Exhibit 10.3
Confidential materials omitted and filed separately with the Securities and Exchange Commission.
Asterisks denote omissions.
PURCHASE OPTION AGREEMENT
by and among
LEXICON PHARMACEUTICALS, INC.
SYMPHONY ICON HOLDINGS LLC
and
SYMPHONY ICON, INC.
Dated as of June 15, 2007
Confidential materials omitted and filed separately with the Securities and Exchange Commission.
Asterisks denote omissions.
TABLE OF CONTENTS
i
Page
Section 1. Grant of Purchase Option
2
Section 2. Exercise of Purchase Option
3
Section 3. Lexicon Representations, Warranties and Covenants
9
Section 4. Holdings Representations, Warranties and Covenants
12
Section 5. Symphony Icon Representations, Warranties and Covenants
15
Section 6. Notice of Material Event
24
Section 7. Assignment; Transfers; Legend
24
Section 8. Costs and Expenses; Payments
25
Section 9. Expiration; Termination of Agreement
26
Section 10. Survival; Indemnification
27
Section 11. No Petition
30
Section 12. Third-Party Beneficiary
30
Section 13. Notices
30
Section 14. Governing Law; Consent to Jurisdiction and Service of Process
31
Section 15. Waiver of Jury Trial
32
Section 16. Entire Agreement
32
Section 17. Amendment; Successors; Counterparts
32
Section 18. Specific Performance
33
Section 19. Severability
33
Section 20. Tax Reporting
33
Exhibit 10.3
Confidential materials omitted and filed separately with the Securities and Exchange Commission.
Asterisks denote omissions.
PURCHASE OPTION AGREEMENT
by and among
LEXICON PHARMACEUTICALS, INC.
SYMPHONY ICON HOLDINGS LLC
and
SYMPHONY ICON, INC.
Dated as of June 15, 2007
Confidential materials omitted and filed separately with the Securities and Exchange Commission.
Asterisks denote omissions.
TABLE OF CONTENTS
i
Page
Sect