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LGND > SEC Filings for LGND > Form 8-K on 10-Sep-2009All Recent SEC Filings

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Form 8-K for LIGAND PHARMACEUTICALS INC


10-Sep-2009

Regulation FD Disclosure, Financial Statements and Exhibits


Item 7.01 Regulation FD Disclosure

On September 9, 2009, Ligand Pharmaceuticals Incorporated ("Ligand") officers John Higgins and Syed Kazmi gave a presentation at the Thomas Weisel Partners Healthcare Conference in Boston, Massachusetts. A copy of the slides used in the presentation, and a transcript of the presentation, are attached to this report as Exhibit 99.1 and Exhibit 99.2 and are incorporated by reference herein.

Additional Information and Where to Find It

On August 23, 2009, Ligand entered into an Agreement and Plan of Merger (the "Merger Agreement"), with Neurogen Corporation, a Delaware corporation ("Neurogen") and Neon Signal, LLC, a direct wholly-owned subsidiary of Ligand ("Merger Sub"). Under the Merger Agreement, Ligand will acquire Neurogen pursuant to a reverse triangular merger, whereby Merger Sub will merge with and into Neurogen, with Neurogen as the surviving corporation (the "Merger").

Ligand intends to file with the SEC a Registration Statement on Form S-4, which will include a proxy statement of Neurogen and other materials relevant to the proposed Merger and related transactions. The Registration Statement and related Neurogen proxy statement (when they become available), and any other documents filed by Ligand or Neurogen with the SEC, may be obtained free of charge at the SEC's web site at www.sec.gov. In addition, investors and security holders may obtain free copies of the documents filed with the SEC by Ligand by going to Ligand's Investor Relations website page at www.ligand.com.



Item 9.01 Financial Statements and Exhibits

The following exhibits are attached to this Current Report on Form 8-K:

(d) Exhibits.

Exhibit No.       Description
99.1              Slides used in Ligand's September 9, 2009 presentation at the
                  Thomas Weisel Partners Healthcare Conference in Boston,
                  Massachusetts.

99.2              Transcript of Ligand's September 9, 2009 presentation at the
                  Thomas Weisel Partners Healthcare Conference in Boston,
                  Massachusetts.

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