PURCHASE AGREEMENT SUPPLEMENT
Exhibit
10.1
October
14, 2009
Invus,
L.P.
c/o The
Invus Group, L.L.C.
000
Xxxxxxxxx Xxxxxx (00xx
Xxxxx)
Xxx Xxxx,
Xxx Xxxx 00000
Lexicon
Pharmaceuticals, Inc.
0000
Xxxxxxxxxx Xxxxxx Xxxxx
Xxx
Xxxxxxxxx, Xxxxx 00000
Attn:
President and Chief Executive Officer
Ladies
and Gentlemen:
Reference is made to that certain
Purchase Agreement, dated as October 8, 2009 (the “Purchase Agreement”),
by and between Invus, L.P. (the “Investor”) and
Lexicon Pharmaceuticals, Inc. (the “Company”). Capitalized
terms used but not otherwise defined herein shall have the meanings ascribed to
them in the Purchase Agreement. The Company has informed the Investor
that the underwriters under the Underwriting Agreement, dated as
of October 8, 2009, by and between the Company and the several
underwriters party thereto have exercised their over-allotment option thereunder
to purchase an additional 2,984,111 shares of Company Common Stock.
Accordingly, the Investor hereby agrees
to purchase from the Company the number of additional shares of Company Common
Stock specified below (the “Additional Invus
Shares”) at a price per share equal to the Price to Public, for the total
purchase price specified below:
|
Number
of Shares:
|
2,015,888
shares of Company Common Stock
|
|
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Total
Purchase Price:
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$3,023,832.00
|
The issuance, purchase and delivery of
the Additional Invus Shares is being made on the basis of the same
representations and warranties and on the same terms and subject to the same
conditions, and is considered a part of, the sale of the Invus
Shares. The closing of the sale of the Additional Invus Shares shall
take place at a time and place to be mutually agreed to by the
parties.
The Purchase Agreement is hereby
amended by replacing the references therein to Sections 4(b), (c), (d) and (e)
of the Underwriting Agreement with references to Sections 5(b), (c), (d) and (e)
of the Underwriting Agreement, respectively.
This supplement to the Purchase
Agreement shall be deemed to satisfy the Company’s obligations under the
Stockholders’ Agreement with respect to the delivery of a Notice of Issuance
with respect to the Additional Invus Shares.
This supplement shall automatically
terminate upon any termination of the Purchase Agreement and shall be
interpreted as a part of and in accordance with the Purchase
Agreement.
[Signature
Page Follows]
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Sincerely,
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INVUS,
L.P.,
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a
Bermuda limited partnership
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By:
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/s/
Xxxxxxx Xxxxxxx
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|
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Name:
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Xxxxxxx
Xxxxxxx
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|
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Title:
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President,
Invus Advisers, L.L.C.
|
|
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Its
General Partner
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||
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Accepted
and agreed to:
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|
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LEXICON
PHARMACEUTICALS, INC.
|
|
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A
Delaware corporation
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By:
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/s/
Xxxxx X. Xxxxxxx
|
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Name:
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Xxxxx
X. Xxxxxxx
|
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Title:
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Vice
President of Finance and Accounting
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[Signature
Page to Purchase Agreement Supplement]
