IF ANY, OF THE
SURVIVING OR RESULTING ENTITY.
(B)
ASSIGNMENT AND TRANSFERS BY HOLDINGS.
PRIOR TO THE EXPIRATION OF THE
PURCHASE OPTION, HOLDINGS MAY NOT TRANSFER, IN WHOLE OR IN PART, ANY OR ALL OF
ITS SYMPHONY GENISIS EQUITY SECURITIES OR ANY OR ALL OF ITS RIGHTS OR
OBLIGATIONS HEREUNDER TO ANY PERSON (OTHER THAN ISIS) WITHOUT THE PRIOR WRITTEN
CONSENT OF ISIS.
IN ADDITION, ANY TRANSFER OF SYMPHONY GENISIS EQUITY
SECURITIES BY HOLDINGS OR ANY OTHER PERSON TO ANY PERSON OTHER THAN ISIS SHALL
BE CONDITIONED UPON, AND NO EFFECT SHALL BE GIVEN TO ANY SUCH TRANSFER UNLESS
SUCH TRANSFEREE SHALL AGREE IN WRITING IN FORM AND SUBSTANCE SATISFACTORY TO
ISIS TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS HEREUNDER, INCLUDING THE
PURCHASE OPTION, AS IF SUCH TRANSFEREE WERE ORIGINALLY DESIGNATED AS "HOLDINGS"
HEREUNDER.
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(C)
LEGEND.
ANY CERTIFICATES EVIDENCING SYMPHONY GENISIS EQUITY SECURITIES
SHALL BEAR A LEGEND IN SUBSTANTIALLY THE FOLLOWING FORM:
THE SECURITIES OF SYMPHONY GENISIS, INC., EVIDENCED HEREBY ARE SUBJECT TO AN
OPTION, HELD BY ISIS, AS DESCRIBED IN A PURCHASE OPTION AGREEMENT (THE "PURCHASE
OPTION AGREEMENT") DATED AS OF APRIL 7, 2006, BY AND AMONG ISIS PHARMACEUTICALS,
INC., AND THE OTHER PARTIES THERETO, TO PURCHASE SUCH SECURITIES AT A PURCHASE
PRICE DETERMINED PURSUANT TO SECTION 2 OF THE PURCHASE OPTION AGREEMENT,
EXERCISABLE BY WRITTEN NOTICE AT ANY TIME DURING THE PERIOD SET FORTH THEREIN.
COPIES OF THE PURCHASE OPTION AGREEMENT ARE AVAILABLE AT THE PRINCIPAL PLACE OF
BUSINESS OF SYMPHONY GENISIS, INC. AT 7361 CALHOUN PLACE, SUITE 325, ROCKVILLE,
MARYLAND 20855, AND WILL BE FURNISHED TO THE HOLDER HEREOF UPON WRITTEN REQUEST
WITHOUT COST.
Section 8.
Costs and Expenses; Payments.
(A)
SYMPHONY GENISIS COSTS AND EXPENSES.
SYMPHONY GENISIS SHALL PAY ANY OF
ITS ONGOING LEGAL EXPENSES WITH RESPECT TO THE TRANSACTIONS DESCRIBED IN THE
OPERATIVE DOCUMENTS FROM THE FUNDS ALLOCATED FOR SUCH PURPOSE IN THE MANAGEMENT
BUDGET.
(B)
COSTS AND EXPENSES OF THE PURCHASE OPTION.
EXCEPT AS OTHERWISE SPECIFIED
IN SECTION 2(F) HEREOF, EACH PARTY SHALL PAY ITS OWN COSTS AND EXPENSES INCURRED
IN CONNECTION WITH THE EXERCISE OF THE PURCHASE OPTION.
(C)
PAYMENTS TO HOLDINGS.
PAYMENT OF THE PURCHASE PRICE, PLUS ANY COSTS AND
EXPENSES PAYABLE BY SYMPHONY GENISIS UNDER SECTION 2(F) HEREOF, SHALL BE MADE TO
THE ACCOUNT OF HOLDINGS CONTEMPORANEOUSLY WITH OR PRIOR TO THE PAYOUT OF THE
PURCHASE PRICE ON THE PURCHASE OPTION CLOSING DATE NO LATER THAN 1:00 PM (NEW
YORK TIME).
Section 9.
Expiration; Termination of Agreement
(A)
TERMINATION.
(I)
THIS AGREEMENT SHALL TERMINATE UPON THE MUTUAL WRITTEN CONSENT OF
ALL OF THE PARTIES.
(II)
SUBJECT TO SECTION 1(C)(V) HEREOF, EACH OF HOLDINGS AND SYMPHONY
GENISIS MAY TERMINATE THIS AGREEMENT IN THE EVENT THAT SYMPHONY GENISIS
TERMINATES THE AMENDED AND RESTATED RESEARCH AND DEVELOPMENT AGREEMENT IN
ACCORDANCE WITH ITS TERMS.
Section 10.
Survival; Indemnification.
(A)
SURVIVAL OF REPRESENTATIONS AND WARRANTIES; EXPIRATION OF CERTAIN
COVENANTS.
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(I)
THE REPRESENTATIONS AND WARRANTIES OF THE PARTIES CONTAINED IN
THIS AGREEMENT SHALL SURVIVE FOR A PERIOD OF ONE YEAR