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Midas Edge

LIGAND PHARMACEUTICALS INC

For the period ended Dec 31, 2023. Filed Feb 29, 2024.

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About this filing

A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2023 · Filed Feb 29, 2024

LGND$314.16+0.0%Stored close · as of Nov 10, 2026

Extracted filing text, with the paragraph anchors used by the comparison.

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Contents

Item 15. Exhibits, Financial Statement Schedules

Item 15.Exhibits and Financial Statement Schedule

(a) The following documents are included as part of this Annual Report on Form 10-K.

(1) Financial statements

Index to Consolidated Financial Statements57
Report of Independent Registered Public Accounting Firm58
Consolidated Balance Sheets59
Consolidated Statements of Operations60
Consolidated Statements of Comprehensive Income (Loss)61
Consolidated Statements of Stockholders’ Equity63
Consolidated Statements of Cash Flows63
Notes to Consolidated Financial Statements65

(2) Schedules not included herein have been omitted because they are not applicable or the required information is in the consolidated financial statements or notes thereto.

(3) The following exhibits are filed as part of this Form 10-K and this list includes the Exhibit Index.

Incorporated by Reference
ExhibitNumber · Description of Exhibit · Form · File Number · Date of Filing · Exhibit Number · Filed Herewith
2.1*Agreement and Plan of Merger, dated as of March, 23, 2022, by and among Avista Public Acquisition Corp. II, Ligand Pharmaceuticals Incorporated, OmniAb, Inc. and Orwell Merger Sub Inc.8-K001-33093March 24, 20222.1
2.2*Separation and Distribution Agreement, dated as of March 23, 2022, by and among Avista Public Acquisition Corp. II, Ligand Pharmaceuticals Incorporated and OmniAb, Inc.8-K001-33093March 24, 20222.2
3.1Amended and Restated Certificate of Incorporation of the Company.S-4333-58823July 9, 19983.1
3.2Certificate of Amendment of the Amended and Restated Certificate of Incorporation of the Company, dated June 14, 200010-K0-20720March 29, 20013.5
3.3Certificate of Amendment of the Amended and Restated Certificate of Incorporation of the Company, dated June 30, 200410-Q0-20720August 5, 20043.6
3.4Certificate of Amendment of the Amended and Restated Certificate of Incorporation of the Company, dated November 17, 20108-K001-33093November 19, 20103.1
3.5Certificate of Amendment of the Amended and Restated Certification of Incorporation of the Company, dated June 19, 2018S-8333-233130August 8, 20193.6
3.6Fourth Amended and Restated Bylaws of the Company8-K001-33093October 30, 20203.1
4.1Specimen stock certificate for shares of the common stock of the Company10-K001-33093March 1, 20184.1
4.2Description of Registered Securities10-K001-33093February 24, 20214.3
10.1#2002 Stock Incentive Plan (as amended and restated effective June 10, 2022)DEF 14A001-33093April 22, 2022Appendix A
10.2#2002 Employee Stock Purchase Plan (as amended and restated effective June 6, 2019)DEF001-33093April 24, 2019Appendix B
10.3#Form of Stock Option Grant Notice and Stock Option Agreement under the Company’s 2002 Stock Incentive Plan10-K001-33093February 24, 201410.5
10.4#Form of Stock Issuance Agreement for non-employee directors under the Company’s 2002 Stock Incentive PlanS-1333-131029January 13, 200610.289
10.5#Form of Restricted Stock Unit Grant Notice and Restricted Stock Unit Agreement under the Company’s 2002 Stock Incentive Plan10-K001-33093March 1, 201810.6
10.6#Form of Restricted Stock Unit Grant Notice and Restricted Stock Unit Agreement under the Company’s 2002 Stock Incentive Plan - Performance-Based RSU Form10-K001-33093March 1, 201810.7
10.7#Form of Executive Officer Change in Control Severance Agreement8-K001-33093August 22, 200710.1
10.8#Form of Change in Control Severance Agreement10-Q001-33093May 8, 202310.3
10.9#Amended and Restated Severance Plan, effective November 1, 202210-K001-33093February 28, 202310.8
10.10#Director Compensation and Stock Ownership Policy, as amended and restated, effective August 4, 202310-Q001-33093August 9, 202310.1
10.11#*2022 Employment Inducement Plan10-Q001-33093August 9, 202210.2
10.12#Amendment to 2022 Employee Inducement PlanX
10.13#*Form of Stock Option Agreement under the Company’s 2022 Employment Inducement Plan10-Q001-33093August 9, 202210.3
10.14#*Form of Restricted Stock Unit Award Agreement under the Company’s 2022 Employment Inducement Plan10-Q001-33093August 9, 202210.4
10.15#*Form of Performance-Based Restricted Stock Unit Award Agreement under the Company’s 2022 Employment Inducement Plan10-Q001-33093August 9, 202210.5
10.16#*Separation Agreement , effective December 12, 2022, by and between Ligand Pharmaceuticals Incorporated and John Higgins10-K001-33093February 28, 202310.14
10.17#**Severance Agreement, effective December 5, 2022, by and between Ligand Pharmaceuticals Incorporated and Todd C. Davis10-K001-33093February 28, 202310.15
10.18Tax Matters Agreement, dated as of November 1, 2022, by and among OmniAb, Inc.(f/k/a Avista Public Acquisition Corp. II) Ligand Pharmaceuticals Incorporated and OmniAb Operations, Inc. (f/k/a OmniAb, Inc.)8-K001-33093November 4, 202210.1
10.19*Amended and Restated Employee Matters Agreement, dated as of August 18, 2022, by and among Ligand Pharmaceuticals Incorporated, OmniAb Operations, Inc. (f/k/a OmniAb, Inc.), OmniAb, Inc. (f/k/a Avista Public Acquisition Corp. II) and Orwell Merger Sub Inc.10-Q001-33093November 8, 202210.1
10.20TR Beta Contingent Value Rights Agreement, dated January 27, 2010, among the Company, Metabasis Therapeutics, Inc., David F. Hale and Mellon Investor Services LLC8-K001-33093January 28, 201010.2
10.21General Contingent Value Rights Agreement, dated January 27, 2010, among the Company, Metabasis Therapeutics, Inc., David F. Hale and Mellon Investor Services LLC8-K001-33093January 28, 201010.4
10.22Amendment of General Contingent Value Rights Agreement, dated January 26, 2011, among the Company, Metabasis Therapeutics, Inc., David F. Hale and Mellon Investor Services LLC8-K001-33093January 31, 201110.1
10.23Amendment of General Contingent Value Rights Agreement dated May 20, 2014 among the Company, Metabasis Therapeutics, Inc., David F. Hale and Computershare Inc.8-K001-33093May 22, 201410.1
10.24Amendment of TR Beta Contingent Value Rights Agreement dated May 20, 2014 among the Company, Metabasis Therapeutics, Inc., David F. Hale and Computershare, Inc.8-K001-33093May 22, 201410.2
10.25†Captisol® Supply Agreement, dated December 20, 2002, among CyDex, Inc., Hovione LLC, Hovione FarmaCiencia S.A., Hovione Pharmascience Limited and Hovione International Limited10-K001-33093March 3, 201110.1
10.26†1st Amendment to Captisol® Supply Agreement, dated July 29, 2005, among CyDex, Inc., Hovione LLC, Hovione FarmaCiencia S.A., Hovione Pharmascience Limited and Hovione International Limited10-K001-33093March 3, 201110.101
10.272nd Amendment to Captisol® Supply Agreement, dated March 1, 2007, among CyDex, Inc., Hovione LLC, Hovione FarmaCiencia S.A., Hovione Pharmascience Limited, and Hovione International Limited10-K001-33093March 3, 201110.102
10.28†3rd Amendment to Captisol® Supply Agreement, dated January 25, 2008, among CyDex, Inc., Hovione LLC, Hovione FarmaCiencia S.A., Hovione Pharmascience Limited, and Hovione International Limited10-K001-33093March 3, 201110.103
10.29†4th Amendment to Captisol® Supply Agreement, dated September 28, 2009, among CyDex Pharmaceuticals, Inc., Hovione LLC, Hovione FarmaCiencia S.A., Hovione Pharmascience Limited and Hovione International Limited10-K001-33093March 3, 201110.104
10.30†License Agreement, dated September 3, 1993, between CyDex L.C. and The University of Kansas10-K001-33093March 3, 201110.105
10.31First Amendment to License Agreement, dated February 24, 1998, between CyDex, Inc. and The University of Kansas10-K001-33093March 3, 201110.106
10.32†Second Amendment to License Agreement, dated August 4, 2004, between CyDex, Inc. and The University of Kansas10-K001-33093March 3, 201110.107
10.33†Acknowledgement Agreement, dated February 22, 2008, between CyDex, Inc. and The University of Kansas10-K001-33093March 3, 201110.111
10.34†Exclusive License Agreement, dated June 4, 1996, between Pfizer, Inc. and The University of Kansas10-K001-33093March 3, 201110.108
10.35†Addendum to Nonexclusive License Agreement, dated December 11, 2001, between CyDex, Inc. and Pfizer, Inc.10-K001-33093March 3, 201110.11
10.36†License Agreement, by and between CyDex Pharmaceuticals, Inc. and Spectrum Pharmaceuticals, Inc., dated as of March 8, 201310-Q001-33093May 8, 201310.2
10.37†Supply Agreement, by and between CyDex Pharmaceuticals, Inc. and Spectrum Pharmaceuticals, Inc., dated as of March 8, 201310-Q001-33093May 8, 201310.3
10.38†Addendum, dated May 22, 2019, by and among Ligand Pharmaceuticals Incorporated, CyDex Pharmaceuticals, Inc., and Acrotech Biopharma LLC (as successor-in-interest to Spectrum Pharmaceuticals, Inc.), to that certain License Agreement between Ligand Pharmaceuticals Incorporated and Spectrum Pharmaceuticals, Inc., dated March 8, 201310-Q001-33093August 8, 201910.1
10.39†Royalty Stream and Milestone Payments Purchase Agreement, dated April 29, 2013, between the Company and Selexis S.A.10-Q001-33093August 1, 201310.2
10.40†Master License Agreement dated May 21, 2014 among the Company, Metabasis Therapeutics, Inc. and Viking Therapeutics, Inc.10-Q001-33093August 5, 201410.2
10.41†First Amendment to Master License Agreement dated September 6, 2014 among the Company, Metabasis Therapeutics, Inc. and Viking Therapeutics, Inc.10-Q001-33093October 31, 201410.9
10.42†Second Amendment to Master License Agreement, dated April 8, 2015, among the Company, Metabasis Therapeutics, Inc. and Viking Therapeutics, Inc.10-Q001-33093August 5, 201510.1
10.43†Development Funding and Royalties Agreement, dated December 13, 2018, by and between Ligand Pharmaceuticals Incorporated and Palvella Therapeutics, Inc.10-K001-33093February 28, 201910.48
10.44Amendment No. 1 to Development Funding and Royalties Agreement, dated as of May 22, 2020, by and between the Company and Palvella Therapeutics, Inc.X
10.45Amendment No. 2 to Development Funding and Royalties Agreement, dated as of November 29, 2023, by and between the Company and Palvella Therapeutics, Inc.X
10.46**Sublicense Agreement between the Company, Pharmacopeia, Inc. and Retrophin LLC dated as of February 16, 2012, as amended through Amendment No. 5 to Sublicense Agreement, dated March 20, 2018.10-K001-33093February 28, 202210.37
10.47†Interest Purchase Agreement, dated May 3, 2016, between the Company and CorMatrix Cardiovascular, Inc.8-K/A001-33093May 9, 201610.1
10.48Amended and Restated Interest Purchase Agreement, dated May 31, 2017, between the Company and CorMatrix Cardiovascular, Inc.10-Q001-033093August 9, 201710.2
10.49#Form of Indemnification Agreement between the Company and each of its directors10-K001-33093March 1, 201810.60
10.50#Form of Indemnification Agreement between the Company and each of its officers10-K001-33093March 1, 201810.61
10.51†Addendum, dated May 22, 2019, by and among Ligand Pharmaceuticals Incorporated, CyDex Pharmaceuticals, Inc., and Acrotech Biopharma LLC (as successor-in-interest to Spectrum Pharmaceuticals, Inc.), to that certain License Agreement between Ligand Pharmaceuticals Incorporated and Spectrum Pharmaceuticals, Inc., dated March 8, 201310-Q001-33093August 8, 201910.1
10.52At-the-Market Equity Offering Sales Agreement, dated September 30, 2022, by and between the Registrant and Stifel, Nicolaus & Company, IncorporatedS-3ASR333-267678September 30, 20221.2
10.53Credit Agreement, dated as of October 12, 2023, by and among the Registrant, certain of its subsidiaries, as Guarantors (as defined therein), the Lenders (as defined therein), and Citibank, N.A., as Administrative Agent, Swingline Lender and L/C Issuer8-K001-33093October 18, 202310.1
21.1Subsidiaries of the CompanyX
23.1Consent of Independent Registered Public Accounting FirmX
31.1Certification by Principal Executive Officer, Pursuant to Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.X
31.2Certification by Principal Financial Officer, Pursuant to Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.X
32.1Certifications by Principal Executive Officer and Principal Financial Officer, Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.X
97Policy for Recovery of Erroneously Awarded CompensationX
101The following financial information from our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, formatted in iXBRL (inline eXtensible Business Reporting Language): (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (iii) Consolidated Statement of Comprehensive Income, (iv) Consolidated Statements of Stockholders' Equity, (v) Consolidated Statements of Cash Flows, and (vi) the Notes to Consolidated Financial Statements.X
104The cover page from the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2023, formatted in Inline XBRL and contained in Exhibit 101.X

†Confidential treatment has been requested for portions of this exhibit. These portions have been omitted and submitted separately to the Securities and Exchange Commission.

#Indicates management contract or compensatory plan.

  • Certain schedules and annexes have been omitted in accordance with Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule and/or annex will be furnished as a supplement to the U.S. Securities and Exchange Commission upon request.

** Pursuant to Item 601(b)(10) of Regulation S-K, certain confidential portions of this exhibit were omitted by means of marking such portions with an asterisk because the identified confidential portions (i) are not material and (ii) would be competitively harmful if publicly disclosed.

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