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Exhibit 2.1
EXECUTION COPY
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
reimb
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