc., W.R. Hambrecht + Co, LLC, Leerink Swann & Company, SG Cowen & Co., LLC and SunTrust Capital Markets, Inc. (collectively, the “Initial Purchasers”).
