Item 1.01 Entry into a Material Definitive Agreement. On September 8 and 9, 2020, we made two acquisitions to strengthen and complement our antibody discovery business.

Pursuant to an Agreement and Plan of Merger dated September 8, 2020, we acquired xCella Biosciences, Inc. We paid $7.0 million in cash (subject to holdback and adjustments), and issued earnout rights for up to $5.0 million tied to our use of the xCella technology for partnered research and development and for up to $25.75 million as a 25% share of milestone payments ever received by us under a certain existing xCella partner arrangement.

xCella is an antibody discovery company built on scientific research from Stanford University and MIT. xCella's xPloration™ platform is a proprietary microcapillary platform that can screen single B cells for specificity and bioactivity. We intend to use this platform to increase our antibody discovery throughput and efficiency. This acquisition also provides us with an existing antibody discovery program with Teva Pharmaceuticals. xCella is based in Menlo Park, California.

Pursuant to a separate Agreement and Plan of Merger dated September 9, 2020, we acquired Taurus Biosciences, LLC. We paid $5.0 million in cash (subject to holdback and adjustments) and issued nontransferable contingent value rights (CVRs) for up to $4.5 million tied to partnered and internal research and development and for up to $25.0 million as a 25% share of post-clinical Taurus product revenues (including milestone payments) ever received by us.

Taurus discovers and develops novel antibodies from immunized cows and cow-inspired libraries. These antibodies feature some of the longest CDR3s-H3s of any species, with unique genetic and structural diversity that can enable binding to challenging antigens with application in therapeutics, diagnostics and research. Taurus' intellectual property related to ultralong CDR3-H3 antibodies was derived from major discoveries at Scripps Research Institute and Applied Biomedical Science Institute. Taurus is based in San Diego, California.

In a related transaction, Taurus entered into a Commercial License Agreement dated September 9, 2020 with Minotaur Therapeutics, Inc. Taurus granted Minotaur a nonexclusive license under Taurus' antibody generation/discovery and other intellectual property, and agreed to contribute $2.5 million to Minotaur. In return, Minotaur agreed to pay Taurus a 3% royalty on developed products and agreed to assign to Taurus any technology Minotaur develops which constitutes or pertains to a long/ultra-long H3 platform (which technology would then be licensed back to Minotaur nonexclusively). Minotaur agreed that it will not (except with Taurus' consent, and except for certain bona fide collaborations) use the licensed technology to offer services to third parties where the subject or objective of such services is a long/ultralong H3 antibody.




Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
    Exhibit No.      Description
        10.1         Agreement and Plan of Merger among Ligand Pharmaceuticals Incorporated, xCella
                     Biosciences, Inc. and other persons, dated September 8, 2020.
        10.2         Agreement and Plan of Merger among Ligand Pharmaceuticals Incorporated, Taurus
                     Biosciences, LLC and other persons, dated September 9, 2020.
        10.3         Contingent Value Rights Agreement between Ligand Pharmaceuticals Incorporated
                     and Vaughn Smider, as Members' Representative (regarding Taurus Biosciences,
                     LLC acquisition), dated September 9, 2020.
        10.4         Commercial License Agreement between Taurus Biosciences, LLC and Minotaur
                     Therapeutics, Inc., dated September 9, 2020.

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses