Item 1.01. Entry Into a Material Definitive Agreement.

On June 18, 2009, Glycomed, Inc. ("Glycomed"), a wholly owned subsidiary of Ligand Pharmaceuticals Incorporated (together with Glycomed, the "Company" or "Ligand"), entered into an exclusive license agreement (the "License Agreement") with ParinGenix Inc. ("ParinGenix"). Pursuant to the terms of the License Agreement, ParinGenix was granted the exclusive license, with the right to sublicense, to develop, manufacture and commercialize products under certain specified U.S. patents relating to certain desulfated heparin compounds for the potential treatment of COPD and other indications ("Licensed Products").

Under the terms of the License Agreement, Ligand will receive an up-front payment of $350,000 and a 3% royalty on net sales by ParinGenix in the United States of Licensed Products. The royalty term for each Licensed Product expires on a country by country basis upon the later of five years after the first commercial sale of such Licensed Product or five years after expiration of the last to expire licensed patent with claims covering such Licensed Product (the "Royalty Term"). ParinGenix will direct and be responsible for all costs related to the development, manufacture and commercialization of Licensed Products.

The term of the License Agreement commenced on June 18, 2009 and continues on a Licensed Product by Licensed Product and country by country basis until the expiration of the last Royalty Term for any Licensed Product, unless terminated earlier. Either party may terminate the License Agreement upon a specified number of days notice in the event of a material uncured breach of the License Agreement by the other party. Ligand also has the right to terminate the License Agreement if ParinGenix, or a sublicensee, does not complete the first commercial sale of a Licensed Product within a specified period. ParinGenix may extend the date required for the first commercial sale on a year by year basis, with the payment of a specified fee for each annual extension. Pursuant to the License Agreement, termination of the License Agreement will terminate all rights and licenses granted to ParinGenix under the License Agreement and any and all sublicenses will be automatically assigned to Ligand.

The License Agreement contains covenants requiring Ligand to use commercially reasonable efforts to prosecute and maintain the licensed patents at its sole expense. ParinGenix shall have the first right, but not the obligation, to bring, at its own expense, an infringement action against any third party, provided that certain specified infringement settlements are invalid or unenforceable without Ligand's prior written consent.

The foregoing description of the License Agreement does not purport to be complete and is qualified in its entirety by reference to the License Agreement, a copy of which the Company intends to file with its Quarterly Report on Form 10-Q for the quarter ending June 30, 2009, requesting confidential treatment for certain portions.

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