Item 1.02 Termination of a Material Definitive Agreement.
Ligand Pharmaceuticals Incorporated (the “Company”) received a notice dated November 19, 2010 from Hoffmann-La Roche Inc., F. Hoffmann-La Roche Ltd and Roche Palo Alto LLC (collectively, “Roche”) providing that Roche was exercising its right to terminate the Collaboration and License Agreement (the
“Collaboration and License Agreement”) dated as of August 7, 2008 among Roche and Metabasis Therapeutics, Inc. (“Metabasis”), which is a subsidiary of the Company. The Company acquired Metabasis in January 2010. Under the terms of the Collaboration and License Agreement, the termination will be effective upon 60 days prior written notice. Upon termination, the licenses granted under the Collaboration and License Agreement will automatically terminate and revert to the granting party. In addition, Metabasis will receive a non-exclusive, worldwide, royalty-bearing license under specified Roche patents to develop, make and sell related compounds and products, subject to royalty payments on net sales. Any future assignment or sublicensing of such a license from Roche may be subject to Roche’s prior written consent. Roche will be prohibited for ten years following the termination from developing or commercializing related compounds.