AMENDMENT OF “GENERAL” CONTINGENT VALUE RIGHTS AGREEMENTGeneral Contingent Value Rights Agreement • January 31st, 2011 • Ligand Pharmaceuticals Inc • Pharmaceutical preparations • New York
This Amendment (this “Amendment”) is dated January 26, 2011 and amends that certain “General” Contingent Value Rights Agreement dated as of January 27, 2010 (the “Agreement”) 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 General CVR Registrar. Pursuant to Section 5.2(a) of the Agreement, this Amendment is effective upon the signatures only of Buyer (authorized by a Board Resolution) and the Rights Agent, accompanied by the consent of the Stockholders’ Representative. Pursuant to Section 5.4 of the Agreement, every Holder shall be bound by this Amendment.
