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): December 16, 2011

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 1.01 Entry Into a Material Definitive Agreement.

On December 16, 2011, CyDex Pharmaceuticals, Inc. (“CyDex”), a wholly owned subsidiary of Ligand Pharmaceuticals Incorporated (together with CyDex, collectively the “Company”), entered into a License Agreement (the “License Agreement”) with Eli Lilly and Company (“Lilly”). Under the License Agreement, the Company granted to Lilly an exclusive, nontransferable license to such intellectual property rights that will enable Lilly to develop and potentially commercialize Captisol-enabled^® intravenous oncology therapeutics. Additionally, Lilly is obligated to pay the Company a non-refundable license issuance fee of $1,000,000 on or before December 31, 2011. The Company is also eligible to receive royalty payments on worldwide net sales of any products that are successfully commercialized. The Agreement may be terminated by the Company in the event of an uncured material breach by Lilly. Lilly may terminate the Agreement at any time on prior notice.

Contemporaneously with the entry into the License agreement, Lilly and CyDex entered into a commercial supply agreement (the “Supply Agreement”) to provide Captisol^® to Lilly. Under the Supply Agreement, Lilly agreed to purchase its Captisol requirements for the development of the compounds contemplated by the License Agreement, as well as any Captisol required for any product that is successfully commercialized.

Captisol is a patent protected, chemically modified cyclodextrin with a structure designed to optimize the solubility and stability of drugs.

The foregoing summary of the material terms of both the License Agreement and the Supply Agreement does not purport to be complete and is qualified in its entirety by reference to the License Agreement and the Supply Agreement, copies of which will be filed with the Securities and Exchange Commission by Ligand on its Annual Report on Form 10-K for the fiscal year ending December 31, 2011.

Item 8.01. Other Events.

On December 21, 2011, Ligand issued a press release entitled “Ligand Enters into Platform Captisol^® License and Supply Agreements with Eli Lilly and Company.”

A copy of the press release, dated December 21, 2011, is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein. The contents of the press release are deemed to be filed for purposes of the Securities Exchange Act of 1934, as amended.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Press release dated December 21, 2011.

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: December 21, 2011	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 December 21, 2011.

EX-99.1

Exhibit 99.1

Contacts:
Ligand Pharmaceuticals Incorporated Rob McKay, Sr. Dir. Business Development and Investor Relations Erika Luib, Investor Relations (858) 550-7896	Lippert/Heilshorn & Associates, Inc. Don Markley dmarkley@lhai.com (310) 691-7100

Ligand Enters into Platform Captisol^® License and Supply Agreements with Lilly

SAN DIEGO (December 21, 2011) – Ligand Pharmaceuticals Incorporated (NASDAQ: LGND) announced today that it has entered into platform Captisol^® license and supply agreements with Eli Lilly and Company in undisclosed therapeutic areas. During the collaboration, Lilly will be permitted to nominate an unlimited number of drug candidates from its internal pipeline for Captisol formulation. Ligand will provide clinical supplies of Captisol, and may ultimately supply commercial quantities of Captisol to Lilly if a product should be successfully commercialized. Under the terms of the agreement, Ligand will receive a $1 million upfront payment. Other financial terms of the deal were not disclosed.

“Ligand is extremely pleased to have Lilly on our roster of high quality partners utilizing the Captisol technology,” said Matt Foehr, Executive Vice President and Chief Operating Officer of Ligand Pharmaceuticals. “The structure of this expanded platform relationship was designed to easily enable Lilly to bring as many molecules into the collaboration as possible, potentially allowing Ligand to significantly expand its partnered asset portfolio with a very high quality partner.”

About Captisol^®

Captisol is a patent protected, chemically modified cyclodextrin with a structure designed to optimize the solubility and stability of drugs. This unique technology was originally developed by Ligand and has enabled five FDA approved products. There are currently over twenty Captisol-enabled^® products in development.

About Ligand Pharmaceuticals

Ligand is a biopharmaceutical company with a business model that is based upon the concept of developing or acquiring royalty revenue generating assets and coupling them to a lean corporate cost structure. Ligand’s goal is to produce a bottom line that supports a sustainably profitable business. By diversifying the portfolio of assets across numerous technology types, therapeutic areas, drug targets, and industry partners, we offer investors an opportunity to invest in the increasingly complicated and unpredictable pharmaceutical industry. In comparison to its peers, we believe Ligand has assembled one of the largest and most diversified asset portfolios in the industry with the potential to

generate revenue in the future. These therapies address the unmet medical needs of patients for a broad spectrum of diseases including hepatitis, muscle wasting, Alzheimer’s disease, dyslipidemia, diabetes, anemia, asthma, rheumatoid arthritis and osteoporosis. Ligand’s Captisol platform technology is a patent protected, chemically modified cyclodextrin with a structure designed to optimize the solubility and stability of drugs. Ligand has established multiple alliances with the world’s leading pharmaceutical companies including GlaxoSmithKline, Merck, Pfizer, Baxter International, Bristol-Myers Squibb, Celgene, Onyx Pharmaceuticals, Lundbeck Inc. and The Medicines Company. Please visit www.captisol.com for more information on Captisol. For more information on Ligand, please visit www.ligand.com.

Follow Ligand on Twitter @Ligand_LGND.

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. Actual events or results may differ from Ligand’s expectations. For example, there can be no assurance that any product in the Ligand or Eli Lilly pipelines in relation to the Captisol^® collaboration or otherwise will be successfully developed, that Ligand’s supply capabilities will be sufficient to meet the requirements of Eli Lilly or any other Captisol partner, that regulatory approvals will be granted, that patient and physician acceptance of these products will be achieved, that final results of human clinical trials will be consistent with any interim results, that final results will be supportive of regulatory approvals required to market products or that any revenue will be achieved from these partnered programs. 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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