EXHIBIT 10.16
TWELFTH ADDENDUM TO AMENDED REGISTRATION RIGHTS AGREEMENT
This Twelfth Addendum ("Addendum") to the Amended Registration Rights
Agreement dated June 24, 1994, as amended through the date hereof ("Registration
Rights Agreement") between Ligand Pharmaceuticals Incorporated (the "Company")
and Elan International Services, Ltd. ("EIS") is effective as of August 4, 1999.
RECITALS
A. The Company has issued a warrant to purchase up to 91,406 shares of the
Company's Common Stock with an exercise price equal to $13.80 per share (the
"EIS Warrant") to EIS.
B. This Addendum serves to include any shares of the Company's Common Stock
issuable upon the exercise of the EIS Warrant within the definition of
"Registrable Securities" under the Registration Rights Agreement and to provide
that Schedule A to the Registration Rights Agreement shall be further updated to
include any shares issued upon the exercise of the EIS Warrant, all pursuant to
Section 2.6(a) of the Registration Rights Agreement.
NOW, THEREFORE, in consideration of the mutual promises and covenants set
forth in the Registration Rights Agreement, the parties agree as follows:
1. Section 1.1, paragraph (f) of the Registration Rights Agreement is
hereby restated in its entirety as follows:
"(f) The term "Registrable Securities" means (i) the Common Stock
issuable or issued upon exercise of those warrants issued to certain
Existing Investors and pursuant to which such Existing Investors were
previously granted registration rights by the Company, (ii) the shares of
Common Stock (or the shares of such other class of stock into which the
Common Stock is converted) issuable upon conversion of those certain
Unsecured Convertible Promissory Notes issued to American Home Products
Corporation pursuant to the Stock and Note Purchase Agreement dated
September 2, 1994, (iii) the 35,957 shares of Common Stock issuable or
issued upon exercise of the Warrant issued to Genentech, Inc. in connection
with the merger of L.G. Acquisition Corp., a wholly-owned subsidiary of the
Company, with and into Glycomed Incorporated, which shares are reflected on
Schedule A attached to the Fourth Addendum to this Agreement, (iv) the
164,474 shares of Common Stock (or that number of shares of such other
class of stock into which the Common Stock is converted) issued to S.R. One
Limited pursuant to a Stock and Note Purchase Agreement dated February 3,
1995 (the "Stock and Note Purchase Agreement"), which shares are reflected
on Schedule A attached to the Eighth Addendum to this Agreement, and the
shares of Common Stock (or the shares of such other class of stock into
which the Common Stock is converted) issuable upon conversion of those
certain
Unsecured Convertible Promissory Notes dated October 30, 1997 (the
"S.R. One Notes") issued pursuant to the Stock and Note Purchase Agreement
(and upon such conversion of the S.R. One Notes, Schedule A shall be
updated to include such shares), (v) the 274,423 shares of Common Stock (or
that number of shares of such other class of stock into which the Common
Stock is converted) issued to SmithKline Beecham plc pursuant to a Stock
Purchase Agreement dated April 24, 1998 (the "SmithKline Stock Purchase
Agreement"), which shares are reflected on Schedule A attached to the Ninth
Addendum to this Agreement, and the shares of Common Stock (or the shares
of such other class of stock into which the Common Stock is converted)
issuable upon conversion of that certain Warrant (the "Warrant") issued
pursuant to the SmithKline Stock Purchase Agreement (and upon such
conversion of the Warrant, Schedule A shall be updated to include such
shares), (vi) the 1,278,970 shares of Common Stock (or that number of
shares of such other class of stock into which the Common Stock is
converted) issued to Elan International Services, Ltd. pursuant to the
Stock Purchase Agreement dated September 30, 1998, which shares are
reflected on Schedule A attached to the Tenth Addendum to this Agreement,
(vii) the 437,768 shares of Common Stock (or that number of shares of such
other class of stock into which the Common Stock is converted) issued to
Elan International Services, Ltd. pursuant to the Securities Purchase
Agreement, dated November 6, 1998 (the "Elan Securities Purchase
Agreement"), which shares are reflected on Schedule A attached to the
Eleventh Addendum to this Agreement, (viii) the shares of Common Stock (or
the shares of such other class of stock into which the Common Stock is
converted) issuable upon conversion of the Zero Coupon Convertible Senior
Notes due 2008 (the "Elan Notes") issued pursuant to the Elan Securities
Purchase Agreement (and upon such conversion of the Elan Notes, Schedule A
shall be updated to include such shares), (viii) the 429,185 shares of
Common Stock (or the shares of such other class of stock into which the
Common Stock is converted) issued to Elan Corporation, plc pursuant to the
Development, Licence and Supply Agreement dated November 9, 1998 (the "Elan
License Agreement"), which shares are reflected on Schedule A attached to
the Eleventh Addendum to this Agreement, (ix) the shares of Common Stock
that may be issued to Elan Corporation, plc pursuant to the Elan License
Agreement (and upon each such issuance, Schedule A shall be updated to
include such shares), (x) the shares of Common Stock (or the shares of such
other class of stock into which the Common Stock is converted) issuable to
Elan International Services, Ltd. upon exercise of that certain Warrant
(the "EIS Warrant") dated August 4, 1999 (and upon such exercise of the EIS
Warrant, Schedule A shall be updated to include such shares) and (xi) any
Common Stock of the Company issued as (or issuable upon the conversion or
exercise of any warrant, right or other security which is issued as) a
dividend or other distribution with respect to, or in exchange for or in
replacement of the shares referenced in (i), (ii), (iii), (iv), (v), (vi),
(vii), (viii), (ix) and (x) above, excluding in all cases, however, any
Registrable Securities sold by a person in a transaction in which rights
under this Agreement are not assigned."
2. Schedule A of the Registration Rights Agreement is hereby restated in
its entirety as attached to this Addendum.
3. This Addendum may be executed in one or more counterparts.
4. This Addendum shall be binding upon the Company, EIS, each holder of
Registrable Securities and each future holder of Registrable Securities pursuant
to Section 2.6(a) of the Registration Rights Agreement.
[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the parties have executed this Addendum as of the date
first above written.
ELAN INTERNATIONAL SERVICES, LIGAND PHARMACEUTICALS
LTD. INCORPORATED
By: /s/ Kevin Insley By: /s/ Paul Maier
Title: President & CFO Title: /s/ Senior Vice President & CEO
[SIGNATURE PAGE TO TWELFTH ADDENDUM TO
AMENDED REGISTRATION RIGHTS AGREEMENT]
SCHEDULE A
to
Twelfth Addendum to
Amended Registration Rights Agreement
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Shares
Name Issued
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American Home Products Corporation 374,626
American Home Products Corporation 374,626
American Home Products Corporation 249,749
American Home Products Corporation 124,875
Aspen Venture Partners, L.P. 2,659
Elan Corporation, plc 429,185
Elan International Services, Ltd. 1,716,738
Enterprise Partners 3,745
Genentech, Inc. 35,957
Kleiner Perkins Caufield & Byers 7,688
ML Venture Partners II, L.P. 2,417
S.R. One, Limited 164,474
SmithKline Beecham 274,423
Venrock Associates 3,441
Venrock Associates II, L.P. 1,540
Windsor Venture Lease Partners Ltd., Inc. 283
Total: 3,766,426
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A-1