Exhibit 10.1
AMENDMENT NO. 1 TO
RIGHTS AGREEMENT
This AMENDMENT NO. 1 RIGHTS AGREEMENT (the "Amendment") is made as
of September 18, 2000 between Alexion Pharmaceuticals, Inc., a Delaware
corporation (the "Company"), and Continental Stock Transfer & Trust Company, a
New York corporation (the "Rights Agent").
WHEREAS, on February 14, 1997, the Board of Directors of the Company
declared a dividend of one preferred stock purchase right ("Right") for each
share of Common Stock, par value $.0001 per share, of the Company outstanding at
the close of business on March 6, 1997; and
WHEREAS, each Right entitles the registered holder thereof to
purchase from the Company one one-hundreth (1/100 th) of a share of Junior
Participating Cumulative Preferred Stock, par value $1.00 per share, of the
Company or, in certain circumstances, either Common Stock of the Company or
common stock of an aquiring company at one-half the market price of the Common
Stock of the Company; and
WHEREAS, the description and terms of the Rights are set forth in a
Rights Agreement (the "Rights Agreement") between the Company and the Rights
Agent; and
WHEREAS, the Purchase Price per each one one-hundreth of a share of
Preferred Stock payable upon the exercise o f a Right is set forth in the Rights
Agreement; and
WHEREAS, in view of the increase in the value of the Common Stock of
the Company, the Company desires to amend the Rights Agreement in order to
provide for an increase in the Purchase Price; and
WHEREAS, the Stock Acquisition Date referred to in the Rights
Agreement has not occurred;
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NOW, THEREFORE, in consideration of the premises and the agreements
set forth herein, the parties hereby agree as follows:
1. Purchase Price Increase. Section 7(b) of the Agreement is hereby
amended in its entirety to read as follows:
"(b) The Purchase Price for each one one-hundreth of a share of Preferred
Stock issued pursuant to the exercise of a Right shall initially be $725.00,
shall be subject to adjustment from time to time as provided in Sections 11 and
13 hereof and shall be payable in lawful money of the United States of America
in accordance with paragraph (c) below."
2. No Further Amendment. Except as expressly amended by this Amendment No.
1, the Rights Agreement shall remain in full force and effect as the same was in
effect immediately prior to the date of this Amendment No. 1.
3. Counterparts. This Amendment may be executed in any number of
counterparts and each of such counterparts shall for all purposes be deemed to
be an original, and all such counterparts shall together constitute but one and
the same instrument.
IN WITNESS WHEREOF, the undersigned have duly executed this Amendment as
of the date first above written.
ATTEST: ALEXION PHARMACEUTICALS, INC.
By: /s/David Keiser By: /s/ Leonard Bell
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Name:David Keiser Name: Leonard Bell
Title:Chief Financial Officer Title:President
ATTEST: CONTINENTAL STOCK TRANSFER &
TRUST COMPANY
By: /s/ Thomas Jennings By: /s/ William F. Seegraber
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Name: Thomas Jennings Name: William F. Seegraber
Title: Asst. Secretary Title: Vice President
