EXHIBIT 10.3
THIRTEENTH ADDENDUM TO AMENDED REGISTRATION RIGHTS AGREEMENT
This Thirteenth 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 Warner-Lambert Company ("Investor") is effective as of September 1, 1999.
RECITALS
A. The Company has issued 289,750 shares of the Company's Common Stock to
Investor pursuant to that certain Stock Purchase Agreement dated the date
hereof.
B. This Addendum serves to include any shares of the Company's Common Stock
issued to Investor 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 such shares, 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, License 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), (xi) the shares of Common Stock (or the shares of such
other class of stock into which the Common Stock is converted) issued
to Investor pursuant to the Purchase Agreement, which shares are
reflected on Schedule A attached to this Addendum, and (xii) 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), (x) and (xi) 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, Investor, 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]
[SIGNATURE PAGE TO THIRTEENTH ADDENDUM TO AMENDED REGISTRATION RIGHTS AGREEMENT]
IN WITNESS WHEREOF, the parties have executed this Addendum as of the date
first above written.
WARNER LAMBERT COMPANY LIGAND PHARMACEUTICALS INCORPORATED
By: /s/ Peter B. Carr, Ph.D. By: /s/ William L. Respess
Title: /s/ Peter B. Corr, Ph.D. Title: Senior Vice President
Corporation Vice President General Counsel, Gov't Affairs
Warner Lambert Company
2800 Plymouth Road
Ann Arbor, MI 48105
SCHEDULE A
to
Thirteenth 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
Warner-Lambert Company 289,750
Windsor Venture Lease Partners Ltd., Inc. 283
Total:
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