1
EXHIBIT 10.60
AMENDMENT TO WARRANTS
This AMENDMENT TO WARRANTS, dated as of May 7, 1997, is entered into by
and between SHAMAN PHARMACEUTICALS, INC., a Delaware corporation ("Company"),
and MMC/GATX PARTNERSHIP NO. 1, a California general partnership ("Holder").
RECITALS
A. Holder is the holder of four warrants (the "Warrants") to
purchase the Common Stock of Company. The first Warrant has a Date of Grant of
September 28, 1990, and is exercisable for 37,500 shares of Common Stock (the
"First Warrant"). The second Warrant has a Date of Grant of June 28, 1991, and
is exercisable for 12,500 shares of Common Stock (the "Second Warrant"). The
third Warrant has a Date of Grant of February 3, 1992, and is exercisable for
18,182 shares of Common Stock (the "Third Warrant"). The fourth Warrant has a
Date of Grant of September 20, 1993, and is exercisable for 9,524 shares of
Common Stock (the "Third Warrant").
B. In partial consideration for Holder's making certain extensions
of credit to Company pursuant to a Loan and Security Agreement, dated as of May
7, 1997, Company has agreed to extend the terms of the Warrants by making the
amendments thereto set forth herein.
AGREEMENT
NOW, THEREFORE, in consideration of the above recitals and for other
good and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, Company and Holder hereby agree as follows:
1. Amendments to Warrants. The Warrants are amended as follows:
(a) The first sentence of Section 1 of each of the First
Warrant, the Second Warrant and the Third Warrant shall be amended to delete
the word "earliest" and replace it with the word "latest".
(b) Section 1 of the Fourth Warrant shall be amended to
delete the words "fifth (5th)" and replace them with the words "ninth (9th)".
2. Effect of Amendment. On and after the date hereof, each
reference to a Warrant in such Warrant or in any other document shall mean such
Warrant as amended by this Amendment.
3. Representations and Warranties. Company hereby represents and
warrants to Holder that each of the Warrants remains in full force and effect.
4. Headings. Headings in this Amendment are for convenience of
reference only and are not part of the substance hereof.
5. Governing Law. This Amendment shall be governed by and
construed in accordance with the laws of the State of California without
reference to conflicts of law rules.
2
6. Counterparts. This Amendment may be executed in any number of
identical counterparts, any set of which signed by all of the parties hereto
shall be deemed to constitute a complete, executed original for all purposes.
IN WITNESS WHEREOF, Company and Holder have caused this Amendment to be
executed as of the day and year first above written.
SHAMAN PHARMACEUTICALS, INC.
By: /s/ XXXX X. XXXXX
------------------------------------
Name: Xxxx X. Xxxxx
------------------------------------
Title: President & CEO
------------------------------------
MMC/GATX PARTNERSHIP NO. 1
By: Xxxxx Xxxxxxxx & Company, General Partner
By:
------------------------------------
Name:
------------------------------------
Title:
------------------------------------
3
6. Counterparts. This Amendment may be executed in any number of
identical counterparts, any set of which signed by all of the parties hereto
shall be deemed to constitute a complete, executed original for all purposes.
IN WITNESS WHEREOF, Company and Holder have caused this Amendment to be
executed as of the day and year first above written.
SHAMAN PHARMACEUTICALS, INC.
By:
------------------------------------
Name:
------------------------------------
Title:
------------------------------------
MMC/GATX PARTNERSHIP NO. 1
By: Xxxxx Xxxxxxxx & Company, General Partner
By: /s/ Xxxxx X. Xxxxxxxx
------------------------------------
Name: Xxxxx X. Xxxxxxxx
------------------------------------
Title: Secretary
------------------------------------
