>>Can a Ligand expert point at old, relevant posts to that company?<<
Snippets from the last 10-K:
>>we are required under the terms of our agreement with Elan, to spend not less than $7 million through May 2003 to undertake additional clinical activities related to the commercialization of Morphelan. In the event we do not spend this amount, any shortfall would have to be paid to Elan.<<
>>In September 1998, the Company and Elan Corporation, plc (“Elan”) signed a binding letter of agreement, which provided for financing to the Company and a license to Elan’s product Morphelan. Significant provisions of these and subsequent arrangements are as follows:
Financing Arrangement
In 1998, Elan purchased approximately $20 million of the Company’s Common Stock and $40 million in issue price of zero coupon convertible senior notes, due 2008 with an 8% per annum yield to maturity (the “Notes”), convertible into the Company’s Common Stock at $14 per share. In 1999, the Company issued $40 million of Notes to Elan, convertible at $14 per share and $20 million of Notes, convertible at $9.15 per share. In December 1999, Elan converted Notes of $20 million plus accrued interest into 2,244,460 shares of the Company’s Common Stock. The Company provided Elan a $2.2 million conversion incentive through the issuance of an additional 188,572 shares of the Company’s Common Stock. In March 2000, Elan converted an additional $20 million in Notes plus accrued interest into 1,501,543 shares of the Company’s Common Stock. The Company provided Elan a $2 million conversion incentive through the issuance of 98,580 shares of the Company’s Common Stock. On December 29, 2000, the Company issued the final $10 million of Notes to Elan provided for under the terms of the agreement, convertible at $14.16 per share. The proceeds were received on January 2, 2001.
The financing arrangement with Elan contains an anti-dilution provision. In accordance with such provision and as a result of other equity issuances by the Company, the Company sold 52,712 shares of Common Stock and 91,406 warrants to Elan in 1999 for $839,000 and 416,667 shares of Common Stock in 2001 for $5 million. Assuming conversion of its outstanding Notes and warrants, Elan would own approximately 18.6% of Ligand’s shares on a fully diluted basis.
License Agreement
Elan also agreed to exclusively license to the Company in the United States and Canada its proprietary product Morphelan™, a form of morphine for pain management in oncology and HIV patients. For the rights to Morphelan™ the Company paid Elan certain license fees in 1998, with milestone payments due upon the occurrence of certain events up to and including the approval of the NDA in the United States. Payments may be in cash, or subject to certain conditions, in the Company’s Common Stock or Notes. In November 1998, the Company paid Elan $5 million through the issuance of 429,185 shares of the Company’s Common Stock and $10 million from the issuance of Notes. In December 1999, the Company paid Elan $5 million through the issuance of 498,443 shares of the Company’s Common Stock related to Elan completing patient enrollment for Morphelan phase III clinical trials. In June 2000, as a result of Elan’s submission of the Morphelan NDA, the Company made a $4 million payment through the issuance of 367,183 shares of the Company’s Common Stock. Elan could receive up to $5 million upon approval of Morphelan by the FDA. The Company is also committed to spend not less than $7 million through May 2003 to undertake additional clinical activities related to the commercialization of Morphelan. In the event the Company does not spend this amount, any short fall would be paid to Elan.
Distribution Agreement
In February 2001, the Company and Elan entered into a distribution agreement providing for the distribution of certain of the Company’s products in various European and other international territories for a term of ten years. The Company received a payment at contract inception and may receive additional payments as products are submitted and approved in the territories.<<
>>In November 1998, the Shareholder Rights Plan was amended to exclude Elan or any of its affiliates as an acquiring person to the extent of their ownership on or before November 9, 2005 of up to 25% of the Company’s Common Stock on a fully diluted basis or thereafter to the extent their ownership exceeds 20% on November 9, 2005.<<
The last 13D shown for Ligand has Elan owning a bit more than 12 million shares, but that was 9/2000:
sec.gov
This the kind of stuff you were looking for? Hope so. I can try digging a bit more to get a better idea of the share count. Presumably, in Europe Elan is distributing Targretin, Panretin, & ONTAK, or combination thereof.
Rick, this is a huge research project; Elan has so many stakes in so many companies. I wouldn't touch it because I knew I'd have no chance of comprehending it in time. Focus, you said.
Cheers, Tuck |
