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EXHIBIT 10.2
AMENDMENT TO THE STOCK PURCHASE AGREEMENT
This AMENDMENT TO THE STOCK PURCHASE AGREEMENT (this
"Amendment"), made this 31st day of August, 1999, by and between Isis
Pharmaceuticals, Inc., a Delaware corporation ("Isis"), and Boehringer Ingelheim
International GmbH, a German corporation ("Boehringer"),
W I T N E S S E T H :
WHEREAS, Isis and BI entered into that certain stock purchase agreement,
dated as of July 18, 1995 (the "Stock Purchase Agreement");
WHEREAS, Paragraph 11.5 of the Stock Purchase Agreement provides that
any term thereof may be amended in a writing agreed to by Isis and Boehringer;
and
WHEREAS, Isis and Boehringer have agreed to amend the Stock Purchase
Agreement as provided herein,
NOW, THEREFORE, in consideration of the mutual agreements and covenants
set forth herein, and for other good and valuable consideration, the parties
hereby agree that the Stock Purchase Agreement shall be amended as of the date
hereof as follows:
Section 1. Sub-paragraphs (b), (c) and (d) of Paragraph 3.1 and the
final paragraph of Paragraph 3.1 of the Stock Purchase Agreement (Agreement to
Sell and Purchase the Additional Shares) shall be deleted in their entirety.
Section 2. Paragraph 3.2 of the Stock Purchase Agreement (Delivery of
Additional Shares at a Subsequent Closing; Purchase price) shall be deleted in
its entirety.
Section 3. The first sentence of Paragraph 10 of the Stock Purchase
Agreement (Termination) shall be amended to read in its entirety as follows:
This Agreement shall terminate upon (i) any Change in Control of
Isis, (ii) the Bankruptcy of Isis or (iii) the termination of
the New Agreement pursuant to Article 10 thereof.
Section 4. Sub-paragraph (e) of Paragraph 8.1 (Board Representation) is
amended in its entirety to read as follows:
(e) Paragraph 8.1 shall terminate upon the earliest to occur
of:
(i) May 1, 2000;
(ii) The effectiveness of any Change in Control; or
(iii) Boehringer ceases to hold at least 2,000,000
shares of
Common Stock (appropriately adjusted for stock splits, stock
dividends, recapitalization and the like). If Paragraph 8.1
terminates, the BI Designate shall resign from the Board.
Section 5. In Exhibit A, the definition of "Additional Shares shall be
amended to read in its entirety as follows:
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"ADDITIONAL SHARES" shall mean the shares issued to Boehringer
Ingelheim under Paragraph 3.1 of the Agreement prior to the
effective date of the Amendment.
Section 6. Exhibit A shall be amended by the addition of the following
definitions:
"AMENDMENT" shall mean that certain Amendment to the Stock
Purchase Agreement, dated August 31, 1999, by and between Isis
and Boehringer.
"NEW AGREEMENT" shall mean that certain Agreement, dated as of
August 31, 1999, by and between Boehringer and Isis.
Section 7. This Amendment shall be governed by and construed in
accordance with the laws of the State of Delaware and the federal law of the
United States of America.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their duly authorized representatives as of the day and year first
above written.
ISIS PHARMACEUTICALS, INC.
By: __________________________________
Name:
Title:
BOEHRINGER INGELHEIM INTERNATIONAL GMBH
By: __________________________________
Name:
Title:
By: __________________________________
Name:
Title:
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