the events described in Sections 7(g)
or (l) shall have occurred or if the Initial Purchasers shall decline to
purchase the Securities for any reason permitted under this Agreement.
11.
REIMBURSEMENT OF INITIAL PURCHASERS'
EXPENSES.
IF (A) THE COMPANY FAILS TO TENDER THE SECURITIES FOR DELIVERY TO THE
INITIAL PURCHASERS OR (B) THE INITIAL PURCHASERS SHALL DECLINE TO PURCHASE THE
SECURITIES BECAUSE ANY OF THE CONDITIONS SET FORTH IN SECTION 7 OF THIS
AGREEMENT IS NOT MET, THE COMPANY SHALL REIMBURSE THE INITIAL PURCHASERS FOR ALL
REASONABLE OUT-OF-POCKET EXPENSES (INCLUDING FEES AND DISBURSEMENTS OF COUNSEL)
INCURRED BY THE INITIAL PURCHASERS IN CONNECTION WITH THIS AGREEMENT AND THE
PROPOSED PURCHASE OF THE SECURITIES, AND UPON DEMAND THE COMPANY SHALL PAY THE
FULL AMOUNT THEREOF TO THE INITIAL PURCHASERS.
12.
NOTICES, ETC.
ALL STATEMENTS, REQUESTS,
NOTICES AND AGREEMENTS HEREUNDER SHALL BE IN WRITING, AND:
(A)
IF TO ANY INITIAL PURCHASER, SHALL BE
DELIVERED OR SENT BY HAND DELIVERY, MAIL, TELEX, OVERNIGHT COURIER OR FACSIMILE
TRANSMISSION TO LEHMAN BROTHERS INC., 745 SEVENTH AVENUE, NEW YORK, NEW YORK
10019, ATTENTION:
SYNDICATE REGISTRATION (FAX:
646-834-8133)
31
WITH A COPY TO LATHAM & WATKINS LLP, 12636 HIGH BLUFF DRIVE, SUITE 400, SAN
DIEGO, CALIFORNIA 92130, ATTENTION:
FAYE H. RUSSELL (FAX:
858-523-5450), AND
WITH A COPY, IN THE CASE OF ANY NOTICE PURSUANT TO SECTION 8(C), TO THE DIRECTOR
OF LITIGATION, OFFICE OF THE GENERAL COUNSEL, LEHMAN BROTHERS INC., 399 PARK
AVENUE, 10TH FLOOR, NEW YORK, NEW YORK
10022 (FAX:
212-520-0421);
(B)
IF TO THE COMPANY, SHALL BE DELIVERED OR
SENT BY MAIL, TELEX, OVERNIGHT COURIER OR FACSIMILE TRANSMISSION TO ISIS
PHARMACEUTICALS, INC., 1896 RUTHERFORD ROAD, CARLSBAD, CALIFORNIA 92008,
ATTENTION:
B. LYNNE PARSHALL (FAX: 760-603-4650), WITH A COPY TO (I) GENERAL
COUNSEL (FAX: 760-268-4922) AND (II) COOLEY GODWARD KRONISH LLP, 4401 EASTGATE
MALL, SAN DIEGO, CALIFORNIA 92121, ATTENTION: JULIE M. ROBINSON (FAX:
858-550-6420);
provided, that any notice to an Initial Purchaser pursuant to Section 8(c) shall
be delivered or sent by hand delivery, mail, telex or facsimile transmission to
such Initial Purchaser at its address set forth in its acceptance telex to
Lehman Brothers Inc., which address will be supplied to any other party hereto
by Lehman Brothers Inc. upon request.
Any such statements, requests, notices or
agreements shall take effect at the time of receipt thereof.
The Company shall
be entitled to act and rely upon any request, consent, notice or agreement given
or made on behalf of the Initial Purchasers by Lehman Brothers Inc.
13.
PERSONS ENTITLED TO BENEFIT OF AGREEMENT.
THIS AGREEMENT SHALL INURE TO THE BENEFIT OF AND BE BINDING UPON THE INITIAL
PURCHASERS, THE COMPANY, AND THEIR RESPECTIVE SUCCESSORS.
THIS AGREEMENT AND
THE TERMS AND PROVISIONS HEREOF ARE FOR THE SOLE BENEFIT OF ONLY THOSE PERSONS,
EXCEPT THAT THE REPRESENTATIONS, WARRANTIES, INDEMNITIES AND AGREEMENTS OF THE
COMPANY CONTAINED IN THIS AGREEMENT SHALL ALSO BE DEEMED TO BE FOR THE BENEFIT
OF DIRECTORS, OFFICERS AND EMPLOYEES OF THE INITIAL PURCHASERS AND EACH PERSON
OR PERSONS, IF ANY, CONTROLLING ANY INITIAL PURCHASER WITHIN