x
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
o
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Delaware
|
|
77-0160744
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(State or other jurisdiction of
incorporation or organization)
|
|
(IRS Employer
Identification No.)
|
|
|
|
11119 North Torrey Pines Rd., Suite 200
La Jolla, CA
|
|
92037
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(Address of Principal Executive Offices)
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|
(Zip Code)
|
Title of Each Class
|
Name of Each Exchange on Which Registered
|
Common Stock, par value $.001 per share
|
The NASDAQ Global Market of The NASDAQ Stock Market LLC
|
Preferred Share Purchase Rights
|
The NASDAQ Global Market of The NASDAQ Stock Market LLC
|
Large Accelerated Filer
o
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|
Accelerated Filer
x
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|
Non-accelerated Filer
o
|
|
Smaller reporting company
o
|
|
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(Do not check if a smaller reporting company)
|
|
|
|
|
Part I
|
|
|
Item 1.
|
||
Item 1A.
|
||
Item 1B.
|
||
Item 2.
|
||
Item 3.
|
||
Item 4.
|
||
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Part II
|
|
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Item 5.
|
||
Item 6.
|
||
Item 7.
|
||
Item 7A.
|
||
Item 8.
|
||
Item 9.
|
||
Item 9A.
|
||
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Part III
|
|
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Item 10.
|
||
Item 11.
|
||
Item 12.
|
||
Item 13.
|
||
Item 14.
|
||
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|
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Part IV
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|
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Item 15.
|
||
|
|
Item 1.
|
Business
|
AGGREGATE NET SALES IN EACH CALENDAR YEAR
|
ROYALTY RATE
|
|
Up to, and including $250 million
|
1.5
|
%
|
Above $250 million to $500 million
|
2.0
|
%
|
Above $500 million to $750 million
|
2.5
|
%
|
Above $750 million
|
3.0
|
%
|
Program
|
|
Disease/Indication
|
|
Development
Phase
|
|
|
|
|
|
HepDirect
|
|
Liver Diseases
|
|
Preclinical
|
|
|
|
|
|
Oral Human Granulocyte Colony Stimulating Factor
|
|
Neutropenia
|
|
Preclinical
|
|
|
|
|
|
IRAK-4
|
|
Inflammation
|
|
Preclinical
|
|
|
|
|
|
Glucagon Receptor Antagonist
|
|
Diabetes
|
|
Phase 1
|
|
|
|
|
|
Selective Androgen Receptor Modulator
|
|
Various
|
|
Phase 2-ready
|
|
|
|
|
|
Captisol-Enabled Clopidogrel
|
|
Anti-coagulant
|
|
Phase 3
|
|
|
|
|
|
•
|
Aplindore (Phase 2, Restless Leg/Parkinson’s)
|
•
|
Captisol-enabled Nasal Budesonide (Phase 1, Allergic Rhinitis)
|
•
|
Thyroid Receptor-beta Agonist (Phase 1, Dyslipidemia)
|
•
|
Histamine H3 Receptor Antagonist (Preclinical, Cognitive Disorders)
|
•
|
Glucokinase Activator (Preclinical, Diabetes)
|
•
|
DGAT Inhibitor (Preclinical, Diabetes)
|
•
|
CCR1 Inhibitor (Preclinical, Oncology)
|
•
|
CRTH2 Inhibitor (Preclinical, Inflammation)
|
•
|
Topical JAK3 (Preclinical, Inflammation)
|
•
|
Oral Erythropoietin (Preclinical, Anemia)
|
•
|
Meloxicam (Preclinical, Pain)
|
•
|
Others
|
U.S. Patent No.
|
U.S. Expiration Date
|
Type of Protection
|
Jurisdiction (Expiration Date
‡
)
|
U.S. 6,280,959
|
Oct. 30, 2018
|
composition of matter and use
|
|
U.S. 7,160,870
|
Nov. 20, 2022
|
composition of matter and use
|
EP 1864981 (05/24/21)
EP 1294378 (05/24/21)
JP 3813875 (05/24/21)
|
U.S. 7,332,481
|
May 24, 2021
|
use
|
EP 1889838 (05/24/21)
JP 4546919 (05/24/21)
|
U.S. 7,452,874
|
May 24, 2021
|
composition of matter and use
|
EP 1889838 (05/24/21)
JP 4546919 (05/24/21)
|
U.S. 7,473,686
|
May 24, 2021
|
composition of matter and use
|
EP 1864981 (05/24/21)
EP 1294378 (05/24/21)
JP 3813875 (05/24/21)
|
U.S. 7,547,719
|
Jul. 13, 2025
|
composition of matter and use
|
EP 1534390 (05/21/23)
JP 4612414 (05/21/23)
|
U.S. 7,790,704
|
May 24, 2021
|
use
|
|
U.S. 7,795,293
|
May 21, 2023
|
use
|
|
U.S. 8,052,993
|
Aug. 1, 2027
|
composition of matter and use
|
|
U.S. 8,052,994
|
Aug. 1, 2027
|
composition of matter and use
|
|
U.S. 8,052,995
|
Aug. 1, 2027
|
composition of matter and use
|
|
U.S. 8,062,665
|
Aug. 1, 2027
|
composition of matter and use
|
|
U.S. 8,071,129
|
Aug. 1, 2027
|
composition of matter and use
|
|
U.S. Patent No.
|
U.S. Expiration Date
|
Type of Protection
|
Jurisdiction (Expiration Date
‡
)
|
U.S. 7,232,818
|
Apr. 14, 2025
|
composition of matter
|
EP 1745064 (04/14/25)
|
U.S. 7,417,042
|
Jun. 7, 2026
|
composition of matter
|
EP 1781688 (08/08/25)
JP 4743720 (08/08/25)
|
U.S. 7,491,704
|
Apr. 14, 2025
|
use
|
EP 1745064 (04/14/25)
|
U.S. 7,737,112
|
Dec. 7, 2027
|
composition of matter
|
EP 1819353 (12/07/25)
EP 2260835 (12/07/25)
JP 4990155 (12/07/25)
JP 5108509 (05/09/25)
|
U.S. 8,129,346
|
Dec. 25, 2026
|
use
|
EP 1745064 (04/14/25)
|
U.S. 8,207,125
|
Apr. 14, 2025
|
composition of matter
|
EP 1781688 (08/08/25)
JP 4743720 (08/08/25)
|
U.S. 8,207,126
|
Apr. 14, 2025
|
composition of matter and use
|
|
U.S. 8,207,127
|
Apr. 14, 2025
|
use
|
|
U.S. 8,207,297
|
Apr. 14, 2025
|
composition of matter and use
|
|
U.S. Patent No.
|
U.S. Expiration Date
|
Type of Protection
|
U.S. 6,066,339
|
Nov. 25, 2017
|
composition of matter
|
U.S. Patent No.
|
U.S. Expiration Date
|
Type of Protection
|
Jurisdiction (Expiration Date
‡
)
|
U.S. 8,114,438
|
Mar. 19, 2028
|
composition of matter
|
EP 1755551 (pending)
JP 2013028645 (pending)
|
U.S. 7,629,331
|
Oct. 26, 2025
|
composition of matter
|
EP 1945228 (10/26/25)
|
U.S. 8,049,003
|
Dec. 19, 2026
|
use
|
EP 2581078 (pending)
EP 2583668 (pending)
EP 2335707 (pending)
|
U.S. 7,635,773
|
Mar. 13, 2029
|
composition of matter and use
|
EP 2268269 (pending)
JP 4923144 (04/28/29)
JP 2012072160 (pending)
|
U.S. 8,410,077
|
Sep. 6, 2030*
|
composition of matter
|
EP 2268269 (pending)
JP 4923144 (04/28/29)
JP 2012072160 (pending)
|
ITEM 1A.
|
RISK FACTORS
|
Item 1B.
|
Unresolved Staff Comments
|
Item 2.
|
Properties
|
Item 3.
|
Legal Proceedings
|
Item 4.
|
Mine Safety Disclosures
|
Item 5.
|
Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities
|
|
Price Range
|
||||||
|
High
|
|
Low
|
||||
Year Ended December 31, 2013:
|
|
|
|
||||
1st Quarter
|
$
|
26.93
|
|
|
$
|
19.03
|
|
2nd Quarter
|
38.06
|
|
|
23.50
|
|
||
3rd Quarter
|
50.85
|
|
|
36.82
|
|
||
4th Quarter
|
58.48
|
|
|
43.20
|
|
||
Year Ended December 31, 2012:
|
|
|
|
||||
1st Quarter
|
$
|
18.74
|
|
|
$
|
11.44
|
|
2nd Quarter
|
17.27
|
|
|
11.21
|
|
||
3rd Quarter
|
19.85
|
|
|
15.80
|
|
||
4th Quarter
|
21.75
|
|
|
14.75
|
|
|
12/31/2008
|
|
12/31/2009
|
|
12/31/2010
|
|
12/31/2011
|
|
12/31/2012
|
|
12/31/2013
|
||||||
Ligand
|
100
|
%
|
|
79
|
%
|
|
54
|
%
|
|
72
|
%
|
|
126
|
%
|
|
320
|
%
|
NASDAQ Market (U.S. Companies) Index
|
100
|
%
|
|
145
|
%
|
|
172
|
%
|
|
170
|
%
|
|
201
|
%
|
|
281
|
%
|
NASDAQ Biotechnology Stocks
|
100
|
%
|
|
116
|
%
|
|
134
|
%
|
|
150
|
%
|
|
198
|
%
|
|
329
|
%
|
Item 6.
|
Selected Consolidated Financial Data
|
|
Year Ended December 31,
|
|
|||||||||||||||||
|
(in thousands, except share data)
|
|
|||||||||||||||||
|
2013
|
2012
|
|
2011
|
|
2010
|
|
2009
|
|
||||||||||
Consolidated Statements of Operations Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Royalties
|
$
|
23,584
|
|
$
|
14,073
|
|
|
$
|
9,213
|
|
|
$
|
7,279
|
|
|
$
|
8,334
|
|
|
Material sales
|
19,072
|
|
9,432
|
|
|
12,123
|
|
|
—
|
|
|
—
|
|
|
|||||
Collaborative research and development and other revenues
|
6,317
|
|
7,883
|
|
|
8,701
|
|
|
16,259
|
|
|
30,606
|
|
|
|||||
Total revenues
|
48,973
|
|
31,388
|
|
|
30,037
|
|
|
23,538
|
|
|
38,940
|
|
|
|||||
Cost of material sales
|
5,732
|
|
3,601
|
|
|
4,909
|
|
|
—
|
|
|
—
|
|
|
|||||
Research and development expenses
|
9,274
|
|
10,790
|
|
|
10,291
|
|
|
22,067
|
|
|
39,870
|
|
|
|||||
General and administrative expenses
|
17,984
|
|
15,782
|
|
|
14,583
|
|
|
12,829
|
|
|
15,211
|
|
|
|||||
Lease exit and termination costs
|
560
|
|
1,022
|
|
|
552
|
|
|
16,894
|
|
|
15,235
|
|
|
|||||
Write-off of acquired in-process research and development
|
480
|
|
—
|
|
|
2,282
|
|
|
2,754
|
|
|
442
|
|
|
|||||
Total operating costs and expenses
|
34,030
|
|
31,195
|
|
|
32,617
|
|
|
54,544
|
|
|
70,758
|
|
|
|||||
Accretion of deferred gain on sale leaseback
|
—
|
|
—
|
|
|
1,702
|
|
|
1,702
|
|
|
21,851
|
|
|
|||||
Income (loss) from operations
|
14,943
|
|
193
|
|
|
(878
|
)
|
|
(29,304
|
)
|
|
(9,967
|
)
|
|
|||||
Income (loss) from continuing operations
|
8,832
|
|
(2,674
|
)
|
|
9,712
|
|
|
(12,786
|
)
|
|
(8,337
|
)
|
|
|||||
Discontinued operations (1)
|
2,588
|
|
2,147
|
|
|
3
|
|
|
2,413
|
|
|
6,389
|
|
|
|||||
Net income (loss)
|
11,420
|
|
(527
|
)
|
|
9,715
|
|
|
(10,373
|
)
|
|
(1,948
|
)
|
|
|||||
Basic per share amounts:
|
|
|
|
|
|
|
|
|
|
||||||||||
Income (loss) from continuing operations
|
$
|
0.43
|
|
$
|
(0.14
|
)
|
|
$
|
0.49
|
|
|
$
|
(0.65
|
)
|
|
$
|
(0.44
|
)
|
|
Discontinued operations (1)
|
0.13
|
|
0.11
|
|
|
—
|
|
|
0.12
|
|
|
0.34
|
|
|
|||||
Net income (loss)
|
$
|
0.56
|
|
$
|
(0.03
|
)
|
|
$
|
0.49
|
|
|
$
|
(0.53
|
)
|
|
$
|
(0.10
|
)
|
|
Weighted average number of common shares-basic
|
20,312,395
|
|
19,853,095
|
|
|
19,655,632
|
|
|
19,613,201
|
|
|
18,862,751
|
|
|
|||||
Diluted per share amounts:
|
|
|
|
|
|
|
|
|
|
||||||||||
Income (loss) from continuing operations
|
$
|
0.43
|
|
$
|
(0.14
|
)
|
|
$
|
0.49
|
|
|
$
|
(0.65
|
)
|
|
$
|
(0.44
|
)
|
|
Discontinued operations (1)
|
0.12
|
|
0.11
|
|
|
—
|
|
|
0.12
|
|
|
0.34
|
|
|
|||||
Net income (loss)
|
$
|
0.55
|
|
$
|
(0.03
|
)
|
|
$
|
0.49
|
|
|
$
|
(0.53
|
)
|
|
$
|
(0.10
|
)
|
|
Weighted average number of common shares-diluted
|
20,745,454
|
|
19,853,095
|
|
|
19,713,320
|
|
|
19,613,201
|
|
|
18,862,751
|
|
|
|
December 31,
|
|
|||||||||||||||||
|
2013
|
2012
|
|
2011
|
|
2010
|
|
2009
|
|
||||||||||
|
|
(in thousands)
|
|||||||||||||||||
Consolidated Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash, cash equivalents, short-term investments and restricted cash and investments
|
$
|
17,320
|
|
$
|
15,148
|
|
|
$
|
18,382
|
|
|
$
|
24,038
|
|
|
$
|
54,694
|
|
|
Working capital
|
(4,058
|
)
|
(11,616
|
)
|
|
(11,413
|
)
|
|
3,531
|
|
|
15,994
|
|
|
|||||
Total assets
|
104,713
|
|
104,260
|
|
|
120,583
|
|
|
75,559
|
|
|
141,807
|
|
|
|||||
Current portion of deferred revenue, net
|
116
|
|
486
|
|
|
1,240
|
|
|
—
|
|
|
4,989
|
|
|
|||||
Current portion of deferred gain
|
—
|
|
—
|
|
|
—
|
|
|
1,702
|
|
|
1,702
|
|
|
|||||
Long-term obligations (excludes long-term portions of deferred revenue, net and deferred gain)
|
24,076
|
|
39,967
|
|
|
56,945
|
|
|
36,030
|
|
|
72,350
|
|
|
|||||
Long-term portion of deferred revenue, net
|
2,085
|
|
2,369
|
|
|
3,466
|
|
|
2,546
|
|
|
3,495
|
|
|
|||||
Long-term portion of deferred gain
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,702
|
|
|
|||||
Common stock subject to conditional redemption
|
—
|
|
—
|
|
|
8,344
|
|
|
8,344
|
|
|
8,344
|
|
|
|||||
Accumulated deficit
|
(671,339
|
)
|
(682,759
|
)
|
|
(682,232
|
)
|
|
(691,947
|
)
|
|
(681,574
|
)
|
|
|||||
Total stockholders’ equity (deficit)
|
49,613
|
|
26,485
|
|
|
8,185
|
|
|
(4,849
|
)
|
|
3,744
|
|
|
(1)
|
We sold our Oncology product line (“Oncology”) on October 25, 2006 and we sold our Avinza product line (“Avinza”) on February 26, 2007. The operating results for the Oncology and Avinza product lines have been presented in our consolidated statements of operations as “Discontinued Operations.”
|
Item 7.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
Program
|
|
Disease/Indication
|
|
Development
Phase
|
|
|
|
|
|
HepDirect
|
|
Liver Diseases
|
|
Preclinical
|
Oral Human Granulocyte Colony Stimulating Factor
|
|
Neutropenia
|
|
Preclinical
|
IRAK-4
|
|
Inflammation
|
|
Preclinical
|
Glucagon Receptor Antagonist
|
|
Diabetes
|
|
Phase 1
|
Selective Androgen Receptor Modulator
|
|
Various
|
|
Phase 2-ready
|
Captisol-Enabled Clopidogrel
|
|
Anti-coagulant
|
|
Phase 3
|
|
Payments Due by Period
|
||||||||||||||||||
|
Total
|
|
Less than 1 year
|
|
2-3 years
|
|
4-5 years
|
|
More than 5
years
|
||||||||||
Obligations for uncertain tax positions (1)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Co-promote termination obligations (2)
|
$
|
11,746
|
|
|
$
|
4,329
|
|
|
$
|
6,399
|
|
|
$
|
1,018
|
|
|
$
|
—
|
|
Purchase obligations (3)
|
$
|
7,215
|
|
|
$
|
7,215
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Contingent liabilities (4)
|
$
|
1,618
|
|
|
$
|
1,618
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Note and interest payment obligations
|
$
|
9,364
|
|
|
$
|
9,364
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Operating lease obligations (5)
|
$
|
14,398
|
|
|
$
|
5,524
|
|
|
$
|
7,045
|
|
|
$
|
1,455
|
|
|
$
|
374
|
|
(1)
|
Expected payments related to obligations for uncertain tax positions cannot be reasonably estimated
|
(2)
|
Co-promote termination obligations represent our legal obligation as primary obligor to Organon due to the fact that Organon did not consent to the legal assignment of the co-promote termination obligation to Pfizer. The liability is offset by an asset which represents a non-interest bearing receivable for future payments to be made by Pfizer.
|
(3)
|
Purchase obligations represent our commitments under our supply agreement with Hovione for Captisol purchases.
|
(4)
|
Contingent liabilities to former shareholders and licenseholders are subjective and affected by changes in inputs to the valuation model including management’s assumptions regarding revenue volatility, probability of commercialization of products, estimates of timing and probability of achievement of certain revenue thresholds and developmental and regulatory milestones and affect amounts owed to former license holders and CVR holders. As of December 31, 2013, only those liabilities for revenue sharing payments achieved as a result of 2013 income are included in the table above.
|
(5)
|
We lease office and research facilities that we have fully vacated under operating lease arrangements expiring in July 2015 and August 2016. We sublet portions of these facilities through the end of our lease. As of December 31, 2013, we expect to receive aggregate future minimum lease payments totaling $2.4 million (nondiscounted) over the duration of the sublease agreement as follows and not included in the table above: less than one year, $1.3 million; two to three years, $1.1 million; and more than four years, $0.
|
Item 7A.
|
Quantitative and Qualitative Disclosures About Market Risk
|
Item 8.
|
Consolidated Financial Statements and Supplementary Data
|
|
Page
|
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
|
|
December 31,
|
||||||
|
2013
|
|
2012
|
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
11,639
|
|
|
$
|
12,381
|
|
Short-term investments
|
4,340
|
|
|
—
|
|
||
Accounts receivable, net
|
2,222
|
|
|
4,589
|
|
||
Inventory
|
1,392
|
|
|
1,697
|
|
||
Other current assets
|
959
|
|
|
829
|
|
||
Current portion of co-promote termination payments receivable
|
4,329
|
|
|
4,327
|
|
||
Total current assets
|
24,881
|
|
|
23,823
|
|
||
Restricted cash and investments
|
1,341
|
|
|
2,767
|
|
||
Property and equipment, net
|
867
|
|
|
788
|
|
||
Deferred income taxes
|
—
|
|
|
8
|
|
||
Intangible assets, net
|
53,099
|
|
|
55,912
|
|
||
Goodwill
|
12,238
|
|
|
12,238
|
|
||
Commercial license rights
|
4,571
|
|
|
—
|
|
||
Long-term portion of co-promote termination payments receivable
|
7,417
|
|
|
8,207
|
|
||
Other assets
|
299
|
|
|
517
|
|
||
Total assets
|
$
|
104,713
|
|
|
$
|
104,260
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
3,951
|
|
|
$
|
5,854
|
|
Accrued liabilities
|
5,337
|
|
|
4,961
|
|
||
Current portion of contingent liabilities
|
1,712
|
|
|
356
|
|
||
Current portion of deferred income taxes
|
1,574
|
|
|
1,581
|
|
||
Current portion of note payable
|
9,109
|
|
|
14,835
|
|
||
Current portion of co-promote termination liability
|
4,329
|
|
|
4,327
|
|
||
Current portion of lease exit obligations
|
2,811
|
|
|
3,039
|
|
||
Current portion of deferred revenue
|
116
|
|
|
486
|
|
||
Total current liabilities
|
28,939
|
|
|
35,439
|
|
||
Long-term portion of note payable
|
—
|
|
|
13,443
|
|
||
Long-term portion of co-promote termination liability
|
7,417
|
|
|
8,207
|
|
||
Long-term portion of deferred revenue, net
|
2,085
|
|
|
2,369
|
|
||
Long-term portion of lease exit obligations
|
3,071
|
|
|
5,963
|
|
||
Long-term portion of deferred income taxes
|
1,098
|
|
|
725
|
|
||
Long-term portion of contingent liabilities
|
11,795
|
|
|
10,543
|
|
||
Other long-term liabilities
|
695
|
|
|
1,086
|
|
||
Total liabilities
|
55,100
|
|
|
77,775
|
|
||
Commitments and contingencies-see note
|
|
|
|
|
|
||
Stockholders’ equity:
|
|
|
|
||||
Common stock, $0.001 par value; 33,333,333 shares authorized; 20,468,521 and 21,278,606 shares issued and outstanding at December 31, 2013 and 2012, respectively
|
21
|
|
|
21
|
|
||
Additional paid-in capital
|
718,017
|
|
|
751,503
|
|
||
Accumulated other comprehensive income
|
2,914
|
|
|
—
|
|
||
Accumulated deficit
|
(671,339
|
)
|
|
(682,759
|
)
|
||
Treasury stock, at cost; 0 and 1,118,222 shares at December 31, 2013 and 2012, respectively
|
—
|
|
|
(42,280
|
)
|
||
Total stockholders’ equity
|
49,613
|
|
|
26,485
|
|
||
Total liabilities and stockholders’ equity
|
$
|
104,713
|
|
|
$
|
104,260
|
|
|
Year Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Revenues:
|
|
|
|
|
|
||||||
Royalties
|
$
|
23,584
|
|
|
$
|
14,073
|
|
|
$
|
9,213
|
|
Material Sales
|
19,072
|
|
|
9,432
|
|
|
12,123
|
|
|||
Collaborative research and development and other revenues
|
6,317
|
|
|
7,883
|
|
|
8,701
|
|
|||
Total revenues
|
48,973
|
|
|
31,388
|
|
|
30,037
|
|
|||
Operating costs and expenses:
|
|
|
|
|
|
||||||
Cost of material sales
|
5,732
|
|
|
3,601
|
|
|
4,909
|
|
|||
Research and development
|
9,274
|
|
|
10,790
|
|
|
10,291
|
|
|||
General and administrative
|
17,984
|
|
|
15,782
|
|
|
14,583
|
|
|||
Lease exit and termination costs
|
560
|
|
|
1,022
|
|
|
552
|
|
|||
Write-off of acquired in-process research and development
|
480
|
|
|
—
|
|
|
2,282
|
|
|||
Total operating costs and expenses
|
34,030
|
|
|
31,195
|
|
|
32,617
|
|
|||
Accretion of deferred gain on sale leaseback
|
—
|
|
|
—
|
|
|
1,702
|
|
|||
Income (loss) from operations
|
14,943
|
|
|
193
|
|
|
(878
|
)
|
|||
Other (expense) income:
|
|
|
|
|
|
||||||
Interest expense, net
|
(2,077
|
)
|
|
(2,924
|
)
|
|
(2,297
|
)
|
|||
Increase in contingent liabilities
|
(3,597
|
)
|
|
(1,650
|
)
|
|
(1,013
|
)
|
|||
Other, net
|
(63
|
)
|
|
516
|
|
|
630
|
|
|||
Total other expense, net
|
(5,737
|
)
|
|
(4,058
|
)
|
|
(2,680
|
)
|
|||
Income (loss) from continuing operations before income tax benefit
|
9,206
|
|
|
(3,865
|
)
|
|
(3,558
|
)
|
|||
Income tax (expense) benefit from continuing operations
|
(374
|
)
|
|
1,191
|
|
|
13,270
|
|
|||
Income (loss) from continuing operations
|
8,832
|
|
|
(2,674
|
)
|
|
9,712
|
|
|||
Discontinued operations:
|
|
|
|
|
|
||||||
Gain on sale of Avinza Product Line, net
|
2,588
|
|
|
3,656
|
|
|
—
|
|
|||
Gain on sale of Oncology Product Line, net
|
—
|
|
|
—
|
|
|
3
|
|
|||
Income tax expense on discontinued operations
|
—
|
|
|
(1,509
|
)
|
|
—
|
|
|||
Income from discontinued operations
|
2,588
|
|
|
2,147
|
|
|
3
|
|
|||
Net income (loss)
|
$
|
11,420
|
|
|
$
|
(527
|
)
|
|
$
|
9,715
|
|
Basic per share amounts:
|
|
|
|
|
|
||||||
Income (loss) from continuing operations
|
$
|
0.43
|
|
|
$
|
(0.14
|
)
|
|
$
|
0.49
|
|
Income from discontinued operations
|
0.13
|
|
|
0.11
|
|
|
—
|
|
|||
Net income (loss)
|
$
|
0.56
|
|
|
$
|
(0.03
|
)
|
|
$
|
0.49
|
|
Weighted average number of common shares-basic
|
20,312,395
|
|
|
19,853,095
|
|
|
19,655,632
|
|
|||
Diluted per share amounts:
|
|
|
|
|
|
||||||
Income (loss) from continuing operations
|
$
|
0.43
|
|
|
$
|
(0.14
|
)
|
|
$
|
0.49
|
|
Income from discontinued operations
|
0.12
|
|
|
0.11
|
|
|
—
|
|
|||
Net income (loss)
|
$
|
0.55
|
|
|
$
|
(0.03
|
)
|
|
$
|
0.49
|
|
Weighted average number of common shares-diluted
|
20,745,454
|
|
|
19,853,095
|
|
|
19,713,320
|
|
|
Year Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
|
|
|
|
|
|
||||||
Net income (loss)
|
$
|
11,420
|
|
|
$
|
(527
|
)
|
|
$
|
9,715
|
|
Unrealized net gain (loss) on available-for-sale securities, net of tax of $0
|
2,914
|
|
|
—
|
|
|
(31
|
)
|
|||
Comprehensive income (loss)
|
$
|
14,334
|
|
|
$
|
(527
|
)
|
|
$
|
9,684
|
|
|
Common Stock
|
|
Additional
paid-in
capital
|
|
Accumulated
other
comprehensive
income (loss)
|
|
Accumulated
deficit
|
|
Treasury stock
|
|
Total
stockholders’
equity (deficit)
|
||||||||||||||||||
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
|||||||||||||||||||||
Balance at December 31, 2010
|
20,620,917
|
|
|
$
|
21
|
|
|
$
|
729,271
|
|
|
$
|
31
|
|
|
$
|
(691,947
|
)
|
|
(1,111,999
|
)
|
|
$
|
(42,225
|
)
|
|
$
|
(4,849
|
)
|
Issuance of common stock under employee stock compensation plans, net
|
61,589
|
|
|
—
|
|
|
54
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
54
|
|
||||||
Unrealized net loss on available-for-sale securities
|
—
|
|
|
—
|
|
|
—
|
|
|
(31
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(31
|
)
|
||||||
Repurchase of common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,223
|
)
|
|
(55
|
)
|
|
(55
|
)
|
||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
3,351
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,351
|
|
||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,715
|
|
|
—
|
|
|
—
|
|
|
9,715
|
|
||||||
Balance at December 31, 2011
|
20,682,506
|
|
|
$
|
21
|
|
|
$
|
732,676
|
|
|
$
|
—
|
|
|
$
|
(682,232
|
)
|
|
(1,118,222
|
)
|
|
$
|
(42,280
|
)
|
|
$
|
8,185
|
|
Issuance of common stock under employee stock compensation plans, net
|
180,979
|
|
|
—
|
|
|
1,103
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,103
|
|
||||||
Issuance of common stock, net
|
302,750
|
|
|
—
|
|
|
5,313
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,313
|
|
||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
4,067
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,067
|
|
||||||
Shares released from restriction
|
112,371
|
|
|
—
|
|
|
8,344
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,344
|
|
||||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(527
|
)
|
|
—
|
|
|
—
|
|
|
(527
|
)
|
||||||
Balance at December 31, 2012
|
21,278,606
|
|
|
$
|
21
|
|
|
$
|
751,503
|
|
|
$
|
—
|
|
|
$
|
(682,759
|
)
|
|
(1,118,222
|
)
|
|
$
|
(42,280
|
)
|
|
$
|
26,485
|
|
Issuance of common stock under employee stock compensation plans, net
|
308,137
|
|
|
1
|
|
|
3,127
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,128
|
|
||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
5,666
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,666
|
|
||||||
Retirement of treasury shares
|
(1,118,222
|
)
|
|
(1
|
)
|
|
(42,279
|
)
|
|
—
|
|
|
—
|
|
|
1,118,222
|
|
|
42,280
|
|
|
—
|
|
||||||
Unrealized net gain on available-for-sale securities
|
—
|
|
|
—
|
|
|
—
|
|
|
2,914
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,914
|
|
||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,420
|
|
|
—
|
|
|
—
|
|
|
11,420
|
|
||||||
Balance at December 31, 2013
|
20,468,521
|
|
|
$
|
21
|
|
|
$
|
718,017
|
|
|
$
|
2,914
|
|
|
$
|
(671,339
|
)
|
|
—
|
|
|
$
|
—
|
|
|
$
|
49,613
|
|
|
Year Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Operating activities
|
|
|
|
|
|
||||||
Net income (loss)
|
$
|
11,420
|
|
|
$
|
(527
|
)
|
|
$
|
9,715
|
|
Less: gain from discontinued operations
|
2,588
|
|
|
2,147
|
|
|
3
|
|
|||
Income (loss) from continuing operations
|
8,832
|
|
|
(2,674
|
)
|
|
9,712
|
|
|||
Adjustments to reconcile net income (loss) to net cash used in operating activities:
|
|
|
|
|
|
||||||
Write-off of acquired in-process research and development
|
480
|
|
|
—
|
|
|
2,282
|
|
|||
Non-cash change in estimated fair value of contingent liabilities
|
3,597
|
|
|
1,650
|
|
|
1,888
|
|
|||
Accretion of deferred gain on sale leaseback
|
—
|
|
|
—
|
|
|
(1,702
|
)
|
|||
Depreciation and amortization
|
2,663
|
|
|
2,727
|
|
|
2,790
|
|
|||
Non-cash lease costs
|
—
|
|
|
—
|
|
|
(51
|
)
|
|||
Non-cash milestone revenue
|
—
|
|
|
(1,212
|
)
|
|
—
|
|
|||
Gain (loss) on asset disposal
|
5
|
|
|
(17
|
)
|
|
(456
|
)
|
|||
Stock-based compensation
|
5,666
|
|
|
4,067
|
|
|
3,351
|
|
|||
Deferred income taxes
|
374
|
|
|
(1,204
|
)
|
|
(13,402
|
)
|
|||
Accretion of note payable
|
417
|
|
|
492
|
|
|
286
|
|
|||
Other
|
—
|
|
|
—
|
|
|
5
|
|
|||
Changes in operating assets and liabilities, net of acquisition:
|
|
|
|
|
|
||||||
Accounts receivable, net
|
2,367
|
|
|
1,521
|
|
|
(3,915
|
)
|
|||
Inventory
|
646
|
|
|
1,030
|
|
|
1,114
|
|
|||
Other current assets
|
(130
|
)
|
|
515
|
|
|
4,864
|
|
|||
Other long term assets
|
218
|
|
|
334
|
|
|
605
|
|
|||
Accounts payable and accrued liabilities
|
(2,758
|
)
|
|
(4,801
|
)
|
|
(11,568
|
)
|
|||
Other liabilities
|
(391
|
)
|
|
484
|
|
|
865
|
|
|||
Deferred revenue
|
(654
|
)
|
|
(1,851
|
)
|
|
2,160
|
|
|||
Net cash provided by (used in) operating activities of continuing operations
|
21,332
|
|
|
1,061
|
|
|
(1,172
|
)
|
|||
Net cash used in operating activities of discontinued operations
|
(642
|
)
|
|
(900
|
)
|
|
—
|
|
|||
Net cash provided by (used in) operating activities
|
20,690
|
|
|
161
|
|
|
(1,172
|
)
|
|||
Investing activities
|
|
|
|
|
|
||||||
Purchase of commercial license rights
|
(3,571
|
)
|
|
—
|
|
|
—
|
|
|||
Acquisition of CyDex, net of cash acquired
|
—
|
|
|
—
|
|
|
(32,024
|
)
|
|||
Payments to CVR holders
|
(989
|
)
|
|
(8,049
|
)
|
|
(2,875
|
)
|
|||
Purchases of property, equipment and building
|
(377
|
)
|
|
(595
|
)
|
|
(78
|
)
|
|||
Proceeds from sale of property, and equipment and building
|
3
|
|
|
20
|
|
|
530
|
|
|||
Purchases of short-term investments
|
—
|
|
|
—
|
|
|
(10,000
|
)
|
|||
Proceeds from sale of short-term investments
|
—
|
|
|
10,000
|
|
|
19,346
|
|
|||
Other, net
|
(40
|
)
|
|
(113
|
)
|
|
(31
|
)
|
|||
Net cash (used in) provided by investing activities
|
(4,974
|
)
|
|
1,263
|
|
|
(25,132
|
)
|
|||
Financing activities
|
|
|
|
|
|
||||||
Proceeds from issuance of debt
|
—
|
|
|
7,500
|
|
|
30,000
|
|
|||
Repayment of debt
|
(19,586
|
)
|
|
(10,000
|
)
|
|
—
|
|
|||
Proceeds from issuance of common stock, net
|
—
|
|
|
5,313
|
|
|
—
|
|
|||
Net proceeds from stock option exercises
|
2,974
|
|
|
979
|
|
|
54
|
|
|||
Net proceeds from employee stock purchase program
|
154
|
|
|
124
|
|
|
—
|
|
|||
Share repurchases
|
—
|
|
|
—
|
|
|
(55
|
)
|
|||
Net cash (used in) provided by financing activities
|
(16,458
|
)
|
|
3,916
|
|
|
29,999
|
|
|||
Net (decrease) increase in cash and cash equivalents
|
(742
|
)
|
|
5,340
|
|
|
3,695
|
|
|||
Cash and cash equivalents at beginning of year
|
12,381
|
|
|
7,041
|
|
|
3,346
|
|
Cash and cash equivalents at end of year
|
$
|
11,639
|
|
|
$
|
12,381
|
|
|
$
|
7,041
|
|
Supplemental disclosure of cash flow information
|
|
|
|
|
|
||||||
Cash paid during the year:
|
|
|
|
|
|
||||||
Interest paid
|
$
|
1,816
|
|
|
$
|
2,452
|
|
|
$
|
2,463
|
|
Taxes paid
|
$
|
26
|
|
|
$
|
—
|
|
|
$
|
39
|
|
Supplemental schedule of non-cash investing and financing activities
|
|
|
|
|
|
||||||
Liability for commercial license rights
|
$
|
1,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Accrued inventory purchases
|
$
|
341
|
|
|
$
|
1,426
|
|
|
$
|
—
|
|
Unrealized gain on AFS investments
|
$
|
2,914
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Common stock released from restriction
|
$
|
—
|
|
|
$
|
8,344
|
|
|
$
|
—
|
|
|
Year Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Net income (loss) from continuing operations
|
$
|
8,832
|
|
|
$
|
(2,674
|
)
|
|
$
|
9,712
|
|
Discontinued operations
|
2,588
|
|
|
2,147
|
|
|
3
|
|
|||
Net income (loss)
|
$
|
11,420
|
|
|
$
|
(527
|
)
|
|
$
|
9,715
|
|
Shares used to compute basic income (loss) per share
|
20,312,395
|
|
|
19,853,095
|
|
|
19,655,632
|
|
|||
Dilutive potential common shares:
|
|
|
|
|
|
||||||
Restricted stock
|
352,959
|
|
|
—
|
|
|
—
|
|
|||
Stock options
|
80,100
|
|
|
—
|
|
|
57,688
|
|
|||
Shares used to compute diluted income (loss) per share
|
20,745,454
|
|
|
19,853,095
|
|
|
19,713,320
|
|
|||
Basic per share amounts:
|
|
|
|
|
|
||||||
Income (loss) from continuing operations
|
$
|
0.43
|
|
|
$
|
(0.14
|
)
|
|
$
|
0.49
|
|
Discontinued operations
|
0.13
|
|
|
0.11
|
|
|
—
|
|
|||
Net income (loss)
|
$
|
0.56
|
|
|
$
|
(0.03
|
)
|
|
$
|
0.49
|
|
|
|
|
|
|
|
||||||
Diluted per share amounts:
|
|
|
|
|
|
||||||
Income (loss) from continuing operations
|
$
|
0.43
|
|
|
$
|
(0.14
|
)
|
|
$
|
0.49
|
|
Discontinued operations
|
0.12
|
|
|
0.11
|
|
|
—
|
|
|||
Net income (loss)
|
$
|
0.55
|
|
|
$
|
(0.03
|
)
|
|
$
|
0.49
|
|
|
Cost
|
|
Gross unrealized
gains
|
|
Gross unrealized
losses
|
|
Estimated
fair value
|
||||||||
December 31, 2013
|
|
|
|
|
|
|
|
||||||||
Short-term investments
|
$
|
1,426
|
|
|
$
|
2,914
|
|
|
$
|
—
|
|
|
$
|
4,340
|
|
Certificates of deposit - restricted
|
1,341
|
|
|
—
|
|
|
—
|
|
|
1,341
|
|
||||
|
$
|
2,767
|
|
|
$
|
2,914
|
|
|
$
|
—
|
|
|
$
|
5,681
|
|
December 31, 2012
|
|
|
|
|
|
|
|
||||||||
Available-for-sale securities-restricted
|
$
|
1,426
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,426
|
|
Certificates of deposit-restricted
|
1,341
|
|
|
—
|
|
|
—
|
|
|
1,341
|
|
||||
|
$
|
2,767
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,767
|
|
|
December 31,
|
||||||
|
2013
|
|
2012
|
||||
Lab and office equipment
|
$
|
3,737
|
|
|
$
|
4,374
|
|
Leasehold improvements
|
387
|
|
|
145
|
|
||
Computer equipment and software
|
616
|
|
|
1,150
|
|
||
|
4,740
|
|
|
5,669
|
|
||
Less accumulated depreciation and amortization
|
(3,873
|
)
|
|
(4,881
|
)
|
||
|
$
|
867
|
|
|
$
|
788
|
|
|
December 31,
|
||||||
|
2013
|
|
2012
|
||||
Indefinite lived intangible assets
|
|
|
|
||||
Acquired in-process research and development
|
$
|
12,556
|
|
|
$
|
13,036
|
|
Goodwill
|
12,238
|
|
|
12,238
|
|
||
Definite lived intangible assets
|
|
|
|
||||
Complete technology
|
15,267
|
|
|
15,227
|
|
||
Less: Accumulated amortization
|
(2,235
|
)
|
|
(1,473
|
)
|
||
Trade name
|
2,642
|
|
|
2,642
|
|
||
Less: Accumulated amortization
|
(387
|
)
|
|
(256
|
)
|
||
Customer relationships
|
29,600
|
|
|
29,600
|
|
||
Less: Accumulated amortization
|
(4,344
|
)
|
|
(2,864
|
)
|
||
Total goodwill and other identifiable intangible assets, net
|
$
|
65,337
|
|
|
$
|
68,150
|
|
|
December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Share-based compensation expense as a component of:
|
|
|
|
|
|
||||||
Research and development expenses
|
$
|
1,705
|
|
|
$
|
1,448
|
|
|
$
|
1,072
|
|
General and administrative expenses
|
3,961
|
|
|
2,619
|
|
|
2,279
|
|
|||
|
$
|
5,666
|
|
|
$
|
4,067
|
|
|
$
|
3,351
|
|
Purchase Consideration (in thousands):
|
|
||
Cash paid to CyDex shareholders
|
$
|
31,572
|
|
Estimated fair value of contingent consideration
|
17,585
|
|
|
Total purchase consideration
|
$
|
49,157
|
|
Allocation of Purchase Price (in thousands):
|
|
||
Cash
|
$
|
85
|
|
Accounts receivable
|
1,202
|
|
|
Inventory
|
2,414
|
|
|
In-process research and development
|
3,200
|
|
|
Intangible assets with definite lives
|
47,469
|
|
|
Goodwill
|
11,538
|
|
|
Other assets
|
1,311
|
|
|
Liabilities assumed
|
(18,062
|
)
|
|
|
$
|
49,157
|
|
Fair Value Measurements at Reporting Date Using
|
|||||||||||||||
|
|
|
Quoted Prices in
Active Markets
for Identical
Assets
|
|
Significant
Other
Observable
Inputs
|
|
Significant
Unobservable
Inputs
|
||||||||
|
Total
|
|
(Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Current portion of co-promote termination payments receivable
|
$
|
4,329
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,329
|
|
Short-term investments
|
4,340
|
|
|
4,340
|
|
|
—
|
|
|
—
|
|
||||
Long-term portion of co-promote termination payments receivable
|
7,417
|
|
|
—
|
|
|
—
|
|
|
7,417
|
|
||||
Total assets
|
$
|
16,086
|
|
|
$
|
4,340
|
|
|
$
|
—
|
|
|
$
|
11,746
|
|
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Current portion of contingent liabilities - CyDex
|
$
|
1,712
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,712
|
|
Current portion of co-promote termination liability
|
4,329
|
|
|
—
|
|
|
—
|
|
|
4,329
|
|
||||
Long-term portion of contingent liabilities - Metabasis
|
4,196
|
|
|
4,196
|
|
|
—
|
|
|
—
|
|
||||
Long-term portion of contingent liabilities - CyDex
|
7,599
|
|
|
—
|
|
|
—
|
|
|
7,599
|
|
||||
Liability for restricted investments owed to former licensees
|
651
|
|
|
651
|
|
|
—
|
|
|
—
|
|
||||
Long-term portion of co-promote termination liability
|
7,417
|
|
|
—
|
|
|
—
|
|
|
7,417
|
|
||||
Total liabilities
|
$
|
25,904
|
|
|
$
|
4,847
|
|
|
$
|
—
|
|
|
$
|
21,057
|
|
Fair Value Measurements at Reporting Date Using
|
|||||||||||||||
|
|
|
Quoted Prices in
Active Markets
for Identical
Assets
|
|
Significant
Other
Observable
Inputs
|
|
Significant
Unobservable
Inputs
|
||||||||
|
Total
|
|
(Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Current portion of co-promote termination payments receivable
|
$
|
4,327
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,327
|
|
Available-for-sale securities
|
1,426
|
|
|
—
|
|
|
—
|
|
|
1,426
|
|
||||
Long-term portion of co-promote termination payments receivable
|
8,207
|
|
|
—
|
|
|
—
|
|
|
8,207
|
|
||||
Total assets
|
$
|
13,960
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
13,960
|
|
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Current portion of contingent liabilities - CyDex
|
$
|
356
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
356
|
|
Current portion of co-promote termination liability
|
4,327
|
|
|
—
|
|
|
—
|
|
|
4,327
|
|
||||
Long-term portion of contingent liabilities - CyDex
|
10,543
|
|
|
—
|
|
|
—
|
|
|
10,543
|
|
||||
Liability for restricted investments owed to former licensees
|
214
|
|
|
—
|
|
|
—
|
|
|
214
|
|
||||
Long-term portion of co-promote termination liability
|
8,207
|
|
|
—
|
|
|
—
|
|
|
8,207
|
|
||||
Total liabilities
|
$
|
23,647
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
23,647
|
|
|
|
December 31,
|
||
|
|
2013
|
|
2012
|
Range of annual revenue subject to revenue sharing (1)
|
|
$4.2 million-$19.8 million
|
|
$3.6 million-$28.3 million
|
Revenue volatility
|
|
25%
|
|
25%
|
Average of probability of commercialization
|
|
67.6%
|
|
68.4%
|
Sales beta
|
|
0.60
|
|
0.60
|
Credit rating
|
|
BBB
|
|
BBB
|
Equity risk premium
|
|
6%
|
|
6%
|
(1)
|
Revenue subject to revenue sharing represent management’s estimate of the range of total annual revenue subject to revenue sharing (i.e. annual revenues in excess of
$15 million
) through December 31, 2016, which is the term of the CVR agreement.
|
Assets:
|
|
||
Fair value of level 3 financial instruments as of December 31, 2012
|
$
|
13,960
|
|
Assumed payments made by Pfizer or assignee
|
(3,310
|
)
|
|
Fair value adjustments recorded as unrealized gain on available-for-sale securities
|
2,914
|
|
|
Fair value adjustments to co-promote termination liability
|
2,522
|
|
|
Transfer of available-for-sale investments from level 3 to level 1
|
(4,340
|
)
|
|
Fair value of level 3 financial instrument assets as of December 31, 2013
|
$
|
11,746
|
|
|
|
||
Liabilities
|
|
||
Fair value of level 3 financial instruments as of December 31, 2012
|
$
|
23,647
|
|
Assumed payments made by Pfizer or assignee
|
(3,310
|
)
|
|
Fair value adjustments for amounts owed related to restricted investments and recorded as other expense
|
437
|
|
|
Payments to CVR and other former license holders
|
(989
|
)
|
|
Fair value adjustments to contingent liabilities
|
(599
|
)
|
|
Fair value adjustments to co-promote termination liability
|
2,522
|
|
|
Transfer of liability for restricted investments owed to former licensees from level 3 to level 1
|
(651
|
)
|
|
Fair value of level 3 financial instruments as of December 31, 2013
|
$
|
21,057
|
|
Net present value of payments based on estimated future net Avinza product sales as of December 31, 2011
|
$
|
21,452
|
|
Assumed payments made by Pfizer or assignee
|
(3,479
|
)
|
|
Fair value adjustments due to passage of time
|
(5,439
|
)
|
|
Net present value of payments based on estimated future net Avinza product sales as of December 31, 2012
|
12,534
|
|
|
Assumed payments made by Pfizer or assignee
|
(3,310
|
)
|
|
Fair value adjustments due to passage of time
|
2,522
|
|
|
Total co-promote termination liability as of December 31, 2013
|
11,746
|
|
|
Less: current portion of co-promote termination liability as of December 31, 2013
|
4,329
|
|
|
Long-term portion of co-promote termination liability as of December 31, 2013
|
$
|
7,417
|
|
Operating lease obligations:
|
|
Lease
Termination
Date
|
|
Less than 1
year
|
|
2-3 years
|
|
4-5 years
|
|
More than
5 years
|
|
Total
|
||||||||||
Corporate headquarters-San Diego, CA
|
|
July 2019
|
|
$
|
664
|
|
|
$
|
1,381
|
|
|
$
|
1,455
|
|
|
$
|
374
|
|
|
$
|
3,874
|
|
Bioscience and Technology Business Center-Lawrence, KS
|
|
December 2014
|
|
57
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
57
|
|
|||||
Vacated office and research facility-San Diego, CA
|
|
July 2015
|
|
2,240
|
|
|
1,332
|
|
|
—
|
|
|
—
|
|
|
3,572
|
|
|||||
Vacated office and research facility-Cranbury, NJ
|
|
August 2016
|
|
2,563
|
|
|
4,332
|
|
|
—
|
|
|
—
|
|
|
6,895
|
|
|||||
Total operating lease obligations
|
|
|
|
$
|
5,524
|
|
|
$
|
7,045
|
|
|
$
|
1,455
|
|
|
$
|
374
|
|
|
$
|
14,398
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Sublease payments expected to be received:
|
|
|
|
Less than 1
year
|
|
2-3 years
|
|
4-5 years
|
|
More than
5 years
|
|
Total
|
||||||||||
Office and research facility-San Diego, CA
|
|
July 2015
|
|
$
|
906
|
|
|
$
|
545
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,451
|
|
Office and research facility-Cranbury, NJ
|
|
August 2014 and 2016
|
|
368
|
|
|
575
|
|
|
—
|
|
|
—
|
|
|
943
|
|
|||||
Net operating lease obligations
|
|
|
|
$
|
4,250
|
|
|
$
|
5,925
|
|
|
$
|
1,455
|
|
|
$
|
374
|
|
|
$
|
12,004
|
|
|
For the year ended December 31, 2013
|
||||||||||
|
Ligand
|
|
CyDex
|
|
Total
|
||||||
Net revenues from external customers
|
$
|
21,436
|
|
|
$
|
27,537
|
|
|
$
|
48,973
|
|
Operating income
|
253
|
|
|
14,690
|
|
|
14,943
|
|
|||
Depreciation and amortization expense
|
233
|
|
|
2,430
|
|
|
2,663
|
|
|||
Write-off of in-process research and development
|
—
|
|
|
480
|
|
|
480
|
|
|||
Income tax (expense) benefit from continuing operations
|
(419
|
)
|
|
45
|
|
|
(374
|
)
|
|||
Interest expense, net
|
2,077
|
|
|
—
|
|
|
2,077
|
|
|||
Gain on sale of Avinza Product Line before income taxes
|
2,588
|
|
|
—
|
|
|
2,588
|
|
|||
|
|
|
|
|
|
||||||
|
For the year ended December 31, 2012
|
||||||||||
|
Ligand
|
|
CyDex
|
|
Total
|
||||||
Net revenues from external customers
|
$
|
19,582
|
|
|
$
|
11,806
|
|
|
$
|
31,388
|
|
Operating (loss) income
|
(919
|
)
|
|
1,112
|
|
|
193
|
|
|||
Depreciation and amortization expense
|
222
|
|
|
2,505
|
|
|
2,727
|
|
|||
Interest expense, net
|
2,924
|
|
|
—
|
|
|
2,924
|
|
|||
Income tax benefit from continuing operations
|
1,096
|
|
|
95
|
|
|
1,191
|
|
|||
Gain on sale of Avinza
|
3,656
|
|
|
—
|
|
|
3,656
|
|
|||
Income tax expense from discontinuing operations
|
(1,509
|
)
|
|
—
|
|
|
(1,509
|
)
|
|
December 31, 2013
|
|
December 31, 2012
|
|
|||
Current portion notes payable, 8.64%, due August 1, 2014
|
$
|
6,642
|
|
|
$
|
10,792
|
|
Current portion notes payable, 8.9012%, due August 1, 2014
|
2,467
|
|
|
4,043
|
|
||
Total current portion of notes payable
|
$
|
9,109
|
|
|
$
|
14,835
|
|
Long-term portion notes payable, 8.64%, due August 1, 2014
|
$
|
—
|
|
|
$
|
9,837
|
|
Long-term portion notes payable, 8.9012%, due August 1, 2014
|
—
|
|
|
3,606
|
|
||
Total long-term portion of notes payable
|
$
|
—
|
|
|
$
|
13,443
|
|
Year ending December 31,
|
Amount
|
||
2014
|
$
|
9,365
|
|
|
December 31,
|
||||||
|
2013
|
|
2012
|
||||
Deferred rent
|
350
|
|
|
334
|
|
||
Deposits
|
345
|
|
|
538
|
|
||
Other
|
—
|
|
|
214
|
|
||
|
$
|
695
|
|
|
$
|
1,086
|
|
|
Shares
|
|
Weighted
Average
Exercise
Price
|
|
Weighted
Average
Remaining
Contractual
Term in
Years
|
|
Aggregate
Intrinsic
Value
(In thousands)
|
|||||
Balance at December 31, 2010
|
641,261
|
|
|
$
|
21.36
|
|
|
7.00
|
|
$
|
9
|
|
Granted
|
636,580
|
|
|
9.98
|
|
|
|
|
|
|||
Exercised
|
(6,072
|
)
|
|
9.51
|
|
|
|
|
|
|||
Forfeited
|
(50,782
|
)
|
|
11.95
|
|
|
|
|
|
|||
Cancelled
|
(74,941
|
)
|
|
34.55
|
|
|
|
|
|
|||
Balance at December 31, 2011
|
1,146,046
|
|
|
14.61
|
|
|
7.96
|
|
1,489
|
|
||
Granted
|
714,345
|
|
|
14.72
|
|
|
|
|
|
|||
Exercised
|
(86,588
|
)
|
|
11.31
|
|
|
|
|
|
|||
Forfeited
|
(118,026
|
)
|
|
11.39
|
|
|
|
|
|
|||
Cancelled
|
(29,171
|
)
|
|
24.16
|
|
|
|
|
|
|||
Balance at December 31, 2012
|
1,626,606
|
|
|
14.90
|
|
|
7.83
|
|
11,358
|
|
||
Granted
|
439,929
|
|
|
23.61
|
|
|
|
|
|
|||
Exercised
|
(217,069
|
)
|
|
14.60
|
|
|
|
|
|
|||
Forfeited
|
(73,978
|
)
|
|
16.72
|
|
|
|
|
|
|||
Cancelled
|
(28,779
|
)
|
|
29.87
|
|
|
|
|
|
|||
Balance at December 31, 2013
|
1,746,709
|
|
|
16.79
|
|
|
7.57
|
|
62,705
|
|
||
Exercisable at December 31, 2013
|
977,351
|
|
|
15.69
|
|
|
6.87
|
|
36,232
|
|
||
Options vested and expected to vest as of December 31, 2013
|
1,746,709
|
|
|
$
|
16.79
|
|
|
7.57
|
|
$
|
62,705
|
|
Range of exercise prices
|
Options
outstanding
|
|
Weighted
average
remaining life
in years
|
|
Weighted average
exercise price
|
|
Options
exercisable
|
|
Weighted average
exercise price
|
||||||
$6.82 – $ 10.05
|
459,732
|
|
|
6.97
|
|
$
|
9.94
|
|
|
350,804
|
|
|
$
|
9.92
|
|
10.12 – 13.53
|
113,684
|
|
|
7.90
|
|
11.39
|
|
|
106,070
|
|
|
11.34
|
|
||
14.47 – 14.47
|
489,633
|
|
|
8.11
|
|
14.47
|
|
|
204,019
|
|
|
14.47
|
|
||
16.14 – 21.00
|
199,248
|
|
|
5.21
|
|
18.14
|
|
|
184,301
|
|
|
18.11
|
|
||
21.92 – 87.96
|
484,412
|
|
|
8.50
|
|
26.35
|
|
|
132,157
|
|
|
33.00
|
|
||
6.82 – 87.96
|
1,746,709
|
|
|
7.57
|
|
$
|
16.79
|
|
|
977,351
|
|
|
$
|
15.69
|
|
|
Shares
|
|
Weighted-Average
Grant Date Fair
Value
|
|||
Nonvested at December 31, 2010
|
62,146
|
|
|
$
|
13.60
|
|
Granted
|
119,826
|
|
|
10.07
|
|
|
Vested
|
(59,936
|
)
|
|
12.47
|
|
|
Forfeited
|
(6,530
|
)
|
|
11.71
|
|
|
Nonvested at December 31, 2011
|
115,506
|
|
|
10.63
|
|
|
Granted
|
109,261
|
|
|
13.76
|
|
|
Vested
|
(72,194
|
)
|
|
11.47
|
|
|
Forfeited
|
(11,012
|
)
|
|
11.84
|
|
|
Nonvested at December 31, 2012
|
141,561
|
|
|
12.52
|
|
|
Granted
|
84,547
|
|
|
27.71
|
|
|
Vested
|
(85,681
|
)
|
|
14.59
|
|
|
Forfeited
|
(25,041
|
)
|
|
13.38
|
|
|
Nonvested at December 31, 2013
|
115,386
|
|
|
$
|
21.93
|
|
|
Year Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Current expense (benefit):
|
|
|
|
|
|
||||||
Federal
|
$
|
—
|
|
|
$
|
3
|
|
|
$
|
520
|
|
State
|
33
|
|
|
16
|
|
|
139
|
|
|||
|
33
|
|
|
19
|
|
|
659
|
|
|||
Deferred expense (benefit):
|
|
|
|
|
|
||||||
Federal
|
404
|
|
|
(913
|
)
|
|
(10,803
|
)
|
|||
State
|
(63
|
)
|
|
(297
|
)
|
|
(3,126
|
)
|
|||
|
$
|
374
|
|
|
$
|
(1,191
|
)
|
|
$
|
(13,270
|
)
|
|
December 31,
|
||||||
|
2013
|
|
2012
|
||||
|
(in thousands)
|
||||||
Deferred assets:
|
|
|
|
||||
Net operating loss carryforwards
|
$
|
196,421
|
|
|
$
|
198,445
|
|
Research and AMT credit carryforwards
|
30,092
|
|
|
27,169
|
|
||
Fixed assets and intangibles
|
17,293
|
|
|
23,763
|
|
||
Accrued expenses
|
1,474
|
|
|
1,366
|
|
||
Contingent liabilities
|
582
|
|
|
1,779
|
|
||
Deferred revenue
|
760
|
|
|
1,013
|
|
||
Present value of royalties
|
12,175
|
|
|
10,836
|
|
||
Organon termination asset
|
(4,073
|
)
|
|
(4,503
|
)
|
||
Organon termination liability
|
4,073
|
|
|
4,503
|
|
||
Royalty obligation
|
—
|
|
|
861
|
|
||
Deferred rent
|
1,634
|
|
|
2,635
|
|
||
Lease termination costs
|
—
|
|
|
—
|
|
||
Capital loss carryforwards
|
148
|
|
|
298
|
|
||
Other
|
3,701
|
|
|
1,844
|
|
||
|
264,280
|
|
|
270,009
|
|
||
Valuation allowance for deferred tax assets
|
(249,470
|
)
|
|
(254,870
|
)
|
||
Net deferred tax assets
|
$
|
14,810
|
|
|
$
|
15,139
|
|
Deferred tax liabilities:
|
|
|
|
||||
Retrophin fair value adjustment
|
$
|
(859
|
)
|
|
$
|
—
|
|
Identified intangibles
|
(13,984
|
)
|
|
(15,139
|
)
|
||
Identified indefinite lived intangibles
|
(2,639
|
)
|
|
(2,298
|
)
|
||
Total
|
$
|
(2,672
|
)
|
|
$
|
(2,298
|
)
|
|
Years Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Amounts computed at statutory federal rate
|
$
|
(3,131
|
)
|
|
$
|
1,317
|
|
|
$
|
1,204
|
|
State taxes net of federal benefit
|
(293
|
)
|
|
196
|
|
|
(2
|
)
|
|||
Meals & entertainment
|
(10
|
)
|
|
(8
|
)
|
|
(9
|
)
|
|||
Acquisition related transaction costs
|
—
|
|
|
—
|
|
|
(37
|
)
|
|||
Imputed interest
|
(285
|
)
|
|
(259
|
)
|
|
(255
|
)
|
|||
CVRs
|
(2,027
|
)
|
|
695
|
|
|
(601
|
)
|
|||
Stock-based compensation
|
556
|
|
|
581
|
|
|
(597
|
)
|
|||
Expired NOLs
|
—
|
|
|
(6,847
|
)
|
|
(678
|
)
|
|||
Expired research and development credits
|
641
|
|
|
(1,984
|
)
|
|
(1,200
|
)
|
|||
R&D credit study
|
3,940
|
|
|
—
|
|
|
—
|
|
|||
Change in uncertain tax positions
|
(364
|
)
|
|
830
|
|
|
—
|
|
|||
Rate change for changes in state law
|
(901
|
)
|
|
(3,388
|
)
|
|
—
|
|
|||
Increase in deferred tax assets from completion of 382 analysis
|
(786
|
)
|
|
53,257
|
|
|
—
|
|
|||
Change in valuation allowance
|
3,509
|
|
|
(41,768
|
)
|
|
15,486
|
|
|||
Other
|
(1,223
|
)
|
|
(1,431
|
)
|
|
(41
|
)
|
|||
|
$
|
(374
|
)
|
|
$
|
1,191
|
|
|
$
|
13,270
|
|
Balance at December 31, 2011
|
$
|
8,906
|
|
Additions based on tax positions related to the current year
|
38
|
|
|
Reductions for tax positions of prior years
|
(877
|
)
|
|
Balance at December 31, 2012
|
8,067
|
|
|
Additions based on tax positions related to the current year
|
417
|
|
|
Additions for tax positions of prior years
|
20
|
|
|
Balance at December 31, 2013
|
$
|
8,504
|
|
|
Quarter ended
|
||||||||||||||
|
March 31
|
|
June 30
|
|
September 30
|
|
December 31
|
||||||||
2013
|
|
|
|
|
|
|
|
||||||||
Total revenues
|
$
|
11,651
|
|
|
$
|
9,580
|
|
|
$
|
13,005
|
|
|
$
|
14,737
|
|
Total operating costs and expenses
|
7,719
|
|
|
8,066
|
|
|
9,935
|
|
|
8,310
|
|
||||
Income tax expense
|
(66
|
)
|
|
(110
|
)
|
|
(60
|
)
|
|
(138
|
)
|
||||
Income from continuing operations
|
1,304
|
|
|
3,694
|
|
|
1,965
|
|
|
1,869
|
|
||||
Discontinued operations
|
191
|
|
|
2,397
|
|
|
—
|
|
|
—
|
|
||||
Net income
|
$
|
1,495
|
|
|
$
|
6,091
|
|
|
$
|
1,965
|
|
|
$
|
1,869
|
|
Basic per share amounts:
|
|
|
|
|
|
|
|
||||||||
Income from continuing operations
|
0.06
|
|
|
0.18
|
|
|
0.10
|
|
|
0.09
|
|
||||
Discontinued operations
|
0.01
|
|
|
0.12
|
|
|
—
|
|
|
—
|
|
||||
Net income
|
$
|
0.07
|
|
|
$
|
0.30
|
|
|
$
|
0.10
|
|
|
$
|
0.09
|
|
Diluted per share amounts:
|
|
|
|
|
|
|
|
||||||||
Income from continuing operations
|
0.06
|
|
|
0.18
|
|
|
0.09
|
|
|
0.09
|
|
||||
Income from discontinued operations
|
0.01
|
|
|
0.12
|
|
|
—
|
|
|
—
|
|
||||
Net income
|
$
|
0.07
|
|
|
$
|
0.30
|
|
|
$
|
0.09
|
|
|
$
|
0.09
|
|
Weighted average shares—basic
|
20,189,378
|
|
|
20,258,618
|
|
|
20,357,558
|
|
|
20,442,603
|
|
||||
Weighted average shares—diluted
|
20,280,030
|
|
|
20,427,360
|
|
|
20,843,742
|
|
|
21,056,156
|
|
||||
2012
|
|
|
|
|
|
|
|
||||||||
Total revenues
|
$
|
5,636
|
|
|
$
|
5,742
|
|
|
$
|
6,375
|
|
|
$
|
13,635
|
|
Total operating costs and expenses
|
6,475
|
|
|
7,557
|
|
|
7,800
|
|
|
9,363
|
|
||||
Income tax benefit (expense)
|
35
|
|
|
(338
|
)
|
|
(142
|
)
|
|
1,636
|
|
||||
Income (loss) from continuing operations
|
(738
|
)
|
|
(4,328
|
)
|
|
(194
|
)
|
|
2,586
|
|
||||
Income (loss) from discontinued operations
|
1,871
|
|
|
1,799
|
|
|
—
|
|
|
(1,523
|
)
|
||||
Net income (loss)
|
$
|
1,133
|
|
|
$
|
(2,529
|
)
|
|
$
|
(194
|
)
|
|
$
|
1,063
|
|
Basic and diluted per share amounts:
|
|
|
|
|
|
|
|
||||||||
(Loss) income from continuing operations
|
(0.04
|
)
|
|
(0.22
|
)
|
|
(0.01
|
)
|
|
0.13
|
|
||||
Discontinued operations
|
0.10
|
|
|
0.09
|
|
|
—
|
|
|
(0.08
|
)
|
||||
Net income (loss)
|
$
|
0.06
|
|
|
$
|
(0.13
|
)
|
|
$
|
(0.01
|
)
|
|
$
|
0.05
|
|
Weighted average shares—basic
|
19,709,078
|
|
|
19,749,266
|
|
|
19,917,676
|
|
|
20,034,558
|
|
||||
Weighted average shares—diluted
|
19,738,801
|
|
|
19,749,266
|
|
|
19,917,676
|
|
|
20,124,331
|
|
Item 9.
|
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
|
Item 9A.
|
Controls and Procedures
|
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
|
Item 10.
|
Directors, Executive Officers and Corporate Governance
|
Item 11.
|
Executive Compensation
|
Item 12.
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|
Item 13.
|
Certain Relationships and Related Transactions, and Director Independence
|
Item 14.
|
Principal Accountant Fees and Services
|
Item 15.
|
Exhibits and Financial Statement Schedule
|
Exhibit
Number
|
|
Description
|
|
|
|
2.1
|
|
Agreement and Plan of Merger, dated January 14, 2011 by and among the Company, CyDex Pharmaceuticals, Inc., and Caymus Acquisition, Inc., (incorporated by reference to the Company's Current Report on Form 8-K filed on January 26, 2011).
|
|
|
|
3.1
|
|
Amended and Restated Certificate of Incorporation of the Company. (incorporated by reference to the Company's Registration Statement on Form S-4 (No. 333-58823) filed on July 9, 1998).
|
|
|
|
3.2
|
|
Certificate of Amendment of the Amended and Restated Certificate of Incorporation of the Company, dated June 14, 2000 (incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2000).
|
|
|
|
3.3
|
|
Certificate of Amendment of the Amended and Restated Certificate of Incorporation of the Company, dated June 30, 2004 (incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2004).
|
|
|
|
3.4
|
|
Certificate of Amendment of the Amended and Restated Certificate of Incorporation of the Company, dated November 17, 2010 (incorporated by reference to the Company’s Current Report on Form 8-K filed on November 19, 2010).
|
|
|
|
3.5
|
|
Amended Certificate of Designation of Rights, Preferences and Privileges of Series A Participating Preferred Stock of the Company (incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 1999).
|
|
|
|
3.6
|
|
Second Amended and Restated Bylaws of the Company (incorporated by reference to the Company’s Current Report on Form 8-K filed on April 12, 2013).
|
|
|
|
4.1
|
|
Specimen stock certificate for shares of the common stock of the Company (incorporated by reference to the Company’s Registration Statement on Form S-1 (No. 33-47257) filed on April 16, 1992 as amended).
|
|
|
|
4.2
|
|
2006 Preferred Shares Rights Agreement, by and between the Company and Mellon Investor Services LLC, dated October 13, 2006 (incorporated by reference to the Company’s Current Report Form 8-K filed on October 17, 2006).
|
|
|
|
4.3
|
|
First Amendment to 2006 Preferred Shares Rights Agreement, by and between the Company and Computershare Shareowner Services LLC (f/k/a Mellon Investor Services LLC), dated June 19, 2013 (incorporated by reference to the Company’s Current Report on Form 8-K filed on June 20, 2013).
|
|
|
|
Exhibit
Number
|
|
Description
|
10.1#
|
|
Form of Indemnification Agreement between the Company and each of its directors (incorporated by reference to the Company’s Registration Statement on Form S-1 (No. 33-47257) filed on April 16, 1992 as amended).
|
|
|
|
10.2#
|
|
Form of Indemnification Agreement between the Company and each of its officers (incorporated by reference to the Company’s Registration Statement on Form S-1 (No. 33-47257) filed on April 16, 1992 as amended).
|
|
|
|
10.3#
|
|
2002 Stock Incentive Plan (as amended and restated through May 31, 2012) (incorporated by reference to the Company’s Registration Statement on Form S-8 filed on July 5, 2012 as amended).
|
|
|
|
10.4#
|
|
2002 Employee Stock Purchase Plan (as amended effective July 1, 2009) (incorporated by reference to the Company’s Registration Statement on Form S-8 filed on June 22, 2009).
|
|
|
|
10.5#
|
|
Form of Stock Option Grant Notice and Stock Option Agreement under the Company’s 2002 Stock Incentive Plan
|
|
|
|
10.6#
|
|
Form of Restricted Stock Unit Grant Notice and Restricted Stock Unit Agreement under the Company’s 2002 Stock Incentive Plan (incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2003).
|
|
|
|
10.7#
|
|
Form of Stock Issuance Agreement for non-employee directors under the Company’s 2002 Stock Incentive Plan (incorporated by reference to the Company’s Registration Statement on Form S-1 (no. 333-131029) filed on January 13, 2006 as amended).
|
|
|
|
10.8#
|
|
Form of Letter Agreement regarding Change of Control Severance Benefits between the Company and its officers (incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2006).
|
|
|
|
10.9#
|
|
Form of Executive Officer Change in Control Severance Agreement (incorporated by reference to the Company’s Current Report on Form 8-K filed on August 22, 2007).
|
|
|
|
10.10#
|
|
Amended and Restated Severance Plan, dated December 20, 2008 (incorporated by reference to the Company’s Current Report on Form 8-K filed on December 24, 2012).
|
|
|
|
10.11#
|
|
Amended and Restated Director Compensation and Stock Ownership Policy, effective as of June 1, 2011 (incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2011).
|
|
|
|
10.12#
|
|
Letter Agreement by and between the Company and John L. Higgins, dated January 10, 2007 (incorporated by reference to the Company’s Current Report on Form 8-K filed on January 16, 2007).
|
|
|
|
10.13#
|
|
Letter Agreement by and between the Company and John P. Sharp, dated March 30, 2007 (incorporated by reference to the Company’s Current Report on Form 8-K filed on May 4, 2007).
|
|
|
|
10.14
|
|
Stock Purchase Agreement, dated September 9, 1992, between the Company and Glaxo, Inc. (incorporated by reference to the Company’s Registration Statement on Form S-1 (No. 33-47257) filed on April 16, 1992 as amended).
|
|
|
|
10.15†
|
|
Research and Development Agreement, dated September 9, 1992, between the Company and Glaxo, Inc. (incorporated by reference to the Company’s Registration Statement on Form S-1 (No. 33-47257) filed on April 16, 1992 as amended).
|
|
|
|
10.16†
|
|
Option Agreement, dated September 2, 1994, between the Company and American Home Products Corporation, as represented by its Wyeth-Ayerst Research Division (incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 1994).
|
|
|
|
10.17†
|
|
Research, Development and License Agreement, dated December 29, 1994, between SmithKline Beecham Corporation and the Company (incorporated by reference to the Registration Statement on Form S-1/S-3 (No. 33-87598 and 33-87600) filed on December 20, 1994, as amended).
|
|
|
|
10.18†
|
|
Letter of Agreement, dated September 28, 1998, among the Company, Elan Corporation, plc and Elan International Services, Ltd. (incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 1998).
|
|
|
|
10.19†
|
|
Amended and Restated License and Supply Agreement, dated December 6, 2002, between the Company, Elan Corporation, plc and Elan Management Limited (incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2002).
|
|
|
|
Exhibit
Number
|
|
Description
|
10.20†
|
|
Stock Purchase Agreement by and between the Company and Warner-Lambert Company dated September 1, 1999 (incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 1999).
|
|
|
|
10.21†
|
|
License Agreement, effective June 30, 1999, by and between the Company and X-Ceptor Therapeutics, Inc. (incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 1999).
|
|
|
|
10.22
|
|
Purchase Agreement, dated March 6, 2002, between the Company and Pharmaceutical Royalties International (Cayman) Ltd. (incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2002).
|
|
|
|
10.23
|
|
Amendment Number 1 to Purchase Agreement, dated July 29, 2002, between the Company and Pharmaceutical Royalties International (Cayman) Ltd. (incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2002).
|
|
|
|
10.24
|
|
Amendment Number 2 to Purchase Agreement, dated December 19, 2002, between the Company and Pharmaceuticals Royalties International (Cayman) Ltd. (incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2002).
|
|
|
|
10.25†
|
|
Amendment Number 3 to Purchase Agreement, dated December 30, 2002, between the Company and Pharmaceuticals Royalties International (Cayman) Ltd. (incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2002).
|
|
|
|
10.26†
|
|
Purchase Agreement, dated December 30, 2002, between the Company and Pharmaceuticals Royalties International (Cayman) Ltd. (incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2002).
|
|
|
|
10.27†
|
|
Co-Promotion Agreement, dated January 1, 2003, by and between the Company and Organon Pharmaceuticals USA Inc. (incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2003).
|
|
|
|
10.28†
|
|
Option Agreement Between Investors Trust & Custodial Services (Ireland) Ltd., as Trustee for Royalty Pharma, Royalty Pharma Finance Trust and the Company, dated October 1, 2003 (incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2003).
|
|
|
|
10.29†
|
|
Amendment to Purchase Agreement Between Royalty Pharma Finance Trust and the Company, dated October 1, 2003 (incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2003).
|
|
|
|
10.30
|
|
Amendment Number 1 to the Option Agreement between Investors Trust & Custodial Services (Ireland) Ltd., solely in its capacity as Trustee for Royalty Pharma, Royalty Pharma Finance Trust and the Company, dated November 5, 2004 (incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2004).
|
|
|
|
10.31
|
|
Amendment to Purchase Agreement between Royalty Pharma Finance Trust, the Company and Investors Trust and Custodial Services (Ireland) Ltd., solely in its capacity as Trustee of Royalty Pharma, dated November 5, 2004 (incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2004).
|
|
|
|
10.32†
|
|
Amended and Restated Research, Development and License Agreement, dated December 1, 2005, between the Company and Wyeth (formerly American Home Products Corporation) (incorporated by reference to the Company’s Registration Statement on Form S-1 (no. 333-131029) filed on January 13, 2006 as amended).
|
|
|
|
10.33
|
|
Termination and Return of Rights Agreement between the Company and Organon USA Inc., dated January 1, 2006 (incorporated by reference to the Amendment to the Company’s Registration Statement on Form S-1 (No. 333-1031029) filed on February 10, 2006).
|
|
|
|
10.34
|
|
Purchase Agreement, by and between the Company, King Pharmaceuticals, Inc. and King Pharmaceuticals Research and Development, Inc., dated September 6, 2006 (incorporated by reference to the Company’s Current Report Form 8-K filed on September 11, 2006).
|
|
|
|
10.35
|
|
Loan Agreement by and between the Company and King Pharmaceuticals, 303 Inc., dated October 12, 2006 (incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2006).
|
|
|
|
Exhibit
Number
|
|
Description
|
10.36
|
|
Letter Agreement by and between the Company and King Pharmaceuticals, Inc. effective as of December 29, 2006 (incorporated by reference to the Company’s Current Report on Form 8-K filed on January 5, 2007).
|
|
|
|
10.37
|
|
Amendment Number 2 to Purchase Agreement, by and between the Company and King Pharmaceuticals, Inc., effective February 26, 2007 (incorporated by reference to the Company’s Current Report on Form 8-K filed on February 28, 2007).
|
|
|
|
10.38
|
|
Purchase Agreement, by and among the Company, Seragen, Inc., Eisai Inc. and Eisai Co., Ltd., dated September 7, 2006 (incorporated by reference to the Company’s Current Report Form 8-K filed on September 11, 2006).
|
|
|
|
10.39
|
|
Purchase Agreement and Escrow Instructions by and between Nexus Equity VI, LLC, the Company and Slough Estates USA Inc., dated October 25, 2006 (incorporated by reference to the Company’s Current Report on Form 8-K filed on October 31, 2006).
|
|
|
|
10.40
|
|
Lease, dated July 6, 1994, between the Company and Chevron/Nexus partnership, First Amendment to Lease dated July 6, 1994 (incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 1995).
|
|
|
|
10.41
|
|
Sublease Agreement between the Company and eBIOSCIENCE, INC., dated as of December 16, 2007 (incorporated by reference to the Company’s Current Report on Form 8-K filed on December 19, 2007).
|
|
|
|
10.42
|
|
Lease, dated August 20, 2003, between Pharmacopeia, Inc. and Eastpark at 8A (Building 1000) (incorporated by reference to the Company’s Annual Report on Form 10-K for the period ended December 31, 2008).
|
|
|
|
10.43
|
|
Amendment to Lease, dated September 10, 2007, between Pharmacopeia, Inc. and Eastpark at 8A (Building 1000) (incorporated by reference to Pharmacopeia, Inc.’s Quarterly Report on Form 10-Q for the period ended September 30, 2007, File No. 000-50523).
|
|
|
|
10.44
|
|
Lease, dated August 20, 2003, between Pharmacopeia, Inc. and Eastpark at 8A (Building 3000) (incorporated by reference to the Company’s Annual Report on Form 10-K for the period ended December 31, 2008).
|
|
|
|
10.45
|
|
Amendment to Lease, dated April 18, 2007, between Pharmacopeia, Inc. and Eastpark at 8A (Building 3000) (incorporated by reference to Pharmacopeia, Inc.’s Quarterly Report on Form 10-Q for the period ended September 30, 2007, File No. 000-50523).
|
|
|
|
10.46
|
|
Lease, between the Company and HCP TPSP, LLC, dated August 7, 2009 (incorporated by reference to the Company’s Current Report on Form 8-K filed on August 11, 2009).
|
|
|
|
10.47
|
|
Lease Termination Agreement, between the Company and TPSC IX, LLC, dated August 7, 2009 (incorporated by reference to the Company’s Current Report on Form 8-K filed on August 11, 2009).
|
|
|
|
10.48
|
|
Lease Agreement, dated September 5, 2011, between the Company and ARE-SD Region No. 24, LLC (incorporated by reference to the Company’s Current Report on Form 8-K filed on September 9, 2011).
|
|
|
|
10.49
|
|
Amendment to Lease Agreement, dated November 1, 2011, between the Company and HCP TPSP, LLC (incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2011).
|
|
|
|
10.50†
|
|
Collaboration and License Agreement, dated July 9, 2003 and effective August 8, 2003, between Pharmacopeia, Inc. and Schering-Plough Ltd. (incorporated by reference to the Company’s Annual Report on Form 10-K for the period ended December 31, 2008).
|
|
|
|
10.51†
|
|
Collaboration and License Agreement, dated July 9, 2003 and effective August 8, 2003, between Pharmacopeia, Inc. and Schering Corporation (incorporated by reference to the Company’s Annual Report on Form 10-K for the period ended December 31, 2008).
|
|
|
|
10.52
|
|
Amendment No. 1, dated July 27, 2006, to the Collaboration and License Agreements, effective as of July 9, 2003, between (i) Pharmacopeia, Inc. and Schering Corporation and (ii) Pharmacopeia, Inc. and Schering-Plough Ltd. (incorporated by reference to Pharmacopeia, Inc.’s Current Report on Form 8-K filed on August 2, 2006, File No. 000-50523).
|
|
|
|
10.53
|
|
License Agreement, dated March 27, 2006, between Pharmacopeia, Inc. and Bristol-Myers Squibb Company (incorporated by reference to Pharmacopeia, Inc.’s Quarterly Report on Form 10-Q for the period ended March 31, 2006, File No. 000-50523).
|
|
|
|
Exhibit
Number
|
|
Description
|
10.54
|
|
License Agreement, dated October 11, 2007, between Bristol-Myers Squibb Company and Pharmacopeia, Inc. (Filed as Exhibit 10.45) (File No. 000-50523) (incorporated by reference to Pharmacopeia, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2007, File No. 000-50523).
|
|
|
|
10.55
|
|
Contingent Value Rights Agreement, dated December 23, 2008, among the Company, Pharmacopeia, Inc. and Mellon Investor Services LLC (incorporated by reference to Pharmacopeia, Inc.’s Current Report on Form 8-K filed on December 23, 2008, File No. 000-50523).
|
|
|
|
10.56†
|
|
License Agreement, dated December 17, 2008, between the Company and SmithKline Beecham Corporation, doing business as GlaxoSmithKline (incorporated by reference to the Company’s Annual Report on Form 10-K for the period ended December 31, 2008).
|
|
|
|
10.57
|
|
Settlement Agreement and Mutual Release, by and between the Company and The Rockefeller University, dated February 11, 2009 (incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2009).
|
|
|
|
10.58
|
|
Research Collaboration Termination Agreement, between the Company and N.V. Organon, dated July 29, 2009 (incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2009).
|
|
|
|
10.59
|
|
Contingent Value Rights Agreement, dated December 23, 2009, among the Company, Neurogen Corporation, Registrar and Transfer Company, and Merck CVR Registrar (incorporated by reference to the Company’s Current Report on Form 8-K filed on December 24, 2009).
|
|
|
|
10.60
|
|
TR Beta Contingent Value Rights Agreement, dated January 27, 2010, among the Company, Metabasis Therapeutics, Inc., David F. Hale and Mellon Investor Services LLC (incorporated by reference to the Company’s Current Report on Form 8-K filed on January 28, 2010).
|
|
|
|
10.61
|
|
Glucagon Contingent Value Rights Agreement, dated January 27, 2010, among the Company, Metabasis Therapeutics, Inc., David F. Hale and Mellon Investor Services LLC (incorporated by reference to the Company’s Current Report on Form 8-K filed on January 28, 2010).
|
|
|
|
10.62
|
|
General Contingent Value Rights Agreement, dated January 27, 2010, among the Company, Metabasis Therapeutics, Inc., David F. Hale and Mellon Investor Services LLC (incorporated by reference to the Company’s Current Report on Form 8-K filed on January 28, 2010).
|
|
|
|
10.63
|
|
Amendment of General Contingent Value Rights Agreement, dated January 26, 2011, among the Company, Metabasis Therapeutics, Inc., David F. Hale and Mellon Investor Services LLC (incorporated by reference to the Company’s Current Report on Form 8-K filed on January 31, 2011.
|
|
|
|
10.64
|
|
Purchase and Sale Agreement, dated May 18, 2010, between the Company and The Genaera Liquidating Trust (incorporated by reference to the Company’s Current Report on Form 8-K filed on May 24, 2010).
|
|
|
|
10.65
|
|
Purchase Agreement, dated May 20, 2010, between the Company and Biotechnology Value Fund, L.P., on its own behalf and on behalf of Biotechnology Value Fund II, L.P. and Investment 10, L.L.C. (incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2010).
|
|
|
|
10.66
|
|
Asset Purchase Agreement, dated July 30, 2010, between Wyeth LLC, Pharmacopeia, Inc. and the Company (incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2010).
|
|
|
|
10.67
|
|
Contingent Value Rights Agreement, by and among the Company, CyDex Pharmaceuticals, Inc., and Allen K. Roberson and David Poltack, acting jointly as Shareholders’ Representative, dated January 14, 2011 (incorporated by reference to the Company’s Current Report on Form 8-K filed on January 26, 2011).
|
|
|
|
10.68
|
|
Loan and Security Agreement, dated January 24, 2011, between the Company and Oxford Finance Corporation (incorporated by reference to the Company’s Current Report on Form 8-K filed on January 26, 2011).
|
|
|
|
10.69
|
|
First Amendment to Loan and Security Agreement, dated April 29, 2011, between the Company and Oxford Finance LLC (incorporated by reference to the Company’s Current Report on Form 8-K filed on April 29, 2011).
|
|
|
|
10.70
|
|
Joinder and Second Amendment, dated October 28, 2011, between the Company and Oxford Finance LLC (incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2011).
|
Exhibit
Number
|
|
Description
|
|
|
|
10.71
|
|
Fourth Amendment to Loan and Security Agreement, dated January 23, 2012, between the Company and Oxford Finance LLC (incorporated by reference to the Company’s Current Report on Form 8-K filed on January 26, 2012).
|
|
|
|
10.72
|
|
Sixth Amendment to Loan and Security Agreement, dated March 22, 2013, by and between the Company and Oxford Finance LLC (incorporated by reference to the Company’s Current Report on Form 8-K filed on March 25, 2013).
|
|
|
|
10.73
|
|
Loan and Security Agreement, by and between the Company and Square 1 Bank, dated March 31, 2011 (incorporated by reference to the Company’s Current Report on Form 8-K filed on April 4, 2011).
|
|
|
|
10.74
|
|
First Amendment to Loan and Security Agreement, by and between the Company and Square 1 Bank, dated April 29, 2011 (incorporated by reference to the Company’s Current Report on Form 8-K filed on April 29, 2011).
|
|
|
|
10.75†
|
|
Supply Agreement, dated December 20, 2002, among CyDex Pharmaceuticals, Inc., Hovione LLC, Hovione FarmaCiencia S.A., Hovione Pharmascience Limited, and Hovione International Limited (incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2010).
|
|
|
|
10.76†
|
|
First Amendment to Supply Agreement, dated July 29, 2005, among CyDex Pharmaceuticals, Inc., Hovione LLC, Hovione FarmaCiencia S.A., Hovione Pharmascience Limited, and Hovione International Limited (incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2010).
|
|
|
|
10.77
|
|
2nd Amendment to Supply Agreement, dated March 1, 2007, among CyDex Pharmaceuticals, Inc., Hovione LLC, Hovione FarmaCiencia S.A., Hovione Pharmascience Limited, and Hovione International Limited (incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2010).
|
|
|
|
10.78†
|
|
3rd Amendment to Supply Agreement, dated January 25, 2008, among CyDex Pharmaceuticals, Inc., Hovione LLC, Hovione FarmaCiencia S.A., Hovione Pharmascience Limited, and Hovione International Limited (incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2010).
|
|
|
|
10.79†
|
|
4th Amendment to Supply Agreement, dated September 28, 2009, among CyDex Pharmaceuticals, Inc., Hovione LLC, Hovione FarmaCiencia S.A., Hovione Pharmascience Limited, and Hovione International Limited (incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2010).
|
|
|
|
10.80†
|
|
License Agreement, dated September 3, 1993, between CyDex Pharmaceuticals, Inc. and The University of Kansas (incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2010).
|
|
|
|
10.81†
|
|
Second Amendment to the License Agreement, dated August 4, 2004, between CyDex Pharmaceuticals, Inc. and The University of Kansas (incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2010).
|
|
|
|
10.82†
|
|
Acknowledgement Agreement, dated March 3, 2008, between CyDex Pharmaceuticals, Inc. and The University of Kansas (incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2010).
|
|
|
|
10.83†
|
|
Exclusive License Agreement, dated June 4, 1996, between Pfizer, Inc. and CyDex Pharmaceuticals, Inc. (incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2010).
|
|
|
|
10.84†
|
|
Nonexclusive License Agreement, dated June 4, 1996, between Pfizer, Inc. and CyDex Pharmaceuticals, Inc. (incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2010).
|
|
|
|
10.85†
|
|
Addendum to Nonexclusive License Agreement, dated December 11, 2001, between CyDex Pharmaceuticals, Inc. and Pfizer, Inc. (incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2010).
|
|
|
|
10.86†
|
|
License Agreement, dated January 4, 2006, between CyDex Pharmaceuticals, Inc. and Prism Pharmaceuticals (incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2010).
|
|
|
|
Exhibit
Number
|
|
Description
|
10.87†
|
|
Amendment to License Agreement, dated May 12, 2006, between CyDex Pharmaceuticals, Inc. and Prism Pharmaceuticals (incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2010).
|
|
|
|
10.88†
|
|
Supply Agreement, dated March 5, 2007, between CyDex Pharmaceuticals, Inc. and Prism Pharmaceuticals (incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2010).
|
|
|
|
10.89†
|
|
License and Supply Agreement, dated October 12, 2005, between CyDex Pharmaceuticals, Inc. and Proteolix, Inc. (Filed as Exhibit 10.22)(File No. 000-28298) (incorporated by reference to Onyx Pharmaceuticals, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2009, File No. 000-28298).
|
|
|
|
10.90†
|
|
Amended and Restated License Agreement, dated October 31, 2012, between the Company and Chiva Pharmaceuticals, Inc. (incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2012).
|
|
|
|
10.91†
|
|
Settlement Agreement and Mutual Release, dated October 31, 2012, between the Company and Chiva Pharmaceuticals, Inc. (incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2012).
|
|
|
|
10.92†
|
|
Supply Agreement, dated June 13, 2011 by and between CyDex Pharmaceuticals, Inc. and Merck (incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2011).
|
|
|
|
10.93
|
|
License Agreement, dated September 5, 2011, between the Company and ARE-3535/3565 General Atomics Court, LLC (incorporated by reference to the Company’s Current Report on Form 8-K filed on September 9, 2011).
|
|
|
|
10.94
|
|
Letter Agreement, dated September 29, 2011, between the Company and Biotechnology Value Fund, L.P. (incorporated by reference to the Company’s Current Report on Form 8-K filed on September 30, 2011).
|
|
|
|
10.95
|
|
Amended Letter Agreement, dated June 19, 2013, between the Company and Biotechnology Value Fund, L.P. (incorporated by reference to the Company’s Current Report on Form 8-K filed on June 20, 2013).
|
|
|
|
10.96†
|
|
License Agreement, by and between CyDex and Spectrum Pharmaceuticals, Inc., dated as of March 8, 2013 (incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the Period ended March 31, 2013).
|
|
|
|
10.97†
|
|
Supply Agreement, by and between CyDex and Spectrum Pharmaceuticals, Inc., dated as of March 8, 2013 (incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the Period ended March 31, 2013).
|
|
|
|
10.98†
|
|
Royalty Stream and Milestone Payments Purchase Agreement, dated April 29, 2013, between the Company and Selexis S.A. (incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the Period ended June 30, 2013).
|
|
|
|
10.99†
|
|
License Agreement dated July 17, 2013 between the Company and Azure Biotech, Inc. (incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the Period ended September 30, 2013).
|
|
|
|
10.100†
|
|
Exclusive License and Distribution Agreement dated July 23, 2013 between the Company and Ethicor Pharmaceuticals, Ltd. (incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the Period ended September 30, 2013).
|
|
|
|
10.101†
|
|
License Agreement dated August 12, 2013 between CyDex Pharmaceuticals, Inc. and CURx Pharmaceuticals, Inc. (incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the Period ended September 30, 2013).
|
|
|
|
10.102†
|
|
Supply Agreement dated August 12, 2013 between CyDex Pharmaceuticals, Inc. and CURx Pharmaceuticals, Inc. (incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the Period ended September 30, 2013).
|
|
|
|
14.1
|
|
Code of Business Conduct and Ethics (incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2003).
|
|
|
|
21.1
|
|
Subsidiaries of the Company (incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2011).
|
|
|
|
23.1
|
|
Consent of independent registered public accounting firm-Grant Thornton LLP
|
|
|
|
Exhibit
Number
|
|
Description
|
24.1
|
|
Power of Attorney (See page 86).
|
|
|
|
31.1
|
|
Certification by Principal Executive Officer, Pursuant to Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
31.2
|
|
Certification by Principal Financial Officer, Pursuant to Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
32.1
|
|
Certification by Principal Executive Officer, Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
32.2
|
|
Certification by Principal Financial Officer, Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
101.INS
|
|
XBRL Instance Document.
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document.
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document.
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document.
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document.
|
†
|
Confidential treatment has been requested for portions of this exhibit. These portions have been omitted and submitted separately to the Securities and Exchange Commission.
|
#
|
Indicates management contract or compensatory plan.
|
LIGAND PHARMACEUTICALS INCORPORATED
|
|
|
|
By:
|
/
S
/ J
OHN
L. H
IGGINS
|
|
John L. Higgins,
|
|
President and Chief Executive Officer
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ J
OHN
L. H
IGGINS
|
|
President, Chief Executive Officer and Director (Principal Executive Officer)
|
|
February 24, 2014
|
John L. Higgins
|
|
|
||
|
|
|
|
|
/s/ J
OHN
P. S
HARP
|
|
Vice President, Finance and Chief Financial Officer (Principal Financial and Accounting Officer)
|
|
February 24, 2014
|
John P. Sharp
|
|
|
||
|
|
|
|
|
/s/ J
ASON
M. A
RYEH
|
|
Director
|
|
February 24, 2014
|
Jason M. Aryeh
|
|
|
||
|
|
|
|
|
/s/ T
ODD
C. D
AVIS
|
|
Director
|
|
February 24, 2014
|
Todd C. Davis
|
|
|
||
|
|
|
|
|
/s/ D
AVID
M. K
NOTT
|
|
Director
|
|
February 24, 2014
|
David M. Knott
|
|
|
||
|
|
|
|
|
/s/ J
OHN
W. K
OZARICH
|
|
Director
|
|
February 24, 2014
|
John W. Kozarich
|
|
|
||
|
|
|
|
|
/s/ J
OHN
L. L
AMATTINA
|
|
Director
|
|
February 24, 2014
|
John L. LaMattina
|
|
|
||
|
|
|
|
|
/s/ S
UNIL
P
ATEL
|
|
Director
|
|
February 24, 2014
|
Sunil Patel
|
|
|
||
|
|
|
|
|
/s/ S
TEPHEN
L. S
ABBA
|
|
Director
|
|
February 24, 2014
|
Stephen L. Sabba
|
|
|
Exercise Schedule
:
|
The Option will vest as follows subject to Optionee’s continued Service through each such vesting date:
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Ligand Pharmaceuticals Incorporated;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
/s/ John L. Higgins
|
John L. Higgins
|
President, Chief Executive Officer and Director
|
(Principal Executive Officer)
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Ligand Pharmaceuticals Incorporated;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
/s/ John P. Sharp
|
John P. Sharp
|
Vice President, Finance and Chief Financial Officer
|
(Principal Financial Officer)
|
(1)
|
such Quarterly Report on Form 10-Q for the quarter ended
December 31, 2013
, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
(2)
|
the information contained in such Quarterly Report on Form 10-Q for the quarter ended
December 31, 2013
, fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date:
|
February 24, 2014
|
|
/s/ John L. Higgins
|
|
|
|
John L. Higgins
President, Chief Executive Officer and Director
(Principal Executive Officer)
|
(1)
|
such Quarterly Report on Form 10-Q for the quarter ended
December 31, 2013
, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
(2)
|
the information contained in such Quarterly Report on Form 10-Q for the quarter ended
December 31, 2013
, fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date:
|
February 24, 2014
|
|
/s/ John P. Sharp
|
|
|
|
John P. Sharp
Vice President, Finance and Chief Financial Officer
(Principal Financial Officer)
|