EXHIBIT 4.4
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE
SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OTHERWISE DISPOSED OF EXCEPT
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE
STATE SECURITIES LAWS OR AN APPLICABLE EXEMPTION TO THE REGISTRATION
REQUIREMENTS OF SUCH ACT OR SUCH LAWS.
GENSIA SICOR INC.
2.675% Subordinated Convertible Notes
due May 1, 2004
No. 1 San Diego, CA
[$20,000,000.00]/1/ _______, 1997
GENSIA SICOR INC. (the "Company"), a Delaware corporation, for value
received, hereby promises to pay to [HEALTH CARE CAPITAL PARTNERS, L.P.], or
registered assigns, the principal amount of TWENTY MILLION AND 00/100 DOLLARS
[$20,000,000.00] on May 1, 2004, with interest (computed on the basis of a 360-
day year of twelve 30-day months) on the unpaid balance of such principal amount
at the rate of 2.675% per annum from the date hereof, payable quarterly, in
arrears, on the last business day of March, June, September and December, until
such unpaid balance shall become due and payable (whether at maturity or at a
date fixed for redemption or by declaration or otherwise). During the
continuance of any Default or Event of Default, the Company shall pay interest
on the outstanding principal of, and any other amounts (other than interest), if
any, due on the Notes and (to the extent legally enforceable) on any overdue
installment of interest, at the rate of 11.75% per annum (computed on the same
basis as above) until such overdue amount is paid or until such Default or Event
of Default is cured. All payments on this Note shall be made in lawful money of
the United States of America at the address specified by the holder hereof for
such purpose in the Purchase Agreement, in the manner set forth in the Purchase
Agreement.
This Note is one of the Company's 2.675% Convertible Subordinated
Notes due May 1, 2004 originally issued in the aggregate principal amount of
$20,000,000.00 pursuant to the Purchase Agreement. The registered holder of
this Note is entitled to the benefits of such Purchase Agreement and may enforce
the agreements of the Company
______________________________
/1/ Registered holders and denomination of each Note to be determined.
Aggregate amount of Notes issued to total $20,000,000.
contained therein and exercise the remedies provided for thereby or otherwise
available in respect thereof.
This Note is convertible, upon the terms and subject to the conditions
specified in the Purchase Agreement.
This Note is expressly subordinated to the extent and in the manner
provided in Section 11 of the Purchase Agreement to all Senior Indebtedness (as
defined therein) of the Company.
This Note is a registered Note and, as provided in the Purchase
Agreement, is transferable only upon surrender of this Note for registration of
transfer, duly endorsed, or accompanied by a written instrument of transfer duly
executed, by the registered holder hereof or his attorney duly authorized in
writing. The Company may treat the person in whose name this Note is registered
as the owner hereof for the purpose of receiving payment and for all other
purposes, and the Company shall not be affected by any notice to the contrary.
This Note is subject to redemption, in whole or in part, all as
specified in the Purchase Agreement.
In case an Event of Default, as defined in the Purchase Agreement,
shall occur and be continuing, the unpaid balance of the principal, interest and
any other amounts payable on this Note may be declared and become due and
payable in the manner and with the effect provided in the Purchase Agreement.
THIS NOTE IS MADE AND DELIVERED IN NEW YORK, NEW YORK, AND SHALL BE
GOVERNED BY THE LAWS OF THE STATE OF DELAWARE.
GENSIA SICOR INC.
By _________________________
Title:
-2-