EXHIBIT 10.14
FOURTEENTH ADDENDUM TO AMENDED REGISTRATION RIGHTS AGREEMENT
This Fourteenth 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 Elan International Services, Ltd. ("Investor") is effective as of September
30, 1999.
RECITALS
A. The Company has issued 52,742 shares of the Company's Common Stock to
Investor pursuant to that certain Stock Purchase Agreement dated as of the date
hereof (the "Stock Purchase Agreement").
B. This Addendum serves to include any shares of the Company's Common Stock
issued to Investor within the definition of "Registrable Securities" under the
Registration Rights Agreement and to provide that Schedule A to the Registration
Rights Agreement shall be further updated to include any 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 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, (ii) the shares of
Common Stock (or the shares of such other class of stock into which the
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 dated
September 2, 1994, (iii) 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, (iv) the
164,474 shares of Common Stock (or that number of shares of such other
class of stock into which the Common Stock is converted) issued to S.R. One
Limited pursuant to a Stock and Note Purchase Agreement dated February 3,
1995 (the "Stock and Note Purchase Agreement"), which shares are reflected
on Schedule A attached to the Eighth Addendum to this Agreement, and the
shares of Common Stock (or the shares of such other class of stock into
which the Common Stock is converted) issuable upon conversion of those
certain Unsecured Convertible Promissory Notes dated October 30, 1997 (the
"S.R. One Notes") issued pursuant to the Stock and Note Purchase
Agreement (and upon such conversion of the S.R. One Notes, Schedule A
shall be updated to include such shares), (v) the 274,423 shares of Common
Stock (or that number of shares of such other class of stock into which the
Common Stock is converted) issued to SmithKline Xxxxxxx plc pursuant to a
Stock Purchase Agreement dated April 24, 1998 (the "SmithKline Stock
Purchase Agreement"), which shares are reflected on Schedule A attached to
the Ninth Addendum to this Agreement, and the shares of Common Stock (or
the shares of such other class of stock into which the Common Stock is
converted) issuable upon conversion of that certain Warrant (the "Warrant")
issued pursuant to the SmithKline Stock Purchase Agreement (and upon such
conversion of the Warrant, Schedule A shall be updated to include such
shares), (vi) the 1,278,970 shares of Common Stock (or that number of
shares of such other class of stock into which the Common Stock is
converted) issued to Elan International Services, Ltd. pursuant to the
Stock Purchase Agreement dated September 30, 1998, which shares are
reflected on Schedule A attached to the Tenth Addendum to this Agreement,
(vii) the 437,768 shares of Common Stock (or that number of shares of such
other class of stock into which the Common Stock is converted) issued to
Elan International Services, Ltd. pursuant to the Securities Purchase
Agreement, dated November 6, 1998 (the "Elan Securities Purchase
Agreement"), which shares are reflected on Schedule A attached to the
Eleventh Addendum to this Agreement, (viii) the shares of Common Stock (or
the shares of such other class of stock into which the Common Stock is
converted) issuable upon conversion of the Zero Coupon Convertible Senior
Notes due 2008 (the "Elan Notes") issued pursuant to the Elan Securities
Purchase Agreement (and upon such conversion of the Elan Notes, Schedule A
shall be updated to include such shares), (viii) the 429,185 shares of
Common Stock (or the shares of such other class of stock into which the
Common Stock is converted) issued to Elan Corporation, plc pursuant to the
Development, License and Supply Agreement dated November 9, 1998 (the "Elan
License Agreement"), which shares are reflected on Schedule A attached to
the Eleventh Addendum to this Agreement, (ix) the shares of Common Stock
that may be issued to Elan Corporation, plc pursuant to the Elan License
Agreement (and upon each such issuance, Schedule A shall be updated to
include such shares), (x) the shares of Common Stock (or the shares of such
other class of stock into which the Common Stock is converted) issuable to
Elan International Services, Ltd. upon exercise of that certain Warrant
(the "EIS Warrant") dated August 4, 1999 (and upon such exercise of the EIS
Warrant, Schedule A shall be updated to include such shares), (xi) the
289,750 shares of Common Stock (or the shares of such other class of stock
into which the Common Stock is converted) issued to Xxxxxx Xxxxxxx Company
pursuant to the Purchase Agreement dated September 1, 1999, which shares
are reflected on Schedule A attached to the Thirteenth Addendum to this
Agreement, (xii) the shares of Common Stock (or the shares of such other
class of stock into which the Common Stock is converted) issued to Investor
pursuant to the Stock Purchase Agreement, which shares are reflected on
Schedule A attached to this Addendum, and (xiii) 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
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distribution with respect to, or in exchange for or in replacement of the
shares referenced in (i), (ii), (iii), (iv), (v), (vi), (vii), (viii),
(ix), (x), (xi) and (xii) 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, each holder
of Registrable Securities and each future holder of Registrable Securities
pursuant to Section 2.6(a) of the Registration Rights Agreement.
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[SIGNATURE PAGE TO FOURTEENTH ADDENDUM
TO AMENDED REGISTRATION RIGHTS AGREEMENT]
IN WITNESS WHEREOF, the parties have executed this Addendum as of the date
first above written.
ELAN INTERNATIONAL SERVICES, LTD. LIGAND PHARMACEUTICALS INCORPORATED
By: /s/ Xxxxx Xxxxxx By: /s/ Xxxxxxx X. Xxxxxxx
Xxxxx Xxxxxx Xxxxxxx X. Xxxxxxx
President and Senior Vice President,
Chief Financial Officer General Counsel and Secretary
SCHEDULE A
to
Fourteenth Addendum to
Amended Registration Rights Agreement
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Shares
Name Issued
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American Home Products Corporation 374,626
American Home Products Corporation 374,626
American Home Products Corporation 249,749
American Home Products Corporation 124,875
Aspen Venture Partners, L.P. 2,659
Elan Corporation, plc 429,185
Elan International Services, Ltd. 1,769,480
Enterprise Partners 3,745
Genentech, Inc. 35,957
Xxxxxxx Xxxxxxx Xxxxxxxx & Xxxxx 7,688
ML Venture Partners II, L.P. 2,417
S.R. One, Limited 164,474
SmithKline Xxxxxxx 274,423
Venrock Associates 3,441
Venrock Associates II, L.P. 1,540
Xxxxxx Xxxxxxx Company 289,750
Windsor Venture Lease Partners Ltd., Inc. 283
Total: 4,108,918
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