Number of Shares] TARGANTA THERAPEUTICS CORPORATION Common Stock, $0.0001 par value per share UNDERWRITING AGREEMENTUnderwriting Agreement • September 26th, 2007 • Targanta Therapeutics Corp. • Pharmaceutical preparations • New York
CREDIT AND SECURITY AGREEMENTCredit and Security Agreement • September 26th, 2007 • Targanta Therapeutics Corp. • Pharmaceutical preparations • Illinois
THIS CREDIT AND SECURITY AGREEMENT (as the same may be amended, supplemented, restated or otherwise modified from time to time, the “Agreement”) is dated as of September 24, 2007 by and among (a) TARGANTA THERAPEUTICS CORPORATION, a Delaware corporation, and any additional Borrower that may hereafter be added to this Agreement (each individually as a “Borrower” and collectively as “Borrowers”), (b) MERRILL LYNCH CAPITAL, a division of Merrill Lynch Business Financial Services Inc., individually as a Lender, and as Administrative Agent, (c) OXFORD FINANCE CORPORATION, a Delaware corporation, as a Lender, and (d) BLUECREST CAPITAL FINANCE, L.P., a Delaware limited partnership, as a Lender, and (e) the financial institutions or other entities from time to time parties hereto, each as a Lender.
ContractTarganta Therapeutics Corp. • September 26th, 2007 • Pharmaceutical preparations • Delaware
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT AND UNDER ANY SUCH APPLICABLE STATE LAWS, PROVIDED SUCH OPINION REQUIREMENT WILL BE WAIVED IN THE REASONABLE DISCRETION OF THE COMPANY.
PHARMA RIDERPharma Rider • September 26th, 2007 • Targanta Therapeutics Corp. • Pharmaceutical preparations
This Pharma Rider is made a part of and is incorporated by reference into that certain Credit and Security Agreement (the “Credit Agreement”) dated September 24, 2007 by and among TARGANTA THERAPEUTICS CORPORATION, a Delaware corporation, and any additional Borrower that may hereafter be added to this Agreement (each individually as a Borrower and collectively as Borrowers), MERRILL LYNCH CAPITAL, a division of Merrill Lynch Business Financial Services Inc., individually as a Lender, and as Administrative Agent, and the financial institutions or other entities from time to time parties hereto, each as a Lender.
