Exhibit 10.1
Execution Version
$125,000,000
ISIS PHARMACEUTICALS, INC.
2 5¤8% Convertible Subordinated Notes due 2027
PURCHASE AGREEMENT
January 17, 2007
LEHMAN BROTHERS INC.,
As Representative of the several
Initial Purchasers named in Schedule I attached hereto,
c/o Lehman Brothers Inc.
745 Seventh Avenue
New York, New York 10019
Ladies and Gentlemen:
Isis Pharmaceuticals, Inc., a Delaware corporation (the "Company"), proposes,
upon the terms and conditions set forth in this agreement (this "Agreement"), to
issue and sell to you, as the initial purchasers (the "Initial Purchasers"),
$125,000,000 in aggregate principal amount of its 2 5¤8% Convertible
Subordinated Notes due 2027 (the "Firm Securities").
The Firm Securities will
(i) have terms and provisions that are summarized in the Pricing Disclosure
Package (as defined below) and Offering Memorandum (as defined below) and (ii)
are to be issued pursuant to an Indenture (the "Indenture") to be entered into
between the Company and Wells Fargo Bank, NA, as trustee (the "Trustee").
The
Company also proposes to issue and sell to the Initial Purchasers not more than
an additional $37,500,000 principal amount of its 2 5¤8% Convertible
Subordinated Notes due 2027 (the "Additional Securities") if and to the extent
that you, as Representative of the Initial Purchasers, shall have determined to
exercise, on behalf of the Initial Purchasers, the right to purchase such 2 5¤8%
Convertible Subordinated Notes due 2027 granted to the Initial Purchasers in
Section 3(a) hereof.
The Firm Securities and the Additional Securities are
hereinafter collectively referred to as the "Securities."
The Securities will
be convertible into shares of the Company's common stock (par value $0.001 per
share) (the "Underlying Securities").
This is to confirm the agreement
concerning the purchase of the Securities from the Company by the Initial
Purchasers.
1.
PURCHASE AND RESALE OF THE SECURITIES.
THE SECURITIES WILL BE
OFFERED AND SOLD TO THE INITIAL PURCHASERS WITHOUT REGISTRATION UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), IN RELIANCE ON AN
EXEMPTION PURSUANT TO SECTION 4(2) UNDER THE SECURITIES ACT.
THE COMPANY HAS
PREPARED A PRELIMINARY OFFERING MEMORANDUM, DATED JANUARY 16, 2007 (TOGETHER
WITH THE DOCUMENTS INCORPORATED BY REFERENCE THEREIN, THE "PRELIMINARY OFFERING
MEMORANDUM"), A PRICING TERM SHEET SUBSTANTIALLY IN THE FORM ATTACHED HERETO AS
SCHEDULE II (THE "PRICING TERM SHEET") SETTING FORTH THE TERMS OF THE SECURITIES
OMITTED FROM THE PRELIMINARY OFFERING MEMORANDUM AND AN OFFERING MEMORANDUM,
DATED JANUARY 17, 2007 (TOGETHER WITH THE DOCUMENTS INCORPORATED BY REFERENCE
THEREIN, THE "OFFERING MEMORANDUM"),
SETTING FORTH INFORMATION REGARDING THE COMPANY AND THE SECURITIES (AS DEFINED
HEREIN).
THE PRELIMINARY OFFERING MEMORANDUM, AS SUPPLEMENTED AND AMENDED AS OF
THE APPLICABLE TIME (AS DEFINED BELOW), TOGETHER WITH THE PRICING TERM SHEET AND
ANY OF THE DOCUMENTS LISTED ON SCHEDULE III HERETO ARE COLLECTIVELY REFERRED TO
AS THE "PRICING DISCLOSURE PACKAGE." THE COMPANY HEREBY CONFIRMS THAT IT HAS
AUTHORIZED THE USE OF THE PRELIMINARY OFFERING MEMORANDUM, THE PRICING
DISCLOSURE PACKAGE AND THE OFFERING MEMORANDUM IN CONNECTION WITH THE OFFERING
AND RESALE OF THE SECURITIES BY THE INITIAL PURCHASERS. "APPLICABLE TIME" MEANS
7:00 P.M.