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EXHIBIT 10.173
NINTH ADDENDUM TO AMENDED REGISTRATION RIGHTS AGREEMENT
This Ninth 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 SmithKline Xxxxxxx plc ("Investor") is effective as of April 24, 1998.
RECITALS
A. As of the date hereof, the Company has issued (i) 274,423 shares of
the Company's Common Stock (the "Shares") to Investor pursuant to Section 1.1(a)
of that certain Stock Purchase Agreement dated as of March 17, 1998 among the
Company and Investor (the "Purchase Agreement") and (ii) warrants exercisable
into 150,000 shares of the Company's Common Stock (the "Warrant Shares") to
Investor pursuant to Section 1.1(c) of the Purchase Agreement.
B. This Addendum serves to include the Shares (and the Warrant Shares,
when and if issued) 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 6,150,085
shares of Class B Common Stock (or that number of shares of such other
class of stock into which the Common Stock is 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
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, (iv) the 35,957 shares of Common Stock issuable
or issued upon exercise of the Warrant issued to Genentech, Inc. in
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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, (v) 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 ("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 Note dated October 30, 1997 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), (vi) 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 the
Investor pursuant to the Purchase Agreement, which shares are reflected
on Schedule A attached hereto, 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 Common Stock
Purchase Warrant issued to Investor pursuant to the Purchase Agreement
(and upon such conversion of such Warrant, Schedule A shall be updated
to include such shares), 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 THE PAGE INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, the parties have executed this Addendum as of the
date first above written.
SMITHKLINE XXXXXXX PLC LIGAND PHARMACEUTICALS
INCORPORATED
By: /s/ XXXXXX X. XXXXXX By: /s/ XXXXXXX X. XXXXXXX
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Title: Attorney-in-fact Title: Sr. V.P., General Counsel,
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Government Affairs
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[SIGNATURE PAGE TO NINTH ADDENDUM TO
AMENDED REGISTRATION RIGHTS AGREEMENT]
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SCHEDULE A
to
Ninth Addendum to
Amended Registration Rights Agreement
Name Shares
Issued
Allergan Pharmaceuticals (Ireland) Ltd., Inc. 1,343,125
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
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: 2,963,628
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