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Form of Right Certificate
(Exhibit B to Rights agreement)
Certificate No. R- _____ Rights
NOT EXERCISABLE AFTER FEBRUARY 1, 2009 OR EARLIER IF
REDEMPTION OR EXCHANGE OCCURS. THE RIGHTS ARE SUBJECT
TO REDEMPTION AT $.01 PER RIGHT AND TO EXCHANGE ON THE
TERMS SET FORTH IN THE RIGHTS AGREEMENT.
Right Certificate
CV Therapeutics, Inc.
This certifies that ___________________ or registered
assigns, is the registered owner of the number of Rights set
forth above, each of which entitles the owner thereof, subject to
the terms, provisions and conditions of the First Amended and
Restated Rights Agreement, dated as of July 19, 2000 (the "Rights
Agreement"), between CV Therapeutics, Inc., a Delaware
corporation (the "Company"), and Wells Fargo Bank Minnesota, N.A.
(the "Rights Agent"), to purchase from the Company at any time
after the Distribution Date (as such term is defined in the
Rights Agreement) and prior to 5:00 P.M., Pacific Time, on
February 1, 2009 at the office of the Rights Agent designated for
such purpose, or at the office of its successor as Rights Agent,
one one-hundredth of a fully paid non-assessable share of
Series A Junior Participating Preferred Stock, par value $ .001
per share (the "Preferred Shares"), of the Company, at a purchase
price of $500.00 per one one-hundredth of a Preferred Share (the
"Purchase Price"), upon presentation and surrender of this Right
Certificate with the Form of Election to Purchase duly executed.
The number of Rights evidenced by this Right Certificate (and the
number of one one-hundredths of a Preferred Share which may be
purchased upon exercise hereof) set forth above, and the Purchase
Price set forth above, are the number and Purchase Price as of
February 2, 1999, based on the Preferred Shares as constituted at
such date.
From and after the time any Person becomes an Acquiring
Person, (as such terms are defined in the Rights Agreement), if
the Rights evidenced by this Right Certificate are beneficially
owned by (i) an Acquiring Person or an Affiliate or Associate of
any such Acquiring Person (as such terms are defined in the
Rights Agreement), (ii) a transferee of any such Acquiring
Person, Associate or Affiliate who becomes a transferee after the
Acquiring Person becomes such, or (iii) under certain
circumstances specified in the Rights Agreement, a transferee of
any such Acquiring Person, Associate or Affiliate who becomes a
transferee prior to or concurrently with the Acquiring Person
becoming such, such Rights shall become null and void without any
further action and no holder hereof shall have any right with
respect to such Rights from and after the time any Person becomes
an Acquiring Person.
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As provided in the Rights Agreement, the Purchase Price and
the number of one one-hundredths of a Preferred Share which may
be purchased upon the exercise of the Rights evidenced by this
Right Certificate are subject to modification and adjustment upon
the happening of certain events.
This Right Certificate is subject to all of the terms,
provisions and conditions of the Rights Agreement, as amended
from time to time, which terms, provisions and conditions are
hereby incorporated herein by reference and made a part hereof
and to which Rights Agreement reference is hereby made for a full
description of the rights, limitations of rights, obligations,
duties and immunities hereunder of the Rights Agent, the Company
and the holders of the Right Certificates. Copies of the Rights
Agreement are on file at the principal executive offices of the
Company and the above-mentioned offices of the Rights Agent.
This Right Certificate, with or without other Right
Certificates, upon surrender at the office of the Rights Agent
designated for such purpose, may be exchanged for another Right
Certificate or Right Certificates of like tenor and date
evidencing Rights entitling the holder to purchase a like
aggregate number of Preferred Shares as the Rights evidenced by
the Right Certificate or Right Certificates surrendered shall
have entitled such holder to purchase. If this Right Certificate
shall be exercised in part, the holder shall be entitled to
receive upon surrender hereof another Right Certificate or Right
Certificates for the number of whole Rights not exercised.
Subject to the provisions of the Rights Agreement, the
Rights evidenced by this Certificate (i) may be redeemed by the
Company at a redemption price of $.01 per Right or (ii) may be
exchanged in whole or in part for shares of the Company's Common
Stock, par value $.001 per share, or, upon circumstances set
forth in the Rights Agreement, cash, property or other securities
of the Company, including fractions of a share of Preferred
Stock.
No fractional Preferred Shares will be issued upon the
exercise of any Right or Rights evidenced hereby (other than
fractions which are integral multiples of one one-hundredth of a
Preferred Share, which may, at the election of the Company, be
evidenced by depositary receipts) but in lieu thereof a cash
payment will be made, as provided in the Rights Agreement.
No holder of this Right Certificate shall be entitled to
vote or receive dividends or be deemed for any purpose the holder
of the Preferred Shares or of any other securities of the Company
which may at any time be issuable on the exercise hereof, nor
shall anything contained in the Rights Agreement or herein be
construed to confer upon the holder hereof, as such, any of the
rights of a stockholder of the Company or any right to vote for
the election of directors or upon any matter submitted to
stockholders at any meeting thereof, or to give or withhold
consent to any corporate action, or to receive notice of meetings
or other actions affecting stockholders (except as provided in
the Rights Agreement), or to receive dividends or subscription
rights, or otherwise, until the Right or Rights evidenced by this
Right Certificate shall have been exercised as provided in the
Rights Agreement.
This Right Certificate shall not be valid or obligatory for
any purpose until it shall have been countersigned by the Rights
Agent.
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Witness the facsimile signature of the proper officers of
the Company and its corporate seal. Dated as of July 19, 2000.
Attest: CV Therapeutics, Inc.
By:_______________________ By:__________________________
Alan C. Mendelson Louis G. Lange
Secretary Chairman of the Board and
Chief Executive Officer
Countersigned:
Wells Fargo Bank Minnesota, N.A.
as Rights Agent
By:_______________________
Print Name: Beverly Robinson
Title: Account Manager
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Form of Reverse Side of Right Certificate
FORM OF ASSIGNMENT
(To be executed by the registered holder if such
holder desires to transfer the Right Certificate.)
FOR VALUE RECEIVED ______________________________________
hereby sells, assigns and transfers unto
(Please print name and address of transferee)
_________________________________________________________________
____ this Right Certificate, together with all right, title and
interest therein, and does hereby irrevocably constitute and
appoint ________________________ Attorney, to transfer the within
Right Certificate on the books of the within-named Company, with
full power of substitution.
Dated: ____________________
______________________________
Signature
Form of Reverse Side of Right Certificate -- continued
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Signature Guaranteed:
Signatures must be guaranteed by an "eligible guarantor
institution" as defined in Rule 17Ad-15 promulgated under the
Securities Exchange Act of 1934, as amended.
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The undersigned hereby certifies that (1) the Rights
evidenced by this Right Certificate are not being sold, assigned
or transferred by or on behalf of a Person who is or was an
Acquiring Person, an Interested Stockholder or an Affiliate or
Associate thereof (as such terms are defined in the Rights
Agreement); and (2) after due inquiry and to the best of the
knowledge of the undersigned, the undersigned did not acquire the
Rights evidenced by this Right Certificate from any Person who is
or was an Acquiring Person, an Interested Stockholder, or an
Affiliate or Associate thereof.
______________________________
Signature
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FORM OF ELECTION TO PURCHASE
(To be executed if holder desires to exercise
Rights represented by the Right Certificate.)
To Wells Fargo Bank Minnesota, N.A.;
The undersigned hereby irrevocably elects to exercise
___________________________ Rights represented by this Right
Certificate to purchase the Preferred Shares issuable upon the
exercise of such Rights and requests that certificates for such
Preferred Shares be issued in the name of:
Please insert social security
or other identifying number: ______________
______________________________________________________________
(Please print name and address)
______________________________________________________________
If such number of Rights shall not be all the Rights evidenced by
this Right Certificate, a new Right Certificate for the balance
remaining of such Rights shall be registered in the name of and
delivered to:
Please insert social security
or other identifying number: ______________
______________________________________________________________
(Please print name and address)
______________________________________________________________
Dated: _________________
______________________________
Signature
Form of Reverse Side of Right Certificate -- continued
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Signature Guaranteed:
Signatures must be guaranteed by an "eligible guarantor
institution" as defined in Rule 17Ad-15 promulgated under the
Securities Exchange Act of 1934, as amended.
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The undersigned hereby certifies that (1) the Rights
evidenced by this Right Certificate are not beneficially owned by
nor are they being exercised on behalf of an Acquiring Person, an
Interested Stockholder or an Affiliate or Associate thereof (as
such terms are defined in the Rights Agreement); and (2) after
due inquiry and to the best of the knowledge of the undersigned,
the undersigned did not acquire the Rights evidenced by this
Right Certificate from any Person who is or was an Acquiring
Person, an Interested Stockholder, or an Affiliate or Associate
thereof.
______________________________
Signature
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NOTICE
The signature in the Form of Assignment or Form of Election
to Purchase, as the case may be, must conform to the name as
written upon the face of this Right Certificate in every
particular, without alteration or enlargement or any change
whatsoever.
In the event the certification set forth above in the Form
of Assignment or the Form of Election to Purchase, as the case
may be, is not completed, the Company and the Rights Agent will
deem the beneficial owner of the Rights evidenced by this Right
Certificate to be an Acquiring Person or an Affiliate or
Associate thereof (as defined in the Rights Agreement) and such
Assignment or Election to Purchase will not be honored.
