FORM OF GLOBAL SECURITY REPRESENTING 6.25% CONVERTIBLE SENIOR NOTES DUE 2008



 EXHIBIT 4.2 
  

[FORM OF FACE OF GLOBAL SECURITY] 
  
 UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE
& CO., HAS AN INTEREST HEREIN. 
  
 TRANSFERS OF THIS GLOBAL
SECURITY SHALL BE LIMITED TO TRANSFERS TO NOMINEES OF THE DEPOSITORY TRUST COMPANY, OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH
THE RESTRICTIONS SET FORTH IN ARTICLE TWO OF THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. 
  
 THE SECURITY EVIDENCED BY THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD EXCEPT AS
SET FORTH IN THE FOLLOWING SENTENCE, BY ACQUISITION HEREOF, THE HOLDER: 
  

	 	(1)	 	REPRESENTS THAT IT IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT; 

  

	 	(2)	 	AGREES THAT IT WILL NOT WITHIN TWO YEARS AFTER THE ORIGINAL ISSUANCE OF THIS SECURITY RESELL OR OTHERWISE TRANSFER THE SECURITY EVIDENCED HEREBY OR THE COMMON STOCK ISSUABLE UPON
CONVERSION OF SUCH SECURITY EXCEPT (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) TO A NON-U.S. PERSON OUTSIDE THE UNITED STATES IN COMPLIANCE WITH
REGULATION S UNDER THE SECURITIES ACT, (D) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT, IF AVAILABLE, (E) TO AN INSTITUTIONAL INVESTOR THAT IS AN ACCREDITED INVESTOR WITHIN THE MEANING OF RULE 501(a)(1),
(2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT, IF AVAILABLE, OR (F) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT AND
WHICH CONTINUES TO BE EFFECTIVE AT THE TIME OF SUCH TRANSFER; AND 

  

	 	(3)	 	AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THE SECURITY EVIDENCED HEREBY IS TRANSFERRED (OTHER THAN A TRANSFER PURSUANT TO CLAUSE 2(F) ABOVE) A NOTICE SUBSTANTIALLY TO THE
EFFECT OF THIS LEGEND. 

  
 The foregoing legend may
be removed from this Security on satisfaction of the conditions specified in the Indenture. 







 INDEVUS PHARMACEUTICALS, INC. 
  
 6.25% Convertible Senior Notes due 2008 
  

	 No.:                          
	 	 CUSIP:  454072 AA 7

	 Issue Date: July 16, 2003
	 	 ISIN:  US454072AA75
 Principal Amount:  $                                
    


  
 INDEVUS
PHARMACEUTICALS, INC., a Delaware corporation, promises to pay to Cede & Co. or registered assigns, the principal amount of
[                     dollars ($            )] on July 15, 2008.

  
 Interest Payment Dates:  January 15 and July 15,
commencing January 15, 2004. 
  
 Record Dates:  January
1 and July 1. 
  
 Reference is hereby made to the further
provisions of this Security set forth on the reverse side of this Security, which further provisions shall for all purposes have the same effect as if set forth at this place. 
  
 IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its corporate seal. 
  

	 Dated:             ,
200    
	 	 INDEVUS PHARMACEUTICALS, INC.

			
	 	 	 By:
	 	  


	 	 	 Title:
	 	


  
 TRUSTEE’S CERTIFICATE OF
AUTHENTICATION 
  
 THE BANK OF NEW YORK, 
 as Trustee, certifies that this is one 
 of the Securities referred to in the

 within-mentioned Indenture. 
  

	 By
	 	  


	Authorized Signatory
	
	 Dated:             , 200    









 [FORM OF REVERSE OF GLOBAL SECURITY] 
  
 6.25% Convertible Senior Notes due 2008 
  
 This Security is one of a duly authorized issue of the 6.25% Convertible Senior Notes due 2008 (the “Securities”)
of Indevus Pharmaceuticals, Inc., a Delaware corporation (including any successor corporation under the Indenture hereinafter referred to, the “Company”), issued under an Indenture, dated as of July 16, 2003 (the “Indenture”),
between the Company and The Bank of New York, as trustee (the “Trustee”). The terms of the Security include those stated in the Indenture, those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended
(“TIA”), and those set forth in this Security. This Security is subject to all such terms, and Holders are referred to the Indenture and the TIA for a statement of all such terms. To the extent permitted by applicable law, in the event of
any inconsistency between the terms of this Security and the terms of the Indenture, the terms of the Indenture shall control. Capitalized terms used but not defined herein have the meanings assigned to them in the Indenture referred to below unless
otherwise indicated. 
  
 1.    Interest 
  
 The
Company promises to pay Interest on the principal amount of the Securities at the interest rate of 6.25% (the “Interest Rate”) from the date of issuance until repayment in full at July 15, 2008, or until an earlier conversion, redemption
or repurchase. The Company will pay Interest on this Security semi-annually in arrears on January 15 and July 15 of each year (each, an “interest payment date”), commencing January 15, 2004. 
  
 The Securities shall bear interest from July 16, 2003 until the principal
amount thereof is paid or made available for payment, or until such date on which the Securities are converted, redeemed or purchased as provided herein at a rate of 6.25% per annum. 
  
 Interest on the Securities shall be computed (i) for any full semi-annual period for which a particular Interest Rate is
applicable, on the basis of a 360-day year of twelve 30-day months and (ii) for any period for which a particular Interest Rate is applicable for less than a full semiannual period for which Interest is calculated, on the basis of a 30-day month
and, for such periods of less than a month, the actual number of days elapsed over a 30-day month. 
  
 If this Security is redeemed or repurchased by the Company on a date that is after the record date and prior to the corresponding interest payment date,
interest and Additional Amounts, if any, accrued and unpaid hereon to but not including the applicable Redemption Date or Change of Control Purchase Date, as the case may be, will be paid to the same Holder to whom the Company pays the principal of
this Security. 
  
 Interest on Securities converted after a record
date but prior to the corresponding interest payment date will be paid to the Holder of the Securities on the record date but, upon conversion, the Holder must pay the Company the interest and Additional Amounts, if any, which have accrued and will
be paid on such interest payment date; provided, that no such payment need be made with respect to Securities which will be redeemed by the Company after a record date and prior to the third Business Day after the corresponding interest
payment date. 
  
 If the principal amount hereof or any portion of
such principal amount or any interest, including Additional Amounts, if any, on any Security is not paid when due (whether upon acceleration pursuant to Section 6.2 of the Indenture, upon the date set for payment of the Redemption Price pursuant to
Section 5 hereof or the Change of Control Purchase Price pursuant to Section 6 hereof or upon the Stated Maturity of this Security), then in each such case the overdue amount shall, to the extent permitted by law, bear interest at the Interest Rate,
compounded semi-annually, which interest shall accrue from the date on which such overdue amount was originally due to the date of payment of such amount, including interest thereon, has been made or duly provided for. All such interest shall be
payable on demand. 
  
 2.    Method of Payment. 
  
 Except as provided below, interest will be paid (i) on the Global Securities to The Depository Trust Company (“DTC”) or its nominee in immediately available funds, (ii) on any definitive Securities having an 








 
aggregate principal amount of $5,000,000 or less, by check mailed to the Holders of such Securities; and (iii) on any definitive Securities having an
aggregate principal amount of more than $5,000,000, by wire transfer in immediately available funds at the election of the Holders of such Securities. 
  
 At Stated Maturity the Company will pay interest on definitive Securities at the Company’s office or agency in New York City, which initially will be
the Corporate Trust Office of the Trustee in New York City. 
  
 Principal on Global Securities will be paid to DTC or its nominee in immediately available funds. Principal on definitive Securities will be payable, upon Stated Maturity or when due, at the office or agency of the Company in New York City,
maintained for such purpose, initially the Corporate Trust Office of the Trustee in New York City. 
  
 Subject to the terms and conditions of the Indenture, the Company will make payments in cash in respect of Redemption Prices, Change of Control Purchase
Prices and at Stated Maturity to Holders who surrender Securities to a Paying Agent to collect such payments in respect of the Securities. The Company will pay cash amounts in money of the United States that at the time of payment is legal tender
for payment of public and private debts. However, the Company may make such cash payments by check payable in such money. 
  
 3.    Paying Agent, Conversion Agent and Registrar. 
  
 Initially, The Bank of New York (the “Trustee”) will act as Paying
Agent, Conversion Agent and Registrar. The Company may appoint and change any Paying Agent, Conversion Agent or Registrar without notice, other than notice to the Trustee; provided that the Company will maintain at least one Paying Agent in the
State of New York, City of New York, Borough of Manhattan, which shall initially be an office or agency of the Trustee. The Company or any of its Subsidiaries or any of their Affiliates may act as Paying Agent, Conversion Agent or Registrar.

  
 4.    Indenture.

  
 The Securities are senior unsecured obligations of the
Company limited to $60,000,000 aggregate principal amount (up to $72,000,000 aggregate principal amount if the Initial Purchasers exercise their option to purchase up to $12,000,000 aggregate principal amount of additional Securities). The Indenture
does not limit other indebtedness of the Company, secured or unsecured. 
  
 5.    Redemption at the Option of the Company. 
  
 No sinking fund is provided for the Securities. The Securities are not redeemable by the Company prior to July 20, 2006. The Securities are redeemable for
cash at the option of the Company, in whole or in part, at any time or from time to time, on or after July 20, 2006 upon not less than 30 nor more than 60 days’ notice (the “Redemption Notice”) by mail for a redemption price equal to
the principal amount of those Securities plus accrued and unpaid interest, including Additional Amounts, if any, up to the Redemption Date (the “Redemption Price”); provided, that the Current Market Value for the Common Stock equals or
exceeds 150% of the Conversion Price in then in effect for at least 20 Trading Days in any consecutive 30 Trading Day period ending on the Trading Day prior to the date of the mailing of the Redemption Notice by the Company. The term “Current
Market Value”, for any Trading Day, shall mean the Sale Price of the Common Stock, as reported on the Nasdaq Stock Market or the principal national securities exchange or inter-dealer quotation system on which the Common Stock is then listed,
on such Trading Day. 
  
 6.    Purchase By the Company at the Option of the Holder. 
  
 At the option of the Holder and subject to the terms and conditions of the Indenture, the Company shall become obligated to offer to purchase the
Securities held by such Holder within 30 days after the occurrence of a Change of Control of the Company for a Change of Control Purchase Price equal to the principal amount plus accrued and unpaid interest, including Additional Amounts, if any, of
such Security on the Change of Control Purchase Date. The Change of Control Purchase Date shall be within 30 days of the Company’s delivery of the notice described in the preceding sentence. The Change of Control Purchase Price shall be paid in
cash. 







 Holders have the right to withdraw any Change of Control Purchase Notice, as the case may be, by
delivering to the Paying Agent a written notice of withdrawal in accordance with the provisions of the Indenture. 
  
 If cash sufficient to pay the Change of Control Purchase Price of all Securities or portions thereof to be purchased as of the Change of Control Purchase
Date, is deposited with the Paying Agent, on the Business Day following the Change of Control Purchase Date, interest will cease to accrue on such Securities (or portions thereof) immediately after such Change of Control Purchase Date, and the
Holder thereof shall have no other rights as such other than the right to receive the Change of Control Purchase Price upon surrender of such Security. 
  
 7.    Notice of Redemption. 
  
 Notice of redemption pursuant to Section 5 of this Security will be mailed at least 30 days but not more than 60 days before
the Redemption Date to each Holder of Securities to be redeemed at the Holder’s registered address. If money sufficient to pay the Redemption Price of all Securities (or portions thereof) to be redeemed on the Redemption Date is deposited with
the Paying Agent prior to or on the Redemption Date, immediately after such Redemption Date interest ceases to accrue on such Securities or portions thereof. Securities in denominations larger than $1,000 of principal amount may be redeemed in part
but only in integral multiples of $1,000 of principal amount. 
  
 8.    Conversion. 
  
 Subject to and in compliance with the provisions of the Indenture, a Holder is entitled, at such Holder’s option, to convert the Holder’s Security (or any portion of the principal amount thereof that is
$1,000 or an integral multiple $1,000), into fully paid and nonassessable shares of Common Stock at the Conversion Price in effect at the time of conversion. 
  
 A Security in respect of which a Holder has delivered a Change of Control Purchase Notice, exercising the option of such Holder to require the Company to
purchase such Security, may be converted only if such Change of Control Purchase Notice is withdrawn in accordance with the terms of the Indenture. 
  
 The initial Conversion Price is $6.656, subject to adjustment in certain events described in the Indenture. A Holder that surrenders Securities for
conversion will receive cash or a check in lieu of any fractional share of Common Stock. 
  
 To surrender a Security for conversion, a Holder must (1) complete and manually sign the conversion notice below (or complete and manually sign a facsimile of such notice) and deliver such notice to the Conversion
Agent, (2) surrender the Security to the Conversion Agent, (3) furnish appropriate endorsements and transfer documents and (4) pay any transfer or similar tax, if required by the Indenture. 
  
 No fractional shares of Common Stock shall be issued upon conversion of any
Security. Instead of any fractional share of Common Stock that would otherwise be issued upon conversion of such Security, the Company shall pay a cash adjustment as provided in the Indenture. 
  
 If the Company (i) is a party to a consolidation, merger or binding share
exchange, (ii) reclassifies the Common Stock or (iii) conveys, transfers or leases its properties and assets substantially as an entirety to any Person, the right to convert a Security into shares of Common Stock may be changed into a right to
convert it into securities, cash or other assets of the Company or such other Person, in each case in accordance with the Indenture. 
  
 9.    Denominations; Transfer; Exchange. 
  
 The Securities are in fully registered form, without coupons, in denominations of $1,000 of principal amount and integral
multiples of $1,000. A Holder may transfer or exchange Securities in accordance with the Indenture. The Registrar may require a Holder, among other things, to furnish appropriate endorsements and 








 
transfer documents and to pay any taxes and fees required by law or permitted by the Indenture. The Registrar need not transfer or exchange any Securities
selected for redemption (except, in the case of a Security to be redeemed in part, the portion of the Security not to be redeemed) or any Securities in respect of which a Purchase Notice or Change of Control Purchase Notice has been given and not
withdrawn (except, in the case of a Security to be purchased in part, the portion of the Security not to be purchased) or any Securities for a period of 15 days before the mailing of a notice of redemption of Securities to be redeemed. 

 
 10.    Persons Deemed Owners.

  
 The registered Holder of this Security may be treated as the
owner of this Security for all purposes. 
  
 11.    Unclaimed Money or Securities. 
  
 The Trustee and the Paying Agent shall return to the Company upon written request any money held by them for the payment of any amount with respect to the Securities that remains unclaimed for two years, subject to
applicable unclaimed property law. After return to the Company, Holders entitled to the money or securities must look to the Company for payment as general creditors unless an applicable abandoned property law designates another Person. 

 
 12.    Amendment; Waiver.

  
 Subject to certain exceptions set forth in the Indenture, (i)
the Indenture or the Securities may be amended with the written consent of the Holders of at least a majority in aggregate principal amount of the outstanding Securities and (ii) certain Defaults may be waived with the written consent of the Holders
of a majority in aggregate principal amount of the outstanding Securities. The Indenture and the Securities may also be amended by the Company and the Trustee, without the consent of any Holder, in certain circumstances set forth in the Indenture;
provided, that certain provisions of the Indenture and the Securities may not be amended without the consent of each affected Holder. 
  
 13.    Defaults and Remedies. 
  
 If any Event of Default with respect to Securities shall occur and be continuing, the principal of all the Securities may be
declared due and payable in the manner and with the effect provided in the Indenture. 
  
 14.    Trustee Dealings with the Company. 
  
 Subject to certain limitations imposed by the TIA, the Trustee under the Indenture, in its individual or any other capacity,
may become the owner or pledgee of Securities and may otherwise deal with and collect obligations owed to it by the Company or its Affiliates and may otherwise deal with the Company or its Affiliates with the same rights it would have if it were not
Trustee. 
  
 15.    No
Recourse Against Others. 
  
 A director, officer, employee or
shareholder, as such, of the Company shall not have any liability for any obligations of the Company under the Securities or the Indenture or for any claim based on, in respect of or by reason of such obligations or their creation. By accepting a
Security, each Securityholder waives and releases all such liability. The waiver and release are part of the consideration for the issue of the Securities. 
  
 16.    Authentication. 
  
 This Security shall not be valid until an authorized signatory of the Trustee manually signs the Trustee’s Certificate
of Authentication on the other side of this Security. 







 17.    Abbreviations. 
  
 Customary abbreviations may be used in the name of a Securityholder or an
assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants by the entireties), JT TEN (=joint tenants with right of survivorship and not as tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift to Minors Act). 
  
 18.    GOVERNING LAW. 

 
 THIS SECURITY AND THE INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 
  
 The
Company will furnish to any Securityholder upon written request and without charge a copy of the Indenture which has in it the text of this Security in larger type. Requests may be made to: 
  
 INDEVUS PHARMACEUTICALS, INC. 
 One Ledgemont Center 
 99 Hayden Avenue

 Lexington, MA 02421-7966 
 Attn:  Investor Relations 
 Facsimile No.:  (781) 861-8444 
  
 19.    Registration Rights.

  
 The Holders of the Securities are entitled to the benefits of
a Resale Registration Rights Agreement, dated as of July 16, 2003, between the Company, Lehman Brothers Inc., and Wachovia Capital Markets, LLC, including the receipt of Additional Amounts upon a registration default (as defined in such agreement).









			
	ASSIGNMENT FORM	 	 	 	CONVERSION NOTICE
	

	To assign this Security, fill in the form below:	 	 	 	To convert this Security into Common Stock of the Company, check the box   ̈
	

	 I or we assign and transfer this Security to
                                       
                                        
            
                                       
                                        
            
 (Insert assignee’s soc. sec. or tax ID no.)
                                       
                                        
            
                                       
                                        
            
                                       
                                        
            
 (Print or type assignee’s name, address and zip code)
  
 and irrevocably appoint
  
                                       
                                    agent to
 transfer this Security on the books of the Company. The agent may substitute another to act for him.
	 	 	 	 To convert only part of this Security, state the principal amount to be converted (which must be $1,000 or an integral multiple of
$1,000):
  
 $                                      
                                        
         
  
 If you want the stock
certificate made out in another person’s name fill in the form below:
                                       
                                        
            
                                       
                                        
            
 (Insert the other person’s soc. sec. tax ID no.)
  
                                       
                                        
            
                                       
                                        
            
                                       
                                        
            
                                       
                                        
            
                                       
                                        
            
 (Print or type other person’s name, address and zip
code)


  
  
 Date:                                     
       Your Signature
                                        
                                        
     
  
  

 (Sign exactly as your name appears on the other side of this Security) 
  
  
 Signature Guaranteed 
  

 Participant in a Recognized
Signature Guarantee Medallion Program 

				
	 By:
	 	  

	 	 	 	 
	 	 	 Authorized Signatory
	 	 	 	 








 SCHEDULE OF INCREASES AND DECREASES OF GLOBAL SECURITY 
  
 Initial Principal Amount of Global Security:
             ($            ). 
  

					
	Date	 	Amount of
Increase in
Principal
Amount of
Global Security	 	Amount of
Decrease in
Principal
Amount of
Global Security	 	Principal
Amount of
Global Security
After Increase or
Decrease	 	Notation by
Registrar or
Security
Custodian