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EXHIBIT 10.166
TRANSITION AGREEMENT
This TRANSITION AGREEMENT ("Agreement") is entered into as of the 24th
day of September, 1997 among ALLERGAN, INC., a Delaware corporation having
offices at 0000 Xxxxxx Xxxxx, Xxxxxx, Xxxxxxxxxx 00000-0000 ("Allergan"), LIGAND
PHARMACEUTICALS INCORPORATED, a Delaware corporation having offices at 0000
Xxxxx Xxxxxx Xxxxx, Xxx Xxxxx, Xxxxxxxxxx 00000 ("Ligand"), and ALLERGAN LIGAND
RETINOID THERAPEUTICS, INC., a Delaware corporation having offices at 0000 Xxxxx
Xxxxxx Xxxxx, Xxx Xxxxx, Xxxxxxxxxx 00000 ("ALRT").
A. (i) Allergan, Ligand and ALRT are Parties to the Amended and Restated
Technology Cross License Agreement of even date herewith (the "License
Agreement"), (ii) Allergan, Ligand and ALRT are Parties to the Program
Agreements, (iii) Allergan and Ligand have entered into the Joint Agreements
between themselves, (iv) pursuant to the Stock Purchase Option, Ligand will
deliver, within two (2) business days, irrevocable notice of its election to
acquire all of the outstanding Callable Common Stock of ALRT in accordance with
the terms of the Stock Purchase Option pursuant to the Ligand exercise notice in
the form attached to the License Agreement as Exhibit A and (v) pursuant to the
Asset Purchase Option, Allergan will deliver, within two (2) business days,
notice of its election to acquire from ALRT the Purchased Assets (as defined in
Section 1.1 of that certain Asset Purchase Option Agreement dated June 3, 1995
among Allergan, Ligand and ALRT) in accordance with the terms of the Asset
Purchase Option pursuant to the Allergan exercise notice in the form attached to
the License Agreement as Exhibit B.
B. The Parties desire to enter into this Agreement to provide for, among
other things, the transition prior to and following the Effective Date of
research and development being conducted with respect to Selected Compounds and
other costs incurred by or on behalf of ALRT.
C. On or prior to the date hereof, Ligand has, or within two (2) days
following the date hereof Ligand will have, prepared and filed with the
Securities and Exchange Commission ("SEC") a Registration Statement with respect
to the issuance of any shares of Ligand Common Stock being issued in payment of
the Stock Purchase Option Exercise Price in accordance with Sections 5.3 and 5.6
of ALRT's Amended and Restated Certificate of Incorporation (the "Restated
Certificate").
NOW, THEREFORE, in consideration of the foregoing premises and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Allergan, Ligand and ALRT hereby agree as follows:
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1. DEFINITIONS. Terms used herein but not defined herein shall have the
meanings given such terms in the License Agreement.
2. SHARING OF COSTS
2.1 CLASSIFICATION OF ALRT COSTS. All costs incurred by, on behalf of or
which are reimbursable under the Program Agreements by ALRT (the "ALRT Costs")
shall be classifiable into three categories consistent with the ALRT financial
statements, as follows:
(a) Research consulting agreements classified by ALRT as
research costs;
(b) All other costs classified by ALRT as research and
development costs ("R&D Costs"); and
(c) Costs classified by ALRT as general and administrative
costs ("G&A Costs").
2.2 PAYMENT OF ALRT COSTS. ALRT Costs will be paid by ALRT to Third
Parties, or reimbursed to Allergan and Ligand, in accordance with the terms
stated below:
(a) All research consulting agreements referred to in
Section 2.1(a) are listed on Exhibit A to this Agreement. These agreements shall
be assigned to and assumed by either Allergan or Ligand as of the Cut-Off Date
(defined below), as prescribed on Exhibit A, and the costs of continuing such
agreements shall be the responsibility of the assigned party after such date. As
between Allergan and Ligand, the consultant under each such agreement shall
perform services under such agreement for the assigned party after such date;
provided that all inventions and discoveries made by such consultant pursuant to
such agreement (i) on or prior to the Closing Date shall be included in "Program
Technology" and (ii) subsequent to the Closing Date shall be owned by the
assigned party.
(b) ALRT shall pay or reimburse all R&D Costs incurred
prior to the date which is thirty (30) days following the date of the License
Agreement (the "Cut-Off Date").
R&D costs will consist of (i) R&D costs incurred, identified and invoiced prior
to the Cut-Off Date, (ii) R&D costs incurred, identified and not invoiced prior
to the Closing Date and (iii) R&D costs incurred, not identified and not
invoiced prior to the Closing Date. Expenditures and commitments for R&D Costs
shall be consistent with previously-approved R&D activities on behalf of ALRT.
(c) ALRT Costs incurred with respect to Selected Compounds
after the Cut-Off Date shall be the responsibility of Allergan with respect to
Allergan Selected Compounds and Ligand with respect to Ligand Selected
Compounds.
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(d) ALRT shall pay or reimburse all G&A Costs incurred
prior to the Closing Date. Such costs will include all salary, benefit and
severance costs of ALRT's employee.
ALRT shall also pay all G&A Costs related to termination of operation of ALRT as
a publicly traded company, including costs which may be incurred after the
Closing Date. Any such post-Closing costs shall be paid out of the Cash Reserve
(defined below).
(e) All other expenses incurred after the Closing Date
shall be the responsibility of the party incurring such costs.
(f) Allergan and Ligand agree not to incur, or seek
reimbursement from ALRT for, any ALRT Costs in a manner inconsistent with this
Agreement.
2.3 INVOICING OF ALRT COSTS. Within five (5) business days following the
Cut-Off Date, Ligand and Allergan will present to ALRT for payment all invoices
for ALRT Costs incurred and identified through such Cut-Off Date. Such invoices
will be paid by ALRT within five (5) business days of presentation.
At the Closing, Ligand and Allergan will identify all additional ALRT Costs and
shall agree on a cash reserve ("Cash Reserve") to be established out of ALRT
cash on hand as of the Closing Date to pay such additional ALRT costs in
accordance with Section 2.3. Any remaining cash on hand in ALRT at the Closing
shall be divided equally between Allergan and ALRT as set forth in the Asset
Purchase Option Agreement, with a payment to Allergan within three (3) business
days of the Closing.
Ligand and Allergan shall each take appropriate diligent action to ensure timely
presentation of invoices for payment of ALRT Costs in accordance with Section
2.3 and shall continue to collect invoices and other expenses incurred prior to
the Cut-Off Date. Ligand and Allergan will send requests to each provider of
development services, such as contract research organizations, requesting that
each provider submit an invoice up to the Cut-Off Date. Ligand and Allergan
shall present such invoices for payment no later than the last day of the
Reserve Period. The Reserve Period shall continue through sixty (60) days
following the Closing Date. Following the Reserve Period, the cash remaining in
the Cash Reserve shall be divided equally between Allergan and ALRT. Any ALRT
Costs for which an invoice is not presented prior to the end of the Reserve
Period shall be the responsibility of the party whose responsibility it was to
present such invoice.
2.4 SELECTED COMPOUND LIABILITIES. Selected Compound liabilities
(liabilities relating directly to each party's respective Selected Compounds,
including related contingent and any other known or unknown liabilities) shall
be assumed by the party receiving exclusive rights to the respective Selected
Compounds under the License Agreement.
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2.5 OTHER LIABILITIES. All contingent and any other known or unknown
liabilities of ALRT (other than those relating directly to a party's Selected
Compounds) shall be allocated on a 50-50 basis as of the Closing Date between
Allergan and Ligand in accordance with the Asset Purchase Option Agreement,
subject to Section 2.3 above.
3. ONGOING ACTIVITIES
3.1 PRE-CLOSING ACTIVITIES.
3.1.1 RESEARCH AND DEVELOPMENT ACTIVITIES. Each party will
continue its existing, ordinary course activities through the Closing Date.
3.1.2 COMPLETION OF CLINICAL TRIALS. All ALRT clinical trials
being conducted as of the date hereof are listed on Exhibit B to this Agreement.
Each party will continue its existing clinical trial activity on behalf of ALRT
through the Closing Date, subject to reimbursement of expenses in accordance
with the provisions of this Agreement.
3.2 POST-CLOSING ACTIVITIES.
3.2.1 Each party will be responsible for its own activities
following the Closing Date.
3.2.2 Allergan may agree to continue existing work following the
Cut-Off Date with respect to Ligand Selected Compounds on a fee-for-services
basis.
3.2.3 INDs and other regulatory filings will be promptly
transferred following the Closing Date to the proper party in accordance with
this Agreement and the License Agreement.
3.2.4 Allergan financial personnel will close ALRT's books as of
the Closing Date and ALRT will reimburse Allergan therefor in accordance with
ALRT's administrative reimbursement procedures. ALRT financial records will be
transferred to Ligand thirty (30) days after the Closing Date; subsequently,
Ligand will have the responsibility for payment of additional ALRT invoices and
reconciliation of the Cash Reserve accrual in accordance with this Agreement.
4. PURCHASE OF ASSETS OF ALLERGAN
4.1 All ALRT assets as of the date hereof, excluding Program Technology
and Selected Compounds, are listed by category (e.g., cash, prepaid assets,
equipment, etc.) on Exhibit C to this Agreement. Such list shall be updated on
and as of the Closing Date.
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4.2 All assets on such list shall be allocated on such list, as nearly
as possible, on a 50-50 basis (or as the parties may otherwise agree), to
Allergan and ALRT in accordance with the Asset Purchase Option Agreement.
4.3 Notwithstanding the foregoing, ALRT patent rights (including patent
claims against third parties) shall be governed by Section 9 of the License
Agreement.
5. CLOSING LOGISTICS
5.1 NOTICE OF EXERCISE. Ligand will deliver, within two (2) business
days of the date of this Agreement, revocable notice of its election to acquire
all of the outstanding shares of Callable Common Stock of ALRT in accordance
with the terms of the Stock Purchase Option pursuant to the Ligand exercise
notice in the form attached to the License Agreement as Exhibit A ("Ligand
Notice"). Pursuant to the Asset Purchase Option, Allergan will deliver, within
two (2) business days, notice of its election to acquire from ALRT the Purchased
Assets (as defined in Section 1.1 of that certain Asset Purchase Option
Agreement dated June 3, 1995 among Allergan, Ligand and ALRT) in accordance with
the terms of the Asset Purchase Option pursuant to the Allergan exercise notice
in the form attached to the License Agreement as Exhibit B ("Allergan Notice").
5.2 NATURE OF CONSIDERATION TO BE PAID BY ALLERGAN AND LIGAND.
(a) Ligand intends to make payment at the Closing per
share of outstanding ALRT Callable Common Stock, in connection with its exercise
of the Stock Purchase Option, as follows: Fourteen Dollars and Twenty-Eight
Cents ($14.28) in shares of Ligand Common Stock and Seven Dollars and Sixty-Nine
Cents ($7.69) in cash; provided, Ligand reserves its right, pursuant to terms of
Article V of the Restated Certificate, to make payment of a greater amount of
the Stock Purchase Option Exercise Price (as defined in the Restated
Certificate) in cash than set forth herein or in its exercise notice.
(b) Allergan intends to make payment at the Closing, in
connection with its exercise of the Asset Purchase Option as follows: Eight
Million Nine Hundred Thousand Dollars ($8,900,000) in cash. Any amounts due by
Allergan in connection with its exercise of the Asset Purchase Option shall be
delivered by wire transfer to a bank account selected by Ligand on behalf of
ALRT, and notice of which will be delivered no less than two (2) business days
prior the Closing.
5.3 REGULATORY FILINGS.
(a) Ligand intends to file a registration statement with
the SEC within two (2) business days following the date of this Agreement. Such
registration statement will register the issuance of any shares of Ligand Common
Stock being issued in payment of the Stock Purchase Option Exercise Price in
accordance with Sections 5.3 and 5.6 of the Restated Certificate.
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(b) Ligand and Allergan shall, with two (2) business days
following the date of this Agreement, make any and all applicable filings
required pursuant to the Xxxx-Xxxxx-Xxxxxx Antitrust Improvement Act of 1976, as
amended ("HSR Act"), with respect to the transactions contemplated under the
License Agreement and the exercise of the Stock Purchase Option and Asset
Purchase Option. Each of Ligand and Allergan shall use its commercially
reasonable best efforts to obtain early termination, on or prior to the Closing
Date, of any applicable waiting period under the HSR Act with respect to such
filings.
(c) Ligand and Allergan shall use reasonable efforts to
assist each other with applicable filings under the HSR Act arising out of the
transactions contemplated under the License Agreement and the exercise of the
Stock Purchase Option and Asset Purchase Option.
5.4 REDEMPTION OF ALLERGAN'S SPECIAL COMMON STOCK. On the Closing Date,
ALRT shall redeem all of the outstanding shares of ALRT Special Common Stock
owned by Allergan in accordance with Section 4.5 of the Restated Certificate
(notwithstanding the requirement for the written notice referred to in such
Section to be delivered fifteen (15) days before the date of redemption).
Allergan hereby agrees to submit to ALRT its share certificates representing
such Special Common Stock on or promptly following the Closing Date. Thereafter,
Allergan shall have no rights as a stockholder of ALRT except the right to
receive the Redemption Price in accordance with the Restated Certificate.
6. TECHNOLOGY TRANSFER
Promptly following the date hereof but in any event prior to the Closing Date,
Allergan and Ligand will deliver to each other the technology transfer items
listed on Exhibit D. From the date of execution of this Agreement through ***
following the Closing Date (and without limiting the obligations of the parties
under Section 3 of the License Agreement), each Party shall (i) provide access
to the other Party to all physical manifestations of the Program Technology
which they own or Control and (ii) provide, at the requesting Party's expense,
reasonable technical assistance and instruction in understanding, interpreting
and applying the Program Technology for the purposes of further exploiting the
Program Technology and commercially developing products. The obligations set
forth in this Section 6 shall not include any obligation to disclose matters
outside the Field. Nothing contained in this Agreement shall affect the
respective ongoing obligations of Ligand and ALRT under the Asset Purchase
Option Agreement to, among other things, share information regarding Purchased
Assets with Allergan.
7. INDEMNIFICATION
7.1 BY ALLERGAN. Allergan hereby agrees to indemnify and hold Ligand and
its Affiliates and their respective agents and employees harmless from and
against any and all suits, claims, actions, demands, liabilities, expenses
and/or losses, including reasonable legal expenses and attorneys' fees
("Losses"), including, without limitation, any claim or liability based upon
negligence, warranty, strict liability, violation of government regulation or
infringement of patent
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Confidential Treatment and filed separately with the Commission.
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or other proprietary rights, arising from or occurring as a result of (a) the
research, development, manufacture, sale or use of Allergan Selected Compounds,
regardless of whether Ligand conducted any such activities with respect to one
or more Allergan Selected Compounds prior to the Closing Date or during the
Transition Period, or (b) subject to Section 11.2 of the License Agreement, any
material breach of this Agreement by Allergan. Allergan shall have no
indemnification obligations hereunder in any case where such Losses are based
upon the gross negligence or willful misconduct of Ligand.
7.2 BY LIGAND. Ligand hereby agrees to indemnify and hold Allergan and
its Affiliates and their respective agents and employees harmless from and
against any and all Losses, including, without limitation, any claim or
liability based upon negligence, warranty, strict liability, violation of
government regulation or infringement of patent or other proprietary rights,
arising from or occurring as a result of (a) the research, development,
manufacture, sale or use of Ligand Selected Compounds, regardless of whether
Allergan conducted any such activities with respect to one or more Ligand
Selected Compounds prior to the Closing Date or during the Transition Period, or
(b) subject to Section 11.2 of the License Agreement, any material breach of
this Agreement by Ligand. Ligand shall have no indemnification obligations
hereunder in any case where such Losses are based upon the gross negligence or
willful misconduct of Allergan.
8. MISCELLANEOUS
8.1 RETAINED RIGHTS. Nothing in this Agreement shall limit in any
respect the right of any Party to conduct research and development in, and
market products outside of, the Field using such Party's technology, and except
as expressly provided in Section 2 of the License Agreement, no license to use
the other Party's technology to do so is granted herein.
8.2 FORCE MAJEURE. No Party shall lose any rights hereunder or be liable
to any other Party for damages or losses on account of failure of performance by
the defaulting Party if the failure is occasioned by Force Majeure and the Force
Majeure shall extend any applicable cure periods provided for herein; provided
that the Party claiming Force Majeure has exerted all reasonable efforts to
avoid or remedy such Force Majeure; provided, further, that in no event shall a
Party be required to settle any labor dispute or disturbance.
8.3 FURTHER ACTIONS. Each Party agrees to execute, acknowledge and
deliver such further instruments, and to do all such other acts, as may be
necessary or appropriate in order to carry out the purposes and intent of this
Agreement.
8.4 NO TRADEMARK RIGHTS. No right, express or implied, is granted by
this Agreement to use in any manner the name "Allergan" or "Ligand" or any other
trade name or trademark of another Party or its Affiliates in connection with
the performance of this Agreement. All rights to the trademarks "PANRETIN" and
"DURARET" shall belong solely to Ligand and/or ALRT. Notwithstanding the
foregoing, no later than forty-five (45) days following the Closing Date the
legal name for ALRT shall be amended by Ligand to remove any reference to
Allergan,
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and both Allergan and Ligand shall have the right to use the acronym "ALRT"
solely for purposes of identifying the following Selected Compounds: 268, 324,
1057, 1550 and 4310.
8.5 NOTICES. All notices and other communications hereunder shall be in
writing and shall be deemed given if delivered personally or by facsimile
transmission (receipt verified), or upon receipt if mailed by registered or
certified mail (return receipt requested), postage prepaid, or sent by express
courier service (receipt verified), to the Parties at the following addresses
(or at such other address for a Party as shall be specified by like notice;
provided, that notices of a change of address shall be effective only upon
receipt thereof):
If to Allergan, addressed to:
Allergan, Inc.
0000 Xxxxxx Xxxxx
Xxxxxx, XX 00000-0000
Attn: Corporate Vice President, General Counsel
With copy to: Corporate Vice President, Science and Technology
fax: (000) 000-0000
If to Ligand or ALRT, addressed to:
Ligand Pharmaceuticals Incorporated
0000 Xxxxx Xxxxxx Xxxxx
Xxx Xxxxx, XX 00000
Attn: Senior Vice President, General Counsel, Government Affairs
With copy to: President
fax: (000) 000-0000
8.6 GOVERNING LAW. This Agreement shall be governed by the laws of the
State of California, as such laws are applied to contracts entered into and to
be performed within such state. Subject to Section 8.15, any claim or
controversy arising out of or related to this contract or any breach hereof
shall be submitted to a court of competent jurisdiction in the State of
California, and the Parties hereby consent to the jurisdiction and venue of such
court. In the event of any proceeding to enforce the provisions of this
Agreement, the prevailing Party shall be entitled to reasonable attorneys' fees
and legal costs.
8.7 WAIVER. Except as specifically provided for herein, the waiver from
time to time by a Party of any of its rights or its failure to exercise any
remedy shall not operate or be construed as a continuing waiver of same or of
any other of such Party's rights or remedies provided in this Agreement.
8.8 SEVERABILITY. If any term, covenant or condition of this Agreement
or the application thereof to any Party or circumstance shall, to any extent, be
held to be invalid or unenforceable, then (i) the remainder of this Agreement,
or the application of such term, covenant
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or condition to parties or circumstances other than those as to which it is held
invalid or unenforceable, shall not be affected thereby and each term, covenant
or condition of this Agreement shall be valid and be enforced to the fullest
extent permitted by law; and (ii) the Parties hereto covenant and agree to
renegotiate any such term, covenant or application thereof in good faith in
order to provide a reasonably acceptable alternative to the term, covenant or
condition of this Agreement or the application thereof that is invalid or
unenforceable, it being the intent of the Parties that the basic purposes of
this Agreement are to be effectuated.
8.9 HEADINGS; AMBIGUITIES. The section and paragraph headings contained
herein are for the purposes of convenience only and are not intended to define
or limit the content of said sections or paragraphs. Ambiguities, if any, in
this Agreement shall not be construed against a Party, irrespective of which
Party may be deemed to have authorized the ambiguous provision.
8.10 ENTIRE AGREEMENT; AMENDMENT. This Agreement (including all exhibits
attached hereto), with the License Agreement, the Mutual General Release and the
Program Agreements, sets forth all the covenants, promises, agreements,
warranties, representations, conditions and understandings between the Parties
hereto with respect to the subject matter hereof, and supersedes and terminates
all prior agreements and understandings between the Parties. There are no
covenants, promises, agreements, warranties, representations, conditions or
understandings, either oral or written, between the Parties other than as set
forth herein and therein. Without limiting the foregoing, effective as of the
Effective Date, the Joint Agreements shall be terminated and of no further force
or effect. No subsequent alteration, amendment, change or addition to this
Agreement shall be binding upon the Parties hereto unless reduced to writing and
signed by the respective authorized officers of the Parties.
8.11 MUTUAL RELEASES. On the Closing Date, the Parties have executed and
delivered a Mutual General Release in the form attached to the License Agreement
as Exhibit I.
8.12 RELATIONSHIP OF THE PARTIES. Nothing contained in this Agreement is
intended or is to be construed to constitute Allergan, Ligand or ALRT as
partners or joint venturers. Except as expressly provided herein (or, with
respect to Ligand and ALRT, as permitted by law), no Party hereto shall have any
express or implied right or authority to assume or create any obligations on
behalf of or in the name of the other Party or to bind any other Party to any
contract, agreement or undertaking with any Third Party.
8.13 SUCCESSORS AND ASSIGNS. Any Party may assign its rights or
obligations under this Agreement to any other Person without the prior written
consent of the other Party; provided, however, that no such assignment shall
relieve any Party of its obligations to another Party under this Agreement.
Subject to the foregoing, any reference to Allergan, Ligand or ALRT hereunder
shall be deemed to include the successors thereto and assigns hereof.
8.14 COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which counterparts, when so executed and delivered, shall
be deemed to be an original, and all of which counterparts, taken together,
shall constitute one and the same instrument. This
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Agreement shall initially constitute an agreement between Allergan and Ligand.
Upon the Closing Date, Ligand and Allergan shall take all actions necessary to
cause ALRT to execute and deliver this Agreement, and ALRT shall thereupon
become a party hereto.
8.15 DISPUTE RESOLUTION. In an effort to resolve informally and amicably
any claim, controversy, or dispute arising out of or related to the
interpretation, performance, or breach of this Agreement or the License
Agreement (a "Dispute") without commencing formal legal action, each Party shall
notify each other Party to the Dispute in writing of any Dispute hereunder that
requires resolution. Such notice shall set forth the nature of the Dispute, the
amount involved, if any, and the remedy sought. Each Party to such Dispute shall
designate an employee to investigate, discuss and seek to settle the matter
between them. If such employees are unable to settle the matter within *** after
delivery of such notification, the matter shall be submitted to the Chief
Executive Officers of each of the Parties involved in such Dispute for
consideration. If settlement cannot be reached through their efforts within an
additional *** (or such longer time period as they shall agree upon in writing)
then any Party may thereafter take such actions as it deems appropriate. During
such *** (or longer period as agreed in writing), the Chief Executive Officers
shall meet no less than once face-to-face. The Parties agree that any applicable
statute of limitations shall be tolled during the pendency of such informal
dispute resolution process and that no Party shall raise or assert any claim of
laches or other legal or equitable principle of limitation or repose of action
based upon such process. The Parties agree that in no event shall any of them be
subject to the awarding of any punitive or exemplary damages in any legal action
arising out of or related to this Agreement or the License Agreement.
[Remainder of This Page Intentionally Left Blank]
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IN WITNESS WHEREOF the Parties have executed this Agreement as of the
date first above written.
ALLERGAN, INC.
By /s/ Xxxxxxx X. Xxxxxxx
--------------------------------------
Xxxxxxx X. Xxxxxxx
Chairman and Chief
Executive Officer
LIGAND PHARMACEUTICALS INCORPORATED
By /s/ Xxxxx X. Xxxxxxxx
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----------------------------------------
Xxxxx X. Xxxxxxxx
President
ALLERGAN LIGAND RETINOID THERAPEUTICS, INC.
By /s/ Xxxxx X. Xxxxxxxx
--------------------------------------
----------------------------------------
Xxxxx X. Xxxxxxxx
President
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EXHIBIT A
RESEARCH CONSULTING AGREEMENTS
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EXHIBIT A
CONFIDENTIAL
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EXHIBIT B
ALRT CLINICAL TRIALS
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22-Aug-97 06:44 A.M.
COMMENTS: 1057 Oral
Indication Status Last Edit Comments
***
***
***
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22-Aug-97 06:44 A.M.
COMMENTS: 1057 Topical
Indication Status Last Edit Comments
***
***
***
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22-Aug-97 06:44 A.M.
INDICATIONS: 1550
INDICATION # OF
PTS STATUS DRUG ROUTE MNGMT SITES START STOP LAST ACCRUAL F/U
***
***
***
*** Draft/Confidential/Not For Distribution ***
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ALRT 1057 Oral Capsules
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INDICATION STATUS
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***
***
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Closed=closed to accrual; Complete=all patients off-study; Protocol=commitments
made; Ongoing=patients on study
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Confidential Treatment and filed separately with the Commission.
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ALRT 1550 Oral Capsules
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INDICATION STATUS
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***
***
***
Closed=closed to accrual; Complete=all patients off-study; Protocol=commitments
made; Ongoing=patients on study
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Confidential Treatment and filed separately with the Commission.
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ACRT 1057 Topical Gel
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INDICATION STATUS
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***
***
***
Closed=closed to accrual; Complete=all patients off-study; Protocol=commitments
made; Ongoing=patients on study
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EXHIBIT C
ALRT ASSETS
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ALLERGAN LIGAND RETINOID THERAPEUTICS, INC. (ALRT)
EXHIBIT C TO TRANSITION AGREEMENT - SCHEDULE OF ASSETS @ SEPTEMBER 24, 1997
(100%) (50%)* (50%)*
ALRT Ligand Allergan
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* Allocation subject to cost-sharing arrangement specified in the Agreement.
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EXHIBIT D
TECHNOLOGY TRANSFER ITEMS
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[LOGO] Allergan
CORPORATE OFFICES
New Products, Science and Technology
FACSIMILE
DATE: September 19, 1997
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TO: ***
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FAX: ***
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FROM ***
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PHONE: *** FAX: ***
------------------------- ----------------------------------
THIS FAX MESSAGE CONSISTS OF THIS COVER SHEET AND 1 PAGE(S).
If you do not receive all of this message or it is not legible, please contact
us at the above telephone number. Our FAX number is (000) 000-0000.
Xxxxxx,
As we discussed yesterday, attached is a memo describing Allergan's priority
technology transfer items. We have tried to limit this list to critical
protocols and reagents that Allergan will need to start running some of the key
assays currently done at Ligand.
Please supply a list of Ligand priorities based on similar criteria. If we can
agree that items on both lists will be transferred prior to closing, we can
include this in the transition agreement.
Best regards.
***
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Confidential Treatment and filed separately with the Commission.
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[LOGO] PHARMACEUTICAL R & D
RETINOID TEAM
INTEROFFICE MEMORANDUM
TO: ***
FROM: ***
RE: Request for reagents & protocols from Ligand
DATE: September 19, 1997
REAGENTS:
***
***
***
PROTOCOLS:
***
***
***
RLC:kg
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[LOGO]
LIGAND PHARMACEUTICALS INCORPORATED
00000 XXXXXXX XXXXXX XXXXX
XXX XXXXX, XXXXXXXXXX 00000
TELEPHONE: (000) 000-0000
FAX NO.: (000) 000-0000
FACSIMILE COVER SHEET
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(INCLUDING COVER SHEET) CONFIDENTIAL
(If you do not receive all of the pages, please call (000) 000-0000)
TO: ***
ALLERGAN, INC. URGENT
FAX: ***
DATE: SEPTEMBER 22, 1997
FROM: ***
Please see attached letter.
This message is intended only for the use of the individual or entity to which
it is addressed, and may contain information that is privileged, confidential
and exempt from disclosure under applicable law. If the reader of this message
is not the intended recipient, or the employee or agent responsible for
delivering the message to the intended recipient, you are hereby notified that
any discrimination, distribution or copying of this communication is strictly
prohibited. If you have received this communication in error, please notify us
immediately by telephone and return the original message to us at the above
address via the U.S. postal service. Thank you.
*** Portions of this page have been omitted pursuant to a request for
Confidential Treatment and filed separately with the Commission.
27
[LOGO]
LIGAND ***
PHARMACEUTICALS ***
***
September 22, 1997
Via facsimile: (000) 000-0000
***
Allergan, Inc.
0000 Xxxxxx Xxxxx
Xxxxxx, XX 00000-0000
***
Please find enclosed our short list of critical reagents and protocols to
include in the priority technology transfer items. It has been prepared in the
spirit of our conversation of Friday to have a very short list of items that can
meet our most immediate critical needs.
Regarding information on compounds on the ALRT database, I would request that
you provide us as soon as possible with the following key priority data to
facilitate the enhancement of the current database. The key information
presently needed is:
1. ***
2. ***
3. ***
It would be extremely useful if those data can be provided in a simple tabular
format or a spread sheet to facilitate quick analysis and evaluation.
Best regards,
***
ANV/dd
Enclosure
Ligand Pharmaceuticals Inc.: 0000 Xxxx Xxxxxx Xxxxx, Xxx Xxxxx, XX 00000 (619)
000-0000 Fax (000) 000-0000
*** Portions of this page have been omitted pursuant to a request for
Confidential Treatment and filed separately with the Commission.
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REAGENTS
***
***
***
PROTOCOLS
***
***
***
***
***
***
*** Portions of this page have been omitted pursuant to a request for
Confidential Treatment and filed separately with the Commission.
