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                                                                  EXHIBIT 10.279

     DISTRIBUTION, STORAGE, DATA AND INVENTORY MANAGEMENT SERVICES AGREEMENT

     This Distribution, Storage, Data and Inventory Management Services
Agreement ("Agreement") is entered into as of _______________ (the "Effective
Date") by and between Ligand Pharmaceuticals Incorporated, a Delaware
corporation with its principal place of business located at 10275 Science Center
Drive, San Diego, California, 92121 ("Ligand"), and ________________ with its
principal place of business located at _____________ ("Distributor").

                                    RECITALS

     WHEREAS, the parties wish to provide for certain additional distribution,
storage, data and inventory services to Ligand, including
certain-product-specific services to be provided monthly.

     NOW THEREFORE, in consideration of the foregoing, the mutual
representations, warranties and covenants contained in this Agreement, and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereby agree as follows:

                                    ARTICLE 1
                                   Definitions

1.1. "AGGREGATE INVENTORY" means, at any given time, the total of saleable
     Products in units that Distributor has on hand at all of its storage and/or
     distribution facilities and that Distributor has on order from Ligand.

1.2. "BASE SERVICES" means the value-added processing and data services that
     Distributor will provide as set forth in paragraph 2.1.

1.3. "CONFIDENTIAL INFORMATION" means the confidential information described in
     Section 4.2.

1.4. "AVERAGE WEEKLY MOVEMENT" means, at any given time, the total quantity of
     Products in units (by NDC number) sold by Distributor to Customers over the
     immediately preceding thirteen (13) weeks divided by thirteen (13).

1.5. "CUSTOMERS" means the purchaser of Products from Distributor in the United
     States.

1.6. "EFFECTIVE DATE" means the first date appearing above.

1.7. "INVENTORY AND SALES REPORTS" means the reports described in Sections 2.21
     (C).


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1.8. "ON HAND INVENTORY" means saleable Product in Distributor's individual
     distribution centers.

1.9. "ON ORDER INVENTORY" means Distributor's unfilled orders of Product from
     Ligand.

1.10. "NEW PRICE" means the price charged by Ligand to its wholesale customers
     for Products from and after the effective date and time of a price change
     instituted by Ligand at any time following the Effective Date of this
     Agreement.

1.11. "OLD PRICE" means the price charged by Ligand to its wholesale customers
     immediately preceding the institution of a New Price.

1.12 "PRODUCTS" means the FDA approved pharmaceutical products listed in
     Attachment A.

                                    ARTICLE 2
                            Purchasing and Inventory

2.1. Base Distribution and Inventory Management Services. - Distributor agrees
     to provide the following "Base Services" to Ligand for products identified
     on Attachment A:

          -    Daily consolidated deliveries to providers

          -    Emergency shipments to providers 24/7/365

          -    Returns and Recall processing

          -    Customer Service for those end users serviced by Distributor

          -    Consolidated accounts receivable management

          -    Contract and Chargeback administration, consolidation and
               processing

          -    Licensed, environmentally controlled, PDMA compliant, secure
               facilities for product storage, appropriate inventory rotation
               and distribution


     Ligand shall pay Distributor for the Base Services as set forth in
     Attachment A.

2.2  Additional Distribution, Storage, data and Inventory Management Services. -
     In addition to the "Base Services" Distributor agrees to provide to Ligand
     the following Distribution and Inventory Management Services which it
     desires:

     2.2.1 Inventory Management

          Inventory Levels & Storage. During the term of this Agreement,
          Distributor will maintain an aggregate inventory level of Ligand
          Products, as specified on Attachment A. Compliance with this inventory
          level will be measured on the last working day of each month
          ("Compliance Measurement Date"). Orders may be placed as needed,
          provided that orders necessary to reach the established inventory
          level in any month will be placed and received by Ligand no later than
          10 working days prior to the Compliance Measurement Date for that
          month.


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          Product Availability. Distributor will work with Ligand to minimize
          product shortages and maximize product availability by agreeing to the
          following:

               a.   Distributor will institute an automated balancing system on
                    Ligand Products in order to optimize the use of existing
                    inventories across the entire Distributor network, including
                    brokerage. This will be done using parameters agreed upon by
                    Distributor and Ligand.

               b.   During backorder situations and limited product availability
                    and upon Ligand's request, Distributor will implement more
                    frequent order and receiving cycles to help reduce inventory
                    requirements.

     2.2.2 Special Handling

          Special Handling Distributor will provide for the special handling
          required for products identified in Schedule A. These requirements
          include, but are not limited to frozen product storage, special
          shipping and/or packaging, and CII vault storage

     2.2.3 Data Services

          A.   Inventory and Sales Reports. Distributor shall prepare inventory
               reports detailing the status of its Aggregate Inventory of
               Products and movement of Products by NDC number ("Inventory and
               Sales Reports") and, for the duration of this Agreement, provide
               Ligand with such Inventory Reports (852's) weekly and Sales
               Reports (867's) weekly. All such Inventory and Sales Reports
               shall be transmitted in EDI format within 7 days of the end of
               each week pursuant to this section and shall include such
               information as reasonably requested by Ligand, including but not
               limited to the following:

               On Hand Inventory level by distribution center; and On Order
               Inventory level by distribution center; and Sales out by
               distribution center

               Distributor may, due to contractual requirements, be required to
               block certain data in the 867's that discloses Customer identity.
               This may include Customer name and DEA number, and any other data
               that would identify a Customer. In no event will Distributor be
               required to provide Customer identifying information to Ligand in
               the event it is contractually prohibited from doing so.

               Distributor Inventory and Sales Reports shall be transmitted to
               Ligand in an EDI 852 and EDI 867 format respectively.

               Within thirty (30) days after entering into this Agreement, the
               parties shall examine and test the capability of their respective
               EDI systems and complete implementation of a mutually agreeable
               system whereby transfers of information can be made effectively
               on a consistent basis. In the event that critical internal
               support systems and electronic communication links including


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               EDI, are not available for five (5) consecutive business days,
               the parties will cooperate to promptly implement substitute
               procedures to document the information customarily sent by EDI
               and prevent interruptions to each other's business.

          B.   Returns, Chargebacks and order overage/shortage reconciliation
               Distributor will process and provide sufficient documentation to
               support any claims as defined below. If a dispute occurs
               concerning a claim for payment then the disputed invoices/claims
               will be resolved within 90 calendar days after the date of
               receipt of the claim. Ligand will not be responsible for
               insufficiently documented claims or disputed claims not resolved
               with such 90 days. Non-disputed claims will be processed under
               normal provisions.

                    Returns - Documentation will include either return of the
                    product to a Ligand approved facility or a signed proof of
                    destruction form.

                    Chargebacks - Detailed breakout of all chargeback claims by
                    end users by date.

                    Overage/Shortage - Documentation for claims will include
                    order number, P.O. number and the amount of
                    overage/shortage.

2.3  Invoices. Distributor will invoice Ligand for all services hereunder within
     5 days of the end of each quarter. The invoices may be transmitted by
     e-mail or by mail. Payment will be made as described in Attachment A.

2.4  Inspections. Upon reasonable prior notice and during normal business hours,
     Distributor shall allow permanent employees of Ligand to enter into each of
     Distributor's facilities to inspect Distributor's books and records
     relating solely to inventory and supply of Products (including relevant
     electronic information), and inspect and take physical counts of inventory,
     not more than once during each consecutive twelve (12) month period of this
     Agreement to ensure compliance with this Agreement, and to assist
     Distributor in keeping such inventory clean, complete and moving to
     minimize returned Products. In no event shall any such inspection relate to
     any transaction or event that occurred more than twelve (12) months prior
     to the date of such inspection.

2.5  Purchase Limits. Ligand agrees to ship all Distributor purchase orders in
     full subject to the limits set forth in section 2.2.1 provided however that
     Ligand has the right to question and cancel any order that exceeds 150% of
     Distributor's Average Weekly Movement if Distributor is not able to provide
     reasonable demand-related justifications and/or explanations. Ligand must
     give Distributor notice of such cancellation within 48 hours of receiving
     such order from Distributor.

2.6  Right to Audit: Upon reasonable prior notice and during normal business
     hours, Distributor shall allow permanent employees of Ligand to enter into
     each of Distributor's facilities to inspect Distributor's books and records
     relating solely to claims related to


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     Chargebacks and Returns. Such inspections must be scheduled within 30 days
     of request and shall only cover claims in dispute. Such inspections can
     only occur if other efforts to resolve the dispute have failed and
     Distributor has deducted for the amount of the claim.

                                    ARTICLE 3
                         Term and Termination; Remedies

3.1. Term and Termination. This Agreement shall remain in full force and effect
     for one (1) year ("INITIAL TERM") from the Effective Date, i.e. through
     _____, 20__. Thereafter, this Agreement will automatically renew for
     subsequent one year periods unless terminated as provided herein. Either
     party may request review and negotiation of the terms hereof by giving the
     other written notice at least ninety (90) days prior to the expiration of
     the current term. In event of such notice the parties will immediately
     enter into good faith negotiations for a period of up to 30 days.

3.2. Either party may terminate this Agreement at any time (a) immediately upon
     a breach by the other part of any of the terms of this Agreement that is
     not cured within thirty (30) days of written notification thereof by the
     non-breaching party; or (b) without cause after the Initial Term, upon
     sixty (60) days' prior written notice of termination to the other party; or
     (c) immediately by written notice upon insolvency or the institution
     (whether voluntarily or involuntarily) of bankruptcy, liquidation or
     similar proceedings by or against the other party, or the assignment of
     such party's assets for the benefit of creditors.

                                    ARTICLE 4
                                  Miscellaneous

4.1. Nature of Relationship. The relationship between Ligand and Distributor is
     that of independent contractor, and no agency, franchise, partnership,
     joint venture or other relationship shall be construed to exist between the
     parties by virtue of this Agreement.

4.2. Confidentiality. During the term of this Agreement, each party, its
     respective agents, employees and representatives (collectively, the
     "receiving party") may receive or have access to confidential materials and
     information of the other party (the "disclosing party"). All such materials
     and information (including, but not limited to the terms of this Agreement,
     Products information, operations, methods, strategies, formulas, price
     lists, discount programs, incentives, rebates, records of unit movement for
     Products, shipping and warehousing, and confidential proprietary
     information from third parties), are collectively referred to herein as
     "Confidential Information" and constitute the property of the disclosing
     party. During the term hereof and for a period of three (3) years
     thereafter the receiving party shall not use or disclose to third persons
     any such Confidential Information without the disclosing party's prior
     written consent, excepting those (a) disclosures made on a confidential
     basis to and used by the directors, officers, employees, and agents of the
     receiving party who have a reasonable need to know such information in
     connection with the receiving party's performance of this Agreement, (b)
     disclosures which are required by law or government agencies, as reasonably
     determined


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     by the receiving party or its legal counsel, or are made on a confidential
     basis to the receiving party's attorneys, accountants, and other
     professional advisors in connection with matters relating to this
     Agreement, (c) disclosures of Confidential Information that become public
     through no fault of the receiving party hereunder; (d) disclosures of
     Confidential Information received without restriction from a third party
     with a valid right to disclose it; (e) with respect to Ligand's AVINZA
     product only, disclosure by Ligand of this Agreement and information
     received hereunder to its affiliates, to Organon USA Inc and affiliates of
     such organization, and to its authorized representative for audit purposes,
     provided that any such authorized representative is under similar
     obligations of confidentiality and non-disclosure. Ligand understands and
     agrees that Distributor may, in its sole discretion, elect to sell
     warehouse - withdrawal, sales, and other data to IMS/DDD and/or other third
     parties without contribution to Ligand.

     Upon termination of this Agreement (for any reason) each party will
     promptly: (i) return to the other party all documentation and other
     materials (including copies of original documentation or other materials)
     containing any confidential information of the other party; or (ii) certify
     to the other party, pursuant to a certificate in form and substance
     reasonably satisfactory to the other party, as to the destruction of all
     such documentation and other materials.

4.3. Assignment and Delegation. Neither party may assign this Agreement without
     the prior written consent of the other party; provided, however, that
     either party may assign this Agreement without such consent to an
     Affiliate, provided that the assigning party shall remain ultimately liable
     for any financial obligations under this Agreement. For the purpose of this
     Section 4.3, an Affiliate shall be defined to include any company
     controlling, controlled by, or under common control with Distributor or
     Ligand as the case may be through stock ownership, direct or indirect. This
     Agreement shall be binding upon and shall inure to the benefit of the
     successors and assigns of the parties.

4.4. Severability; Waiver. The invalidity of all or part of any provision of
     this Agreement shall not affect the validity of any other provision of this
     Agreement or the remaining portion of the applicable provision. Either
     party's failure to insist on compliance or enforcement of any provision of
     this Agreement shall not affect its validity or enforceability or
     constitute a waiver of future enforcement of that provision or of any other
     provision of this Agreement.

4.5. Statute of Frauds. All EDI transmissions made pursuant to this Agreement
     shall be deemed by the parties to be the same as written communication for
     all purposes, and for all applications of law and statutes, including but
     not limited to, the Statue of Frauds under the Uniform Commercial Code.

4.6. Force Majeure. Neither party shall be liable for delay in delivery or
     nonperformance in whole or in part nor shall the other party have the right
     to terminate this Agreement where delivery or performance has been affected
     by a condition of force majeure. If either party is affected by a force
     majeure event, such party shall, within 10 days of its occurrence, give
     notice to the other party stating the nature of the event, its anticipated


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     duration and any action being taken to avoid or minimize its effect. The
     suspension of performance shall be of no greater scope and no longer
     duration than is reasonably required and the non-performing party shall use
     its best efforts to remedy its inability to perform.

4.7. Notices. All notices to either party (each a "Notice") shall be in writing,
     shall refer specifically to this Agreement and shall be hand delivered or
     sent by express courier service, costs prepaid, or by facsimile to the
     respective addresses specified below (or to such other address as may be
     specified by Notice to the other party). Notices shall be effective upon
     receipt.

     If to Distributor, to:

     If to Ligand, to:   Ligand Pharmaceuticals Inc.
                         10275 Science Center Drive
                         San Diego, CA 92121-1117
                         Attention: Commercial Contract Services
                         Telecopier: (858) 550-7707

     With a copy to:    Ligand Pharmaceuticals Inc.
                        10275 Science Center Drive
                        San Diego, CA 92121-1117
                        Attention General Counsel
                        Telecopier: (858) 550-1825

4.8. Entire Agreement. This Agreement constitutes the entire agreement between
     the parties and supersedes all prior contracts, agreements and
     understandings between the parties whether written or oral with regard to
     the subject matter hereof. To the extent this Agreement contains terms
     inconsistent with the terms of any other existing Agreement between the
     parties this Agreement will control. This Agreement may not be amended
     except in writing signed by authorized representatives of the parties
     hereto.

4.9. Public Announcements. Neither party shall issue any press release or other
     public announcement, verbally or in writing, referring to the other party
     or any entity which controls, is controlled by or under common control of
     such party. Nothing contained herein shall limit the right of either party
     to issue a press release or public announcement if, in the opinion of such
     party's counsel, such press release or public announcement is required
     pursuant to state or federal securities laws, rules or regulations, or
     other applicable laws, in which case the party required to make the press
     release or public announcement shall use commercially reasonable efforts to
     obtain the approval of the other party as to the form, nature and extent of
     the press release or public announcement prior to issuing the press release
     or making the public announcement


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IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of
the day first above written.

LIGAND PHARMACEUTICALS INC.             DISTRIBUTOR


By:                                     By:
    ---------------------------------       ------------------------------------
Name:                                   Name:
      -------------------------------         ----------------------------------
Title:                                  Title:
       ------------------------------          ---------------------------------

EDI Contact Person:                     EDI Contact Person:

Name:                                   Name:
      -------------------------------         ----------------------------------
E-mail:                                 E-Mail:
        -----------------------------           --------------------------------
Phone:                                  Phone:
       ------------------------------          ---------------------------------


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                                                                    ATTACHMENT A

PRODUCT:   NAME

__ mg      NDC Code: __________
__ mg      NDC Code: __________
__ mg      NDC Code: __________
__ mg      NDC Code: __________

Term: _________, 20__ - __________, 20__

Total Service Fee: The total of the fee for all services described and covered
by the agreement related to this product will be $______ earned and paid
quarterly. A breakout of this fee by service area is described below. All such
fees will be paid to Distributor in the form of a check. For purposes of this
Agreement a "calendar quarter" shall mean the following consecutive three
calendar month periods: January 1 - March 31, April 1 - June 30, July 1 -
September 30 and October 1 - December 31. . Ligand shall pay such fees no later
than thirty (30) days after receipt of an invoice as set forth in section 2.3

BASE SERVICE FEE: Quarterly Fee for Base Services is $_______

INVENTORY LEVEL:

PRODUCT __ mg   Minimum ___   Maximum ___ units
PRODUCT __ mg   Minimum ___   Maximum ___ units
PRODUCT __ mg   Minimum ___   Maximum ___ units
PRODUCT __ mg   Minimum ___   Maximum ___ units

Quarterly fee for inventory management services $______

SPECIAL HANDLING REQUIREMENTS:

[DESCRIPTION]

Quarterly fee for special handling services $_______

DATA REQUIREMENTS:

Quarterly fee for data services $______


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