Exhibit 10.32
AMENDMENT NO. 1
TO
SERIES B PREFERRED STOCK PURCHASE AGREEMENT
AND
SERIES C PREFERRED STOCK PURCHASE AGREEMENT
Amendment No. 1 made this 8th day of August, 1997, by and among Scriptgen
Pharmaceuticals, Inc., a Delaware corporation (the "Corporation") and the
persons and entities listed on the signature page hereto (the "Stockholders"),
to (i) the Series B Preferred Stock Purchase Agreement, dated April 19, 1995
(the "Series B Agreement"), by and among the Corporation and the persons and
entities listed on the Schedule of Purchasers attached to the Series B
Agreement, and (ii) the Series C Preferred Stock Purchase Agreement, dated May
17, 1996 (the "Series C Agreement"), by and among the Corporation and the
persons and entities listed on the Schedule of Purchasers attached to the Series
C Agreement.
WHEREAS, the Corporation desires to have the ability to issue more shares
of the Corporation's Common Stock and options to purchase the Corporation's
Common Stock to employees, consultants, directors and officers than was
originally provided for in Section 6.31 of the Series B Agreement and Section
6.29 of the Series C Agreement; and
WHEREAS, each of the Stockholders has certain rights under the Series B
Agreement and/or the Series C Agreement by nature of being a holder of the
Corporation's Series B Preferred Stock or Series C Preferred Stock.
NOW, THEREFORE, in consideration of the promises and covenants herein
contained, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
1. Section 6.31 of the Series B Agreement and Section 6.29 of the Series C
Agreement are deleted in their entirety and the following shall be inserted in
their place:
6.31. STOCK OPTIONS AND OTHER STOCK PURCHASE RIGHTS. The
Corporation will not issue any of its capital stock, or
grant an option or right to subscribe for, purchase or
acquire any of its capital stock, to any employee,
consultant, director or officer of the Corporation or a
subsidiary thereof, except as follows: The Corporation
may issue or make available for issuance, pursuant to a
stock option/stock purchase plan and/or resolution(s)
of the Board of Directors (and from time to time
amendments thereto), a maximum of 4,850,000 shares of
Common Stock for issuance pursuant to incentive stock
options, non-qualified stock options and other stock
issuances, whether in the form of restricted stock or
otherwise, heretofore or hereafter to be granted or
made to employees, consultants, directors and officers
of the Corporation, upon such terms and conditions as
may be approved by the Company's Board of
Directors. For the avoidance of doubt, issuances of shares
of restricted stock that has been repurchased by the Company
and stock options granted by Company and subsequently
terminated or cancelled shall become available for issuance
or grant by the Corporation without being counted toward the
maximum allowance of 4,850,000 shares.
2. Except as amended hereby, the Series B Agreement and the Series C
Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the undersigned have set their hand and seal as of the
date and year first above-written.
(1) * means in its capacity as a holder of
Series B Preferred Stock.
(2) ** means in its capacity as a holder of
Series C Preferred Stock.
(3) *** means in its capacity as a holder of
Series B Preferred Stock and Series C
Preferred Stock.
ACCEL IV L.P.***
By: Accel IV Associates, L.P., its General
Partner
By: /s/
---------------------------------
Name:
Title:
ACCEL INVESTORS '93 L.P.***
By: /s/
---------------------------------
Name:
Title:
-2-
ACCEL JAPAN L.P.***
By: Accel Japan Associates, L.P., its
General Partner
By: /s/
---------------------------------
Name:
Title:
ACCEL KEIRETSU L.P.***
By: Accel Partners & Co., Inc., its General
Partner
By: /s/
---------------------------------
Name:
Title:
ADVENT INTERNATIONAL INVESTORS II
LIMITED PARTNERSHIP**
By: Advent International Corporation, its
General Partner
By: /s/
---------------------------------
Name:
Title:
ADVENT PERFORMANCE MATERIALS LIMITED
PARTNERSHIP**
By: Advent International Limited
Partnership, its General Partner
By: Advent International Corporation, its
General Partner
By: /s/
---------------------------------
Name:
Title:
-3-
ATLAS VENTURE FUND II, L.P.***
By: Atlas Venture Associates II, L.P.,
its General Partner
By: /s/
---------------------------------
Name:
Title:
CW VENTURES II, L.P.***
By: CW Partners III, L.P., its General
Partner
By: /s/
---------------------------------
Name:
Title:
XXXXXXX X. XXXXXXXXX PARTNERS***
By: /s/
---------------------------------
Name:
Title:
GOLDEN GATE DEVELOPMENT AND
INVESTMENT LIMITED PARTNERSHIP***
By: Advent International Limited
Partnership, its General Partner
By: Advent International Corporation, its
General Partner
By: /s/
---------------------------------
Name:
Title:
-4-
LOMBARD ODIER & CIE**
By: /s/
---------------------------------
Name:
Title:
------------------------------------
Xxxxxxx Xxxx**
NEW ENTERPRISE ASSOCIATES 5***
By: /s/
---------------------------------
Name:
Title:
PROSPER PARTNERS***
By: /s/
---------------------------------
Name:
Title:
ROVENT II LIMITED PARTNERSHIP***
By: Advent International Limited
Partnership, its General Partner
By: Advent International Corporation, its
General Partner
By: /s/
---------------------------------
Name:
Title:
-5-
SCRIPT PARTNERS LIMITED PARTNERSHIP*
By: /s/
---------------------------------
Name:
Title: General Partner
VENROCK ASSOCIATES***
By: /s/
---------------------------------
Name:
Title: General Partner
VENROCK ASSOCIATES II, L.P.***
By: /s/
---------------------------------
Name:
Title: General Partner
ACCEPTED AND AGREED TO:
SCRIPTGEN PHARMACEUTICALS, INC., a
Delaware corporation
By: /s/
--------------------------------------
Xxxx X. Xxxxxx
President and Chief Executive Officer
-6-
