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EXHIBIT 4.23
AMENDMENT
TO
UNIT PURCHASE OPTION
This amendment (the "Amendment") to that certain Unit Purchase Option,
dated June 23, 1997, to purchase up to an aggregate of 342,399 Option Units (the
"Option") is made as of April 6, 1998 by and between RIBOGENE, INC., a
California corporation (the "Company") and the undersigned holders of the Option
(each "Holder").
RECITALS
WHEREAS, the undersigned understands that the Company plans to authorize,
sell and issue shares of its common stock (the "Common Stock") on or before
August 30, 1998 through an initial public offering involving an underwriting
(the "IPO"); and
WHEREAS, Option contain certain conversion adjustments pursuant to
Paragraph 3(b) thereof.
NOW, THEREFORE, for valuable consideration, the receipt of which is hereby
acknowledged, the parties hereto agree as follows:
1. In connection with the IPO, Paragraph 3(b) is hereby amended and restated
in its entirety as follows:
" (b) Upon the conversion of all the Preferred Stock into Common Stock the
Per Option Unit Price shall be adjusted to be equal to a fraction, the
numerator of which shall be the Aggregate Option Price underlying this Option
and the denominator of which shall be the product obtained by multiplying (i)
the quotient obtained by dividing 2.25 (plus declared but unpaid dividends on
the Series F Preferred stock, if any, and all accrued but unpaid Preferred
Dividends thereon) by 2.25, by (ii) the number of Option Units held by Holder.
In addition, after the Conversion Date, the following anti-dilution provisions
shall protect the Holder from dilution resulting from the issuance of Common
Stock and Common Stock equivalents:"
2. Pursuant to Paragraph 12 of the Option, this Amendment shall be effective
upon execution of counterparts hereof by the Company and by Holders holding
more than fifty percent (50%) in interest of the Company's Option Units, as
that term is defined in the Option.
3. This Amendment may be executed in two or more counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and
the same instrument.
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IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the date
first set forth above.
RIBOGENE, INC. HOLDER
By: /s/ XXXXXXX X. XXXXXX By: /s/ XXXXXXX XXXXXXXXX
---------------------------------- ----------------------------------
Name: Xxxxxxx X. Xxxxxx Name: Xxxxxxx Xxxxxxxxx
-------------------------------- --------------------------------
Title: CFO Title:
------------------------------- -------------------------------
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Exhibit I - Hypothetical
Antidilution Adjustment Prior to a Trigger Event
If prior to a Trigger Event, the Company were to issue or sell any Preferred
Stock, any securities convertible into Preferred Stock, any rights, options or
warrants to purchase Preferred Stock or any securities convertible into
Preferred Stock for a price per share which is less than either the then Market
Price Per Option Unit in effect on the date of such issuance or sale or the Per
Option Unit Price, the Per Option Unit Price shall be adjusted. For example, if
the Company were to sell 1 million shares of Preferred stock at a price per
share of $2.00 per share, the adjusted Per Option Unit Price would be equal to:
Original Per Option Unit Price =
$2.475 x Preferred Stock outstanding (15,134,000)
+ Preferred Stock total consideration divided by
Per Option Unit Price
(2,000,000 + 2.475)
----------------------------------------------------------------------
Preferred Stock outstanding (15,134,000)
+
Maximum number of Preferred Stock Sold (1,000,000)
15,134,000 + (2,000,000 + 2.475)
2.475 x -------------------------------------
15,134,000 + 1,000,000
2.475 x 15,134,000 + 808,080
-------------------------------------
16,134,000
2.475 x .9881 = $2.4456
New Per Option Unit Price is $2.44
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Upon a Trigger Event, the number of shares of Series F (common) would be
calculated using the formula shown on Exhibit II as follows:
Option Agreement
Adjustments o The Per Option Unit Price as adjusted is $2.44. Upon
Per Option Unit Price conversion of all Preferred to Common at IPO, the
following formula applies:
Adjusted Per Option ($2.44/unit)(570,665)
Unit Price = ---------------------
(2.0)(570.665 units)
= $1.22
The price falls to $1.22 per Option Unit
Number of Shares Per o When any change to the Per Option Unit Price above is
Option Unit triggered, a simultaneous adjustment is made to the
number of shares of Series F (or Common Stock)
purchasable per Option Unit. The following applies:
(Shares of Series F per Option
Unit X Per Option Unit Price)
Shares/Option Unit = ------------------------------
Per Option Unit Price, as
adjusted
(1.0)($2.475)
-------------------
= $1.22
= 2.0287
The number of shares of Series F purchasable per unit
increases to 2.0287.
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Exhibit II - Hypothetical
Adjustment upon conversion of the Preferred Stock:
Where: Option Units 570,665
Per Option Unit Price $2.475
Declared but unpaid dividends
on Series F Preferred Stock
and all accrued but unpaid
Preferred Dividends $2.25
1-for-14 Reverse split
Aggregate Option Price =$2.475x570,665=$1,412,396
Adjusted Per Option Unit Price = ($2.475) (570,665)
-----------------------------------
(($2.25 + $2.25)/($2.25)) (570,665)
=$1.2375
Adjustment to Number of shares per Option Unit:
Shares/Option Unit=(Shares of Series F per Option Unit) (Per Option Unit Price)
------------------------------------------------------------
Per Option Unit Price, as adjusted
=(1.0)($2.475)
--------------
$1.2375
=2.0
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