Registration Rights Agreement



 EXHIBIT 10.18 
  
 REGISTRATION RIGHTS AGREEMENT 
  

THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made and entered into as of March 3, 2004, by and between IVAX Corporation, a
Florida corporation (the “Company”) and UBS Securities LLC and the other Initial Purchasers named in the Purchase Agreement referred to below, for whom UBS Securities LLC is acting as representative, (collectively, “Initial
Purchasers”) pursuant to that certain Purchase Agreement, dated as of February 27, 2004 (the “Purchase Agreement”) between the Company and the Initial Purchasers. 
  
 In order to induce the Initial Purchasers to enter into the Purchase
Agreement, the Company has agreed to provide the registration rights set forth in this Agreement. The execution of this Agreement is a condition to the closing under the Purchase Agreement. 
  
 The Company agrees with the Initial Purchasers (i) for their benefit as
Initial Purchasers and (ii) for the benefit of the beneficial owners (including the Initial Purchasers) from time to time of the Notes (as defined herein) and the beneficial owners from time to time of the Underlying Common Stock (as defined herein)
issued upon conversion of the Notes (each of the foregoing a “Holder” and together the “Holders”), as follows: 
  
 Section 1. Definitions. Capitalized terms used herein without definition shall have their respective meanings set forth in the Purchase Agreement.
As used in this Agreement, the following terms shall have the following meanings: 
  
 “Affiliate” means with respect to any specified person, an “affiliate,” as defined in Rule 144, of such person. 
  
 “Amendment Effectiveness Deadline Date” has the meaning set forth in Section 2(d) hereof. 
  
 “Applicable Conversion Price” means, as of any date of
determination, $1,000 divided by the Conversion Rate then in effect as of the date of determination or, if no Notes are then outstanding, the Conversion Rate that would be in effect were Notes then outstanding. 
  
 “Business Day” means each day on which the American Stock
Exchange is open for trading. 
  
 “Common Stock”
means the shares of common stock, par value $0.10 per share, of the Company and any other shares of capital stock as may constitute “Common Stock” for purposes of the Indenture, including the Underlying Common Stock. 







 “Conversion Rate” has the meaning assigned to such term in the Indenture. 
  
 “Effectiveness Deadline Date” has the meaning set forth in
Section 2(a) hereof. 
  
 “Effectiveness Period”
means a period (subject to extension pursuant to Section 3(i) hereof ) commencing on the Issue Date and ending on the earlier of (1) the first date on which all Registrable Securities covered by the Shelf Registration Statement have been sold
pursuant to the Shelf Registration Statement, (2) the date on which all Registrable Securities held by non-affiliates are eligible to be sold in the absence of any registration, (3) the date on which there cease to be outstanding any Registrable
Securities, and (4) two years after the Issue Date. 
  
 “Event” has the meaning set forth in Section 2(e) hereof. 
  
 “Event Date” has the meaning set forth in Section 2(e) hereof. 
  
 “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder.

  
 “Filing Deadline Date” has the meaning set
forth in Section 2(a) hereof. 
  
 “Holder” has
the meaning set forth in the third paragraph of this Agreement. 
  
 “Indenture” means the Indenture, dated as of March 3, 2004, between the Company and U.S. Bank National Association, as trustee, pursuant to which the Notes are being issued. 
  
 “Initial Purchasers” has the meaning set forth in the
preamble hereto. 
  
 “Initial Shelf Registration
Statement” has the meaning set forth in Section 2(a) hereof. 
  
 “Issue Date” means the first date of original issuance of any Notes. 
  
 “Material Event” has the meaning set forth in Section 3(i) hereof. 
  
 “Notes” means the 1.5% Convertible Senior Notes due 2024 of the Company to be purchased pursuant to the Purchase Agreement. 

 
 “Notice and Questionnaire” means a written notice and
questionnaire delivered to the Company containing substantially the information called for by the Selling Securityholder Notice and Questionnaire attached as Annex A to the Offering Memorandum dated February 27, 2004, relating to the Notes.

  

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 “Notice Holder” means, on any date, any Holder that has delivered a Notice and
Questionnaire to the Company on or prior to such date, so long as all of their Registrable Securities that have been registered for resale pursuant to a Notice and Questionnaire have not been sold in accordance with a Shelf Registration Statement.

  
 “Prospectus” means the prospectus included in
any Shelf Registration Statement (including, without limitation, a prospectus that discloses information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 415 promulgated under the
Securities Act), as amended or supplemented by any amendment or prospectus supplement, including post-effective amendments, and all materials incorporated by reference or explicitly deemed to be incorporated by reference in such Prospectus.

  
 “Purchase Agreement” has the meaning set
forth in the preamble hereof. 
  
 “Record Holder”
means (i) with respect to any Special Interest Payment Date relating to any Notes as to which any such Special Interest Amount has accrued, the holder of record of such Notes on the record date with respect to the interest payment date under the
Indenture on which such Special Interest Payment Date shall occur and (ii) with respect to any Special Interest Payment Date relating to the Underlying Common Stock as to which any such Special Interest Amount has accrued, the registered holder of
such Underlying Common Stock fifteen (15) days prior to such Special Interest Payment Date. 
  
 “Registrable Securities” means the Notes until such Notes have been converted into the Underlying Common Stock and, at all times the Underlying Common Stock and any securities into or for which such
Underlying Common Stock has been converted, and any security issued with respect thereto upon any stock dividend, split or similar event until, in the case of any such security, the earliest of (x) the date on which such security has been
effectively registered under the Securities Act and disposed of, whether or not in accordance with the Shelf Registration Statement and (y) the date on which such Note or Underlying Common Stock is sold to the public pursuant to Rule 144 under the
Securities Act or is salable pursuant to Rule 144(k) under the Securities Act and (z) the date on which such Note or the Underlying Common Stock ceases to be outstanding. 
  
 “Registration Expenses” has the meaning set forth in Section 5 hereof. 
  
 “Registration Statement” means any registration statement of
the Company that covers any of the Registrable Securities pursuant to the provisions of this Agreement including the Prospectus, amendments and supplements to such registration statement, including post-effective amendments, all exhibits, and all
materials incorporated by reference or explicitly deemed to be incorporated by reference in such registration statement. 
  

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 “Rule 144” means Rule 144 under the Securities Act, as such Rule may be amended from
time to time, or any similar rule or regulation hereafter adopted by the SEC. 
  
 “Rule 144A” means Rule 144A under the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the SEC. 
  
 “SEC” means the Securities and Exchange Commission.

  
 “Securities Act” means the Securities Act of
1933, as amended, and the rules and regulations promulgated by the SEC thereunder. 
  
 “Shelf Registration Statement” has the meaning set forth in Section 2(a) hereof. 
  
 “Special Interest Amount” has the meaning set forth in Section 2(e) hereof. 
  
 “Special Interest Accrual Period” has the meaning set forth in Section 2(e) hereof. 
  
 “Special Interest Payment Date” means each interest payment
date under the Indenture in the case of Notes, and each March 1 and September 1 in the case of the Underlying Common Stock. 
  
 “Subsequent Shelf Registration Statement” has the meaning set forth in Section 2(b) hereof. 
  
 “Suspension Notice” has the meaning set forth in Section
3(i) hereof. 
  
 “Suspension Period” has the
meaning set forth in Section 3(i) hereof. 
  
 “TIA” means the Trust Indenture Act of 1939, as amended. 
  
 “Trustee” means U.S. Bank National Association, the Trustee under the Indenture. 
  
 “Underlying Common Stock” means the Common Stock into which the Notes are convertible or issued upon any such conversion. 
  
 Section 2. Shelf Registration. (a) The Company shall prepare and file
or cause to be prepared and filed with the SEC, by the date (the “Filing Deadline Date”) that is ninety (90) days after the Issue Date, a Registration Statement for an offering to be made on a delayed or continuous basis pursuant to
Rule 415 of the Securities Act (a “Shelf Registration Statement”) registering the resale from time to time by Holders thereof of all of the Registrable Securities identified by such Holders in their Notice and Questionnaire (the
“Initial Shelf Registration 
  

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 Statement”). The Initial Shelf Registration Statement shall be on Form S-1 or S-3 or another appropriate form
permitting registration of such Registrable Securities for resale by such Holders in accordance with the reasonable methods of distribution indicated in their Notice and Questionnaire, and set forth in the Initial Shelf Registration Statement
(provided, however, that in no event will such methods of distribution take the form of an underwritten offering of Registrable Securities without the Company’s prior written consent, which the Company may withhold in its sole discretion). The
Company shall use its reasonable best efforts to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act as promptly as is practicable but in any event by the date (the “Effectiveness Deadline
Date”) that is one hundred eighty (180) days after the Issue Date, and to keep the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective under the Securities Act until the expiration of
the Effectiveness Period (except to the extent contemplated by Section 3 (i)). At the time the Initial Shelf Registration Statement is declared effective, each Holder that became a Notice Holder on or prior to the date that is five (5) Business Days
prior to such time of effectiveness shall be named as a selling securityholder in the Initial Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable
Securities in accordance with applicable law, assuming the accuracy of the information in such Notice Holder’s Notice and Questionnaire. 
  
 (b) If the Initial Shelf Registration Statement or any Subsequent Shelf Registration Statement ceases to be effective for any reason at any time during
the Effectiveness Period (except to the extent contemplated by Section 3 (i)), the Company shall use its reasonable best efforts to obtain the prompt withdrawal of any order suspending the effectiveness thereof, and in any event shall within thirty
(30) days of such cessation of effectiveness amend the Shelf Registration Statement in a manner reasonably expected to obtain the withdrawal of the order suspending the effectiveness thereof, or file an additional Shelf Registration Statement
covering all of the securities that as of the date of such filing are Registrable Securities (or, if registration of Registrable Securities not held by Notice Holders is not permitted by the rules and regulations of the SEC, then registering all
Registrable Securities held by Notice Holders as of such date) (a “Subsequent Shelf Registration Statement”). If a Subsequent Shelf Registration Statement is filed, the Company shall use its reasonable best efforts to cause the
Subsequent Shelf Registration Statement to become effective as promptly as is practicable after such filing and to keep such Shelf Registration Statement (or Subsequent Shelf Registration Statement) continuously effective until the end of the
Effectiveness Period (except to the extent permitted under Section 3 (i)). 
  
 (c) The Company shall supplement and amend the Shelf Registration Statement if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration
Statement, if required by the Securities Act or as reasonably requested by the Initial Purchasers or by the Trustee on behalf of the Holders of the Registrable Securities covered by such Shelf Registration Statement. 
  

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 (d) Each Holder of Registrable Securities agrees that if such Holder wishes to sell Registrable
Securities pursuant to a Shelf Registration Statement and related Prospectus, it will do so only in accordance with this Section 2(d) and Section 3(i). Each Holder of Registrable Securities wishing to sell Registrable Securities pursuant to a Shelf
Registration Statement and related Prospectus agrees to deliver a completed and executed Notice and Questionnaire to the Company prior to any attempted or actual distribution of Registrable Securities under a Shelf Registration Statement;
provided that Holders of Registrable Securities shall have at least fifteen (15) Business Days from the date on which the Notice and Questionnaire is first sent to such Holders by the Company to complete and return the Notice and
Questionnaire to the Company. From and after the date the Initial Shelf Registration Statement is declared effective, the Company shall, as promptly as practicable after the date a Notice and Questionnaire is delivered, and in any event within the
later of (x) five (5) Business Days after such date or (y) five (5) Business Days after the expiration of any Suspension Period (1) in effect when the Notice and Questionnaire is delivered or (2) put into effect within five (5) Business Days of such
delivery date, (i) if required by applicable law, file with the SEC a post-effective amendment to the Shelf Registration Statement or, if permitted by applicable law, prepare and file a supplement to the related Prospectus or a supplement or
amendment to any document incorporated therein by reference or file any other required document so that the Holder delivering such Notice and Questionnaire is named as a selling securityholder in the Shelf Registration Statement and the related
Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of the Registrable Securities in accordance with the Securities Act provided, however, that (i) any supplement to a Prospectus filed pursuant
to this Section 2(d) shall be filed within five (5) Business Days after receipt of the related Notice and Questionnaire (provided, that with respect to any Notice and Questionnaire received by the Company after the date that is thirty (30) days
after the date the Initial Shelf Registration Statement becomes effective under the Securities Act, the Company shall not be required to file more than one (1) such supplement during any twenty (20) day period) and (ii) if a post-effective amendment
or a Subsequent Shelf Registration Statement is required by the rules and regulations of the SEC in order to permit resales by Notice Holders who were not named as selling securityholders in the Initial Shelf Registration Statement as of the time it
became effective under the Securities Act, the Company shall not be required to file more than one (1) post-effective amendment or Subsequent Shelf Registration Statement for such purpose in any three (3) month period, and, if the Company shall file
a post-effective amendment to the Shelf Registration Statement, use its reasonable best efforts to cause such post-effective amendment to be declared effective under the Securities Act as promptly as is practicable, but in any event by the date (the
“Amendment Effectiveness Deadline Date”) that is thirty (30) days after the date such post-effective amendment is required by this clause to be filed; (ii) provide such Holder such number of copies of any 
  

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 documents filed pursuant to Section 2(d) (i) as such Holder may reasonably request; and (iii) notify such Holder named as
a selling security holder in the applicable Prospectus as promptly as practicable after the effectiveness under the Securities Act of any post-effective amendment filed pursuant to Section 2(d) (i); provided that if such Notice and
Questionnaire is delivered during a Suspension Period, or a Suspension Period is put into effect within five (5) Business Days after such delivery date, the Company shall so inform the Holder delivering such Notice and Questionnaire and shall take
the actions set forth in clauses (i), (ii) and (iii) above within five (5) Business Days after expiration of the Suspension Period in accordance with Section 3(i); provided further that if under applicable law, the Company has more
than one option as to the type or manner of making any such filing, the Company shall make the required filing or filings in the manner or of a type that is reasonably expected to result in the earliest availability of the Prospectus for effecting
resales of Registrable Securities. Notwithstanding anything contained herein to the contrary, the Company shall be under no obligation to name any Holder that is not a Notice Holder as a selling securityholder in any Shelf Registration Statement or
related Prospectus; provided, however, that any Holder that becomes a Notice Holder pursuant to the provisions of this Section 2(d) (whether or not such Holder was a Notice Holder at the time the Shelf Registration Statement was
declared effective) shall be named as a selling securityholder in the Shelf Registration Statement or related Prospectus in accordance with the requirements of this Section 2(d). 
  
 (e) The parties hereto agree that the Holders of Registrable Securities will suffer damages, and that it would not be
feasible to ascertain the extent of such damages with precision, if (i) the Initial Shelf Registration Statement has not been filed on or prior to the Filing Deadline Date, (ii) the Initial Shelf Registration Statement has not been declared
effective under the Securities Act on or prior to the Effectiveness Deadline Date or (iii) the Initial Shelf Registration Statement is filed and declared effective but shall thereafter cease to be effective (without being succeeded by an additional
registration statement declared effective under the Securities Act on the same day) or usable for the offer and sale of Registrable Securities in the manner provided for in the applicable Prospectus for a period of time (including any Suspension
Period) which shall exceed thirty (30) days in the aggregate in any three (3) month period or sixty (60) days in the aggregate in any twelve (12) month period (each of the events of a type described in any of the foregoing clauses (i) through (iii)
are individually referred to herein as an “Event,” and the Filing Deadline Date in the case of clause (i), the Effectiveness Deadline Date in the case of clause (ii), the date on which the duration of the ineffectiveness or
unusability of the Initial Shelf Registration Statement in any period exceeds the number of days permitted by clause (iii) hereof in the case of clause (iii), being referred to herein as an “Event Date”). Events shall be deemed to
continue until the following dates with respect to the respective types of Events: (A) the date the Initial Shelf Registration Statement is filed in the case of an Event of the type described in clause (i), (B) the date the Initial Shelf
Registration Statement is declared effective under the Securities Act in the case of an Event of the type described in clause (ii), and (C) the date the Initial Shelf Registration Statement becomes effective or usable again in the case of an Event
of the type described in clause (iii). 
  

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 Accordingly, commencing on (and including) any Event Date and ending on (but excluding) the next date on
which there are no Events that have occurred and are continuing (a “Special Interest Accrual Period”), the Company agrees to pay, as liquidated damages and not as a penalty, an amount (the “Special Interest Amount”)
at the rate described below, payable periodically on each Special Interest Payment Date to Record Holders of Notes that are Registrable Securities and of shares of Underlying Common Stock issued upon conversion of Notes that are Registrable
Securities, as the case may be, to the extent of, for each such Special Interest Payment Date, accrued and unpaid Special Interest Amount to (but excluding) such Special Interest Payment Date (or, if the Special Interest Accrual Period shall have
ended prior to such Special Interest Payment Date, the date of the end of the Special Interest Accrual Period); provided that any Special Interest Amount accrued with respect to any Note or portion thereof called for redemption on a
redemption date or converted into Underlying Common Stock on a conversion date prior to the Special Interest Payment Date, shall, in any such event, be paid instead to the Holder who submitted such Note or portion thereof for redemption or
conversion on the applicable redemption date or conversion date, as the case may be, on such date (or promptly following the conversion date, in the case of conversion). The Special Interest Amount shall accrue at a rate per annum equal to
one-quarter of one percent (0.25%) for the first 90-day period from the Event Date, and thereafter at a rate per annum equal to one-half of one percent (0.5%) of (i) the principal amount of such Notes or, without duplication, (ii) in the case of
Notes that have been converted into Underlying Common Stock, the Applicable Conversion Price of such shares of Underlying Common Stock, as the case may be, in each case determined as of the Business Day immediately preceding the next Special
Interest Payment Date. Notwithstanding the foregoing, no Special Interest Amounts shall accrue as to any Registrable Security from and after the earlier of (x) the date such security is no longer a Registrable Security and (y) expiration of the
Effectiveness Period. The rate of accrual of the Special Interest Amount with respect to any period shall not exceed the rate provided for in this paragraph notwithstanding the occurrence of multiple concurrent Events. Following the cure of all
Events requiring the payment by the Company of Special Interest Amounts to the Holders of Registrable Securities pursuant to this Section, the accrual of Special Interest Amounts shall cease (without in any way limiting the effect of any subsequent
Event requiring the payment of Special Interest Amount by the Company). 
  
 The Trustee shall be entitled, on behalf of Holders of Notes, to seek any available remedy for the enforcement of this Agreement, including for the payment of any Special Interest Amount. Notwithstanding the foregoing, the parties agree
that the sole and exclusive damages payable for a violation of the terms of this Agreement with respect to which Special Interest damages are expressly provided shall be such Special Interest. 
  

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 All of the Company’s obligations set forth in this Section 2(e) that are outstanding with respect to
any Registrable Security at the time such security ceases to be a Registrable Security shall survive until such time as all such obligations with respect to such security have been satisfied in full (notwithstanding termination of this Agreement
pursuant to Section 8(k)). 
  
 The parties hereto agree that the
Special Interest provided for in this Section 2(e) constitutes a reasonable estimate of the damages that may be incurred by Holders of Registrable Securities by reason of the failure of the Shelf Registration Statement to be filed or declared
effective or available for effecting resales of Registrable Securities in accordance with the provisions hereof. 
  
 Section 3. Registration Procedures. In connection with the registration obligations of the Company under Section 2 hereof, the Company shall:

  
 (a) Prepare and file with the SEC a Shelf Registration
Statement or Shelf Registration Statements on Form S-1 or S-3 or any other appropriate form under the Securities Act available for the sale of the Registrable Securities by the Holders thereof in accordance with the method or methods of distribution
thereof described in the Notice and Questionnaire, and use its reasonable best efforts to cause each such Shelf Registration Statement to become effective and remain effective as provided herein; provided that before filing any Shelf
Registration Statement or Prospectus or any amendments or supplements thereto with the SEC, the Company shall furnish to the Initial Purchasers and counsel for the Initial Purchasers copies of all such documents proposed to be filed and use its best
efforts to reflect in each such document when so filed with the SEC such comments as the such counsel reasonably shall propose within three (3) Business Days of the delivery of such copies to the Initial Purchasers and such counsel. 
  
 (b) Prepare and file with the SEC such amendments and post-effective
amendments to each Shelf Registration Statement as may be necessary to keep such Shelf Registration Statement continuously effective until the expiration of the Effectiveness Period (except as contemplated by Section 3(i)); cause the related
Prospectus to be supplemented by any required Prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 (or any similar provisions then in force) under the Securities Act; and use its reasonable best efforts to comply with the
provisions of the Securities Act applicable to it with respect to the disposition of all securities covered by such Shelf Registration Statement during the Effectiveness Period in accordance with the intended methods of disposition by the sellers
thereof set forth in such Shelf Registration Statement as so amended or such Prospectus as so supplemented. 
  
 (c) As promptly as practicable give notice to the Notice Holders, the Initial Purchasers and counsel for the Initial Purchasers (i) when any Prospectus,
Prospectus supplement, Shelf Registration Statement or post-effective amendment to a Shelf Registration Statement has been filed with the SEC and, with respect to a Shelf Registration Statement or any post-effective amendment, when the same

  

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 has been declared effective, (ii) of any request, following the effectiveness of the Initial Shelf Registration Statement
under the Securities Act, by the SEC or any other federal or state governmental authority for amendments or supplements to any Shelf Registration Statement or related Prospectus or for additional information, (iii) of the issuance by the SEC or any
other federal or state governmental authority of any stop order suspending the effectiveness of any Shelf Registration Statement or the initiation or threatening of any proceedings for that purpose, (iv) of the receipt by the Company of any
notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose, (v) after the
effective date of any Shelf Registration Statement filed pursuant to this Agreement of the occurrence of (but not the nature of or details concerning) a Material Event and (vi) of the determination by the Company that a post-effective amendment to a
Shelf Registration Statement will be filed with the SEC, which notice may, at the discretion of the Company (or as required pursuant to Section 3(i)), state that it constitutes a Suspension Notice, in which event the provisions of Section 3(i) shall
apply. 
  
 (d) Use its reasonable best efforts to prevent the
issuance of, and, if issued, to obtain the withdrawal of any order suspending the effectiveness of a Shelf Registration Statement or the lifting of any suspension of the qualification (or exemption from qualification) of any of the Registrable
Securities for sale in any jurisdiction in which they have been qualified for sale, in either case at the earliest possible time, and provide prompt notice to each Notice Holder and the Initial Purchasers of the withdrawal or lifting of any such
order. 
  
 (e) If requested by any Initial Purchaser or any Notice
Holder, as promptly as practicable incorporate in a Prospectus supplement or post-effective amendment to a Shelf Registration Statement such information as such Initial Purchaser, such Notice Holder or counsel for the such Initial Purchaser shall
determine to be required to be included therein by applicable law and make any required filings of such Prospectus supplement or such post-effective amendment; provided that the Company shall not be required to take any actions under this
Section 3(e) unless the Company receives the written opinion of counsel for the Company, that such actions are not in compliance with applicable law. 
  
 (f) Upon request, as promptly as practicable furnish upon request to each Notice Holder, counsel for the Initial Purchasers and the Initial Purchasers,
without charge, at least one (1) conformed copy of the Shelf Registration Statement and any amendment thereto, including financial statements but excluding schedules, all documents incorporated or deemed to be incorporated therein by reference and
all exhibits (unless requested in writing to the Company by such Notice Holder, such counsel or the Initial Purchasers). 
  
 (g) During the Effectiveness Period, deliver to each Notice Holder, counsel for the Initial Purchasers and the Initial Purchasers, in connection with

  

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 any sale of Registrable Securities pursuant to a Shelf Registration Statement, without charge, as many copies of the
Prospectus or Prospectuses relating to such Registrable Securities (including each preliminary prospectus) and any amendment or supplement thereto as such Notice Holder and the Initial Purchasers may reasonably request; and the Company hereby
consents (except during such periods that a Suspension Notice is outstanding and has not been revoked) to the use of such Prospectus or each amendment or supplement thereto by each Notice Holder, in connection with any offering and sale of the
Registrable Securities covered by such Prospectus or any amendment or supplement thereto in the manner set forth therein. 
  
 (h) Prior to any public offering of the Registrable Securities pursuant to the Shelf Registration Statement, use its reasonable best efforts to register
or qualify or cooperate with the Notice Holders in connection with the registration or qualification (or exemption from such registration or qualification) of such Registrable Securities for offer and sale under the securities or Blue Sky laws of
such jurisdictions within the United States as any Notice Holder reasonably requests in writing (which request may be included in the Notice and Questionnaire); prior to any public offering of the Registrable Securities pursuant to the Shelf
Registration Statement, use its reasonable best efforts to keep each such registration or qualification (or exemption therefrom) effective during the Effectiveness Period in connection with such Notice Holder’s offer and sale of Registrable
Securities pursuant to such registration or qualification (or exemption therefrom) and do any and all other acts or things reasonably necessary or advisable to enable the disposition in such jurisdictions of such Registrable Securities in the manner
set forth in the relevant Shelf Registration Statement and the related Prospectus; provided that the Company will not be required to (i) qualify as a foreign corporation or as a dealer in securities in any jurisdiction where it would not
otherwise be required to qualify but for this Agreement or (ii) take any action that would subject it to general service of process in suits or to taxation in any such jurisdiction where it is not then so subject. 
  
 (i) Upon (A) the issuance by the SEC of a stop order suspending the
effectiveness of the Shelf Registration Statement or the initiation of proceedings with respect to the Shelf Registration Statement under Section 8(d) or 8(e) of the Securities Act, (B) the occurrence of any event or the existence of any fact as a
result of which any Shelf Registration Statement shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or any Prospectus
shall contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or (C) the occurrence or
existence of any pending corporate development (a “Material Event”) that, in the reasonable discretion of the Company, makes it appropriate to suspend the availability of the Shelf Registration Statement and the related Prospectus,
(i) in the case of clause (B) or (C) above, subject to the next sentence, as promptly as practicable, prepare and file, if necessary pursuant to applicable 
  

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 law, a post-effective amendment to such Shelf Registration Statement or a supplement to the related Prospectus or any
document incorporated therein by reference or file any other required document that would be incorporated by reference into such Shelf Registration Statement and Prospectus so that such Shelf Registration Statement does not contain any untrue
statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and such Prospectus does not contain any untrue statement of a material fact or omit to state
any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading (it being understood that the Company may rely on information provided by each Notice Holder with
respect to such Notice Holder), as thereafter delivered to the purchasers of the Registrable Securities being sold thereunder, and, in the case of a post-effective amendment to a Shelf Registration Statement, subject to the next sentence, use its
reasonable best efforts to cause it to be declared effective as promptly as is practicable, and (ii) give notice to the Notice Holders and counsel for the Initial Purchasers that the availability of the Shelf Registration Statement is suspended (a
“Suspension Notice”) and, upon receipt of any Suspension Notice, each Notice Holder agrees not to sell any Registrable Securities pursuant to such Shelf Registration Statement until such Notice Holder’s receipt of copies of the
supplemented or amended Prospectus provided for in clause (i) above, or until it is advised in writing by the Company that the Prospectus may be used, and has received copies of any additional or supplemental filings that are incorporated or deemed
incorporated by reference in such Prospectus. The Company will use its reasonable best efforts to ensure that the use of the Prospectus may be resumed (x) in the case of clause (A) above, as promptly as is practicable, (y) in the case of clause (B)
above, as soon as, in the reasonable judgment of the Company, the Shelf Registration Statement does not contain any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the
statements therein not misleading and the Prospectus does not contain any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they
were made, not misleading, and (z) in the case of clause (C) above, as soon as, in the reasonable discretion of the Company, such suspension is no longer appropriate. The period during which the availability of the Shelf Registration Statement and
any Prospectus may be suspended (the “Suspension Period”) without the Company incurring any obligation to pay liquidated damages pursuant to Section 2(e) shall not exceed thirty (30) days in any three (3) month period and sixty (60)
days in any twelve (12) month period. The Effectiveness Period shall be extended by the number of days from and including the date of the giving of the Suspension Notice to and including the date on which the Notice Holder received copies of the
supplemented or amended Prospectus provided in clause (i) above, or the date on which it is advised in writing by the Company that the Prospectus may be used, and has received copies of any additional or supplemental filings that are incorporated or
deemed incorporated by reference in such Prospectus. 
  

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 (j) Make available for inspection during normal business hours by representatives for the Notice Holders
of such Registrable Securities, and any broker-dealers, attorneys and accountants retained by such Notice Holders, all relevant financial and other records and pertinent corporate documents and properties of the Company and its subsidiaries, and
cause the appropriate officers, directors and employees of the Company and its subsidiaries to make available for inspection during normal business hours all relevant information reasonably requested by such representatives for the Notice Holders,
or any such broker-dealers, attorneys or accountants in connection with such disposition, in each case as is customary for similar “due diligence” examinations; provided, however, that (i) such persons shall first agree in
writing with the Company that any information that is reasonably and in good faith designated by the Company in writing as confidential at the time of delivery of such information shall be kept confidential by such persons and shall be used solely
for the purposes of exercising rights under this Agreement, unless (A) disclosure of such information is required by court or administrative order or is necessary to respond to inquiries of regulatory authorities, (B) disclosure of such information
is required by law (including any disclosure requirements pursuant to federal securities laws in connection with the filing of any Shelf Registration Statement or the use of any Prospectus referred to in this Agreement), (C) such information becomes
generally available to the public other than as a result of a disclosure or failure to safeguard by any such person or (D) such information becomes available to any such person from a source other than the Company and such source is not bound by a
confidentiality agreement or is not otherwise under a duty of trust to the Company, and (ii) that the foregoing inspection and information gathering shall, to the greatest extent possible, be coordinated on behalf of all the Notice Holders and the
other parties entitled thereto by the one firm of counsel referred to in Section 5. 
  
 (k) Comply with all applicable rules and regulations of the SEC to the extent and so long as they are applicable to the shelf Registration Statement and make generally available to its securityholders earning
statements (which need not be audited) satisfying the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar rule promulgated under the Securities Act) no later than 45 days after the end of any 12-month period (or
90 days after the end of any 12-month period if such period is a fiscal year) commencing on the first day of the first fiscal quarter of the Company commencing after the effective date of a Shelf Registration Statement, which statements shall cover
said 12-month periods. 
  
 (l) Cooperate with each Notice Holder
to the extent reasonably necessary to facilitate the timely preparation and delivery of certificates representing Registrable Securities sold pursuant to a Shelf Registration Statement (except to the extent that such Registrable Securities are then
represented by a global security), which certificates shall not bear any restrictive legends, and cause such Registrable Securities to be in such denominations as are permitted by the Indenture and registered in such names as such Notice Holder may
request in writing at least (2) Business Days prior to any sale of such Registrable Securities. 
  

 13 








 (m) Provide a CUSIP number for all Registrable Securities covered by each Shelf Registration Statement
not later than the effective date of such Shelf Registration Statement and provide the Trustee and the transfer agent for the Common Stock with certificates for the Registrable Securities that are in a form eligible for deposit with The Depository
Trust Company. 
  
 (n) Cooperate and assist in any filings
required to be made with the National Association of Securities Dealers, Inc. by the Initial Purchasers or any Notice Holder. 
  
 (o) Enter into such customary agreements consistent with this agreement and take all such other necessary actions in connection therewith (including those
requested by the holders of a majority of the Registrable Securities being sold) in order to expedite or facilitate disposition of such Registrable Securities; provided that the Company shall not be required pursuant to this paragraph (o) to (i)
qualify as a foreign corporation or as a dealer in securities in any jurisdiction where it would not otherwise be required to qualify but for this Agreement or (ii) take any action that would subject it to general service of process in suits or to
taxation in any such jurisdiction where it is not then so subject. 
  
 (p) Cause the Indenture to be qualified under the TIA not later than the effective date of any Shelf Registration Statement; and in connection therewith, cooperate with the Trustee to effect such changes to the Indenture as may be required
for the Indenture to be so qualified in accordance with the terms of the TIA and execute, and use its reasonable best efforts to cause the Trustee to execute, all documents as may be required to effect such changes, and all other forms and documents
required to be filed with the SEC to enable the Indenture to be so qualified in a timely manner. 
  
 Section 4. Holder’s Obligations. Each Holder agrees, by acquisition of the Registrable Securities, that no Holder of Registrable Securities
shall be entitled to sell any of such Registrable Securities pursuant to a Shelf Registration Statement or to receive a Prospectus relating thereto, unless such Holder has furnished the Company with a Notice and Questionnaire as required pursuant to
Section 2(d) hereof (including the information required to be included in such Notice and Questionnaire) and the information set forth in the next sentence. Each Notice Holder agrees promptly to furnish to the Company all information required to be
disclosed in order to make the information previously furnished to the Company by such Notice Holder not misleading and any other information regarding such Notice Holder and the distribution of such Registrable Securities as the Company may from
time to time reasonably request. Any sale of any Registrable Securities by any Holder shall constitute a representation and warranty by such Holder that the information relating to such Holder and its plan 
  

 14 








 of distribution is as set forth in the Prospectus delivered by such Holder in connection with such disposition, that such
Prospectus does not as of the time of such sale contain any untrue statement of a material fact relating to or provided by such Holder or its plan of distribution and that such Prospectus does not as of the time of such sale omit to state any
material fact relating to or provided by such Holder or its plan of distribution necessary in order to make the statements in such Prospectus, in the light of the circumstances under which they were made, not misleading. Each Holder and the Initial
Purchasers agree to keep the receipt of any Suspension Notice and the contents thereof confidential except as required by law. 
  
 Section 5. Registration Expenses. The Company shall bear all fees and expenses incurred in connection with the performance by the Company of its
obligations under Section 2 and 3 of this Agreement whether or not any of the Shelf Registration Statements are declared effective. Such fees and expenses (“Registration Expenses”) shall include, without limitation, (i) all
registration and filing fees (including, without limitation, fees and expenses (x) with respect to filings required to be made by the Company with the National Association of Securities Dealers, Inc. and (y) of compliance by the Company with federal
and state securities or Blue Sky laws (including, without limitation, reasonable fees and expenses in connection with Blue Sky qualifications of the Registrable Securities under the laws of such jurisdictions as the Notice Holders of a majority of
the Registrable Securities being sold pursuant to a Shelf Registration Statement may reasonably designate), (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities in a form eligible for
deposit with The Depository Trust Company), (iii) duplication and mailing expenses relating to copies of any Shelf Registration Statement or Prospectus delivered to any Notice Holders hereunder, (iv) fees and disbursements of counsel for the
Company, (v) fees and disbursements of the Trustee and its counsel and of the registrar and transfer agent for the Common Stock and (vi) Securities Act liability insurance obtained by the Company in its sole discretion. In addition, the Company
shall pay the internal expenses of the Company (including, without limitation, all salaries and expenses of officers and employees performing legal or accounting duties), the expense of any annual audit, the fees and expenses incurred in connection
with the listing by the Company of the Registrable Securities on any securities exchange on which similar securities of the Company are then listed and the fees and expenses of any person, including special experts, retained by the Company. Except
as provided above, each Holder shall pay all expenses and fees relating to such Holder’s disposition to Registrable Securities including without limitation, all brokerage fees and commissions, all transfer and the fees and expenses of any
advisors or counsel the Holder engages. 
  
 Section 6.
Indemnification; Contribution. 
  
 (a) The Company agrees to
indemnify, defend and hold harmless each Holder and each person who controls any Holder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, a “Holder 
  

 15 








 Indemnified Party”), from and against any loss, damage, expense, liability or claim (including the reasonable
cost of investigation) which such Holder Indemnified Party may incur under the Securities Act, the Exchange Act or otherwise, insofar as such loss, damage, expense, liability or claim arises out of or is based upon any untrue statement or alleged
untrue statement of a material fact contained in any Shelf Registration Statement or Prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arises out of or is based upon any omission or alleged omission to state a
material fact required to be stated in any Shelf Registration Statement or in any amendment or supplement thereto or necessary to make the statements therein not misleading, or arises out of or is based upon any omission or alleged omission to state
a material fact necessary in order to make the statements made in any Prospectus or in any amendment or supplement thereto or in any preliminary prospectus, in the light of the circumstances under which they were made, not misleading, except insofar
as any such loss, damage, expense, liability or claim arises out of or is based upon any untrue statement or omission or alleged untrue statement or omission of a material fact contained in, or omitted from, and in conformity with information
furnished in writing by or on behalf of any Holder to the Company expressly for use therein, provided, however, that the Company shall not be required to provide any indemnify pursuant to this Section 6(a) in any such case insofar as
any such loss, damage, expense, liability, claim or action arises out of or is based upon any untrue statement or omission or alleged untrue statement or omission of a material fact contained in, or omitted from, and in conformity with written
information pertaining to an Initial Purchaser or Holder furnished by or on behalf of such Initial Purchaser or Holder to the Company expressly for use in, any Shelf Registration Statement or any Prospectus, including information provided by such
Holder in a Notice and Questionnaire; provided further that, with respect to any untrue statement or omission or alleged untrue statement or omission made in any preliminary prospectus relating to a Shelf Registration Statement, the
indemnity agreement contained in this subsection (a) shall not inure to the benefit of any Holder from whom the person asserting any such losses, damages, expenses, liabilities, claims or actions purchased such Registrable Securities, to the extent
that a prospectus relating to such Registrable Securities was required to be delivered by such Holder under the Securities Act in connection with such purchase and any such loss, damage, expense, liability, claim or action of such Holder results
from the fact that there was not sent or given to such person, at or prior to the written confirmation of the sale of such Registrable Securities to such person, a copy of the final prospectus if the Company had previously furnished copies thereof
to such Holder; provided further, that this indemnity agreement will not apply to any loss, damage, expense, liability or claim arising from an offer or sale, occurring during a Suspension Period, of Registrable Securities by a Notice
Holder to whom the Company theretofore provided a Suspension Notice in accordance with Section 3(i). 
  
 (b) Each Holder, severally and not jointly, agrees to indemnify, defend and hold harmless the Company, its directors, officers and any person who controls
the Company within the meaning of Section 15 of the Securities Act or 
  

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 Section 20 of the Exchange Act (each, a “Company Indemnified Party”) from and against any loss, damage,
expense, liability or claim (including the reasonable cost of investigation) which such Company Indemnified Party may incur under the Securities Act, the Exchange Act or otherwise, insofar as such loss, damage, expense, liability or claim (i) arises
out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in information furnished in writing by or on behalf of such Holder to the Company expressly for use in any Shelf Registration Statement or
Prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arises out of or is based upon any omission or alleged omission to state a material fact required to be stated in any Shelf Registration Statement or in any
amendment or supplement thereto or necessary to make the statements therein not misleading, or arises out of or is based upon any omission or alleged omission to state a material fact necessary in order to make the statements in any Prospectus or in
any amendment or supplement thereto or in any preliminary prospectus, in the light of the circumstances under which they were made, not misleading, in connection with such information, (ii) arises out of or is based upon a sale of Registrable
Securities during a Suspension Period by a Notice Holder to whom the Company theretofore provided a Suspension Notice in accordance with Section 3(i), or (iii) arises out of or is based upon a sale of Registrable Securities by a Notice Holder
without delivery of the most recent applicable Prospectus provided to such Holder by the Company pursuant to Section 3(g) or Section 2(d); and, subject to the limitation set forth immediately preceding this clause, each Holder shall reimburse, as
incurred, the Company for any legal or other expenses reasonably incurred by the Company or any Company Indemnified Party in connection with investigating or defending any loss, damage, expense, liability, claim or action in respect thereof. This
indemnity agreement will be in addition to any liability which such Holder may otherwise have to the Company or any of its controlling persons. In no event shall the liability of any selling Holder of Registrable Securities hereunder be greater in
amount than the dollar amount of the proceeds received by such Holder upon the sale of the Registrable Securities pursuant to the Shelf Registration Statement giving rise to such indemnification obligation. 
  
 (c) If any action, suit or proceeding (each, a “Proceeding”)
is brought against any person in respect of which indemnity may be sought pursuant to either subsection (a) or (b) of this Section 6, such person (the “Indemnified Party”) shall promptly notify the person against whom such indemnity
may be sought (the “Indemnifying Party”) in writing of the institution of such Proceeding and the Indemnifying Party shall assume the defense of such Proceeding; provided, however, that the omission to notify such
Indemnifying Party shall not relieve such Indemnifying Party from any liability which it may have to such Indemnified Party or otherwise except to the extent that the Indemnifying Party is prejudiced thereby. Such Indemnified Party shall have the
right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless the employment of such counsel shall have been authorized in writing by such Indemnifying Party in
connection with the defense of such Proceeding or such Indemnifying Party shall not have employed counsel 
  

 17 








 to have charge of the defense of such Proceeding within 30 days of the receipt of notice thereof or such Indemnified
Party shall have reasonably concluded upon the written advice of counsel that there may be one or more defenses available to it that are different from, additional to or in conflict with those available to such Indemnifying Party (in which case such
Indemnifying Party shall not have the right to direct that portion of the defense of such Proceeding on behalf of the Indemnified Party, but such Indemnifying Party may employ counsel and participate in the defense thereof but the fees and expenses
of such counsel shall be at the expense of such Indemnifying Party), in any of which events such reasonable fees and expenses shall be borne by such Indemnifying Party and paid as incurred (it being understood, however, that such Indemnifying Party
shall not be liable for the expenses of more than one separate counsel in any one Proceeding or series of related Proceedings together with reasonably necessary local counsel representing the Indemnified Parties who are parties to such action). An
Indemnifying Party shall not be liable for any settlement of such Proceeding effected without the written consent of such Indemnifying Party, but if settled with the written consent of such Indemnifying Party, such Indemnifying Party agrees to
indemnify and hold harmless an Indemnified Party from and against any loss or liability by reason of such settlement. Notwithstanding the foregoing sentence, if at any time an Indemnified Party shall have requested an Indemnifying Party to reimburse
such Indemnified Party for fees and expenses of counsel as contemplated by the second sentence of this paragraph, then such Indemnifying Party agrees that it shall be liable for any settlement of any Proceeding effected without its written consent
if (i) such settlement is entered into more than 60 Business Days after receipt by such Indemnifying Party of the aforesaid request, (ii) such Indemnifying Party shall not have reimbursed such Indemnified Party in accordance with such request prior
to the date of such settlement and (iii) such Indemnified Party shall have given such Indemnifying Party at least 30 days’ prior notice of its intention to settle. No Indemnifying Party shall, without the prior written consent of any
Indemnified Party, effect any settlement of any pending or threatened Proceeding in respect of which such Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party, unless such
settlement includes an unconditional release of such Indemnified Party from all liability on claims that are the subject matter of such Proceeding and does not include an admission of fault, culpability or a failure to act, by or on behalf of such
Indemnified Party. 
  
 (d) If the indemnification provided for in
this Section 6 is unavailable to an Indemnified Party under subsections (a) and (b) of this Section 6 in respect of any losses, damages, expenses, liabilities or claims referred to therein, then each applicable Indemnifying Party, in lieu of
indemnifying such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party as a result of such losses, damages, expenses, liabilities or claims (i) in such proportion as is appropriate to reflect the relative
benefits received by the Company on the one hand and the Holders on the other hand from the offering of the Registrable Securities or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is
appropriate to reflect not 
  

 18 








 only the relative benefits referred to in clause (i) above but also the relative fault of the Company on the one hand and
of the Holders on the other in connection with the statements or omissions which resulted in such losses, damages, expenses, liabilities or claims, as well as any other relevant equitable considerations. The relative fault of the Company on the one
hand and of the Holders on the other shall be determined by reference to, among other things, whether the untrue statement or alleged untrue statement of a material fact or omission or alleged omission relates to information supplied by the Company
or by the Holders and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The amount paid or payable by a party as a result of the losses, damages, expenses,
liabilities and claims referred to above shall be deemed to include any reasonable legal or other fees or expenses reasonably incurred by such party in connection with investigating or defending any Proceeding. 
  
 (e) The Company and the Holders agree that it would not be just and equitable
if contribution pursuant to this Section 6 were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in subsection (d) above. Notwithstanding the provisions of
this Section 6, no Holder shall be required to contribute any amount in excess of the amount by which the total price at which the Registrable Securities sold by it were offered to the public exceeds the amount of any damages which it has otherwise
been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution
from any person who was not guilty of such fraudulent misrepresentation. The Holders’ respective obligations to contribute pursuant to this Section 6 are several in proportion to the respective amount of Registrable Securities they have sold
pursuant to a Shelf Registration Statement, and not joint. The remedies provided for in this Section 6 are not exclusive and shall not limit any rights or remedies which may otherwise be available to any Indemnified Party at law or in equity.

  
 (f) The indemnity and contribution provisions contained in
this Section 6 shall remain operative and in full force and effect regardless of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of any Holder or any person controlling any Holder, or the Company, or the
Company’s officers or directors or any person controlling the Company and (iii) the sale of any Registrable Security by any Holder. 
  
 Section 7. Information Requirements. (a) The Company covenants that, if at any time before the end of the Effectiveness Period it is not subject to
the reporting requirements of the Exchange Act, it will cooperate with any Holder of Registrable Securities and take such further action as any Holder of Registrable Securities may reasonably request in writing (including, without limitation, making
such representations as any such Holder may reasonably request), all to the extent required from time to time to enable such Holder to sell Registrable 
  

 19 








 Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144,
Rule 144A, Regulation S and Regulation D under the Securities Act and customarily taken in connection with sales pursuant to such exemptions. Upon the written request of any Holder of Registrable Securities, the Company shall deliver to such Holder
a written statement as to whether it has complied with such filing requirements, unless such a statement has been included in the Company’s most recent report filed with the SEC pursuant to Section 13 or Section 15(d) of Exchange Act.
Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company to register any of its securities (other than the Common Stock) under any section of the Exchange Act. 
  
 (b) The Company shall file the reports required to be filed by it under the
Exchange Act and shall comply with all other requirements set forth in the instructions to Form S-1 or Form S-3, as the case may be, in order to allow the Company to be eligible to file registration statements on Form S-1 or Form S-3. 
  
 Section 8. Miscellaneous. 
  
 (a) No Conflicting Agreements. The Company is not, as of the date
hereof, a party to, nor shall it, on or after the date of this Agreement, enter into, any agreement with respect to its securities that conflicts with the rights granted to the Holders of Registrable Securities in this Agreement. The Company
represents and warrants that the rights granted to the Holders of Registrable Securities hereunder do not in any way conflict with the rights granted to the holders of the Company’s securities under any other agreements. 
  
 (b) Amendments and Waivers. The provisions of this Agreement,
including the provisions of this sentence, may not be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given, unless the Company has obtained the written consent of Holders of a majority
of the then outstanding Underlying Common Stock constituting Registrable Securities (with Holders of Notes deemed to be the Holders, for purposes of this Section, of the number of outstanding shares of Underlying Common Stock into which such Notes
are or would be convertible as of the date on which such consent is requested). Notwithstanding the foregoing, a waiver or consent to depart from the provisions hereof with respect to a matter that relates exclusively to the rights of Holders of
Registrable Securities whose securities are being sold pursuant to a Shelf Registration Statement and that does not directly or indirectly affect the rights of other Holders of Registrable Securities may be given by Holders of at least a majority of
the Registrable Securities being sold by such Holders pursuant to such Shelf Registration Statement; provided that the provisions of this sentence may not be amended, modified, or supplemented except in accordance with the provisions of the
immediately preceding sentence. Each Holder of Registrable Securities outstanding at the time of any such amendment, modification, supplement, waiver or consent or thereafter shall be bound by any such amendment, modification, 
  

 20 








 supplement, waiver or consent effected pursuant to this Section 8(b), whether or not any notice, writing or marking
indicating such amendment, modification, supplement, waiver or consent appears on the Registrable Securities or is delivered to such Holder. 
  
 (c) Notices. All notices and other communications provided for or permitted hereunder shall be made in writing by hand delivery, by telecopier, by
courier guaranteeing overnight delivery or by first-class mail, return receipt requested, and shall be deemed given (i) when made, if made by hand delivery, (ii) upon confirmation, if made by telecopier, (iii) one (1) Business Day after being
deposited with such courier, if made by overnight courier or (iv) on the date indicated on the notice of receipt, if made by first-class mail, to the parties as follows: 
  
 (x) if to a Holder of Registrable Securities, at the most current address given by such Holder to the Company in a Notice
and Questionnaire or any amendment thereto; 
  

	 	(y)	if to the Company, to: 

  
 IVAX Corporation 
 4400 Biscayne Boulevard

 Miami, FL 33137 
 Attention:
General Counsel 
 Telecopy No.: (305) 575-6049 
  
 with a copy to 
  
 Stearns Weaver Miller 
 150 West Flagler
Street 
 Suite 2200 
 Miami, FL
33130 
 Attention: Alison W. Miller, Esq. 
 Telecopy No.: (305) 789-3395 
  

	 	(z)	if to the Initial Purchasers, to: 

  
 UBS Securities LLC 
 299 Park Avenue 
 New York, New York 10171 
 Attention: Syndicate Department 
 Telecopy No.: (212) 821-4998 
  
 with a copy to (for informational purposes only): 
  
 UBS Securities LLC 
 299 Park Avenue 
  

 21 








 New York, New York 10171 
 Attention: Legal Department 
 Telecopy No.: (212) 821-4042 
  
 or to such other address as such person may have furnished to the other persons identified in
this Section 8(c) in writing in accordance herewith. 
  
 (d)
Approval of Holders. Whenever the consent or approval of Holders of a specified percentage of Registrable Securities is required hereunder, Registrable Securities held by the Company or its affiliates (as such term is defined in Rule 405
under the Securities Act) (other than the Initial Purchasers or subsequent Holders of Registrable Securities if such subsequent Holders are deemed to be such affiliates solely by reason of their holdings of such Registrable Securities) shall not be
counted in determining whether such consent or approval was given by the Holders of such required percentage. 
  
 (e) Successors and Assigns. Any person who purchases any Registrable Securities from the Initial Purchaser or any Holder shall be deemed, for
purposes of this Agreement, to be an assignee of the Initial Purchaser or such Holder, as the case may be. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties and shall inure to the
benefit of and be binding upon each Holder of any Registrable Securities. 
  
 (f) Counterparts. This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be original and all of which
taken together shall constitute one and the same agreement. 
  
 (g) Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof. 
  

(h) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO
CONFLICTS OF LAWS PRINCIPLES THEREOF. 
  
 (i) Severability.
If any term, provision, covenant or restriction of this Agreement is held to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and
shall in no way be affected, impaired or invalidated thereby, and the parties hereto shall use its best efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term,
provision, covenant or restriction, it being intended that all of the rights and privileges of the parties shall be enforceable to the fullest extent permitted by law. 
  

 22 








 (j) Entire Agreement. This Agreement is intended by the parties as a final expression of their
agreement and is intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein and the registration rights granted by the Company with respect to the
Registrable Securities. Except as provided in the Purchase Agreement, there are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein, with respect to the registration rights granted by the Company
with respect to the Registrable Securities. This Agreement supersedes all prior agreements and undertakings among the parties with respect to such registration rights. No party hereto shall have any rights, duties or obligations other than those
specifically set forth in this Agreement. 
  
 (k)
Termination. This Agreement and the obligations of the parties hereunder shall terminate upon the end of the Effectiveness Period, except for any liabilities or obligations under Section 4, 5 or 6 hereof and the obligations to make payments
of and provide for liquidated damages under Section 2(e) hereof to the extent such damages accrue prior to the end of the Effectiveness Period, each of which shall remain in effect in accordance with its terms. 
  

 23 








 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

  

			
	 IVAX CORPORATION

		
	 By:
	 	  


	 Name:
	 	 
	 Title:
	 	 


  
 Confirmed and accepted as of the
date 
 first above written on behalf of itself 
 and the other
several Initial Purchasers: 
  
 UBS SECURITIES LLC 
  

			
	 By:
	 	  


	 Name:
	 	 
	 Title:
	 	 

  

 24