LIGAND PHARMACEUTICALS INC : Termination of a Material Definitive Agreement (form 8-K)

LGND

Item 1.02 Termination of a Material Definitive Agreement

As previously disclosed, on September 30, 2020, Ligand Pharmaceuticals Incorporated (the "Company") and American Stock Transfer & Trust Company, LLC ("AST") entered into a contingent value rights agreement (the "CVR Agreement") in connection with the Company's acquisition of Pfenex, Inc ("Pfenex"). Pursuant to the terms of the CVR Agreement, former equityholders of Pfenex received one non-transferrable contractual right entitling such holder to receive an amount in cash in the event that Pfenex's teriparatide injection product received notice from the U.S. Food and Drug Administration that such product is therapeutically equivalent with respect to FORTEO® (teriparatide injection) on or before December 31, 2021 (the "Expiration Date"). The FDA did not provide notice of such event prior to the Expiration Date and as a result, the CVRs expired without payment.

On January 14, 2022, the Company delivered written notice to AST to terminate the CVR Agreement, effective immediately. A copy of the CVR Agreement was filed as Exhibit 2.5 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2020, filed with the Securities and Exchange Commission on November 6, 2020. The description of the CVR Agreement does not purport to be complete and is qualified in its entirety by the full text of the CVR Agreement and is incorporated herein by reference.

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