Form 8-K

LIGAND PHARMACEUTICALS INCORPORATED

Date: September 7, 2011

By:

Name:

Title:

/s/ Charles S. Berkman

Charles S. Berkman

Vice President, General Counsel and Secretary

0001193125-11-242347.txt : 20110907 0001193125-11-242347.hdr.sgml : 20110907 20110907161537 ACCESSION NUMBER: 0001193125-11-242347 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20110831 ITEM INFORMATION: Entry into a Material Definitive Agreement FILED AS OF DATE: 20110907 DATE AS OF CHANGE: 20110907 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LIGAND PHARMACEUTICALS INC CENTRAL INDEX KEY: 0000886163 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 770160744 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-33093 FILM NUMBER: 111078392 BUSINESS ADDRESS: STREET 1: 11085 NORTH TORREY PINES ROAD STREET 2: SUITE 300 CITY: LA JOLLA STATE: CA ZIP: 92037 BUSINESS PHONE: 858-550-7500 MAIL ADDRESS: STREET 1: 11085 NORTH TORREY PINES ROAD STREET 2: SUITE 300 CITY: LA JOLLA STATE: CA ZIP: 92037 8-K 1 d8k.htm FORM 8-K Form 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 31, 2011

LIGAND PHARMACEUTICALS INCORPORATED

(Exact Name of Registrant as Specified in Its Charter)

Delaware

001-33093

77-0160744

(State or Other Jurisdiction of

Incorporation or Organization)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

11085 North Torrey Pines Road, Suite 300, La Jolla, California, 92037

(Address of Principal Executive Offices) (Zip Code)

(858) 550-7500

(Registrant’s Telephone Number, Including Area Code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01

Entry Into a Material Definitive Agreement.

On August 31, 2011, Ligand Pharmaceuticals Incorporated (“Ligand” or the “Company”) entered into a First Amendment to License Agreement (the “First Amendment”) with Chiva Pharmaceuticals, Inc. (“Chiva”) which amends the License Agreement, effective as of January 6, 2011, between the Company and Chiva (the “License Agreement”). The First Amendment requires that the $500,000 licensing fee owed to Ligand be paid by September 1, 2011, instead of December 31, 2011. In addition, the First Amendment increases the royalty rates which Ligand may potentially receive under the License Agreement. Under the terms of the First Amendment, Ligand would be entitled to 6% of aggregate net sales of products licensed to Chiva under the License Agreement and 9% of aggregate net sales for Pradefovir. In addition, the First Amendment removed the provision from the License Agreement which provided that Ligand could potentially earn a 10% equity position in Chiva in the future as a milestone payment.

The foregoing summary of the material terms of the First Amendment does not purport to be complete and is qualified in its entirety be reference to the First Amendment, a copy of which will be filed with the Securities and Exchange Commission by Ligand on its Quarterly Report on Form 10-Q for the period ending September 30, 2011.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.