0001193125-10-015246 Sample Contracts

CONTINGENT VALUE RIGHTS AGREEMENT
Contingent Value Rights Agreement • January 28th, 2010 • Metabasis Therapeutics Inc • Pharmaceutical preparations • New York

THIS CONTINGENT VALUE RIGHTS AGREEMENT, dated as of January 27, 2010 (this “Agreement”, is entered into by and among Ligand Pharmaceuticals Incorporated, a Delaware corporation (“Buyer”), Metabasis Therapeutics, Inc., a Delaware corporation (“Target”), David F. Hale, as Stockholders’ Representative (the “Stockholders’ Representative”), and Mellon Investor Services LLC, a New Jersey limited liability company, as Rights Agent (the “Rights Agent”) and as initial Roche CVR Registrar (as defined herein).

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CONTINGENT VALUE RIGHTS AGREEMENT
Contingent Value Rights Agreement • January 28th, 2010 • Metabasis Therapeutics Inc • Pharmaceutical preparations • New York

THIS CONTINGENT VALUE RIGHTS AGREEMENT, dated as of January 27, 2010 (this “Agreement”, is entered into by and among Ligand Pharmaceuticals Incorporated, a Delaware corporation (“Buyer”), Metabasis Therapeutics, Inc., a Delaware corporation (“Target”), David F. Hale, as Stockholders’ Representative (the “Stockholders’ Representative”), and Mellon Investor Services LLC, a New Jersey limited liability company, as Rights Agent (the “Rights Agent”) and as initial Glucagon CVR Registrar (as defined herein).

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