886163--3/3/2010--LIGAND_PHARMACEUTICALS

related topics

{product, candidate, development}

{acquisition, growth, future}

{product, liability, claim}

{tax, income, asset}

{control, financial, internal}

{stock, price, operating}

{property, intellectual, protect}

{operation, international, foreign}

{personnel, key, retain}

{condition, economic, financial}

{provision, law, control}

{cost, regulation, environmental}

{loan, real, estate}

Risks Related To Us and Our Business. Royalties based on sales of AVINZA and PROMACTA represent a substantial portion of our revenues. Our product candidates face significant development and regulatory hurdles prior to marketing which could delay or prevent sales and/or milestone revenue. We rely heavily on collaborative relationships, and any disputes or litigation with our collaborative partners or termination or breach of any of the related agreements could reduce the financial resources available to us, including milestone payments and future royalty revenues. If we consume cash more quickly than expected, and if we are unable to raise additional capital, we may be forced to curtail operations. If, as the result of a merger, or otherwise, our collaborative partners were to change their strategy or the focus of their development and commercialization efforts with respect to our alliance products, the success of our alliance products could be adversely affected. We may not be successful in entering into additional out-license agreements on favorable terms, which may adversely affect our liquidity or require us to alter development plans on our products. Third party intellectual property may prevent us or our partners from developing our potential products and we may owe a portion of any payments we receive from our collaborative partners to one or more third parties. Challenges to or failure to secure patents and other proprietary rights may significantly hurt our business. Our product development involves a number of uncertainties, and we may never generate sufficient collaborative payments and royalties from the development of products to become profitable. We may not be able to hire and/or retain key employees. We will have continuing obligations to indemnify the buyers of our commercial product lines, and may be subject to other liabilities related to the sale of our commercial product lines. If our partners do not reach the market with our alliance products before our competitors offer products for the same or similar uses, or if our partners are not effective in marketing our alliance products, our revenues from product sales, if any, will be reduced. We use hazardous materials, which may expose us to significant liability. Our shareholder rights plan and charter documents may hinder or prevent change of control transactions. We may lose some or all of the value of some of our short-term investments. We may require additional money to run our business and may be required to raise this money on terms which are not favorable to us or which reduce our stock price. Our drug development programs will require substantial additional future funding which could hurt our operational and financial condition. Significant returns of products we sold prior to selling our commercial businesses could harm our operating results. Our results of operations and liquidity needs could be materially negatively affected by market fluctuations and economic downturn. We may be unable to successfully integrate the businesses of Neurogen, Metabasis and/or Pharmacopeia and realize the anticipated benefits of the mergers. Our stock price has been volatile and could experience a sudden decline in value. Any future material weaknesses or deficiencies in our internal control over financial reporting could harm stockholder and business confidence on our financial reporting, our ability to obtain financing and other aspects of our business. Impairment charges pertaining to goodwill, identifiable intangible assets or other long-lived assets from our mergers could have an adverse impact on our results of operations and the market value of our common stock. We may undertake strategic acquisitions in the future and any difficulties from integrating such acquisitions could adversely affect our stock price, operating results and results of operations.

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886163--3/3/2010--LIGAND_PHARMACEUTICALS_INC