Warburg Note





Exhibit 10.32


THIS SECURITY AND THE COMMON STOCK ISSUABLE UPON ITS CONVERSION HAVE NOT BEEN REGISTERED UNDER
THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE OFFERED, SOLD,
PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER
THE SECURITIES ACT AND IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED
STATES AND OTHER JURISDICTIONS.

 



                                SANGSTAT MEDICAL CORPORATION



                              6.5% CONVERTIBLE NOTE DUE 2004



	
No. R-7
	
$10,000,000





SANGSTAT MEDICAL CORPORATION, a corporation duly organized and existing under the laws of
Delaware (the "Company") for value received, hereby promises to pay to Warburg Dillon Read LLC, or
registered assigns, the principal sum of Ten Million Dollars ($10,000,000) on March 29, 2004 and to
pay interest thereon, from March 29, 1999, or from the most recent interest payment date to which
interest has been paid or duly provided for, semi-annually on March 29 and September 29 in each
year, commencing September 29, 1999, at the rate of 6.5% per annum, until the principal hereof is
due, and at the rate of 8.5% per annum on any overdue principal and, to the extent permitted by law,
on any overdue interest. The interest so payable, and punctually paid or duly provided for, on any
interest payment date will be paid to the person in whose name this Security (or one or more
predecessor Securities) is registered at the close of business on the regular record date for such
interest, which shall be the March 26 or September 26 (whether or not a business day), as the case
may be, next preceding such interest payment date. Payment of the principal of this Security shall
be made upon the surrender of this Security to the Company, at its office at 1505 Adams Drive, Menlo
Park, CA 94025 or such other office within the United States as shall be notified by the Company to
the holder hereof) (the "Designated Office"), in such coin or currency of the United States of
America as at the time of payment shall be legal tender for the payment of public and private debts,
by transfer to a U.S. dollar account maintained by the payee with a bank in the United States of
America. Payment of interest on this Security shall be made by wire transfer to a U.S. dollar
account maintained by the payee with a bank in the United States of America, provided that if the
holder shall not have furnished wire instructions in writing to the Company no later than the record
date relating to an interest payment date, such payment may be made by U.S. dollar check mailed to
the address of the person entitled thereto as such address shall appear in the Company security
register.

1 Conversion. (a) The holder of this Security is entitled at any time on or after
March 31, 2000 and before the close of business on March 29, 2004 (or, in case the holder hereof has
exercised his right to require the Company to repurchase this Security or a portion hereof, then in
respect of this Security or such portion hereof, as the case may be, until and including, but
(unless the Company defaults in making the payment due upon repurchase) not after, the close of
business on the Repurchase Date) to convert this Security (or any portion of the principal amount
hereof that is an integral multiple of $1,000), into fully paid and nonassessable shares (calculated
as to each conversion to the nearest 1/100 of a share) of Common Stock of the Company at the rate of
50.0773 shares of Common Stock for each $1,000 principal amount of Security (or at the current
adjusted rate if an adjustment has been made as provided below) (the "Conversion Ratio") by
surrender of this Security, duly endorsed or assigned to the Company or in blank to the Company at
the Designated Office, accompanied by written notice to the Company that the holder hereof elects to
convert this Security (or if less than the entire principal amount hereof is to be converted,
specifying the portion hereof to be converted). Upon surrender of this Security for conversion, the
holder will be entitled to receive the interest accruing on the principal amount of this Security
then being converted from the interest payment date next preceding the date of such conversion to
such date of conversion. No payment or adjustment is to be made on conversion for dividends on the
Common Stock issued on conversion hereof. No fractions of shares or scrip representing fractions of
shares will be issued on conversion, but instead of any fractional interest, the Company shall pay a
cash adjustment, computed on the basis of the Closing Price of the Common Stock on the date of
conversion, or, at its option, the Company shall round up to the next higher whole share.

Notwithstanding the foregoing, at no time will the holder be entitled to convert this Security
into shares of Common Stock that, together with the number of shares of Common Stock owned (or
deemed for bank regulatory purposes to be owned) by such holder and its affiliates as set forth in
the notice of conversion, represent more than 4.9% of the Common Stock then outstanding. If at any
time the Conversion Ratio and the principal amount of this Security would result in a greater number
of shares being issuable upon conversion, then for so long as such condition shall exist, upon
exercise of the conversion right the holder shall receive (i) up to that number of shares of Common
Stock that, together with the number of shares of Common Stock owned (or deemed for bank regulatory
purposes to be owned) by such holder and its affiliates as set forth in the notice of conversion,
represent 4.9% of the Common Stock then outstanding, and (ii) an amount (in cash but not less
than zero), payable in immediately available funds, determined pursuant to the formula:

C=(( P 1000 x CR) - I) xS
whereC=the cash amount receivable by the holder;

P=the principal amount of this Security being converted;

CR=the Conversion Ratio (per $1,000 principal amount);

I=the number of shares issuable pursuant to clause (i) above; and

S=the Closing Price of the Common Stock on the date of conversion.




(b) The Conversion Ratio shall be subject to adjustments from time to time as follows:
(1) In case the Company shall pay or make a dividend or other distribution on any class of
capital stock of the Company payable in shares of Common Stock, the Conversion Ratio in effect at
the opening of business on the day following the Determination Date for such dividend or other
distribution shall be increased by dividing such Conversion Ratio by a fraction of which the
numerator shall be the number of shares of Common Stock outstanding at the close of business on such
Determination Date and the denominator shall be the sum of such number of shares and the total
number of shares constituting such dividend or other distribution, such increase to become effective
immediately after the opening of business on the day following such Determination Date. For the
purposes of this paragraph (1), the number of shares of Common Stock at any time outstanding shall
not include shares held in the treasury of the Company but shall include shares issuable in respect
of scrip certificates issued in lieu of fractions of shares of Common Stock. The Company will not
pay any dividend or make any distribution on shares of Common Stock held in the treasury of the
Company.

(2) Subject to the last sentence of paragraph (7) of this Section 1(b) and except for options or
warrants issued pursuant to Company employee benefit plans, in case the Company shall issue rights,
options or warrants to all holders of its Common Stock entitling them to subscribe for or purchase
shares of Common Stock at a price per share less than the current market price per share (determined
as provided in paragraph (8) of this Section 1(b)) of the Common Stock on the Determination
Date for such distribution, the Conversion Ratio in effect at the opening of business on the day
following such Determination Date shall be increased by dividing such Conversion Ratio by a fraction
of which the numerator shall be the number of shares of Common Stock outstanding at the close of
business on such Determination Date plus the number of shares of Common Stock which the aggregate of
the offering price of the total number of shares of Common Stock so offered for subscription or
purchase would purchase at such current market price and the denominator shall be the number of
shares of Common Stock outstanding at the close of business on such Determination Date plus the
number of shares of Common Stock so offered for subscription or purchase, such increase to become
effective immediately after the opening of business on the day following such Determination Date.
For the purposes of this paragraph (2), the number of shares of Common Stock at any time outstanding
shall not include shares held in the treasury of the Company but shall include shares issuable in
respect of scrip certificates issued in lieu of fractions of shares of Common Stock. The Company
will not issue any rights, options or warrants in respect of shares of Common Stock held in the
treasury of the Company.

(3) In case outstanding shares of Common Stock shall be subdivided into a greater number of
shares of Common Stock, the Conversion Ratio in effect at the opening of business on the day
following the day upon which such subdivision becomes effective shall be proportionately increased,
and, conversely, in case outstanding shares of Common Stock shall each be combined into a smaller
number of shares of Common Stock, the Conversion Ratio in effect at the opening of business on the
day following the day upon which such combination becomes effective shall be proportionately
reduced, such increase or reduction, as the case may be, to become effective immediately after the
opening of business on the day following the day upon which such subdivision or combination becomes
effective.

(4) Subject to the last sentence of paragraph (7) of this Section 1(b), in case the Company
shall, by dividend or otherwise, distribute to all holders of its Common Stock evidences of its
indebtedness, shares of any class of capital stock, or other property (including securities, but
excluding (i) any rights, options or warrants referred to in paragraph (2) of this Section 1(b)
(ii) any dividend or distribution paid exclusively in cash, (iii) any dividend or distribution
referred to in paragraph (1) of this Section 1(b) and (iv) any merger or consolidation to which
Section 1(h) applies), the Conversion Ratio shall be adjusted so that the same shall equal the
rate determined by dividing the Conversion Ratio in effect immediately prior to the close of
business on the Determination Date for such distribution by a fraction of which the numerator shall
be the current market price per share (determined as provided in paragraph (8) of this
Section 1(b)) of the Common Stock on such Determination Date less the then fair market value
(as determined in good faith by the Board of Directors of the Company) of the portion of the assets,
shares or evidences of indebtedness so distributed applicable to one share of Common Stock and the
denominator shall be such current market price per share of the Common Stock, such adjustment to
become effective immediately prior to the opening of business on the day following such
Determination Date. However, if such fraction shall be not more than zero (0), no adjustment to the
Conversion Ratio will be made. If the Board of Directors determines the fair market value of any
distribution for purposes of this paragraph (4) by reference to the actual or when issued trading
market for any securities comprising such distribution, it must in doing so consider the prices in
such market over the same period used in computing the current market price per share pursuant to
paragraph (8) of this Section 1(b).

(5) In case the Company shall, by dividend or otherwise, make a Cash Distribution, then, and in
each such case, immediately after the close of business on the Determination Date for such Cash
Distribution, the Conversion Ratio shall be adjusted so that the same shall equal the rate
determined by dividing the Conversion Ratio in effect immediately prior to the close of business on
such Determination Date by a fraction (a) the numerator of which shall be equal to the current
market price per share (determined as provided in paragraph (8) of this Section 1(b)) of the
Common Stock on such Determination Date less an amount equal to the quotient of (1) the amount of
such Cash Distribution divided by (2) the number of shares of Common Stock outstanding on such
Determination Date and (b) the denominator of which shall be equal to the current market price per
share (determined as provided in paragraph (8) of this Section 1(b)) of the Common Stock on such
Determination Date.

(6) In case the Company or any Subsidiary shall make an Excess Purchase Payment, then, and in
each such case, immediately prior to the opening of business on the day after the tender offer in
respect of which such Excess Purchase Payment is to be made expires, the Conversion Ratio shall be
adjusted so that the same shall equal the rate determined by dividing the Conversion Ratio in effect
immediately prior to the close of business on the Determination Date for such tender offer by a
fraction (a) the numerator of which shall be equal to the current market price per share (determined
as provided in paragraph (8) of this Section 1(b)) of the Common Stock on such Determination Date
less an amount equal to the quotient of (A) the Excess Purchase Payment divided by (B) the number of
shares of Common Stock outstanding (including any tendered shares) as of the Determination Date less
the number of all shares validly tendered and not withdrawn as of the Determination Date and (b) the
denominator of which shall be equal to the current market price per share (determined as provided in
paragraph (8) of this Section 1(b)) of the Common Stock as of such Determination Date. However, if
such fraction shall be not more than zero (0), no adjustment to the Conversion Ratio will be
made.

(7) The reclassification of Common Stock into securities other than Common Stock (other than any
reclassification upon a consolidation or merger to which Section 1(h) applies) shall be deemed to
involve (a) a distribution of such securities other than Common Stock to all holders of Common Stock
(and the effective date of such reclassification shall be deemed to be the Determination Date), and
(b) a subdivision or combination, as the case may be, of the number of shares of Common Stock
outstanding immediately prior to such reclassification into the number of shares of Common Stock
outstanding immediately thereafter (and the effective date of such reclassification shall be deemed
to be "the day upon which such subdivision becomes effective" or "the day upon which such
combination becomes effective", as the case may be, and "the day upon which such subdivision or
combination becomes effective" within the meaning of paragraph (3) of this Section 1(b)).
Rights or warrants issued by the Company to all holders of its Common Stock entitling the holders
thereof to subscribe for or purchase shares of Common Stock, which rights or warrants (i) are deemed
to be transferred with such shares of Common Stock, (ii) are not exercisable and (iii) are also
issued in respect of future issuances of Common Stock, in each case in clauses (i) through (iii)
until the occurrence of a specified event or events ("Trigger Event"), shall for purposes of this
Section 1(b) not be deemed issued until the occurrence of the earliest Trigger Event.

(8) For the purpose of any computation under paragraphs (2), (4), (5) or (6) of this
Section 1(b) the current market price per share of Common Stock on any date shall be calculated
by the Company and be deemed to be the average of the daily Closing Prices for the five consecutive
Trading Days ending on the earlier of the day in question and the day before the "ex" date with
respect to the issuance or distribution requiring such computation. For purposes of this paragraph,
the term "ex date", when used with respect to any issuance or distribution, means the first date on
which the Common Stock trades regular way in the applicable securities market or on the applicable
securities exchange without the right to receive such issuance or distribution.

(9) No adjustment in the Conversion Ratio shall be required unless such adjustment (plus any
adjustments not previously made by reason of this paragraph (9)) would require an increase or
decrease of at least one percent in such rate; provided, however, that any adjustments
which by reason of this paragraph (9) are not required to be made shall be carried forward and taken
into account in any subsequent adjustment. All calculations under this Section 1 shall be made
to the nearest cent or to the nearest one-hundredth of a share, as the case may be.

(10) The Company may make such increases in the Conversion Ratio, for the remaining term of the
Securities or any shorter term, in addition to those required by paragraphs (1), (2), (3), (4), (5)
and (6) of this Section 1(b) as it considers to be advisable in order to avoid or diminish any
income tax to any holders of shares of Common Stock resulting from any dividend or distribution of
stock or issuance of rights or warrants to purchase or subscribe for stock or from any event treated
as such for income tax purposes.



(c) Whenever the Conversion Ratio is adjusted as provided in Section 1(b), the Company shall
compute the adjusted Conversion Ratio in accordance with Section 1(b) and shall prepare a
certificate signed by the chief financial officer of the Company setting forth the adjusted
Conversion Ratio and showing in reasonable detail the facts upon which such adjustment is based, and
shall promptly deliver such certificate to the holder of this Security.

(d) In case:
(1) the Company shall declare a dividend or other distribution on its Common Stock payable (i)
otherwise than exclusively in cash or (ii) exclusively in cash in an amount that would require
any adjustment pursuant to Section 1(b); or

(2) the Company shall authorize the granting to the holders of its Common Stock of rights,
options or warrants to subscribe for or purchase any shares of capital stock of any class or of any
other rights; or

(3) of any reclassification of the Common Stock of the Company, or of any consolidation, merger
or share exchange to which the Company is a party and for which approval of any shareholders of the
Company is required, or of the conveyance, sale, transfer or lease of all or substantially all of
the assets of the Company; or

(4) of the voluntary or involuntary dissolution, liquidation or winding up of the Company; or

(5) the Company or any Subsidiary shall commence a tender offer for all or a portion of the
Company's outstanding shares of Common Stock (or shall amend any such tender offer);



then the Company shall cause to be delivered to the holder of this Security, at least 20 days (or
10 days in any case specified in clause (1) or (2) above) prior to the applicable record, expiration
or effective date hereinafter specified, a notice stating (x) the date on which a record is to
be taken for the purpose of such dividend, distribution, rights, options or warrants, or, if a
record is not to be taken, the date as of which the holders of Common Stock of record to be entitled
to such dividend, distribution, rights, options or warrants are to be determined, (y) the date on
which the right to make tenders under such tender offer expires or (z) the date on which such
reclassification, consolidation, merger, conveyance, transfer, sale, lease, dissolution, liquidation
or winding up is expected to become effective, and the date as of which it is expected that holders
of Common Stock of record shall be entitled to exchange their shares of Common Stock for securities,
cash or other property deliverable upon such reclassification, consolidation, merger, conveyance,
transfer, sale, lease, dissolution, liquidation or winding up. Neither the failure to give such
notice nor any defect therein shall affect the legality or validity of the proceedings described in
clauses (1) through (5) of this Section 1(d).

(e) The Company shall at all times reserve and keep available, free from preemptive rights, out
of its authorized but unissued Common Stock, for the purpose of effecting the conversion of the
Security, the full number of shares of Common Stock then issuable upon the conversion of this
Security.

(f) Except as provided in the next sentence, the Company will pay any and all taxes and duties
that may be payable in respect of the issue or delivery of shares of Common Stock on conversion of
the Security. The Company shall not, however, be required to pay any tax or duty which may be
payable in respect of any transfer involved in the issue and delivery of shares of Common Stock in a
name other than that of the holder of this Security, and no such issue or delivery shall be made
unless and until the person requesting such issue has paid to the Company the amount of any such tax
or duty, or has established to the satisfaction of the Company that such tax or duty has been
paid.

(g) The Company agrees that all shares of Common Stock which may be delivered upon conversion of
the Security, upon such delivery, will have been duly authorized and validly issued and will be
fully paid and nonassessable (and shall be issued out of the Company's authorized but unissued
Common Stock) and, except as provided in Section 1(f), the Company will pay all taxes, liens
and charges with respect to the issue thereof.

(h) In case of any consolidation of the Company with any other person, any merger of the Company
into another person or of another person into the Company (other than a merger which does not result
in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock
of the Company) or any conveyance, sale, transfer or lease of all or substantially all of the
properties and assets of the Company, the person formed by such consolidation or resulting from such
merger or which acquires such properties and assets, as the case may be, shall execute and deliver
to the holder of this Security a supplemental agreement providing that such holder have the right
thereafter, during the period this Security shall be convertible as specified in Section 1(a),
to convert this Security only into the kind and amount of securities, cash and other property
receivable upon such consolidation, merger, conveyance, sale, transfer or lease (including any
Common Stock retainable) by a holder of the number of shares of Common Stock of the Company into
which this Security might have been converted immediately prior to such consolidation, merger,
conveyance, sale, transfer or lease, assuming such holder of Common Stock of the Company (i) is not
a person with which the Company consolidated, into which the Company merged or which merged into the
Company or to which such conveyance, sale, transfer or lease was made, as the case may be (a
"Constituent Person"), or an Affiliate of a Constituent Person and (ii) failed to exercise his
rights of election, if any, as to the kind or amount of securities, cash and other property
receivable upon such consolidation, merger, conveyance, sale, transfer or lease (provided
that if the kind or amount of securities, cash and other property receivable upon such
consolidation, merger, conveyance, sale, transfer, or lease is not the same for each share of Common
Stock of the Company held immediately prior to such consolidation, merger, conveyance, sale,
transfer or lease by others than a Constituent Person or an Affiliate thereof and in respect of
which such rights of election shall not have been exercised ("Non-electing Share"), then for the
purpose of this Section 1(h) the kind and amount of securities, cash and other property
receivable upon such consolidation, merger, conveyance, sale, transfer or lease by the holders of
each Non-electing Share shall be deemed to be the kind and amount so receivable per share by a
plurality of the Non-electing Shares). Such supplemental agreement shall provide for adjustments
which, for events subsequent to the effective date of such supplemental agreement, shall be as
nearly equivalent as may be practicable to the adjustments provided for in this Section 1. The
above provisions of this Section 1(h) shall similarly apply to successive consolidations,
mergers, conveyances, sales, transfers or leases. In this paragraph, "securities of the kind
receivable" upon such consolidation, merger, conveyance, transfer, sale or lease by a holder of
Common Stock means securities that, among other things, are registered and transferable under the
Securities Act, and listed and approved for quotation in all securities markets, in each case to the
same extent as such securities so receivable by a holder of Common Stock.

(i) The Company (i) will effect all registrations with, and obtain all approvals by, all
governmental authorities that may be necessary under any United States Federal or state law
(including the Securities Act of 1933, the Securities Exchange Act of 1934 and state securities and
Blue Sky laws) for the shares of Common Stock issuable upon conversion of this Security to be
lawfully issued and delivered as provided herein, and thereafter publicly traded (if permissible
under such Securities Act) and qualified or listed as contemplated by clause (ii) (it being
understood that the Company shall not be required to register the Common Stock issuable on
conversion hereof under the Securities Act, except pursuant to the Registration Rights Agreement
between the Company and the initial holder of this Security); and (ii) will list the shares of
Common Stock required to be issued and delivered upon conversion of Securities, prior to such
issuance or delivery, on each national securities exchange on which outstanding Common Stock is
listed or quoted at the time of such delivery, or if the Common Stock is not then listed on any
securities exchange, to qualify the Common Stock for quotation on the Nasdaq National Market or such
other inter-dealer quotation system, if any, on which the Common Stock is then quoted.

(j) For purposes hereof:

"Affiliate" of any specified person means any other person directly or indirectly controlling or
controlled by or under direct or indirect common control with such specified person. For the
purposes of this definition, "control", when used with respect to any specified person, means the
power to direct the management and policies of such person, directly or indirectly, whether through
the ownership of voting securities, by contract or otherwise; and the terms "controlling" and
"controlled" have meanings correlative to the foregoing.

"Cash Distribution" means the distribution by the Company to holders of its Common Stock of cash,
as an ordinary or extraordinary dividend, other than any cash that is distributed upon a merger or
consolidation to which Section 1(h) applies or as part of a distribution referred to in
paragraph (4) of Section 1(b).

"Closing Price" means, with respect to the Common Stock of the Company, for any day, the reported
last sale price per share on the Nasdaq National Market, or, if the Common Stock is not traded on
the Nasdaq National Market, on the principal national securities exchange or inter-dealer quotation
system on which the Common Stock is listed or admitted to trading, or if not listed or admitted to
trading on any national securities exchange or inter-dealer quotation system, the average of the
closing bid and asked prices per share in the over-the-counter market as furnished by any New York
Stock Exchange member firm selected from time to time by the Company for that purpose. 

"Common Stock" means the Common Stock, par value $.001 per share, of the Company authorized at
the date of this instrument as originally executed. Subject to the provisions of Section 1(h),
shares issuable on conversion or repurchase of this Security shall include only shares of Common
Stock or shares of any class or classes of common stock resulting from any reclassification or
reclassifications thereof; provided, however, that if at any time there shall be more
than one such resulting class, the shares so issuable on conversion of this Security shall include
shares of all such classes, and the shares of each such class then so issuable shall be
substantially in the proportion which the total number of shares of such class resulting from all
such reclassifications bears to the total number of shares of all such classes resulting from all
such reclassifications.

"Determination Date" means, in the case of a dividend or other distribution, including the
issuance of rights, options or warrants, to shareholders, the date fixed for the determination of
shareholders entitled to receive such dividend or other distribution and, in the case of a tender
offer, the last time that tenders could have been made pursuant to such tender offer.

"Excess Purchase Payment" means the product of (A) the excess, if any, of (i) the amount of cash
plus the fair market value (as determined in good faith by the Company's Board of Directors) of any
non-cash consideration required to be paid with respect to one share of Common Stock acquired or to
be acquired in a tender offer made by the Company or any subsidiary of the Company for all or any
portion of the Common Stock over (ii) the current market price per share as of the last time that
tenders could have been made pursuant to such tender offer and (B) the number of shares validly
tendered and not withdrawn as of the Determination Date in respect of such tender offer.

"Trading Day" means (i) if the Common Stock is admitted to trading on the Nasdaq National
Market or any other system of automated dissemination of quotations of securities prices, a day on
which trades may be effected through such system; (ii) if the Common Stock is listed or admitted for
trading on the New York Stock Exchange or any other national securities exchange, a day on which
such exchange is open for business; or (iii) if the Common Stock is not listed or admitted for
trading on any national securities exchange or any other system of automated dissemination of
quotation of securities prices, a day on which the Common Stock is traded regular way in the over-
the-counter market and for which a closing bid and a closing asked price for the Common Stock are
available.

2 Repurchase upon Change in Control. (a) In the event that a Change in Control (as
hereinafter defined) shall occur, then the holder of this Security shall have the right, at such
holder's option, to require the Company to repurchase, and upon the exercise of such right the
Company shall repurchase, this Security, or any portion of the principal amount hereof that is equal
to $1,000 or any integral multiple thereof, on the date (the "Repurchase Date") that is
30 Trading Days after the date on which the Company gives notice thereof to the holder of this
Security, at a purchase price equal to 100% of the principal amount of this Security to be
repurchased, plus interest accrued to the Repurchase Date (the "Repurchase Price"); provided,
however, that installments of interest on this Security whose stated maturity is on or prior
to the Repurchase Date shall be payable to the holder of this Security, or one or more predecessor
Securities, registered as such on the relevant Record Date according to their terms. The Company
agrees to give the holder of this Security notice of any Change in Control, by facsimile
transmission confirmed in writing by overnight courier service, promptly and in any event within two
Trading Days of the occurrence thereof.

(b) To exercise a repurchase right, the holder shall deliver to the Company on or before the 5th
day prior to the Repurchase Date, together with this Security, written notice of the holder's
exercise of such right, which notice shall set forth the name of the holder, the principal amount of
this Security to be repurchased (and, if this Security is to be repurchased in part, the portion of
the principal amount thereof to be repurchased and the name of the person in which the portion
thereof to remain outstanding after such repurchase is to be registered) and a statement that an
election to exercise the repurchase right is being made thereby. Such written notice shall be
irrevocable, except that the right of the holder to convert this Security (or the portion hereof
with respect to which the repurchase right is being exercised) shall continue until the close of
business on the Repurchase Date.

(c) In the event a repurchase right shall be exercised in accordance with the terms hereof, the
Company shall pay or cause to be paid to the holder the Repurchase Price in cash, together with
accrued and unpaid interest to the Repurchase Date; provided, however, that
installments of interest that mature on or prior to the Repurchase Date shall be payable in cash, to
the holders of this Security, or one or more predecessor Securities, registered as such at the close
of business on the relevant regular record date.

(d) If this Security (or portion thereof) is surrendered for repurchase and is not so paid on the
Repurchase Date, the principal amount of this Security (or such portion hereof, as the case may be)
shall, until paid, bear interest to the extent permitted by applicable law from the Repurchase Date
at the rate per annum borne by this Security, and shall remain convertible into Common Stock until
the principal of this Security (or portion thereof, as the case may be) shall have been paid or duly
provided for.

(e) If this Security is to be repurchased only in part, it shall be surrendered to the Company at
the Designated Office (with, if the Company so requires, due endorsement by, or a written instrument
of transfer in form satisfactory to the Company duly executed by, the holder hereof or his attorney
duly authorized in writing), and the Company shall execute and make available for delivery to the
holder without service charge, a new Security or Securities, containing identical terms and
conditions, each in an authorized denomination in aggregate principal amount equal to and in
exchange for the unrepurchased portion of the principal of the Security so surrendered. 

(f) For purposes of this Section 2.

(1) the term "beneficial owner" shall be determined in accordance with Rule 13d-3
promulgated by the Securities and Exchange Commission pursuant to the Securities Exchange Act of
1934; and

(2) a "Change in Control" shall be deemed to have occurred at the time, after the original
issuance of this Security, of:
(i) the acquisition by any person of beneficial ownership, directly or indirectly, through a
purchase, merger or other acquisition transaction or series of transactions, of shares of capital
stock of the Company entitling such person to exercise 50% or more of the total voting power of all
shares of capital stock of the Company entitled to vote generally in the elections of directors (any
shares of voting stock of which such person is the beneficial owner that are not then outstanding
being deemed outstanding for purposes of calculating such percentage) other than any such
acquisition by the Company or any employee benefit plan of the Company; or

(ii) any consolidation or merger of the Company with or into, any other person, any merger of
another person with or into the Company, or any conveyance, transfer, sale, lease or other
disposition of all or substantially all of the assets of the Company to another person (other than
(a) any such transaction (x) which does not result in any reclassification, conversion, exchange or
cancellation of outstanding shares of Common Stock and (y) pursuant to which holders of Common Stock
immediately prior to such transaction have the entitlement to exercise, directly or indirectly, 50%
or more of the total voting power of all shares of capital stock entitled to vote generally in the
election of directors of the continuing or surviving person immediately after such transaction and
(b) any merger which is effected solely to change the jurisdiction of incorporation of the Company
and results in a reclassification, conversion or exchange of outstanding shares of Common Stock into
solely shares of common stock).



3 Events of Default. (a) "Event of Default", wherever used herein, means any one of the
following events (whatever the reason for such Event of Default and whether it shall be voluntary or
involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any
court or any order, rule or regulation of any administrative or governmental body):
(1) default in the payment of any interest upon this Security when it becomes due and payable,
and continuance of such default for a period of 10 days; or

(2) default by the Company in the performance of its obligations in respect of any conversion of
this Security (or any portion hereof) in accordance with Section 1; or

(3)failure by the Company to give any notice of a Change of Control required to be delivered
in accordance with Section 2(a); or

(4) default in the performance, or breach, of any material covenant or warranty of the Company
herein (other than a covenant or warranty a default in the performance or breach of which is
specifically dealt with elsewhere in this Section 3(a)) and continuance of such default or
breach for a period of 10 days after there has been given, by registered or certified mail, to
the Company by the holders of at least 25% of the outstanding principal amount of this Security a
written notice specifying such default or breach and requiring it to be remedied and stating that
such notice is a "Notice of Default" hereunder; or

(5) a default under any bond, debenture, note or other evidence of indebtedness for money
borrowed by the Company, or under any agreement, mortgage, indenture or instrument under which there
may be issued or by which there may be secured or evidenced any indebtedness for money borrowed by
the Company, with a principal amount then outstanding in excess of $1,000,000, whether such
indebtedness now exists or shall hereafter be created, which default shall constitute a failure to
pay the principal of such indebtedness (in whole or in any part greater than $1,000,000) when due
and payable or shall have resulted in such indebtedness (in whole or in any part greater than
$1,000,000) becoming or being declared due and payable prior to the date on which it would otherwise
have become due and payable, without such indebtedness having been discharged, or such acceleration
having been rescinded or annulled, within a period of 15 days after there shall have been given, by
registered or certified mail, to the Company by the holders of at least 25% of the outstanding
principal amount of this Security a written notice specifying such default and requiring the Company
to cause such indebtedness to be discharged or cause such acceleration to be rescinded or annulled
and stating that such notice is a "Notice of Default" hereunder; or

(6) the entry by a court having jurisdiction in the premises of (A) a decree or order for relief
in respect of the Company in an involuntary case or proceeding under any applicable Federal or State
bankruptcy, insolvency, reorganization or other similar law or (B) a decree or order adjudging the
Company a bankrupt or insolvent, or approving as properly filed a petition seeking reorganization,
arrangement, adjustment or composition of or in respect of the Company under any applicable Federal
or State law, or appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator or
other similar official of the Company or of any substantial part of its property, or ordering the
winding up or liquidation of its affairs, and the continuance of any such decree or order for relief
or any such other decree or order unstayed and in effect for a period of 60 consecutive days; or

(7) the commencement by the Company of a voluntary case or proceeding under any applicable
Federal or State bankruptcy, insolvency, reorganization or other similar law or of any other case or
proceeding to be adjudicated a bankrupt or insolvent, or the consent by it to the entry of a decree
or order for relief in respect of the Company in an involuntary case or proceeding under any
applicable Federal or State bankruptcy, insolvency, reorganization or other similar law or to the
commencement of any bankruptcy or insolvency case or proceeding against it, or the filing by it of a
petition or answer or consent seeking reorganization or similar relief under any applicable Federal
or State law, or the consent by it to the filing of such petition or to the appointment of or taking
possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar
official of the Company or of any substantial part of its property, or the making by it of an
assignment for the benefit of creditors, or the admission by it in writing of its inability to pay
its debts generally as they become due, or the taking of corporate action by the Company in
furtherance of any such action.



(b) If an Event of Default (other than an Event of Default specified in Section 3(a)(6) or
3(a)(7)) occurs and is continuing, then in every such case the holder of this Security may declare
the principal hereof to be due and payable immediately, by a notice in writing to the Company, and
upon any such declaration such principal and all accrued interest thereon shall become immediately
due and payable. If an Event of Default specified in Section 3(a)(6) or 3(a)(7) occurs and is
continuing, the principal of, and accrued interest on, this Security shall ipso facto
become immediately due and payable without any declaration or other act of the holders.

4. Consolidation, Merger, Etc. (a) The Company shall not consolidate with or merge into
any other person or, directly or indirectly, convey, transfer, sell or lease all or substantially
all of its properties and assets to any person, and the Company shall not permit any person to
consolidate with or merge into the Company or, directly or indirectly, convey, transfer, sell or
lease all or substantially all of its properties and assets to the Company, unless:
(1 in case the Company shall consolidate with or merge into another person or convey, transfer,
sell or lease all or substantially all of its properties and assets to any person, the person formed
by such consolidation or into which the Company is merged or the person which acquires by
conveyance, transfer or sale, or which leases, all or substantially all the properties and assets of
the Company shall be a corporation, limited liability company, partnership or trust, shall be
organized and validly existing under the laws of the United States of America, any State thereof or
the District of Columbia and shall expressly assume, by an agreement supplemental hereto, executed
and delivered to the holder of this Security in form satisfactory to the holder, the due and
punctual payment of the principal of and interest on this Security and the performance or observance
of every covenant of this Security on the part of the Company to be performed or observed, including
the conversion rights provided herein;

(2 immediately after giving effect to such transaction and treating any indebtedness which
becomes an obligation of the Company or a subsidiary of the Company as a result of such transaction
as having been incurred by the Company or such subsidiary of the Company at the time of such
transaction, no Event of Default, and no event which, after notice or lapse of time or both, would
become an Event of Default, shall have happened and be continuing; and

(3 the Company has delivered to the holder of this Security an officers' certificate and an
opinion of counsel, each stating that such consolidation, merger, conveyance, transfer, sale or
lease and, if a supplemental agreement is required in connection with such transaction, such
supplemental agreement, comply with this Section and that all conditions precedent herein provided
for relating to such transaction have been complied with.



(b) Upon any consolidation of the Company with, or merger of the Company into, any other person
or any conveyance, transfer, sale or lease of all or substantially all of the properties and assets
of the Company in accordance with Section 4(a), the successor person formed by such
consolidation or into which the Company is merged or to which such conveyance, transfer, sale or
lease is made shall succeed to, and be substituted for, and may exercise every right and power of,
the Company under this Security with the same effect as if such successor person had been named as
the Company herein, and thereafter, except in the case of a lease, the predecessor person shall be
relieved of all obligations and covenants under this Security.


5. Other. (a) No provision of this Security shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of and interest on this Security
at the times, places and rate, and in the coin or currency, herein prescribed or to convert this
Security as herein provided.

(b) The Company will give prompt written notice to the holder of Security of any change in the
location of the Designated Office.

(c) The transfer of this Security is registrable on the Security Register of the Company upon
surrender of this Security for registration of transfer at the Designated Office, duly endorsed by,
or accompanied by a written instrument of transfer in form satisfactory to the Company duly executed
by, the holder hereof or his attorney duly authorized in writing, and thereupon one or more new
Securities, of authorized denominations and for the same aggregate principal amount, will be issued
to the designated transferee or transferees. Such Securities are issuable only in registered form
without coupons in denominations of $1,000 and any integral multiple thereof. No service charge
shall be made for any such registration of transfer, but the Company may require payment of a sum
sufficient to recover any tax or other governmental charge payable in connection therewith. Prior to
due presentation of this Security for registration of transfer, the Company and any agent of the
Company may treat the person in whose name this Security is registered as the owner thereof for all
purposes, whether or not this Security be overdue, and neither the Company nor any such agent shall
be affected by notice to the contrary.

Notwithstanding any other provision of this Security, this Security and the shares of Common
Stock issuable upon conversion hereof may only be transferred by the holder of this Security
(a) in the case of the Common Stock only, in a widely dispersed public offering; (b) to
one or more investors, in one or more transactions, any one of whom, after such purchase, would hold
not more than 2% of the shares of Common Stock then outstanding (assuming conversion of any portion
of this Security so transferred); (c) to any person or entity that already controls more than
50% of the voting securities of the Company prior to such transfer; (d) in a transaction that
complies with the volume and manner of sale restrictions of Rule 144 under the Securities Act
of 1933; or (e) in a transaction approved in advance by the Federal Reserve Board. The holder
of this Security, by acceptance thereof, shall be deemed to have agreed to the foregoing restriction
on transfers.

(d) This Security shall be governed by and construed in accordance with the laws of the State
of New York, United States of America.

 

IN WITNESS WHEREOF, the Company has caused this Security to be duly executed under its corporate
seal.

Dated: March __, 1999

SANGSTAT MEDICAL CORPORATION

 

 

By:/s/ Jean-Jacques Bienaimé
Name: Jean-Jacques Bienaimé

Title: President & CEO



Attest:

 

s/s Carole L. Nuechterlein

Name:  Carole L. Nuechterlein

Title: Vice President & General Counsel

ELECTION OF HOLDER TO REQUIRE REPURCHASE

1. Pursuant to Section 2(a) of this Security, the undersigned hereby elects to have all or a
portion of this Security repurchased by the Company.

2. The undersigned hereby directs the Company to pay [choose one] (a) it or (b) Name:
__________________; address: __________________; Social Security or Other Taxpayer Identification
Number, if any: ____________, an amount in cash equal to 100% of the principal amount to be
repurchased (as set forth below), plus interest accrued to the Repurchase Date, as provided
herein.

 

Dated: _______________________

 

_______________________

Signature

Number of shares of Common Stock 

owned by the holder and its affiliates: _____________________

 

 

Principal amount to be repurchased

(an integral multiple of $1,000): ______________________

Remaining principal amount following such repurchase

(not less than $1,000): ______________________

 

NOTICE: The signature to the foregoing Election must correspond to the name as written upon the
face of this Security in every particular, without alteration or any change whatsoever.

 

 



CONVERSION NOTICE

The undersigned holder of this Security hereby irrevocably exercises the option to convert this
Security, or any portion of the principal amount hereof (which is an integral multiple of $1,000)
below designated, into shares of Common Stock (subject to the limitation set forth in the second
paragraph of Section 1(a) of the Security) in accordance with the terms of this Security, and
directs that such shares, together with a check in payment for any fractional share and any Security
representing any unconverted principal amount hereof, be delivered to and be registered in the name
of the undersigned unless a different name has been indicated below. If shares of Common Stock or
Securities are to be registered in the name of a person other than the undersigned, the undersigned
will pay all transfer taxes payable with respect thereto. Any amount required to be paid by the
undersigned on account of interest accompanies this Security.

 

Dated: _____________________

___________________________

Signature

Number of shares of Common Stock

owned by the holder and its affiliates: ______________________


	
 

If shares or Securities are to be registered in the name of a person other than the holder,
please print such person's name and address:

 

 

_________________________

Name

 

 

_________________________

Address

 

 

_________________________

Social Security or other Taxpayer Identification Number, if any
	
If only a portion of the Securities is to be converted, please indicate:

 
1.Principal amount to be converted:

$___________

2.Principal amount and denomination of Security representing unconverted principal amount to
be issued:

 



Amount: $________

Denominations: $________

(any integral multiple of $1,000)