EXHIBIT 10.214
FIFTEENTH ADDENDUM TO AMENDED REGISTRATION RIGHTS AGREEMENT
This Fifteenth Addendum ("Addendum") to the Amended Registration Rights
Agreement dated June 24, 1994, as amended through the date hereof ("Registration
Rights Agreement") among Ligand Pharmaceuticals Incorporated (the "Company") and
the persons and entities listed on Exhibit A hereto (collectively, the "X-Ceptor
Investors and Founders") is effective as of October 6, 1999.
RECITALS
A. The Company has issued warrants to purchase an aggregate of 950,000
shares of the Company's Common Stock with an exercise price equal to $10.00 per
share (collectively, the "X-Ceptor Warrants") to the X-Ceptor Investors and
Founders.
B. This Addendum serves to include any shares of the Company's Common Stock
issuable upon the exercise of the X-Ceptor Warrants within the definition of
"Registrable Securities" under the Registration Rights Agreement and to provide
that Schedule A to the Registration Rights Agreement shall be further updated to
include any such shares issued upon the exercise of the X-Ceptor Warrants, 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 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
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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),
and (xiv) 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) and (xiii) 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, each of the X-Ceptor
Investors and Founders, each holder of Registrable Securities and each future
holder of Registrable Securities pursuant to Section 2.6(a) of the Registration
Rights Agreement.
[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
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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/Xxxxxxx X. Xxxxxxx
Its: Senior Vice President
General Counsel, Government Affairs
X-CEPTOR INVESTORS AND FOUNDERS:
Domain Partners IV, L.P.
By: One Xxxxxx Square Associates IV, L.L.C.,
General Partner
By: /s/Xxxxxxxx Xxxxxxxxxx
Its: Managing Member
XX XX Associates, L.P.
By: One Xxxxxx Square Associates IV, L.L.C.,
General Partner
By: /s/Xxxxxxxx Xxxxxxxxxx
Its: Managing Member
[SIGNATURE PAGE TO FIFTEENTH ADDENDUM
TO AMENDED REGISTRATION RIGHTS AGREEMENT]
FARALLON CAPITAL PARTNERS, L.P.
FARALLON CAPITAL INSTITUTIONAL
PARTNERS, L.P.
FARALLON CAPITAL INSTITUTIONAL
PARTNERS II, L.P.
FARALLON CAPITAL INSTITUTIONAL
PARTNERS III, L.P.
RR CAPITAL PARTNERS, L.P.
By: Farallon Partners, L.L.C.,
its General Partner
By: /s/Xxxxx Xxxxx
Its:
TechAMP International, L.P.
By: AMP&A Management, LLC,
General Partner
By: /s/ A.M. Papas
Its: Manager
/s/ Xxxxx Xxxxxxxx
----------------------
Xxxxx Xxxxxxxx
/s/Xxxxxx Xxxxx
----------------------
Xxxxxx Xxxxx
/s/Xxxx X'Xxxxxx
----------------------
Xxxx X'Xxxxxx
/s/Xxxxx Xxxxxxxxxxx
----------------------
Xxxxx Xxxxxxxxxxx
[SIGNATURE PAGE TO FIFTEENTH ADDENDUM
TO AMENDED REGISTRATION RIGHTS AGREEMENT]
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/s/Xxxxxxx Xxxxxx
----------------------
Xxxxxxx Xxxxxx
/s/Xxxxxx Xxxxxxxxx
----------------------
Xxxxxx Xxxxxxxxx
/s/Ming Xxx Xxxx
----------------------
Ming Xxx Xxxx
GIMV N.V.
By: /s/ illegible /s/ illegible
---------------------- ----------------------
Its: Vice President Vice President
Sofinov Societe Financiere D'Innovation, Inc.
By: /s/Xxxx-Chirtophe Denondin
-------------------------------------
Its: Vice President
By: /s/Xxxxxxx Xxxxxxxxx
-------------------------------------
Its: Secretary
[SIGNATURE PAGE TO FIFTEENTH ADDENDUM
TO AMENDED REGISTRATION RIGHTS AGREEMENT]
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SCHEDULE A
to
Fifteenth Addendum to
Amended Registration Rights Agreement
--------------------------------------------------------- ---------------------
Shares
Name Issued
--------------------------------------------------------- ---------------------
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
Domain Partners IV, L.P. _______
XX XX Associates, L.P. _______
Elan Corporation, plc 429,185
Elan International Services, Ltd. 1,769,480
Enterprise Partners 3,745
Xxxxxx Xxxxx _______
Farallon Capital Partners, L.P. _______
Farallon Capital Institutional Partners, L.P. _______
Farallon Capital Institutional Partners II, L.P. _______
Farallon Capital Institutional Partners III, L.P. _______
GIMV N.V. _______
Genentech, Inc. 35,957
Xxxxxx Xxxxxxxxx _______
Xxxxxxx Xxxxxx _______
Xxxxx Xxxxxxxx _______
A-1
Xxxxxxx Xxxxxxx Xxxxxxxx & Xxxxx 7,688
ML Venture Partners II, L.P. 2,417
Xxxxx Xxxxxxxxxxx _______
Xxxx X'Xxxxxx _______
RR Capital Partners, L.P. _______
S.R. One, Limited 164,474
SmithKline Xxxxxxx 274,423
Sofinov Societe Financiere D'Innovation _______
TechAMP International, L.P. _______
Venrock Associates 3,441
Venrock Associates II, L.P. 1,540
Ming Xxx Xxxx _______
Xxxxxx Xxxxxxx Company 289,750
Windsor Venture Lease Partners Ltd., Inc. 283
Total: 4,108,918
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