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): September 16, 2010
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 7.01 Regulation FD Disclosure.
On September 17, 2010, Ligand Pharmaceuticals Incorporated (the “Company”) issued a press release announcing its entry into an agreement with Proximagen Limited (“Proximagen”) to transfer exclusive license rights for a series of compound hits related to the CXCR4 target. A copy of this press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.
Note: Information in this Current Report on Form 8-K furnished pursuant to this Item 7.01 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information in this Current Report on Form 8-K furnished pursuant to Item 7.01 shall not be incorporated by reference into any registration statement pursuant to the Securities Act of 1933, as amended.
Item 8.01 Other Events.
On September 16, 2010, the Company, through its subsidiary, Pharmacopeia, LLC (“Pharmacopeia”), entered into a novation agreement (the “Novation Agreement”) with Swedish Orphan Biovitrum AB (publ) (“Biovitrum”) and Proximagen Limited (“Proximagen”) whereby Proximagen succeeded Biovitrum as a party to a collaborative research and license agreement that was previously entered into in 2004 by Pharmacopeia (then Pharmacopeia Drug Discovery Inc.) with Biovitrum (then Biovitrum AB (publ)). Pursuant to the Novation Agreement, exclusive license rights for a series of compound hits related to the CXCR4 target were transferred to Proximagen. In connection with the execution of the Novation Agreement, Proximagen agreed to pay $250,000 to the Company. The Company will continue to be eligible to receive milestone payments under the collaborative research and license agreement.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits. |
| Exhibit No. |
Description | |
| 99.1 | Press release dated September 17, 2010. |
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.
| LIGAND PHARMACEUTICALS INCORPORATED | ||||||
| Date: September 17, 2010 | By: | /s/ Charles S. Berkman | ||||
| Name: | Charles S. Berkman | |||||
| Title: | Vice President, General Counsel and Secretary | |||||
EXHIBIT INDEX
| Exhibit No. |
Description | |
| 99.1 | Press release dated September 17, 2010. |