0001193125-08-046720 Sample Contracts

LIGAND PHARMACEUTICALS INCORPORATED RESTRICTED STOCK UNIT GRANT NOTICE AND RESTRICTED STOCK UNIT AGREEMENT
Restricted Stock Unit Agreement • March 5th, 2008 • Ligand Pharmaceuticals Inc • Pharmaceutical preparations • California

Ligand Pharmaceuticals Incorporated, a Delaware corporation (the “Company”), pursuant to its 2002 Stock Incentive Plan (the “Plan”), hereby grants to the holder listed below (“Participant”), an award of restricted stock units (“Restricted Stock Units” or “RSUs”) with respect to the number of shares of the Company’s common stock (the “Shares”). This award for Restricted Stock Units (this “RSU Award”) is subject to all of the terms and conditions as set forth herein and in the Restricted Stock Unit Award Agreement attached hereto as Exhibit A (the “Restricted Stock Unit Agreement”) and the Plan, each of which are incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Grant Notice and the Restricted Stock Unit Agreement.

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AMENDMENT TO RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • March 5th, 2008 • Ligand Pharmaceuticals Inc • Pharmaceutical preparations

THIS AMENDMENT TO RESTRICTED STOCK AGREEMENT (this “Amendment”) is made as of January , 2008, by and between LIGAND PHARMACEUTICALS INCORPORATED, a Delaware corporation (the “Company”), and (“Participant”).

AMENDMENT TO RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • March 5th, 2008 • Ligand Pharmaceuticals Inc • Pharmaceutical preparations

THIS AMENDMENT TO RESTRICTED STOCK AGREEMENT (this “Amendment”) is made as of January 31, 2008, by and between LIGAND PHARMACEUTICALS INCORPORATED, a Delaware corporation (the “Company”), and John L. Higgins (“Participant”).

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