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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(RULE 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO 13d-1(a) AND AMENDMENTS THERETO
FILED PURSUANT TO 13d-2(a)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
SERAGEN, INC.
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(NAME OF ISSUER)
COMMON STOCK $.01 PAR VALUE
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(TITLE OF CLASS OF SECURITIES)
817474-10-9
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(CUSIP NUMBER)
WILLIAM L. RESPESS, ESQ., GENERAL COUNSEL
LIGAND PHARMACEUTICALS INCORPORATED
10275 SCIENCE CENTER DRIVE
SAN DIEGO, CALIFORNIA 92121
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(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS)
MAY 11, 1998
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(DATE OF EVENT WHICH REQUIRES FILING
OF THIS STATEMENT)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the statement [ ].
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent of
the class of securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom copies
are to be sent.
(CONTINUED ON FOLLOWING PAGES)
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CUSIP NO. 817474-10-9 13D Page 2 of 7 Pages
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
LIGAND PHARMACEUTICALS INCORPORATED
IRS EMPLOYER IDENTIFICATION NO.: 77-0160744
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
N/A (a) [ ] (b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
00(1)
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) N/A [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
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NUMBER 7 SOLE VOTING POWER 0
OF ------------------------------------------------------
SHARES 8 SHARED VOTING POWER 118,654,461
BENEFICIALLY ------------------------------------------------------
OWNED BY 9 SOLE DISPOSITIVE POWER 0
REPORTING ------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER 0
WITH
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 118,654,461
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES
CERTAIN SHARES*
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 89.2%
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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(1) The Securities of the Issuer are subject to stockholder voting agreements
and irrevocable proxies granted to Reporting Entity. See Item 3 herein.
(CONTINUED ON FOLLOWING PAGES)
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ITEM 1. SECURITY AND ISSUER
This statement relates to the common stock, $.01 par value per share
(the "Common Stock"), of Seragen, Inc. a Delaware corporation (the "Issuer").
The principal executive offices of the Issuer are located at 97 South Street,
Hopkinton, Massachusetts 01748.
ITEM 2. IDENTITY AND BACKGROUND
This statement is filed by Ligand Pharmaceuticals Incorporated, a
Delaware corporation ("Ligand"). Ligand's principal business and office address
is 10275 Science Center Drive, San Diego, California 92121. Ligand is a
biopharmaceutical company engaged in the discovery and development of
small-molecule drugs which mimic or block the activities of various hormones and
cytokines to regulate gene activity and the genetic processes affecting many
diseases.
Neither Ligand, nor to its best knowledge, any of its executive officers
or directors has during the last five years: (i) been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors); or (ii) been
a party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Ligand has received from certain directors, executive officers and other
stockholders (collectively, the "Stockholders") of the Issuer irrevocable
proxies (the "Irrevocable Proxies") executed in connection with stockholder
voting agreements (the "Stockholder Voting Agreements") to which the
Stockholders are parties, to vote all shares of voting stock held by the
Stockholders in favor of the approval of that certain Agreement and Plan of
Reorganization, dated as of May 11, 1998 (the "Merger Agreement"), by and among
the Issuer, Ligand and Knight Acquisition Corporation, a Delaware corporation
and a wholly-owned subsidiary of Ligand ("Merger Sub") and the consummation of
the transactions contemplated in the Merger Agreement. The Irrevocable Proxies
also grant Ligand the right to vote against approval of any proposal made in
opposition to or in competition with the consummation of the transactions
contemplated by the Merger Agreement.
The consideration for the obligations set forth in the Stockholder
Voting Agreements, including the receipt of the Irrevocable Proxies by Ligand,
was the execution of the of the Merger Agreement by Ligand, the Issuer and
Merger Sub. Pursuant to the Merger Agreement, Merger Sub will be merged with and
into the Issuer (the "Merger") whereby, upon consummation of the Merger, Merger
Sub will cease to exist and the Issuer will be a wholly-owned subsidiary of
Ligand.
(CONTINUED ON FOLLOWING PAGES)
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ITEM 4. PURPOSE OF THE TRANSACTION
The purpose for the acquisition by Ligand of the Irrevocable Proxies to
vote the securities of the Issuer is to approve the Merger Agreement, the Merger
and the transactions contemplated thereby.
ITEM 5. INTEREST IN SECURITIES OF ISSUER
(a) Through the grant of Irrevocable Proxies, Ligand beneficially
owns 118,654,461 shares(2) of Common Stock of the Issuer. This
represents 89.2% of the outstanding Common Stock of the Issuer.
(b) Ligand has shared power(3) to vote 118,654,461 shares of Common
Stock of the Issuer as referenced in Item 5(a) above. Ligand does
not have the right to dispose of any shares of the Issuer.
(c) Not applicable.
(d) The Stockholders have the right to receive or the power to direct
the receipt of dividends from, or the proceeds from the sale of,
such securities. The following Stockholders own 5% or greater of
the Common Stock of the Issuer: Boston University, Leon C.
Hirsch, Turi Josefsen, Gerald S.J. Cassidy, and Eli Lilly and
Company.
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(2) The number of shares of Common Stock outstanding and the number of shares
of Common Stock beneficially owned were calculated as of May 12, 1998. The
number of shares beneficially owned by Ligand include the following
securities subject to the Irrevocable Proxies and the Stockholder Voting
Agreements: (i) 13,650,669 shares of Common Stock, (ii) 68,913,719 shares
of Common Stock issuable upon the conversion of 23,800 shares Series B
Preferred Stock of the issuer at a conversion price of $.40 as determined
pursuant to the Issuer's Certificate of Designation of Series B Preferred
Stock, (iii) 10,029,000 shares of Common Stock issuable upon the exercise
of options which are exercisable within 60 days and (iv) 26,061,073 shares
of Common Stock issuable upon the conversion of warrants.
(3) Ligand has the power to vote the shares with respect to the following
matters: (i) in favor of approval of the Merger Agreement and the Merger
and any matter that could reasonably be expected to facilitate the Merger,
(ii) against approval of any proposal made in opposition to or in
competition with the consummation of the Merger or the Merger Agreement
(iii) against any merger, consolidation, sale of assets, reorganization or
recapitalization of the Issuer with any party other than Ligand and its
affiliates, (iii) against any liquidation or winding up of the Issuer, and
(iv) in the event of an involuntary bankruptcy proceeding not initiated by
Ligand, to (A) call a special meeting of stockholders of the Issuer and (B)
vote to elect member of the Board of Directors of the Company. Ligand may
not exercise the Irrevocable Proxies on any other matter other than those
set forth above and the stockholder may vote the shares on all other
matters.
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(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
The contracts, arrangements, understandings and relationships with
respect to the securities of the Issuer are the Stockholder Voting Agreement
with attached form of Irrevocable Proxy and the Merger Agreement as defined in
Item 3 above. In addition to the foregoing, certain stockholders entered into a
Stockholders Agreement, dated as of November 6, 1996 by and among Leon C.
Hirsch, Turi Josefsen, Gerald S.J. Cassidy, Loretta P. Cassidy, Boston
University and Reed R. Prior.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit
A Form of Stockholder Voting Agreement and attached Irrevocable Proxy
(FILED HEREWITH)
B Agreement and Plan of Reorganization, dated as of May 11, 1998, by and
among the Issuer, Merger Sub and Ligand (1)(2)(3)
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(1) This exhibit was previously filed as part of, and is hereby incorporated by
reference to, Exhibit 99.3 filed with the Issuer's Current Report on Form
8-K filed on May 15, 1998.
(2) Confidential treatment has been requested for portions of this exhibit,
which portions have been omitted from the attached exhibit and filed
separately with the Commission.
(3) The schedules referenced in this agreement have not been included because
they are either disclosed in the agreement or do not contain information
which is material to an investment decision. Ligand agrees to furnish to
the Commission a copy of such schedules upon request.
(CONTINUED ON FOLLOWING PAGES)
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: May 21, 1998 LIGAND PHARMACEUTICALS INCORPORATED
By: /s/ WILLIAM L. RESPESS
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William L. Respess, Vice President,
General Counsel, Government Affairs
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description
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<S> <C>
A Form of Stockholder Voting Agreement and attached Irrevocable Proxy
(FILED HEREWITH)
B Agreement and Plan of Reorganization, dated as of May 1, 1998, by and
among the Issuer, Merger Sub and Ligand (1)(2)(3)
</TABLE>
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(1) This exhibit was previously filed as part of, and is hereby incorporated by
reference to, Exhibit 99.3 filed with the Issuer's Current Report on Form
8-K filed on May 15, 1998.
(2) Confidential treatment has been requested for portions of this exhibit,
which portions have been omitted form the attached exhibit and filed
separately with the Commission.
(3) The schedules referenced in this agreement have not been included because
they are either disclosed in the agreement or do not contain information
which is material to an investment decision. Ligand agrees to furnish to
the Commission a copy of such schedules upon request.
(CONTINUED ON FOLLOWING PAGES)
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STOCKHOLDER VOTING AGREEMENT
THIS STOCKHOLDER VOTING AGREEMENT (the "Agreement") is made and entered
into as of May 11, 1998, by and among Ligand Pharmaceuticals Incorporated, a
Delaware corporation ("Parent"), and the undersigned stockholder (the
"Stockholder") of Company. Capitalized terms used herein but not otherwise
defined herein shall have the meanings ascribed to them in the Reorganization
Agreement (as defined below).
RECITALS
A. Concurrently with the execution of this Agreement, Parent, Knight
Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of
Parent ("Merger Sub"), and Company have entered into an Agreement and Plan of
Reorganization (the "Reorganization Agreement"), which provides for the merger
(the "Merger") of Merger Sub with and into Seragen, Inc., a Delaware corporation
("Company"). Pursuant to the Merger, all outstanding capital stock of Company
may be converted into the right to receive voting common stock, $.001 par value
per share, of Parent, as set forth in the Reorganization Agreement.
B. The Stockholder is the beneficial owner (as defined in Rule 13d-3
under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) with
the right to vote or direct the voting of such number of shares of the
outstanding capital stock of Company ("Company Capital Stock") and shares
subject to outstanding options or warrants ("Option Shares" and collectively
with Company Capital Stock, the "Shares") as is indicated on the signature page
of this Agreement. In addition, the Stockholder may be the owner of other
options or warrants to acquire shares of capital stock of the Company, which
shares may not be deemed to be beneficially owned pursuant to Rule 13d-3 of the
Exchange Act.
C. In consideration of the execution of the Reorganization Agreement by
Parent, the Stockholder agrees (1) to restrict the transfer or disposition of
(a) any of the Shares and (b) any options or warrants to acquire capital stock
of the Company, or any other shares of capital stock of Company or options or
warrants to acquire capital stock of Company acquired by the Stockholder
hereafter and prior to the Expiration Date (as defined in Section 1.1 below)
(collectively, the "Other Securities"), (2) to vote or direct the vote of the
Shares and Other Securities so as to facilitate consummation of the Merger, and
(3) to grant Parent an irrevocable proxy to vote the Shares and the Other
Securities upon the terms and subject to the conditions set forth herein.
NOW, THEREFORE, the parties agree as follows:
1. AGREEMENT TO RETAIN SHARES.
1.1 TRANSFER AND ENCUMBRANCE. Except as set forth in that certain
Accord and Satisfaction Agreement among the Company, Seragen Technology, Inc.,
Trustees of Boston University, Seragen LLC, Marathon Biopharmaceuticals, LLC,
United States Surgical Corp., Leon C. Hirsch, Turi Josefsen, Gerald S.J. Cassidy
and Loretta P. Cassidy, Reed R. Prior, Jean C. Nichols, Ph.D., Elizabeth C.
Chen, Robert W. Crane, Shoreline Pacific, the Institutional Division
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Financial West Group and Lehman Brothers Inc. dated May 11, 1998 (the "Accord
and Satisfaction Agreement"), the Stockholder agrees, during the period
beginning on the date hereof and ending on the Expiration Date, not to transfer,
sell, exchange, pledge or otherwise dispose of or encumber (collectively,
"Transfer") any of the Shares, New Shares (as defined in Section 1.2 below), or
Other Securities. As used herein, the term "Expiration Date" shall mean the
earlier to occur of (i) such date and time as the Merger shall become effective
in accordance with the terms and provisions of the Reorganization Agreement,
(ii) the termination of the Reorganization Agreement under Sections 7.1(a),
7.1(b), 7.1(c), 7.1(d) (except in the instance where the Company has willfully
breached a representation, warranty, covenant or agreement), 7.1(e), 7.1(f) and
7.1(k) (only in the event the Company has terminated the Reorganization
Agreement) thereof or (iii) May 1, 2001.
1.2 NEW SHARES, NEW OPTIONS OR WARRANTS. The Stockholder agrees
that any shares of capital stock of Company that the Stockholder purchases or
with respect to which the Stockholder otherwise acquires beneficial ownership
with the right to vote or direct the voting of such shares, after the date of
this Agreement and prior to the Expiration Date, including without limitation,
shares of Company Capital Stock acquired pursuant to the Accord and Satisfaction
Agreement ("New Shares"), shall be subject to the terms and conditions of this
Agreement to the same extent as if they constituted Shares. All options or
warrants to acquire capital stock of the Company that the Stockholder acquires
after the date of this Agreement and prior to the Expiration Date shall be
subject to the terms and conditions of this Agreement to the same extent as if
they constituted Other Securities or New Shares.
2. AGREEMENT TO VOTE SHARES. At every meeting of the stockholders of
Company called with respect to any of the following, and at every adjournment
thereof, and on every action or approval by written consent of the stockholders
of Company with respect to any of the following, the Stockholder shall vote or
direct the vote of the Shares and any New Shares: (a) in favor of approval of
the Reorganization Agreement and the Merger and in favor of any matter that
could reasonably be expected to facilitate the Merger; (b) against approval of
any proposal made in opposition to or in competition with consummation of the
Merger or the Reorganization Agreement, against any merger, consolidation, sale
of assets, reorganization or recapitalization of Company with any party other
than Parent, Merger Sub and their affiliates, agents and representatives and
against any liquidation or winding up of Company; and (c) in the event of the
filing of an involuntary petition against the Company under the United States
Bankruptcy Code and following such filing, to (i) call a special meeting of the
stockholders of the Company and (ii) vote to elect members of the Board of
Directors of the Company; provided Parent has not, directly or indirectly,
initiated such filing (each of the foregoing in (b) of this Section 2 is
referred to as an "Opposing Proposal.)"
3. NON-SOLICITATION AGREEMENT. The Stockholder agrees, prior to the
Expiration Date, not to directly or indirectly take any action to solicit,
initiate or encourage the making of any Acquisition Proposal (as hereinafter
defined); provided, however, that a member of the Board of Directors of the
Company who is also a stockholder of the Company (or who is an affiliate of a
stockholder of the Company) may, in his role as a member of the Board of
Directors of the Company, engage in negotiations with, or disclose any nonpublic
information relating to the Company or afford access to the properties, books or
records of the Company to, any person or entity that informs the Board of
Directors that it is considering making, or has made, an Acquisition Proposal.
The term "Acquisition Proposal" as used herein means any offer or proposal for,
or any
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indication of interest in, a merger or other business combination involving the
Company or the acquisition of a majority of the outstanding shares of Company
capital stock or a majority of the assets of the Company, other than the
transactions contemplated by the Reorganization Agreement. In the event that the
Stockholder receives from any third party any offer or indication of interest
(whether made in writing or otherwise) regarding any Acquisition Proposal, or
any request for information about Company with respect to any Acquisition
Proposal, then the Stockholder shall promptly communicate to Parent the material
terms of each such offer, indication of interest or request, including the
identity of the third party; provided Stockholder need not report casual
contacts by any third party not involving discussion of the material terms of an
Acquisition Proposal.
4. IRREVOCABLE PROXY. Concurrently with the execution of this Agreement,
the Stockholder agrees to deliver to Parent a proxy in the form attached as
Annex A (the "Proxy"), which shall be irrevocable to the extent provided in
Section 212 of the Delaware General Corporation Law, covering the total number
of Shares, Other Securities and New Shares beneficially owned (as such term is
defined in Rule 13d-3 under the Exchange Act) by the Stockholder as set forth
therein.
5. REPRESENTATIONS, WARRANTIES AND COVENANTS OF STOCKHOLDER. The
Stockholder represents, warrants and covenants to Parent that the Stockholder:
(i) is the beneficial owner of the Shares, which at the date of this Agreement
and at all times up until the Expiration Date will be free and clear of any
liens, claims, options, charges or other encumbrances, (ii) does not
beneficially own any shares of capital stock of Company other than the Shares
(excluding shares as to which Stockholder currently disclaims beneficial
ownership in accordance with applicable law) and (iii) has full power and
authority to make, enter into and carry out the terms of this Agreement and the
Proxy, including, without limitation, receipt of any third party consents
required by such Stockholder prior to execution of this Agreement and the Proxy.
6. ADDITIONAL DOCUMENTS. The Stockholder hereby covenants and agrees to
execute and deliver any additional documents reasonably necessary or desirable
to carry out the purpose and intent of this Agreement, the Reorganization
Agreement and the Proxy.
7. CONSENT AND WAIVER. The Stockholder hereby gives any consents or
waivers that are required for the consummation of the Merger under the terms of
any agreement to which the Stockholder is a party or pursuant to any rights the
Stockholder may have.
8. TERMINATION. This Agreement and the Proxy delivered in connection
herewith shall terminate and shall have no further force or effect as of the
Expiration Date.
9. MISCELLANEOUS.
9.1 SEVERABILITY. If any term, provision, covenant or restriction
of this Agreement is held by a court of competent jurisdiction to be invalid,
void or unenforceable, then the remainder of the terms, provisions, covenants
and restrictions of this Agreement shall remain in full force and effect and
shall in no way be affected, impaired or invalidated.
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9.2 BINDING EFFECT AND ASSIGNMENT. This Agreement and all of the
provisions hereof shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and permitted assigns, but, except as
otherwise specifically provided herein, neither this Agreement nor any of the
rights, interests or obligations of the parties hereto may be assigned by any of
the parties without the prior written consent of the other parties.
9.3 AMENDMENTS AND MODIFICATION. This Agreement is one of a
series of substantially identical Stockholder Voting Agreements ("Voting
Agreement(s)") dated the date hereof, entered into between Parent and certain
stockholders of the Company (individually, a "Holder" and collectively, the
"Holders") owning collectively more than fifty percent (50%) of the outstanding
voting stock of the Company. Each Voting Agreement may not be modified, amended,
altered or supplemented except by the execution and delivery of a written
agreement executed by each Holder.
9.4 SPECIFIC PERFORMANCE; INJUNCTIVE RELIEF. The parties
acknowledge that Parent will be irreparably harmed and that there will be no
adequate remedy at law for a violation of any of the covenants or agreements of
the Stockholder set forth herein. Therefore, it is agreed that, in addition to
any other remedies that may be available to Parent upon any such violation,
Parent shall have the right to enforce such covenants and agreements by specific
performance, injunctive relief or by any other means available to Parent at law
or in equity.
9.5 NOTICES. All notices and other communications hereunder shall
be in writing and shall be deemed given if delivered personally or by commercial
delivery service, or mailed by registered or certified mail (return receipt
requested) or sent via facsimile (with acknowledgment of complete transmission)
to the parties at the following addresses (or at such other address for a party
as shall be specified by like notice):
(a) if to Parent, to:
Ligand Pharmaceuticals Incorporated
10275 Science Center Drive
San Diego, CA 92121
Attention: William L. Respess, Esq.
Telephone No.: (619) 550-7500
Facsimile No.: (619) 550-7506
with a copy to:
Brobeck Phleger & Harrison LLP
550 West C Street, Suite 1300
San Diego, California 92101-3532
Attention: Faye H. Russell, Esq.
Telephone No.: (619) 234-1966
Facsimile No.: (619) 234-3848
(b) if to the Stockholder, to the address set forth on
the last page hereof.
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9.6 GOVERNING LAW; CONSENT TO JURISDICTION. This Agreement shall
be governed by, construed and enforced in accordance with the internal laws of
the State of Delaware, without giving effect to any choice or conflict of law
provision or rule (whether of the State of Delaware or any other jurisdiction)
that would cause the application of the laws of any jurisdiction other than the
State of Delaware. Company and the Stockholder irrevocably submit to the
jurisdiction of any state or United States federal court sitting in Delaware, in
any action or proceeding arising out of or related to this Agreement, and hereby
irrevocably agree that all claims in respect of such action or proceeding may be
heard and determined in such state or federal court. The Stockholder hereby
irrevocably consents to the service of process which may be served in any such
action or proceeding by certified mail, return receipt requested, by delivering
a copy of such process to the Stockholder or by any other method permitted by
law.
9.7 ENTIRE AGREEMENT. This Agreement and the Proxy contain the
entire understanding of the parties in respect of the subject matter hereof and
supersede all prior negotiations and understandings between the parties with
respect to such subject matter.
9.8 COUNTERPARTS. This Agreement may be executed in several
counterparts, each of which shall be an original, but all of which together
shall constitute one and the same agreement.
9.9 EFFECT OF HEADINGS. The section headings herein are for
convenience only and shall not affect the construction or interpretation of this
Agreement.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed on the day and year first above written.
LIGAND PHARMACEUTICALS Stockholder
INCORPORATED
Name:
----------------------------------
By: By:
--------------------------- ----------------------------------
Name: Title:
--------------------------- ----------------------------------
Title:
---------------------------
---------------------------
Stockholder's Address for Notice:
----------------------------------------
----------------------------------------
Shares beneficially owned:
_____ shares of Company Common Stock
_____ shares of Company Series B
Preferred Stock
_____ shares of Company Series D
Preferred Stock
_____ shares of Company Common
Stock issuable upon exercise
of all outstanding options
and warrants (including the
conversion of any underlying
security)
[SIGNATURE PAGE TO STOCKHOLDER VOTING AGREEMENT]
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IRREVOCABLE PROXY
TO VOTE
SERAGEN, INC. STOCK
The undersigned stockholder of Seragen, Inc., a Delaware corporation
("Company"), hereby irrevocably (to the fullest extent permitted by Section 212
of the Delaware General Corporation Law) appoints David E. Robinson and William
L. Respess of Ligand Pharmaceuticals Incorporated, a Delaware corporation
("Parent"), and each of them, as the sole and exclusive attorneys and proxies of
the undersigned, with full power of substitution and resubstitution, to vote and
exercise all voting and related rights (to the fullest extent that the
undersigned is entitled to do so) with respect to all of the shares of capital
stock of Company that now are or hereafter may be beneficially owned by the
undersigned, and any and all other shares or securities of Company issued or
issuable in respect thereof on or after the date hereof (collectively, the
"Shares") in accordance with the terms of this Proxy. The Shares beneficially
owned by the undersigned stockholder of Company as of the date of this Proxy are
listed on the final page of this Proxy, along with the number of the share
certificates which represent such Shares. Upon the undersigned's execution of
this Proxy, any and all prior proxies given by the undersigned with respect to
any Shares are hereby revoked and the undersigned agrees not to grant any
subsequent proxies with respect to the Shares until after the Expiration Date
(as defined below).
This Proxy is granted pursuant to that certain Stockholder Voting
Agreement dated as of May 11, 1998, by and among Parent, Company and the
undersigned stockholder (the "Stockholder Agreement"), and is granted in
consideration of Parent entering into that certain Agreement and Plan of
Reorganization dated as of May 11, 1998 (the "Reorganization Agreement"), among
Parent, Knight Acquisition Corporation, a Delaware corporation and a
wholly-owned subsidiary of Parent ("Merger Sub"), and Company. The
Reorganization Agreement provides for the merger of Merger Sub with and into
Company in accordance with its terms (the "Merger") pursuant to which the
undersigned stockholder shall receive a portion of the proceeds of the Merger.
As used herein, the term "Expiration Date" shall mean the earlier to occur of
(i) such date and time as the Merger shall become effective in accordance with
the terms and provisions of the Reorganization Agreement, (ii) the termination
of the Reorganization Agreement under Sections 7.1(a), 7.1(b), 7.1(c), 7.1(d)
(except in the instance where the Company has willfully breached a
representation, warranty, covenant or agreement), 7.1(e), 7.1(f) and 7.1(k)
(only in the event the Company has terminated the Reorganization) thereof or
(iii) May 1, 2001.
The attorneys and proxies named above, and each of them, are hereby
authorized and empowered by the undersigned, at any time prior to the Expiration
Date, to act as the undersigned's attorney and proxy to vote the Shares, and to
exercise all voting, consent and similar rights of the undersigned with respect
to the Shares (including, without limitation, the power to execute and deliver
written consents pursuant to Section 228(a) of the Delaware General Corporation
Law) at every annual, special or adjourned meeting of the stockholders of
Company and in every written consent in lieu of any such meeting: (a) in favor
of approval of the Reorganization Agreement and the Merger and in favor of any
matter that could reasonably be
<PAGE> 15
expected to facilitate the Merger, (b) against approval of any proposal made in
opposition to or in competition with the consummation of the Merger or the
Reorganization Agreement, against any merger, consolidation, sale of assets,
reorganization or recapitalization of Company with any party other than Parent
and its affiliates and against any liquidation or winding up of Company and (c)
in the event of the filing of an involuntary petition against the Company under
the United States Bankruptcy Code and following such filing, to (i) call a
special meeting of the stockholders of the Company and (ii) vote to elect
members of the Board of Directors of the Company; provided Parent has not,
directly or indirectly, initiated such filing. The attorneys and proxies named
above may not exercise this Proxy on any other matter except as provided in
clauses (a), (b) and (c) above. The undersigned stockholder may vote the Shares
on all other matters.
Any obligation of the undersigned hereunder shall be binding upon the
successors and assigns of the undersigned.
[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
<PAGE> 16
This Proxy is irrevocable (to the fullest extent permitted by Section
212 of the General Corporation Law of the State of Delaware). This Proxy shall
terminate, and be of no further force and effect, automatically upon the
Expiration Date.
Dated: ___________, 1998
Signature of Stockholder:
--------------------------------
Print Name of Stockholder:
--------------------------------
<TABLE>
<CAPTION>
Shares beneficially owned: Certificate Nos.
- -------------------------- ----------------
<S> <C> <C>
_____ shares of Company Common Stock _______________________
_____ shares of Company Series B Preferred Stock _______________________
_____ shares of Company Series D Preferred Stock _______________________
_____ shares of Company Common Stock issuable upon exercise of all
outstanding options and warrants (including the conversion of any
underlying security)
</TABLE>
[SIGNATURE PAGE TO IRREVOCABLE PROXY]
