AN INSTITUTIONAL
ACCREDITED INVESTOR THAT IS PURCHASING THIS NOTE OR AN
19
INTEREST HEREIN, AS THE CASE MAY BE, FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF
SUCH AN INSTITUTIONAL ACCREDITED INVESTOR FOR INVESTMENT PURPOSES AND NOT WITH A
VIEW TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION
OF THE SECURITIES ACT, (D) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION
IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT (IF
AVAILABLE) OR (E) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE
TO EACH PERSON TO WHOM THIS NOTE OR AN INTEREST HEREIN IS TRANSFERRED A NOTICE
SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND; PROVIDED THAT THE ISSUER AND THE
TRUSTEE SHALL HAVE THE RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT
TO CLAUSE (2)(C), (D) OR (E) OF THIS PARAGRAPH, TO REQUIRE THE DELIVERY OF AN
OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH
OF THEM. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE
RESALE RESTRICTION TERMINATION DATE. AS USED HEREIN, THE TERMS "OFFSHORE
TRANSACTION" "UNITED STATES" AND "U.S. PERSON" HAVE THE MEANING GIVEN TO THEM BY
REGULATION S UNDER THE SECURITIES ACT.
BY ITS PURCHASE AND ACCEPTANCE OF A NOTE, EACH PURCHASER WILL BE DEEMED TO HAVE
REPRESENTED AND WARRANTED THAT EITHER (I) NO PLAN ASSETS HAVE BEEN USED TO
PURCHASE SUCH NOTES, OR (II) (X) ONE OR MORE PROHIBITED TRANSACTION STATUTORY OR
ADMINISTRATIVE EXEMPTIONS APPLIES SUCH THAT THE USE OF SUCH PLAN ASSETS TO
PURCHASE AND HOLD SUCH NOTES WILL NOT CONSTITUTE A NON-EXEMPT PROHIBITED
TRANSACTION; (Y) THE PLAN FIDUCIARY AUTHORIZING THE INVESTMENT IN THE NOTES HAS
DETERMINED THAT SUCH INVESTMENT IS PRUDENT AND OTHERWISE CONSISTENT WITH THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR OTHER
APPLICABLE LAW; AND (Z) THE INDIVIDUAL EXECUTING THE NOTE PURCHASE AGREEMENT IS
DULY AUTHORIZED UNDER THE APPLICABLE PLAN DOCUMENTS AND/OR APPLICABLE LAW TO SO
BIND THE PLAN. "PLAN" IS DEFINED TO INCLUDE CERTAIN GOVERNMENTAL PLANS, CERTAIN
CHURCH PLANS, EMPLOYEE BENEFIT PLANS AND CERTAIN OTHER RETIREMENT PLANS AND
ARRANGEMENTS, INCLUDING INDIVIDUAL RETIREMENT ACCOUNTS AND ANNUITIES, THAT ARE
SUBJECT TO ERISA AND/OR THE INTERNAL REVENUE CODE OF 1986, AS AMENDED AND ANY
ENTITY THAT MAY BE DEEMED TO HOLD THE ASSETS OF ANY SUCH PLANS.
THE NOTES MAY NOT BE RESOLD OR TRANSFERRED EXCEPT AS DESCRIBED IN THE FOREGOING,
AND ANY PROPOSED TRANSFEREE SHALL EXECUTE A CONFIDENTIALITY AGREEMENT IN THE
FORM ATTACHED AS EXHIBIT N TO THE INDENTURE.
THE NOTES MAY NOT BE SOLD OR TRANSFERRED TO ANY PERSON THAT IS ENGAGED IN THE
BUSINESS OF DEVELOPING, MANUFACTURING OR MARKETING PHARMACEUTICAL OR DIAGNOSTIC
PRODUCTS OR TO AN AFFILIATE (AS DEFINED IN THE INDENTURE REFERRED TO
HEREINAFTER) OF ANY SUCH PERSON ENGAGED IN ANY SUCH BUSINESS.
Each Global Note shall also bear the following legend on the face thereof:
UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE