ESCROW AND DEPOSIT ACCOUNT CONTROL AGREEMENT among NEKTAR THERAPEUTICS, WELLS FARGO BANK, NATIONAL ASSOCIATION as Collateral Agent, and WELLS FARGO BANK, NATIONAL ASSOCIATION as Escrow Agent Dated as of July 11, 2012 ACCOUNT NUMBER: 00000000 SHORT...Escrow and Deposit Account Control Agreement • July 11th, 2012 • Nektar Therapeutics • Pharmaceutical preparations • New York
This Agreement is being entered into in connection with (i) the Purchase Agreement, dated July 3, 2012 (the “Purchase Agreement”), among the Company, Cowen and Company, LLC and CRT Capital Group LLC, as representative of the initial purchasers of the Notes (as defined herein) issued on the date hereof, (ii) the Indenture, dated as of July 11, 2012 (the “Indenture”), governing the Company’s 12% Senior Secured Notes due 2017 (the “Notes”), between the Company, the Trustee and the Collateral Agent, and (iii) the Pledge and Security Agreement, dated as of July 11, 2012 (the “Security Agreement”), between the Company and the Collateral Agent. Capitalized terms, which are used but not defined herein have the meanings specified therefor in the Security Agreement.
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • July 11th, 2012 • Nektar Therapeutics • Pharmaceutical preparations • New York
THIS PLEDGE AND SECURITY AGREEMENT (this “Agreement”) is made as of July 11, 2012, by Nektar Therapeutics, a corporation organized under the laws of the State of Delaware (the “Company”), and the subsidiaries of the Company that become guarantors hereunder pursuant to Section 10(o) hereof (together with the Company, the “Grantors” and each one a “Grantor”), whose principal place of business and chief executive office (as those terms are used in the Uniform Commercial Code of the State of New York (the “New York UCC”)) are set forth beneath their corresponding signature pages hereto, in favor of Wells Fargo Bank, National Association, not in its individual capacity but solely as collateral agent (together with its successors and assigns, in such capacity “Collateral Agent”), for the benefit of the Secured Parties (as hereinafter defined), the Notes, the Note Guarantees and all other Obligations under the other Indenture Documents. The Grantors hereby agree with Collateral Agent as follo
