exv4w9



 






Exhibit 4.9




FORM OF STOCK WARRANT AGREEMENT










McKESSON CORPORATION




and












As Warrant Agent














WARRANT AGREEMENT




Dated as of ____________, ____




















 









 








TABLE OF CONTENTS1




	 	 	 	 	 
	 	 	Page	 
	ARTICLE I ISSUANCE, EXECUTION AND AUTHENTICATION OF WARRANT CERTIFICATES
	 	 	1	 
	 
	 	 	 	 
	Section 1.1 Issuance of Warrant Certificates
	 	 	1	 
	Section 1.2 Form of Warrant Certificate
	 	 	1	 
	Section 1.3 Execution and Authentication of Warrant Certificates
	 	 	2	 
	Section 1.4 Temporary Warrant Certificates
	 	 	2	 
	Section 1.5 Payment of Taxes
	 	 	3	 
	Section 1.6 Definition of Holder
	 	 	3	 
	 
	 	 	 	 
	ARTICLE II WARRANT PRICE, DURATION AND EXERCISE OF WARRANTS
	 	 	3	 
	 
	 	 	 	 
	Section 2.1 Warrant Price
	 	 	3	 
	Section 2.2 Duration of Warrants
	 	 	3	 
	Section 2.3 Exercise of Warrants
	 	 	3	 
	Section 2.4 Reservation of Shares
	 	 	4	 
	 
	 	 	 	 
	ARTICLE III OTHER TERMS OF WARRANTS
	 	 	5	 
	 
	 	 	 	 
	Section 3.1 [Call of Warrants by the Corporation
	 	 	5	 
	Section 3.2 Adjustment of Exercise Price and Number of Shares Purchasable
or Number of Warrants
	 	 	5	 
	 
	 	 	 	 
	ARTICLE IV REGISTRATION, EXCHANGE, TRANSFER AND SUBSTITUTION OF WARRANT
	 	 	8	 
	CERTIFICATES
	 	 	 	 
	 
	 	 	 	 
	Section 4.1 Registration, Exchange and Transfer of Warrant Certificates
	 	 	8	 
	Section 4.2 Mutilated, Destroyed, Lost or Stolen Warrant Certificates
	 	 	9	 
	Section 4.3 Persons Deemed Owners
	 	 	9	 
	Section 4.4 Cancellation of Warrant Certificates
	 	 	10	 
	 
	 	 	 	 
	ARTICLE V OTHER PROVISIONS RELATING TO RIGHTS
OF HOLDERS OF WARRANT CERTIFICATES
	 	 	10	 
	 
	 	 	 	 
	Section 5.1 No Rights as Stockholders Conferred by Warrants or Warrant Certificates
	 	 	10	 
	Section 5.2 Holder of Warrant Certificate May Enforce Rights
	 	 	10	 
	 
	 	 	 	 
	ARTICLE VI CONCERNING THE WARRANT AGENT
	 	 	10	 
	 
	 	 	 	 
	Section 6.1 Warrant Agent
	 	 	10	 












	1	 	The Table of Contents is not a part of the Warrant Agreement










i









 








	 	 	 	 	 
	 	 	Page	 
	Section 6.2 Conditions of Warrant Agent’s Obligations
	 	 	11	 
	Section 6.3 Resignation, Removal and Appointment of Successor
	 	 	12	 
	 
	 	 	 	 
	ARTICLE VII MISCELLANEOUS
	 	 	13	 
	 
	 	 	 	 
	Section 7.1 Consolidations and Mergers of the Corporation and Sales, Leases and
Conveyances Permitted Subject to Certain Conditions
	 	 	13	 
	Section 7.2 Rights and Duties of Successor Corporation
	 	 	13	 
	Section 7.3 Amendment
	 	 	14	 
	Section 7.4 Notices and Demands to the Corporation and Warrant Agent
	 	 	14	 
	Section 7.5 Notices to Warrant Holders
	 	 	14	 
	Section 7.6 Addresses
	 	 	15	 
	Section 7.7 Governing Law
	 	 	16	 
	Section 7.8 Delivery of Prospectus
	 	 	16	 
	Section 7.9 Obtaining of Governmental Approvals
	 	 	16	 
	Section 7.10 Persons Having Rights Under Warrant Agreement
	 	 	16	 
	Section 7.11 Headings
	 	 	16	 
	Section 7.12 Counterparts
	 	 	16	 
	Section 7.13 Inspection of Agreement
	 	 	16	 






Exhibit A - Form of Warrant Certificate




ii




 









 








     THIS WARRANT AGREEMENT, dated as of _______, ___, between McKesson Corporation, a
corporation duly organized and existing under the laws of the State of Delaware (the “Corporation”)
and ______, a [corporation] [national banking association] organized and existing under the
laws of ______, as Warrant Agent (herein called the “Warrant Agent”).



     WHEREAS, the Corporation proposes to sell [If Offered Securities and Warrants —
[title of Offered Securities being offered] (the “Offered Securities”) with] warrant certificates
(such warrant certificates and other warrant certificates issued pursuant to this Agreement herein
called the “Warrant Certificates”) evidencing one or more warrants (the “Warrants” or,
individually, a “Warrant”) each representing the right to purchase ___shares of [name of
security] (the “Stock”) [describe terms of securities including liquidation preference in the case
of preferred stock] [If common stock is issued — The term “Stock” shall include the
associated rights to purchase the Series A Junior Participating Preferred Stock.]; and



     WHEREAS, the Corporation desires the Warrant Agent to act on behalf of the Corporation, and
the Warrant Agent is willing to so act, in connection with the issuance, exchange, exercise and
replacement of the Warrant Certificates, and in this Agreement wishes to set forth, among other
things, the form and provisions of the Warrant Certificates and the terms and conditions on which
they may be issued, exchanged, exercised and replaced;




     NOW, THEREFORE, in consideration of the premises and of the mutual agreements herein
contained, the parties hereto agree as follows:



ARTICLE I




ISSUANCE, EXECUTION AND AUTHENTICATION

OF WARRANT CERTIFICATES




     Section 1.1 Issuance of Warrant Certificates. [If Warrants alone — Upon
issuance, each Warrant Certificate shall evidence one or more Warrants.] [If Offered Securities
and Warrants — Warrant Certificates shall be [initially] issued in units with the Offered
Securities and shall [not] be separately transferable [before ______, _____ (the “Detachable
Date”)]. Each such unit shall consist of a Warrant Certificate or Certificates evidencing an
aggregate of _______ Warrants.] Each Warrant evidenced thereby shall represent the right,
subject to the provisions contained herein and therein, to purchase one share of Stock.



     Section 1.2 Form of Warrant Certificate. The Warrant Certificates (including the
Form(s) of Exercise [and Assignment] to be set forth on the reverse thereof) shall be in
substantially the form set forth in Exhibit A hereto, shall be printed, lithographed or engraved on
steel engraved borders (or in any other manner determined by the officers executing such Warrant
Certificates, with the execution thereof by such officers conclusively evidencing such
determination) and may have such letters, numbers or other marks of identification and such legends
or endorsements placed thereon as may be required to comply with any law or with any rule or
regulation made pursuant thereto or
with any rule or regulation of any securities exchange on which the Warrant Certificates may
be listed or as may, consistently herewith, be determined



 









 





by the officers executing such Warrant
Certificates, with the execution thereof by such officers conclusively evidencing such
determination.




     Section 1.3 Execution and Authentication of Warrant Certificates. The Warrant
Certificates shall be executed on behalf of the Corporation by its President and Chief Executive
Officer, one of its Vice Presidents (any reference to a Vice President of the Company herein shall
be deemed to include any Vice President of the Company whether or not designated by a number or a
word or words added before or after the title “Vice President”), its Treasurer or its Controller,
under its corporate seal reproduced thereon attested to by its Secretary or any Assistant
Secretary. The signature of any of these officers on the Warrant Certificates may be manual or
facsimile.



     Warrant Certificates may be executed by the Corporation and delivered to the Warrant Agent
upon the execution of this Warrant Agreement or from time to time thereafter. The Warrant Agent
shall, upon receipt of Warrant Certificates duly executed on behalf of the Corporation,
authenticate Warrant Certificates evidencing Warrants representing the right to purchase shares of
Stock and shall deliver such Warrant Certificates to or upon the order of the Corporation.
Subsequent to such original issuance of the Warrant Certificates, the Warrant Agent shall
authenticate a Warrant Certificate only if the Warrant Certificate is issued in exchange or in
substitution for one or more previously authenticated Warrant Certificates or in connection with
their transfer, as hereinafter provided.



     Each Warrant Certificate shall be dated the date of its authentication by the Warrant Agent.



     No Warrant Certificate shall be entitled to any benefit under this Agreement or be valid or
obligatory for any purpose, and no Warrant evidenced thereby shall be exercisable, until such
Warrant Certificate has been authenticated by the manual signature of the Warrant Agent. Such
signature by the Warrant Agent upon any Warrant Certificate executed by the Corporation shall be
conclusive evidence, and the only evidence, that the Warrant Certificate so authenticated has been
duly issued hereunder.



     Warrant Certificates bearing the manual or facsimile signatures of individuals who were at the
time the proper officers of the Corporation shall bind the Corporation, notwithstanding that such
individuals or any of them have ceased to hold such offices prior to the authentication and
delivery of such Warrant Certificates or did not hold such offices at the date of such Warrant
Certificates.



     Section 1.4 Temporary Warrant Certificates. Pending the preparation of definitive
Warrant Certificates, the Corporation may execute, and upon the order of the Corporation the
Warrant Agent shall authenticate and deliver, temporary Warrant Certificates which are printed,
lithographed, typewritten, mimeographed or otherwise produced substantially of the tenor of the
definitive Warrant Certificates in lieu of which they are issued and with such appropriate
insertions, omissions, substitutions and other
variations as the officers executing such Warrant Certificates may determine, with the
execution thereof by such officers conclusively evidencing such determination.



2









 





     If temporary Warrant Certificates are issued, the Corporation will cause definitive Warrant
Certificates to be prepared without unreasonable delay. After the preparation of definitive
Warrant Certificates, the temporary Warrant Certificates shall be exchangeable for definitive
Warrant Certificates upon surrender of the temporary Warrant Certificates at the corporate trust
office of the Warrant Agent [or ______], without charge to the Holder
(as defined in Section 1.6 below). Upon surrender for cancellation of any one or more temporary
Warrant Certificates, the Corporation shall execute and the Warrant Agent shall authenticate and
deliver in exchange therefor definitive Warrant Certificates representing the same aggregate number
of Warrants. Until so exchanged, the temporary Warrant Certificates shall in all respects be
entitled to the same benefits under this Agreement as definitive Warrant Certificates.



     Section 1.5 Payment of Taxes. The Corporation will pay all stamp taxes and other
duties, if any, to which, under the laws of the United States of America or any State or political
subdivision thereof, this Agreement or the original issuance of the Warrant Certificates may be
subject.



     Section 1.6 Definition of Holder. The term “Holder” as used herein shall mean [If
Offered Securities and Warrants which are not immediately detachable — prior to the Detachable
Date, the registered owner of the Offered Security to which such Warrant Certificate was initially
attached, and, after such Detachable Date,] the person in whose name at the time such Warrant
Certificate shall be registered upon the books to be maintained by the Warrant Agent for that
purpose pursuant to Section 4.1. [If Offered Securities and Warrants which are not immediately
detachable — Prior to the Detachable Date, the Corporation will, or will cause the registrar
of the Offered Securities to, make available to the Warrant Agent current information as to Holders
of the Offered Securities.]



ARTICLE II




WARRANT PRICE, DURATION AND EXERCISE OF WARRANTS




     Section 2.1 Warrant Price. During the period set forth in Section 2.2, each Warrant
shall entitle the Holder thereof, subject to the provisions of this Agreement, to purchase from the
Corporation one share of Stock at the exercise price of $_______. Such exercise price of each
Warrant is referred to in this Agreement as the “Exercise Price.”



     Section 2.2 Duration of Warrants. Any Warrant evidenced by a Warrant Certificate may
be exercised at any time, as specified herein, on or after [the date thereof] [______, ______] and
at or before 5:00 p.m. New York City time on ______, ___(the “Expiration Date”). Each Warrant
not exercised at
or before the close of business on the Expiration Date shall become void, and all rights of
the Holder of the Warrant Certificate evidencing such Warrant under this Agreement or otherwise
shall cease.



     Section 2.3 Exercise of Warrants. (a) During the period specified in Section 2.2,
any whole number of Warrants may be exercised by surrendering the Warrant Certificate evidencing
such Warrants at the place or at the places set forth in the Warrant Certificate, with the purchase
form set forth in the Warrant Certificate duly executed, accompanied by payment in full, in lawful
money of the United States of America, [in cash or by



3









 





certified check or official bank check in New
York Clearing House funds] [by bank wire transfer in immediately available funds,] of the Exercise
Price for each Warrant exercised. The date on which payment in full of the Exercise Price for a
Warrant and the duly executed and completed Warrant Certificate are received by the Warrant Agent
shall be deemed to be the date on which such Warrant is exercised. The Warrant Agent shall deposit
all funds received by it as payment for the exercise of Warrants to the account of the Corporation
maintained with it for such purpose and shall advise the Corporation by telephone at the end of
each day on which such a payment is received of the amount so deposited to its account. The
Warrant Agent shall promptly confirm such telephonic advice to the Corporation in writing.




          (b) The Warrant Agent shall from time to time, as promptly as practicable after the exercise
of any Warrants in accordance with the terms and conditions of this Agreement and the Warrant
Certificates, advise the Corporation of (i) the number of Warrants so exercised, (ii) the
instructions of each Holder of the Warrant Certificates evidencing such Warrants with respect to
delivery of the certificate or certificates representing shares of Stock to which such Holder is
entitled upon such exercise, and instructions of such Holder as to delivery of Warrant Certificates
evidencing the balance, if any, of the Warrants remaining after such exercise, and (iii) such other
information as the Corporation shall reasonably require.



          (c) As soon as practicable after the exercise of any Warrants, the Corporation shall issue to
or upon the order of the Holder of the Warrant Certificate evidencing such Warrants, a certificate
or certificates representing the number of shares of Stock to which such Holder is entitled in such
name or names as may be directed by such Holder; and, if fewer than all of the Warrants evidenced
by such Warrant Certificate were exercised, the Corporation shall execute and an authorized officer
of the Warrant Agent shall manually authenticate and deliver a new Warrant Certificate evidencing
the number of Warrants remaining unexercised.



          (d) The Corporation shall not be required to pay any stamp or other tax or other governmental
charge required to be paid in connection with any transfer involved in the issuance of the Stock;
and in the event that any such transfer is involved, the Corporation shall not be required to issue
or deliver any shares of Stock until such tax or other charge shall have been paid or it has been
established to the Corporation’s satisfaction that no such tax or other charge is due.



     Section 2.4 Reservation of Shares. For the purpose of enabling it to satisfy any
obligation to issue shares of Stock upon exercise of Warrants, the Corporation will, at all times
through the close of business on the Expiration Date, reserve and keep available, free from
preemptive rights and out of its aggregate authorized but unissued shares of Stock, the number of
shares of Stock deliverable upon the exercise of all outstanding Warrants. In addition, so long as
the Stock is listed on a stock exchange or is quoted on an interdealer quotation system, the
Corporation will use its best efforts to list, or to be quoted, as the case may be, subject to
notice of issuance, the Stock issuable upon the exercise of the Warrants on any such stock exchange
or interdealer quotation system, as the case may be.



     The Corporation covenants that all shares of Stock issued upon exercise of the Warrants will,
upon issuance in accordance with the terms of this Agreement, be fully paid and



4









 






nonassessable and
free from all taxes, liens, charges and security interests created by or imposed upon the
Corporation with respect to the issuance and holding thereof.




ARTICLE III




OTHER TERMS OF WARRANTS




     Section 3.1 [Call of Warrants by the Corporation. If Warrants issued hereunder
are callable by the Corporation — The Corporation shall have the right to call and repurchase
any or all Warrants on or after _______, ___(the “Call Date”) and upon the occurrence of
[discuss events or circumstances under which Corporation may call the Warrants] (the “Call Terms”)
at a price of $_____  per Warrant (the “Call Price”). Notice of such Call Price, Call Date and
Call Terms shall be given to registered holders of Warrants in the manner provided in Section 7.5.]



     Section 3.2 Adjustment of Exercise Price and Number of Shares Purchasable or Number of
Warrants. The Exercise Price, the number of shares of Stock purchasable upon the exercise of
each Warrant and the number of Warrants outstanding are subject to adjustment from time to time
upon the occurrence of the events enumerated in this Section 3.2.



          (a) If the Corporation shall (i) pay a dividend in or make a distribution of shares of its
capital stock, whether shares of Stock or shares of its capital stock of any other class, (ii)
subdivide its outstanding shares of Stock, (iii) combine its outstanding shares of Preferred Stock
into a smaller number of shares of Stock or (iv) issue any shares of its capital stock in a
reclassification of the Stock (including any such reclassification in connection with a
consolidation or merger in which the Corporation is the continuing corporation), the number of
shares of Stock purchasable upon exercise of each Warrant immediately prior thereto shall be
adjusted so that the holder of each Warrant shall be entitled to receive the kind and number of
shares of Stock or other securities of the Corporation which such holder would have owned or have
been entitled to receive after the happening of any of the events described above, had such Warrant
been exercised immediately prior to the happening of such event or any record date with
respect thereto. An adjustment made pursuant to this paragraph (a) shall become effective
immediately after the effective date of such event, retroactive to immediately after the record
date, if any, for such event.




          (b) If the Corporation shall issue rights, options or warrants to all holders of its
outstanding Stock, without any charge to such holders, entitling them to subscribe for or purchase
shares of Stock at a price per share that is lower than the market price per share of Stock (as
defined in paragraph (e) below) at the record date mentioned below, the number of shares of Stock
thereafter purchasable upon the exercise of each Warrant shall be determined by multiplying the
number of shares of Stock theretofore purchasable upon exercise of each Warrant by a fraction, of
which the numerator shall be (i) the number of shares of Stock outstanding on the date of issuance
of such rights, options or warrants plus the number of additional shares of Stock offered for
subscription or purchase, and of which the denominator shall be (ii) the number of shares of Stock
outstanding on the date of issuance of such rights, options or warrants plus the number of shares
which the aggregate offering price of the total number of shares of Stock so offered would purchase
at the market price per share of Stock at




5









 








such record date. Such adjustment shall be made whenever
such rights, options or warrants are issued, and shall become effective retroactive to immediately
after the record date for the determination of stockholders entitled to receive such rights,
options or warrants. If at the end of the period during which such rights, options or warrants are
exercisable, not all rights, options or warrants shall have been exercised, the adjusted number of
shares of Stock purchasable upon exercise of the Warrants shall be immediately readjusted to what
it would have been if the adjustments made in the foregoing formula had been based on the number of
shares actually issued.




          (c) If the Corporation shall distribute to all holders of its shares of Stock evidences of its
indebtedness or assets (excluding cash dividends or distributions payable out of capital surplus
and dividends or distributions referred to in paragraph (a) above) or rights, options or warrants
or convertible or exchangeable securities containing the right to subscribe for or purchase shares
of Stock (excluding those referred to in paragraph (b) above), then in each case the number of
shares of Stock thereafter purchasable upon the exercise of each Warrant shall be determined by
multiplying the number of shares of Stock theretofore purchasable upon the exercise of each
Warrant, by a fraction, of which the numerator shall be (i) the then current market price per share
of Stock (as defined in paragraph (e) below) on the date of such distribution, and of which the
denominator shall be (ii) the then current market price per share of Stock less the then fair value
(as determined by the Board of Directors of the Corporation, whose determination shall be
conclusive) of the portion of the assets or evidences of indebtedness so distributed or of such
subscription rights, options or warrants or convertible or exchangeable securities applicable to
one share of Stock. Such adjustment shall be made whenever any such distribution is made, and
shall become effective on the date of distribution retroactive to immediately after the record date
for the determination of stockholders entitled to receive such distribution. If at the end of the
period during which such rights, options or warrants or convertible or exchangeable securities are
exercisable, not all rights, options or warrants or convertible or exchangeable securities shall
have been exercised, the adjusted number of shares of Stock purchasable upon exercise of the
Warrants shall be immediately readjusted to what it would have been if the adjustments made in the
foregoing formula had been based on the number of shares actually issued.




          (d) In the event of any capital reorganization or any reclassification of the Stock (except as
provided in paragraphs (a) through (c) above), any holder of Warrants upon exercise thereof shall
be entitled to receive, in lieu of the Stock to which he or she would have become entitled upon
exercise immediately prior to such reorganization or reclassification, the shares (of any class or
classes) or other securities or property of the Corporation that he or she would have been entitled
to receive at the same aggregate Exercise Price upon such reorganization or reclassification if his
or her Warrants had been exercised immediately prior thereto.




          (e) For the purpose of any computation under paragraphs (b) and (c) of this Section 3.02, the
current or closing market price per share of Stock at any date shall be deemed to be the average of
the daily closing prices for ______  consecutive trading days commencing ______ 
trading days before the date of such computation. The closing price for each day shall be [the
last sale price] for such day, in either case as reported in the principal consolidated transaction
reporting system with respect to securities listed or admitted to trading




6









 








on the New York Stock
Exchange (the “NYSE”) or if the Stock is not listed on the NYSE, then on the principal United
States national securities exchange on which the Stock is listed or quoted. If the Stock is not
listed or quoted on any United States national securities exchange, then the current or closing
market price per share of Stock shall be determined by the Board of Directors of the Corporation in
good faith.




          (f) Whenever the number of shares of [NAME OF SECURITY] purchasable upon the exercise of each
Warrant is adjusted as herein provided, the Exercise Price payable upon the exercise of each
Warrant shall be adjusted by multiplying such Exercise Price immediately prior to such adjustment
by a fraction, of which the numerator shall be the number of shares purchasable upon the exercise
of each Warrant immediately prior to such adjustment, and of which the denominator shall be the
number of shares so purchasable immediately thereafter.




          (g) The Corporation may elect, on or after the date of any adjustment required by paragraphs
(a) through (d) of this Section 3.2, to adjust the number of Warrants in substitution for an
adjustment in the number of shares of Stock purchasable upon the exercise of a Warrant. Each of
the Warrants outstanding after such adjustment of the number of Warrants shall be exercisable for
the same number of shares of Stock as immediately prior to such adjustment. Each Warrant held of
record prior to such adjustment of the number of Warrants shall become that number of Warrants
(calculated to the nearest hundredth) obtained by dividing the Exercise Price in effect prior to
adjustment of the Exercise Price by the Exercise Price in effect after adjustment of the Exercise
Price. The Corporation shall notify the holders of Warrants, in the same manner as provided in the
first paragraph of Section 7.5, of its election to adjust the number of Warrants, indicating the
record date for the adjustment, and, if known at the time, the amount of the adjustment to be made.
This record date may be the date on which the Exercise Price is adjusted or any day thereafter.
Upon each adjustment of the number of Warrants pursuant to this paragraph (g) the Corporation
shall, as promptly as practicable, cause to be distributed to holders of record of Warrants on such
record date Warrant Certificates evidencing, subject to paragraph (h), the additional Warrants to
which such holders shall be entitled as a result of such adjustment, or, at the option of the
Corporation, shall cause to be distributed to such holders of record in substitution and
replacement for the Warrant Certificates
held by such holders prior to the date of adjustment, and upon surrender thereof, if required
by the Corporation, new Warrant Certificates evidencing all the Warrants to be issued, executed and
registered in the manner specified in Section 1 (and which may bear, at the option of the
Corporation, the adjusted Exercise Price) and shall be registered in the names of the holders of
record of Warrant Certificates on the record date specified in the notice.




     (h) The Corporation shall not be required to issue fractions of Warrants on any distribution
of Warrants to holders of Warrant Certificates pursuant to paragraph (g) or to distribute Warrant
Certificates that evidence fractional Warrants. In lieu of such fractional Warrants, there shall
be paid to the registered holders of the Warrant Certificates with regard to which such fractional
Warrants would otherwise be issuable, an amount in cash equal to the same fraction of the current
market value of a full Warrant on the trading day immediately prior to the date on which such
fractional Warrant would have been otherwise issuable (the “Valuation Date”). For purposes of this
paragraph (h), the current market value of a Warrant shall be the aggregate closing market price on
the Valuation Date (determined as set



7









 





forth in paragraph (e)) of all shares of Stock issuable upon
exercise of one Warrant plus the fair value (as determined by the Board of Directors of the
Corporation, whose determination shall be conclusive) of any other assets or securities purchasable
upon exercise of one Warrant less the Exercise Price of one Warrant.





          (i) Notwithstanding any adjustment pursuant to Section 3.2 in the number of shares of Stock
purchasable upon the exercise of a Warrant, the Corporation shall not be required to issue
fractions of shares of Stock upon exercise of the Warrants or to distribute certificates which
evidence fractional shares. In lieu of fractional shares, there shall be paid to the registered
holders of Warrant Certificates at the time such Warrant Certificates are exercised as herein
provided an amount in cash equal to the same fraction of the current market value of a share of
Stock. For purposes of this paragraph (i), the current market value of a share of Stock shall be
the closing market price (determined as set forth in paragraph (e)) of a share of Stock for the
trading day immediately prior to the date of such exercise.




          (j) No adjustment in the number of shares of Stock purchasable upon exercise of the Warrant
need be made unless the adjustment would require an increase or decrease of at least 0.5%. Any
adjustment that is not made shall be carried forward and taken into account in any subsequent
adjustment, provided that no such adjustment shall be deferred beyond the date on which a Warrant
is exercised. All calculations under this Article III shall be made to the nearest 1/1000th of a
share.




          (k) To the extent the Warrants become convertible into cash, no adjustment need be made
thereafter as to the amount of cash into which such Warrants are exercisable. Interest will not
accrue on the cash.



ARTICLE IV




REGISTRATION, EXCHANGE, TRANSFER AND

SUBSTITUTION OF WARRANT CERTIFICATES




     Section 4.1 Registration, Exchange and Transfer of Warrant Certificates
.. The Warrant Agent shall keep, at its corporate trust office [and at ____________ ], books in
which, subject to such reasonable regulations as it may prescribe, it shall register Warrant
Certificates and transfers of outstanding Warrant Certificates.



     [If Offered Securities and Warrants which are immediately detachable — Prior to the
Detachable Date, a Warrant Certificate may be exchanged or transferred only together with the
Offered Security to which such Warrant Certificate was initially attached, and only for the purpose
of effecting, or in conjunction with, an exchange or transfer of such Offered Security.
Additionally, on or prior to the Detachable Date, each transfer or exchange of an Offered Security
[on the register of the Offered Securities] shall operate also to transfer or exchange the Warrant
Certificate or Certificates to which such Offered Security was initially attached. After the
Detachable Date, upon] [If Offered Securities and Warrants which are immediately detachable or
if Warrants alone — Upon] surrender at the corporate trust office of the Warrant Agent [or
____________ ] of Warrant Certificates properly endorsed [or accompanied by appropriate instruments of
transfer] and accompanied by written instructions for [transfer or] exchange, all in



8









 





form
satisfactory to the Corporation and the Warrant Agent, such Warrant Certificates may be exchanged
for other Warrant Certificates or may be transferred in whole or in part; provided that Warrant
Certificates issued in exchange for [or upon transfer of] surrendered Warrant Certificates shall
evidence the same aggregate number of Warrants as the Warrant Certificates so surrendered. No
service charge shall be made for any exchange [or transfer] of Warrant Certificates, but the
Corporation may require payment of a sum sufficient to cover any stamp or other tax or governmental
charge that may be imposed in connection with any such exchange [or transfer]. Whenever any
Warrant Certificates are so surrendered for exchange [or transfer], the Corporation shall execute
and an authorized officer of the Warrant Agent shall manually authenticate and deliver to the
person or persons entitled thereto a Warrant Certificate or Warrant Certificates as so requested.
The Warrant Agent shall not be required to effect any exchange [or transfer] which would result in
the issuance of a Warrant Certificate evidencing a fraction of a Warrant or a number of full
Warrants and a fraction of a Warrant. All Warrant Certificates issued upon any exchange [or
transfer] of Warrant Certificates shall evidence the same obligations, and be entitled to the same
benefits under this Agreement, as the Warrant Certificates surrendered for such exchange [or
transfer].




     Section 4.2 Mutilated, Destroyed, Lost or Stolen Warrant Certificates. If any
mutilated Warrant Certificate is surrendered to the Warrant Agent, the Corporation shall execute
and an officer of the Warrant Agent shall manually authenticate and deliver in exchange therefor a
new Warrant Certificate of like tenor and bearing a number not contemporaneously outstanding. If
there shall be delivered to the Corporation and the Warrant Agent (i) evidence to their
satisfaction of the destruction, loss or theft of any Warrant Certificate and of the ownership
thereof and (ii) such security or indemnity as may be required by them to save each of them and any
agent of either of them harmless, then, in the absence of notice to the Corporation or the Warrant
Agent that such Warrant Certificate has been acquired by a bona fide purchaser, the Corporation
shall execute and upon its request an officer of the Warrant Agent shall manually authenticate and
deliver, in lieu of any such destroyed, lost or stolen Warrant Certificate, a new Warrant
Certificate of like tenor and bearing a number not contemporaneously outstanding. Upon the
issuance of any new Warrant Certificate under this Section, the Corporation may require the payment
of a sum sufficient to cover any tax or other governmental
charge that may be imposed in relation thereto and any other expenses (including the fees and
expenses of the Warrant Agent) connected therewith. Every new Warrant Certificate issued pursuant
to this Section in lieu of any destroyed, lost or stolen Warrant Certificate shall evidence an
original additional contractual obligation of the Corporation, whether or not the destroyed, lost
or stolen Warrant Certificate shall be at any time enforceable by anyone, and shall be entitled to
all the benefits of this Agreement equally and proportionately with any and all other Warrant
Certificates duly issued hereunder. The provisions of this Section are exclusive and shall
preclude (to the extent lawful) all other rights and remedies with respect to the replacement or
payment of mutilated, destroyed, lost or stolen Warrant Certificates.



     Section 4.3 Persons Deemed Owners. [If Offered Securities and Warrants which are
not immediately detachable — Prior to the Detachable Date, the Corporation, the Warrant Agent
and all other persons may treat the owner of any Offered Security as the owner of the Warrant
Certificates initially attached thereto for any purpose and as the person entitled to exercise the
rights represented by the Warrants evidenced by such Warrant Certificates, any notice to the
contrary notwithstanding. After the Detachable Date, and] Prior to due presentment



9









 





of a Warrant
Certificate for registration of transfer, the Corporation, the Warrant Agent and all other persons
may treat the Holder as the owner thereof for any purpose and as the person entitled to exercise
the rights represented by the Warrants evidenced thereby, any notice to the contrary
notwithstanding.




     Section 4.4 Cancellation of Warrant Certificates. Any Warrant Certificate surrendered
for exchange[, transfer] or exercise of the Warrants evidenced thereby shall, if surrendered to the
Corporation, be delivered to the Warrant Agent, and all Warrant Certificates surrendered or so
delivered to the Warrant Agent shall be promptly cancelled by it and shall not be reissued and,
except as expressly permitted by this Agreement, no Warrant Certificate shall be issued hereunder
in lieu or in exchange thereof. The Corporation may at any time deliver to the Warrant Agent for
cancellation any Warrant Certificates previously issued hereunder which the Corporation may have
acquired in any manner whatsoever, and all Warrant Certificates so delivered shall be promptly
cancelled by the Warrant Agent. All cancelled Warrant Certificates held by the Warrant Agent shall
be disposed of, as instructed by the Corporation, subject to applicable law.



ARTICLE V




OTHER PROVISIONS RELATING TO RIGHTS

OF HOLDERS OF WARRANT CERTIFICATES




     Section 5.1 No Rights as Stockholders Conferred by Warrants or Warrant Certificates.
No Warrant Certificate or Warrant evidenced thereby shall entitle the Holder thereof to any of the
rights of a stockholder, including, without limitation, the right to receive dividends (except in
certain cases for adjustments as expressly provided in Article III hereof).



     Section 5.2 Holder of Warrant Certificate May Enforce Rights
.. Notwithstanding any of the provisions of this Agreement, any Holder of any Warrant
Certificate, without the consent of the Warrant Agent, any stockholder or the Holder of any other
Warrant Certificate, may, on its own behalf and for its own benefit, enforce, and may institute and
maintain any suit, action or proceeding against the Corporation suitable to enforce or otherwise in
respect of its right to exercise the Warrant or Warrants evidenced by his or her Warrant
Certificate in the manner provided in the Warrant Certificates and in this Agreement.



ARTICLE VI




CONCERNING THE WARRANT AGENT




     Section 6.1 Warrant Agent. The Corporation hereby appoints ____________as Warrant
Agent of the Corporation in respect of the Warrants and the Warrant Certificates upon the terms and
subject to the conditions herein set forth, and ____________hereby accepts such appointment. The
Warrant Agent shall have the power and authority granted to and conferred upon it in the Warrant
Certificates and hereby and such further power and authority to act on behalf of the Corporation as
the Corporation may hereafter grant to or confer upon it. All of the terms and provisions with
respect to such power and authority contained in the Warrant Certificates are subject to and
governed by the terms and provisions hereof.



10









 





     Section 6.2 Conditions of Warrant Agent’s Obligations. The Warrant Agent accepts its
obligations herein set forth, upon the terms and conditions hereof, including the following, to all
of which the Corporation agrees and to all of which the rights hereunder of the Holders from time
to time of the Warrant Certificates shall be subject:



          (a) Compensation and Indemnification. The Corporation agrees promptly to pay the
Warrant Agent the compensation to be agreed upon with the Corporation for all services rendered by
the Warrant Agent and to reimburse the Warrant Agent for reasonable out-of-pocket expenses
(including reasonable counsel fees) incurred by the Warrant Agent in connection with the services
rendered hereunder by the Warrant Agent. The Corporation also agrees to indemnify the Warrant
Agent for, and hold it harmless against, any loss, liability or expense incurred without negligence
or bad faith on the part of the Warrant Agent, arising out of or in connection with its acting as
such Warrant Agent hereunder, including the reasonable costs and expenses of defending itself
against any claim or liability in connection with the exercise or performance at any time of its
powers or duties hereunder. The obligations of the Corporation under this subsection (a) shall
survive the exercise of the Warrant Certificates and the resignation or removal of the Warrant
Agent.




          (b) Agent for the Corporation. In acting under this Warrant Agreement and in
connection with the Warrant Certificates, the Warrant Agent is acting solely as agent of the
Corporation and does not assume any obligation or relationship of agency or trust for or with any
of the owners or holders of the Warrant Certificates.




          (c) Counsel. The Warrant Agent may consult with counsel, which may include counsel
for the Corporation, and the written advice of such counsel shall be full and complete
authorization and protection in respect of any action taken, suffered, or omitted by it hereunder
in good faith and in reliance thereon.




          (d) Documents. The Warrant Agent shall be protected and shall incur no liability for
or in respect of any action taken or omitted by it in reliance upon any notice, direction, consent,
certificate, affidavit, statement or other paper or document reasonably believed by it to be
genuine and to have been presented or signed by the proper parties.




          (e) Certain Transactions. The Warrant Agent, any of its officers, directors and
employees, or any other agent of the Corporation, in its individual or any other capacity, may
become the owner of, or acquire any interest in, any Warrant Certificates, with the same rights
that it would have if it were not such Warrant Agent, officer, director, employee or other agent,
and, to the extent permitted by applicable law, it may engage or be interested in any financial or
other transaction with the Corporation and may act on, or as depositary, trustee or agent for, any
committee or body of holders of securities or other obligations of the Corporation as freely as if
it were not such Warrant Agent, officer, director, employee or other agent.




          (f) No Liability for Interest. The Warrant Agent shall not be under any liability for
interest on any monies at any time received by it pursuant to any of the provisions of this
Agreement or of the Warrant Certificates unless otherwise agreed to in writing by the Corporation
and the Warrant Agent and except for the negligence of the Warrant Agent.





11









 








          (g) No Liability for Invalidity. The Warrant Agent shall not incur any liability with
respect to the validity of this Agreement or any of the Warrant Certificates.




          (h) No Responsibility for Representations. The Warrant Agent shall not be responsible
for any of the Recitals or representations contained herein or in the Warrant Certificates (except
as to the Warrant Agent’s Certificate of Authentication thereon), all of which are made solely by
the Corporation.




          (i) No Implied Obligations. The Warrant Agent shall be obligated to perform such
duties as are herein and in the Warrant Certificates specifically set forth and no implied duties
or obligations shall be read into this Agreement or the Warrant Certificates against the Warrant
Agent. The Warrant Agent shall not be under any obligation to take any action hereunder which may
tend to involve it in any expense or liability, the payment of which within a reasonable time is
not, in its reasonable opinion, assured to it. The Warrant Agent shall not be accountable or under
any duty or responsibility for the use by the Corporation of any of the Warrant Certificates
authenticated by the Warrant Agent and delivered by it to the Corporation pursuant to this
Agreement or for the application by the Corporation of the proceeds of the Warrant Certificates or
any exercise of the Warrants evidenced thereby. The Warrant Agent shall have no duty or
responsibility in case of any default by the Corporation in the performance of its covenants or
agreements contained herein or in the Warrant Certificates or in the case of the receipt of any
written demand from a Holder of a Warrant Certificate with respect to such default, including,
without limiting the generality of the foregoing, any duty or responsibility to
initiate or attempt to initiate any proceedings at law or otherwise or, except as provided in
Section 7.4 hereof, to make any demand upon the Corporation.




     Section 6.3 Resignation, Removal and Appointment of Successor. (a) The Corporation
agrees, for the benefit of the Holders from time to time of the Warrant Certificates, that there
shall at all times be a Warrant Agent hereunder until all of the Warrant Certificates are no longer
exercisable.



          (b) The Warrant Agent may at any time resign as such agent by giving written notice to the
Corporation of such intention on its part, specifying the date on which it desires its resignation
to become effective; provided that, without the consent of the Corporation, such date shall not be
less than three months after the date on which such notice is given. The Warrant Agent hereunder
may be removed at any time by the filing with it of an instrument in writing signed by or on behalf
of the Corporation and specifying such removal and the date on which the Corporation expects such
removal to become effective. Such resignation or removal shall take effect upon the appointment by
the Corporation of a successor Warrant Agent (which shall be a bank or trust company organized and
doing business under the laws of the United States of America, any State thereof or the District of
Columbia and authorized under such laws to exercise corporate trust powers) by an instrument in
writing filed with such successor Warrant Agent and the acceptance of such appointment by such
successor Warrant Agent pursuant to Section 6.3(d).




          (c) In case at any time the Warrant Agent shall resign, or be removed, or shall become
incapable of acting, or shall be adjudged a bankrupt or insolvent, or shall file a voluntary
petition in bankruptcy or make an assignment for the benefit of its creditors or consent




12









 








to the
appointment of a receiver or custodian of all or any substantial part of its property, or shall
admit in writing its inability to pay or meet its debts as they mature, or if a receiver or
custodian of it or of all or any substantial part of its property shall be appointed, or if an
order of any court shall be entered approving any petition filed by or against it under the
provisions of any applicable bankruptcy or similar law, or if any public officer shall have taken
charge or control of the Warrant Agent or of its property or affairs, a successor Warrant Agent,
qualified as aforesaid, shall be appointed by the Corporation by an instrument in writing, filed
with the successor Warrant Agent. Upon the appointment as aforesaid of a successor Warrant Agent
and acceptance by the latter of such appointment, the Warrant Agent so superseded shall cease to be
the Warrant Agent hereunder.




          (d) Any successor Warrant Agent appointed hereunder shall execute, acknowledge and deliver to
its predecessor and to the Corporation an instrument accepting such appointment hereunder, and
thereupon such successor Warrant Agent, without any further act, deed or conveyance, shall become
vested with all the authority, rights, powers, trusts, immunities, duties and obligations of such
predecessor with like effect as if originally named as Warrant Agent hereunder, and such
predecessor, upon payment of its charges and disbursements then unpaid, shall thereupon become
obligated to transfer, deliver and pay over, and such successor Warrant Agent shall be entitled to
receive, all monies, securities and other property on deposit with or held by such predecessor, as
Warrant Agent hereunder.




          (e) Any corporation into which the Warrant Agent hereunder may be merged or converted or any
corporation with which the Warrant Agent may be consolidated, or any corporation resulting from any
merger, conversion or consolidation to which the Warrant Agent shall be a party, or any corporation
succeeding to all or substantially all of the corporate trust business of the Warrant Agent,
provided that it shall be qualified as aforesaid, shall be the successor Warrant Agent under this
Agreement without the execution or filing of any paper or any further act on the part of any of the
parties hereto.




ARTICLE VII




MISCELLANEOUS




     Section 7.1 Consolidations and Mergers of the Corporation and Sales, Leases and
Conveyances Permitted Subject to Certain Conditions. The Corporation may consolidate with, or
sell or convey all or substantially all of its assets to, or merge with or into any other
corporation, provided that in any such case, either the Corporation shall be the continuing
corporation, or the corporation (if other than the Corporation) formed by such consolidation or
into which the Corporation is merged or the corporation which acquired by purchase or conveyance
all or substantially all of the assets of the Corporation shall expressly assume the obligations of
the Corporation hereunder.



     Section 7.2 Rights and Duties of Successor Corporation. In case of any such
consolidation, merger, sale, lease or conveyance and upon any such assumption by the successor
corporation, such successor corporation shall succeed to and be substituted for the Corporation,
with the same effect as if it had been named herein, and the predecessor corporation, except in the
event of a lease, shall be relieved of any further obligation under this Agreement and the



13









 





Warrants. Such successor corporation thereupon may cause to be signed, and may issue either in its
own name or in the name of the Corporation, any or all of the shares of Stock issuable pursuant to
the terms hereof.




     In case of any such consolidation, merger, sale, lease or conveyance, such changes in
phraseology and form (but not in substance) may be made in Stock thereafter to be issued as may be
appropriate.



     Section 7.3 Amendment. This Agreement [If preferred stock is to be issued upon
exercise of the Warrants — and the certificate of designations of such series of Stock (the
“Certificate of Designations”)] may be amended by the parties hereto, without the consent of the
Holder of any Warrant Certificate, for the purpose of curing any ambiguity, or curing, correcting
or supplementing any defective provision contained herein, or making such provisions in regard to
matters or questions arising under this Agreement [If preferred stock is to be issued upon
exercise of the Warrants — or the Certificate of Designations] as the Corporation may deem
necessary or desirable; provided that such action shall not adversely affect the interests of the
Holders of the Warrant Certificates in any material respect. Any amendment or supplement to this
Agreement [If preferred stock is to be issued upon exercise of the Warrants — or the
Certificate of Designations] or the Warrants
that has a material adverse effect on the interests of Holders of any series of Warrants shall
require the written consent of the Holders of a majority of the then outstanding Warrants of such
series [If preferred stock is to be issued upon exercise of the Warrants — (provided that
if Stock has been issued, then the consent of holders of a majority of the then outstanding
Warrants of such series and the Stock voting as a class shall instead be required)]. The consent
of each Holder of a Warrant affected shall be required for any amendment pursuant to which the
Warrant Price would be increased or the number of shares of Stock purchasable upon exercise of
Warrants would be decreased. The Warrant Agent may, but shall not be obligated to, enter into any
amendment to this Agreement which affects the Warrant Agent’s own rights, duties or immunities
under this Agreement or otherwise.



     Section 7.4 Notices and Demands to the Corporation and Warrant Agent. If the Warrant
Agent shall receive any notice or demand addressed to the Corporation by the Holder of a Warrant
Certificate pursuant to the provisions of the Warrant Certificates, the Warrant Agent shall
promptly forward such notice or demand to the Corporation.



     Section 7.5 Notices to Warrant Holders. Upon any adjustment of the number of shares
purchasable upon exercise of each Warrant, the Exercise Price or the number of Warrants outstanding
pursuant to Section 3.2, the Corporation within ____________ calendar days thereafter shall (i) cause to
be filed with the Warrant Agent a certificate of a firm of independent public accountants of
recognized standing selected by the Corporation (who may be the regular auditors of the
Corporation) setting forth the Exercise Price and either the number of shares of Stock and other
securities or assets purchasable upon exercise of each Warrant or the additional number of Warrants
to be issued for each previously outstanding Warrant, as the case may be, after such adjustment and
setting forth in reasonable detail the method of calculation and the facts upon which such
adjustment are made, which certificate shall be conclusive evidence of the correctness of the
matters set forth therein, and (ii) cause to be given to each of the registered holders of the
Warrant Certificates at such holder’s address appearing on the Warrant Register written notice of
such adjustments by first-class mail, postage prepaid. Where appropriate, such



14









 





notice may be given
in advance and included as part of the notice required to be mailed under the provisions of this
Section 7.5.




     Pursuant to Sections 3.1 [add other sections as applicable], the Corporation shall cause
written notice of such Call Price, Call Date and Call Terms [reference other items as applicable],
as the case may be, to be given as soon as practicable to the Warrant Agent and to each of the
registered holders of the Warrant Certificates by first class mail, postage prepaid, at such
holder’s address appearing on the Warrant Register. In addition to the written notice referred to
in the preceding sentence, the Corporation shall make a public announcement in a daily morning
newspaper of general circulation in ____________ of such Call Price, Call Date, and Call Terms
[reference other items as applicable], as the case may be, at least once a week for two successive
weeks prior to the implementation of such terms.



     If:



          (a) the Corporation shall declare any dividend payable in any securities upon its shares of
Stock or make any distribution (other than a cash dividend) to the holders of its shares of Stock;
or




          (b) the Corporation shall offer to the holders of its shares of Stock any additional shares of
Stock or securities convertible into shares of Stock or any right to subscribe thereto; or




          (c) there shall be a dissolution, liquidation or winding up of the Corporation (other than in
connection with a consolidation, merger, or sale of all or substantially all of its property,
assets, and business as an entirety);




then the Corporation shall (i) cause written notice of such event to be filed with the Warrant
Agent and shall cause written notice of such event to be given to each of the registered holders of
the Warrant Certificates at such holder’s address appearing on the Warrant Register, by first-class
mail, postage prepaid, and (ii) make a public announcement in a daily newspaper of general
circulation in ___________________ of such event, such giving of notice and publication to be
completed at least ________ calendar days prior to the date fixed as a record date or the date of
closing the transfer books for the determination of the stockholders entitled to such dividend,
distribution, or subscription rights, or for the determination of stockholders entitled to vote on
such proposed dissolution, liquidation or winding up. Such notice shall specify such record date
or the date of closing the transfer books, as the case may be. The failure to give the notice
required by this Section 7.5 or any defect therein shall not affect the legality or validity of any
distribution, right, warrant, dissolution, liquidation or winding up or the vote upon or any other
action taken in connection therewith.




     Section 7.6 Addresses. Any communications from the Corporation to the Warrant Agent
with respect to this Agreement shall be addressed to ____________ , Attention:____________ ,
and any communications from the Warrant Agent to the Corporation with respect to this Agreement
shall be addressed to McKesson Corporation, One Post Street, San Francisco, California 94104,
Attention: ____________ (or such other address as shall be specified in writing
by the Warrant Agent or by the Corporation).



15









 





     Section 7.7 Governing Law. This Agreement and each Warrant Certificate issued hereunder shall
be governed by and construed in accordance with the laws of the State of New York including,
without limitation, Section 5-1401 of the New York General Obligations Law.



     Section 7.8 Delivery of Prospectus. The Corporation will furnish to the Warrant Agent
sufficient copies of a prospectus, appropriately supplemented, relating to the Stock (the
“Prospectus”), and the Warrant Agent agrees that upon the exercise of any Warrant Certificate, the
Warrant Agent will deliver to
the person designated to receive a certificate representing shares of Stock, prior to or
concurrently with the delivery of such Securities, a Prospectus.



     Section 7.9 Obtaining of Governmental Approvals. The Corporation will from time to
time take all action which may be necessary to obtain and keep effective any and all permits,
consents and approvals of governmental agencies and authorities and securities acts filings under
United States Federal and State laws (including, without limitation, to the extent required, the
maintenance of the effectiveness of a registration statement in respect of the Stock under the
Securities Act of 1933, as amended), which may be or become required in connection with exercise of
the Warrant Certificates and the original issuance and delivery of the Stock.



     Section 7.10 Persons Having Rights Under Warrant Agreement. Nothing in this Agreement
expressed or implied and nothing that may be inferred from any of the provisions herein is
intended, or shall be construed, to confer upon, or give to, any person or corporation other than
the Corporation, the Warrant Agent and the Holders of the Warrant Certificates any right, remedy or
claim under or by reason of this Agreement or of any covenant, condition, stipulation, promise or
agreement hereof; and all covenants, conditions, stipulations, promises and agreements contained in
this Agreement shall be for the sole and exclusive benefit of the Corporation and the Warrant Agent
and their successors and of the Holders of the Warrant Certificates.



     Section 7.11 Headings. The Article and Section headings herein and the Table of
Contents are for convenience of reference only and shall not affect the construction hereof.



     Section 7.12 Counterparts. This Agreement may be executed in any number of
counterparts, each of which so executed shall be deemed to be an original; but such counterparts
shall together constitute but one and the same instrument.



     Section 7.13 Inspection of Agreement. A copy of this Agreement shall be available at
all reasonable times at the principal corporate trust office of the Warrant Agent [and at
____________ ] for inspection by the Holder of any Warrant Certificate. The Warrant Agent may
require such Holder to submit its Warrant Certificate for inspection by it.



16









 





     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed, and
their respective corporate seal to be hereunto affixed and attested, all as of the day and year
first above written.



	 	 	 	 	 
	 	 	McKESSON CORPORATION
	 
	 	 	 	 
	

	 	By:	 	 
	

	 	 	 	 
	

	 	 	 	Name:
	

	 	 	 	Title:
	[SEAL]
	 	 	 	 
	 
	 	 	 	 
	Attest
	 	 	 	 
	 
	 	 	 	 
	 [Assistant]
Secretary
	 	 	 	 
	 
	 	 	 	 
	[SEAL] Attest:
	 	 	 	 
	 
	 	 	 	 
	 [Assistant]
Secretary
	 	 	 	 
	 
	 	 	 	 
	 	 	[NAME OF WARRANT AGENT]
	 
	 	 	 	 
	

	 	By:	 	 
	

	 	 	 	 
	

	 	 	 	Name:
	

	 	 	 	Title:
	[SEAL]
	 	 	 	 
	 
	 	 	 	 
	Attest:
	 	 	 	 
	 
	 	 	 	 
	 [Assistant]
Secretary
	 	 	 	 





 









 






EXHIBIT A




[FORM OF WARRANT CERTIFICATE]




[Face]




	 	 	 
	Form of Legend if Offered Securities
with Warrants which are not
immediately detachable

	 	[Prior to _____, this Warrant
Certificate may be transferred or
exchanged if and only if the [Title
of Security] to which it was
initially attached is so transferred
or exchanged.]
	Form of Legend if Warrants are not
immediately exercisable

	 	[Prior to ______,
Warrants evidenced by this Warrant
Certificate cannot be exercised.]






EXERCISABLE ONLY IF AUTHENTICATED BY THE WARRANT

AGENT AS PROVIDED HEREIN




VOID AFTER THE CLOSE OF BUSINESS ON ____________, ____




McKESSON CORPORATION




Warrant Certificate representing

Warrants to purchase

[name of security]

as described herein.














	 	 	 
	No.

	 	______Warrants






     This certifies that ______or registered assigns is the registered owner of the above
indicated number of Warrants, each Warrant entitling such registered owner to purchase, at any time
[after the close of business on ______, ______, and] on or before the close of business on
______, ______, one share of the [designation of [name of security]] (“Stock”) of McKesson
Corporation (the “Corporation”), on the following basis.* During such period, each
Warrant shall entitle the Holder thereof, subject to the provisions of the Warrant Agreement (as
defined below), to purchase from the Corporation one share of Stock at the exercise price of
$______(the “Exercise Price”). The Holder of this Warrant Certificate may exercise the Warrants
evidenced hereby, in whole or in part, by surrendering this Warrant Certificate, with the purchase
form set forth hereon duly completed, accompanied by payment in full, in lawful
money of the United States of America, [in cash or by certified check or official bank check in









	*	 	Complete and modify the following provisions as
appropriate to reflect the terms of the Warrants.





A-1




 









 








New York Clearing House funds or by bank wire transfer in immediately available funds], the
Exercise Price for each Warrant exercised, to the Warrant Agent (as hereinafter defined), at the
corporate trust office of [name of Warrant Agent], or its successor, as warrant agent (the “Warrant
Agent”) [or at ________], the addresses specified on the reverse hereof and upon compliance with
and subject to the conditions set forth herein and in the Warrant Agreement.




     The term “Holder” as used herein shall mean [If Offered Debt Securities with Warrants
which are not immediately detachable — prior to ______, ______(the “Detachable Date”), the
registered owner of the Corporation’s [title of Offered Securities] to which such Warrant
Certificate was initially attached, and after such Detachable Date,] the person in whose name at
the time such Warrant Certificate shall be registered upon the books to be maintained by the
Warrant Agent for that purpose pursuant to Section 4.1 of the Warrant Agreement.



     Any whole number of Warrants evidenced by this Warrant Certificate may be exercised to
purchase shares of Stock. Upon any exercise of fewer than all of the Warrants evidenced by this
Warrant Certificate, there shall be issued to the registered owner hereof a new Warrant Certificate
evidencing the number of Warrants remaining unexercised.



     This Warrant Certificate is issued under and in accordance with the Warrant Agreement dated as
of ______, ______(the “Warrant Agreement”), between the Corporation and the Warrant Agent and is
subject to the terms and provisions contained in the Warrant Agreement, to all of which terms and
provisions the holder of this Warrant Certificate consents by acceptance hereof. Copies of the
Warrant Agreement are on file at the above-mentioned office of the Warrant Agent [and at ______].



     [If Offered Securities with Warrants which are not immediately detachable — prior to
______, ______(the “Detachable Date”), this Warrant Certificate may be exchanged or transferred
only together with the [title of Offered Security] (the “Offered Security”) to which this Warrant
Certificate was initially attached, and only for the purpose of effecting, or in conjunction with,
an exchange or transfer of such Offered Security. Additionally, on or prior to the Detachable
Date, each transfer of such Offered Security on the register of the Offered Securities shall
operate also to transfer this Warrant Certificate. After the Detachable Date, this] [If
Offered Debt Securities with Warrants which are immediately detachable or Warrants alone —
This] Warrant Certificate and all rights hereunder, may be transferred when surrendered at the
corporate trust office of the Warrant Agent [or ______] by the registered owner or his assigns,
in person or by an attorney duly authorized in writing, in the manner and subject to the
limitations provided in the Warrant Agreement.



     [If Offered Securities with Warrants which are not immediately detachable — Except as
provided in the immediately preceding paragraph, after] [If Offered Debt Securities with
Warrants which are immediately detachable or Warrants alone-After] authentication by the
Warrant Agent and prior to the expiration of this Warrant Certificate, this Warrant Certificate may
be exchanged at the corporate trust office of the Warrant Agent [or at ______] for
Warrant Certificates representing the same aggregate number of Warrants.



A-2




 









 





     This Warrant Certificate shall not entitle the registered owner hereof to any of the rights of
a stockholder, including, without limitation, the right to receive dividends.



     Reference is hereby made to the further provisions of this Warrant Certificate set forth on
the reverse hereof, which further provisions shall for all purposes have the same effect as if set
forth at this place.



     This Warrant Certificate shall not be valid obligatory for any purpose until authenticated by
the Warrant Agent.



A-3





 









 








     IN WITNESS WHEREOF, the Corporation has caused this Warrant Certificate to be duly executed
under its corporate seal.



Dated: _________________




	 	 	 	 	 	 	 
	 	 	McKESSON CORPORATION	 	 
	 
	

	 	By:	 	 	 	 
	

	 	 	 	 	 	 
	

	 	 	 	Name:	 	 
	

	 	 	 	Title:	 	 






Attest:




_____________________________

Certificate of Authentication




     This is one of the Warrant Certificates referred to in the within-mentioned Warrant Agreement.



_____________________________


As Warrant Agent




By: _________________________

           Authorized Signature




A-4




 









 








[FORM OF WARRANT CERTIFICATE]




[REVERSE]




(Instructions for
Exercise of Warrants)




     To exercise any Warrants evidenced hereby, the Holder of this Warrant Certificate must pay [in
cash or by certified check or by bank wire transfer in immediately available funds], the Exercise
Price in full for each of the Warrants exercised, to _________, Corporate Trust Department,
_________, Attn: [or _________], which payment should specify the name of the Holder of this
Warrant Certificate and the number of Warrants exercised by such Holder. In addition, the Holder
of this Warrant Certificate should complete the information required below and present in person or
mail by registered mail this Warrant Certificate to the Warrant Agent at the addresses set forth
below.



[FORM OF EXERCISE]




(To be executed upon exercise of Warrants.)




     The undersigned hereby irrevocably elects to exercise Warrants, represented by this Warrant
Certificate, to purchase _________ shares of the [designation of [name of security]] (“Stock”) of
McKesson Corporation and represents that he or she has tendered payment for such shares of Stock
[in cash or by certified check official bank check in New York Clearing House funds or by bank wire
transfer in immediately available funds] to the order of McKesson Corporation, c/o Treasurer, in
the amount of $_________ in accordance with the terms hereof. The undersigned requests that said
shares of Stock be registered in such names and delivered, all as specified in accordance with the
instructions set forth below.



     If said number of shares of Stock is less than all of the shares of Stock purchasable
hereunder, the undersigned requests that a new Warrant Certificate representing the remaining
balance of the Warrants evidenced hereby be issued and delivered to the undersigned unless
otherwise specified in the instructions below.



     Dated:



	 	 	 	 	 
	

	 	Name	 	 
	

	 	 	 	 
	

	 	 	 	(Please Print)






_________________________

(Insert Social Security

or Other Identifying

Number of Holder)




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	 	Address	 	 
	

	 	 	 	 
	 
	 	 	 	 
	 	 	 
	 
	 	 	 	 
	 	 	 





	 	 	 
	

	 	Signature (Signature must conform in all respects to
name of holder as specified on the face of the
Warrant Certificate and must be guaranteed by an
“eligible guarantor institution,” that is, a bank,
stockbroker, savings and loan association or credit
union meeting the requirements of the Warrant Agent,
which requirements include membership or
participation in the Securities Transfer Agents
Medallion Program (“STAMP”) or such other “signature
guarantee program” as may be determined by the
Warrant Agent in addition to, or in substitution for,
STAMP, all in accordance with the Securities Exchange
Act of 1934, as amended.)
	This Warrant may be exercised at the following addresses:
	 
	 	 
	By hand at
	 	 
	

	 	 
	 
	 	 
	

	 	 
	 
	 	 
	

	 	 
	 
	 	 
	By mail at
	 	 
	

	 	 
	 
	 	 
	

	 	 
	 
	 	 
	

	 	 






(Instructions as to form and delivery of certificates representing shares of Stock

and/or Warrant Certificates):




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[FORM OF ASSIGNMENT]




(TO BE EXECUTED TO TRANSFER




THE WARRANT CERTIFICATE)




     FOR VALUE RECEIVED _________hereby sells, assigns and transfers unto



	 	 	 
	

	 	 
	

	 	Please print name and address

(including zip code)
	Please insert social security or
	 	 
	other identifying number
	 	 
	 
	 	 
	 
	 	 
	 
	 	 





______________________________________________________________________________

the right represented by the within Warrant Certificate and does hereby irrevocably constitute and
appoint __________, Attorney, to transfer said Warrant Certificate on the books of the Warrant
Agent with full power of substitution.




	 	 	 
	Dated:
	 	 
	

	 	 
	

	 	Signature
	 
	 	 
	

	 	(Signature must conform in all respects to name of
holder as specified on the face of the Warrant
Certificate and must be guaranteed by an “eligible
guarantor institution,” that is, a bank, stockbroker,
savings and loan association or credit union meeting
the requirements of the Warrant Agent, which
requirements include membership or participation in
the Securities Transfer Agents Medallion Program
(“STAMP”) or such other “signature guarantee program”
as may be determined by the Warrant Agent in addition
to, or in substitution for, STAMP, all in accordance
with the Securities Exchange Act of 1934, as
amended.)]
	Signature Guaranteed:
	 	 
	 
	 	 
	 
	 	 





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