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Exhibit 4.3
[Face of Security]
ANTIGENICS INC.
Certificate No. _______
[INSERT PRIVATE PLACEMENT LEGEND AND GLOBAL SECURITY LEGEND]
5.25% Convertible Senior Note due 2025
CUSIP No. ____________
Antigenics Inc., a Delaware corporation (the "COMPANY"), for
value
received, hereby promises to pay to Cede & Co., or its
registered assigns, the
principal sum of _____________________ dollars ($__________) on
February 1, 2025
and to pay interest thereon, as provided on the reverse hereof,
until the
principal and any unpaid and accrued interest are paid or duly
provided for.
Interest Payment Dates: February 1 and August 1, with the first
payment to
be made on August 1, 2005.
Record Dates: January 15 and July 15.
The provisions on the back of this certificate are incorporated
as if set
forth on the face hereof.
IN WITNESS WHEREOF, Antigenics Inc. has caused this instrument
to be duly
signed.
ANTIGENICS INC.
By: _______________________
Name:
Title:
Dated: _____________________
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TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities referred to in the
within-mentioned Indenture.
HSBC BANK USA, NATIONAL ASSOCIATION, as Trustee
By: _____________________________________
Authorized Signatory
Dated: _________________________
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[REVERSE OF SECURITY]
ANTIGENICS INC.
5.25% CONVERTIBLE SENIOR NOTE DUE 2025
1. INTEREST. Antigenics Inc., a Delaware corporation (the
"COMPANY"),
promises to pay interest on the principal amount of this
Security at the rate
per annum shown above. The Company will pay interest, payable
semi-annually in
arrears, on February 1 and August 1 of each year, with the first
payment to be
made on August 1, 2005. Interest on the Securities will accrue
on the principal
amount from, and including, the most recent date to which
interest has been paid
or provided for or, if no interest has been paid or provided
for, from, and
including, January 25, 2005, in each case to, but excluding, the
next interest
payment date or Maturity Date, as the case may be. Interest will
be computed on
the basis of a 360-day year of twelve 30-day months.
2. MATURITY. The Securities will mature on February 1, 2025.
3. METHOD OF PAYMENT. Except as provided in the Indenture (as
defined
below), the Company will pay interest on the Securities to the
persons who are
Holders of record of Securities at the close of business on the
record date set
forth on the face of this Security next preceding the applicable
interest
payment date. Holders must surrender Securities to a Paying
Agent to collect the
principal amount, Redemption Price, Option Purchase Price or
Fundamental Change
Repurchase Price of the Securities, plus, if applicable, accrued
and unpaid
interest, if any, payable as herein provided upon Redemption,
Purchase at
Holder's Option or Repurchase Upon Fundamental Change, as the
case may be. The
Company will pay, in money of the United States that at the time
of payment is
legal tender for payment of public and private debts, all
amounts due in cash
with respect to the Securities, which amounts shall be paid (A)
in the case this
Security is in global form, by wire transfer of immediately
available funds to
the account specified by the Holder hereof; or (B) in the case
this Security is
held, other than global form, by a Holder who is the record
holder of more than
five million dollars ($5,000,000) aggregate principal amount of
Securities, by
wire transfer of immediately available funds to the account
specified by such
Holder or, if no such account is specified, or if this Security
is held, other
than in global form, by a Holder who is the record holder of
five million
dollars ($5,000,000) or less in aggregate principal amount of
Securities, by
mailing a check to such Holder's address shown in the register
of the Registrar.
4. PAYING AGENT, REGISTRAR, CONVERSION AGENT. Initially, HSBC
Bank USA,
National Association (the "TRUSTEE"), will act as Paying Agent,
Registrar and
Conversion Agent. The Company may change any Paying Agent,
Registrar or
Conversion Agent without notice.
5. INDENTURE. The Company issued the Securities under an
Indenture
dated as of January 25, 2005 (the "INDENTURE") between the
Company and the
Trustee. The terms of the Securities include those stated in the
Indenture and
those made part of the Indenture by reference to the Trust
Indenture Act of 1939
(15 U.S. Code Sections 77aaa-77bbbb) (the "TIA") as amended and
in effect from
time to time. The Securities are subject to all such terms, and
Holders are
referred to the Indenture and the TIA for a statement of such
terms. The
Securities are general unsecured senior obligations of the
Company limited to
$50,000,000 aggregate principal amount
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($60,000,000 if the Initial Purchasers have elected to exercise
in full the
Option to purchase up to an additional $10,000,000 aggregate
principal amount of
the Securities), except as otherwise provided in the Indenture
(except for
Securities issued in substitution for destroyed, mutilated, lost
or stolen
Securities). Terms used herein without definition and which are
defined in the
Indenture have the meanings assigned to them in the
Indenture.
6. OPTIONAL REDEMPTION.
The Company shall have the right, at the Company's option, at
any
time, and from time to time, on a Redemption Date on or after
February 1, 2012,
to redeem all or any part of the Securities at a price payable
in cash equal to
one hundred percent (100%) of the principal amount of the
Securities to be
redeemed, plus accrued and unpaid interest, if any, to, but
excluding, the
Redemption Date.
Upon surrender to the Paying Agent of a Security subject to
Redemption, such Security shall be paid, to the Holder
surrendering such
Security, at the Redemption Price plus accrued and unpaid
interest to, but
excluding, the Redemption Date, unless the Redemption Date is an
interest
payment date, in which case such accrued and unpaid interest
will instead be
paid on such interest payment date to the Holder of record of
such Security at
the close of business on the record date for such interest
payment. The Company
will make at least fourteen (14) semi-annual interest payments
with respect to
the Securities prior to redeeming any Securities under this
PARAGRAPH 6.
If the Paying Agent (other than the Company) holds on a
Redemption
Date money sufficient to pay the aggregate Redemption Price with
respect to all
Securities to be redeemed, plus accrued and unpaid interest, if
any, payable as
provided in the Indenture upon Redemption, then (unless there
shall be a Default
in the payment of such aggregate Redemption Price or of such
accrued and unpaid
interest) on and after such date such Securities shall be deemed
to be no longer
outstanding, interest on such Securities shall cease to accrue,
and such
Securities shall be deemed paid whether or not such Securities
are delivered to
the Paying Agent. Thereafter, all rights of the Holders of such
Securities shall
terminate with respect to such Securities, other than the right
to receive the
Redemption Price, plus such accrued and unpaid interest, in
accordance with the
Indenture.
7. NOTICE OF REDEMPTION. Notice of Redemption will be mailed at
least
thirty (30) days but not more than sixty (60) days before the
Redemption Date to
each Holder of Securities to be redeemed at its address
appearing in the
security register. Securities in denominations larger than
$1,000 principal
amount may be redeemed in part but only in integral multiples of
$1,000
principal amount.
8. PURCHASE BY THE COMPANY AT THE OPTION OF THE HOLDER. Subject
to the
terms and conditions of the Indenture, the Company shall become
obligated to
purchase, at the option of the Holder, the Securities held by
such Holder on
February 1, 2012, February 1, 2015 and February 1, 2020 (each,
an "OPTION
PURCHASE DATE") at an Option Purchase Price, payable in cash,
equal to one
hundred percent (100%) of the principal amount of the Securities
to be
purchased, plus accrued and unpaid interest, if any, to, but
excluding, the
applicable Option Purchase Date, upon delivery of a Purchase
Notice containing
the information set forth in the
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Indenture, at any time from 9:00 a.m., New York City time, on
the date that is
twenty (20) Business Days prior to the applicable Option
Purchase Date until
5:00 p.m., New York City time, on the third (3rd) Business Day
immediately
preceding the applicable Option Purchase Date and upon delivery
of the
Securities to the Paying Agent by the Holder as set forth in the
Indenture.
Holders have the right to withdraw any Purchase Notice by
delivering to
the Paying Agent a written notice of withdrawal in accordance
with the
provisions of the Indenture.
If the Paying Agent (other than the Company) holds on an Option
Purchase
Date money sufficient to pay the aggregate Option Purchase Price
with respect to
all Securities to be purchased upon Purchase at Holder's Option,
plus accrued
and unpaid interest, if any, payable as provided in the
Indenture upon Purchase
at Holder's Option, then (unless there shall be a Default in the
payment of such
aggregate Option Purchase Price or of such accrued and unpaid
interest) on and
after such date such Securities shall be deemed to be no longer
outstanding,
interest on such Securities shall cease to accrue, and such
Securities shall be
deemed paid whether or not such Securities are delivered to the
Paying Agent.
Thereafter, all rights of the Holders of such Securities shall
terminate with
respect to such Securities, other than the right to receive the
Option Purchase
Price, plus such accrued and unpaid interest, in accordance with
the Indenture.
9. REPURCHASE AT OPTION OF HOLDER UPON A FUNDAMENTAL CHANGE.
Subject to
the terms and conditions of the Indenture, in the event of a
Fundamental Change,
each Holder of the Securities shall have the right, at the
Holder's option, to
require the Company to repurchase such Holder's Securities
including any portion
thereof which is $1,000 in principal amount or any integral
multiple thereof on
a date selected by the Company (the "FUNDAMENTAL CHANGE
REPURCHASE DATE"), which
date is no later than thirty (30) days after the date on which
notice of such
Fundamental Change is mailed in accordance with the Indenture,
at a price
payable in cash equal to one hundred percent (100%) of the
principal amount of
such Security, plus accrued and unpaid interest to, but
excluding, the
Fundamental Change Repurchase Date.
Within thirty (30) days after the occurrence of the Fundamental
Change,
the Company must mail, or cause to be mailed, notice of the
occurrence of such
Fundamental Change to each Holder at the address of such Holder
appearing in the
register of the Registrar. Such notice shall include, among
other things, a
description of the procedure which a Holder must follow to
exercise the
Fundamental Change Repurchase Right. To exercise the Fundamental
Change
Repurchase Right, a Holder of Securities must, in accordance
with the provisions
of the Indenture, (i) deliver, no later than 5:00 p.m., New York
City time, on
the third (3rd) Business Day immediately preceding the
Fundamental Change
Repurchase Date, a Purchase Notice to the Company (if it is
acting as its own
Paying Agent) or to the Paying Agent; and (ii) deliver, at any
time after the
delivery of such Purchase Notice, the Securities with respect to
which the
Holder is exercising its Fundamental Change Repurchase Right
(together with all
necessary endorsements). If the Securities delivered in
connection with a
Holder's exercise of its Fundamental Change Repurchase Right are
held in
book-entry form through the Depositary, then such Purchase
Notice must comply
with applicable procedures of the Depositary.
10. CONVERSION.
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Subject to earlier Redemption, Purchase at Holder's Option or
Repurchase
Upon Fundamental Change, Holders may surrender Securities in
integral multiples
of $1,000 principal amount for conversion into shares of Common
Stock in
accordance with ARTICLE X of the Indenture at any time prior to
stated maturity.
To convert a Security, a Holder must (1) complete and sign the
Conversion
Notice, with appropriate signature guarantee, on the back of the
Security, (2)
surrender the Security to a Conversion Agent, (3) furnish
appropriate
endorsements and transfer documents if required by the Registrar
or Conversion
Agent, (4) pay the amount of interest, if any, the Holder must
pay in accordance
with the Indenture and (5) pay any tax or duty if required
pursuant to the
Indenture. A Holder may convert a portion of a Security if the
portion is $1,000
principal amount or an integral multiple of $1,000 principal
amount.
The initial Conversion Rate is 92.9023 shares of Common Stock
per $1,000
principal amount of Securities (which results in an effective
initial Conversion
Price of approximately $10.76 per share) subject to adjustment
in the event of
certain circumstances as specified in the Indenture. The Company
will deliver a
check in lieu of any fractional share. Except as other otherwise
provided herein
or in the Indenture, on conversion, no payment or adjustment for
any unpaid and
accrued interest on, or additional interest with respect to, the
Securities will
be made. If a Holder surrenders a Security for conversion after
the close of
business on the record date for the payment of an installment of
interest and
prior to the related interest payment date, such Security, when
surrendered for
conversion, must be accompanied by cash payment of an amount
equal to the
interest thereon which the registered Holder at the close of
business on such
record date is to receive (other than overdue interest, if any,
that has accrued
on such Security), unless such Security has been called for
Redemption as
described in the Indenture.
The Conversion Rate applicable to each Security that is
surrendered for
conversion, in accordance with the Securities and ARTICLE X of
the Indenture, at
any time from, and including, the date that is fifteen (15)
Business Days prior
to the date originally announced by the Company as the
anticipated effective
date of a Make-Whole Fundamental Change until, and including,
the date that is
fifteen (15) Business Days after the actual effective date of
such Make-Whole
Fundamental Change shall be increased to an amount equal to the
Conversion Rate
that would, but for SECTION 10.15 of the Indenture, otherwise
apply to such
Security pursuant to ARTICLE X of the Indenture, plus an amount
equal to the
Make-Whole Conversion Rate Adjustment; provided, however, that
such increase to
the Conversion Rate shall not apply if (i) such Make-Whole
Fundamental Change
constitutes a Public Acquirer Fundamental with respect to which
the Company
shall have duly made, and given full effect to, an election,
pursuant to and in
accordance with SECTION 10.15(F) of the Indenture, to make an
Acquirer Stock
Conversion Right Adjustment; or (ii) such Make-Whole Fundamental
Change is
announced by the Company but shall not be consummated.
Any shares of Common Stock that are issued upon conversion of a
Security
shall bear the Private Placement Legend until after the second
anniversary of
the later of the Issue Date and the last date on which the
Company or any
Affiliate was the owner of such shares or the Security (or any
predecessor
security) from which such shares were converted (or such shorter
period of time
as permitted by Rule 144(k) under the Securities Act or any
successor provision
thereunder) (or such longer period of time as may be required
under the
Securities Act or applicable state
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securities laws, as set forth in an Opinion of Counsel, unless
otherwise agreed
by the Company and the Holder thereof).
11. DENOMINATIONS, TRANSFER, EXCHANGE. The Securities are in
registered
form, without coupons, in denominations of $1,000 principal
amount and integral
multiples of $1,000 principal amount. The transfer of Securities
may be
registered and Securities may be exchanged as provided in the
Indenture. The
Registrar may require a Holder, among other things, to furnish
appropriate
endorsements and transfer documents. No service charge shall be
made for any
such registration of transfer or exchange, but the Company may
require payment
of a sum sufficient to cover any tax or similar governmental
charge that may be
imposed in connection with certain transfers or exchanges. The
Company or the
Trustee, as the case may be, shall not be required to register
the transfer of
or exchange any Security (i) d
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