Resale Registration Rights Agreement

among

WATSON PHARMACEUTICALS, INC.

and

LEHMAN BROTHERS INC.,

MORGAN STANLEY & CO. INCORPORATED

and

CIBC WORLD MARKETS CORP.

WACHOVIA SECURITIES, INC.

BANC OF AMERICA SECURITIES LLC

COMERICA SECURITIES, INC.

WELLS FARGO SECURITIES, LLC

DATED AS OF MARCH 7, 2003

TABLE OF CONTENTS

RESALE REGISTRATION RIGHTS AGREEMENT, dated as of March 7, 2003, among Watson Pharmaceuticals, Inc., a Nevada corporation (the Company), and Lehman Brothers Inc., Morgan Stanley & Co. Incorporated, CIBC World Markets Corp., Wachovia Securities, Inc., Banc of America Securities LLC, Comerica Securities, Inc. and Wells Fargo Securities, LLC (collectively, the Initial Purchasers).

Pursuant to the Purchase Agreement, dated March 4, 2003, among the Company and the Initial Purchasers (the Purchase Agreement), the Initial Purchasers have agreed to purchase from the Company $500,000,000 ($575,000,000 if the Initial Purchasers exercise their option thereunder in full) in aggregate principal amount at maturity of the Companys 1.75% Convertible Contingent Senior Debentures due March 15, 2023 (the Debentures).  The Debentures will be convertible into fully paid, nonassessable shares of common stock, par value $0.0033 (the Conversion Shares) of the Company on the terms, and subject to the conditions, set forth in the Indenture (as defined herein).  To induce the Initial Purchasers to purchase the Debentures, the Company has agreed to provide the registration rights set forth in this Agreement pursuant to Section 3(k) of the Purchase Agreement.

The parties hereby agree as follows:

1.             Definitions..  As used in this Agreement, the following capitalized terms shall have the following meanings:

Additional Amount Payment Date:  Each Interest Payment Date.  For purposes of this Agreement, if no Debentures are outstanding, Additional Amount Payment Date shall mean each of March 15 and September 15.

Additional Amounts:  As defined in Section 3(a) hereof.

Affiliate:  As such term is defined in Rule 405 under the Securities Act.

Agreement:  This Resale Registration Rights Agreement, as amended, modified or otherwise supplemented from time to time in accordance with the terms hereof.

Blue Sky Application:  As defined in Section 6(a) hereof.

Broker-Dealer:  Any broker or dealer registered under the Exchange Act.

Business Day:  A day other than a Saturday or Sunday or any day on which banking institutions in New York City are authorized or obligated by law or executive order to close.

Closing Date:  The date of this Agreement.

Commission:  Securities and Exchange Commission.

Company:  As defined in the preamble hereto.

Conversion Shares:  As defined in the preamble hereto.

Debentures:  As defined in the preamble hereto.

Effectiveness Period:  As defined in Section 2(a)(iii) hereof.

Effectiveness Target Date:  As defined in Section 2(a)(ii) hereof.

Exchange Act:  Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder.

Holder:  A Person who owns, beneficially or otherwise, Transfer Restricted Securities.

Holder Questionnaire:  As defined in Section 2(b) hereof.

Indemnified Holder:  As defined in Section 6(a) hereof.

Indenture:  The Indenture, dated as of March 7, 2003, between the Company, and Wells Fargo Bank, National Association, as trustee, pursuant to which the Debentures are to be issued, as such Indenture is amended, modified or supplemented from time to time in accordance with the terms thereof.

Initial Purchasers:  As defined in the preamble hereto.

Interest Payment Date:  As defined in the Indenture.

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC