QUIDEL CORPORATION (a Delaware corporation) Convertible Senior Notes due 2020 UNDERWRITING AGREEMENT Dated: December 2, 2014Underwriting Agreement • December 8th, 2014 • Quidel Corp /De/ • In vitro & in vivo diagnostic substances • New York
QUIDEL CORPORATION, a Delaware corporation (the “Company”), confirms its agreement with Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”), J.P. Morgan Securities LLC (“J.P. Morgan”) and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Merrill Lynch and J.P. Morgan are acting as representatives (in such capacity, the “Representatives”), with respect to (i) the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective principal amounts set forth in said Schedule A of $150,000,000 aggregate principal amount of the Company’s Convertible Senior Notes due 2020 (the “Initial Securities”) and (ii) the grant by the Company to the Underwriters, acting severally and not jointly, of the option to purchase all or any part of an additional $22,500,000 aggregate principal amo
QUIDEL CORPORATION as Issuer AND THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. as Trustee First Supplemental Indenture Dated as of December 8, 2014 to Indenture Dated as of December 1, 2014 3.25% Convertible Senior Notes due 2020First Supplemental Indenture • December 8th, 2014 • Quidel Corp /De/ • In vitro & in vivo diagnostic substances • New York
FIRST SUPPLEMENTAL INDENTURE, dated as of December 8, 2014, between Quidel Corporation, a corporation duly organized and existing under the laws of the State of Delaware, as issuer (the “Company”), having its principal office at 12544 High Bluff Drive, Suite 200, San Diego, California 92130, and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”) to the Indenture dated as of December 1, 2014, between the Company and the Trustee (the “Original Indenture”; the Original Indenture as amended and supplemented hereby and as it may be further amended and supplemented in accordance herewith and therewith, with respect to the Notes, the “Indenture”).
