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): October 1, 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 October 7, 2010, Ligand Pharmaceuticals Incorporated (the “Company”) issued a press release announcing the entry by Pharmacopeia, LLC (“Pharmacopeia”), a wholly owned subsidiary of the Company, into an agreement with Venenum Biodesign, LLC (“Venenum”), relating to the sale by Pharmacopeia of its combinatorial chemical library and associated proprietary technology. 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 Entry into a Material Definitive Agreement.

On October 1, 2010, Pharmacopeia entered into an asset purchase agreement (the “Asset Purchase Agreement”) with Venenum. Under the Asset Purchase Agreement, Pharmacopeia agreed to sell to Venenum its combinatorial chemical library and associated proprietary technology. The combinatorial chemistry asset, which the Company obtained in the acquisition of Pharmacopeia in December 2008, comprises an encoded combinatorial library collection (ECLiPS) and an ultra-high throughput screening platform. Venenum agreed to pay an aggregate purchase price of $1,800,000 to Pharmacopeia, with $1,000,000 due at closing and $400,000 due on each of September 30, 2011 and 2012. In addition, Pharmacopeia will receive royalties of 10% of product sales through October 1, 2013.

The closing of the transaction will take place on the earlier of (1) the date that is eleven days following the filing of a C-9600 Notification of Sale, Transfer, or Assignment in Bulk by Venenum with the New Jersey Division of Taxation or (2) the receipt of a tax clearance certificate from the New Jersey Division of taxation related to the C-9600, unless another time or date is agreed to by the parties. Customary closing deliverables of ancillary documents are required.

The foregoing summary of the material terms of the Asset Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the Asset Purchase Agreement, a copy of which the Company intends to file with its Quarterly Report on Form 10-Q for the quarter ended September 30, 2010.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Press release dated October 7, 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: October 7, 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 October 7, 2010.

EX-99.1

Exhibit 99.1

Contacts:
Ligand Pharmaceuticals Incorporated	Lippert/Heilshorn & Associates
John L. Higgins, President and CEO or	Don Markley
Erika Luib, Investor Relations	dmarkley@lhai.com
(858) 550-7896	(310) 691-7100

Ligand to Divest Combinatorial Compound Library and Screening Technology

for $1.8 Million

SAN DIEGO (October 7, 2010) – Ligand Pharmaceuticals Incorporated (NASDAQ: LGND) today announced that it has agreed to divest and sell its combinatorial chemical library and associated proprietary technology to Venenum Biodesign, LLC, an affiliate of Medical Diagnostic Laboratories, LLC, members of Genesis Biotechnology Group (GBG), for $1.8 million. Under the terms of the agreement, Ligand will receive $1 million at the close of the transaction, $800,000 over the next two years and 10% of all revenues from third party collaborations for three years.

The combinatorial chemistry asset, which Ligand obtained in the acquisition of Pharmacopeia in December 2008, comprises an encoded combinatorial library collection (ECLiPS) and an ultra-high throughput screening platform.

“While this screening technology was valuable in the discovery of multiple drug candidates for many of our existing collaborations, it is no longer required in the service of those collaborations and going forward it is not a priority for our research activities,” said John L. Higgins, President and Chief Executive Officer of Ligand. “This transaction with Venenum Biodesign reflects our ongoing strategy to focus resources on programs that will create the greatest long-term shareholder value.”

About Ligand Pharmaceuticals Incorporated

Ligand discovers and develops novel drugs that address critical unmet medical needs of patients for a broad spectrum of diseases including hepatitis, muscle wasting, Alzheimer’s disease, dyslipidemia, diabetes, anemia, COPD, asthma, rheumatoid arthritis and osteoporosis. Ligand’s proprietary drug discovery and development programs are based on advanced cell-based assays, tissue-specific receptor ligand interactions and gene-expression tools. Among its peers, we believe Ligand has assembled one of the largest portfolio of assets including commercial therapies developed in partnership with pharmaceutical companies. Along with several internal programs, Ligand has established multiple alliances with the world’s leading pharmaceutical companies including GlaxoSmithKline (GSK), Merck, Pfizer, Roche, Bristol-Myers Squibb and AstraZeneca, and more than 30 programs in various stages of development.

About Venenum Biodesign

Venenum Biodesign http://www.venenumbiodesign.com is a research center located in the “Einstein’s Alley” research corridor in Hamilton, New Jersey. Venenum Biodesign is dedicated to early stage drug discovery on novel targets and to providing ultra-high-throughput screens, assay development and compound optimization services to academic institutions, non-profit research organizations and pharmaceutical companies in the US and internationally. Venenum Biodesign’s scientific staff have years of experience in assay development, high throughput screening, lead optimization, molecular biology and protein biochemistry.

Caution Regarding Forward-Looking Statements

This news release contains forward looking statements by Ligand that involve risks and uncertainties, including those related to the creation of long-term shareholder value, and reflect Ligand’s judgment as of the date of this release. Actual events or results may differ from Ligand’s expectations. Additional information concerning these and other risk factors affecting Ligand’s business can be found in prior press releases available via www.ligand.com as well as in Ligand’s public periodic filings with the Securities and Exchange Commission at www.sec.gov. Ligand disclaims any intent or obligation to update these forward-looking statements beyond the date of this release. This caution is made under the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.

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