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Exhibit 10:159
EIGHTH ADDENDUM TO AMENDED REGISTRATION RIGHTS AGREEMENT
This Eighth 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 S.R. One, Limited ("Investor") is effective as of February
10, 1997.
RECITALS
A. As of the date hereof, the Company has issued 164,474 shares
of the Company's Common Stock (the "Shares") to Investor pursuant to Section
1.1(c) of that certain Stock and Note Purchase Agreement dated February 3, 1995
among the Company, Investor and SmithKline Xxxxxxx Corporation (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
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 571,305 shares of Common Stock (or that number
of shares of such other class of stock into which the Common Stock is
converted) issued to Xxxxxx Laboratories pursuant to a Stock Purchase
Agreement dated July 6, 1994 which shares are reflected on Schedule A
attached to the First Addendum to this Agreement, (iv) the 574,513
shares of Common Stock (or that number of shares of such other class
of stock into which the Common Stock is converted) issued to American
Home Products Corporation pursuant to a Stock and Note Purchase
Agreement dated September 2, 1994 which shares are reflected on
Schedule A attached to the Second 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 issued to
American Home Products Corporation 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 674,127 shares of
Common Stock (formerly Class B Common Stock prior to conversion of
Class A Common Stock into Class B Common Stock and the renaming of all
outstanding shares of Class B Common Stock pursuant to the
Corporation's Certificate of Designation) issued to Investor pursuant
to the Purchase Agreement which shares are reflected on Schedule A
attached to the Third Addendum to this Agreement, (vi) 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
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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, (vii) the 189,274 shares of Common
Stock (or that number of shares of such other class of stock into
which the Common Stock is converted) issued to Sankyo Company Limited
pursuant to a Stock Purchase Agreement dated June 28, 1995 which
shares are reflected on Schedule A attached to the Fifth Addendum to
this Agreement, (viii) the 516,129 shares of Common Stock (or that
number of shares of such other class of stock into which the Common
Stock is converted) issued to Xxxxxx Laboratories pursuant to a Stock
Purchase Agreement dated August 28, 1995 which shares are reflected on
Schedule A attached to the Sixth Addendum to this Agreement, (ix) the
260,200 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 to the Seventh Addendum to this Agreement, (x)
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 the Investor pursuant to the Purchase Agreement which shares are
reflected on Schedule A attached to the Eighth Addendum to this
Agreement, and (xi) 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), (vi), (vii), (viii) and
(ix) 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.
IN WITNESS WHEREOF, the parties have executed this Addendum as of the
date first above written.
S.R. ONE, LIMITED LIGAND PHARMACEUTICALS INCORPORATED
By [SIG] By:
Xxxxxxx X. Xxxxxxx
Title: Vice President Title: Senior Vice President, General Counsel,
Government Affairs
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SCHEDULE A
To
Eighth Addendum to
Amended Registration Rights Agreement
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Registered Name Of: Shares
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Xxxxxx Laboratories 516,129
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Xxxxxx Laboratories 571,305
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Xxxxxxxxx X. Xxxxx, Trustee, O.A., dated 7.8.91 11,275
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Allergan Pharmaceuticals (Ireland) Ltd., Inc. 1,353,125
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American Home Products Corporation 574,513
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American Home Products Corporation 374,626
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Aspen Venture Partners, L.P. 2,659
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Enterprise Partners 774,766
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Enterprise Partners 3,745
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Genentech, Inc. 35,957
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Glaxo, Inc. 662,755
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Xxxxxxx Xxxxxxx Xxxxxxxx & Xxxxx IV 1,553,469
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Xxxxxxx Xxxxxxx Xxxxxxxx & Xxxxx IV 7,688
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KPCB Zaibatsu 36,082
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ML Venture Partners II, L.P. 499,858
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ML Venture Partners II, L.P. 2,417
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Xxxx Xxxxx 8,119
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New York University 8,119
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Pfizer Inc. 1,252,114
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Xxxxxxx Xxxxxxx 901
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S.R. One, Limited 674,127
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S.R. One, Limited 164,474
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S.R. One, Limited 260,200
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Sankyo Company Limited 189,274
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Xxxxxx Xxxxxx 11,275
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Venrock Associates II, L.P. 1,540
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Venrock Associates 3,441
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Windsor Venture Lease Partners Ltd., Inc. 283
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TOTAL 9,554,236
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