EQUITY SECURITIES.
SUBJECT TO THE TERMS AND
CONDITIONS OF THIS AGREEMENT, ON OR PRIOR TO THE PURCHASE OPTION CLOSING DATE,
HOLDINGS SHALL SURRENDER TO ISIS ITS CERTIFICATES REPRESENTING ITS SYMPHONY
GENISIS EQUITY SECURITIES, AND SHALL CONVEY GOOD TITLE TO SUCH SYMPHONY GENISIS
EQUITY SECURITIES, FREE FROM ANY ENCUMBRANCES AND FROM ANY AND ALL RESTRICTIONS
THAT ANY SALE, ASSIGNMENT OR OTHER TRANSFER OF SUCH SYMPHONY GENISIS EQUITY
SECURITIES BE CONSENTED TO OR APPROVED BY ANY PERSON.
ON OR PRIOR TO THE
PURCHASE OPTION CLOSING DATE, HOLDINGS SHALL REMOVE ALL DIRECTORS SERVING ON THE
SYMPHONY GENISIS BOARD, OTHER THAN THE ISIS DIRECTOR (AS DEFINED IN SECTION
4(B)(IV) HEREOF) FROM THE SYMPHONY GENISIS BOARD AS OF THE PURCHASE OPTION
CLOSING DATE.
FURTHERMORE, HOLDINGS SHALL USE COMMERCIALLY REASONABLE EFFORTS
TO DELIVER TO ISIS, PROMPTLY AFTER THE PURCHASE OPTION CLOSING DATE, ANY
CERTIFICATES REPRESENTING SYMPHONY GENISIS EQUITY SECURITIES WHICH WERE NOT
SURRENDERED TO ISIS ON THE PURCHASE OPTION CLOSING DATE.
(E)
VALUATION OF ISIS STOCK.
IN THE EVENT THAT ISIS ELECTS TO PAY PART OF THE
PURCHASE PRICE THROUGH THE DELIVERY TO HOLDINGS OF ISIS COMMON STOCK, THE VALUE
PER SHARE THEREOF (THE "ISIS COMMON STOCK VALUATION") SHALL EQUAL THE AVERAGE
CLOSING PRICE OF ISIS COMMON STOCK, AS REPORTED BY THE NASDAQ NATIONAL MARKET,
OR OTHER NATIONAL EXCHANGE THAT IS THE PRIMARY EXCHANGE ON WHICH ISIS COMMON
STOCK IS LISTED, FOR THE SIXTY (60) TRADING DAYS IMMEDIATELY PRECEDING (BUT NOT
INCLUDING) THE SECOND TRADING DAY PRIOR TO THE PURCHASE OPTION EXERCISE DATE.
IF ISIS COMMON STOCK IS NOT TRADED ON A NATIONAL EXCHANGE OR THE NASDAQ NATIONAL
MARKET, THEN ISIS SHALL BE OBLIGATED TO PAY THE PURCHASE PRICE SOLELY IN CASH ON
THE PURCHASE OPTION CLOSING DATE.
ISIS SHALL CALCULATE THE ISIS COMMON STOCK
VALUATION IN ACCORDANCE WITH THIS SECTION 2(E), SUBJECT TO REVIEW AND
CONFIRMATION BY HOLDINGS.
(F)
GOVERNMENT APPROVALS.
ON OR PRIOR TO THE PURCHASE OPTION CLOSING DATE,
EACH OF ISIS, SYMPHONY GENISIS AND HOLDINGS SHALL HAVE TAKEN ALL NECESSARY
ACTION TO CAUSE ALL GOVERNMENTAL APPROVALS WITH RESPECT TO SUCH PARTY
(INCLUDING, WITHOUT LIMITATION, THE PREPARING AND FILING OF ANY PRE-MERGER
NOTIFICATION AND REPORT FORMS REQUIRED UNDER THE HART-SCOTT-RODINO
5
ANTITRUST IMPROVEMENTS ACT OF 1976, AS AMENDED ("HSR FILINGS")) REQUIRED TO BE
IN EFFECT IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT TO
BE IN EFFECT; PROVIDED, HOWEVER, THAT WITH RESPECT TO GOVERNMENT APPROVALS
REQUIRED BY A GOVERNMENTAL AUTHORITY OTHER THAN THE UNITED STATES FEDERAL
GOVERNMENT AND ITS VARIOUS BRANCHES AND AGENCIES, THE PARTIES' OBLIGATIONS UNDER
THIS SECTION 2(F) SHALL BE LIMITED TO CAUSING TO BE IN EFFECT ONLY THOSE
GOVERNMENT APPROVALS, THE FAILURE OF WHICH TO BE IN EFFECT WOULD, EITHER
INDIVIDUALLY OR IN THE AGGREGATE, REASONABLY BE EXPECTED TO HAVE A MATERIAL
ADVERSE EFFECT ON ANY OF THE PARTIES.
EACH OF SYMPHONY GENISIS AND ISIS SHALL
PAY ITS OWN COSTS ASSOCIATED WITH TAKING SUCH ACTION.
SYMPHONY GENISIS SHALL
PAY ANY COSTS OF HOLDINGS ASSOCIATED WITH OBTAINING GOVERNMENT APPROVALS
REQUIRED IN CONNECTION WITH THE EXERCISE OF THE PURCHASE OPTION.
ALL