AMENDMENT NUMBER 1 TO
PURCHASE AGREEMENT, CONTRACT SALES FORCE AGREEMENT AND
CONFIDENTIALITY AGREEMENT
THIS
AMENDMENT , (the “ Amendment ”) effective as
of November 30, 2006 (the “ Effective Date of this
Amendment ”), is made by and between LIGAND
PHARMACEUTICALS INCORPORATED , a Delaware corporation, and all
of its successors and assigns (the “ Seller ”),
KING PHARMACEUTICALS, INC. , a Tennessee corporation
(“ King ”) and KING PHARMACEUTICALS RESEARCH
AND DEVELOPMENT, INC. , a Delaware corporation and wholly owned
subsidiary of King (“ King R & D ; King R & D
together with King, the “ Purchaser ”). Each of
Seller and Purchaser is referred to herein, individually, as a
“ Party ” and, collectively, as the “
Parties .”
WHEREAS, the
Seller and Purchaser entered into that certain Purchase Agreement,
dated as of September 6, 2006 (the “ Purchase
Agreement ”);
WHEREAS, the
Seller and King entered into that certain Contract Sales Force
Agreement, dated as of September 6, 2006 (the “ Sales
Force Agreement ”);
WHEREAS, the
Seller and King entered into that certain Confidentiality Agreement
dated as of August 15, 2006 (the “ Confidentiality
Agreement ”) (together with the Purchase Agreement, and
the Sales Force Agreement, the “ Agreements
”);
WHEREAS, the
Seller and Purchaser desire to amend the Purchase Agreement, as
described in this Amendment; and
WHEREAS, the
Seller and King desire to amend each of the Sales Force Agreement
and the Confidentiality Agreement, as described in this
Amendment.
NOW, THEREFORE,
the Parties hereby agree as follows:
1. The terms
in this Amendment with initial letters capitalized shall have the
meanings set forth in this Amendment and, if not defined in this
Amendment, shall have the meaning set forth in the applicable
Agreement.
2.
Section 9.1(a) of the Purchase Agreement is hereby
amended to insert the following prior to the final
sentence:
“Effective as of November 30, 2006,
Purchaser may make offers of employment to any of the
Seller’s Regional Business Managers (the “ RBMs
”) and such other of the Seller employees as Purchaser shall
require and as the Seller shall from time to time agree (the
“ Other Employees ”), which offers shall be
contingent upon the Closing. The RBMs and Other Employees shall not
be counted for purposes of calculating severance reimbursement to
the Seller under Section&nb
