exv10w1



 







EXHIBIT 10.1




EXECUTION VERSION




SEPARATION AGREEMENT




          AGREEMENT, dated as of July 31, 2006 (this “Agreement”), is entered into by and between Ligand
Pharmaceuticals Incorporated (the “Company”) and David E. Robinson (the “Executive”). The Company
and the Executive are sometimes referred to herein as the “Parties.”




          WHEREAS, the Executive is currently employed by the Company pursuant to the terms of a
Successor Employment Agreement dated as of May 1, 1996 (the “Employment Agreement”); and




          WHEREAS, the Board of Directors of the Company (the “Board”) and the Executive have agreed
that Executive will resign: (i) from his employment with the Company; (ii) as a director of the
Company; and (iii) from his positions as Chairman of the Board, and President and Chief Executive
Officer of the Company all effective as of July 31, 2006 (the “Effective Date”);




          WHEREAS, the Parties’ respective rights, duties, and obligations pursuant to the Employment
Agreement as well as the compensation and benefits to which Executive is entitled once the
Employment Agreement ends are subject to various interpretations and differences of opinion;




          WHEREAS, the Parties now agree and intend to settle and resolve on the terms and conditions
set forth in this Agreement all matters regarding the Executive’s separation of employment with
the Company and the Parties’ respective rights, duties, and obligations in connection therewith;
and




          WHEREAS, the Parties desire that the compensation payable to Executive upon his separation
from the Company will comply with the requirements of Section 409A of the Internal Revenue Code of
1986, as amended (the “Code”).




          NOW, THEREFORE, in consideration of the mutual promises and conditions set forth herein, the
parties hereto agree as follows:




          1. Effective Date of Resignation and Effectiveness of Agreement. As of the Effective
Date, Executive hereby resigns: (i) from employment with the Company; (ii) as a director of the
Company; (iii) from his positions as Chairman of the Board, President and Chief Executive Officer
of the Company; and (iv) from all other offices and directorships he may hold with the Company and
its subsidiaries. Upon resignation of Executive’s employment with the Company the Employment
Agreement shall terminate and Executive shall be entitled only to the payments and benefits
described in this Agreement




          2. Separation Benefits. Subject to the effectiveness of a validly binding release of
claims by the Executive in the form attached hereto as Exhibit A Executive’s compliance
with Sections 3 and 4 hereof and in satisfaction of all obligations to Executive, the Company will
provide the following payments and benefits to Executive following the Effective Date pursuant to
the terms of this Agreement:




 









 





               (a) a lump sum cash payment (less taxes and withholdings) equal to $81,343.00, which
represents Executive’s accrued but unpaid salary and all accrued but unused vacation and other paid
time off through the Effective Date;



               (b) A cash payment equal to $1,410,000.00 (equal to twenty-four month’s base salary) payable
in five (5) equal installments, with the first installment due on the eighth day following the
execution of the release of claims set forth on Exhibit A, and the remaining installments
due within five (5) days of each of: September 1, 2006, October 1, 2006, November 1, 2006, and
December 1, 2006.



               (c) Executive shall be entitled to continue participation in the Company’s group health plan
for a period of twenty-four (24) months following the Effective Date and such participation will be
concurrent with and not in addition to Executive’s right to continuation coverage in accordance
with Section 4980B of the Code, or any similar state law (“COBRA”). Executive shall pay the full
cost of COBRA coverage for the first six months of such coverage. On the date that is six (6)
months and one (1) day following the Effective Date, the Company shall reimburse the Executive in
an amount equal to the difference between the COBRA rate paid by the Executive for the first six
(6) months of coverage and the rate that Executive would have paid if he had remained employed with
the Company. For the remaining eighteen (18) months of coverage, the Executive shall pay the cost
paid by senior executives of the Company for similar coverage and the Company shall pay any
additional costs for such coverage.



               (d) Executive shall be fully vested in all options to purchase shares of the Company’s common
stock listed on Exhibit B hereto, which are granted under the Restricted Stock Purchase
Agreement, 1992 Stock Option/Stock Issuance Plan, as amended through May 25, 2001 and/or the 2002
Stock Incentive Plan (collectively the “Plans”) which are unvested as of the Effective Date. In
addition, Executive’s options are hereby amended to provide that they shall remain exercisable
pursuant to the terms of the option agreements and the Plans through and including January 14, 2007
or, if earlier, the date such option would otherwise expire without regard to Executive’s
separation from employment.



               (e) Executive shall be entitled to payment for all unreimbursed business expenses and amounts
payable under any Company benefit plans in accordance with the terms of the Company’s policies and
plans.



          3.  Non-disparagement and Cooperation.




               (a) The Company and Executive agree that neither the Company nor the Executive will disparage
or defame each other; provided, however, that the foregoing shall not restrict or limit in any way
the testimony of Executive or a Ligand Party (as defined below) in connection with any judicial or
administrative proceeding.



               (b) Consistent with Executive’s ability to secure and maintain full time employment after the
Effective Date, Executive agrees that he will provide reasonable cooperation to the Company, its
subsidiaries, affiliates, officers, employees, directors, and their successors and assigns (the
“Ligand Parties”) at mutually agreeable times and places in response



 









 




to requests made by the Company or their attorneys in matters relating to internal investigations,
external investigations, and/or judicial or administrative proceedings arising out of or relating
in any way to any facts known to Executive occurring prior to Effective Date, including but not
limited to, reasonable cooperation with the Company’s independent registered accounting firm in
preparation of the Company’s quarterly report for the second fiscal quarter on Form 10-Q, as well
as, reasonable participation in conferences and meetings, assisting counsel, making himself
available for interviews and depositions, providing documents or information, aiding in the
analysis of documents, testifying, or complying with any other reasonable requests by the Ligand
Parties with respect to the investigation currently pending by the Securities and Exchange
Commission. Executive agrees to maintain in confidence (except to the extent required by subpoena
or court order) any confidential information regarding past, current or potential claims,
governmental proceedings, investigations or administrative or judicial litigation relating to the
Ligand Parties. Executive agrees to provide notice of any motion, subpoena, order or other
correspondence relating to the Ligand Parties within a reasonable time after his receipt of same,
by forwarding such document to the General Counsel of the Company; provided, however, that the
foregoing shall not restrict or limit in any way the testimony of Executive or a Ligand Party in
connection with any judicial or administrative proceeding. This cooperation is an integral part of
this Agreement, and Executive will not be compensated for such cooperation, other than
reimbursement for any reasonable expenses Executive may incur in connection with such cooperation.




               (c) The Parties acknowledge and agree that all actions taken by the Executive at the request
of the Company in connection with this Section 3 shall be subject to and covered by those certain
Indemnification Agreements between the Parties dated October 15, 1991 and January 1, 1999 (the
“Indemnification Agreements”) even if taken after the Effective Date and while Executive is no
longer an officer or director of the Company and even if any previously available directors and
officers insurance no longer applies.



          4. Confidentiality/Nonsolicitation. Executive acknowledges he executed a Proprietary
Information and Inventions Agreement on December 16, 1991 (the “Proprietary Information Agreement”)
that contains certain covenants regarding the Company’s proprietary information and nonsolicitation
of employees. Executive agrees to abide by the terms of the Proprietary Information Agreement,
which shall survive the termination of his employment with the Company and shall continue in full
force and effect in accordance with its terms.




          5. Restrictive Modification. If any of the rights or restrictions contained herein
shall be deemed to be unenforceable by reason of the duration or scope of such rights or
restrictions, the parties hereby agree that a court of competent jurisdiction shall reduce such
duration or scope and enforce such right or restriction in its reduced form for all purposes in the
manner contemplated hereby; provided that such duration and scope shall only be reduced to the
extent necessary in order to make such right or restriction enforceable.




          6. Mitigation and Offset. Executive shall not be required to mitigate the amount of
any payment provided for in Section 2 of this Agreement by seeking employment or otherwise. Payment
or benefit provided for in Section 2 of this Agreement shall not be reduced by any compensation
earned by the Executive as a result of employment by another employer, or by retirement
benefits. 




-3-









 





          7. Miscellaneous.




               (a) Survival. The obligations of the Company in Section 2 of this Agreement and the
obligations of the Executive in Sections 2, 3 and 4 of this Agreement will survive the termination
of this Agreement.



               (b) Entire Agreement. Upon its effectiveness this Agreement will supersede any and
all existing agreements between the Executive and the Company or any of its subsidiaries or
affiliates relating to the terms of Executive’s separation of employment with the Company,
including but not limited to the Employment Agreement, which upon the Effective Date shall be
terminated and cancelled. This Agreement does not supersede or in anyway affect the Executive’s or
the Company’s obligations under (i) the Indemnification Agreements or any claims for indemnity as
an officer of the Company the Executive may have by law, under the Company’s bylaws or articles of
incorporation, or pursuant to any directors and officers liability insurance, (ii) the Plans or
(iii) the Proprietary Information Agreement, which shall survive this Agreement and continue on in
full force and effect according to the terms and conditions of each such agreement.



               (c) Amendments and Waivers. No provisions of this Agreement may be amended, modified,
waived or discharged except as agreed to in writing by the Executive and the Company. The failure
of a party to insist upon strict adherence to any term of this Agreement on any occasion will not
be considered a waiver thereof or deprive that party of the right thereafter to insist upon strict
adherence to that term or any other term of this Agreement.



               (d) Successors. The obligations of this Agreement may not be assigned by the
Executive, but may be assigned by the Company to any successor in interest. The benefits of this
Agreement may be assigned or encumbered by Executive. This Agreement shall be binding upon and
inure to the benefit of the Executive, the Executive’s heirs, the Company, and the Company’s
successors and assigns.



               (e) Governing Law. This Agreement will be governed by and construed in accordance
with the laws of the State of California applicable to agreements made and/or to be performed in
that State, without regard to any choice of law provisions thereof.



               (f) Withholdings. The Company shall withhold from any benefit provided or payment due
hereunder the usual and customary amount of withholding taxes due any federal, state, or local
authority in respect of such benefit or payment and to take such other action as may be necessary
in the opinion of the Company to satisfy all obligations for the payment of such withholding taxes;
provided, however, that the Company shall provide Executive of notice of withholding and the
opportunity to present such information to the Company as the Executive deems relevant regarding
such withholdings.



               (g) Severability. If any provision of this Agreement is invalid or unenforceable, the
balance of this Agreement will remain in effect, and if such provision is inapplicable to any
person or circumstance, it will nevertheless remain applicable to all other persons and
circumstances.



-4-









 





          (h) Counterparts. This Agreement may be executed in one or more counterparts, each of
which shall be deemed to be an original but all of which together will constitute one and the same
instrument.




          8. Company Authorization for the Execution and Delivery of This Agreement. The
execution and delivery of this Agreement has been authorized by the Board of Directors of the
Company on July 31, 2006, and a copy of the Board Resolution is attached hereto as Exhibit
C. Consistent therewith, the Company hereby represents and warrants that all appropriate
authorizations for the Company to enter into and be bound by this Agreement have taken place and
the two officers signing this Agreement on behalf of the Company are, and have been, expressly
authorized to do so by the Company.




          IN WITNESS WHEREOF, the Executive has hereto set his hand and the Company has caused these
presents to be executed in their name on their behalf, all as of the day and year first above
written.




	 	 	 	 	 
	 

	 	DAVID E. ROBINSON	 	 
	 
	 	 	 	 
	 

	 	/s/ David E. Robinson
 

	 	 






	 	 	 	 	 	 	 
	 	 	LIGAND PHARMACEUTICALS INCORPORATED	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Paul V. Maier
 

	 	 
	 

	 	Name:	 	Paul V. Maier	 	 
	 

	 	Title:	 	Senior Vice President, Chief Financial Officer	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Warner R. Broaddus
 

	 	 
	 

	 	Name:	 	Warner R. Broaddus	 	 
	 

	 	Title:	 	Vice President, General & Secretary	 	 






-5-









 





EXHIBIT A




RELEASE OF CLAIMS




          (1) In consideration of the separation pay and benefits to be provided to me under the terms
of Separation Agreement dated as of July 31, 2006 (hereinafter the “Separation Agreement’), I, on
behalf of myself and my heirs, executors, administrators, attorneys and assigns, hereby waive,
release and forever discharge Ligand Pharmaceuticals, Incorporated (hereinafter referred to as the
“Company”) and the Company’s subsidiaries and divisions and the Company’s and its subsidiaries’ and
divisions’’ respective directors, officers, and employees (hereinafter collectively referred to as
“Releasees”), from any and all known or unknown actions, causes of action, complaints, liabilities,
obligations, suits, damages, costs, expenses, rights, debts, dues, sums of money, accounts,
reckonings, claims and/or demands of any kind or nature whatsoever, in law and/or in equity,
whether now known or hereafter discovered, direct or indirect, suspected or claimed against the
Releasees, which could be asserted against the Releasees arising out of or related to my employment
with and/or separation from employment with any of the Releasees up to and including the date of
this Release of Claims, including but not limited to:





     (a) claims, actions, causes of action or liabilities arising under Title VII of the
Civil Rights Act, as amended, the Age Discrimination in Employment Act, as amended (the
“ADEA”), the Employee Retirement Income Security Act, as amended, the Rehabilitation Act, as
amended, the Americans with Disabilities Act, as amended, the Family and Medical Leave Act,
as amended, the California Fair Employment and Housing Act, and/or any other federal, state,
municipal, or local employment discrimination statutes or ordinances (including, but not
limited to, claims based on age, sex, attainment of benefit plan rights, race, religion,
national origin, marital status, sexual orientation, ancestry, harassment, parental status,
handicap, disability, retaliation, and veteran status); and/or




     (b) any other claim whatsoever including, but not limited to, claims for severance pay,
claims based upon breach of contract, wrongful termination, defamation, intentional
infliction of emotional distress, tort, personal injury, invasion of privacy, violation of
public policy, negligence and/or any other common law, statutory or other claim whatsoever
arising out of or relating to my employment with and/or separation from employment with the
Company and/or any of the other Releasees.


The Company and other Releasees acknowledge that the release set forth herein is specific to the
matters set forth herein and it is not intended to and does not extend to, cover, or impair, among
other things: (i) any claims which I may make under state unemployment laws, (ii) any claims for
indemnity as an officer of the Company or any Releasee that I may have by law, under the bylaws or
articles of incorporation of the Company or any Releasee, pursuant to any directors and officers
liability insurance or those certain Indemnification Agreements dated October 15, 1991 and January
1, 1999 (iii) any claim to enforce the terms of the Separation Agreement or any agreement that
survives the Separation Agreement as set forth in Section 7(b) of the Separation Agreement, (iv)
claims for benefits under any employee benefit plan of the Company in which I was a participant and
had accrued benefits as of the Effective Date (as defined in the Separation Agreement), and/or (v)
claims which by law I cannot waive (“Excluded Claims”).




 









 








          (2) I also agree never to sue any of the Releasees or become party to a lawsuit on the basis
of any claim of any type whatsoever arising out of or related to my separation from employment with
the Company and/or any of the other Releasees, other than a suit to challenge this Release of
Claims under ADEA or any suit for Excluded Claims.




          (3) I acknowledge that I received this Release of Claims on July 29, 2006 and have been given
at least twenty-one (21) days from that point to consider this Release of Claims. I have consulted
with my personal attorney, before signing below and I knowingly and voluntarily signed this Release
of Claims prior to expiration of the twenty-one (21) days.




          (4) I understand that I may revoke this Release of Claims within seven (7) days after its
signing and that any revocation must be made in writing and submitted within such seven day period
to the Company. I further understand that if I revoke this Release of Claims, I shall not receive
the separation pay nor, if applicable, any separation benefits under the Separation Agreement.




          (5) I also understand that the separation pay and separation benefits under the Separation
Agreement which I will receive in exchange for signing and not later revoking this Release of
Claims Agreement are in addition to anything of value to which I am already entitled.




          (6) I FURTHER UNDERSTAND THAT THIS RELEASE OF CLAIMS INCLUDES A RELEASE OF ALL KNOWN AND
UNKNOWN CLAIMS TO DATE. In giving this Release of Claims, it is further understood and agreed that
except with respect to the Excluded Claims, I specifically waive the provisions of Section 1542 of
the California Civil Code (and any similar provision of other applicable law) which section reads
as follows:





A general release does not extend to claims which the creditor does not know or suspect to
exist in his or her favor at the time of executing the release, which if known by him or her
must have materially affected his or her settlement with the debtor.



          (7) I acknowledge and agree that if any provision of this Release of Claims is found, held, or
deemed by a court of competent jurisdiction to be void, unlawful or unenforceable under any
applicable statute or controlling law, the remainder of the Release of Claims shall continue in
full force and effect.




          (8) This Release of Claims is deemed made and entered into in the State of California without
giving effect to its choice of laws provisions, and in all respects shall be interpreted, enforced
and governed under applicable federal law and in the event reference shall be made to state law,
the internal laws of the State of California. Any dispute under this Release of Claims shall be
adjudicated by a court of competent jurisdiction in the State of California.




7









 





          (9) I further acknowledge and agree that I have carefully read and fully understand all of the
provisions of this Release of Claims and that I voluntarily enter into this Release of Claims by
signing below.







	 	 	 	 	 
	 

	 	 

David E. Robinson
	 	 
	 
	 	 	 	 
	 

	 	 

(Date)
	 	 






8









 






EXHIBIT B




	 	 	 	 	 
	o Personnel Grant Status
	 	 	 	 
	 

	 	Ligand Pharmaceuticals Incorporated
	 	Page: 1
	 

	 	ID: 77-0160744
	 	 
	 

	 	10275 Science Center Drive
	 	 
	 

	 	San Diego, California 92121
	 	 






AS OF 7/28/2006




David E. Robinson






STOCK OPTIONS




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Grant	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Number	 	Date	 	Plan	 	Type	 	Granted	 	Price	 	Exercised	 	Vested	 	Cancelled	 	Unvested	 	Outstanding	 	Exercisable
	A00256
	 	 	10/31/1991	 	 	RSPB	 	RSP	 	 	83,125	 	 	$	0.2165	 	 	 	83,125	 	 	 	83,125	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 
	A92196
	 	 	1/21/1993	 	 	02	 	ISO	 	 	16,625	 	 	$	7.1429	 	 	 	0	 	 	 	0	 	 	 	16,625	 	 	 	0	 	 	 	0	 	 	 	0	 
	A92301
	 	 	1/27/1994	 	 	02	 	ISO	 	 	4,166	 	 	$	9.9624	 	 	 	4,166	 	 	 	4,166	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 
	A92308
	 	 	3/25/1994	 	 	02	 	NQ	 	 	2,660	 	 	$	10.0564	 	 	 	2,660	 	 	 	2,660	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 
	A92319
	 	 	3/25/1994	 	 	02	 	ISO	 	 	62	 	 	$	10.0564	 	 	 	62	 	 	 	62	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 
	AM92301
	 	 	1/27/1994	 	 	02	 	NQ	 	 	9,134	 	 	$	9.9624	 	 	 	9,134	 	 	 	9,134	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 
	AM92319
	 	 	3/25/1994	 	 	02	 	NQ	 	 	936	 	 	$	10.0564	 	 	 	936	 	 	 	936	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 
	B00256
	 	 	11/1/1991	 	 	RSPB	 	RSP	 	 	187,500	 	 	$	0.2880	 	 	 	187,500	 	 	 	187,500	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 
	B92196
	 	 	1/22/1993	 	 	02	 	ISO	 	 	37,500	 	 	$	7.3000	 	 	 	0	 	 	 	0	 	 	 	37,500	 	 	 	0	 	 	 	0	 	 	 	0	 
	B92301
	 	 	1/28/1994	 	 	02	 	ISO	 	 	6,126	 	 	$	10.6700	 	 	 	6,126	 	 	 	6,126	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 
	B92308
	 	 	3/28/1994	 	 	02	 	NQ	 	 	6,000	 	 	$	11.2600	 	 	 	6,000	 	 	 	6,000	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 
	B92319
	 	 	3/28/1994	 	 	02	 	ISO	 	 	141	 	 	$	11.2600	 	 	 	141	 	 	 	141	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 
	B92628
	 	 	3/22/1995	 	 	02	 	ISO	 	 	15,625	 	 	$	6.7500	 	 	 	0	 	 	 	0	 	 	 	15,625	 	 	 	0	 	 	 	0	 	 	 	0	 
	B92636
	 	 	4/27/1995	 	 	02	 	NQ	 	 	18,082	 	 	$	5.5000	 	 	 	18,082	 	 	 	18,082	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 
	B92874
	 	 	4/25/1996	 	 	02	 	ISO	 	 	13,737	 	 	$	13.3125	 	 	 	0	 	 	 	0	 	 	 	13,737	 	 	 	0	 	 	 	0	 	 	 	0	 
	B93056
	 	 	4/8/1997	 	 	02	 	ISO	 	 	4,167	 	 	$	10.3750	 	 	 	0	 	 	 	4,167	 	 	 	0	 	 	 	0	 	 	 	4,167	 	 	 	4,167	 
	B93218
	 	 	7/24/1997	 	 	02	 	ISO	 	 	4,681	 	 	$	12.1250	 	 	 	0	 	 	 	4,681	 	 	 	0	 	 	 	0	 	 	 	4,681	 	 	 	4,681	 
	B93361
	 	 	4/9/1998	 	 	02	 	ISO	 	 	6,666	 	 	$	15.0000	 	 	 	0	 	 	 	6,666	 	 	 	0	 	 	 	0	 	 	 	6,666	 	 	 	6,666	 
	B93905
	 	 	7/22/1999	 	 	02	 	ISO	 	 	9,938	 	 	$	10.0625	 	 	 	0	 	 	 	9,938	 	 	 	0	 	 	 	0	 	 	 	9,938	 	 	 	9,938	 
	B94087
	 	 	5/22/2000	 	 	02	 	ISO	 	 	7,812	 	 	$	11.7500	 	 	 	0	 	 	 	7,812	 	 	 	0	 	 	 	0	 	 	 	7,812	 	 	 	7,812	 
	B94474
	 	 	7/12/2001	 	 	02	 	ISO	 	 	8,124	 	 	$	9.8700	 	 	 	0	 	 	 	8,124	 	 	 	0	 	 	 	0	 	 	 	8,124	 	 	 	8,124	 
	B94743
	 	 	5/16/2002	 	 	02	 	ISO	 	 	1,653	 	 	$	16.9500	 	 	 	0	 	 	 	1,653	 	 	 	0	 	 	 	0	 	 	 	1,653	 	 	 	1,653	 
	B94970
	 	 	4/29/2003	 	 	02	 	ISO	 	 	10,812	 	 	$	9.2500	 	 	 	0	 	 	 	2	 	 	 	0	 	 	 	10,810	 	 	 	10,812	 	 	 	2	 
	B95433
	 	 	7/7/2004	 	 	02	 	NQ	 	 	6,949	 	 	$	14.3900	 	 	 	0	 	 	 	6,949	 	 	 	0	 	 	 	0	 	 	 	6,949	 	 	 	6,949	 
	B95868
	 	 	7/5/2005	 	 	02	 	ISO	 	 	41,378	 	 	$	7.2500	 	 	 	0	 	 	 	9,735	 	 	 	0	 	 	 	31,643	 	 	 	41,378	 	 	 	9,735	 
	B96011
	 	 	3/10/2006	 	 	02	 	ISO	 	 	3,125	 	 	$	11.9000	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	3,125	 	 	 	3,125	 	 	 	0	 
	BM92301
	 	 	1/28/1994	 	 	02	 	NQ	 	 	23,874	 	 	$	10.6700	 	 	 	23,874	 	 	 	23,874	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 
	BM92319
	 	 	3/28/1994	 	 	02	 	NQ	 	 	2,109	 	 	$	11.2600	 	 	 	2,109	 	 	 	2,109	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 
	BM92628
	 	 	3/22/1995	 	 	02	 	NQ	 	 	34,375	 	 	$	6.7500	 	 	 	0	 	 	 	0	 	 	 	34,375	 	 	 	0	 	 	 	0	 	 	 	0	 
	BM92874
	 	 	4/25/1996	 	 	02	 	NQ	 	 	86,263	 	 	$	13.3125	 	 	 	0	 	 	 	0	 	 	 	86,263	 	 	 	0	 	 	 	0	 	 	 	0	 
	BM93056
	 	 	4/8/1997	 	 	02	 	NQ	 	 	45,833	 	 	$	10.3750	 	 	 	0	 	 	 	45,833	 	 	 	0	 	 	 	0	 	 	 	45,833	 	 	 	45,833	 






9









 






STOCK OPTIONS




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Grant	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Number	 	Date	 	Plan	 	Type	 	Granted	 	Price	 	Exercised	 	Vested	 	Cancelled	 	Unvested	 	Outstanding	 	Exercisable
	BM93218
	 	 	7/24/1997	 	 	02	 	NQ	 	 	45,319	 	 	$	12.1250	 	 	 	0	 	 	 	45,319	 	 	 	0	 	 	 	0	 	 	 	45,319	 	 	 	45,319	 
	BM93361
	 	 	4/9/1998	 	 	02	 	NQ	 	 	93,334	 	 	$	15.0000	 	 	 	0	 	 	 	93,334	 	 	 	0	 	 	 	0	 	 	 	93,334	 	 	 	93,334	 
	BM93905
	 	 	7/22/1999	 	 	02	 	NQ	 	 	90,062	 	 	$	10.0625	 	 	 	0	 	 	 	90,062	 	 	 	0	 	 	 	0	 	 	 	90,062	 	 	 	90,062	 
	BM94087
	 	 	5/22/2000	 	 	02	 	NQ	 	 	67,188	 	 	$	11.7500	 	 	 	0	 	 	 	67,188	 	 	 	0	 	 	 	0	 	 	 	67,188	 	 	 	67,188	 
	BM94474
	 	 	7/12/2001	 	 	02	 	NQ	 	 	41,876	 	 	$	9.8700	 	 	 	0	 	 	 	41,876	 	 	 	0	 	 	 	0	 	 	 	41,876	 	 	 	41,876	 
	BM94743
	 	 	5/16/2002	 	 	02	 	NQ	 	 	98,347	 	 	$	16.9500	 	 	 	0	 	 	 	98,347	 	 	 	0	 	 	 	0	 	 	 	98,347	 	 	 	98,347	 
	BM94970
	 	 	4/29/2003	 	 	02	 	NQ	 	 	164,188	 	 	$	9.2500	 	 	 	0	 	 	 	138,541	 	 	 	0	 	 	 	25,647	 	 	 	164,188	 	 	 	138,541	 
	BM95433
	 	 	7/7/2004	 	 	02	 	NQ	 	 	143,051	 	 	$	14.3900	 	 	 	0	 	 	 	143,051	 	 	 	0	 	 	 	0	 	 	 	143,051	 	 	 	143,051	 
	BM95868
	 	 	7/5/2005	 	 	02	 	NQ	 	 	58,622	 	 	$	7.2500	 	 	 	0	 	 	 	15,266	 	 	 	0	 	 	 	43,356	 	 	 	58,622	 	 	 	15,266	 
	BM96011
	 	 	3/10/2006	 	 	02	 	NQ	 	 	46,875	 	 	$	11.9000	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	46,875	 	 	 	46,875	 	 	 	0	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	1,548,040	 	 	 	 	 	 	 	343,915	 	 	 	1,182,459	 	 	 	204,125	 	 	 	161,456	 	 	 	1,000,000	 	 	 	838,544	 






Information Currently on File




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Tax	 	Rate %	 	Option Broker	 	Registration	 	Alternate Address
	Federal
	 	 	25.000	 	 	 	 	 	 	 	 	 	 	 	 	 
	Social Security
	 	 	6.200	 	 	 	 	 	 	 	 	 	 	 	 	 
	Medicare
	 	 	1.450	 	 	 	 	 	 	 	 	 	 	 	 	 
	CA-State
	 	 	9.300	 	 	 	 	 	 	 	 	 	 	 	 	 
	CA-SDI
	 	 	0.800	 	 	 	 	 	 	 	 	 	 	 	*	 






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EXHIBIT C




LIGAND PHARMACEUTICALS INCORPORATED




RESOLUTION OF

THE BOARD OF DIRECTORS

ADOPTED JULY 31, 2006



After discussion, the following resolutions were unanimously adopted:




Resignation of President, Chairman and Chief Executive Officer



WHEREAS, the Board has consulted with David E. Robinson regarding his resignation as President,
Chairman and Chief Executive Officer and



WHEREAS, the Board has authorized management to negotiate a Separation Agreement and a Release of
Claims between the Company and Mr. Robinson, and management has reviewed and discussed with the
Board all of the significant terms of the Separation Agreement and Release of Claims; and



WHEREAS, the Board deems it in the best interests of the stockholders and the Company to accept Mr.
Robinson’s resignation as President, Chairman and Chief Executive Officer and to enter into the
Separation Agreement and Release of Claims;



NOW THEREFORE IT IS HEREBY RESOLVED, that the Board accepts the resignation of Mr. Robinson as
President, Chairman and Chief Executive Officer effective July 31, 2006;



RESOLVED FURTHER, that the Board hereby approves the Separation Agreement and the Release
of Claims on substantially the terms presented by management and the officers of the Company are
herby authorized and directed to execute such instruments on behalf of and in the name of the
Company.




Omnibus resolutions



RESOLVED, that the officers of the Company and such persons as they may designate to act on
their behalf pursuant to the foregoing resolutions are hereby authorized and directed in the name
of the Company and on its behalf, to execute any additional certificates, agreements, instruments,
regulatory filings, announcements or other documents, or any amendments or supplements thereto, or
to do or to cause to be done any and all other acts as they deem necessary or appropriate in
furtherance of the purposes of each of the foregoing resolutions and the transactions contemplated
therein;



RESOLVED, FURTHER, that any and all actions whether heretofore or hereafter taken by the
officers of the Company which are consistent with the intent and purposes of the foregoing
resolutions, shall be, and the same herby are, in all respects, ratified, approved and confirmed.





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