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EXHIBIT 4.1
AMENDMENT
THIS AMENDMENT NO. 2 is made as of December 1, 1999, by and between
ARIAD Pharmaceuticals, Inc., a Delaware corporation (the "Company"), and State
Street Bank and Trust Company, a corporation organized under the banking laws of
the Commonwealth of Massachusetts (the "Warrant Agent"). All capitalized terms
used herein but not otherwise defined shall have the meanings ascribed to such
terms in that certain Warrant Agreement, dated as of May 27, 1994, by and
between the Company and the Warrant Agent (the "Warrant Agreement").
WHEREAS, the fixed date component of the Exercise Deadline for the
Warrants will arrive less than two months from the date hereof;
WHEREAS, the Company and the Warrant Agent desire to amend the Warrant
Agreement to extend, for a period of one year, the fixed date component of the
Exercise Deadline; and
WHEREAS, an amendment of the Warrant Agreement to extend the fixed date
component of the Exercise Deadline will not adversely affect, alter or change
the rights, privileges or immunities of the registered holders of the Warrant
Certificates;
NOW, THEREFORE, in consideration of the mutual covenants contained
herein and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties agree as follows:
1. EXTENSION OF EXERCISE DEADLINE. The parties agree to amend
Section 2.2 of the Warrant Agreement, which is entitled "REGISTRATION
OF COMMON STOCK AND EXERCISABILITY OF WARRANTS", by deleting the first
sentence of Section 2.2 in its entirety and replacing such first
sentence with the following:
"Each Public Warrant may be exercised at any time on or after the
Separability Date and each UPW Warrant may be exercised at any time
on or after one year from the effective date of the Registration
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Statement (the "Effective Date") under the Securities Act of 1933,
as amended (the "Securities Act"), but not after 5:00 P.M., New
York City time, on the earlier of December 30, 2000, or the
business day immediately preceding the Call Date (as defined in
Section 4.11)."
2. RATIFICATION AND CONFIRMATION. Except as set forth above,
the terms, conditions, agreements, representations and covenants
contained in the Warrant Agreement are hereby ratified and confirmed in
all respects and continue in full force and effect.
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IN WITNESS WHEREOF, the Company and the Warrant Agent have caused this
Amendment to be duly executed as of the date first above written.
COMPANY: WARRANT AGENT:
ARIAD PHARMACEUTICALS, INC. STATE STREET BANK AND TRUST
COMPANY
By: /S/ ▇▇▇ ▇. ▇▇▇▇▇▇▇▇ By: /S/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
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Name: ▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇
Its: Chief Financial Officer Its: Vice President
