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EXHIBIT 10.194
ELEVENTH ADDENDUM TO AMENDED REGISTRATION RIGHTS AGREEMENT
This Eleventh 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"),
Elan Corporation, plc ("Elan"), and Elan International Services, Ltd. ("EIS") is
effective as of November 9, 1998.
RECITALS
A. The Company has issued 437,768 shares of the Company's Common Stock
(the "Shares") and Zero Coupon Convertible Senior Notes due 2008 with an
aggregate issue price of $40,000,000, and may in the future issue additional
Zero Coupon Convertible Senior Notes due 2008 with up to an aggregate issue
price of $70,000,000 (collectively, the "Notes"), to EIS pursuant to Section 1
of that certain Securities Purchase Agreement dated the date hereof among the
Company. Elan and EIS (the "Securities Purchase Agreement").
B. The Company and Elan have entered into that certain Development,
License and Supply Agreement dated the date hereof (the "License Agreement")
pursuant to which the Company has issued 429,185 shares of Common Stock (the
"License Shares"), and may in the future issue additional shares of its Common
Stock to Elan in satisfaction of certain royalty payments provided for therein.
C. This Addendum serves to include the Shares and any shares of the
Company's Common Stock issuable upon the conversion of the Notes or pursuant to
the terms of the License Agreement within the definition of "Registrable
Securities" under the Registration Rights Agreement, to modify Schedule A to the
Registration Rights Agreement to include the Shares, and to provide that
Schedule A to the Registration Rights Agreement shall be further updated to
include any shares issued upon the conversion of the Notes or pursuant to the
terms of the License Agreement, 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 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
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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 "Securities
Purchase 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 Notes issued pursuant to the Securities
Purchase Agreement (and upon such conversion of the 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 "License Agreement"), (ix) the shares of Common Stock that may be
issued to Elan Corporation, plc pursuant to the License Agreement (and
upon each such issuance, Schedule A shall be updated to include such
shares), and (x) 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
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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, Elan and EIS and
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.
ELAN INTERNATIONAL SERVICES, LIGAND PHARMACEUTICALS
LTD. INCORPORATED
By: By: /s/ Xxxxxxx X. Xxxxxxx
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Senior Vice President, General
Title Title: Counsel, Government Affairs
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ELAN CORPORATION, PLC
By:
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Title:
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[SIGNATURE PAGE TO ELEVENTH ADDENDUM TO
AMENDED REGISTRATION RIGHTS AGREEMENT]
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IN WITNESS WHEREOF, the parties have executed this Addendum as of the date
first above written.
ELAN INTERNATIONAL SERVICES, LIGAND PHARMACEUTICALS
LTD. INCORPORATED
By: /s/ Xxxxx Xxxxxx By:
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Title PRESIDENT & CFO Title:
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ELAN CORPORATION, PLC
By:
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Title:
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[SIGNATURE PAGE TO ELEVENTH ADDENDUM TO
AMENDED REGISTRATION RIGHTS AGREEMENT]
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IN WITNESS WHEREOF, the parties have executed this Addendum as of the date
first above written.
ELAN INTERNATIONAL SERVICES, LIGAND PHARMACEUTICALS
LTD. INCORPORATED
By: By:
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Title Title:
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ELAN CORPORATION, PLC
By: /s/ Xxxxxxx X. Xxxxxx
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Title: GROUP VICE PRESIDENT, FINANCE
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[SIGNATURE PAGE TO ELEVENTH ADDENDUM TO
AMENDED REGISTRATION RIGHTS AGREEMENT]
