0000886163-14-000057 Sample Contracts

AMENDMENT OF “GENERAL” CONTINGENT VALUE RIGHTS AGREEMENT
Contingent Value Rights Agreement • May 22nd, 2014 • Ligand Pharmaceuticals Inc • Pharmaceutical preparations • New York

This Amendment (this “Amendment”) is dated May 20, 2014 and amends that certain “General” Contingent Value Rights Agreement dated as of January 27, 2010 (as previously amended on January 26, 2011, the “Agreement”) by and among Ligand Pharmaceuticals Incorporated, a Delaware corporation, Metabasis Therapeutics, Inc., a Delaware corporation (“Target”), David F. Hale, as Stockholders’ Representative (the “Stockholders’ Representative”), and Computershare Inc., a Delaware corporation (successor to Mellon Investor Services LLC, a New Jersey limited liability company), as Rights Agent (the “Rights Agent”) and as initial General CVR Registrar. Pursuant to Section 5.2(a) of the Agreement, this Amendment is effective upon the signatures only of Ligand Pharmaceuticals Incorporated, a Delaware corporation (authorized by a Board Resolution) and the Rights Agent, accompanied by the consent of the Stockholders’ Representative. Pursuant to Section 5.4 of the Agreement, every Holder shall be bound by

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AMENDMENT OF “TR BETA” CONTINGENT VALUE RIGHTS AGREEMENT
Contingent Value Rights Agreement • May 22nd, 2014 • Ligand Pharmaceuticals Inc • Pharmaceutical preparations • New York

This Amendment (this “Amendment”) is dated May 20, 2014 and amends that certain “TR Beta” Contingent Value Rights Agreement dated as of January 27, 2010 (the “Agreement”) by and among Ligand Pharmaceuticals Incorporated, a Delaware corporation, Metabasis Therapeutics, Inc., a Delaware corporation (“Target”), David F. Hale, as Stockholders’ Representative (the “Stockholders’ Representative”), and Computershare Inc., a Delaware corporation (successor to Mellon Investor Services LLC, a New Jersey limited liability company), as Rights Agent (the “Rights Agent”) and as initial TR Beta CVR Registrar. Pursuant to Section 5.2(a) of the Agreement, this Amendment is effective upon the signatures only of Ligand Pharmaceuticals Incorporated, a Delaware corporation (authorized by a Board Resolution) and the Rights Agent, accompanied by the consent of the Stockholders’ Representative. Pursuant to Section 5.4 of the Agreement, every Holder shall be bound by this Amendment.

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