-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Mh/3Ezed4UfsWu7vhroGle13EMSI0Ipqqin1lejv2w6wQf3xAxJ5AbV7oEyiWJqB TNtqAJC5TFAUCuAMLQ8ybA== 0000886163-04-000023.txt : 20041201 0000886163-04-000023.hdr.sgml : 20041201 20041130185200 ACCESSION NUMBER: 0000886163-04-000023 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20041129 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041201 DATE AS OF CHANGE: 20041130 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: 000-20720 FILM NUMBER: 041175586 BUSINESS ADDRESS: STREET 1: 10275 SCIENCE CENTER DRIVE CITY: SAN DIEGO STATE: CA ZIP: 92121-1117 BUSINESS PHONE: 8585507500 MAIL ADDRESS: STREET 1: 10275 SCIENCE CENTER DRIVE CITY: SAN DIEGO STATE: CA ZIP: 92121-1117 8-K 1 ligand1130048k.txt MM TRADING PLANS SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): November 29, 2004 LIGAND PHARMACEUTICALS INCORPORATED (Exact name of registrant as specified in its charter) DELAWARE (State or other jurisdiction of incorporation) 000-20720 (Commission File Number) 10275 SCIENCE CENTER DRIVE, SAN DIEGO, CALIFORNIA (Address of principal executive offices) (858) 550-7500 (Registrant's telephone number, including area code) 77-0160744 (I.R.S. Employer Identification No.) 92121-1117 (Zip Code) Item 8.01 Other Events On November 29, 2004, Martin D. Meglasson, our Vice President, Discovery Research, entered into two stock selling plans, intended to qualify for the safe harbor under Rule 10b5-1 under the Securities Exchange Act of 1934, as amended. Under the plans, Mr. Meglasson authorized the sale of up to 6,859 and 6,860 shares, respectively, that were purchased on the open market or are subject to an option granted by the Company on February 26, 2004. Mr. Meglasson has informed the Company that any sales pursuant to this plan will comply with Rule 144. Mr. Meglasson has represented to the Company that he had no knowledge of any material nonpublic information regarding the Company when he adopted the plan. Any actual sales under the plans will be publicly disclosed under Rule 16a-3. Item 9.01 Exhibits
EXHIBIT NUMBER DESCRIPTION 99.1 Trading Plan for Martin D. Meglasson dated November 29, 2004 99.2 Trading Plan for Martin D. Meglasson dated November 29, 2004
SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned. LIGAND PHARMACEUTICALS INCORPORATED Date : November 30, 2004 By: /S/WARNER R. BROADDUS Name: Warner R. Broaddus Title: Vice President, General Counsel & Secretary EX-99 2 ex99-1.txt EXHIBIT 99.1 EXHIBIT 99.1 ROBERT W. BAIRD & CO. INCORPORATED PRE-PROGRAMMED EXECUTIVE STOCK SALE PLAN EXECUTIVE'S NAME: Martin D. Meglasson CORPORATION'S NAME ("Corporation"): Ligand Pharmaceuticals, Inc. CORPORATION'S TRADING SYMBOL: LGND The following are my advance instructions authorizing and directing Robert W. Baird & Co. Incorporated (Baird") to sell shares of common stock in the Corporation (`Shares") for my Baird account set forth above pursuant to the Pre-Programmed Executive Stock Sale Plan (`Plan") set forth below. As designated below, I authorize and direct Baird to either sell Shares which I currently own ("Direct Shares") or Shares which I will own upon exercise of stock options therefore ("Option Shares"): 1. PLAN TERM. Subject to the other terms and conditions of this Plan, I hereby direct Baird to sell Shares for my Baird account during the following time period (complete start date and end date): From and starting on April 1, 2005 to and including November 1, 2005 (the "Term"). 2. TRADE DATE(S). Subject to the other terms and conditions of this Plan, I hereby authorize and direct Baird to sell Shares for my Baird account on or at the following dates or times during the Term set forth above (check and complete all applicable boxes) (each, a "Trade Date"): ______ Specific date(s): ______ Subject to the formula set forth below. ______ Any date during the Term that the Shares are trading above the per share price floor set forth below. 3. PRICE LIMIT. Subject to the other terms and conditions of this Plan, I hereby authorize and direct Baird to sell Shares for my Baird account, subject to the following price limit(s) (check and complete all applicable boxes): X Per share price floor (minimum per share price, excluding brokers' commissions and transaction fees): $ 35 ______ Pursuant to the formula set forth below. 4. AMOUNT LIMIT. Subject to the other terms and conditions of this Plan, I hereby authorize and direct Baird to sell Shares for my Baird account subject to the following amount limitation(s) (check and complete all applicable boxes): X Maximum number of Shares: 6,859 ______ Maximum dollar value of Shares (excluding brokers' commissions and transaction fees): $_______________________ ______ Pursuant to formula set forth below. 5. SALE FORMULA: Subject to the other terms and conditions of this Plan, I hereby authorize and direct Baird to sell Shares for my Baird account pursuant to the following formula or directions (attach further specific directions, if necessary): I understand and agree that, upon Baird's receipt of this executed Plan (and any other documents Baird may require), I hereby authorize and direct Baird to use its discretionary authority to sell Shares on my behalf for my Baird account according to the Plan set forth above and that, unless I revoke or modify this Plan in writing delivered to Baird at least three (3) days prior to the next scheduled Trade Date otherwise designated above, sales of Shares pursuant to the Plan may be executed by Baird in its discretion without prior consultation with or notice to me. I understand that I have the right to cancel any otherwise scheduled sale of Shares in writing delivered to Baird at least three (3) days prior to the Trade Date otherwise scheduled above, but that any such cancellation will result in the termination of this Plan and most likely will result in the loss of my ability for an indefinite period to trade in the Shares without otherwise complying with Rule l0b-5 of the Securities Exchange Act of 1934. If any of my instructions set forth above result in conflicting, ambiguous or confusing directions, I hereby authorize and direct Baird to use its discretion to effect whichever of my instructions set forth above it so determines. I understand and agree that any Share sales pursuant to the Plan are not exempt from, and that I must personally comply with, all otherwise applicable securities laws and regulations. I will ensure that, without advance notice or request from Baird, my Baird account at all times contains Shares sufficient to cover the sale directions set forth above, as well as sufficient immediately available cash to pay Baird when due all brokerage commissions and transaction costs, If my account does not contain sufficient Shares and cash to timely satisfy such obligations, Baird is hereby authorized to not effect or cancel any scheduled purchases of Shares and/or terminate this Plan. COMPLETE ONLY IF SELLING DIRECT SHARES I REPRESENT TO, AND AGREE WITH, BAIRD AS FOLLOWS: Yes__ No__ I currently hold the following number of Direct Shares in my Baird account:________________________________ Yes__ No__ I will deposit the following number of Direct Shares into my Baird account:________________________________ Yes__ No__ I previously purchased my Direct Shares through a broker, dealer or market maker. Yes__ No__ I previously purchased my Direct Shares directly from the Corporation pursuant to a stock option exercise. Yes__ No__ I previously purchased my Direct Shares directly from the Corporation in a private transaction. Yes__ No__ I have owned my Direct Shares for at least two years. Yes__ No__ My sale of Direct Shares is not subject to any contractual or other Corporation prohibition, restriction or limitation on sale. Yes__ No__ I am not presently aware of any undisclosed material information about the Corporation. Yes__ No__ I understand and agree that my Direct Shares must be sold in compliance with Rule 144 of the Securities Act of 1933 and that I have provided completed and signed Form 1445 to Baird to allow sales under the Plan. (Rule 144 is generally applicable to the Corporation's directors, executive officers and 10% shareholders; if uncertain, I will verify with the Corporation's counsel prior to executing this Plan.) Yes__ No__ I have not purchased Shares (other than through stock option exercises) within the last six months nor will I purchase Shares during the Term of the Plan or for six months after the last date on which Shares are sold for my account pursuant to the Plan. I understand that, if any such purchases have occurred or do occur, I could incur personal "short-swing profits" liability. Yes__ No__ I understand and agree that, if I am an executive officer, director or a 10% shareholder of the Corporation, I will be personally responsible for filing a completed Form 4 with the SEC within 2 business days of any sales of Shares that are made under this Plan. Yes__ No__ I represent to Baird that, other than as contemplated herein, the Direct Shares to be sold by Baird under this Plan are free and clear of all liens, claims and encumbrances. Yes__ No__ I certify that the below Social Security number is correct and that I am not subject to back up withholding. Yes__ No__ I understand and agree that I will be charged a brokers' commission and a transaction fee for each sale of Direct Shares pursuant to the Plan. Yes__ No__ I will provide a copy of this Plan to the appropriate officer of the Corporation immediately after the date hereof. Yes_ No_ I will indemnify and hold harmless Baird for any losses incurred by, claims made or actions brought against, Baird arising out of the breach of any representation or warranty set forth in this Plan. COMPLETE IF SELLING OPTION SHARES: The Shares to be sold for my account pursuant to the Plan will be issued pursuant to my simultaneous exercise of stock options for Shares on each Trade Date listed above pursuant to the instructions below. I understand and agree that, upon Baird's receipt of this executed Plan (and any other documents the Corporation or Baird may require, including notice of exercise of my stock options effective on each Trade Date for the Option Shares being sold on that date), on each Trade Date Baird will issue a check payable to the Corporation in payment of the option exercise price for the number of Option Shares being sold pursuant to the Plan on such Trade Date. The Corporation will, within 15 business days thereafter, issue and deliver a certificate for, or transmit electronically, the Option Shares to ROBERT W. BAIRD & CO. INCORPORATED, 777 EAST WISCONSIN AVENUE, MILWAUKEE, WISCONSIN 53202, ATTN: CORPORATE & EXECUTIVE SERVICES for my Baird account listed above. The certificate for the Option Shares so issued will be registered in the name of Robert W. Baird & Co. Inc. or my name and will be freely transferable, readily saleable, and in negotiable form (without any restrictive transfer legends or stop transfer orders). I FURTHER REPRESENT TO, AND AGREE WITH, BAIRD AS FOLLOWS: Yes X No_ I have attached to this Plan my signed notice of exercise of stock options, effective as of each respective Trade Date, for the Option Shares with respect thereto to be sold on each such Trade Date. I have executed and delivered all notices to the Corporation exercising my stock options effective as of the Trade Date for such related Option Shares and I have directed the Corporation to deliver a certificate representing the Option Shares to Baird on each Trade Date therefore and will indemnify and hold harmless Baird from any failure of the Corporation to deliver a certificate representing the Option Shares to Baird in accordance with this Plan. Yes_ No_ I currently hold stock options to acquire the following number of Option Shares:____________________________ Yes_ No X The above described stock options expire during the Term of the Plan. If YES, enter expiration date:_________ Yes X No_ The issuance by the Corporation of the Option Shares has been registered under the Securities Act of 1933 (if uncertain, I will verify with the Corporation's counsel prior to executing this Plan). Yes X No_ I understand and agree that the Corporation may instruct Baird to withhold funds for tax withholding purposes from the proceeds of the sale of the Option Shares, and to transmit those funds to the Corporation. The amount of tax withheld if any and transmitted to the Corporation will be determined solely by the Corporation, and Baird has no responsibility or liability for such determination. Yes X No_ Baird will forward to the Corporation funds for the exercise price and tax withholding as soon as reasonably practical after each sale of Option Shares on each Trade Date. I acknowledge and agree that the Corporation's policies, and not Baird's, will dictate the recognized sale price of the Option Shares for calculating tax withholding, and may or may not coincide with the actual realized sales price. I understand and agree that Baird is not responsible or liable for any fluctuation in market value of the Option Shares between the exercise date and the Corporation's receipt of funds to pay for the Option Shares. Yes X No_ I understand and agree that, in addition to the brokerage commissions and transaction costs for the sale of the Option Shares resulting from this exercise, Baird will charge me and I will pay Baird a margin interest fee for advancing funds for the option exercise and tax withholding payments described above equal to interest at the broker call rate (usually two (2) percent below Baird's announced margin rate) from the Trade Date until the certificates representing Option Shares are received at Baird. Yes X No_ My stock options with respect to the Option Shares are fully vested as of the date hereof or will be fully vested prior to the scheduled Trade Date with respect thereto. Yes X No_ Baird may rely upon my representations and agreements expressed in this Plan in issuing funds out of my account for the exercise of stock options. Yes_ No X My sale of Option Shares is not subject to any contractual or other Corporation prohibition, restriction or limitation on sale. Yes X No_ I presently am not aware of any material undisclosed information about the Corporation. Yes X No_ I understand and agree that my Option Shares must be sold in compliance with Rule 144 of the Securities Act of 1933 and that I have provided completed and signed Form 144s to Baird to allow sales under the Plan. (Rule. 144 is generally applicable to the Corporation's directors, executive officers and 10% shareholders; if uncertain, I will verify with the Corporation's counsel prior to executing this Plan.) Yes_ No X I have not purchased Shares (other than through exercise of stock options) within the last six months nor will I purchase Shares (other than through the exercise of stock options) during the Term of the Plan or for six months after the last date on which Shares are sold for my account pursuant to the Plan. I understand that, if any such purchases have occurred or do occur, I could incur personal "short-swing profits" liability. Yes X No_ I understand and agree that, if I am an executive officer, director or a 10% shareholder of the Corporation, I will be personally responsible for filing a completed Form 4 with the SEC within 2 business days of any sales of Shares that are made under this Plan. Yes X No_ I represent to Baird that, other than as contemplated herein, the Option Shares to be delivered by the Corporation to Baird with respect to my exercise of my stock options therefore will be free and clear of all liens, claims and encumbrances. Yes X No_ I certify that the below Social Security number is correct and that I am not subject to backup withholding. Yes X No_ I will provide a copy of this Plan to the appropriate officer of the Corporation immediately after the date hereof. Yes X No_ I will indemnify and hold harmless Baird for any losses incurred by, claims made or actions brought against, Baird arising out of the breach of any representation or warranty set forth in this Plan. /S/ MARTIN MEGLASSON 21 November 2004 - --------------------------- ---------------- Executive's Signature Date Named Corporation, Address and Phone Number: Ligand Pharmaceuticals 10275 Science Center Drive San Diego, CA 92121 858-550-7500 CORPORATE ACKNOWLEDGEMENT: The above-named Corporation acknowledges and agrees the above directives regarding the pre-programmed executive stock sale plan by the above-named individual. By: /S/ WARNER BROADDUS --------------------------- (Signature of the following will be accepted: CEO,CFO/Treasurer, Corporate Counsel/Secretary, or other authorized officer) Title: GENERAL COUNSEL, V.P. & SECRETARY --------------------------- Date: NOVEMBER 29, 2004 --------------------------- FOR QUESTIONS ON STOCK OPTION FINANCING, PLEASE CALL YOUR BAIRD FINANCIAL ADVISOR EX-99 3 ex99-2.txt EXHIBIT 99.2 EXHIBIT 99.2 ROBERT W. BAIRD & CO. INCORPORATED PRE-PROGRAMMED EXECUTIVE STOCK SALE PLAN EXECUTIVE'S NAME: Martin D. Meglasson CORPORATION'S NAME ("Corporation"): Ligand Pharmaceuticals, Inc. CORPORATION'S TRADING SYMBOL: LGND The following are my advance instructions authorizing and directing Robert W. Baird & Co. Incorporated (Baird") to sell shares of common stock in the Corporation (`Shares") for my Baird account set forth above pursuant to the Pre-Programmed Executive Stock Sale Plan (`Plan") set forth below. As designated below, I authorize and direct Baird to either sell Shares which I currently own ("Direct Shares") or Shares which I will own upon exercise of stock options therefore ("Option Shares"): 1. PLAN TERM. Subject to the other terms and conditions of this Plan, I hereby direct Baird to sell Shares for my Baird account during the following time period (complete start date and end date): From and starting on April 1, 2005 to and including November 1, 2005 (the "Term"). 2. TRADE DATE(S). Subject to the other terms and conditions of this Plan, I hereby authorize and direct Baird to sell Shares for my Baird account on or at the following dates or times during the Term set forth above (check and complete all applicable boxes) (each, a "Trade Date"): ______ Specific date(s): ______ Subject to the formula set forth below. ______ Any date during the Term that the Shares are trading above the per share price floor set forth below. 3. PRICE LIMIT. Subject to the other terms and conditions of this Plan, I hereby authorize and direct Baird to sell Shares for my Baird account, subject to the following price limit(s) (check and complete all applicable boxes): X Per share price floor (minimum per share price, excluding brokers' commissions and transaction fees): $ 45 ______ Pursuant to the formula set forth below. 4. AMOUNT LIMIT. Subject to the other terms and conditions of this Plan, I hereby authorize and direct Baird to sell Shares for my Baird account subject to the following amount limitation(s) (check and complete all applicable boxes): X Maximum number of Shares: 6,860 ______ Maximum dollar value of Shares (excluding brokers' commissions and transaction fees): $_______________________ ______ Pursuant to formula set forth below. 5. SALE FORMULA: Subject to the other terms and conditions of this Plan, I hereby authorize and direct Baird to sell Shares for my Baird account pursuant to the following formula or directions (attach further specific directions, if necessary): I understand and agree that, upon Baird's receipt of this executed Plan (and any other documents Baird may require), I hereby authorize and direct Baird to use its discretionary authority to sell Shares on my behalf for my Baird account according to the Plan set forth above and that, unless I revoke or modify this Plan in writing delivered to Baird at least three (3) days prior to the next scheduled Trade Date otherwise designated above, sales of Shares pursuant to the Plan may be executed by Baird in its discretion without prior consultation with or notice to me. I understand that I have the right to cancel any otherwise scheduled sale of Shares in writing delivered to Baird at least three (3) days prior to the Trade Date otherwise scheduled above, but that any such cancellation will result in the termination of this Plan and most likely will result in the loss of my ability for an indefinite period to trade in the Shares without otherwise complying with Rule l0b-5 of the Securities Exchange Act of 1934. If any of my instructions set forth above result in conflicting, ambiguous or confusing directions, I hereby authorize and direct Baird to use its discretion to effect whichever of my instructions set forth above it so determines. I understand and agree that any Share sales pursuant to the Plan are not exempt from, and that I must personally comply with, all otherwise applicable securities laws and regulations. I will ensure that, without advance notice or request from Baird, my Baird account at all times contains Shares sufficient to cover the sale directions set forth above, as well as sufficient immediately available cash to pay Baird when due all brokerage commissions and transaction costs, If my account does not contain sufficient Shares and cash to timely satisfy such obligations, Baird is hereby authorized to not effect or cancel any scheduled purchases of Shares and/or terminate this Plan. COMPLETE ONLY IF SELLING DIRECT SHARES I REPRESENT TO, AND AGREE WITH, BAIRD AS FOLLOWS: Yes__ No__ I currently hold the following number of Direct Shares in my Baird account:________________________________ Yes__ No__ I will deposit the following number of Direct Shares into my Baird account:________________________________ Yes__ No__ I previously purchased my Direct Shares through a broker, dealer or market maker. Yes__ No__ I previously purchased my Direct Shares directly from the Corporation pursuant to a stock option exercise. Yes__ No__ I previously purchased my Direct Shares directly from the Corporation in a private transaction. Yes__ No__ I have owned my Direct Shares for at least two years. Yes__ No__ My sale of Direct Shares is not subject to any contractual or other Corporation prohibition, restriction or limitation on sale. Yes__ No__ I am not presently aware of any undisclosed material information about the Corporation. Yes__ No__ I understand and agree that my Direct Shares must be sold in compliance with Rule 144 of the Securities Act of 1933 and that I have provided completed and signed Form 1445 to Baird to allow sales under the Plan. (Rule 144 is generally applicable to the Corporation's directors, executive officers and 10% shareholders; if uncertain, I will verify with the Corporation's counsel prior to executing this Plan.) Yes__ No__ I have not purchased Shares (other than through stock option exercises) within the last six months nor will I purchase Shares during the Term of the Plan or for six months after the last date on which Shares are sold for my account pursuant to the Plan. I understand that, if any such purchases have occurred or do occur, I could incur personal "short-swing profits" liability. Yes__ No__ I understand and agree that, if I am an executive officer, director or a 10% shareholder of the Corporation, I will be personally responsible for filing a completed Form 4 with the SEC within 2 business days of any sales of Shares that are made under this Plan. Yes__ No__ I represent to Baird that, other than as contemplated herein, the Direct Shares to be sold by Baird under this Plan are free and clear of all liens, claims and encumbrances. Yes__ No__ I certify that the below Social Security number is correct and that I am not subject to back up withholding. Yes__ No__ I understand and agree that I will be charged a brokers' commission and a transaction fee for each sale of Direct Shares pursuant to the Plan. Yes__ No__ I will provide a copy of this Plan to the appropriate officer of the Corporation immediately after the date hereof. Yes_ No_ I will indemnify and hold harmless Baird for any losses incurred by, claims made or actions brought against, Baird arising out of the breach of any representation or warranty set forth in this Plan. COMPLETE IF SELLING OPTION SHARES: The Shares to be sold for my account pursuant to the Plan will be issued pursuant to my simultaneous exercise of stock options for Shares on each Trade Date listed above pursuant to the instructions below. I understand and agree that, upon Baird's receipt of this executed Plan (and any other documents the Corporation or Baird may require, including notice of exercise of my stock options effective on each Trade Date for the Option Shares being sold on that date), on each Trade Date Baird will issue a check payable to the Corporation in payment of the option exercise price for the number of Option Shares being sold pursuant to the Plan on such Trade Date. The Corporation will, within 15 business days thereafter, issue and deliver a certificate for, or transmit electronically, the Option Shares to ROBERT W. BAIRD & CO. INCORPORATED, 777 EAST WISCONSIN AVENUE, MILWAUKEE, WISCONSIN 53202, ATTN: CORPORATE & EXECUTIVE SERVICES for my Baird account listed above. The certificate for the Option Shares so issued will be registered in the name of Robert W. Baird & Co. Inc. or my name and will be freely transferable, readily saleable, and in negotiable form (without any restrictive transfer legends or stop transfer orders). I FURTHER REPRESENT TO, AND AGREE WITH, BAIRD AS FOLLOWS: Yes X No_ I have attached to this Plan my signed notice of exercise of stock options, effective as of each respective Trade Date, for the Option Shares with respect thereto to be sold on each such Trade Date. I have executed and delivered all notices to the Corporation exercising my stock options effective as of the Trade Date for such related Option Shares and I have directed the Corporation to deliver a certificate representing the Option Shares to Baird on each Trade Date therefore and will indemnify and hold harmless Baird from any failure of the Corporation to deliver a certificate representing the Option Shares to Baird in accordance with this Plan. Yes_ No_ I currently hold stock options to acquire the following number of Option Shares:____________________________ Yes_ No X The above described stock options expire during the Term of the Plan. If YES, enter expiration date:_________ Yes X No_ The issuance by the Corporation of the Option Shares has been registered under the Securities Act of 1933 (if uncertain, I will verify with the Corporation's counsel prior to executing this Plan). Yes X No_ I understand and agree that the Corporation may instruct Baird to withhold funds for tax withholding purposes from the proceeds of the sale of the Option Shares, and to transmit those funds to the Corporation. The amount of tax withheld if any and transmitted to the Corporation will be determined solely by the Corporation, and Baird has no responsibility or liability for such determination. Yes X No_ Baird will forward to the Corporation funds for the exercise price and tax withholding as soon as reasonably practical after each sale of Option Shares on each Trade Date. I acknowledge and agree that the Corporation's policies, and not Baird's, will dictate the recognized sale price of the Option Shares for calculating tax withholding, and may or may not coincide with the actual realized sales price. I understand and agree that Baird is not responsible or liable for any fluctuation in market value of the Option Shares between the exercise date and the Corporation's receipt of funds to pay for the Option Shares. Yes X No_ I understand and agree that, in addition to the brokerage commissions and transaction costs for the sale of the Option Shares resulting from this exercise, Baird will charge me and I will pay Baird a margin interest fee for advancing funds for the option exercise and tax withholding payments described above equal to interest at the broker call rate (usually two (2) percent below Baird's announced margin rate) from the Trade Date until the certificates representing Option Shares are received at Baird. Yes X No_ My stock options with respect to the Option Shares are fully vested as of the date hereof or will be fully vested prior to the scheduled Trade Date with respect thereto. Yes X No_ Baird may rely upon my representations and agreements expressed in this Plan in issuing funds out of my account for the exercise of stock options. Yes_ No X My sale of Option Shares is not subject to any contractual or other Corporation prohibition, restriction or limitation on sale. Yes X No_ I presently am not aware of any material undisclosed information about the Corporation. Yes X No_ I understand and agree that my Option Shares must be sold in compliance with Rule 144 of the Securities Act of 1933 and that I have provided completed and signed Form 144s to Baird to allow sales under the Plan. (Rule. 144 is generally applicable to the Corporation's directors, executive officers and 10% shareholders; if uncertain, I will verify with the Corporation's counsel prior to executing this Plan.) Yes_ No X I have not purchased Shares (other than through exercise of stock options) within the last six months nor will I purchase Shares (other than through the exercise of stock options) during the Term of the Plan or for six months after the last date on which Shares are sold for my account pursuant to the Plan. I understand that, if any such purchases have occurred or do occur, I could incur personal "short-swing profits" liability. Yes X No_ I understand and agree that, if I am an executive officer, director or a 10% shareholder of the Corporation, I will be personally responsible for filing a completed Form 4 with the SEC within 2 business days of any sales of Shares that are made under this Plan. Yes X No_ I represent to Baird that, other than as contemplated herein, the Option Shares to be delivered by the Corporation to Baird with respect to my exercise of my stock options therefore will be free and clear of all liens, claims and encumbrances. Yes X No_ I certify that the below Social Security number is correct and that I am not subject to backup withholding. Yes X No_ I will provide a copy of this Plan to the appropriate officer of the Corporation immediately after the date hereof. Yes X No_ I will indemnify and hold harmless Baird for any losses incurred by, claims made or actions brought against, Baird arising out of the breach of any representation or warranty set forth in this Plan. /S/ MARTIN MEGLASSON 21 November 2004 - --------------------------- ---------------- Executive's Signature Date Named Corporation, Address and Phone Number: Ligand Pharmaceuticals 10275 Science Center Drive San Diego, CA 92121 858-550-7500 CORPORATE ACKNOWLEDGEMENT: The above-named Corporation acknowledges and agrees the above directives regarding the pre-programmed executive stock sale plan by the above-named individual. By: /S/ WARNER BROADDUS --------------------------- (Signature of the following will be accepted: CEO,CFO/Treasurer, Corporate Counsel/Secretary, or other authorized officer) Title: GENERAL COUNSEL, V.P. & SECRETARY --------------------------- Date: NOVEMBER 29, 2004 --------------------------- FOR QUESTIONS ON STOCK OPTION FINANCING, PLEASE CALL YOUR BAIRD FINANCIAL ADVISOR -----END PRIVACY-ENHANCED MESSAGE-----