RESTRICTION TERMINATION
1
This paragraph should be included only if the Security is a Global Security.
2
This paragraph to be included only if the Security is a Restricted
Security.
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DATE") ONLY (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO A
REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES
ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE
144A, TO A PERSON IT REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER AS
DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A
QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING
MADE IN RELIANCE ON RULE 144A, OR (D) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE
COMPANY'S AND THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER
PURSUANT TO CLAUSE (D) PRIOR TO THE RESALE RESTRICTION TERMINATION DATE TO
REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATIONS AND/OR OTHER
INFORMATION SATISFACTORY TO EACH OF THEM, AND IN EACH OF THE FOREGOING CASES, TO
REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE
OF THIS SECURITY IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE.
THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE
RESTRICTION TERMINATION DATE.
THE HOLDER OF THIS SECURITY IS ENTITLED TO THE BENEFITS OF A REGISTRATION
RIGHTS AGREEMENT (AS SUCH TERM IS DEFINED IN THE INDENTURE REFERRED TO ON THE
REVERSE HEREOF) AND, BY ITS ACCEPTANCE HEREOF, AGREES TO BE BOUND BY AND TO
COMPLY WITH THE PROVISIONS OF SUCH REGISTRATION RIGHTS AGREEMENT.3
DENDREON CORPORATION
4.75% Convertible Senior Subordinated Notes due
2014
No. [
]
CUSIP: 24823Q AA5
Dendreon Corporation, a Delaware corporation, promises to pay to Cede & Co.
or registered assigns the principal amount of ($
) on June 15, 2014.
This Security shall bear interest as specified on the other side of this
Security. This Security is convertible as specified on the other side of this
Security.
Additional provisions of this Security are set forth on the other side of
this Security.
Dated:
SIGNATURE PAGE FOLLOWS
3
This paragraph to be included only if the Security is a Restricted Security.
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IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed.
DENDREON CORPORATION
By:
Name:
Title:
Dated: June 11, 2007
Trustee's Certificate of Authentication:
This is one of the Securities referred to in
the within-mentioned Indenture.
THE BANK OF NEW YORK TRUST COMPANY, N.A., as Trustee
By:
Authorized Signatory
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[FORM OF REVERSE SIDE OF SECURITY]
DENDREON CORPORATION
4.75% CONVERTIBLE SENIOR SUBORDINATED NOTES DUE 2014
1. INTEREST
Dendreon Corporation, a Delaware corporation (the "Company", which term
shall include any successor corporation under the Indenture hereinafter referred
to), promises to pay interest on the principal amount of this Security at the
rate of 4.75% per annum. The Company shall pay interest semiannually on June