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EXHIBIT 1
AMENDMENT NO. 2 TO RIGHTS AGREEMENT
Amendment No. 2, dated as of June 8, 2000 to the Rights Agreement dated
as of December 15, 1994, as amended (the "Agreement"), between ARIAD
Pharmaceuticals, Inc., a Delaware corporation (the "Company"), and State Street
Bank and Trust Company, a Massachusetts Trust Company (the "Rights Agent").
The Company and the Rights Agent have approved the amendment to the
Agreement set forth below. Accordingly, in consideration of the premises and
mutual agreements herein set forth, the parties hereby agree as follows:
FIRST: Section 27 of the Agreement is hereby amended in its entirety
to read as follows:
SECTION 27. SUPPLEMENTS AND AMENDMENTS. Prior to the Separation Date,
the Company and the Rights Agent shall, if the Company so directs,
supplement or amend any provision of this Agreement without the
approval of any holders of certificates representing Common Shares
unless such approval is required by Section 29(b), except for a
supplement or amendment that would change the Redemption Price,
Purchase Price, or number of fractional Series A Shares for which a
Right is then exercisable. From and after the Separation Date (and at
any time after the occurrence of a Shares Acquisition Date subsequent
to the occurrence of a Springing Right of Redemption), the Company and
the Rights Agent shall, if the Company shall so direct, supplement or
amend this Agreement without the approval of any holders of Right
Certificates in order (i) to cure any ambiguity, (ii) to correct or
supplement any provision contained herein that may be defective or
inconsistent with any other provisions herein, (iii) to extend the
period of redemption provided in Section 23 hereof (which amendment
shall set forth a date after which the Rights are no longer redeemable
("Extension Date") unless the Rights are further amended prior to the
Extension Date to further extend the time during that the Rights are
redeemable, and which amendment may provide for the termination of the
right of redemption prior to any Extension Date or (iv) to change or
supplement the provisions hereunder in any manner that the Company may
deem necessary or desirable and that shall not adversely affect the
interests of the holders of Right Certificates (other than an Acquiring
Person or an Affiliate or Associate of an Acquiring Person); provided
further, that this Agreement may not be supplemented or amended in any
way after the period for redemption of the Rights pursuant to Section
23 hereof shall have expired unless there shall thereafter arise and be
in effect a Springing Right of Redemption. Upon the delivery of a
certificate from an appropriate officer of the Company, which states
that the proposed supplement or amendment is in compliance with the
terms of this Section 27, the Rights Agent shall execute such
supplement or amendment. Prior to the Separation Date, the interests of
the holders of Rights shall be deemed coincident with the interests of
the holders of Common Shares.
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SECOND: The amendment to the Agreement effected by this Amendment No. 2
shall take effect upon execution hereof by the parties hereto.
THIRD: Except as set forth above, the provisions of the Agreement shall
remain in full force and effect.
FOURTH: This Amendment No. 2 may be executed in two or more
counterparts, each of which shall be deemed an original but both of which
together shall constitute one and the same agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
ARIAD PHARMACEUTICALS, INC.
By: /s/ Jay R. LaMarche
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Name: Jay R. LaMarche
Title: Treasurer
STATE STREET BANK AND TRUST COMPANY
By: /s/ Charles Rossi
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Name: Charles Rossi
Title: Vice-President
