Employment Agreement
Separation Agreement
Release of Claims
 
SUCCESSOR EMPLOYMENT AGREEMENT
David E. Robinson
 
         THIS AGREEMENT, effective as of May 1, 1996, is
made by and between
Ligand Pharmaceuticals Incorporated, a Delaware
corporation (hereinafter the
"Company"), and David E. Robinson (hereinafter
"EXECUTIVE") on this 1st of May,
1996.
 
                                 R E C I T A L S
 
         WHEREAS, the Company and EXECUTIVE wish to set
forth in this Agreement
the terms and conditions under which EXECUTIVE is to be
continued to be employed
by the Company; and
 
         WHEREAS, the Company wants to be assured that
EXECUTIVE will be
available to the Company for an additional three (3)
years after May 1, 1996.
 
         NOW, THEREFORE, the Company and EXECUTIVE, in
consideration of the
mutual promises set forth herein, agree as follows:
 
                                    ARTICLE 1
 
                                TERM OF AGREEMENT
 
         1.1 Commencement Date. EXECUTIVE's employment
with the Company shall
commence on May 1, 1996 ("Commencement Date") and
this Agreement shall expire
after a period of three (3) years from the
Commencement Date, unless terminated
earlier pursuant to Article 6.
 
         1.2 Renewal. The term of this Agreement shall be
automatically renewed
for successive, additional three (3) year terms unless
either party delivers
written notice to the other at least six (6) months prior
to the expiration date
of this Agreement of an intention to terminate this
agreement or to renew it for
a term of less than three (3) years but not less than one
(1) year. If the term
of this Agreement is renewed for a term of less than three
(3) years, then
thereafter the term of this Agreement shall be
automatically renewed for
successive, additional identical terms unless either party
delivers a written
notice to the other at least six (6) months prior to a
termination date of this
agreement of an intention to terminate this Agreement or
to renew it for a
different term of not less than one (1) year.
 
         If this Agreement is not renewed at the end of
any term hereof by the
Company for any reason except death, disability or
retirement of EXECUTIVE,
notwithstanding anything herein elsewhere contained,
EXECUTIVE shall be paid his
salary, as provided for in Section 3.1 hereof, and receive
the other benefits
applicable under
 
 
<PAGE>   2
 
Section 4 hereof, for an additional eighteen months after
the termination date
hereof.
 
                                    ARTICLE 2
                                EMPLOYMENT DUTIES
         2.1 Title/Responsibilities. EXECUTIVE shall hold
the position of
Chairman of the Board, President and Chief Executive
Officer of the Company, and
shall have the powers, duties and sufficient authority
consistent with such
position and shall report directly and be responsible
solely to the Company's
Board of Directors. EXECUTIVE shall also perform all
duties which from time to
time are assigned to him by the Company's Board of
Directors, and shall provide
the Board with periodic reports upon request. As Chief
Executive Officer of the
Company, EXECUTIVE shall use his best efforts in directing
the business of the
Company with the objective of providing maximum profit and
return on invested
capital, building stockholder value, establishing current
and long-range
objectives, plans and policies subject to the approval of
the Board, and
representing the Company with its major customers, the
financial community and
the public.
 
         2.2 Full Time Attention. EXECUTIVE shall devote
substantially all of
his business time and attention, energy and skills to the
Company during the
time he is employed under this Agreement, but nothing in
the Agreement shall
preclude EXECUTIVE from engaging in charitable and
community affairs or from
managing his personal investments, provided that such
activities do not
interfere with the performance of his duties or
responsibilities under this
Agreement.
 
         2.3 Directorships. Upon the commencement date,
EXECUTIVE will be
nominated for re-election to the Company's Board of
Directors if the By-Laws so
require it. At the pleasure of the Company's shareholders,
EXECUTIVE agrees to
serve as Chairman of the Board and a Director on the
Company's Board of
Directors at no additional compensation. In addition,
EXECUTIVE may serve as a
member of the board of directors of any other unaffiliated
company that is not
in competition with the Company subject in each case to
the approval of the
Compensation Committee of the Board of Directors of the
Company, provided that
such service does not interfere with the performance of
his duties or
responsibilities hereunder. EXECUTIVE may retain all
benefits he receives as a
director of any unaffiliated company, and the Company
shall not reduce his
compensation by the amount of such benefits.
 
<PAGE>   3
                                    ARTICLE 3
 
                                  COMPENSATION
 
         3.1 Base Salary. EXECUTIVE shall receive a Base
Salary at an annual
rate of Four Hundred Ninety Thousand Dollars ($490,000),
payable every two weeks
in equal installments (less all required and authorized
withholdings and
deductions). The Company's Board of Directors shall
provide EXECUTIVE with
annual performance reviews, and, thereafter, EXECUTIVE
shall be entitled to such
higher rate of Base Salary as the Board of Directors may
from time to time
establish in its sole discretion.
 
       3.2 Renewal Bonus. In lieu of any other stock
option grant for the year
1996, the Company on April 25, 1996, provided EXECUTIVE a
one-time contract
renewal stock option grant in the form of an option to
purchase one hundred
thousand (100,000) shares of the common stock of the
Company, the maximum number
of which shall be pursuant to Incentive Stock Options
under the Ligand
Pharmaceuticals Incorporated 1992 Stock Option/Stock
Issuance Plan. The entire
number of shares granted under such option, both
Incentive and Non-Statutory,
shall vest over four (4) years, with such vesting to be
in accordance with the
terms of the Ligand Pharmaceuticals Incorporated 1992
Stock Option/Stock
Issuance Plan. The Company will also pay EXECUTIVE's
reasonable legal fees
incurred in the negotiation and consummation of this
Agreement in an amount not
to exceed $3,000.00.
 
         3.3 Incentive Bonus. In addition to any other
bonus EXECUTIVE shall be
awarded by the Company's Board of Directors, the Company
shall pay EXECUTIVE a
bonus payment of up to one hundred thousand dollars
($100,000) annually based
upon achievement by the Company against 8 to 10 reasonable
Impact Goals approved
by the Board of Directors annually.
 
                                    ARTICLE 4
                     EXPENSE ALLOWANCES AND FRINGE
BENEFITS
         4.1 Vacation. EXECUTIVE shall be entitled to
three (3) weeks of annual
paid vacation during the term of this Agreement.
 
       4.2 Health Benefits. During the term of this
Agreement, the Company
shall also provide EXECUTIVE with the usual health
insurance benefits it
generally provides to its other senior management
employees.
 
         4.3 Company Loan. The Company has loaned
EXECUTIVE Two Hundred Thousand
Dollars ($200,000) pursuant to a promissory note (the
 
 
 
<PAGE>   4
 
("Note") approved by the Company's Board of Directors. The
Note bears interest
at the applicable minimum federal rate required to avoid
imputation of interest
under IRC Section 1274(d), and has a four-year term,
payable in four equal
annual installments on August 23, subject to acceleration
upon EXECUTIVE's
cessation of employment with the Company under Sections
6.3 and 6.6. If
EXECUTIVE's employment with the Company is terminated
under Sections 6.4 or
6.5, the balance of the Note will be forgiven by the
Company. The Note is
secured by a deed of trust on the residential real
property owned by EXECUTIVE
in the greater San Diego area or such other security
approved by the Company's
Board of Directors. Twenty-five percent (25%) of the
original principal amount
of the Note plus all accrued but unpaid interest thereon
shall be forgiven by
the Company on each anniversary of the Note so long as
EXECUTIVE is
continuously employed by the Company during the prior
year. As of the date
hereof only fifty percent (50%) of the original principal
amount of such note
remains unpaid.
 
        Such Note is non-negotiable.
        4.4 Business Expense Reimbursement. During the
term of his employment
hereunder, EXECUTIVE shall be entitled to receive proper
reimbursement for all
reasonable out-of-pocket expenses incurred by him (in
accordance with the
policies and procedures established by the Company for its
senior executive
officers) in performing services hereunder, provided
EXECUTIVE properly
accounts therefor.
 
                                   ARTICLE 5
                                CONFIDENTIALITY
        5.1 Proprietary Information. EXECUTIVE shall
execute and deliver to
the Company the Company's standard Proprietary Information
and Inventions
Agreement in form acceptable to the Company's Vice
President and General
Counsel.
 
      5.2 Return Of Property. All documents, records,
apparatus, equipment
and other physical property which is furnished to or
obtained by EXECUTIVE in
the course of his employment with the Company shall be and
remain the sole
property of the Company. EXECUTIVE agrees that, upon the
termination of his
employment, he shall return all such property (whether or
not it pertains to
Proprietary Information as defined in the Proprietary
Information and Inventions
Agreement), and agrees not to make or retain copies,
reproductions or summaries
of any such property.
 
<PAGE>   5
                                    ARTICLE 6
 
 
TERMINATION
 
        6.1 Death. In the event of the death of the
EXECUTIVE during the term
of this Agreement, his salary and any other unpaid amounts
shall be paid to the
EXECUTIVE's designated beneficiary, or in the absence of
such designation to the
estate or other legal representative of the EXECUTIVE for
the month in which
death occurs as well as for an additional twelve (12)
months thereafter. In the
event that the Company wishes to purchase life insurance
to fund this benefit,
the Executive shall comply with all reasonable requests of
the Company related
to such insurance, including, without limitation,
submitting to a physical
examination, a copy of which report will be furnished to
EXECUTIVE as soon as it
is available. Other death benefits, if any, will be
determined in accordance
with the terms of the Company's benefit programs and
plans.
 
         6.2 Disability. In the event of the Executive's
disability, the
EXECUTIVE shall be entitled to his salary for a period of
one (1) year after
such disability commences and other benefits as determined
in accordance with
the terms of the Company's benefit programs and plans.
 
         Notwithstanding anything in this Agreement to the
contrary, the Company
is hereby given the option to terminate the EXECUTIVE's
employment in the event
that the EXECUTIVE shall, during the term hereof, become
permanently disabled as
the term permanently disabled is hereinafter defined. Such
option shall be
exercised by the Company giving notice to EXECUTIVE by
certified mail of the
company's intention to terminate his employment due to
disability on the last
day of the month during which such notice is mailed
 
         For purposes of this Agreement, EXECUTIVE shall
be deemed to have
become disabled if, during the term hereof, because of
physical or mental
disability he shall have been unable to perform his duties
hereunder. This
disability shall be deemed to be permanent if he shall
have been unable to
perform his duties hereunder (a) for 120 consecutive days,
or (b) for 180 days
(irrespective or whether such days are consecutive)
occurring during any period
of 365 consecutive days.
 
         During a period in which salary continuation is
being made pursuant to
this Section, the EXECUTIVE will undergo reasonable
periodic medical
examinations to confirm the continuation of his
disability. Such medical
examinations will be conducted by a medical doctor chosen
by the parties. If the
parties cannot agree on such a doctor, they each shall
select a medical doctor
and the
 
 
<PAGE>   6
two doctors shall select a third medical doctor for this
purpose. In the event
that the Company has terminated EXECUTIVE because of
permanent disability
notwithstanding a determination by a medical doctor,
chosen as described in the
preceding sentence, that EXECUTIVE is no longer subject to
a disability as
defined in this Section, EXECUTIVE will continue to be
entitled to salary
continuation as herein set forth, provided that, following
such determination,
he makes a continuing reasonable effort to find employment
at such time
commensurate with his abilities, experience, and
background.
 
         Anything herein to the contrary notwithstanding,
if, following a
termination of employment hereunder due to permanent
disability as provided,
EXECUTIVE becomes re-employed (except in connection with
management of his own
investments) whether as an employee or a consultant, any
salary, annual
incentive payments, or other benefits earned by him from
such employment shall
offset any comparable amounts due him hereunder.
 
         6.3 Termination by the Company for Cause. Nothing
herein shall prevent
the Company from terminating EXECUTIVE's employment for
Cause. EXECUTIVE shall
continue to receive salary for the period ending with the
date of such
termination as provided in this Section 6.3. Any rights
and benefits he may have
in respect of any other compensation or employee benefit
plans or programs of
the Company shall be determined in accordance with the
terms of such other
compensation arrangements or such other plans or programs.
 
         The term "Cause", as used herein, shall mean that
(a) the EXECUTIVE has
committed a willful, serious act, such as embezzlement,
against the Company
intending to enrich himself at the expense of the Company
or (b) the EXECUTIVE,
in carrying out his duties hereunder, has been guilty of
willful or gross
negligence, resulting in either case in material harm to
the Company (this
provision shall not apply to any particular instance which
is merely the result
of any good faith error in judgment), or (c) the willful
and continued failure
by EXECUTIVE to substantially perform his duties with the
Company (other than
any such failure resulting from EXECUTIVE's incapacity due
to physical or mental
illness), after a demand for substantial performance is
delivered to EXECUTIVE
by the Board which specifically identifies the manner in
which the Board
believes that EXECUTIVE has not substantially performed
his duties, or (d) the
willful engaging by EXECUTIVE in gross misconduct
materially and demonstrably
injurious to the Company. For purposes of this section, no
act, or failure to
act, on EXECUTIVE's part shall be considered "willful"
unless done, or omitted
to be done, by EXECUTIVE, not in good faith and without
reasonable doubt that
EXECUTIVE's action or omission was in the best interest of
the Company.
 
<PAGE>   7
         Notwithstanding the foregoing, EXECUTIVE shall
not be deemed to have
been terminated for Cause unless and until there shall
have been delivered to
him a copy of a resolution duly adopted by the affirmative
vote of not less than
two-thirds (2/3) of the entire membership of the Board at
a meeting of the Board
called and held for the purpose (after reasonable notice
to EXECUTIVE and an
opportunity for EXECUTIVE, together with his counsel, to
be heard before the
Board), finding that in the good faith opinion of the
Board, EXECUTIVE was
guilty of conduct set forth above and specifying the
particulars thereof in
detail.
 
         6.4 Termination by Company Other Than for Cause.
The foregoing
notwithstanding, the Company may terminate the EXECUTIVE's
employment for
whatever reason it deems appropriate, or for no reason. In
the event that
EXECUTIVE's employment is terminated pursuant to this
Section 6.4, the Company's
obligations under this Agreement shall immediately cease,
and EXECUTIVE shall be
entitled to no severance benefits or any other benefits
under this Agreement
other than as expressly provided in this Section 6.4.
 
        6.4.1 If the Company terminates EXECUTIVE's
employment pursuant to this
Section 6.4, the Company will pay EXECUTIVE a severance
benefit equal to (i) his
Base Salary, and (ii) his health benefits described in
Section 4.2 of this
Agreement, each on a monthly basis for twenty-four (24)
months after the date of
such termination. Executive shall also receive credited
service for such
twenty-four (24) month period under any retirement plan or
policy provided by
the Company. This severance benefit shall be in addition
to EXECUTIVE's rights
under Section 6.4.2.
         6.4.2 If EXECUTIVE is terminated other than for
Cause by the Company as
provided for in this Section 6.4 hereof or the EXECUTIVE
terminates for Good
Reason as provided for in Section 6.5 hereof during the
remainder of the three
(3) years of this employment agreement, then,
notwithstanding anything to the
contrary hereinbefore stated, the terms of the Restricted
Stock Purchase
Agreement will apply to the disposition of such stock of
EXECUTIVE.
 
         6.5 Termination by the EXECUTIVE for Good Reason.
EXECUTIVE may
terminate his employment under this Agreement for Good
Reason, in which event
the Company shall still have the same obligations to
EXECUTIVE under this
Agreement as provided for in Section 6.4.
 
         6.5.1 "Good Reason" shall mean:
 
              (a) Without EXECUTIVE's express written
consent, the assignment to
EXECUTIVE of any duties inconsistent with his positions,
duties,
responsibilities and status with the Company set forth in
this Agreement, or a
change in his reporting responsibilities, title or offices
set forth in this
Agreement, or
 
<PAGE>   8
any removal of EXECUTIVE from or any failure to re-elect
him to any of such
positions except in connection with the termination of his
employment for Cause,
disability or retirement or as a result of his death or by
EXECUTIVE other than
for Good Reason;
 
              (b) A reduction in EXECUTIVE's Base Salary
or benefits or a
material breach of the Company's obligations undertaken in
this Agreement (after
the Company has received written notice of such breach and
a reasonable
opportunity to cure);
 
              (c) In the event of the occurrence of a
Change in Control, upon
the occurrence thereafter of one or more of the following
events:
 
                  (i) Any termination by the Company of
the employment of
         EXECUTIVE within three (3) years after a Change
in Control and prior to
         the date upon which EXECUTIVE shall have attained
age 65, which
         termination shall be for any reason other than
for Cause or as a result
         of the death of EXECUTIVE or by reason of
EXECUTIVE's disability: or
 
                  (ii) Termination by EXECUTIVE of his
employment with the
         Company within three (3) years after a Change in
Control and upon the
        occurrence of any of the following events:
                             
                        (A) Failure to elect or re-elect
EXECUTIVE, or removal
              of EXECUTIVE , as a director of the Company
(or any successor
              thereto), if EXECUTIVE shall have been a
director of the Company
              immediately prior to the Change in Control,
or the office of the
              Company which EXECUTIVE held immediately
prior to a Change in
              Control:
 
                        (B) A significant adverse change
in the nature or scope
              of the authorities, powers, functions,
responsibilities or duties
              attached to the position with the Company
which EXECUTIVE had
              immediately prior to the Change in Control,
a reduction in the
              aggregate of EXECUTIVE's Base Pay and
Incentive Pay received from
              the Company, or the termination of
EXECUTIVE's rights to any
              EXECUTIVE Benefits to which he was entitled
immediately prior to
              the Change in Control or a reduction in
scope or value thereof
              without the prior written consent of
EXECUTIVE, any of which is
              not remedied within ten (10) calendar days
after receipt by the
              Company of written notice from EXECUTIVE of
such change, reduction
            or termination, as the case may be;
                             
<PAGE>   9
                        (C) A determination by EXECUTIVE
made in good faith that
              as a result of a Change in Control and a
change in circumstances
              thereafter significantly affecting his
position, he has been
              rendered substantially unable to carry out,
or has been
              substantially hindered in the performance
of, any of the
              authorities, powers, functions,
responsibilities or duties
              attached to his position immediately prior
to the Change of
              Control, which situation is not remedied
within ten (10) calendar
              days after receipt by the Company of written
notice from EXECUTIVE
              of such determination;
 
                        (D) The liquidation, dissolution,
merger, consolidation
              or reorganization of the Company or transfer
of all or a
              significant portion of its business and/or
assets unless the
              successor or successors (by liquidation,
merger, consolidation,
              reorganization or otherwise) to which all or
a significant portion
              of its business and/or assets have been
transferred (directly or
              by operation of law) shall have assumed all
duties and obligations
              of the Company under this Agreement pursuant
to Section 7.2.2
              hereof; or
 
                        (E) The Company shall relocate its
principal Executive
              office or require EXECUTIVE to have as his
principal location of
              work any location which is in excess of 50
miles from the location
              thereof immediately prior to the Termination
Date or to travel
              away from his office in the course of
discharging his
              responsibilities or duties hereunder more
than thirty (30)
              consecutive calendar days or an aggregate of
more than sixty (60)
              calendar days in any consecutive 365
calendar day period without
             in either case his prior consent.
                             
       (d) Subsequent to a Change in Control of the
Company, any purported
termination of EXECUTIVE's employment which is not
effected pursuant to a Notice
of Termination satisfying the requirements of Section 6.7
hereof; or
 
       (e) EXECUTIVE is not elected a director, the
Chairman of the Board,
President and Chief Executive Officer of the Company on or
before June 1, 1996.
 
         (f) A Chairman of the Board is appointed without
the consent and
approval of the Board of Directors and EXECUTIVE during
the term of this
contract, including any extensions and renewals hereof;
however, in the event
that it is considered in the best interests of the
Company, and the Board
of Directors and Executive concur to appoint a Chairman of
the Board other than
 
<PAGE>   10
Executive, such will not give the EXECUTIVE the right to
terminate his
employment under this agreement for good reason.
 
       6.5.2 Change in Control. For purposes of this
Agreement, a "Change in
Control" shall have occurred if at any time during the
term of EXECUTIVE's
employment hereunder, any of the following events shall
occur:
 
              (i) The Company is merged, or consolidated,
or reorganized into or
with another corporation or other legal person, and as a
result of such merger,
consolidation or reorganization less than 30% of the
combined voting power of
the then-outstanding securities of such corporation or
person immediately after
such transaction are held in the aggregate by the holders
of voting securities
of the Company immediately prior to such transaction;
 
              (ii) Company sells all or substantially all
of its assets or any
other corporation or other legal person and thereafter,
less than 30% of the
combined voting power of the then-outstanding voting
securities of the acquiring
or consolidated entity are held in the aggregate by the
holders of voting
securities of the Company immediately prior to such sale;
 
              (iii) There is a report filed after the date
of this Agreement on
Schedule 13 D or Schedule 14 D-1 (or any successor
schedule, form or report),
each as promulgated pursuant to the Securities Exchange
Act of 1934 (the
"Exchange Act") disclosing that any person (as the term
"person" is used in
Section 13(d)(3) or Section 14 (d) (2) of the Exchange
Act) has become the
beneficial owner (as the term "beneficial owner" is
defined under Rule 13d-3 or
any successor rule or regulation promulgated under the
Exchange Act)
representing 30% or more of the combined voting power of
the then-outstanding
voting securities of the Company;
 
              (iv) The Company shall file a report or
proxy statement with the
Securities and Exchange Commission pursuant to the
Exchange Act disclosing in
response to item 1 of Form 8-X thereunder or Item 5(f) of
Schedule 14 A
thereunder (or any successor schedule, form or report or
item therein) that the
change in control of the Company has or may have occurred
or will or may occur
in the future pursuant to any then-existing contract or
transaction; or
 
              (v) During any period of two consecutive
years, individuals who at
the beginning of any such period constitute the directors
of the Company cease
for any reason to constitute at least a majority thereof
unless the election to
the nomination for election by the Company's shareholders
of each director of
the company first elected during such period was approved
by a vote of at least
two-thirds of the directors of the Company then still in
 
<PAGE>   11
office who were directors of the Company at the beginning
of such period.
 
       6.5.3 Payments and Benefits Upon Executive's
Termination. Upon the
termination of this Agreement by EXECUTIVE pursuant to
Section 6.5, EXECUTIVE
shall be entitled to those benefits which are applicable
under the terms of
Section 6.4.1 and 6.4.2, and all Stock Options issued to
him by the Company
which are then unvested shall immediately vest so as to be
immediately
exercisable by him at his election. Notwithstanding
anything to the contrary in
the foregoing, in the event that the company has agreed to
a merger that is
intended to be treated as a pooling of interests for
accounting purposes and
EXECUTIVE terminates this Agreement pursuant to Section
6.5 prior to May 1,
1997, then the Stock Options issued to him by the company
shall not become
exercisable on an accelerated basis but only to the extent
that the Company's
independent auditors determine that accelerated vesting of
such Stock Options
would preclude the treatment of such merger as a pooling
of interest.
 
         6.6 Termination by Executive by Voluntary
Resignation. EXECUTIVE may
terminate this Agreement prior to the expiration date
specified in Section 1
upon sixty (60) days notice to the Company, in which event
the Company shall be
obligated to pay him his total remuneration and other
applicable benefits
described in Sections 3.1 and 4 up to the date of
termination only. All earned
but unpaid bonuses pursuant to Section 3.3 shall be paid
to EXECUTIVE.
 
         6.7 Notice of Termination. Any Notice of
termination by the Company
pursuant to Section 6.4 or by EXECUTIVE pursuant to
Section 6.5 shall be
communicated by written Notice of Termination to the other
party hereof. For
purposes of this Agreement, a "Notice of Termination"
shall mean a notice which
shall indicate the specific termination provision in this
Agreement relied upon
and shall set forth in reasonable detail the facts and
circumstances claimed to
provide a basis for termination of EXECUTIVE's employment
under the provision so
indicated. Such a notice must be given by the party
utilizing it within six (6)
months after the event giving rise to it occurs;
otherwise, the right to utilize
such event as a right to terminate hereunder is forever
lost.
 
         6.8 Date of Termination. "Date of Termination"
shall mean:
 
              (i) If EXECUTIVE's employment is terminated
pursuant to Section
6.5, the date specified in the Notice of Termination, and
 
              (ii) If EXECUTIVE's employment is terminated
for any other reason,
the date on which a Notice of Termination is given;
provided that if within
thirty (30) days after any Notice of Termination is given,
one party notified
the other party that a
 
<PAGE>   12
dispute exists concerning the termination, the Date of
Termination shall be the
date on which the dispute is finally determined, either by
mutual written
agreement of the parties, by a binding and final
arbitration award or by a final
judgment, order or decree of a court of competent
jurisdiction (the time for
appeal thereof having expired and no appeal having been
perfected).
 
       6.9 Resolution of a Dispute is Final. Once a
dispute between the
parties hereto under the contract might have been resolved
without either party
terminating this contract, the event giving rise to such
dispute may never be
utilized again by either party hereto for any reason
whatsoever including, but
not limited to terminating this contract.
 
                                    ARTICLE 7
 
                               GENERAL PROVISIONS
 
         7.1 Governing Law. The validity, interpretation,
construction and
performance of this Agreement and the rights of the
parties thereunder shall be
interpreted and enforced under California law without
reference to principles of
conflicts of laws. The parties expressly agree that
inasmuch as the Company's
headquarters and principal place of business are located
in California, it is
appropriate that California law govern this Agreement.
 
         7.2 Assignment: Successors: Binding Agreement.
 
         7.2.1 EXECUTIVE may not assign, pledge or
encumber his interest in this
Agreement or any part thereof.
 
       7.2.2 The Company will require any successor
(whether direct or
indirect, by purchase, merger, consolidation or otherwise)
to all or
substantially all of the business and/or assets of the
Company, by agreement in
form and substance reasonably satisfactory to EXECUTIVE,
to expressly assume and
agree to perform this Agreement in the same manner and to
the same extent that
the Company would be required to perform it if no such
succession had taken
place. Failure of the Company to obtain such agreement
prior to the
effectiveness of any such succession shall be a breach of
this Agreement and
shall entitle EXECUTIVE to compensation from the Company
in the same amount and
on the same terms as EXECUTIVE would be entitled hereunder
if EXECUTIVE
terminated his employment for Good Reason, except that for
purposes of
implementing the foregoing, the date on which any such
succession becomes
effective shall be deemed the Date of Termination. As used
in this Section
7.2.2, "Company" shall mean the Company as hereinbefore
described
 
<PAGE>   13
and any successor to its business and/or assets as
aforesaid which executes and
delivers the Agreement provided for in this Section 7.2.2
or which otherwise
becomes bound by all the terms and provisions of this
Agreement by operation of
law.
 
         7.2.3 This Agreement shall inure to the benefit
of and be enforceable
by EXECUTIVE's personal or legal representatives,
executors, administrators,
successors, heirs, distributee, devisees and legatees. If
EXECUTIVE should die
while any amount is at such time payable to him hereunder,
all such amounts,
unless otherwise provided herein, shall be paid in
accordance with the terms of
this Agreement to EXECUTIVE's devisee, legatee or other
designee or, if there be
no such designee, to his estate.
 
         7.3 No Waiver of Breach. The waiver by any party
of the breach of any
provision of this Agreement shall not be deemed to be a
waiver of any subsequent
breach.
 
         7.4 Notice. For the purposes of this Agreement,
notices and all other
communications provided for in this Agreement shall be in
writing and shall be
deemed to have been duly given when delivered or mailed by
certified or
registered mail, return receipt requested, postage
prepaid,
addressed to the
respective addresses set forth below or to such other
address as either party
may have furnished to the other in writing in accordance
herewith, except that
notice of change of address shall be effective only upon
receipt.
 
         TO THE COMPANY:      William L. Respess, Esq.
                              General Counsel
                              Ligand Pharmaceuticals
Incorporated
                              9393 Towne Centre Drive
                              Suite 100
                              San Diego, California 92121
 
         TO THE EXECUTIVE:    Mr. David E. Robinson
                              P.O. Box 8993
                              Rancho Santa Fe, CA 92067-
8993
 
              Copy to:        John W. Hough, Esq.
                              Connelly & Schroeder
                              1 North Franklin Street,
Suite 1200
                              Chicago, Illinois 60606
 
         7.5 Modification: Waiver: Entire Agreement. No
provisions of this
Agreement may be modified, waived or discharged unless
such waiver, modification
or discharge is agreed to in writing signed by EXECUTIVE
and such officer as may
be specifically designated by the
 
<PAGE>   14
Board of the Company. No waiver by either party hereto at
any time of any breach
by the other party of, or compliance with, any condition
or provision of this
Agreement to be performed by such other party shall be
deemed a waiver of
similar or dissimilar provisions or conditions at the same
or any prior or
subsequent time. No agreements or representations, oral or
otherwise, express or
implied, with respect to the subject matter hereof have
been made by either
party which are not expressly set forth in this Agreement;
provided, however,
that this Agreement shall not supersede or in any way
limit the rights, duties
or obligations EXECUTIVE may have under any other written
agreement with the
Company (other than the Company's letter offering
employment to EXECUTIVE).
 
         7.6 Validity. The invalidity or unenforceability
of any provision of
this Agreement shall not affect the validity or
enforceability of any other
provision of this Agreement, which shall remain in full
force and effect.
 
       7.7 Controlling Document. In case of conflict
between any of the terms
and conditions of this present Employment Agreement with
any of the terms and
conditions hereof and of the Exhibits hereto and the
documents herein referred
to, including but not limited to the Ligand
Pharmaceuticals, Inc. Restricted
Stock Purchase Agreement and the Ligand Employees'
Handbook and Policies, the
terms and conditions of the terms and conditions of this
present Employment
Agreement shall control,
 
         Upon this Successor Employment Agreement becoming
effective and binding
between the parties hereto the Employment Agreement of
October 4, 1991, and the
First Amendment thereto of October 5, 1991 shall be of no
further force or
effect.
 
         Executed by the parties as of the day and year
first above written.
 
                                  THE COMPANY:
                                  Ligand Pharmaceuticals
Incorporated
                                  By: /s/ P. Maier -------
                                      ---------------
- ------------------
                                  Its: Vice President and
C.F.O.
                                       -------------------
- -------------------
                                  EXECUTIVE:
 
                                  /s/ David E. Robinson --
                                  ------------------------
- ------------------
                                  David E. Robinson
 
                                       14
 
 
 
 

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

 

 

 

 

 

 

 

 

 

 

 

*

 

10


 

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.

11

 

EXHIBIT 10.2

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.

2


 

          (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.

 

 

 

 

 

 

 

 

 

/s/ David E. Robinson  

 

 

David E. Robinson 

 

 

 

 

 

 

 

 

 

July 31, 2006

 

 

(Date) 

 

 

 

 

 

3