1
EXHIBIT 10.7
TENTH ADDENDUM TO AMENDED REGISTRATION RIGHTS AGREEMENT
This Tenth 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, 1998.
RECITALS
A. As of the date hereof, the Company has issued 1,278,970 shares of the
Company's Common Stock (the "Shares") to Investor pursuant to Section 1 of that
certain Stock Purchase Agreement dated the date hereof among the Company and
Investor (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 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 "Notes")
2
issued 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 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 "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 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 the
Investor pursuant to the Purchase Agreement, and (vii) 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) and (vi) 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.
[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
2
3
IN WITNESS WHEREOF, the parties have executed this Addendum as of the
date first above written.
ELAN INTERNATIONAL SERVICES, LIGAND PHARMACEUTICALS
LTD. INCORPORATED
By: ___________________________ By: ___________________________
Title: ________________________ Title: ________________________
[SIGNATURE PAGE TO TENTH ADDENDUM TO
AMENDED REGISTRATION RIGHTS AGREEMENT]
3
4
SCHEDULE A
to
Tenth Addendum to
Amended Registration Rights Agreement
------------------------------------------------------------------------------
SHARES
NAME ISSUED
------------------------------------------------------------------------------
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 International Services, Ltd. 1,278,970
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
Windsor Venture Lease Partners Ltd., Inc. 283
TOTAL: 2,899,473
------------------------------------------------------------------------------
4
