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): March 24, 2009

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.)

10275 Science Center Drive, San Diego, California, 92121-1117

(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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 27, 2009, Ligand Pharmaceuticals Incorporated (“Ligand” or the “Company”) entered into a Separation Agreement (the “Separation Agreement”) with Zofia E. Dziewanowska, M.D., Ph.D., the Company’s Vice President, Clinical Research and Regulatory. Pursuant to the Separation Agreement, Dr. Dziewanowska’s employment with the Company will terminate as of March 31, 2009, as part of a realignment of staff and corporate responsibilities following Ligand’s recent acquisition of Pharmacopeia, Inc.

The Separation Agreement provides Dr. Dziewanowska with the following benefits: (1) she will receive a cash lump sum payment of $499,200, (2) the Company will continue to pay a portion of her healthcare insurance premiums for 12 months following her termination date (or until she accepts employment with another employer providing comparable benefits) such that her premiums are the same as for active employees, (3) all of her unvested stock awards will vest in full, and (4) she will have an extended period of time during which to exercise her vested stock options following her termination of employment. The foregoing benefits will be provided in exchange for a general release of claims by Dr. Dziewanowska in favor of the Company.

The foregoing description of the Separation Agreement does not purport to be complete and is qualified in its entirety by reference to the text of the Separation Agreement, a copy of which the Company intends to file with its Quarterly Report on Form 10-Q for the quarter ending March 31, 2009.

Item 5.04 Temporary Suspension of Trading Under Registrant’s Employee Benefit Plans.

On March 27, 2009, Ligand sent a notice to its directors and executive officers informing them of a blackout period that is being imposed in connection with the merger of the Employee Tax Deferred Savings Plan of Pharmacopeia, Inc. (the “Pharmacopeia Plan”) into Ligand’s Section 401(k) Savings/Retirement Plan effective May 1, 2009 (the “Merger”).

Ligand’s directors and executive officers were informed that a blackout period with respect to the Pharmacopeia Plan is expected to begin at 4:00 p.m., Eastern Time, on April 27, 2009, and expected to end during the week of May 25, 2009. Such blackout period for Pharmacopeia Plan transactions is being implemented in connection with the Merger. Such blackout period is necessary for the Pharmacopeia Plan’s trustee to process and implement the Merger. During such blackout period, participants in the Pharmacopeia Plan will be temporarily unable to (1) direct or diversify investments in their individual account, (2) take distributions (including final distributions) of money invested in the Pharmacopeia Plan, and (3) take loans of money under the Pharmacopeia Plan.

Since the Pharmacopeia Plan blackout period may last for more than three business days, there must be a corresponding blackout period applicable to directors and executive officers of Ligand. Pursuant to the requirements of Section 306 of the Sarbanes-Oxley Act of 2002, during this corresponding trading blackout period, Ligand directors and executive officers will be generally prohibited from engaging in transactions involving Ligand common stock and related equity securities acquired in connection with their service to Ligand.

A copy of the trading blackout notice to Ligand’s directors and executive officers, which includes the information specified in Rule 104(b) of Regulation BTR, is attached hereto as Exhibit 99.1 and is incorporated herein by reference. During the trading blackout period and for a period of two years after the ending date of the trading blackout period, security holders or other interested persons may obtain, without charge, information about the actual beginning and ending dates of the trading blackout period by contacting Ligand’s General Counsel at (858) 550-7500, to whom all inquiries regarding the trading blackout period should be directed.

Item 7.01 Regulation FD Disclosure.

In connection with the announcement by Ligand that it has earned a milestone payment as a result of Pfizer, Inc. (“Pfizer”) having received approval from the European Medicines Agency for FABLYN^® (lasofoxifene tartrate) Tablets, the Company issued a press release on March 24, 2009. A copy of this press release is included as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.

In accordance with General Instruction B.2. of Form 8-K, the information in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.2, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 8.01 Other Events.

On March 24, 2009, the Company announced that its partner, Pfizer has received approval from the European Commission for FABLYN (lasofoxifene) Tablets, a selective estrogen receptor modulator (SERM) for the treatment of osteoporosis in post-menopausal women at increased risk of fracture. FABLYN was submitted for approval in Europe in January 2008. This is the first regulatory approval for FABLYN, a product that stems from a 1991 research collaboration with Ligand.

As a result of the first approval of FABLYN in a major market, Ligand has earned a $3 million milestone payment. Pursuant to the 1991 research agreement and 1996 settlement agreement with Pfizer, Pfizer has elected to pay the milestone payment by returning 323,338 shares of stock it owns in Ligand. The shares are valued as of the date of the settlement agreement adjusted for Ligand’s 2007 return of capital paid to Ligand shareholders. After the payment of this milestone, Pfizer owns a remaining 674,230 shares in Ligand.

Pfizer is responsible for the registration and worldwide marketing of FABLYN. Ligand is entitled to receive royalty payments on net sales of the product. In January 2009, Pfizer received a complete response letter from the FDA requesting additional information for FABLYN. On September 8, 2008, the FDA’s Advisory Committee for Reproductive Health Drugs voted 9-3 (with one abstention) that there is a population of postmenopausal women with osteoporosis in which the benefits of lasofoxifene likely outweigh the risks. The FDA is not required to follow the advice of the panel.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Important Notice Concerning Limitations on Your Trading in Ligand Pharmaceuticals Incorporated Securities During Special Blackout Period, dated March 27, 2009.
99.2*	Press Release of the Company dated March 24, 2009.

* The information in Exhibit 99.2 to this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such a filing.

SIGNATURES

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

	LIGAND PHARMACEUTICALS INCORPORATED
Date: March 27, 2009	By:	/s/ Charles S. Berkman
	Name:	Charles S. Berkman
	Title:	Vice President, General Counsel and Secretary

EXHIBIT INDEX

Exhibit No.	Description
99.1	Important Notice Concerning Limitations on Your Trading in Ligand Pharmaceuticals Incorporated Securities During Special Blackout Period, dated March 27, 2009.
99.2*	Press Release of the Company dated March 24, 2009.

* The information in Exhibit 99.2 to this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such a filing.

EX-99.1

Exhibit 99.1

Important Notice Concerning Limitations on Your

Trading in Ligand Pharmaceuticals Incorporated Securities

During Special Blackout Period

March 27, 2009

To: Directors and Executive Officers of Ligand Pharmaceuticals Incorporated (“Ligand”)

From: Charles S. Berkman

Summary. This notice is to inform you of significant restrictions on your ability to deal in Ligand common stock as well as derivative securities, such as stock options, during an upcoming “special” blackout period. As described more fully below, this blackout period for Ligand’s directors and executive officers is expected to commence at 4:00 p.m. Eastern time on April 27, 2009 and to end during the week of May 25, 2009. This blackout period is in addition to the customary dealing blackout periods preceding Ligand’s earnings releases. It is imposed on all directors and executive officers of Ligand by the Sarbanes-Oxley Act of 2002 and U.S. Securities and Exchange Commission Regulation BTR (Blackout Trading Restriction). As more fully described below, during this blackout period you will generally be prohibited from engaging in transactions involving Ligand equity securities (including shares of Ligand common stock, stock options and other derivatives). We will notify you of any changes that affect the dates of the blackout period.

1. The blackout period is being imposed in connection with the merger of the Employee Tax Deferred Savings Plan of Pharmacopeia, Inc. (the “Pharmacopeia Plan”) into Ligand’s Section 401(k) Savings/Retirement Plan effective May 1, 2009 (the “Merger”). In connection with the Merger, a “blackout period” for the Pharmacopeia Plan will be imposed and participants will be unable to direct or diversify investments, including investments in Ligand common stock held in the Pharmacopeia Plan, or obtain a loan or distribution from the Pharmacopeia Plan (“Pharmacopeia Plan blackout period”). The Pharmacopeia Plan blackout period is necessary for the Pharmacopeia Plan’s trustee to process and implement the Merger. Since the Pharmacopeia Plan blackout period may last for more than three business days, there must be a corresponding blackout period applicable to directors and executive officers of Ligand. Accordingly, Ligand directors and executive officers will be generally prohibited from engaging in transactions involving Ligand equity securities acquired in connection with their service to Ligand.

2. The Pharmacopeia Plan blackout period is expected to begin at 4:00 p.m., Eastern Time, on April 27, 2009, and end during the week of May 25, 2009. We will notify you of any changes that affect the dates of the Pharmacopeia Plan blackout period. In addition, you can confirm the status of the Pharmacopeia Plan blackout period by contacting Audrey Warfield-Graham at (858) 550-7500.

3. As a result of the Merger, during the Pharmacopeia Plan blackout period, participants in the Pharmacopeia Plan will be temporarily unable to (1) direct or diversify investments in their individual account, (2) take distributions (including final distributions) of money invested in the Pharmacopeia Plan, and (3) take loans of money under the Pharmacopeia Plan.

4. Generally, during the Pharmacopeia Plan blackout period, you will be prohibited from directly or indirectly, purchasing, selling or otherwise transferring any equity security of Ligand that you acquired in connection with your service as a director or an executive officer. “Equity securities” are defined broadly to include stock options and other derivatives. Covered transactions are not limited to those involving your direct ownership, but also include any transaction in which you have a direct or indirect pecuniary interest. For example, you may be deemed to have an interest in transactions in equity securities of Ligand by your family members if such securities were originally acquired in connection with your service or employment as a Ligand executive officer or director.

5. The prohibition covers securities acquired “in connection with service as a director or employment as an executive officer.” This includes, among other things, securities acquired by you under a compensatory plan or contract (such as under a stock option or a restricted stock grant), as an inducement to your employment or joining the Board of Directors, in transactions between you and Ligand, and as shares necessary for you to qualify as a director or to satisfy minimum ownership requirements or guidelines. Securities acquired outside of your service as a director or executive officer (such as shares acquired when you were an employee but not yet an executive officer) are not covered.

6. If you engage in a transaction that violates these rules, you can be required to disgorge your profits from the transaction, and you are subject to civil and criminal penalties.

The rules summarized above are complex, and the criminal and civil penalties that could be imposed upon directors and executive officers who violate them could be severe. We therefore request that you contact Charles Berkman, Ligand’s General Counsel at (858) 550-7500 before engaging in any transaction involving Ligand securities during the Pharmacopeia Plan blackout period, or if you believe that any such transaction in which you have a pecuniary interest may occur during the Pharmacopeia Plan blackout period.

EX-99.2

Exhibit 99.2

FABLYN^® Approved in Europe for Osteoporosis Treatment

Ligand Earns Milestone Payment from Pfizer

SAN DIEGO, Mar 24, 2009 (BUSINESS WIRE) — Ligand Pharmaceuticals Incorporated (NASDAQ: LGND) today announced that its partner, Pfizer, Inc. (NYSE: PFE) has received approval from the European Commission(EC) for FABLYN(R) (lasofoxifene) Tablets, a selective estrogen receptor modulator (SERM) for the treatment of osteoporosis in post-menopausal women at increased risk of fracture. FABLYN was submitted for approval in Europe in January 2008. This is the first regulatory approval for FABLYN, a product that stems from a 1991 research collaboration with Ligand.

As a result of the first approval of FABLYN in a major market, Ligand has earned a $3 million milestone payment. Pursuant to the 1991 research agreement and 1996 settlement agreement with Pfizer, Pfizer has elected to pay the milestone payment by returning 323,338 shares of stock it owns in Ligand. The shares are valued as of the date of the settlement agreement adjusted for Ligand’s 2007 return of capital paid to Ligand shareholders. After the payment of this milestone, Pfizer owns a remaining 674,230 shares in Ligand.

Pfizer is responsible for the registration and worldwide marketing of FABLYN. Ligand is entitled to receive royalty payments on net sales of the product. In January 2009, Pfizer received a complete response letter from the FDA requesting additional information for FABLYN. On September 8, 2008, the FDA’s Advisory Committee for Reproductive Health Drugs voted 9-3 (with one abstention) that there is a population of postmenopausal women with osteoporosis in which the benefits of lasofoxifene likely outweigh the risks. FDA is not required to follow the advice of the panel.

“Today’s announcement is an exciting development for Ligand as the European approval of FABLYN marks the fourth drug associated with Ligand’s research platform that has been approved and the second to be approved in just the past six months. This milestone payment reduces Ligand’s outstanding shares and paves the way for potential future royalty payments and cash flow following the launch of the product,” said John L. Higgins, President and Chief Executive Officer of Ligand Pharmaceuticals. “We applaud Pfizer for its commitment and diligence in advancing the product to approval and developing an alternative treatment option for patients in Europe with osteoporosis.”

Osteoporosis Prevalence

The International Osteoporosis Foundation (IOF) reports that more than 75 million people suffer from osteoporosis in Europe, Japan and the U.S. About 30% of all post-menopausal women have osteoporosis in Europe and in the U.S., and at least 40% of them will suffer osteoporotic fractures in their lifetime. In Europe alone, 3.78 million osteoporosis-related fractures were reported in 2000, with an estimated cost of 32 billion euros. In the U.S., the National Osteoporosis Foundation projects an estimated 10 million American women to have osteoporosis in 2010 and almost 26 million to have osteopenia (low-bone mass), placing them at increased risk of osteoporosis.

About Ligand Pharmaceuticals

Ligand discovers and develops new drugs that address critical unmet medical needs of patients with muscle wasting, frailty, hormone-related diseases, osteoporosis, inflammatory diseases, anemia, asthma, rheumatoid arthritis and psoriasis. Ligand’s proprietary drug discovery and development programs are based on advanced cell-based assays, gene-expression tools, ultra-high throughput screening and one of the world’s largest combinatorial chemical libraries. Ligand has strategic alliances with major pharmaceutical and biotechnology companies, including Bristol-Myers Squibb, Celgene, Cephalon, GlaxoSmithKline, Schering-Plough, Pfizer and Wyeth Pharmaceuticals. With nine pharmaceutical deals and more than twenty different molecules in various stages of development, Ligand utilizes proprietary technologies for identifying drugs with novel receptor and enzyme drug targets.

Caution Regarding Forward-Looking Statements

This news release contains forward-looking statements by Ligand that involve risks and uncertainties and reflect Ligand’s judgment as of the date of this release. These statements include those regarding timing and results of clinical data for FABLYN and other drug candidates, data analysis and evaluation of FABLYN, utility or potential benefits to patients, the potential commercial market for FABLYN and plans for continued development and further studies of FABLYN. Actual events or results may differ from Ligand’s expectations. For example, there can be no assurance that other trials or evaluations of FABLYN or other SERM-related product candidates will be favorable or that they will confirm results of previous studies, that data evaluation will be completed or demonstrate any hypothesis or endpoint, that FABLYN or other SERM-related product candidates will provide utility or benefits to certain patients, that any presentations will be favorably received, that FABLYN or other SERM-related product candidates will be useful as a single agent or in combination with other drugs, that marketing applications will be filed or, if filed, approved, or that clinical or commercial development of these product candidates will be initiated, completed or successful or that our rights to FABLYN and other SERM-related product candidates will not be successfully challenged. The failure to meet expectations with respect to any of the foregoing matters may reduce Ligand’s stock price. Additional information concerning these and other risk factors affecting Ligand can be found in prior press releases available at www.ligand.com as well as in public periodic filings with the Securities and Exchange Commission, available via www.sec.gov. Ligand disclaims any intent or obligation to update these forward-looking statements beyond the date of this press release. This caution is made under the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.

SOURCE: Ligand Pharmaceuticals Incorporated

Ligand Pharmaceuticals Incorporated

John L. Higgins, President and CEO

or

Erika Luib, Investor Relations

858-550-7896

or

Lippert/Heilshorn & Associates

Don Markley

310-691-7100

dmarkley@lhai.com

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