(a) | Section 3.7 of the Securities Purchase Agreement is hereby deleted in its entirety. |
(b) | Section 4.1 of the Securities Purchase Agreement is hereby amended by deleting Section 4.1(a) and Section 4.1(b) in their entirety and re-designating Section 4.1(c) as Section 4.1(a). |
(c) | Section 3.8 of the Securities Purchase Agreement is hereby deleted in its entirety and replaced with the following: |
(d) | Section 4.3 of the Securities Purchase Agreement is hereby deleted in its entirety and replaced with the following: |
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(i) | all covenants and obligations owed by the Company to such Defaulting Purchaser under the Transaction Documents shall be suspended until such Cash Warrant is exercised in accordance with Section 4.3(a) or Section 4.3(b), as the case may be, and all defaults by the Company under the Transaction Documents shall, solely with respect to the Defaulting Purchaser, be deemed irrevocably waived by such Defaulting Purchaser; and |
(ii) | the Defaulting Purchaser shall be required to pay the Company on the last day of each Week elapsed following the Exercise Deadline under Section 4.3(a) or Section 4.3(b), as the case may be, until the amount of the Cash Warrant required by Section 4.3(a) or Section 4.3(b), respectively, is exercised in full, a cash payment in an amount, in each instance, equal to three percent (3%) of the aggregate exercise price for such Cash Warrant. |
(i) | Upon receipt by the Holder of Pre-Clinical Study Findings (as defined in the Asset Purchase Agreement by and between the Company, Jewel Merger Sub, Inc., and GliaMed, Inc., dated March 29, 2011 (the “Asset Purchase Agreement”)) stating that there has been a Successful Pre-Clinical Result (as defined in the Asset Purchase Agreement), the Holder agrees to exercise that number of Cash Warrants as reflected onSchedule I attached to that certain Consent and Amendment Agreement, dated March 29, 2011, by and among the Company and the parties thereto, by 5:00 p.m. (Pacific Time) on the third Trading Day following receipt of the Pre-Clinical Study Findings (the “First Exercise Deadline”), and agrees to deliver a Notice of Exercise in connection therewith prior to the First Exercise Deadline, which Notice of Exercise shall be irrevocable. |
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(ii) | Upon a Successful Clinical Result (as defined in the Asset Purchase Agreement), the Holder shall fully exercise the remaining unexercised portion of this Warrant by 5:00 p.m. (Pacific Time) on the third Trading Day following receipt of written notice of achievement of a Successful Clinical Result (the “Second Exercise Deadline”), and agrees to deliver a Notice of Exercise in connection therewith prior to the Second Exercise Deadline, which Notice of Exercise shall be irrevocable.” |
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If to the Company or its Subsidiaries: | La Jolla Pharmaceutical Company 4365 Executive Drive, Suite 300 San Diego, CA 92121 Attention: Deirdre Gillespie Telephone No.: (858) 452-6600 Facsimile No.: (858) 626-2851 Email address: deirdre.gillespie@ljpc.com | ||
with copies to: | Ropes & Gray LLP Three Embarcadero Center San Francisco, CA 94111 Attention: Ryan Murr Telephone No.: (415) 315-6395 Facsimile No.: (415) 315-6026 Email address: Ryan.Murr@ropesgray.com | ||
If to any Holder: | At the address of such Holder set forth on the signature page to this Agreement, with copies to Holder’s counsel, if any, as set forth on the signature page or as specified in writing by such Holder. |
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LA JOLLA PHARMACEUTICAL COMPANY | ||||
By: | /s/ Gail A. Sloan | |||
Name: | Gail A. Sloan | |||
Title: | Chief Financial Officer and Secretary |
AGREEMENT]
AGREEMENT]
AGREEMENT]
AGREEMENT]
Not filed herewith pursuant to Item 601(b)(2) of Regulation S-K. The registrant will supplementally provide a copy of such schedule or exhibit to the Commission upon request.
Not filed herewith pursuant to Item 601(b)(2) of Regulation S-K. The registrant will supplementally provide a copy of such schedule or exhibit to the Commission upon request.
PREFERENCES AND RIGHTS
PREFERRED STOCK, SERIES D-11
CONVERTIBLE PREFERRED STOCK AND SERIES D-21CONVERTIBLE
PREFERRED STOCK
Delaware General Corporation Law
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• | December 24 to January 2; |
• | The Fridays immediately before Memorial Day and immediately before Labor Day; |
• | The weekday immediately before and the weekday immediately after Independence Day, provided that if Independence Day is on a Wednesday, then the two following weekdays; |
• | Columbus Day; or |
• | The Friday immediately after Thanksgiving. |
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Conversion Price
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La Jolla Pharmaceutical Company | ||||
By: | ||||
Name: | Gail A. Sloan | |||
Title: | Chief Financial Officer and Secretary |
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in order to Convert the [Series C-11] [Series C-21] [Series D-11] [Series D-21] Preferred Stock)
Date of Conversion: | ||||
Applicable Conversion Price: | ||||
Shares of Common Stock beneficially owned (determined in accordance with Section 13(d) of the Exchange Act): | ||||
Signature: | ||||
Name: | ||||
Address: | ||||