Biotech CVR Plays

[Randylus]

The following are the CONTINGENT VALUE RIGHTS Agreements and links to SEC Filings for;

Ligand pharmaceuticals Inc. (LGND) Nasdaq - FORM 8-K January 27, 2010
https://www.sec.gov/Archives/edgar/data/886163/000119312510015242/d8k.htm

There is an individual SEC filing for each CRV below as well.

LGNDZ
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https://www.sec.gov/Archives/edgar/data/886163/000119312510015242/dex101.htm

Roche Contingent Value Rights Agreement, by and among Ligand Pharmaceuticals Incorporated, Metabasis Therapeutics, Inc., David F. Hale, as Stockholders’ Representative, and Mellon Investor Services LLC as Rights Agent, dated January 27, 2010

Roche CVR. The Roche CVR Agreement entitles each holder of a Roche CVR to receive a pro rata portion of 65% of any milestone payments or 68% of any royalties paid by Roche under Metabasis’ partnered drug development program with Roche in hepatitis C, or 65% of the net proceeds of any sale of those program rights.

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The following are CRV's from the Acquisition of Metabasis Therapeutics, Inc. on January 28, 2010

News Release on the Merger Completion of ligand and Metabasis Therapeutics, Inc.,: https://www.businesswire.com/news/home/20100128005321/en/Ligand-Completes-Acquisition-Metabasis

https://www.sec.gov/Archives/edgar/data/886163/000119312510015242/0001193125-10-015242-index.htm

LGNZZ
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https://www.sec.gov/Archives/edgar/data/886163/000119312510015242/dex102.htm

TR Beta Contingent Value Rights Agreement, by and among Ligand Pharmaceuticals Incorporated, Metabasis Therapeutics, Inc., David F. Hale, as Stockholders’ Representative, and Mellon Investor Services LLC as Rights Agent, dated January 27, 2010

TR Beta CVR. The TR Beta CVR Agreement entitles each holder of a TR Beta CVR to receive a pro rata portion of a percentage of the net proceeds of any license or sale of Metabasis’ Thyroid Receptor Beta program in hyperlipidemia: 50% of such net proceeds if the licensing/sale transaction occurs by the sixth anniversary of the Merger; 40% if in the seventh year after the Merger; 30% if in the eighth year after the Merger; or 20% if in the ninth or tenth year after the Merger.


LGNXZ
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https://www.sec.gov/Archives/edgar/data/886163/000119312510015242/dex103.htm

Glucagon Contingent Value Rights Agreement, by and among Ligand Pharmaceuticals Incorporated, Metabasis Therapeutics, Inc., David F. Hale, as Stockholders’ Representative, and Mellon Investor Services LLC as Rights Agent, dated January 27, 2010

Glucagon CVR. The Glucagon CVR Agreement entitles each holder of a Glucagon CVR to receive a pro rata portion of a percentage of the net proceeds of any license or sale of Metabasis’ glucagon receptor antagonist program in diabetes: 50% of such net proceeds if the licensing/sale transaction occurs by the sixth anniversary of the Merger; 40% if in the seventh year after the Merger; 30% if in the eighth year after the Merger; or 20% if in the ninth or tenth year after the Merger.

https://www.businesswire.com/news/home/20100128005321/en/Ligand-Completes-Acquisition-Metabasis

LGNYZ
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https://www.sec.gov/Archives/edgar/data/886163/000119312510015242/dex104.htm

General Contingent Value Rights Agreement, by and among Ligand Pharmaceuticals Incorporated, Metabasis Therapeutics, Inc., David F. Hale, as Stockholders’ Representative, and Mellon Investor Services LLC as Rights Agent, dated January 27, 2010

General CVR. The General CVR Agreement entitles each holder of a General CVR to receive a pro rata portion of cash payments equal to the shortfall, if any, from defined spending thresholds of Ligand’s funding of further research and development of drug development programs acquired from Metabasis. The basic threshold is $8 million of funding within the first 42 months after the Merger. A secondary threshold (which shall be waived in certain circumstances) is $7 million of funding within the first 30 months after the Merger.