Exhibit 10.247
AMENDMENT NUMBER 1 TO PURCHASE AGREEMENT
BETWEEN
PHARMACEUTICAL ROYALTIES INTERNATIONAL (CAYMAN) LTD. AND
AND
LIGAND PHARMACEUTICALS INCORPORATED
THIS AMENDMENT TO PURCHASE AGREEMENT (the "AMENDMENT") is made and entered
into on this 29th day of July, 2002 by and between Pharmaceutical Royalties
International (Cayman) Ltd. ("BUYER") and Ligand Pharmaceuticals Incorporated
("SELLER").
WHEREAS, Seller and Buyer are parties to that certain Purchase Agreement
dated as of March 6, 2002 (the "PURCHASE AGREEMENT") pursuant to which Seller
agreed, subject to the terms thereof, to sell, transfer, assign and deliver to
Buyer the right to receive from Seller the Applicable Percentage of the AHP Net
Sales and the Applicable Percentage of the Pfizer Net Sales;
WHEREAS, Seller and Buyer wish to amend the Purchase Agreement to revise
the grant of options from Seller to Buyer to acquire rights to receive
additional percentages of both AHP Net Sales and Pfizer Net Sales;
NOW, THEREFORE, in consideration of the mutual promises and covenants
contained in this Amendment and in the Purchase Agreement, and pursuant to
Section 8.02(a) of the Purchase Agreement, Seller and Buyer do hereby amend the
Purchase Agreement, as follows:
1. Section 2.02(a) is hereby amended by deleting it in its entirety and
replacing it with the following:
"2.02 OPTIONS. (a) Seller hereby grants to Buyer the following options,
each exercisable at Buyer's sole discretion, to acquire rights to receive
additional percentages of both AHP Net Sales and Pfizer Net Sales on the same
terms as described above in Section 2.01(a). For clarity, such options may be
exercised only for additional percentages of both AHP Net Sales and Pfizer Net
Sales. Payment of the Option Exercise Price specified below represents payment
for the additional percentages of both the AHP Net Sales and the Pfizer Net
Sales.
--------------------------- ------------------------------ --------------------- ---------------------------
NOTICE DATE (EACH A EXERCISE DATE (EACH AN EXERCISE PRICE ADDITIONAL PERCENTAGE OF
"NOTICE DATE") "EXERCISE DATE") (EACH, AN "OPTION BOTH AHP NET SALES AND
EXERCISE PRICE") PFIZER NET SALES
--------------------------- ------------------------------ --------------------- ---------------------------
May 1, 2002 May 15, 2002 $3,000,000 0.125%
--------------------------- ------------------------------ --------------------- ---------------------------
September 20, 2002 September 30, 2002 $3,500,000 0.125%
--------------------------- ------------------------------ --------------------- ---------------------------
December 20, 2002 December 31, 2002 $3,850,000 0.125%
--------------------------- ------------------------------ --------------------- ---------------------------
September 15, 2003 September 30, 2003 $12,500,000 0.250%
--------------------------- ------------------------------ --------------------- ---------------------------
March 16, 2004 March 31, 2004 $16,000,000 0.250%
--------------------------- ------------------------------ --------------------- ---------------------------
May 17, 2004 May 31, 2004 $10,500,000 0.125%
--------------------------- ------------------------------ --------------------- ---------------------------
2. DEFINITIONS. All capitalized terms used, but not defined herein, shall
have the respective meanings ascribed to them in the Purchase Agreement.
3. GOVERNING LAW. This Amendment shall be governed construed in accordance
with and governed by the law of the State if New York.
4. ENTIRE AGREEMENT. The Purchase Agreement, as amended hereby, constitutes
the full and entire understanding between the parties regarding the subject
matter herein. Except as otherwise expressly provided herein, the provisions
hereof shall be binding upon and inure to the benefit of the parties hereto and
their respective successors and assigns.
5. FULL FORCE AND EFFECT. Except as amended hereby, the Purchase Agreement shall
remain in full force and effect.
6. COUNTERPARTS. This Amendment may be signed in any number of counterparts,
each of which shall be an original, with the same effect as if the signatures
thereto and hereto were upon the same instrument. This Amendment shall become
effective when each party hereto shall have received a counterpart hereof signed
by the other party hereto.
7. CAPTIONS. The titles and captions herein are included for convenience of
reference only and shall be ignored in the construction or interpretation
hereof.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the parties hereof have caused this Amendment to be
duly executed by their respective authorized officers of the day and year first
written above.
LIGAND PHARMACEUTICALS INCORPORATED
By: /S/WARNER X. XXXXXXXX
Name: Warner X. Xxxxxxxx
Title: V.P., General Counsel & Secretary
PHARMACEUTICAL ROYALTIES INTERNATIONAL (CAYMAN) LTD.
By: /S/XXXX XXXXXX
Name: Xxxx Xxxxxx
Title: Director
