1
Exhibit 10.160
SEVENTH ADDENDUM TO AMENDED REGISTRATION RIGHTS AGREEMENT
_________________________________________________________
This Seventh Addendum ("Addendum") to the Amended Registration Rights
Agreement dated June 24, 1994, as amended through the date hereof
("Registration Rights Agreement") between Ligand Pharmaceuticals Incorporated
(the "Company") and S.R. One, Limited ("Investor") is effective as of November
10, 1995.
RECITALS
A. As of the date hereof, the Company has issued 260,200 shares of
the Company's Common Stock (the "Shares") to Investor pursuant to Section
1.1(b) of that certain Stock and Note purchase Agreement dated February 3, 1995
among the Company, Investor and Xxxxx Xxxxx Xxxxxxx Corporation (the "Purchase
Agreement").
B. This Addendum serves to include the Shares within the
definition of "Registrable Securities" under the Registration Rights Agreement
and to modify Schedule A to the Registration Rights Agreement to include such
Shares, all pursuant to Section 2.6(a) of the Registration Rights Agreement.
NOW, THEREFORE, in consideration of the mutual promises and covenants
set forth in the Registration Rights Agreement, the parties agree as follows:
1. Section 1.1, paragraph (f) of the Registration Rights Agreement
is hereby restated in its entirety as follows:
"(f) The term "Registrable Securities" means (i) the
1,939,435 shares of Class A Common Stock and 5,818,362 shares of Class B Common
Stock (or that number of shares of such other class of stock into which the
Class A Common Stock and Class B Common Stock are converted) issued upon
conversion of the Company's Preferred Stock to the holders thereof and in the
amounts set forth on Schedule A attached hereto, (ii) the Common Stock issuable
or issued upon exercise of those warrants issued to certain Existing Investors
and pursuant to which such Existing Investors were previously granted
registration rights by the Company (iii) the 429,553 shares of Class A Common
Stock (or that number of shares of such other class of stock into which the
Class A Common Stock is converted) issued to Xxxxxx Laboratories pursuant to a
Stock Purchase Agreement dated July 6, 1994 which shares are reflected on
Schedule A attached to the First Addendum to this Agreement, (iv) the 431,965
shares of Class A Common Stock (or that number of shares of such other class of
stock into which the Class A Common Stock is converted) issued to American
Home Products Corporation pursuant to a Stock and Note Purchase Agreement dated
September 2, 1994 which shares are reflected on Schedule A attached to the
Second Addendum to this Agreement, and the shares of Class A Common Stock (or
the shares of such other class of stock into which the Class A Common Stock is
converted) issuable upon conversion of those certain Unsecured Convertible
Promissory Notes issued to American Home Products Corporation pursuant to the
Stock and Note Purchase Agreement (and upon such conversion of the Notes,
Schedule A shall be updated to include such shares), (v) the 674,127 shares of
Common Stock (formerly Class B Common Stock prior to conversion of Class A
Common Stock into Class B Common Stock and the renaming of all outstanding
shares of Class B Common Stock pursuant to the Corporation's Certificate of
Designation) issued to Investor pursuant to the Purchase Agreement which shares
are reflected on Schedule A attached to the Third Addendum to this Agreement,
(vi) the 35,957 shares of Common Stock issuable or issued upon exercise of the
Warrant issued to Genentech, Inc. in connection with the merger of L.G.
Acquisition Corp., a wholly-owned subsidiary of the Company, with and into
Glycomed Incorporated, which shares are reflected on Schedule A attached to the
Fourth Addendum to this Agreement, (vii) the 189,274 shares of Common Stock (or
that number of shares of such other class of stock into which the Common Stock
is converted) issued to Sankyo Company Limited pursuant to a Stock Purchase
Agreement dated June 28, 1995 which shares are reflected on Schedule A attached
to the Fifth Addendum to this Agreement, (viii) the 516,129 shares of Common
Stock (or that number of shares of such other class of stock into which the
Common Stock is converted) issued to Xxxxxx Laboratories pursuant to a Stock
Purchase Agreement dated August 28, 1995 which shares reflected on Schedule A
attached to the Sixth Addendum to this Agreement, (ix) the 260,200 shares of
Common Stock (or that number of shares of such other class of stock into which
the Common Stock is converted) issued to the Investor pursuant to the Purchase
Agreement which shares are reflected on Schedule A attached to the Seventh
Addendum to this Agreement, and (x) any Common Stock of the Company issued as
(or issuable upon the conversion or exercise of any warrant, right or other
security which is issued as) a dividend or other distribution with respect to,
or in exchange for or in replacement of the shares referenced in (i), (ii),
(iii), (iv), (v), (vi), (vii), (viii), and (ix) above, excluding in all cases,
however, any Registrable Securities sold by a person in a transaction in which
rights under this Agreement are not assigned."
2. Schedule A of the Registration Rights Agreement is hereby
restated in its entirety as attached to this Addendum.
3. This Addendum may be executed in one or more counterparts.
4. This Addendum shall be binding upon the Company, Investor and
each holder of Registrable Securities and each future holder of Registrable
Securities pursuant to Section 2.6(a) of the Registration Rights Agreement.
IN WITNESS WHEREOF, the parties have executed this Addendum as of the
date first above written.
S.R. ONE, LIMITED LIGAND PHARMACEUTICALS
INCORPORATED
By: /s/ By: /s/
__________________________ ___________________________
Xxxxxxx X. Xxxxxxx
Title: Vice President Title: Senior Vice President, General
Counsel, Government Affairs
2
SCHEDULE A
__________
To
Seventh Addendum to
Amended Registration Rights Agreement
LIGAND PHARMACEUTICALS INCORPORATED
Common Stock
Registered Name Of: Shares
======================================================================
Xxxxxx Laboratories 516,129
Xxxxxx Laboratories 571,305
Xxxxxxxxx X. Xxxxx, Trustee, O.A., dated 7/8/91 11,275
Allergan Pharmaceuticals (Ireland) Ltd., Inc. 1,353,125
American Home Products Corporation 574,513
Enterprise Partners 774,766
Genentech, Inc. 35,957
Glaxo Inc. 662,755
Xxxxxxx Xxxxxxx Xxxxxxxx & Xxxxx IV 1,553,469
KPCB Zaibatsu 36,082
ML Venture Partners II, L.P. 499,858
Xxxx, Xxxxx 8,119
New York University 8,119
Pfizer Inc 1,353,125
Xxxxxxx, Xxxxxxx 901
Rockefeller 101,250
S.R. One, Limited 674,127
S.R. One, Limited 260,200
Sankyo Company Limited 189,274
Xxxxxx, Xxxxxx 11,275
======================================================================
TOTAL 9,195,624
