EXHIBIT 10.3

DISTRIBUTORSHIP AGREEMENT

This Distributorship Agreement ("Agreement"), is entered into as of March 26, 1999, between:

LIGAND PHARMACEUTICALS, INCORPORATED, a corporation organized and existing under the laws of the State of Delaware, U.S.A., with its principal place of business at 10275 Science Center Drive, San Diego, California, U.S.A. and SERAGEN, INC. a Delaware corporation having its principle place of business at 97 South Street, Hopkinton, Massachusetts (collectively referred to herein as "Ligand")

and

FERRER INTERNACIONAL , S.A, a corporation organized and existing under the laws of Spain with its principal place of business at Gran Via Carlos III, 94, Barcelona, Spain ("Distributor")

W I T N E S S E T H:

A. Ligand is a leading researcher, developer and manufacturer of biopharmaceutical products, including the Products, and is the exclusive owner or licensee of proprietary rights in such Products.

B. Distributor is engaged in the marketing of pharmaceutical products and has represented to Ligand that it has the facilities, personnel and technical expertise to market and distribute the Products in the Territory.

C. Ligand is willing to exclusively sell Products in the Territory to Distributor on the terms and conditions set forth in this Agreement.

NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS:

1. DEFINITIONS

For purposes of this Agreement, the following terms shall have the following meanings:

1.1 "Affiliate" means any corporation or business entity which, directly or indirectly, is controlled by, controls, or is under common control with Ligand or Distributor, as applicable. For this purpose, "control" includes, but is not limited to, direct or indirect ownership of more than fifty percent (50%) of the voting shares or stock of such corporation or business entity.

1.2 "Approvals" means and includes all filings, approvals, registrations, permits, licenses and authorizations related to Product pricing or marketing activities which

are necessary or which, in the reasonable opinion of Ligand, are desirable, to be made with or obtained from any Governmental Authority for the sale of the Products in the Territory, including, without limitation, any pricing approvals, government reimbursement approvals, import permits and approvals concerning Distributor's facilities, but excluding Product Authorizations.

1.3 "Base Price" means, with respect to each Product, the price set forth in Attachment B.

1.4 "Confidential Information" means any and all data, trade secrets, confidential knowledge, specifications, clinical data and protocols and other proprietary information, not in the public domain, relating to the Products and/or the business or affairs of either party (the "Disclosing Party"). Confidential Information shall also include the present Agreement and the terms set forth herein to the extent that it has not been placed into the public domain by the Disclosing Party. Confidential Information may be communicated to the other party (the "Receiving Party") orally, visually, in writing, or in any other recorded or tangible form. All data and information will be considered to be Confidential Information hereunder (1) if the Disclosing Party has marked them as such, (2) if the Disclosing Party, orally or in writing, has advised the Receiving Party of the confidential nature, provided that, if disclosed orally, the Disclosing Party confirms such confidential nature in writing within two weeks thereafter; or (3) if, due to their character or nature, a reasonable person in a like position and under like circumstances as the Receiving Party would treat them as secret and confidential.

1.5 "Dealer" means a sub-distributor, agent or marketing representative of Distributor.

1.6 "Effective Date" means the date of this Agreement as designated in preamble to this Agreement on the first page.

1.7 "Ex-Distributor Price" means the actual price at which Distributor sells each Product to customers of Distributor, less:

(a) freight, shipping and insurance with respect to such Products;

(b) sales, excise or similar taxes imposed on the sale of the Products;

(c) any mandatory or industry standard discounts or rebates to the competent Governmental Authorities and/or Social Security Systems pursuant to the regulations and/or agreements in force; and

(d) cash and trade discounts and allowances as customarily applied to products of a similar kind in the pharmaceutical industry in the relevant country within the Territory;

         but in each case only if paid by Distributor or actually charged
         against Distributor and evidenced in Distributor's books and records of
         account and the reports

         provided to Ligand pursuant to Clause 9.3 hereof.

1.8      "Governmental Authority" means and includes all governmental and
         regulatory bodies, agencies, departments or entities, whether or not
         located in the Territory, which regulate, direct or control commerce in
         or with the Territory.

1.9      "Intellectual Property Rights" means and includes all copyrights,
         designs, databases, mask works, patents, trademarks, trade names and
         other proprietary rights, and all registrations and applications
         therefor, which Ligand may at any time own, adopt, use, license or
         register with respect to a Product or its business, and includes the
         Trademarks.

1.10     "Net Sale Price" means the amount equal to the percentage of the
         Ex-Distributor Price for each Product in accordance with the pricing
         schedule set forth in Appendix C.

1.11     "Person" means and includes any agency, association, company,
         individual, or other entity regardless of the type or nature thereof.

1.12     "Product Authorizations" means and includes all filings, approvals,
         registrations and authorizations relating to pharmaceutical or
         medicinal products which are necessary or which, in the reasonable
         opinion of Ligand, are desirable, to be made with or obtained from any
         Governmental Authority in order for Distributor to lawfully market,
         promote, offer for sale and sell the Products in the Territory,
         including, without limitation, authorizations required from the
         European MEA ("EMEA"), but excluding Approvals.

1.13     "Products" means the biopharmaceutical products manufactured by or on
         behalf of Ligand, for the indications and applications specified, which
         are listed in Appendix A, as amended by Ligand from time to time by
         written notice to Distributor; and shall include all line extensions
         and modified or improved versions of such products from time to time.

1.14     "Resale Price" means the price from the Distributor to the wholesalers
         in each respective country of the Territory, in the case of Spain as
         determined by the Spanish Governmental Authorities ("Precio de Venta
         Laboratorio") or, in the case of any other country of the Territory, as
         determined by the competent Governmental Agency in such country, as

reduced by:

(a) freight, shipping and insurance with respect to such Products;

(b) sales, excise or similar taxes imposed on the sale of the Products;

(c) any mandatory or industry standard discounts or rebates to the competent Governmental Authorities and/or Social Security Systems pursuant to the regulations and/or agreements in force; and

(d) cash and trade discounts and allowances as customarily applied to

               products of a similar kind in the pharmaceutical industry in the
               relevant country within the Territory;

         but in either case only if paid by Distributor or actually charged
         against Distributor and evidenced in Distributor's books and records of
         account and the reports provided to Ligand pursuant to Clause 9.3
         hereof.

1.15     "Technical Assistance" means and includes advice, training, information
         and other support regarding the manufacture, specifications, clinical
         trials and marketing specifically related to the Products.

1.16     "Term" means the term of this Agreement as determined in accordance
         with Clause 3.1 and, where the context permits, includes the extensions
         as per Clause 3.2.

1.17     "Territory" means the geographic area comprising the countries of
         Spain, Portugal and Greece.

1.18     "Trademarks" means the trademarks owned or licensed and designated by
         Ligand for the Products in Appendix D, as well as any substitute marks
         that are used for the Products in accordance with Clause 12.2.

2.       GRANT OF RIGHTS

2.1      Distribution Rights: Subject to the terms and conditions of this
         Agreement, Ligand grants to Distributor, and Distributor accepts, the
         exclusive right to market the Products in the Territory. Right to
         market under this Agreement shall mean the Distributor's right (1) to
         hold itself out as Ligand's exclusive authorized Distributor in the
         Territory; (2) to acquire the Products from Ligand for resale to
         customers on its own account in the Territory; and (3) to appoint
         Affiliates of Distributor, or other third parties (deemed) approved by
         Ligand, as Dealers in the Territory; provided, however, that (a)
         Distributor shall obtain an executed copy of a sub-

distributor or dealer agreement, in a form containing terms and conditions substantially similar to the terms and conditions of this Agreement, from the relevant Dealer; and (b) Distributor shall notify Ligand in writing of the desired appointment of any third party Dealer and, at Ligand's request, provide Ligand with adequate background information on such Dealer. Unless Ligand reasonably objects to such appointment within thirty calendar days after its receipt of such notice and information, Ligand shall be deemed to have given the requisite approval to the appointment.

2.2 Additional Rights: Ligand further grants Distributor the royalty-free and (except as to Ligand) exclusive right to use the Confidential Information, the assistance and information related thereto pursuant to Clause 4.4, and the Trademarks solely to the extent reasonably necessary for the distribution and marketing of the Products within the Territory in accordance with this Agreement.

2.3 Independent Contractors: The relationship of Ligand and Distributor established by this Agreement is of seller and buyer, or independent contractors, and nothing in this Agreement shall be construed: (1) to give either party the power to direct or control the daily activities of the other party, or (2) to constitute the parties as principal and agent, partners, or otherwise as participants in a joint undertaking. Ligand shall have no obligation or authority, express or implied, to exercise any control whatsoever over the employees or the business affairs of Distributor. Except as specifically provided in this Agreement, Distributor shall have no power or authority to make or give any representation or warranty or to incur any liability or obligation, or to waive any right, on Ligand's behalf.

2.4 Ligand's Rights: Ligand reserves the right to modify and/or to discontinue developing or producing the Products at its discretion at any time either (1) due to legal or regulatory requirements, administrative or court orders, or safety risks, or (2) so long as the Product in question is withdrawn from the market throughout the European Union for a justified and reasonable motive; provided, however, that Ligand shall notify Distributor as soon as practicable after any such modification or discontinuance and that Distributor shall be entitled to market any modified versions of Products pursuant to the terms of this Agreement. Nothing in this Agreement shall be deemed to restrict Ligand from selling the Products or other products to Persons outside the Territory for use within the Territory, nor from appointing Distributors in countries outside the Territory who may be permitted, by operation of law, to sell the Products in the Territory, and Distributor shall receive no compensation for such sales by Ligand or any other Distributor; provided, however, that Ligand shall impose upon its other Distributors restrictions on their active marketing of the Products in the Territory equivalent to restrictions placed upon Distributor's active marketing of Products outside the Territory in this Agreement, to the extent such restrictions are legally permissible.

2.5 Ligand Exclusive Supplier: During the Term, Distributor shall purchase all of its requirements of the Products from Ligand or any party designated by Ligand for this purpose.

3. TERM

3.1 Term: The term of this Agreement shall commence on the Effective Date and shall continue, with respect to a particular Product, for a period of ten years from the date of first sale of that particular Product to Distributor anywhere in the Territory after the Product Authorization is obtained for such Product, unless the Agreement is earlier terminated in accordance with Clause 16.

3.2 Extensions: Ligand and Distributor agree that, at least one year before the expiration of the initial ten-year term of the Agreement, they shall engage in good faith discussions for a period not to exceed six months concerning the extension of the term of the Agreement for the relevant Product(s) for a period of three to five years at commercial terms and conditions to be negotiated during the six month discussion period.

4. AUTHORIZATIONS

4.1 Distributor to Use Diligent Efforts to Apply for and Pursue Product Authorizations: Following the application by Ligand, at Ligand's cost, and further issuance of any Product Authorization by the EMEA or any other agency pursuant to a mutual recognition procedure in the Territory and in consultation with Ligand, Distributor shall be responsible for, and shall use diligent efforts to, file applications for, pursue and maintain, in each country within the Territory, during the Term, all Product Authorizations. All Product Authorizations shall be in Ligand's name, whenever legally permissible, unless otherwise agreed to by Ligand. Distributor shall obtain Ligand's prior approval of all applications and submissions to any Governmental Authority in respect of any Product Authorization. Distributor shall keep Ligand informed, in writing, of the status of its applications for Product Authorizations on a regular basis, and in any event no less frequently than once every three months, and shall immediately notify Ligand in writing of any substantial change in the status of any Product Authorization or any substantive questions received from any Governmental Authority in respect of such Product Authorizations. Distributor shall provide copies of all Product Authorizations to Ligand at its request. If at any time there is a choice in respect of the appropriate type of such Product Authorization to be obtained or maintained in respect of any one or more of the Products, Ligand may, in its sole and absolute discretion, exercise such choice and shall direct Distributor as to the appropriate Product Authorization to be. requested. If Ligand, at its sole discretion, informs Distributor that it does not intend to apply for any requisite Product Authorization in any country in the Territory, Distributor may give Ligand written notice of its intention to seek such Product Authorization on its own and shall have the right to do so, unless Ligand proceeds with or authorizes the filing on its behalf within thirty calendar days after its receipt of Distributor's notice. In any given case when Distributor seeks Product Authorization, Ligand shall provide Distributor with all reasonably necessary and available clinical data, documentation and assistance to such effect.

4.2 Distributor to Apply for Approvals: Distributor, at its cost, shall file applications for and maintain Approvals for all Products listed on Appendix A in effect as of the Effective Date in each country in the Territory during the Term. If Distributor believes that any application for Approval for any particular future Product or indication that may be included within the scope of this Agreement is not economically justified, Ligand may proceed with the application at its own cost and, upon issuance of the Approval, Distributor shall market the Product in the country concerned, if Ligand so requests. Distributor shall immediately notify Ligand in writing of any substantial change in the status of any Approval or any substantive questions received from any Governmental Authority in respect of such Approvals. Distributor shall provide copies of all Approvals to Ligand.

4.3 Pricing Approvals: Without limiting the generality of Clause 4.2, any applications, submissions, negotiations and agreements with any Governmental Authority on Product prices will require Ligand's prior consent provided, however, that in Spain Ligand shall:

(a) give its consent, if the price from the Distributor to the wholesalers in the relevant country of the Territory, as determined by the Spanish Governmental Authorities ("Precio de Venta Laboratorio") amount to not less than *** percent of the Reference Price;

(b) have the option to either consent to the Precio de Venta Laboratorio Resale Price or buy back from the Distributor the exclusive marketing rights in the Territory for the relevant Product (as listed in Appendix A) at a price of US$ *** each, if the Resale Price negotiated by Distributor amounts to less than *** , but more than *** , percent of the Reference Price and Ligand wishes to withhold its consent to the sale of the Products at such Resale Price; and

(c) have no obligation to give its consent, if the Precio de Venta Laboratorio Resale Price negotiated by Distributor amounts to *** percent or less of the Reference Price, in which case the marketing rights for the relevant Product shall revert to Ligand at no cost and Distributor shall be prevented from marketing the relevant Product in the Territory.

If Ligand exercises its option to buy back the exclusive marketing rights in the Territory for the relevant Product under clause 4.3 (b) or Distributor loses its rights under clause 4.3 (c) to distribute the relevant Product in the Territory, Ligand shall either (i) refrain from marketing directly or indirectly in the Territory for a period of three years the relevant Product at a price equal or inferior to the price that caused the aforesaid transfer of marketing rights to Ligand under 4.3(b) or (c), or (ii) restore Distributor's rights to market the relevant Product in the Territory under this Agreement.

For purposes of this Clause 4.3, "Reference Price" shall mean the average, same distribution level price agreed upon by Ligand or its other Distributors for the relevant Products with the Governmental Authorities in the first three European Union Member States outside of the Territory where the relevant Product is sold. If Product prices have been approved in fewer than three European Union Member States when Distributor seeks Ligand's approval, the Reference Price shall be the average price in such fewer countries or, if there is no such country, a price mutually agreed upon by the parties. If Ligand reacquires the marketing rights for any Products pursuant to Clause 4.3
(b) or (c), all obligations of the parties under this Agreement, including those under Clause 10, shall cease with respect to such Products.

4.4 Ligand to Provide Assistance: Ligand shall provide such assistance as Ligand may deem reasonably necessary to Distributor in respect of Distributor's Product Authorization and Approval obligations under Clauses 4.1, 4.2 and 4.3, and in particular shall provide:

(a) written materials and information concerning the Products, including copies, or summaries, of materials prepared for submission to the United States (or, at Ligand's discretion, European) Governmental Authorities concerning the Products or their labeling, to the extent that Ligand is legally and contractually permitted or required to do so, for Distributor's use in obtaining Product Authorizations in respect of each of the Products; and

(b) access to such clinical data and documentation in respect of the Products generated by research and trials funded by Ligand or to which Ligand may have access with the right to disclose, as Ligand may deem reasonably necessary to be relevant and useful to Distributor in obtaining Product Authorizations in respect of each Product.

4.5 Distributor to Bear Costs: Subject to Clauses 4.1 and 4.6 below, Distributor shall be responsible for all costs and expenses associated with filing for and maintaining Product Authorizations and Approvals , including, without limitation, the Base Price of Product supplied by Ligand and the costs of any clinical trials conducted by or on behalf of Distributor for the purposes of any Product Authorizations, unless otherwise agreed in writing between the parties prior to such costs being incurred.

4.6 Clinical Trial Program: The parties agree to jointly evaluate the merits of a clinical trial program for one or more of the Products for severe, recalcitrant, plaque psoriasis vulgaris.

4.7 No Marketing of Products without Product Authorizations: Except to the extent permitted by law and as may be agreed in writing between the parties, Distributor shall not market, promote, offer for sale or sell any one of the Products unless and until Distributor obtains the appropriate Product Authorizations in respect of such Product. In the event that Distributor is legally permitted, due to an individual pre-

approval in respect of any Product, to market any Product prior to obtaining the relevant Product Authorization, Distributor shall not do so without obtaining the prior written consent of Ligand, which will not be unreasonably withheld.

5. ORDERS AND FORECASTS

5.1 Forecasts: In order to permit Ligand and its suppliers to allocate their manufacturing capacity, Distributor shall provide Ligand with written 4-quarter rolling forecasts of its Product requirements. Such forecast shall be broken down by Product, quantities, and shipping dates, and shall be delivered to Ligand not later than one hundred twenty days prior to the beginning of each calendar quarter (commencing after Distributor has obtained the first Product Authorization and Approval in respect of any Product). Ligand shall either accept or reasonably reject such forecasts within thirty days after receipt. Any forecast accepted by Ligand or not rejected within that period shall be binding on the Parties as follows: Unless otherwise agreed, Distributor shall order, and Ligand shall supply, one hundred percent of the quantities forecast for the first calendar quarter and between eighty and one hundred twenty percent of the quantities forecast for the next quarter. Quantities forecasts for subsequent quarters shall be non-binding indications for production schedules, only, until included in subsequent quarterly forecasts.

5.2 Orders: Purchase of Products by Distributor hereunder shall be made only pursuant to written orders executed by Distributor, and shall be for a minimum of the Distributor's quarterly requirements for the Territory. The orders of Panretin(TM) Gel, Ontak(TM) and Targretin(TM) Gel shall separately specify the labeling requirements so as to allow Ligand to label those products before shipment. The orders shall be accepted in writing by Ligand at the offices specified in Clause 19.7. Subject to Clause 5.1 above, no order shall be binding upon Ligand until accepted by Ligand in writing. Subject to Clause 5.1 above, Ligand reserves the right to accept or reject any order, offer or request for Products in its sole discretion. The terms and conditions of this Agreement shall apply to all orders placed by Distributor and shall override and supersede any different or additional terms on orders from or any general conditions maintained by Distributor. All orders must be received by Ligand from Distributor at least 120 days prior to the desired shipment date. If any order for quarters 2, 3 or 4 of a forecast exceeds the forecasts for that calendar quarter provided by Distributor under Clause 5.1 hereof by more than twenty percent (20%), Ligand shall use its reasonable efforts, but shall not be obligated, to ship the requested quantities of Products, with the normal lead time stated above. If the order cannot be fully shipped, Ligand will notify Distributor by the end of that period, and the parties will jointly determine an appropriate shipment schedule.

5.3 Shipment Frequency: The Products shall be shipped at a frequency no greater than once per month with a minimum purchase price to Distributor of $ *** U.S provided, however, that Distributor may request shipments at a frequency greater than once per month at the same minimum purchase price during the first year of the

Agreement.

5.4 Inventory Requirements: Distributor shall maintain a reasonable supply of Products adequate to serve the appropriate customer base in each country of the Territory from time to time. For the first six months beginning with the first sale of a Product, such inventory shall be sufficient to cover not less than a three month supply of Ontak(TM), Panretin(TM) and Targretin(TM) Products based on Distributor's forecasts. Thereafter, the inventory may be reduced to a two months supply.

5.5 Cancellation and Rescheduling. Ligand will use its reasonable best efforts to honor any request of Distributor to reschedule shipment of any order accepted by Ligand. For Panretin(TM) and Targretin(TM) capsules, orders for bulk capsules or capsules in unlabeled bottles accepted by Ligand may be canceled by Distributor, provided that Distributor cancels the order at least forty five (45) days in advance of the shipment date and pays a cancellation charge equal to *** of the order price. No cancellation shall be allowed for any other Products once a firm order has been accepted by Ligand.

5.6 Terms of Shipment and Transfer of Title. All shipments of Products shall be made in Ligand's standard shipping packages CIF Distributor's designated port of entry in Spain or such other port of entry agreed upon by the parties. Unless otherwise agreed in writing between the parties, Ligand shall select the method of shipment and the carrier, and Distributor shall be responsible for all actions and documents necessary to obtain clearance to import the Products into the Territory. Ligand shall retain title to the Products until full payment of the Base Price for the Products is irrevocably credited to Ligand's bank account, and Distributor shall store all Products in its facilities so that they are readily identifiable as Ligand's Products.

5.7 Product Availability. Ligand will use its reasonable efforts to deliver to Distributor the Products in the quantities and at the dates specified on the orders submitted by Distributor and accepted by Ligand; provided, however, that Ligand (1) reserves the right to allocate the Products equitably among its customers in the event of a shortage of any Products; and (2) shall not be liable to Distributor for any delay in delivery without Ligand being at fault.

6. REGISTRATION SERVICES AND PAYMENTS

6.1 Initial Service Reimbursement. On execution of this Agreement Distributor shall make a non-refundable initial payment to Ligand in the sum of US$ *** as reimbursement for services rendered in the registration of the Products in the Territory.

6.2 Additional Service Reimbursement: On either (a) the date on which Distributor obtains the first Product Authorization in any country in the Territory in respect of any Product; or (b) September 30, 1999, whichever is the earlier, Distributor shall

make a non-refundable payment to Ligand in the sum of US$ *** as reimbursement for services rendered in the registration of the Products in the Territory.

6.3 Final Service Reimbursement: Within thirty days of the date on which a Product Authorization is first obtained in any country in the Territory for a breast cancer indication for Targretin(TM) capsules,Distributor shall pay to Ligand US$ *** as reimbursement for services rendered in the registration of Targretin(TM) for such indication.

6.4 Product Pricing: Ligand shall supply the Products CIF to the port of entry designated pursuant to Clause 5.6. For all Products supplied, Distributor shall pay to Ligand the higher of: (1) the Base Price, or
(2) the Net Sale Price. All payments under this Agreement shall be made in United States dollars. Where payment must be converted into U.S. dollars from another currency, the conversion shall be made based on the applicable exchange rate as published on the European Central Bank's Web Site for the date of Ligand's invoice.

6.5 Payment of Base Price: Unless otherwise agreed in writing by Ligand, Distributor shall pay the invoiced estimated Base Price for each order of Products under this Agreement within forty-five calendar days' net by international wire transfer to the bank identified by Ligand from time to TIME. If Distributor at any time has become delinquent, Ligand shall have the right to make sales contingent upon Distributor's payment by irrevocable letter of credit confirmed by a major US merchant bank and payable in United States Dollars (US$) by draft at sight against delivery of bill of lading (which may be marked "freight collect" and which shall permit transshipments and partial shipments), commercial invoice and packing list.

6.6 Payment Reconciliation: Within ninety (90) days of the end of each calendar quarter (commencing after Distributor has made the first sale of any product), the amounts paid by Distributor to Ligand under clause 6.5 shall be adjusted as follows:

(a) First, Distributor or Ligand, as the case may be, shall pay or credit to the other, the amount, if any, by which the estimated Base Prices paid by Distributor to Ligand under clause 6.5 differ from the Base Prices payable by Distributor after deducting the deductionsactually paid or charged against Distributor pursuant to Clause 1.14 (a)-(d) during that quarter.

(b) Second, Distributor shall pay to Ligand, the amount, if any, by which the aggregate net sales prices for all products purchased from Ligand and sold by Distributor during that quarter exceeds the aggregate Base Prices payable to Ligand pursuant to clause
6.6 (a), above.

6.7 Late Payments: Whenever a late payment is due to a cause attributable to a party, all amounts not paid to the other party when due shall accrue interest daily at the lesser of an annual rate of twelve percent (12%) or the highest rate permissible by

law on the unpaid balance until paid in full.

6.8 Taxes. All amounts payable to Ligand under this Agreement are exclusive of any income, sales, use, property, ad valorem, value added or other taxes, levies, imposts, duties, charges or withholdings of any nature (collectively, "Taxes"), arising out of any transaction contemplated by this Agreement and imposed against or the Products by any taxing authority in the Territory (excluding, however, any Taxes on, or measured solely by, the net income of Ligand and Taxes imposed on Ligand in the United States). Distributor shall pay all applicable Taxes or provide Ligand with a certificate of exemption acceptable to the relevant taxing authority, and shall also be liable for all bank charges levied in connection with payments made to Ligand (excluding, however, any bank charges levied by Ligand's bank). In the event that any payments to Ligand under this Agreement are subject to any withholding taxes, Distributor shall promptly provide all tax certificates, applications and related documents to Ligand. If Ligand is required to pay any Taxes in the Territory, other than Taxes imposed upon the payments under Clause 6.1 or 6.2, Distributor shall promptly reimburse Ligand upon written request therefor.

7. MARKETING AND PROMOTION

7.1 Marketing Plans: At least six (6) months prior to the anticipated date on which the relevant Product Authorization and Approval shall be issued in respect of each Product, Ligand and Distributor shall consult in good faith to determine an appropriate marketing plan in respect of each Product for the Territory. All such marketing plans shall be harmonized with, and shall not prejudice, Ligand's global and regional marketing strategies covering the Territory. Distributor shall be responsible for implementing such marketing plans and for advertising and promoting each Product within the Territory from the dates on which it obtains the relevant Product Authorization and Approval for each Product. Distributor shall at all times adhere to the policies set by Ligand in the execution of mutually agreed upon annual marketing plans for the Products, including any marketing plans which Ligand wishes to implement among its Distributors in other territories and which are set by Ligand and agreed to by Distributor in good faith, ; provided, however, that Distributor, at its sole discretion (but in accordance with any relevant Approvals in the Territory in respect of pricing), may determine the Resale Prices for the Products and the terms and conditions of distribution.

7.2 Marketing Materials. In the promotion and marketing of the Products, Distributor shall develop sales literature and promotional materials provided to Distributor by Ligand pursuant to Clause 7.3. Distributor shall have the right to prepare other product descriptions and other promotional and marketing materials relating to the Products; provided however, that (1) all costs and expenses incurred by Distributor in the preparation and distribution of such product descriptions and other promotional and marketing materials shall be borne solely by Distributor; and (2) all such product descriptions and other promotional and marketing materials shall not be released by Distributor until approved in writing by Ligand, such

approval not to be unreasonably withheld. Distributor shall submit samples of final copy for all key product descriptions and other promotional and marketing materials it proposes to use in respect of the Products for Ligand's approval within sixty (60) days prior to the first date of anticipated use of such materials. Ligand shall use its reasonable efforts to respond to any such request for approval within thirty (30) days of its receipt thereof. If no written response is given by Ligand denying such request within the aforesaid term, then Ligand's approval shall be deemed granted.

7.3 Product Literature: To the extent that it is legally and contractually permitted to do so, Ligand will share with Distributor samples of product descriptions, sales aids and advertising and promotional materials developed and used by Ligand, its other Distributors or licensees (collectively "Promotional Materials") in respect of each Product as soon as practicable. Distributor shall bear all costs of reproducing and/or adapting such Promotional Materials for use within the Territory, and shall not use any adaptations of such Promotional Materials without Ligand's prior approval of such adaptations. Likewise, Distributor agrees to share samples of its Promotional Materials with Ligand and Ligand's other Distributors and licensees.

7.4 Rights to Reproductions: All translations, reproductions, adaptations and creations of derivative works of all of Ligand's Promotional Materials (collectively "Reproductions") created by Distributor will be created as "works made for hire" with Ligand as the hirer, and copyright and all other proprietary rights in all of the Reproductions shall vest in Ligand from the date of completion thereof by Distributor. To the extent that any Reproductions do not qualify as "works made for hire", then Distributor hereby assigns to Ligand all copyrights and all other proprietary rights in the Reproductions to Ligand. In this event, Distributor will, at Ligand's request, execute any assignment or "work made for hire" documents and shall take all other steps as necessary or appropriate to perfect copyrights and all other proprietary rights in the Reproductions in the name of Ligand. If, notwithstanding the foregoing, Ligand, for any reason, is deemed not to own all rights, title, and interest in and to the Reproductions, Distributor shall be automatically considered to have granted to Ligand a royalty-free, perpetual and transferable license to use, distribute, translate and reproduce the Reproductions. Such license shall be exclusive to Ligand and shall survive the expiration or termination of this Agreement for any reason whatsoever.

7.5 Sales Assistance: Whenever Ligand considers it reasonably necessary in order to maintain or increase the volume of sales of Products in the Territory, Ligand shall be entitled to send, at its own cost, representatives to visit Distributor or Distributor's customers or prospective customers. Ligand shall keep Distributor informed of promotional methods and techniques used by Ligand in respect of the Products.

8. OBLIGATIONS OF DISTRIBUTOR

8.1. Diligent Efforts: Distributor shall use its diligent efforts to market and sell the

Products within the Territory at its own expense, including but not limited to professional sales calls on target medical audiences (e.g. physicians, hospitals, pharmacists, etc.), advertising the Products in appropriate media and participating in trade shows, conferences, expositions, and promotional seminars, all with due consideration for the local marketing environment in the Territory. Distributor shall conduct its marketing activities in a lawful manner with the highest standards of pharmaceutical product promotional practices, fair trade, fair competition, and business ethics, and shall cause its employees and Dealers to do the same.

8.2. Offices and Personnel. Distributor shall maintain offices adequate to market and support the Products in the Territory and shall retain and have at its disposal at all times an adequate staff of trained and qualified personnel to perform its obligations under this Agreement.

8.3. Dealers: Distributor may only appoint Affiliates or other third parties pursuant to the terms and conditions set forth in Clause 2.1. Any such appointment shall be made in writing and only in the name and for the account of Distributor, and shall terminate upon the expiration, non-renewal, or termination of this Agreement for any reason; provided, however, that:

(a) Distributor shall not undertake to grant to any Dealer any rights greater than those which are granted by Ligand to Distributor under this Agreement;

(b) In order to protect the goodwill of Ligand and the Products in the Territory, Distributor shall secure the agreement of each and every Dealer that it shall assume the same obligations as have been assumed by Distributor under this Agreement; and

(c) Distributor shall defend, indemnify and hold Ligand harmless against any claim, loss, liability or expense (including attorney's fees and court costs) arising out of or based upon (1) any act or omission of any Dealer, or (2) any claim made by any Dealer against Ligand.

8.4 Alterations: Distributor shall ensure that the Products are distributed, sold, and advertised in the form and with the labeling or marking designated by Ligand and in accordance with the applicable regulations in the Territory and, in particular, shall not alter, remove, or deface any Trademark. Distributor acknowledges that it shall have no right to sell any products under Ligand's name or trademark if they were not originally manufactured or supplied by, or on behalf of, Ligand.

8.5 Clinical Evaluations: Prior to conducting any clinical evaluation of any of the Products, Distributor shall furnish to Ligand, for its prior review and written approval, the protocols for such evaluation written in the English language. Ligand shall use its reasonable efforts to respond to any such written request for approval within ninety (90) days of its receipt thereof, granting its approval or, if duly and reasonably justified, denying it. If no written notice is given by Ligand denying its approval within the aforesaid term, then Ligand's approval shall be deemed

granted. Results from any such clinical evaluation shall not be publicly disclosed or disclosed in confidence to any third party without Ligand's prior written approval, such approval not to be unreasonably withheld.

8.6 Insurance. Both parties shall obtain and at all times during the term of this Agreement maintain, and bear the cost of, liability insurance which, in the judgment of Ligand, is adequate to cover their respective obligations under this Agreement . A certificate of insurance and any other documentation necessary to prove compliance with this provision will be provided to the other party upon request.

9. REPORTING OBLIGATIONS

9.1 Foreign Laws and Regulations: In addition to its obligations under Clauses 4.1, 4.2 and 4.3 to provide Product Authorization and Approval information, Distributor shall advise Ligand of any legislation, rule, regulation or other law (including but not limited to any customs, tax, foreign exchange or foreign trade, antimonopoly, pharmaceutical products or intellectual property law) which is in effect or which may come into effect in the Territory after the date of this Agreement and which may affect the importation of the Products into the Territory or the use of the Products or the protection of Ligand's Intellectual Property Rights therein.

9.2 Record Keeping: At all times during the term of this Agreement, Distributor shall maintain at its principal place of business full, complete and accurate books of account and records with regard to its activities under this Agreement, including, without limitation, records of all sales of the Products including the names of customers to whom Products are sold and total gross sales and net sales for each calendar quarter. Upon reasonable notice, and not more than twice a year, Distributor shall grant Ligand or its representatives access during normal business hours to any premises of Distributor in order that Ligand, at its expense, may inspect Distributor's books and premises related to the Products for the sole purpose of verifying and enforcing compliance by Distributor with its obligations under this Agreement; provided, however, that Distributor shall reimburse Ligand for the full amount of the inspection costs if any inspection under this Clause 9.2 reveals any substantial breach by Distributor of this Agreement, provided that Ligand shall have the burden of establishing any such substantial breach.

9.3 Reports: Distributor shall provide Ligand with quarterly operation reports of Distributor's activities to register, develop and market the Products in the Territory, and shall provide to Ligand copies of all such reports received by Distributor from Dealers. Each such report shall be due within thirty (30) days after the end of the period to which it relates. Each report shall include:

(a) a monthly compilation of all Products distributed by Distributor, including the revenues derived therefrom and a breakdown of the prices charged in respect of each Product; and

(b) a monthly list of the amount of inventory on hand; and

(c) monthly gross and net sales on a per Product, per country basis in local currency and U.S. dollars, using the average exchange rate set forth in the European Central Bank's Web Site for the month.

9.4 Annual Statements: Distributor shall provide Ligand with annual statements within thirty (30) days after the end of each calendar year showing annual sales figures and the amount of inventory on hand as at December 31 of each year, and shall provide to Ligand copies of all such annual statements received by Distributor from Dealers. Such annual statements shall also contain a summary of all promotional activities undertaken by Distributor with respect to the Product during the preceding calendar year, and current credit references.

9.5 Exchange of Adverse Event Information: The recipient of Adverse Event (AE) reports and/or data, either Distributor or Ligand, will mutually exchange and promptly provide in writing, using the latest applicable International Conference on Harmonization of Technical Requirements for Registration of Pharmaceuticals for Human Use (ICH) and Council for International Organizations of Medical Sciences (CIOMS) guidelines for reporting, any adverse event information obtained by the receiving party associated with the use of the Products either as a result of marketed use or from investigational clinical trials:

(a) Without limiting the foregoing, the party that is the original recipient of AE information relating to incidents of serious and unexpected reactions and/or events associated with the use of any of the Products, as defined by the ICH and/or CIOMS guidelines, shall make an initial written report of that information to the other party, via facsimile, not more than 72 hours following receipt of that information. A full written report, following the content and format guidelines indicated in the applicable current ICH and CIOMS guidelines, is to be sent to and received by the other party within seven (7) days following the date the initial recipient receives such AE information.

(b) Distributor shall also provide Ligand with routine quarterly and annual adverse event reports and/or safety data received from any source in the Territory, using the ICH guidelines for the content and format for these types of reports. These reports are intended to be used for and incorporated into Periodic Safety Update Reports [PSUR] as defined by ICH guidelines. Ligand will provide a copy of each of the Products' complete PSUR to the Distributor within five (5) days of submission of the applicable Product's PSUR to the U.S. regulatory authorities.

(c) Distributor shall be responsible for submitting the adverse event/ medical safety (safety surveillance) reports in the countries of the Territory as required by the regulatory authorities. Ligand will hold and maintain the Central AE/ safety database for the Products and reports based on this

database, as necessary to meet the requirements of regulatory authorities in the Territory, will be made available to Distributor during the agreement life. Without limiting the generality of the foregoing, Distributor shall cooperate with Ligand for the development of standard operating procedures for exchange of information concerning Adverse Events and Product safety information derived from Products use in the Territory and each party shall at all times comply with the procedures so developed.

(d) For all of the reports specified above, the language of all exchange between and among the Parties will be English. Distributor will provide Ligand all of the above-required AE reports to the following address: Ligand Medical Safety Ligand Pharmaceuticals Inc. 10275 Science Center Drive San Diego, California 92121 U. S. A. Tel: 1 (619) 550-7588 Fax: 1 (619) 550-1860

Ligand will provide Distributor all of the above-required AE reports to the following address:

Ferrer Group
Pharmacoepidemiology and Safety Medical Department
Gran Via Carlos III, 86
08028 Barcelona Spain
Tel: +34 93 330 61 11
Fax: +34 93 490 70 78

9.6 Recall Procedures: Ligand will provide Distributor with a copy of Ligand's standard operating procedure for recalls of products. Distributor acknowledges the importance of the development and the observance of correct procedures in case of recalls. Distributor shall cooperate with Ligand for the development of recall standard operating procedures and shall at all times comply with the procedures so developed and adhere to Ligand's instructions from time to time and always in accordance with mandatory requirements applicable in the Territory.

10.1     Distributor acknowledges that Ligand cannot and does not guarantee the
         issuance of any Product Authorization for any or all of the Products in
         any country in the Territory and that Ligand will have satisfied its
         contractual obligations to Distributor concerning Product
         Authorizations once it has submitted complete registration dossiers for
         Products subject to the following provisions:

         (a)    Within a period of *** the Effective Date, Ligand shall have the
                option of either (1) submitting a complete registration dossier
                for

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***     Portions of this page have been omited pursuant to a request for
        Confidential Treatment and filed separately with the Commission.

                                       17

         Product Authorization via central EMEA or mutual recognition procedures
         for at least *** Products (one of them being Targretin(TM) capsules);
         or (2) offering to buy-back from the Distributor the exclusive
         marketing rights for Products which Ligand has not submitted a complete

registration dossier at a price of US$ *** for each such Product.

(b) If, within *** the Effective Date, Ligand has filed registration dossiers for at least *** Products, but has been unable to obtain Product Authorizations for Spain for at least *** Products (one of them being Targretin(TM) capsules), Distributor shall have the option, exercisable by written notice to Ligand within three months after the expiration of the *** period, either to:

(1) (Re)submit the registration dossier for *** Products, in which case Ligand will provide Distributor with reasonable assistance and all product data in its possession or available to it with the right to disclose that may be required for the registration process; and acquire, at no additional cost to Distributor, the exclusive marketing rights for all Products in the Philippines for a period of ten years from the date of Distributor's notice under the terms and conditions specified in this Agreement; or to

(2) Sell back to Ligand the exclusive marketing rights in the Territory for all unapproved Products in exchange, at Distributor's option, for (i) Ligand's waiver of its rights under Clause 6.3; or (ii) a payment of US$ *** in the aggregate.

(c) If, within *** from the Effective Date, Ligand and Distributor have been unable to obtain the Product Authorization in Spain for at least one Product and Distributor has not previously exercised either option granted under Clause 10.1 (b), Distributor shall have the further option, exercisable by written notice to Ligand within *** after the expiration of the *** period, to take one of the steps described in Clause 10.1
(b); provided that the price payable by Ligand under Clause 10.1(b)(2)(ii) would be increased to US$ *** .

11. COVENANTS OF DISTRIBUTOR

11.1 Restrictions: To the extent permissible by law, Distributor is prohibited from:

(a) Advertising, circulating price lists or otherwise soliciting orders for the Products, and from establishing or maintaining branches, sales offices or distribution depots, outside the Territory for the distribution of the Products;

(b) During the term of this Agreement, seeking the Approval for, or marketing, (a) any products of a third party for a registration indication of CTCL or,

(b) any oral or topical product of a third party for a registration indication of Kaposi's Sarcoma, except as agreed by the parties.

12.1     Acknowledgment: Distributor acknowledges Ligand's exclusive right,
         title and interest in and to any and all Intellectual Property Rights
         pertaining to the Products. Distributor shall not at any time during or
         after the term of this Agreement take any act or step impairing the
         Intellectual Property Rights or do anything that may otherwise
         adversely affect the Intellectual Property Rights, provided that any
         good faith legal challenge shall not be deemed to be such an act or
         step.

12.2     Notices, Trademarks and Name. Distributor shall have the royalty-free
         and (except as to Ligand) exclusive, right to use in the Territory, and
         shall use where available, the trademarks in Appendix D designated by
         Ligand for each Product. If no trademark in Appendix D is available for
         a Product in a country of the Territory and Ligand is unable or elects
         not to provide an alternative trademark, then Distributor shall have
         the right to secure, in Ligand's name and for its benefit, trademark
         rights to a substitute mark for the Products in the relevant country
         and Ligand will reimburse Distributor for the pre-approved expenses of
         securing such rights. The rights to the substitute mark shall remain
         with the Product it is used for and shall be transferred accordingly in
         the event that corresponding Product rights are transferred.
         Distributor shall not alter, deface, remove, cover, mutilate, or add
         to, in any manner whatsoever, any patent notice, copyright notice,
         trademark, trade name, serial number, model number or brand name that
         Ligand may attach or affix to the Products. Distributor shall not
         market the Products under any name, sign or logo other than the
         Trademarks approved by Ligand. Distributor may use the Trademarks
         solely in connection with the distribution of the Products and in
         accordance with Ligand's instructions and quality control standards
         from time to time, and will execute any document reasonably requested
         by Ligand in connection with the use and maintenance of the Trademarks
         in the Territory. Distributor acknowledges and agrees that it shall not
         have any rights in respect of the Trademarks except to the extent
         expressly granted in this Agreement, and that all use of the Trademarks
         in the Territory and all goodwill in the Trademarks shall inure to the
         benefit of Ligand.

12.3     Third Party Claims: Distributor shall promptly notify Ligand of any
         claims or objections that its use of the Intellectual Property Rights
         in connection with the marketing, support or service of the Products
         may or will infringe the copyrights, patents, trademarks or other
         proprietary rights of another Person ("Third Party Claim"). If
         Distributor is served with a legal action or otherwise forced to
         respond in a legal proceeding due to a Third Party Claim, Distributor
         shall (1) without delay, tender the defense of such Third Party Claim
         to Ligand; and (2) render Ligand all reasonable assistance, at Ligand's
         expense, in connection with the defense of any such third party claim
         or objection, whether in the courts, before administrative agencies, or
         otherwise. If Ligand refuses to assume the defense of a

         Third Party Claim, Distributor shall have the right to defend itself
         against such Third Party Claim, in which case Ligand shall render
         Distributor all reasonable assistance, at Ligand's expense. Distributor
         shall not, except as required by law, knowingly make any admission to
         jeopardize, compromise or otherwise limit the validity of Intellectual
         Property Rights.

12.4     Infringement of Intellectual Property Rights: Distributor shall
         promptly notify Ligand of any infringement or suspected infringement of
         Intellectual Property Rights in the Territory relating to the Products
         of which it becomes aware, and provide Ligand with any available
         evidence of such infringement or suspected infringement.

(a) Enforcement by Ligand: Ligand, at its option, shall be entitled to institute enforcement proceedings ("Enforcement Proceedings") in respect of any infringement or unauthorized use of Intellectual Property Rights in the Territory. Distributor agrees to provide all reasonable co-operation and assistance to Ligand in relation to any such Enforcement Proceedings (and agrees to be named as a party if legally required). Any reasonable fees and costs borne by Distributor shall be reimbursed by Ligand. Ligand shall be entitled to deduct its reasonable expenses in relation to such Enforcement Proceedings (including reasonable attorney's fees and expenses and reimbursements to Distributor) from any recovery and any remaining amount shall be distributed pro rata among the parties in which Distributor shall receive 50% of any remaining recovery and Ligand shall receive 50% of any remaining recovery.

(b) Enforcement by Distributor: If, after six (6) months of receipt of credible evidence of infringement or unauthorized use of Intellectual Property Rights in the Territory or such lesser period of time if further delay would result in a loss of right to bring an Enforcement Proceeding, Ligand elects not to institute or continue an already instituted, Enforcement Proceeding then Distributor, using attorneys of Distributor's choosing reasonably acceptable to Ligand, can undertake or continue such Enforcement Proceeding at Distributor's expense. In such event, Distributor shall keep Ligand fully and timely informed of the action so as to enable Ligand to provide input which Distributor shall reasonable consider. Distributor may not enter into any settlement agreement or consent to judgement relating to the invalidity, unenforceability or noninfringement of the Intellectual Property Rights without Ligand's prior written consent. Ligand agrees to provide all reasonable co-operation and assistance to Distributor in relation to any such Enforcement Proceeding at Distributor's expense and agrees to be named as a party in any Enforcement Proceeding. Any reasonable fees and costs borne by Ligand shall be reimbursed by Distributor. If Distributor enforces Intellectual Property Rights in the Territory in accordance with this paragraph, Distributor shall be entitled to deduct its reasonable expenses in relation to such Enforcement Proceeding (including reasonable attorney's fees and expenses and reimbursements to Ligand)

from any recovery and any remaining amount shall be distributed pro rata among the parties in which Distributor shall receive 50% of any remaining recovery and Ligand shall receive 50% of any remaining recovery.

13.1     Non-Disclosure Obligations: During the term of this Agreement, the
         Disclosing Party will disclose certain Confidential Information to the
         Receiving Party to permit the Receiving Party to perform its
         obligations under this Agreement. The Receiving Party shall refrain
         from using or exploiting any and all Confidential Information for any
         purposes or activities other than those expressly authorized in this
         Agreement. The Receiving Party agrees that such Confidential
         Information shall be kept secret by the Receiving Party during the term
         of this Agreement and after the expiration hereof. The Receiving Party
         shall disclose Confidential Information only to its agents,
         representatives or employees with a need to know and shall implement
         appropriate security measures in order to avoid the disclosure or
         misappropriation of such Confidential Information.

13.2     Confidentiality Agreements: Both parties shall cause each of their
         directors, officers and employees and the directors, officers and
         employees of, respectively, Distributor's Dealers and agents, and
         Ligand's assignee's, who will receive Confidential Information pursuant
         to Clause 13.1 to enter into a Confidentiality Agreement in a form
         approved by both parties. The Distributor and Ligand, respectively,
         shall at their own expense undertake the enforcement of any such
         Confidentiality Agreement in the event of any breach thereof. Execution
         of Confidentiality Agreements by the parties shall not, however, be
         construed as limiting their duties or obligations hereunder.

13.3     Ownership of Ligand's Materials. All files, lists, records, documents,
         drawings, specifications and records, whether in written or electronic
         form, which incorporate or refer to all or a portion of Ligand's
         Confidential Information shall remain the sole property of Ligand. Such
         materials shall be promptly returned (1) upon Ligand's reasonable
         request, or (2) in accordance with Clause 17.2 of this Agreement upon
         termination of this Agreement, whichever is earlier.

13.4     Exceptions. The provisions of this Clause 13 shall not apply, or cease
         to apply, to information supplied by Ligand if it (1) was already known
         to Distributor; (2) came into the public domain without breach of
         confidence by Distributor or any other Person; (3) was received by
         Distributor from a third party without restrictions on their use in
         favor of Ligand; or (4) is required to be disclosed pursuant to any
         statutory or regulatory provision or court order; provided that
         Distributor shall have the burden of establishing any of the foregoing
         exceptions.

14.      LIGAND WARRANTY, INDEMNITY, AND LIMITATIONS OF LIABILITY

14.1     Non-Infringement. To the best of Ligand's knowledge, the sale and use
         of the Products does not infringe the proprietary rights of any third
         party in the Territory,

         and no court proceedings or any other procedure for infringement of
         patent, copyright, trademark, trade secret or any other property rights
         have been brought against Ligand with respect to the Products as of the
         effective date of this Agreement. Ligand makes no warranty or
         representation, implied or otherwise, that the Products and/or their
         sale or use will not infringe the property rights of any third party in
         the Territory.

14.2     Products Warranty: Ligand warrants that all Products supplied hereunder
         shall (1) conform to the products specifications therefor, as published
         by Ligand from time to time consistent with the data contained in the
         Product Authorizations, and (2) have a shelf life of one year or more
         (or in the case of Ontak, nine months or more) from the date of
         shipment to Distributor. The aforementioned shelf life terms shall be
         proportionally increased from time to time in accordance with improved
         stability data.

14.3     Indemnity: Ligand shall defend, indemnify and hold Distributor and its
         shareholders, managers, officers, directors, agents and employees
         harmless against any and all losses, damages, claims, liabilities,
         costs and expenses (including reasonable attorney's fees) resulting
         solely from the personal injury or death caused by the defective design
         and/or manufacture of the Products when supplied to Distributor by
         Ligand or by Ligand's appointee, provided that Distributor promptly
         notifies Ligand in writing of any claim, action or suit potentially
         giving rise to the indemnification obligation hereunder. Ligand shall
         have the sole and absolute control of, and discretion in, the handling
         of the defense and/or settlement of any such claim, action or suit,
         including, without limitation, the selection of defense counsel, and
         Distributor shall fully cooperate with Ligand in the defense and
         settlement of all such claims, actions or suits, provided, however,
         that Distributor may take any appropriate action necessary to preserve
         or avoid prejudice to its interests, or the interests of Ligand as
         indemnitor, in the event that (1) notice to Ligand cannot be given in
         sufficient time for Ligand to take action, or (2) Ligand, after prompt
         notice and inquiry from Distributor, fails to acknowledge its
         obligation to indemnify Distributor under this clause.

14.4     DISCLAIMERS. TO THE FULL EXTENT PERMITTED BY LAW, APART FROM THE
         FOREGOING WARRANTIES AND INDEMNITY, LIGAND MAKES NO ADDITIONAL
         REPRESENTATIONS OR WARRANTIES AND HEREBY DISCLAIMS ALL WARRANTIES,
         REPRESENTATIONS, AND LIABILITIES, WHETHER EXPRESS OR IMPLIED, ARISING
         FROM CONTRACT OR TORT (EXCEPT FRAUD), IMPOSED BY STATUTE OR OTHERWISE,
         RELATING TO THE PRODUCTS AND/OR ANY PATENTS OR TECHNOLOGY USED OR
         INCLUDED IN THE PRODUCTS, INCLUDING ANY WARRANTIES AS TO
         MERCHANTABILITY, FITNESS FOR PURPOSE, CORRESPONDENCE WITH DESCRIPTION,
         OR NON-INFRINGEMENT.

14.5     LIMITATION. IN NO EVENT WILL LIGAND BE LIABLE FOR CONSEQUENTIAL,
         INCIDENTAL OR SPECIAL DAMAGES, INCLUDING

         ANY LOSS OF PROFITS, EVEN IF LIGAND HAS BEEN ADVISED OF THE POSSIBILITY
         OF SUCH DAMAGES.

14.6     LIABILITY CAP. IN NO EVENT SHALL LIGAND'S LIABILITY TO DISTRIBUTOR
         EXCEED AN AMOUNT EQUAL TO THE AGGREGATE BASE PRICES PAID BY DISTRIBUTOR
         TO LIGAND FOR PRODUCTS DURING THE LAST CALENDAR QUARTER, except that
         this liability limitation shall not apply to Ligand's indemnity
         obligation under section 14.3 arising from personal injury or death
         caused by the defective design and/or manufacture of the Products when
         supplied to Distributor by Ligand or by Ligand's appointee.

15.      DISTRIBUTOR'S WARRANTIES, INDEMNITY AND LIMITATIONS OF LIABILITY

15.1 Warranties: Distributor represents and warrants to Ligand that:

(a) Distributor is a corporation duly organized, validly existing and in good standing under the laws of Spain and has the corporate power to execute this Agreement and to perform its obligations hereunder;

(b) the person or persons executing this Agreement on behalf of Distributor have been duly authorized to do so by all requisite corporate or other actions of Distributor;

(c) this Agreement is the legal, valid and binding obligation of Distributor, enforceable in accordance with its terms;

(d) the execution, delivery and performance of this Agreement by Distributor does not and will not conflict with or result in a breach of any agreement, instrument or understanding, oral or written, to which Distributor is a party or by which Distributor may be bound, nor violate any law or regulation of any court or Governmental Authority having jurisdiction over Distributor;

(e) Distributor will maintain at all times during this Agreement all necessary Approvals, according to Clause 4.2; and

(f) all Affiliates of Distributor are duly organized, validly

                existing and in good standing under the laws of the country in
                which they operate and have the power to perform all obligations
                under this Agreement that they are assigned by Distributor.

15.2     Indemnity: Distributor shall indemnify and hold Ligand and its
         shareholders, managers, officers, directors, agents and employees
         harmless against any and all losses, damages, claims, liabilities,
         costs and expenses (including reasonable attorneys' fees) resulting
         from any breach by Distributor of this Agreement so declared by a court
         of competent jurisdiction or as agreed between the parties, or
         resulting from any claim that may be made by reason of any damage
         caused by an

         act or omission of Distributor or any of its shareholders, managers,
         officers, directors, agents or employees whenever such act or omission
         is in connection with this Agreement, contrary to the law and is so
         declared by a court of competent jurisdiction or as agreed between the
         parties.

15.3     LIMITATION. IN NO EVENT WILL DISTRIBUTOR BE LIABLE FOR CONSEQUENTIAL,
         INCIDENTAL OR SPECIAL DAMAGES, INCLUDING ANY LOSS OF PROFITS, EVEN IF
         DISTRIBUTOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

 16.    TERMINATION

 16.1    Termination by Ligand: Ligand may terminate this Agreement, at its sole
         discretion: (1) in its entirety; or (2) in respect of any specified
         part of the Territory and/or any one or more of the Products only, by
         giving Distributor thirty (30) days written notice of termination,
         effective on the date such notice is received, in the event that:

         (a)    Distributor breaches any of its material obligations under this
                Agreement, and fails to cure such breach within thirty (30) days
                of receiving a written notice from Ligand specifying such breach
                and requiring it to be cured;

         (b)    Distributor takes any act or step impairing the Intellectual
                Property Rights or does anything that may otherwise adversely
                affect the Intellectual Property Rights of Ligand, provided,
                however, that Ligand may exercise its rights of termination
                pursuant to this Clause 16.1(b) whether or not the Distributor's
                legal challenge of Ligand's rights is in good faith;

         (c)    Distributor enters into insolvency or bankruptcy or is unable to
                pay its debts as they fall due, or a trustee or receiver or the
                equivalent is appointed to Distributor, or proceedings are
                instituted against Distributor in the Territory relating to
                dissolution, liquidation, winding up, bankruptcy, insolvency or
                the relief of creditors, if such proceedings are not terminated
                or discharged within thirty days;

         (d)    there is a change of control of Distributor, beyond its
                corporate structure and owners on the Effective Date, or a sale
                or disposition by Distributor to a third party other than its
                owners and companies in its corporate structure on the Effective
                Date of substantially all of its assets, without the prior
                written approval of Ligand, which approval may be given or
                withheld in Ligand's sole discretion. For the purposes of this
                Clause 16.1(d), the transfer (whether direct or indirect) of all
                or a majority of the capital stock of Distributor or the merger,
                consolidation or reorganization of Distributor beyond its
                corporate structure and owners on the Effective Date shall be
                considered a "change in control" of Distributor;

          (e)   any event of Force Majeure, as defined in Clause 19.6 hereof,
                occurs and

prevents Distributor from performing its obligations under this Agreement for a period of 90 days or more, provided there is no commercially reasonable alternative;

(f) Distributor ceases to carry on business in the marketing of pharmaceutical products in the Territory;

(g) any law, decree, or regulation is enacted within the Territory which would substantially impair or restrict (1) Ligand's right to terminate or elect not to renew this Agreement as herein provided; (2) Ligand's right, title or interest in the Products or the Intellectual Property Rights therein; or (3) Ligand's right to collect the purchase prices for the Products as set forth in this Agreement; or

(h) an adverse event occurs which has substantially impaired the

                ability of Distributor to continue to perform its obligations
                hereunder and Distributor is unable to provide Ligand with
                adequate assurance of future performance.

16.2     Termination by Distributor: Distributor may terminate this Agreement,
         at its sole discretion: (1) in its entirety; or (2) in respect of any
         specified part of the Territory and/or any one or more of the Products
         only, by giving Ligand thirty (30) days written notice of termination,
         effective on the date such notice is received, in the event that:

         (a)    Ligand breaches any of its material obligations under this
                Agreement, and fails to cure such breach within thirty (30) days
                of receiving a written notice from Distributor specifying such
                breach and requiring it to be cured;

         (b)    any event of Force Majeure, as defined in Clause 19.6 hereof,
                occurs and prevents Ligand from performing its obligations under
                this Agreement for a period of 90 days or more, provided there
                is no commercially reasonable alternative ;

         (c)    the Governmental Authorities have not issued the requisite
                Product Authorization or Approval for any Product for any
                country in the Territory;

         (d)    any law, decree, or regulation is enacted within the Territory
                which would substantially impair or restrict (1) Distributor's
                right to terminate or elect not to renew this Agreement as
                herein provided; (2) Ligand's right, title or interest in the
                Products or the Intellectual Property Rights therein; or (3)
                Distributor's right to market and distribute the Products in
                accordance with this Agreement; or

         (e)    an adverse event occurs which has substantially impaired
                Ligand's ability to continue to perform its obligations
                hereunder and Ligand is unable to provide Distributor with
                adequate assurance of future performance.

17.1     Cessation of Rights: Upon expiration or termination (collectively, the
         "Termination") of this Agreement for any reason whatsoever as provided
         herein all rights and obligations of the parties hereunder shall cease,
         except as provided in Clauses 17.5 of this Agreement; provided,
         however, that Termination of this Agreement shall not relieve the
         parties hereto of any obligations accrued prior to said Termination.
         Distributor, following notice of Termination by Ligand, shall be
         entitled to purchase under the terms and conditions of this Agreement,
         any Products the orders for which were accompanied by payment and which
         were accepted by Ligand prior to the effective date of Termination,
         even though shipment of the Products may be made subsequent to the date
         of Termination, provided that Distributor has paid all outstanding
         obligations to Ligand. Upon Termination by Ligand pursuant to Clauses
         16.1, Distributor shall immediately cease to use any advertising or
         promotional materials relating to the Products and discontinue any
         previously authorized use of the Trademarks and Confidential
         Information (except for activities permitted by the last sentence of
         Clause 17.3), and shall cease all conduct that might cause any Person
         to believe that Distributor is a Distributor of the Products or
         otherwise connected with Ligand.

17.2     Return of Materials and Customer List: Upon Termination, Distributor
         shall promptly return to Ligand, or deliver to a third party designated
         by Ligand, and shall cause its Dealers and employees to return or
         deliver, all sales materials, Confidential Information in written,
         recorded or other tangible form and other items in Distributor's
         possession, which Ligand has furnished or supplied to Distributor, or
         which Distributor has furnished to its Dealers and employees, and all
         customer lists for Ligand Products. If Distributor purchased any such
         materials or other items, Distributor shall be reimbursed in an amount
         equal to the net price paid by Distributor for the same.

17.3     Repurchase of Inventory: Ligand shall have the option, exercisable at
         its sole discretion by written notice to Distributor within thirty (30)
         days after Termination, to repurchase all or part of Distributor's
         remaining inventory of Products. The price payable by Ligand upon the
         exercise of the option shall be the net price paid by Distributor to
         Ligand for the Products, plus the costs of re-shipment to San Diego,
         California, or to such other destination within the Territory as Ligand
         may designate. Upon receipt of Ligand's notice of exercise of its
         option pursuant to this clause, Distributor shall ship its inventory of
         Products on hand to such location as Ligand may designate. If Ligand
         does not exercise its rights under this clause, Distributor shall have
         the right to sell its existing inventory for a period of six months
         months following the date of Termination.

17.4     Product Authorizations, Trademarks and other Product rights: Upon
         Termination of this Agreement as provided herein for any reason
         whatsoever, Distributor shall immediately take all steps necessary to
         transfer to Ligand, or to Ligand's designee, any and all rights
         Distributor may have to Product Authorizations, Trademarks and any
         other rights associated with the Products, to the extent permitted by
         applicable

         law and at Distributor's cost. Distributor shall, at the time for
         application for Product Authorizations, take all reasonable steps to
         ensure that such transfers may later be completed. If such transfer is
         not possible, Distributor shall use its best efforts to arrange for
         Ligand or its designee to rely upon such Product Authorizations and
         shall permit Ligand or its designee to use and reference such Product
         Authorizations in its own applications.

17.5     Survival of Non-Disclosure Obligation: Notwithstanding the Termination
         of this Agreement, both Parties shall continue to abide by the terms of
         its non-disclosure obligations with respect to Confidential Information
         under Clause 12 of this Agreement.

17.6     Waiver of Termination Compensation: Neither Party shall be liable for,
         and each Party hereby waives, all right to compensation and all claims
         of any kind whether on account of the loss by the other of present or
         prospective profits, or anticipated orders, or expenditures,
         investments, or commitments made in connection with this Agreement,
         goodwill created, or on account of any other cause whatsoever.

18.     CERTAIN PAYMENTS

18.1     No Payments: Distributor shall not make, offer or agree to offer
         anything of value to any government official, political party or
         candidate for government office. Distributor undertakes that there is
         not now nor will there be any employment of or beneficial ownership of
         Distributor by governmental or political officials in the Territory.
         Distributor will indemnify and hold harmless Ligand against any and all
         losses, costs, expenses or liabilities resulting from any breach by
         Distributor of its obligations under this Clause 18.

19.     GENERAL PROVISIONS

19.1     Waivers: The waiver by either party of a breach or default in any of
         the provisions of this Agreement by the other party shall not be
         construed as a waiver of any succeeding breach of the same or other
         provisions.

19.2     Entire Agreement and Amendments: This Agreement constitutes the entire
         agreement between the parties with respect to the subject matter hereof
         and supersedes all prior agreements between the parties, whether
         written or oral, relating to the same subject matter. No modification,
         amendments or supplements to this Agreement shall be effective for any
         purpose unless in writing, signed by each party.

19.3     Governing Language: This Agreement has been prepared and executed in
         the English language. No authorized translation has been prepared or
         executed. In the event that any translation is prepared, the English
         language version of this Agreement shall govern. All written
         correspondence between the parties shall be in the English language.

19.4     Further Assurances: Each party agrees to do such acts and execute such
         further documents as may be necessary or desirable to enable the
         performance of and to fulfill the provisions and intent of this
         Agreement.

19.5     Assignments: This Agreement is entered into by Ligand in reliance upon
         the facilities, personnel and technical expertise of Distributor, and
         Distributor may only transfer or delegate the performance of the
         Agreement or any part thereof to a Dealer pursuant to the terms and
         conditions of Clause 2.1. Nothing herein contained, however, shall
         prevent Ligand or Distributor from assigning this Agreement in whole or
         in part to, or causing any order or orders to be filled in whole or in
         part by, any Affiliate of Ligand or the Distributor, respectively.
         Ligand shall also have the right to assign this agreement in amerger or
         acquisition in which Ligand is not the surviving entity, or as part of
         a transfer of all or substantially all of the assets of its business to
         which this Agreement pertains.

19.6     Force Majeure: Neither party shall be liable to the other party for any
         delay or omission in the performance of any obligation under this
         Agreement, other than the obligation to pay monies, where the delay or
         omission is due to any cause or condition beyond the reasonable control
         of the party obliged to perform, including, but not limited to, strikes
         or other labor difficulties, acts of God, acts of government (in
         particular with respect to the refusal to issue necessary import or
         export licenses), war, riots, embargoes, or inability to obtain
         supplies ("Force Majeure"). If Force Majeure prevents or delays the
         performance by a party of any obligation under this Agreement, then the
         party claiming Force Majeure shall promptly notify the other party
         thereof in writing.

19.7     Notices: Unless otherwise specifically provided, all notices required
         or permitted by this Agreement shall be in writing and in English,
         effective upon receipt, and may be delivered personally, or may be sent
         by facsimile, commercial express courier, or first class air mail,
         postage prepaid, addressed as follows:

        If to Ligand: Ligand Pharmaceuticals Incorporated
                      10275 Science Center Drive
                      San Diego, California 92121
        Attention:    General Counsel
        Facsimile:    (+)(1)(619) 550-1825

If to Distributor:   Ferrer Internacional , S.A.
                     Gran Via Carlos III, 94,
                     08028 Barcelona, Spain
Attention:           Licensing Department (cc. Legal Department)
Facsimile:           (+)(34)(3) 330 80 57

20.1     Choice of Law: This Agreement is governed by, and shall be construed in
         accordance with, the laws of the State of California, United States of
         America, excluding (a) conflicts of laws rules, and (b) the United
         Nations' Convention on Contracts for the International Sale of Goods.
         The parties shall endeavor to resolve amicably any and all disputes
         arising under or in connection with this Agreement, including but not
         limited to the interpretation of this Agreement, its validity and the
         performance hereunder.

20.2     Disputes: Any dispute between the parties relating to the validity,
         performance, interpretation or construction of this Agreement that
         cannot be resolved amicably between the parties shall be submitted to
         the exclusive jurisdiction of the courts, including the United States
         District Courts, in the State of California. Each party hereto
         irrevocably submits to the personal jurisdiction of the courts in
         California, for the resolution of all disputes hereunder.

20.3     Right to Judicial Remedies: Nothing in this Clause 20 shall be
         construed to impair or restrict either Party's right to judicial
         remedies, including preliminary and permanent injunctions from any
         court of competent jurisdiction to prevent any infringement of the
         Intellectual Property Rights, representation of competitive products,
         and/or disclosure of the Confidential Information.

IN WITNESS WHEREOF, each party has caused its duly authorized representative to execute and deliver this Agreement in reliance on the due authority of the representative of the other party, to be effective as of March 26, 1999.

DISTRIBUTOR: LIGAND PHARMACEUTICALS, INC.:

By: /s/ R. FOGUET                   By:     /s/  David E. Robinson
    --------------------------          ----------------------------------
Title:  CEO                         Title:  Chairman, President & CEO
       -----------------------              ------------------------------

SERAGEN, INC.:

By:    /s/  Paul V. Maier
    --------------------------
Title:    CEO
       -----------------------

PRODUCT                                COVERED INDICATIONS
-------                                -------------------
Panretin(TM) Gel (alitretinoin)        All indications

Panretin(TM) Capsules (alitretinoin)   All indications

Ontak(TM) (denileukin diftitox)        All indications

Targretin(TM) Gel (bexarotene)         The treatment, palliation, prevention
                                       and/or remission of cancer and
                                       dermatological diseases

Targretin(TM) Capsules (bexarotene)    The treatment, palliation, prevention
                                       and/or remission of cancer and
                                       dermatological diseases

Targretin(TM) products:       ***% of Resale Price.

Ontak(TM) products:           ***% of Resale Price.

Panretin(TM)products:         ***% of Resale Price.

1.  Targretin(TM) products:        ***% of Ex-Distributor price in the Territory

2.  Ontak(TM)(TM) products:        ***% of Ex-Distributor price in the Territory

3.  Panretin(TM) products:         ***% of Ex-Distributor price in the Territory

Trademark             Generic Product Name                Country         Trademark Status
---------             --------------------                -------         ----------------
Panretin(TM)          alitretinoin                        US                    Registered
                                                          EP (CTM)              Pending

Targretin(TM)         bexarotene                          US                    Registered
                                                          EP(CTM)               Pending

Ontak(TM)             denileukin diftitox                 US                    Pending
                                                          EP(CTM)               Pending

Onact(TM)             denileukin diftitox                 Portugal              Registered
                                                          Spain                 Pending

EXHIBIT 10.4

DISTRIBUTORSHIP AGREEMENT

This Distributorship Agreement ("Agreement"), is entered into as of March 26, 1999 between:

LIGAND PHARMACEUTICALS, INCORPORATED, a corporation organized and existing under the laws of the State of Delaware, U.S.A., with its principal place of business at 10275 Science Center Drive, San Diego, California, U.S.A. and SERAGEN, INC. a Delaware corporation having its principle place of business at 97 South Street, Hopkinton, Massachusetts (collectively referred to herein as "Ligand")

and

FERRER INTERNACIONAL, S.A, a corporation organized and existing under the laws of Spain with its principal place of business at Gran Via Carlos III, 94, Barcelona, Spain ("Distributor")

W I T N E S S E T H:

A. Ligand is a leading researcher, developer and manufacturer of biopharmaceutical products, including the Products, and is the exclusive owner or licensee of proprietary rights in such Products.

B. Distributor is engaged in the marketing of pharmaceutical products and has represented to Ligand that it has the facilities, personnel and technical expertise to market and distribute the Products in the Territory.

C. Ligand is willing to exclusively sell Products in the Territory to Distributor on the terms and conditions set forth in this Agreement.

NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS:

1. DEFINITIONS

For purposes of this Agreement, the following terms shall have the following meanings:

1.1 "Affiliate" means any corporation or business entity which, directly or indirectly, is controlled by, controls, or is under common control with Ligand or Distributor, as applicable. For this purpose, "control" includes, but is not limited to, direct or indirect ownership of more than fifty percent (50%) of the voting shares or stock of such corporation or business entity.

1.2 "Approvals" means and includes all filings, approvals, registrations, permits, licenses and authorizations related to Product pricing or marketing activities which are necessary or

        which, in the reasonable opinion of Ligand, are desirable, to be made
        with or obtained from any Governmental Authority for the sale of the
        Products in the Territory, including, without limitation, any pricing
        approvals, government reimbursement approvals, import permits and
        approvals concerning Distributor's facilities, but excluding Product
        Authorizations.

1.3     "Base Price" means, with respect to each Product, the price set forth in
        Attachment B.

1.4     "Confidential Information" means any and all data, trade secrets,
        confidential knowledge, specifications, clinical data and protocols and
        other proprietary information, not in the public domain, relating to the
        Products and/or the business or affairs of either party (the "Disclosing
        Party"). Confidential Information shall also include the present
        Agreement and the terms set forth herein to the extent that it has not
        been placed into the public domain by the Disclosing Party. Confidential
        Information may be communicated to the other party (the "Receiving
        Party") orally, visually, in writing, or in any other recorded or
        tangible form. All data and information will be considered to be
        Confidential Information hereunder (1) if the Disclosing Party has
        marked them as such, (2) if the Disclosing Party, orally or in writing,
        has advised the Receiving party of the confidential nature, provided
        that, if disclosed orally, the Disclosing Party confirms such
        confidential nature in writing within two weeks thereafter; or (3) if,
        due to their character or nature, a reasonable person in a like position
        and under like circumstances as the Receiving Party would treat them as
        secret and confidential.

1.5     "Dealer" means a sub-distributor, agent or marketing representative of
        Distributor.

1.6     "Effective Date" means the date of this Agreement as designated in
        preamble to this Agreement on the first page.

1.7     [Reserved]

1.8     "Governmental Authority" means and includes all governmental and
        regulatory bodies, agencies, departments or entities, whether or not
        located in the Territory, which regulate, direct or control commerce in
        or with the Territory.

1.9     "Intellectual Property Rights" means and includes all copyrights,
        designs, databases, mask works, patents, trademarks, trade names and
        other proprietary rights, and all registrations and applications
        therefor, which Ligand may at any time own, adopt, use, license or
        register with respect to a Product or its business, and includes the
        Trademarks.

1.10    [Reserved]

1.11    "Person" means and includes any agency, association, company,
        individual, or other entity regardless of the type or nature thereof.

1.12    "Product Authorizations" means and includes all filings, approvals,
        registrations and

        authorizations relating to pharmaceutical or medicinal products which
        are necessary or which, in the reasonable opinion of Ligand, are
        desirable, to be made with or obtained from any Governmental Authority
        in order for Distributor to lawfully market, promote, offer for sale and
        sell the Products in the Territory, but excluding Approvals.

1.13    "Products" means the biopharmaceutical products manufactured by or on
        behalf of Ligand, for the indications and applications specified, which
        are listed in Appendix A, as amended by Ligand from time to time by
        written notice to Distributor; and shall include all line extensions and
        modified or improved versions of such products from time to time.

1.14    "Resale Price" means the price from the Distributor, as determined by
        the Spanish Governmental Authorities ("Precio de Venta Laboratorio"), as

reduced by:

(a) freight, shipping and insurance with respect to such Products;

(b) sales, excise or similar taxes imposed on the sale of the Products;

(c) any mandatory or industry standard discounts or rebates to the competent Governmental Authorities and/or Social Security Systems pursuant to the regulations and/or agreements in force; and

(d) cash and trade discounts and allowances as customarily applied to

               products of a similar kind in the pharmaceutical industry in the
               relevant country within the Territory;

        but in no event may the quarterly total deductions to the Precio de
        Venta Laboratorio in any country of the Territory exceed 5% of the
        Precio de Venta Laboratorio, and in any case deductions may be taken
        only if they are paid by Distributor or actually charged against
        Distributor and evidenced in Distributor's books and records of account
        and the reports provided to Ligand pursuant to Clause 9.3 hereof. If no
        such price has been approved by the Spanish Governmental Authorities,
        Resale Price shall mean the average, same distribution level price
        agreed upon by Ligand or its other distributors for the relevant
        Products with the Governmental Authorities in the first three European
        Union Member States where the relevant Product is sold. If Product
        prices have been approved in fewer than three European Union Member
        States, the Resale Price shall be the average price in such fewer
        countries or, if there is no such country, a price mutually agreed upon
        by the parties.

1.15    "Technical Assistance" means and includes advice, training, information
        and other support regarding the manufacture, specifications, clinical
        trials and marketing specifically related to the Products.

1.16    "Term" means the term of this Agreement as determined in accordance with
        Clause 3.1 and, where the context permits, includes the extensions as
        per Clause 3.2 .

1.17    "Territory" means the geographic area comprising the countries in
        Central and South America, as listed on Appendix D.

1.18    "Trademarks" means the trademarks owned or licensed and designated by
        Ligand for the Products in Appendix C, as well as any substitute marks
        that are used for the Products in accordance with Clause 12.2.

2.      GRANT OF RIGHTS

2.1     Distribution Rights: Subject to the terms and conditions of this
        Agreement, Ligand grants to Distributor, and Distributor accepts, the
        exclusive right to market the Products in the Territory. Right to market
        under this Agreement shall mean the Distributor's right (1) to hold
        itself out as Ligand's exclusive authorized distributor in the
        Territory; (2) to acquire the Products from Ligand for resale to
        customers on its own account in the Territory; and (3) to appoint
        Affiliates of Distributor or other third parties (deemed) approved by
        Ligand as Dealers in the Territory; provided, however, that (a)
        Distributor shall obtain an executed copy of a sub-distributor or dealer
        agreement, in a form containing terms and conditions substantially
        similar to the terms and conditions of this Agreement, from the relevant
        Dealer; and (b) Distributor shall notify Ligand in writing of the
        desired appointment of any third party Dealer and, at Ligand's request,
        provide Ligand with adequate background information on such Dealer.
        Unless Ligand reasonably objects to such appointment within thirty
        calendar days after its receipt of such notice and information, Ligand
        shall be deemed to have given the requisite approval to the appointment.

2.2     Additional Rights: Ligand further grants Distributor the royalty-free
        and (except as to Ligand) exclusive right to use the Confidential
        Information, the assistance and information related thereto pursuant to
        Clause 4.4, and the Trademarks solely to the extent reasonably necessary
        for the distribution and marketing of the Products within the Territory
        in accordance with this Agreement.

2.3     Independent Contractors: The relationship of Ligand and Distributor
        established by this Agreement is of seller and buyer, or independent
        contractors, and nothing in this Agreement shall be construed: (1) to
        give either party the power to direct or control the daily activities of
        the other party, or (2) to constitute the parties as principal and
        agent, partners, or otherwise as participants in a joint undertaking.
        Ligand shall have no obligation or authority, express or implied, to
        exercise any control whatsoever over the employees or the business
        affairs of Distributor. Except as specifically provided in this
        Agreement, Distributor shall have no power or authority to make or give
        any representation or warranty or to incur any liability or obligation,
        or to waive any right, on Ligand's behalf.

2.4     Ligand's Rights: Ligand reserves the right to modify and/or to
        discontinue developing or producing the Products at its discretion at
        any time either (1) due to legal or regulatory requirements,
        administrative or court orders, or safety risks, or (2) so long as the
        Product in question is also withdrawn from the European or the North
        American market for a justified and reasonable motive; provided,
        however, that Ligand shall notify Distributor as soon as

practicable after any such modification or discontinuance and that Distributor shall be entitled to market any modified versions of Products pursuant to the terms of this Agreement. Nothing in this Agreement shall be deemed to restrict Ligand from selling the Products or other products to Persons outside the Territory for use within the Territory, nor from appointing distributors in countries outside the Territory who may be permitted, by operation of law, to sell the Products in the Territory, and Distributor shall receive no compensation for such sales by Ligand or any other distributor; provided, however, that Ligand shall impose upon its other distributors restrictions on their active marketing of the Products in the Territory equivalent to restrictions placed upon Distributor's active marketing of Products outside the Territory in this Agreement, to the extent such restrictions are legally permissible.

2.5 Ligand Exclusive Supplier: During the Term, Distributor shall purchase all of its requirements of the Products from Ligand or any party designated by Ligand for this purpose.

3. TERM

3.1 Term: The term of this Agreement shall commence on the Effective Date and shall continue, with respect to a particular Product, for a period of ten years from the date of first sale of that particular Product to Distributor anywhere in the Territory after the Product Authorization is obtained for such Product, unless the Agreement is earlier terminated in accordance with Clause 16.

3.2 Extensions: Ligand and Distributor agree that, at least one year before the expiration of the initial ten-year term of the Agreement, they shall engage in good faith discussions for a period not to exceed six months concerning the extension of the term of the Agreement for the relevant Product(s) for a period of three to five years at commercial terms and conditions to be negotiated during the six month discussion period.

4. AUTHORIZATIONS

4.1 Distributor to Use Diligent Efforts to Apply for and Pursue Product Authorizations: Following the issuance of any Product Authorization by the FDA, the EMEA, or any other Governmental Authority and in consultation with Ligand, Distributor shall be responsible for, and shall use diligent efforts to, file applications for, pursue and maintain, in each country within the Territory, during the Term, all Product Authorizations. All Product Authorizations shall be in Ligand's name, whenever legally permissible, unless otherwise agreed to by Ligand. Distributor shall obtain Ligand's prior approval of all applications and submissions to any Governmental Authority in respect of any Product Authorization. Distributor shall keep Ligand informed, in writing, of the status of its applications for Product Authorizations on a regular basis, and in any event no less frequently than once every three months, and shall immediately notify Ligand in writing of any substantial change in the status of any Product Authorization or any substantive questions received from any Governmental Authority in respect of such Product Authorizations. Distributor

shall provide copies of all Product Authorizations to Ligand at its request. If at any time there is a choice in respect of the appropriate type of such Product Authorization to be obtained or maintained in respect of any one or more of the Products, Ligand may, in its sole and absolute discretion, exercise such choice and shall direct Distributor as to the appropriate Product Authorization to be requested. If Ligand, at its sole discretion, informs Distributor that it does not intend to apply for any requisite Product Authorization in any country in the Territory, Distributor may give Ligand written notice of its intention to seek such Product Authorization on its own and shall have the right to do so, unless Ligand proceeds with or authorizes the filing on its behalf within thirty calendar days after its receipt of Distributor's notice. In any given case when Distributor seeks Product Authorization, Ligand shall provide Distributor with all reasonably necessary and available clinical data, documentation and assistance to such effect.

4.2 Distributor to Apply for Approvals: Distributor, at its cost, shall file applications for and maintain Approvals for all Products listed on Appendix A in effect as of the Effective Date in each country in the Territory during the Term. If Distributor believes that any application for Approval for any particular future Product or indication that may be included within the scope of this Agreement is not economically justified, Ligand may proceed with the application at its own cost and, upon issuance of the Approval, Distributor shall market the Product in the country concerned, if Ligand so requests. Distributor shall immediately notify Ligand in writing of any substantial change in the status of any Approval or any substantive questions received from any Governmental Authority in respect of such Approvals. Distributor shall provide copies of all Approvals to Ligand.

4.3 Pricing Approvals: Without limiting the generality of Clause 4.2, any applications, submissions, negotiations and agreements with any Governmental Authority on Product prices will require Ligand's prior consent provided, however, that Ligand shall give its consent if the price from the Distributor to the wholesalers in the relevant country of the Territory is not less than ***percent of the price as determined by the Spanish Governmental Authorities ("Precio de Venta Laboratorio").

4.4 Ligand to Provide Assistance: Ligand shall provide such assistance as Ligand may deem reasonably necessary to Distributor in respect of Distributor's Product Authorization and Approval obligations under Clauses 4.1, 4.2 and 4.3, and in particular shall provide:

(a) written materials and information concerning the Products, including copies, or summaries, of materials prepared for submission to the United States and Europe (or, at Ligand's discretion, Central or South American) Governmental Authorities concerning the Products or their labeling, to the extent that Ligand is legally and contractually permitted or required to do so, for Distributor's use in obtaining Product Authorizations in respect of each of the Products; and

(b) access to such clinical data and documentation in respect of the Products generated by research and trials funded by Ligand or to which Ligand may have access with

the right to disclose, as Ligand may deem reasonably necessary, to be relevant and useful to Distributor in obtaining Product Authorizations in respect of each Product.

4.5 Distributor to Bear Costs: Subject to Clauses 4.1 and 4.6 below, Distributor shall be responsible for all costs and expenses associated with filing for and maintaining Product Authorizations and Approvals, including, without limitation, the Base Price of Product supplied by Ligand and the costs of any clinical trials conducted by or on behalf of Distributor for the purposes of any Product Authorizations, unless otherwise agreed in writing between the parties prior to such costs being incurred.

4.6 Clinical Trial Program: The parties agree to jointly evaluate the merits of a clinical trial program for one or more of the Products for severe, recalcitrant, plaque psoriasis vulgaris.

4.7 No Marketing of Products without Product Authorizations: Except to the extent permitted by law and as may be agreed in writing between the parties, Distributor shall not market, promote, offer for sale or sell any one of the Products unless and until Distributor obtains the appropriate Product Authorizations in respect of such Product. In the event that Distributor is legally permitted, due to an individual pre-approval in respect of any Product, to market any Product prior to obtaining the relevant Product Authorization, Distributor shall not do so without obtaining the prior written consent of Ligand, which will not be unreasonably withheld.

5. ORDERS AND FORECASTS

5.1 Forecasts: In order to permit Ligand and its suppliers to allocate their manufacturing capacity, Distributor shall provide Ligand with written 4-quarter rolling forecasts of its Product requirements. Such forecast shall be broken down by Product, quantities, and shipping dates, and shall be delivered to Ligand not later than one hundred twenty days prior to the beginning of each calendar quarter (commencing after Distributor has obtained the first Product Authorization and Approval in respect of any Product). Ligand shall either accept or reasonably reject such forecasts within thirty days after receipt. Any forecast accepted by Ligand or not rejected within that period shall be binding on the Parties as follows: Unless otherwise agreed, Distributor shall order, and Ligand shall supply, one hundred percent of the quantities forecast for the first calendar quarter and between eighty and one hundred twenty percent of the quantities forecast for the next quarter. Quantities forecasts for subsequent quarters shall be non-binding indications for production schedules, only, until included in subsequent quarterly forecasts.

5.2 Orders: Purchase of Products by Distributor hereunder shall be made only pursuant to written orders executed by Distributor, and shall be for a minimum of the Distributor's quarterly requirements for the Territory. The orders of Panretin(TM) Gel, Ontak(TM) and Targretin(TM) Gel shall separately specify the labeling requirements so as to allow Ligand to label those products before shipment. The orders shall be accepted in writing by Ligand at the offices specified in Clause 19.7. Subject to Clause 5.1 above, no order shall be binding upon Ligand until accepted by Ligand in writing. Subject to Clause 5.1 above, Ligand

reserves the right to accept or reject any order, offer or request for Products in its sole discretion. The terms and conditions of this Agreement shall apply to all orders placed by Distributor and shall override and supersede any different or additional terms on orders from or any general conditions maintained by Distributor. All orders must be received by Ligand from Distributor at least 120 days prior to the desired shipment date. If any order for quarters 2, 3 or 4 of a forecast exceeds the forecasts for that calendar quarter provided by Distributor under Clause 5.1 hereof by more than twenty percent (20%), Ligand shall use its reasonable efforts, but shall not be obligated, to ship the requested quantities of Products, with the normal lead time stated above. If the order cannot be fully shipped, Ligand will notify Distributor by the end of that period, and the parties will jointly determine an appropriate shipment schedule.

5.3 Shipment Frequency: The Products shall be shipped at a frequency no greater than once per month with a minimum purchase price to Distributor of $ *** U.S. provided, however, that Distributor may request shipments at a frequency greater than once per month at the same minimum purchase price during the first year of the Agreement.

5.4 Inventory Requirements: Distributor shall maintain a reasonable supply of Products adequate to serve the appropriate customer base in each country of the Territory from time to time. For the first six months beginning with the first sale of a Product, such inventory shall be sufficient to cover not less than a three month supply of Ontak(TM), Panretin(TM) and Targretin(TM) Products based on Distributor's forecasts. Thereafter, the inventory may be reduced to a two months supply.

5.5 Cancellation and Rescheduling. Ligand will use its reasonable best efforts to honor any request of Distributor to reschedule shipment of any order accepted by Ligand. For Panretin(TM) and Targretin(TM) capsules, orders for bulk capsules or capsules in unlabeled bottles accepted by Ligand may be canceled by Distributor, provided that Distributor cancels the order at least forty five (45) days in advance of the shipment date and pays a cancellation charge equal to *** of the order price. No cancellation shall be allowed for any other Products once a firm order has been accepted by Ligand.

5.6 Terms of Shipment and Transfer of Title. All shipments of Products shall be made in Ligand's standard shipping packages CIF Distributor's designated port of entry in Spain or such other port of entry agreed upon by the parties. Unless otherwise agreed in writing between the parties, Ligand shall select the method of shipment and the carrier, and Distributor shall be responsible for all actions and documents necessary to obtain clearance to import the Products into the Territory. Ligand shall retain title to the Products until full payment of the Base Price for the Products is irrevocably credited to Ligand's bank account, and Distributor shall store all Products in its facilities so that they are readily identifiable as Ligand's Products.

5.7 Product Availability. Ligand will use its reasonable efforts to deliver to Distributor the

Products in the quantities and at the dates specified on the orders submitted by Distributor and accepted by Ligand; provided, however, that Ligand (1) reserves the right to allocate the Products equitably among its customers in the event of a shortage of any Products; and (2) shall not be liable to Distributor for any delay in delivery without Ligand being at fault.

6. REGISTRATION SERVICES AND PAYMENTS

6.1 Initial Service Reimbursement: On execution of this Agreement Distributor shall make a non-refundable initial payment to Ligand in the sum of US$ *** as reimbursement for services rendered in the registration of the Products in the Territory.

6.2 Additional Service Reimbursement : On either (a) the date on which Distributor obtains the first Product Authorization for Panretin or Targretin, but not for Ontak, in any country in the Territory; or (b) September 30, 1999, whichever is the earlier, Distributor shall make a non-refundable payment to Ligand in the sum of US$ *** as reimbursement for services rendered in the registration of the Products in the Territory.

6.3 [Reserved]

6.4 Product Pricing: Ligand shall supply the Products CIF to the port of entry designated pursuant to Clause 5.6. For all Products supplied, Distributor shall pay to Ligand the Base Price. All payments under this Agreement shall be made in United States dollars. Where payment must be converted into U.S. dollars from another currency, the conversion shall be made based on the applicable exchange rate as published on the European Central Bank's Web Site for the date of Ligand's invoice.

6.5 Payment of Base Price: Unless otherwise agreed in writing by Ligand, Distributor shall pay the invoiced estimated Base Price for each order of Products under this Agreement within forty-five calendar days' net by international wire transfer to the bank identified by Ligand from time to time. If Distributor at any time has become delinquent, Ligand shall have the right to make sales contingent upon Distributor's payment by irrevocable letter of credit confirmed by a major US merchant bank and payable in United States Dollars (US$) by draft at sight against delivery of bill of lading (which may be marked "freight collect" and which shall permit transshipments and partial shipments), commercial invoice and packing list.

6.6 Payment Reconciliation: Within ninety (90) days of the end of each calendar quarter (commencing after Distributor has made the first sale of any Product), the amounts paid by Distributor to Ligand under Clause 6.5 shall be adjusted as follows:

(a) Distributor or Ligand, as the case may be, shall pay or credit to the other, the amount, if any, by which the estimated Base Prices paid by Distributor to Ligand under Clause 6.5 differ from the Base Prices payable by Distributor after deducting the deductions, not to exceed 5% of the Precio de Venta Laboratorio, actually paid or charged against Distributor pursuant to Clause 1.14 during that quarter.

6.7 Late Payments: Whenever a late payment is due to a cause attributable to a party, all amounts not paid to the other party when due shall accrue interest daily at the lesser of an annual rate of twelve percent (12%) or the highest rate permissible by law on the unpaid balance until paid in full.

6.8 Taxes. All amounts payable to Ligand under this Agreement are exclusive of any income, sales, use, property, ad valorem, value added or other taxes, levies, imposts, duties, charges or withholdings of any nature (collectively, "Taxes"), arising out of any transaction contemplated by this Agreement and imposed against Distributor or the Products by any taxing authority in the Territory (excluding, however, any Taxes on, or measured solely by, the net income of Ligand and Taxes imposed on Ligand in the United States). Distributor shall pay all applicable Taxes or provide Ligand with a certificate of exemption acceptable to the relevant taxing authority, and shall also be liable for all bank charges levied in connection with payments made to Ligand (excluding, however, any bank charges levied by Ligand's bank). In the event that any payments to Ligand under this Agreement are subject to any withholding taxes, Distributor shall promptly provide all tax certificates, applications and related documents to Ligand. If Ligand is required to pay any Taxes in the Territory, other than Taxes imposed upon the payments under Clause 6.1 or 6.2, Distributor shall promptly reimburse Ligand upon written request therefor.

7. MARKETING AND PROMOTION

7.1 Marketing Plans: At least six (6) months prior to the anticipated date on which the relevant Product Authorization and Approval shall be issued in respect of each Product, Ligand and Distributor shall consult in good faith to determine an appropriate marketing plan in respect of each Product for the Territory. All such marketing plans shall be harmonized with, and shall not prejudice, Ligand's global and regional marketing strategies covering the Territory. Distributor shall be responsible for implementing such marketing plans and for advertising and promoting each Product within the Territory from the dates on which it obtains the relevant Product Authorization and Approval for each Product. Distributor shall at all times adhere to the policies set by Ligand in the execution of mutually agreed upon annual marketing plans for the Products, including any marketing plans which Ligand wishes to implement among its distributors in other territories and which are set by Ligand and agreed to by Distributor in good faith provided, however, that Distributor, at its sole discretion (but in accordance with any relevant Approvals in the Territory in respect of pricing), may determine the resale prices for the Products and the terms and conditions of distribution.

7.2 Marketing Materials. In the promotion and marketing of the Products, Distributor shall develop sales literature and promotional materials provided to Distributor by Ligand pursuant to Clause 7.3. Distributor shall have the right to prepare other product descriptions and other promotional and marketing materials relating to the Products; provided however,

that (1) all costs and expenses incurred by Distributor in the preparation and distribution of such product descriptions and other promotional and marketing materials shall be borne solely by Distributor; and (2) all such product descriptions and other promotional and marketing materials shall not be released by Distributor until approved in writing by Ligand, such approval not to be unreasonably withheld. Distributor shall submit samples of final copy for all key product descriptions and other promotional and marketing materials it proposes to use in respect of the Products for Ligand's approval within sixty (60) days prior to the first date of anticipated use of such materials. Ligand shall use its reasonable efforts to respond to any such request for approval within thirty (30) days of its receipt thereof. If no written response is given by Ligand denying such request within the aforesaid term, then Ligand's approval shall be deemed granted.

7.3 Product Literature: To the extent that it is legally and contractually permitted to do so, Ligand will share with Distributor samples of product descriptions, sales aids and advertising and promotional materials developed and used by Ligand, its other distributors or licensees (collectively "Promotional Materials") in respect of each Product as soon as practicable. Distributor shall bear all costs of reproducing and/or adapting such Promotional Materials for use within the Territory, and shall not use any adaptations of such Promotional Materials without Ligand's prior approval of such adaptations. Likewise, Distributor agrees to share samples of its Promotional Materials with Ligand and Ligand's other distributors and licensees.

7.4 Rights to Reproductions: All translations, reproductions, adaptations and creations of derivative works of all of Ligand's Promotional Materials (collectively "Reproductions") created by Distributor will be created as "works made for hire" with Ligand as the hirer, and copyright and all other proprietary rights in all of the Reproductions shall vest in Ligand from the date of completion thereof by Distributor. To the extent that any Reproductions do not qualify as "works made for hire", then Distributor hereby assigns to Ligand all copyrights and all other proprietary rights in the Reproductions to Ligand. In this event, Distributor will, at Ligand's request, execute any assignment or "work made for hire" documents and shall take all other steps as necessary or appropriate to perfect copyrights and all other proprietary rights in the Reproductions in the name of Ligand. If, notwithstanding the foregoing, Ligand, for any reason, is deemed not to own all rights, title, and interest in and to the Reproductions, Distributor shall be automatically considered to have granted to Ligand a royalty-free, perpetual and transferable license to use, distribute, translate and reproduce the Reproductions. Such license shall be exclusive to Ligand and shall survive the expiration or termination of this Agreement for any reason whatsoever.

7.5 Sales Assistance: Whenever Ligand considers it reasonably necessary in order to maintain or increase the volume of sales of Products in the Territory, Ligand shall be entitled to send, at its own cost, representatives to visit Distributor or Distributor's customers or prospective customers. Ligand shall keep Distributor informed of promotional methods and techniques used by Ligand in respect of the Products.

8. OBLIGATIONS OF DISTRIBUTOR

8.1. Diligent Efforts: Distributor shall use its diligent efforts to market and sell the Products within the Territory at its own expense, including but not limited to professional sales calls on target medical audiences (e.g. physicians, hospitals, pharmacists, etc.), advertising the Products in appropriate media and participating in trade shows, conferences, expositions, and promotional seminars, all with due consideration for the local marketing environment in the Territory. Distributor shall conduct its marketing activities in a lawful manner with the highest standards of pharmaceutical product promotional practices, fair trade, fair competition, and business ethics, and shall cause its employees and Dealers to do the same.

8.2. Offices and Personnel. Distributor shall maintain offices adequate to market and support the Products in the Territory and shall retain and have at its disposal at all times an adequate staff of trained and qualified personnel to perform its obligations under this Agreement.

8.3. Dealers: Distributor may only appoint Affiliates or other third parties pursuant to the terms and conditions set forth in Clause 2.1. Any such appointment shall be made in writing and only in the name and for the account of Distributor, and shall terminate upon the expiration, non-renewal, or termination of this Agreement for any reason; provided, however, that:

(a) Distributor shall not undertake to grant to any Dealer any rights greater than those which are granted by Ligand to Distributor under this Agreement;

(b) In order to protect the goodwill of Ligand and the Products in the Territory, Distributor shall secure the agreement of each and every Dealer that it shall assume the same obligations as have been assumed by Distributor under this Agreement; and

(c) Distributor shall defend, indemnify and hold Ligand harmless against any claim, loss, liability or expense (including attorney's fees and court costs) arising out of or based upon (1) any act or omission of any Dealer, or (2) any claim made by any Dealer against Ligand.

8.4. Alterations: Distributor shall ensure that the Products are distributed, sold, and advertised in the form and with the labeling or marking designated by Ligand and in accordance with the applicable regulations in the Territory and, in particular, shall not alter, remove, or deface any Trademark. Distributor acknowledges that it shall have no right to sell any products under Ligand's name or trademark if they were not originally manufactured or supplied by, or on behalf of, Ligand.

8.5. Clinical Evaluations: Prior to conducting any clinical evaluation of any of the Products, Distributor shall furnish to Ligand, for its prior review and written approval, the protocols for such evaluation written in the English language. Ligand shall use its reasonable efforts to respond to any such written request for approval within ninety (90) days of its receipt thereof, granting its approval or, if duly and reasonably justified, denying it. If no written notice is given by Ligand denying its approval within the aforesaid term, then Ligand's

approval shall be deemed granted. Results from any such clinical evaluation shall not be publicly disclosed or disclosed in confidence to any third party without Ligand's prior written approval, such approval not to be unreasonably withheld.

8.6 Insurance. Both parties shall obtain and at all times during the term of this Agreement maintain, and bear the cost of, liability insurance which, in the judgment of Ligand, is adequate to cover their respective obligations under this Agreement. A certificate of insurance and any other documentation necessary to prove compliance with this provision will be provided to the other party upon request.

9. REPORTING OBLIGATIONS

9.1 Foreign Laws and Regulations: In addition to its obligations under Clauses 4.1, 4.2 and 4.3 to provide Product Authorization and Approval information, Distributor shall advise Ligand of any legislation, rule, regulation or other law (including but not limited to any customs, tax, foreign exchange or foreign trade, antimonopoly, pharmaceutical products or intellectual property law) which is in effect or which may come into effect in the Territory after the date of this Agreement and which may affect the importation of the Products into the Territory or the use of the Products or the protection of Ligand's Intellectual Property Rights therein.

9.2 Record Keeping: At all times during the term of this Agreement, Distributor shall maintain at its principal place of business full, complete and accurate books of account and records with regard to its activities under this Agreement, including, without limitation, records of all sales of the Products including the names of customers to whom Products are sold and total gross sales and net sales for each calendar quarter. Upon reasonable notice, and not more than twice a year, Distributor shall grant Ligand or its representatives access during normal business hours to any premises of Distributor in order that Ligand, at its expense, may inspect Distributor's books and premises related to the Products for the sole purpose of verifying and enforcing compliance by Distributor with its obligations under this Agreement; provided, however, that Distributor shall reimburse Ligand for the full amount of the inspection costs if any inspection under this Clause 9.2 reveals any substantial breach by Distributor of this Agreement, provided that Ligand shall have the burden of establishing any such substantial breach.

9.3 Reports: Distributor shall provide Ligand with quarterly operation reports of Distributor's activities to register, develop and market the Products in the Territory, and shall provide to Ligand copies of all such reports received by Distributor from Dealers. Each such report shall be due within thirty (30) days after the end of the period to which it relates. Each report shall include:

(a) a monthly compilation of all Products distributed by Distributor, including the revenues derived therefrom and a breakdown of the prices charged in respect of each Product; and

(c) a monthly list of the amount of inventory on hand; and

(d) monthly gross and net sales on a per Product, per country basis in local currency and U.S. dollars, using the average exchange rate set forth in the European Central Bank's Web Site for the month.

9.4 Annual Statements: Distributor shall provide Ligand with annual statements within thirty (30) days after the end of each calendar year showing annual sales figures and the amount of inventory on hand as at December 31 of each year, and shall provide to Ligand copies of all such annual statements received by Distributor from Dealers. Such annual statements shall also contain a summary of all promotional activities undertaken by Distributor with respect to the Product during the preceding calendar year, and current credit references.

9.5 Exchange of Adverse Event Information: The recipient of Adverse Event (AE) reports and/or data, either Distributor or Ligand, will mutually exchange and promptly provide in writing, using the latest applicable International Conference on Harmonization of Technical Requirements for Registration of Pharmaceuticals for Human Use (ICH) and Council for International Organizations of Medical Sciences (CIOMS) guidelines for reporting, any adverse event information obtained by the receiving party associated with the use of the Products either as a result of marketed use or from investigational clinical trials:

(a) Without limiting the foregoing, the party that is the original recipient of AE information relating to incidents of serious and unexpected reactions and/or events associated with the use of any of the Products, as defined by the ICH and/or CIOMS guidelines, shall make an initial written report of that information to the other party, via facsimile, not more than 72 hours following receipt of that information. A full written report, following the content and format guidelines indicated in the applicable current ICH and CIOMS guidelines, is to be sent to and received by the other party within seven (7) days following the date the initial recipient receives such AE information.

(b) Distributor shall also provide Ligand with routine quarterly and annual adverse event reports and/or safety data received from any source in the Territory, using the ICH guidelines for the content and format for these types of reports. These reports are intended to be used for and incorporated into Periodic Safety Update Reports [PSUR] as defined by ICH guidelines. Ligand will provide a copy of each of the Products' complete PSUR to the Distributor within five (5) days of submission of the applicable Product's PSUR to the U.S. regulatory authorities.

(c) Distributor shall be responsible for submitting the adverse event/ medical safety (safety surveillance) reports in the countries of the Territory as required by the regulatory authorities. Ligand will hold and maintain the Central AE/ safety database for the Products and reports based on this database, as necessary to meet the requirements of regulatory authorities in the Territory, will be made available

to Distributor during the agreement life. Without limiting the generality of the foregoing, Distributor shall cooperate with Ligand for the development of standard operating procedures for exchange of information concerning Adverse Events and Product safety information derived from Products use in the Territory and each party shall at all times comply with the procedures so developed.

(d) For all of the reports specified above, the language of all exchange between and among the Parties will be English. Distributor will provide Ligand all of the above-required AE reports to the following address:

Ligand Medical Safety
Ligand Pharmaceuticals Inc. 10275 Science Center Drive San Diego, California 92121 U.S.A.

Tel: 1 (619) 550-7588

Fax: 1 (619) 550-1860

Ligand will provide Distributor all of the above-required AE reports to the following address:

Ferrer Group
Pharmacoepidemiology and Safety Medical Department
Gran Via Carlos III, 86
08028 Barcelona Spain
Tel: +34 93 330 61 11
Fax: +34 93 490 70 78

9.6 Recall Procedures: Ligand will provide Distributor with a copy of Ligand's standard operating procedure for recalls of products. Distributor acknowledges the importance of the development and the observance of correct procedures in case of recalls. Distributor shall cooperate with Ligand for the development of recall standard operating procedures and shall at all times comply with the procedures so developed and adhere to Ligand's instructions from time to time and always in accordance with mandatory requirements applicable in the Territory.

10.1    Distributor acknowledges that Ligand cannot and does not guarantee the
        issuance of any Product Authorization for any or all of the Products in
        any country in the Territory.

11.     COVENANTS OF DISTRIBUTOR

11.1    Restrictions: To the extent permissible by law, Distributor is

prohibited from:

(a) Advertising, circulating price lists or otherwise soliciting orders for the Products, and from establishing or maintaining branches, sales offices or distribution depots, outside the Territory for the distribution of the Products;

(b) During the term of this Agreement, seeking the Approval for, or marketing, (a) any products of a third party for a registration indication of CTCL or, (b) any oral or topical product of a third party for a registration indication of Kaposi's Sarcoma, except as agreed by the parties.

12.1    Acknowledgment: Distributor acknowledges Ligand's exclusive right, title
        and interest in and to any and all Intellectual Property Rights
        pertaining to the Products. Distributor shall not at any time during or
        after the term of this Agreement take any act or step impairing the
        Intellectual Property Rights or do anything that may otherwise adversely
        affect the Intellectual Property Rights, provided that any good faith
        legal challenge shall not be deemed to be such an act or step.

12.2    Notices, Trademarks and Name. Distributor shall have the royalty-free
        and (except as to Ligand) exclusive right to use in the Territory, and
        shall use where available, the trademarks in Appendix C designated by
        Ligand for each Product. If no trademark in Appendix C is available for
        a Product in a country of the Territory and Ligand is unable or elects
        not to provide an alternative trademark, then Distributor shall have the
        right to secure, in Ligand's name and for its benefit, trademark rights
        to a substitute mark for the Products in the relevant country and Ligand
        will reimburse Distributor for the pre-approved expenses of securing
        such rights. The rights to the substitute mark shall remain with the
        Product it is used for and shall be transferred accordingly in the event
        that corresponding Product rights are transferred. Distributor shall not
        alter, deface, remove, cover, mutilate, or add to, in any manner
        whatsoever, any patent notice, copyright notice, trademark, trade name,
        serial number, model number or brand name that Ligand may attach or
        affix to the Products. Distributor shall not market the Products under
        any name, sign or logo other than the Trademarks approved by Ligand.
        Distributor may use the Trademarks solely in connection with the
        distribution of the Products and in accordance with Ligand's
        instructions and quality control standards from time to time, and will
        execute any document reasonably requested by Ligand in connection with
        the use and maintenance of the Trademarks in the Territory. Distributor
        acknowledges and agrees that it shall not have any rights in respect of
        the Trademarks except to the extent expressly granted in this Agreement,
        and that all use of the Trademarks in the Territory and all goodwill in
        the Trademarks shall inure to the benefit of Ligand.

12.3    Third Party Claims: Distributor shall promptly notify Ligand of any
        claims or objections that its use of the Intellectual Property Rights in
        connection with the marketing, support or service of the Products may or
        will infringe the copyrights, patents, trademarks or other proprietary
        rights of another Person ("Third Party Claim"). If Distributor is served
        with a legal action or otherwise forced to respond in a legal proceeding
        due to a Third Party Claim,

        Distributor shall (1) without delay, tender the defense of such Third
        Party Claim to Ligand; and (2) render Ligand all reasonable assistance,
        at Ligand's expense, in connection with the defense of any such third
        party claim or objection, whether in the courts, before administrative
        agencies, or otherwise. If Ligand refuses to assume the defense of a
        Third Party Claim, Distributor shall have the right to defend itself
        against such Third Party Claim, in which case Ligand shall render
        Distributor all reasonable assistance, at Ligand's expense. Distributor
        shall not, except as required by law, knowingly make any admission to
        jeopardize, compromise or otherwise limit the validity of Intellectual
        Property Rights.

12.4    Infringement of Intellectual Property Rights: Distributor shall promptly
        notify Ligand of any infringement or suspected infringement of
        Intellectual Property Rights in the Territory relating to the Products
        of which it becomes aware, and provide Ligand with any available
        evidence of such infringement or suspected infringement.

        (a)    Enforcement by Ligand: Ligand, at its option, shall be entitled
               to institute enforcement proceedings ("Enforcement Proceedings")
               in respect of any infringement or unauthorized use of
               Intellectual Property Rights in the Territory. Distributor agrees
               to provide all reasonable co-operation and assistance to Ligand
               in relation to any such Enforcement Proceedings (and agrees to be
               named as a party if legally required). Any reasonable fees and
               costs borne by Distributor shall be reimbursed by Ligand. Ligand
               shall be entitled to deduct its reasonable expenses in relation
               to such Enforcement Proceedings (including reasonable attorney's
               fees and expenses and reimbursements to Distributor) from any
               recovery and any remaining amount shall be distributed pro rata
               among the parties in which Distributor shall receive 50% of any
               remaining recovery and Ligand shall receive 50% of any remaining
               recovery.

        (b)    Enforcement by Distributor: If, after six (6) months of receipt
               of credible evidence of infringement or unauthorized use of
               Intellectual Property Rights in the Territory or such lesser
               period of time if further delay would result in a loss of right
               to bring an Enforcement Proceeding, Ligand elects not to
               institute or continue an already instituted, Enforcement
               Proceeding then Distributor, using attorneys of Distributor's
               choosing reasonably acceptable to Ligand, can undertake or
               continue such Enforcement Proceeding at Distributor's expense. In
               such event, Distributor shall keep Ligand fully and timely
               informed of the action so as to enable Ligand to provide input
               which Distributor shall reasonable consider. Distributor may not
               enter into any settlement agreement or consent to judgement
               relating to the invalidity, unenforceability or noninfringement
               of the Intellectual Property Rights without Ligand's prior
               written consent. Ligand agrees to provide all reasonable
               co-operation and assistance to Distributor in relation to any
               such Enforcement Proceeding at Distributor's expense and agrees
               to be named as a party in any Enforcement Proceeding. Any
               reasonable fees and costs borne by Ligand shall be reimbursed by
               Distributor. If Distributor enforces Intellectual Property Rights
               in the Territory in accordance with this paragraph, Distributor
               shall be entitled to deduct its reasonable expenses in relation
               to such Enforcement Proceeding (including reasonable

attorney's fees and expenses and reimbursements to Ligand) from any recovery and any remaining amount shall be distributed pro rata among the parties in which Distributor shall receive 50% of any remaining recovery and Ligand shall receive 50% of any remaining recovery.

13.1    Non-Disclosure Obligations: During the term of this Agreement, the
        Disclosing Party will disclose certain Confidential Information to the
        Receiving Party to permit the Receiving Party to perform its obligations
        under this Agreement. The Receiving Party shall refrain from using or
        exploiting any and all Confidential Information for any purposes or
        activities other than those expressly authorized in this Agreement. The
        Receiving Party agrees that such Confidential Information shall be kept
        secret by the Receiving Party during the term of this Agreement and
        after the expiration hereof. The Receiving Party shall disclose
        Confidential Information only to its agents, representatives or
        employees with a need to know and shall implement appropriate security
        measures in order to avoid the disclosure or misappropriation of such
        Confidential Information.

13.2    Confidentiality Agreements: Both parties shall cause each of their
        directors, officers and employees and the directors, officers and
        employees of, respectively, Distributor's Dealers and agents, and
        Ligand's assignees, who will receive Confidential Information pursuant
        to Clause 13.1 to enter into a Confidentiality Agreement in a form
        approved by both parties. The Distributor and Ligand, respectively,
        shall at their own expense undertake the enforcement of any such
        Confidentiality Agreement in the event of any breach thereof. Execution
        of Confidentiality Agreements by the parties shall not, however, be
        construed as limiting their duties or obligations hereunder.

13.3    Ownership of Ligand's Materials. All files, lists, records, documents,
        drawings, specifications and records, whether in written or electronic
        form, which incorporate or refer to all or a portion of Ligand's
        Confidential Information shall remain the sole property of Ligand. Such
        materials shall be promptly returned (1) upon Ligand's reasonable
        request, or (2) in accordance with Clause 17.2 of this Agreement upon
        termination of this Agreement, whichever is earlier.

13.4    Exceptions. The provisions of this Clause 13 shall not apply, or cease
        to apply, to information supplied by Ligand if it (1) was already known
        to Distributor; (2) came into the public domain without breach of
        confidence by Distributor or any other Person; (3) was received by
        Distributor from a third party without restrictions on their use in
        favor of Ligand; or (4) is required to be disclosed pursuant to any
        statutory or regulatory provision or court order; provided that
        Distributor shall have the burden of establishing any of the foregoing
        exceptions.

14.     LIGAND WARRANTY, INDEMNITY, AND LIMITATIONS OF LIABILITY

14.1    Non-Infringement. To the best of Ligand's knowledge, the sale and use of
        the Products

        does not infringe the proprietary rights of any third party in the
        Territory, and no court proceedings or any other procedure for
        infringement of patent, copyright, trademark, trade secret or any other
        property rights have been brought against Ligand with respect to the
        Products as of the effective date of this Agreement. Ligand makes no
        warranty or representation, implied or otherwise, that the Products
        and/or their sale or use will not infringe the property rights of any
        third party in the Territory.

14.2    Products Warranty: Ligand warrants that all Products supplied hereunder
        shall (1) conform to the products specifications therefor, as published
        by Ligand from time to time consistent with the data contained in the
        Product Authorizations, and (2) have a shelf life of one year or more
        (or in the case of Ontak, nine months or more) from the date of shipment
        to Distributor. The aforementioned shelf life terms shall be
        proportionally increased from time to time in accordance with improved
        stability data.

14.3    Indemnity: Ligand shall defend, indemnify and hold Distributor and its
        shareholders, managers, officers, directors, agents and employees
        harmless against any and all losses, damages, claims, liabilities, costs
        and expenses (including reasonable attorney's fees) resulting solely
        from the personal injury or death caused by the defective design and/or
        manufacture of the Products when supplied to Distributor by Ligand or by
        Ligand's appointee, provided that Distributor promptly notifies Ligand
        in writing of any claim, action or suit potentially giving rise to the
        indemnification obligation hereunder. Ligand shall have the sole and
        absolute control of, and discretion in, the handling of the defense
        and/or settlement of any such claim, action or suit, including, without
        limitation, the selection of defense counsel, and Distributor shall
        fully cooperate with Ligand in the defense and settlement of all such
        claims, actions or suits, provided, however, that Distributor may take
        any appropriate action necessary to preserve or avoid prejudice to its
        interests, or the interests of Ligand as indemnitor, in the event that
        (1) notice to Ligand cannot be given in sufficient time for Ligand to
        take action, or (2) Ligand, after prompt notice and inquiry from
        Distributor, fails to acknowledge its obligation to indemnify
        Distributor under this clause.

14.4    DISCLAIMERS. TO THE FULL EXTENT PERMITTED BY LAW, APART FROM THE
        FOREGOING WARRANTIES AND INDEMNITY, LIGAND MAKES NO ADDITIONAL
        REPRESENTATIONS OR WARRANTIES AND HEREBY DISCLAIMS ALL WARRANTIES,
        REPRESENTATIONS, AND LIABILITIES, WHETHER EXPRESS OR IMPLIED, ARISING
        FROM CONTRACT OR TORT (EXCEPT FRAUD), IMPOSED BY STATUTE OR OTHERWISE,
        RELATING TO THE PRODUCTS AND/OR ANY PATENTS OR TECHNOLOGY USED OR
        INCLUDED IN THE PRODUCTS, INCLUDING ANY WARRANTIES AS TO
        MERCHANTABILITY, FITNESS FOR PURPOSE, CORRESPONDENCE WITH DESCRIPTION,
        OR NON-INFRINGEMENT.

14.5    LIMITATION. IN NO EVENT WILL LIGAND BE LIABLE FOR CONSEQUENTIAL,
        INCIDENTAL OR SPECIAL DAMAGES, INCLUDING ANY LOSS OF PROFITS, EVEN IF
        LIGAND HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH

        DAMAGES.

14.6    LIABILITY CAP. IN NO EVENT SHALL LIGAND'S LIABILITY TO DISTRIBUTOR
        EXCEED AN AMOUNT EQUAL TO THE AGGREGATE BASE PRICES PAID BY DISTRIBUTOR
        TO LIGAND FOR PRODUCTS DURING THE LAST CALENDAR QUARTER, except that
        this liability limitation shall not apply to Ligand's indemnity
        obligation under section 14.3 arising from personal injury or death
        caused by the defective design and/or manufacture of the Products when
        supplied to Distributor by Ligand or by Ligand's appointee.

15.     DISTRIBUTOR'S WARRANTIES, INDEMNITY AND LIMITATIONS OF LIABILITY

15.1    Warranties: Distributor represents and warrants to Ligand that:

        (a)    Distributor is a corporation duly organized, validly existing and
               in good standing under the laws of Spain and has the corporate
               power to execute this Agreement and to perform its obligations
               hereunder;

        (b)    the person or persons executing this Agreement on behalf of
               Distributor have been duly authorized to do so by all requisite
               corporate or other actions of Distributor;

        (c)    this Agreement is the legal, valid and binding obligation of
               Distributor, enforceable in accordance with its terms;

        (d)    the execution, delivery and performance of this Agreement by
               Distributor does not and will not conflict with or result in a
               breach of any agreement, instrument or understanding, oral or
               written, to which Distributor is a party or by which Distributor
               may be bound, nor violate any law or regulation of any court or
               Governmental Authority having jurisdiction over Distributor;

        (e)    Distributor will maintain at all times during this Agreement all
               necessary Approvals, according to Clause 4.2; and

        (f)    all Affiliates of Distributor are duly organized, validly
               existing and in good standing under the laws of the country in
               which they operate and have the power to perform all obligations
               under this Agreement that they are assigned by Distributor.

15.2    Indemnity: Distributor shall indemnify and hold Ligand and its
        shareholders, managers, officers, directors, agents and employees
        harmless against any and all losses, damages, claims, liabilities, costs
        and expenses (including reasonable attorneys' fees) resulting from any
        breach by Distributor of this Agreement so declared by a court of
        competent jurisdiction or as agreed between the parties, or resulting
        from any claim that may be made by reason of any damage caused by an act
        or omission of Distributor or any of its shareholders, managers,
        officers, directors, agents or employees whenever such act or omission
        is in connection with this Agreement, contrary to the law and is so
        declared by

a court of competent jurisdiction or as agreed between the parties.

15.3    LIMITATION. IN NO EVENT WILL DISTRIBUTOR BE LIABLE FOR CONSEQUENTIAL,
        INCIDENTAL OR SPECIAL DAMAGES, INCLUDING ANY LOSS OF PROFITS, EVEN IF
        DISTRIBUTOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

16.     TERMINATION

16.1    Termination by Ligand: Ligand may terminate this Agreement, at its sole
        discretion: (1) in its entirety; or (2) in respect of any specified part
        of the Territory and/or any one or more of the Products only, by giving
        Distributor thirty (30) days written notice of termination, effective on
        the date such notice is received, in the event that:

        (a)    Distributor breaches any of its material obligations under this
               Agreement, and fails to cure such breach within thirty (30) days
               of receiving a written notice from Ligand specifying such breach
               and requiring it to be cured;

        (b)    Distributor takes any act or step impairing the Intellectual
               Property Rights or does anything that may otherwise adversely
               affect the Intellectual Property Rights of Ligand, provided,
               however, that Ligand may exercise its rights of termination
               pursuant to this Clause 16.1(b) whether or not the Distributor's
               legal challenge of Ligand's rights is in good faith;

        (c)    Distributor enters into insolvency or bankruptcy or is unable to
               pay its debts as they fall due, or a trustee or receiver or the
               equivalent is appointed to Distributor, or proceedings are
               instituted against Distributor in the Territory relating to
               dissolution, liquidation, winding up, bankruptcy, insolvency or
               the relief of creditors, if such proceedings are not terminated
               or discharged within thirty days;

        (d)    there is a change of control of Distributor, beyond its corporate
               structure and owners on the Effective Date, or a sale or
               disposition by Distributor to a third party other than its owners
               and companies in its corporate structure on the Effective Date of
               substantially all of its assets, without the prior written
               approval of Ligand, which approval may be given or withheld in
               Ligand's sole discretion. For the purposes of this Clause
               16.1(d), the transfer (whether direct or indirect) of all or a
               majority of the capital stock of Distributor or the merger,
               consolidation or reorganization of Distributor beyond its
               corporate structure and owners on the Effective Date shall be
               considered a "change in control" of Distributor;

         (e)   any event of Force Majeure, as defined in Clause 19.6 hereof,
               occurs and prevents Distributor from performing its obligations
               under this Agreement for a period of 90 days or more, provided
               there is no commercially reasonable alternative;

(f) Distributor ceases to carry on business in the marketing of pharmaceutical products in the Territory;

(g) any law, decree, or regulation is enacted within the Territory which would substantially impair or restrict (1) Ligand's right to terminate or elect not to renew this Agreement as herein provided; (2) Ligand's right, title or interest in the Products or the Intellectual Property Rights therein; or (3) Ligand's right to collect the purchase prices for the Products as set forth in this Agreement; or

(h) an adverse event occurs which has substantially impaired the

               ability of Distributor to continue to perform its obligations
               hereunder and Distributor is unable to provide Ligand with
               adequate assurance of future performance.

16.2    Termination by Distributor: Distributor may terminate this Agreement, at
        its sole discretion: (1) in its entirety; or (2) in respect of any
        specified part of the Territory and/or one or more of the Products only,
        by giving Ligand thirty (30) days written notice of termination,
        effective on the date such notice is received, in the event that:

        (a)    Ligand breaches any of its material obligations under this
               Agreement, and fails to cure such breach within thirty (30) days
               of receiving a written notice from Distributor specifying such
               breach and requiring it to be cured;

        (b)    any event of Force Majeure, as defined in Clause 19.6 hereof,
               occurs and prevents Ligand from performing its obligations under
               this Agreement for a period of 90 days or more, provided there is
               no commercially reasonable alternative;

        (c)    the Governmental Authorities have not issued the requisite
               Product Authorization or Approval for any Product for any country
               in the Territory;

        (d)    any law, decree, or regulation is enacted within the Territory
               which would substantially impair or restrict (1) Distributor's
               right to terminate or elect not to renew this Agreement as herein
               provided; (2) Ligand's right, title or interest in the Products
               or the Intellectual Property Rights therein; or (3) Distributor's
               right to market and distribute the Products in accordance with
               this Agreement; or

        (e)    an adverse event occurs which has substantially impaired Ligand's
               ability to continue to perform its obligations hereunder and
               Ligand is unable to provide Distributor with adequate assurance
               of future performance.

17.     RIGHTS AND OBLIGATIONS UPON TERMINATION/NONRENEWAL

17.1    Cessation of Rights: Upon expiration or termination (collectively, the
        "Termination") of this Agreement for any reason whatsoever as provided
        herein all rights and obligations of the parties hereunder shall cease,
        except as provided in Clauses 19.5 of this Agreement; provided, however,
        that Termination of this Agreement shall not relieve the parties hereto

        of any obligations accrued prior to said Termination. Distributor,
        following notice of Termination by Ligand, shall be entitled to purchase
        under the terms and conditions of this Agreement, any Products the
        orders for which were accompanied by payment and which were accepted by
        Ligand prior to the effective date of Termination, even though shipment
        of the Products may be made subsequent to the date of Termination,
        provided that Distributor has paid all outstanding obligations to
        Ligand. Upon Termination by Ligand pursuant to Clauses 16.1, Distributor
        shall immediately cease to use any advertising or promotional materials
        relating to the Products and discontinue any previously authorized use
        of the Trademarks and Confidential Information (except for activities
        permitted by the last sentence of Clause 17.3), and shall cease all
        conduct that might cause any Person to believe that Distributor is a
        distributor of the Products or otherwise connected with Ligand.

17.2    Return of Materials and Customer List: Upon Termination, Distributor
        shall promptly return to Ligand, or deliver to a third party designated
        by Ligand, and shall cause its Dealers and employees to return or
        deliver, all sales materials, Confidential Information in written,
        recorded or other tangible form and other items in Distributor's
        possession, which Ligand has furnished or supplied to Distributor, or
        which Distributor has furnished to its Dealers and employees, and all
        customer lists for Ligand Products. If Distributor purchased any such
        materials or other items, Distributor shall be reimbursed in an amount
        equal to the net price paid by Distributor for the same.

17.3    Repurchase of Inventory: Ligand shall have the option, exercisable at
        its sole discretion by written notice to Distributor within thirty (30)
        days after Termination, to repurchase all or part of Distributor's
        remaining inventory of Products. The price payable by Ligand upon the
        exercise of the option shall be the net price paid by Distributor to
        Ligand for the Products, plus the costs of re-shipment to San Diego,
        California, or to such other destination within the Territory as Ligand
        may designate. Upon receipt of Ligand's notice of exercise of its option
        pursuant to this clause, Distributor shall ship its inventory of
        Products on hand to such location as Ligand may designate. If Ligand
        does not exercise its rights under this clause, Distributor shall have
        the right to sell its existing inventory for a period of six (6) months
        following the date of Termination.

17.4    Product Authorizations, Trademarks and other Product rights: Upon
        Termination of this Agreement as provided herein for any reason
        whatsoever, Distributor shall immediately take all steps necessary to
        transfer to Ligand, or to Ligand's designee, any and all rights
        Distributor may have to Product Authorizations, Trademarks and any other
        rights associated with the Products, to the extent permitted by
        applicable law and at Distributor's cost. Distributor shall, at the time
        for application for Product Authorizations, take all reasonable steps to
        ensure that such transfers may later be completed. If such transfer is
        not possible, Distributor shall use its best efforts to arrange for
        Ligand or its designee to rely upon such Product Authorizations and
        shall permit Ligand or its designee to use and reference such Product
        Authorizations in its own applications.

17.5    Survival of Non-Disclosure Obligation: Notwithstanding the Termination
        of this Agreement, both Parties shall continue to abide by the terms of
        its non-disclosure

        obligations with respect to Confidential Information under Clause 12
        of this Agreement.

17.6    Waiver of Termination Compensation: Neither Party shall be liable for,
        and each Party hereby waives, all right to compensation and all claims
        of any kind whether on account of the loss by the other of present or
        prospective profits, or anticipated orders, or expenditures,
        investments, or commitments made in connection with this Agreement,
        goodwill created, or on account of any other cause whatsoever.

18.     CERTAIN PAYMENTS

18.1    No Payments: Distributor shall not make, offer or agree to offer
        anything of value to any government official, political party or
        candidate for government office. Distributor undertakes that there is
        not now nor will there be any employment of or beneficial ownership of
        Distributor by governmental or political officials in the Territory.
        Distributor will indemnify and hold harmless Ligand against any and all
        losses, costs, expenses or liabilities resulting from any breach by
        Distributor of its obligations under this Clause 18.

19.     GENERAL PROVISIONS

19.1    Waivers: The waiver by either party of a breach or default in any of the
        provisions of this Agreement by the other party shall not be construed
        as a waiver of any succeeding breach of the same or other provisions.

19.2    Entire Agreement and Amendments: This Agreement constitutes the entire
        agreement between the parties with respect to the subject matter hereof
        and supersedes all prior agreements between the parties, whether written
        or oral, relating to the same subject matter. No modification,
        amendments or supplements to this Agreement shall be effective for any
        purpose unless in writing, signed by each party.

19.3    Governing Language: This Agreement has been prepared and executed in the
        English language. No authorized translation has been prepared or
        executed. In the event that any translation is prepared, the English
        language version of this Agreement shall govern. All written
        correspondence between the parties shall be in the English language.

19.4    Further Assurances: Each party agrees to do such acts and execute such
        further documents as may be necessary or desirable to enable the
        performance of and to fulfill the provisions and intent of this
        Agreement.

19.5    Assignments: This Agreement is entered into by Ligand in reliance upon
        the facilities, personnel and technical expertise of Distributor, and
        Distributor may only transfer or delegate the performance of the
        Agreement or any part thereof to a Dealer pursuant to the terms and
        conditions of Clause 2.1. Nothing herein contained, however, shall
        prevent Ligand or Distributor from assigning this Agreement in whole or
        in part to, or causing any order or orders to be filled in whole or in
        part by, any Affiliate of Ligand or the Distributor, respectively.
        Ligand shall also have the right to assign this agreement in amerger or

        acquisition in which Ligand is not the surviving entity, or as part of a
        transfer of all or substantially all of the assets of its business to
        which this Agreement pertains.

19.6    Force Majeure: Neither party shall be liable to the other party for any
        delay or omission in the performance of any obligation under this
        Agreement, other than the obligation to pay monies, where the delay or
        omission is due to any cause or condition beyond the reasonable control
        of the party obliged to perform, including, but not limited to, strikes
        or other labor difficulties, acts of God, acts of government (in
        particular with respect to the refusal to issue necessary import or
        export licenses), war, riots, embargoes, or inability to obtain supplies
        ("Force Majeure"). If Force Majeure prevents or delays the performance
        by a party of any obligation under this Agreement, then the party
        claiming Force Majeure shall promptly notify the other party thereof in
        writing.

19.7    Notices: Unless otherwise specifically provided, all notices required or
        permitted by this Agreement shall be in writing and in English,
        effective upon receipt, and may be delivered personally, or may be sent
        by facsimile, commercial express courier, or first class air mail,
        postage prepaid, addressed as follows:

        If to Ligand: Ligand Pharmaceuticals Incorporated
                      10275 Science Center Drive
                      San Diego, California 92121

        Attention:     General Counsel

        Facsimile:    (+) (1) (619) 550-1825


        If to Distributor:   Ferrer Internacional, S.A.
                             Gran Via Carlos III, 94,
                             08028 Barcelona, Spain

        Attention:           Licensing Department (cc. Legal Department)
        Facsimile:           (+) (34) (3) 330 80 57

20.1    Choice of Law: This Agreement is governed by, and shall be construed in
        accordance with, the laws of the State of California, United States of
        America, excluding (a) conflicts of laws rules, and (b) the United
        Nations' Convention on Contracts for the International Sale of Goods.
        The parties shall endeavor to resolve amicably any and all disputes
        arising under or in connection with this Agreement, including but not
        limited to the interpretation of this Agreement, its validity and the
        performance hereunder.

20.2    Disputes: Any dispute between the parties relating to the validity,
        performance, interpretation or construction of this Agreement that
        cannot be resolved amicably between the parties shall be submitted to
        the exclusive jurisdiction of the courts, including the United States
        District Courts, in the State of California. Each party hereto
        irrevocably submits to the personal jurisdiction of the courts in
        California, for the resolution of all disputes hereunder.

20.3    Right to Judicial Remedies: Nothing in this Clause 20 shall be construed
        to impair or restrict either Party's right to judicial remedies,
        including preliminary and permanent injunctions from any court of
        competent jurisdiction to prevent any infringement of the Intellectual
        Property Rights, representation of competitive products, and/or
        disclosure of the Confidential Information.

IN WITNESS WHEREOF, each party has caused its duly authorized representative to execute and deliver this Agreement in reliance on the due authority of the representative of the other party, to be effective as of March 26, 1999.

DISTRIBUTOR: LIGAND PHARMACEUTICALS, INC:

By:  /s/ R. FOGUET                          By:    /s/ David E. Robinson
    ---------------------------                 ------------------------------
Title: CEO                                  Title: Chairman, President and OEO
      -------------------------                   ----------------------------

SERAGEN, INC.:

By:     /s/ Paul V. Maier
      -------------------------
Title:         CEO
       ------------------------

PRODUCT                                   COVERED INDICATIONS
Panretin(TM) Gel (alitretinoin)           All indicatioNS

Panretin(TM) Capsules (alitretinoin)      All indicatioNS

Ontak(TM) (denileukin diftitox)           All indicatioNS

Targretin(TM) Gel (bexarotene)            The treatment, palliation, prevention
                                          and/or remission of cancer and
                                          dermatological diseases

Targretin(TM) Capsules (bexarotene)       The treatment, palliation, prevention
                                          and/or remission of cancer and
                                          dermatological diseases

App. 1

1. Targretin(TM) products:      ***% of Resale PricE.

2. Ontak(TM) products:          ***% of Resale PricE.

3. Panretin(TM) products:       ***% of Resale PricE.

Trademark             Generic Product Name                Country         Trademark Status
---------             --------------------                -------         ----------------
Panretin(TM)          alitretinoin                        US                    Registered
                                                          Brazil                Pending
                                                          Chile                 Pending
                                                          Colombia              Pending
                                                          Venezuela             Pending

Targretin(TM)          bexarotene                         US                    Registered
                                                          Argentina             Pending
                                                          Brazil                Pending
                                                          Chile                 Pending
                                                          Colombia              Pending
                                                          Venezuela             Pending

Ontak(TM)             denileukin diftitox                 US                    Pending

Onact(TM)             denileukin diftitox                 Brazil                Pending

App. 3

APPENDIX D

COUNTRIES INCLUDED IN TERRITORY

* Argentina
* Chile
* Uruguay
* Paraguay
* Bolivia
* Brazil
* Peru
* Ecuador
* Colombia
* Venezuela
* Guyana
* Surinam
* French Guyana
* Panama
* Costa Rica
* Nicaragua
* Honduras
* El Salvador
* Guatemala
* Belize
* Dominican Republic

App. 4