PURCHASE AGREEMENT SUPPLEMENT
Exhibit
10.1
March 19,
2010
Invus,
L.P.
c/o The
Invus Group, LLC
000
Xxxxxxxxx Xxxxxx (30th
Floor)
Xxx Xxxx,
Xxx Xxxx 00000
Invus
C.V.
c/o The
Invus Group, LLC
000
Xxxxxxxxx Xxxxxx (30th
Floor)
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 the Purchase
Agreement, dated as March 15, 2010 (the “Purchase Agreement”),
by and between Invus, L.P. (“Invus, L.P.”) and
Lexicon Pharmaceuticals, Inc. (the “Company”) and to the
Supplement to Transaction Agreements (the “Supplement to Transaction
Agreements”), dated as of March 15, 2010, by and among Invus, L.P., Invus
C.V. (“Invus
C.V.”, and together with Invus, L.P., the “Investors”) and 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 Investors that the
underwriters under the Underwriting Agreement, dated as of March 15, 2010, by
and between the Company and the several underwriters party thereto have
exercised their over-allotment option thereunder to purchase an additional
8,804,348 shares of Company Common Stock.
In connection with the Offering (as
defined in the Supplement to Transaction Agreements), Invus, L.P. hereby assigns
to Invus C.V. its right under Section 4.02(a) of the Stockholders’ Agreement to
purchase that number of shares of Company Common Stock as set forth
below.
Accordingly, the Investors hereby agree
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 to be purchased by Invus, L.P.:
|
5,190,848
shares of Company Common Stock
|
|
Number
of shares to be purchased by Invus C.V.:
|
760,870
shares of Company Common Stock
|
|
Total
Purchase Price:
|
$6,844,475.70
|
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.
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
Pages Follow]
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Sincerely,
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|
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INVUS,
L.P.,
a
Bermuda limited partnership
|
|
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By:
Invus Advisors, L.L.C., its general partner
|
|
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By:
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/s/
Xxxxxxx Xxxxxxx
|
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Name:
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Xxxxxxx
Xxxxxxx
|
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Title:
|
President
|
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INVUS
C.V.,
a
Netherlands limited partnership
|
|
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By:
Xxxx, L.L.C., its general partner
|
|
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By:
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/s/
Xxxxxxx Xxxxxxx
|
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Name:
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Xxxxxxx
Xxxxxxx
|
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Title:
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President
|
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Accepted
and agreed to:
|
|
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LEXICON
PHARMACEUTICALS, INC.,
a
Delaware corporation
|
|
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By:
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/s/
Xxxxxx X. Xxxxx
|
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Name:
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Xxxxxx
X. Xxxxx, M.D. Ph.D.
|
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Title:
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President
and Chief Executive
Officer
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