EXHIBIT 10.254
AMENDMENT NUMBER 3 TO PURCHASE AGREEMENT
BETWEEN
PHARMACEUTICAL ROYALTIES INTERNATIONAL (CAYMAN) LTD. AND
AND
LIGAND PHARMACEUTICALS INCORPORATED
THIS AMENDMENT TO PURCHASE AGREEMENT (the "AMENDMENT") is made and entered
into on this 30th day of December, 2002 by and between Pharmaceutical Royalties
International (Cayman) Ltd. ("BUYER") and Ligand Pharmaceuticals Incorporated
("SELLER").
WHEREAS, Seller and Buyer are parties to that certain Purchase Agreement
dated as of March 6, 2002, as amended on each of July 29, 2002 and December 23,
2002 (the "PURCHASE AGREEMENT"), pursuant to which Seller agreed, subject to the
terms thereof, to sell, transfer, assign and deliver to Buyer the right to
receive from Seller the Applicable Percentage of the AHP Net Sales and the
Applicable Percentage of the Pfizer Net Sales;
WHEREAS, Seller and Buyer wish to further amend the Purchase Agreement to
revise the grant of options from Seller to Buyer to acquire rights to receive
additional percentages of both AHP Net Sales and Pfizer Net Sales;
NOW, THEREFORE, in consideration of the mutual promises and covenants
contained in this Amendment and in the Purchase Agreement, and pursuant to
Section 8.02(a) of the Purchase Agreement, Seller and Buyer do hereby amend the
Purchase Agreement, as follows:
1. Section 2.02(a) is hereby amended by deleting it in its entirety and
replacing it with the following:
"2.02 OPTIONS. (a) Seller hereby grants to Buyer the following options,
each exercisable at Buyer's sole discretion, to acquire rights to receive
additional percentages of both AHP Net Sales and Pfizer Net Sales on the same
terms as described above in Section 2.01(a). For clarity, such options may be
exercised only for additional percentages of both AHP Net Sales and Pfizer Net
Sales. Payment of the Option Exercise Price specified below represents payment
for the additional percentages of both the AHP Net Sales and the Pfizer Net
Sales.
------------------------- -------------------------- ------------------------- ---------------------------
NOTICE DATE (EACH, A EXERCISE DATE (EACH, AN EXERCISE PRICE ADDITIONAL PERCENTAGE OF
"NOTICE DATE") "EXERCISE DATE") (EACH, AN "OPTION BOTH AHP NET SALES AND
EXERCISE PRICE") PFIZER NET SALES
------------------------- -------------------------- ------------------------- ---------------------------
May 1, 2002 May 15, 2002 $3,000,000 0.125%
------------------------- -------------------------- ------------------------- ---------------------------
September 20, 2002 September 30, 2002 $3,500,000 0.125%
------------------------- -------------------------- ------------------------- ---------------------------
December 30, 2002* December 31, 2002* *** ***
------------------------- -------------------------- ------------------------- ---------------------------
September 15, 2003 September 30, 2003 $12,500,000 0.250%
------------------------- -------------------------- ------------------------- ---------------------------
December 1, 2003 December 31, 2003 *** ***
------------------------- -------------------------- ------------------------- ---------------------------
March 16, 2004 March 31, 2004 $16,000,000 0.250%
------------------------- -------------------------- ------------------------- ---------------------------
May 17, 2004 May 31, 2004 $10,500,000 0.125%
------------------------- -------------------------- ------------------------- ---------------------------
*** Portions of this page have been omitted pursuant to a request for
Confidential Treatment and filed separately with the Commission
* With respect to this option only, the following terms shall apply
notwithstanding anything to the contrary contained elsewhere in this Agreement:
If Buyer desires to exercise this option, Buyer shall give written
notice (the "December 2002 Exercise Notice") to Seller at any time from
the date which is 30 days prior to the applicable Notice Date up to and
including 7:00 p.m. (New York City time) on such Notice Date. If Buyer
delivers such December 2002 Exercise Notice, then:
(i) unless by 9:00 p.m. (New York City time) on such Notice Date
Seller delivers to Buyer an Exception Notice, Seller shall be
deemed to have represented and warranted to Buyer that, as of the
applicable Exercise Date, all of Seller's representations and
warranties contained herein are true and correct in all material
respects on and as of such Exercise Date as if made on such
Exercise Date; and
(ii) on such Exercise Date Buyer shall pay to Seller two-thirds (2/3)
of the applicable Option Exercise Price; the remaining one-third
(1/3) of such Option Exercise Price will be due and payable on the
date that is one hundred twenty (120) days after such Exercise
Date."
2. Sections 5.01(a) and (b) of the Purchase Agreement are hereby amended by
deleting all references to "1.25%" therein and replacing such references with
"*** (or, in the event that an Exercise Date expires without Buyer having
exercised the corresponding option thereto, *** less the additional percentage
of such corresponding option not exercised)".
3. REPRESENTATIONS AND WARRANTIES. Seller hereby makes the representations
and warranties made to Buyer in Sections 3.01, 3.02, 3.03 and 3.04 of the
Purchase Agreement with respect to this Amendment to the same extent made in the
Purchase Agreement with respect to such Purchase Agreement.
4. DEFINITIONS. All capitalized terms used but not defined herein shall
have the respective meanings ascribed to them in the Purchase Agreement.
5. GOVERNING LAW. This Amendment shall be governed construed in accordance
with and governed by the law of the State of New York.
6. ENTIRE AGREEMENT. The Purchase Agreement, as amended hereby, constitutes
the full and entire understanding between the parties regarding the subject
matter herein. Except as otherwise expressly provided herein, the provisions
hereof shall be binding upon and inure to the benefit of the parties hereto and
their respective successors and assigns.
7. FULL FORCE AND EFFECT. Except as amended hereby, the Purchase Agreement
shall remain in full force and effect.
*** Portions of this page have been omitted pursuant to a request for
Confidential Treatment and filed separately with the Commission
8. COUNTERPARTS. This Amendment may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument. This Amendment
shall become effective when each party hereto shall have received a counterpart
hereof signed by the other party hereto.
9. CAPTIONS. The titles and captions herein are included for convenience of
reference only and shall be ignored in the construction or interpretation
hereof.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the parties hereof have caused this Amendment to be
duly executed and delivered as a deed by their respective authorized officers of
the day and year first written above.
LIGAND PHARMACEUTICALS INCORPORATED
By: /S/XXXXX X. XXXXXXXX
Name: ________________________________
Title: ________________________________
By: /S/WARNER X. XXXXXXXX
Name: Warner X. Xxxxxxxx
Title: VP & General Counsel
PHARMACEUTICAL ROYALTIES INTERNATIONAL (CAYMAN) LTD.
By: /S/XXXXX XXXXXX
Name: X. Xxxxxx
Title: Director
