Exhibit 10.1
PURCHASE
AGREEMENT
October 8,
2009
Invus,
L.P.
c/o The Invus
Group, L.L.C.
750 Lexington
Avenue (30 th Floor)
New York, New
York 10022
Lexicon
Pharmaceuticals, Inc.
8800 Technology
Forest Place
The Woodlands,
Texas 77381
Attn:
President and Chief Executive Officer
Ladies and
Gentlemen:
Reference is made to (a) that certain
Stockholders’ Agreement, dated as of June 17, 2007 (as
amended, the “ Stockholders’ Agreement ”),
by and between Invus, L.P. (the “ Investor ”)
and Lexicon Pharmaceuticals, Inc. (the “ Company
”), (b) the Amendment to Securities Purchase Agreement, dated
as of October 7, 2009 (the “ Amendment ”),
amending that certain Securities Purchase Agreement, dated as of
June 17, 2007, by and between the Investor and the Company (the
“ Securities Purchase Agreement ”), and (c) that
certain Underwriting Agreement being entered into by the Company
with the representatives of the underwriters concurrently with this
Purchase Agreement (the “ Underwriting Agreement
”) providing for the issuance by the Company to the
underwriters of 19,894,076 shares of Company Common Stock (the
“ Firm Shares ”), without giving effect to any
exercise of the underwriters’ over-allotment option, for sale
in a public offering at a price to the public of $1.50 per share
(the “ Price to Public
”). Capitalized terms used but not otherwise
defined herein shall have the meanings ascribed to them in the
Stockholders’ Agreement.
Pursuant to Section 4.02 of the
Stockholders’ Agreement and Section 8 of the Amendment, on
the terms and subject to the conditions set forth herein, the
Investor hereby agrees to purchase from the Company the number of
shares specified below (the “ Invus Shares ”) of
Company Common Stock at a price per share equal to the Price to
Public, for the total purchase price specified below:
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Number of
Shares:
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13,439,257 shares of Company Common
Stock
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|
|
|
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Total Purchase
Price:
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$20,158,885.50
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The Company hereby represents and warrants to
and agrees with the Investor to all the same representations and
warranties contained in Section 1 and the covenant