Exhibit 10.221
SEVENTEENTH ADDENDUM TO AMENDED REGISTRATION RIGHTS AGREEMENT
This Seventeenth 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 Elan International Services, Ltd. ("EIS") is effective as of March 1, 2000.
RECITALS
A. The Company has issued 98,580 shares of the Company's Common Stock (the
"Incentive Shares") to EIS pursuant to the terms of that certain Incentive
Agreement dated March 1, 2000 among the Company, EIS and Monksland Holdings,
B.V.
B. This Addendum serves to include the EIS Shares within the definition of
"Registrable Securities" under the Registration Rights Agreement 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 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,
(ii) 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, (iii) 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 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, (iv) 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 (the "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 Notes
dated October 30, 1997 (the "S.R. One Notes") issued pursuant to the
Stock and Note Purchase Agreement (and upon such conversion of the S.R.
One Notes, SCHEDULE A shall be updated to include such shares), (v) 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 SmithKline Xxxxxxx plc pursuant to a Stock
Purchase Agreement dated April 24, 1998 (the "SmithKline Stock
Purchase Agreement"), which shares are reflected on SCHEDULE A
attached to the Ninth 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 that
certain Warrant (the "Warrant") issued pursuant to the SmithKline
Stock Purchase Agreement (and upon such conversion of the Warrant,
SCHEDULE A shall be updated to include such shares), (vi) the
1,278,970 shares of Common Stock (or that number of shares of such
other class of stock into which the Common Stock is converted) issued
to Elan International Services, Ltd. pursuant to the Stock Purchase
Agreement dated September 30, 1998, which shares are reflected on
SCHEDULE A attached to the Tenth Addendum to this Agreement, (vii) the
437,768 shares of Common Stock (or that number of shares of such other
class of stock into which the Common Stock is converted) issued to
Elan International Services, Ltd. pursuant to the Securities Purchase
Agreement, dated November 6, 1998 (the "Elan Securities Purchase
Agreement"), which shares are reflected on SCHEDULE A attached to the
Eleventh Addendum to this Agreement, (viii) 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 the Zero Coupon
Convertible Senior Notes due 2008 (the "Elan Notes") issued pursuant
to the Elan Securities Purchase Agreement (and upon such conversion of
the Elan Notes, SCHEDULE A shall be updated to include such shares),
(viii) the 429,185 shares of Common Stock (or the shares of such other
class of stock into which the Common Stock is converted) issued to
Elan Corporation, plc pursuant to the Development, License and Supply
Agreement dated November 9, 1998 (the "Elan License Agreement"), which
shares are reflected on SCHEDULE A attached to the Eleventh Addendum
to this Agreement, (ix) the shares of Common Stock that may be issued
to Elan Corporation, plc pursuant to the Elan License Agreement (and
upon each such issuance, SCHEDULE A shall be updated to include such
shares), (x) the shares of Common Stock (or the shares of such other
class of stock into which the Common Stock is converted) issuable to
Elan International Services, Ltd. upon exercise of that certain
Warrant (the "EIS Warrant") dated August 4, 1999 (and upon such
exercise of the EIS Warrant, SCHEDULE A shall be updated to include
such shares), (xi) the 289,750 shares of Common Stock (or the shares
of such other class of stock into which the Common Stock is converted)
issued to Xxxxxx Xxxxxxx Company pursuant to the Purchase Agreement
dated September 1, 1999, which shares are reflected on SCHEDULE A
attached to the Thirteenth Addendum to this Agreement, (xii) the
52,742 shares of Common Stock (or the shares of such other class of
stock into which the Common Stock is converted) issued to EIS pursuant
to the Stock Purchase Agreement dated September 30, 1999, which shares
are reflected on SCHEDULE A attached to the Fourteenth Addendum to
this Agreement, (xiii) the shares of Common Stock (or the shares of
such other class of stock into which the Common Stock is converted)
issuable upon exercise of those certain Series X Warrants dated
October 6, 1999 (the "X-Ceptor Warrants") (and upon any such exercise
of the X-Ceptor Warrants, SCHEDULE A shall be updated to include such
shares), (xiv) the 188,572
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shares of Common Stock (or that number of shares of such other class of
stock into which the Common Stock is converted) issued to Elan
International Services, Ltd. pursuant to the Incentive Agreement, dated
December 31, 1999, which shares are reflected on SCHEDULE A attached to
the Sixteenth Addendum to this Agreement, (xv) the 194,400 shares of
Common Stock (or that number of shares of such other class of stock
into which the Common Stock is converted) issued to Elan International
Services, Ltd. pursuant to the Incentive Agreement, dated March 1,
2000, which shares are reflected on SCHEDULE A attached to the
Seventeenth Addendum to this Agreement, and (xvi) 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), (ix), (x), (xi), (xii), (xiii), (xiv) and (xv)
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, EIS, each holder of
Registrable Securities and each future holder of Registrable Securities pursuant
to Section 2.6(a) of the Registration Rights Agreement.
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IN WITNESS WHEREOF, the parties have executed this Addendum as of the date
first above written.
LIGAND PHARMACEUTICALS INCORPORATED
By: /S/XXXX X. XXXXX
Its: Senior VP & CFO
ELAN INTERNATIONAL SERVICES, LTD.
By: /S/XXXXX XXXXXX
Its: President & CFO
[SIGNATURE PAGE TO SEVENTEENTH ADDENDUM
TO AMENDED REGISTRATION RIGHTS AGREEMENT]
SCHEDULE A
to
Seventeenth Addendum to
Amended Registration Rights Agreement
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SHARES
NAME ISSUED
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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
Elan Corporation, plc 429,185
Elan International Services, Ltd. 5,802,635
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
Xxxxxx Xxxxxxx Company 289,750
Windsor Venture Lease Partners Ltd., Inc. 283
TOTAL: 8,142,073
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