UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

________________________________________________________________________________________


☒			Quarterly Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934

For the quarterly period ended ~~June 30, 2021~~March 31, 2022


☐			Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the Transition Period From ______ to ______ .

Commission File Number: 001-33093

LIGAND PHARMACEUTICALS INCORPORATED

(Exact name of registrant as specified in its charter)


Delaware			77-0160744
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

5980 Horton Street, Suite 405
Emeryville
CA			94608
(Address of principal executive offices)			(Zip Code)

(858) 550-7500

(Registrant's Telephone Number, Including Area Code)

~~3911 Sorrento Valley Boulevard, Suite 110~~

~~San Diego, CA 92121~~

~~(Former Name or Former Address, if Changed Since Last Report)~~

Securities registered pursuant to Section 12(b) of the Act:


Title of each class:	Trading symbol:	Name of each exchange on which registered:
Common Stock, par value $0.001 per share	LGND	The Nasdaq Global Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,”

and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one)

Large Accelerated Filer

☒

Accelerated Filer

☐

Non-Accelerated Filer

☐

Smaller Reporting Company

☐

Emerging Growth Company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of ~~July 30, 2021,~~May 5, 2022, the registrant had ~~16,676,532~~16,861,339 shares of common stock outstanding.

LIGAND PHARMACEUTICALS INCORPORATED

QUARTERLY REPORT

FORM 10-Q

TABLE OF CONTENTS


PART I. FINANCIAL INFORMATION
	ITEM 1. Condensed Consolidated Financial Statements (unaudited)	4
	Condensed Consolidated Balance Sheets	4
	Condensed Consolidated Statements of Operations	5
	Condensed Consolidated Statements of Comprehensive Income (Loss)	6
	Condensed Consolidated Statements of Stockholders' Equity	7
	Condensed Consolidated Statements of Cash Flows	8
	Notes to Condensed Consolidated Financial Statements	109
	ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations	2523
	ITEM 3. Quantitative and Qualitative Disclosures about Market Risk	3228
	ITEM 4. Controls and Procedures	3228
PART II. OTHER INFORMATION
	ITEM 1. Legal Proceedings	3229
	ITEM 1A. Risk Factors	3229
	ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds	3632
	ITEM 3. Defaults Upon Senior Securities	3632
	ITEM 4. Mine Safety Disclosures	3632
	ITEM 5. Other Information	3632
	ITEM 6. Exhibits	3734
	SIGNATURE	3734


GLOSSARY OF TERMS AND ABBREVIATIONS
Abbreviation			Definition
~~2020~~2021 Annual Report			Annual Report on Form 10-K for the year ended December 31, ~~2020,~~2021, filed with the SEC on February ~~24, 2021~~28, 2022
2023 Notes			$750.0 million aggregate principal amount of convertible senior unsecured notes due 2023
Ab Initio			Ab Initio Biotherapeutics, Inc.
Amgen			Amgen, Inc.
~~ANDA~~APAC			~~Abbreviated New Drug Application~~Avista Public Acquisition Corp. II
ASC			Accounting Standards Codification
ASU			Accounting Standards Update
~~Aziyo~~			~~Aziyo Med, LLC~~
CE			~~Captisol-enabled~~
Company			Ligand Pharmaceuticals Incorporated, including subsidiaries
~~CorMatrix~~			~~CorMatrix Cardiovascular, Inc.~~
CVR			Contingent value right
Crystal			Crystal Bioscience, Inc.
~~CStone Pharmaceuticals~~			~~CStone Pharmaceuticals (Suzhou) Co., Ltd.~~
CyDex			CyDex Pharmaceuticals, ~~Inc.~~
~~Dianomi Therapeutics~~			~~Dianomi Therapeutics,~~ Inc.
ESPP			Employee Stock Purchase Plan, as amended and restated
FASB			Financial Accounting Standards Board
FDA			Food and Drug Administration
GAAP			Generally accepted accounting principles in the United States
Gilead			Gilead Sciences, Inc.
~~GRA~~			~~Glucagon receptor antagonist~~
Icagen			Icagen, Inc.
~~IND~~			~~Investigational New Drug~~
Ligand			Ligand Pharmaceuticals Incorporated, including subsidiaries
Merger Agreement			Agreement and Plan of Merger, dated as of March 23, 2022, among APAC, Ligand, OmniAb and Merger Sub
Merger Sub			Orwell Merger Sub, Inc., a wholly owned subsidiary of APAC
Metabasis			Metabasis Therapeutics, Inc.
NDA			New Drug Application
OmniAb			OmniAb, Inc.
OmniAb Business			Ligand's antibody discovery business
Pfenex			Pfenex Inc.
~~Pfenex CVR~~			~~Contingent value rights agreement, dated September 30, 2020, by and between Ligand and Pfenex~~
~~Pfizer~~			~~Pfizer Inc.~~
~~Q2 2020~~			~~The Company's fiscal quarter ended June 30, 2020~~
Q2Q1 2021			The Company's fiscal quarter ended ~~June 30,~~March 31, 2021
Q1 2022			The Company's fiscal quarter ended March 31, 2022
SBC			Share-based compensation expense
SEC			Securities and Exchange Commission
~~Selexis~~Separation Agreement			~~Selexis, SA~~
~~sNDA~~			~~Supplemental New Drug Application~~
~~Taurus~~			~~Taurus Biosciences, LLC~~
~~Teva~~			~~Teva Pharmaceuticals USA, Inc., Teva Pharmaceutical Industries Ltd.~~Separation and ~~Actavis, LLC, collectively~~Distribution Agreement, dated as of March 23, 2022, among APAC, Ligand and OmniAb
Travere			Travere Therapeutics, Inc.
Viking			Viking Therapeutics, Inc.
xCella			xCella Biosciences, Inc.
~~YTD~~			~~Year-to-date~~

PART I - FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements

LIGAND PHARMACEUTICALS INCORPORATED

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(in thousands, except par value)


		June 30, 2021		December 31, 2020			March 31, 2022		December 31, 2021
ASSETS	ASSETS					ASSETS
Current assets:	Current assets:					Current assets:
Cash and cash equivalents	Cash and cash equivalents	$	21,863	$	47,619	Cash and cash equivalents	$	14,993	$	19,522
Short-term investments	Short-term investments	279,972		363,567		Short-term investments	189,006		321,586
Accounts receivable, net	Accounts receivable, net	58,156		56,847		Accounts receivable, net	41,797		85,453
Inventory	Inventory	39,946		26,487		Inventory	25,614		27,326
Income taxes receivable	Income taxes receivable	4,694		2,217		Income taxes receivable	—		6,193
Other current assets	Other current assets	6,270		3,822		Other current assets	4,656		4,671
Total current assets	Total current assets	410,901		500,559		Total current assets	276,066		464,751
Deferred income taxes, net	Deferred income taxes, net	27,882		24,320		Deferred income taxes, net	35,655		34,482
Intangible assets, net	Intangible assets, net	572,006		595,330		Intangible assets, net	539,707		551,040
Goodwill	Goodwill	190,517		189,662		Goodwill	181,206		181,206
Commercial license and other economic rights, net		10,638		10,979
Commercial license rights, net						Commercial license rights, net	10,121		10,110
Property and equipment, net	Property and equipment, net	17,628		14,434		Property and equipment, net	24,584		20,511
Operating lease right-of-use assets	Operating lease right-of-use assets	6,500		6,892		Operating lease right-of-use assets	15,783		16,542
Financing lease right-of-use assets	Financing lease right-of-use assets	17,383		15,842		Financing lease right-of-use assets	15,620		16,207
Other assets	Other assets	2,828		4,267		Other assets	6,442		2,741
Total assets	Total assets	$	1,256,283	$	1,362,285	Total assets	$	1,105,184	$	1,297,590
LIABILITIES AND STOCKHOLDERS' EQUITY	LIABILITIES AND STOCKHOLDERS' EQUITY					LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:	Current liabilities:					Current liabilities:
Accounts payable	Accounts payable	$	17,273	$	3,784	Accounts payable	$	6,972	$	8,403
Accrued liabilities	Accrued liabilities	10,107		18,530		Accrued liabilities	15,877		17,579
Income taxes liability						Income taxes liability	5,800		—
Current contingent liabilities	Current contingent liabilities	5,650		39,884		Current contingent liabilities	1,524		2,588
Deferred revenue	Deferred revenue	17,147		29,435		Deferred revenue	10,503		10,996
Current operating lease liabilities	Current operating lease liabilities	2,275		1,885		Current operating lease liabilities	1,850		2,053
Current financing lease liabilities	Current financing lease liabilities	45		6,593		Current financing lease liabilities	52		46
Total current liabilities	Total current liabilities	52,497		100,111		Total current liabilities	42,578		41,665
2023 convertible senior notes, net	2023 convertible senior notes, net	315,318		442,293		2023 convertible senior notes, net	176,540		320,717
Long-term contingent liabilities	Long-term contingent liabilities	9,121		9,249		Long-term contingent liabilities	7,448		8,483
Deferred income taxes, net	Deferred income taxes, net	60,053		64,598		Deferred income taxes, net	39,480		59,095
Long-term operating lease liabilities	Long-term operating lease liabilities	4,771		5,643		Long-term operating lease liabilities	16,758		15,494
Other long-term liabilities	Other long-term liabilities	28,006		30,866		Other long-term liabilities	29,188		30,977
Total liabilities	Total liabilities	469,766		652,760		Total liabilities	311,992		476,431
Commitments and contingencies	Commitments and contingencies	0		0		Commitments and contingencies	0		0
Stockholders' equity:	Stockholders' equity:					Stockholders' equity:
Preferred stock, $0.001 par value; 5,000 shares authorized; 0 issued and outstanding at June 30, 2021 and December 31, 2020		0		0
Common stock, $0.001 par value; 60,000 shares authorized; 16,676 and 16,080 shares issued and outstanding at June 30, 2021 and December 31, 2020, respectively		17		16
Preferred stock, $0.001 par value; 5,000 shares authorized; zero issued and outstanding at March 31, 2022 and December 31, 2021						Preferred stock, $0.001 par value; 5,000 shares authorized; zero issued and outstanding at March 31, 2022 and December 31, 2021	—		—
Common stock, $0.001 par value; 60,000 shares authorized; 16,861 and 16,767 shares issued and outstanding at March 31, 2022 and December 31, 2021, respectively						Common stock, $0.001 par value; 60,000 shares authorized; 16,861 and 16,767 shares issued and outstanding at March 31, 2022 and December 31, 2021, respectively	17		17
Additional paid-in capital	Additional paid-in capital	346,578		318,358		Additional paid-in capital	325,368		372,969
Accumulated other comprehensive loss	Accumulated other comprehensive loss	(861)		(801)		Accumulated other comprehensive loss	(1,031)		(917)
Retained earnings	Retained earnings	440,783		391,952		Retained earnings	468,838		449,090
Total stockholders' equity	Total stockholders' equity	786,517		709,525		Total stockholders' equity	793,192		821,159
Total liabilities and stockholders' equity	Total liabilities and stockholders' equity	$	1,256,283	$	1,362,285	Total liabilities and stockholders' equity	$	1,105,184	$	1,297,590

See accompanying notes to unaudited condensed consolidated financial statements.

LIGAND PHARMACEUTICALS INCORPORATED

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(in thousands, except per share amounts)
Three months ended Six months ended
June 30, June 30,
2021 2020 2021 2020
Revenues:
   Royalties $ 8,616 $ 7,181 $ 15,728 $ 13,746
   Captisol 62,509 24,468 93,781 45,577
   Contract revenue 13,550 9,771 30,316 15,258
Total revenues 84,675 41,420 139,825 74,581
Operating costs and expenses:
   Cost of Captisol 30,593 7,644 38,746 12,327
   Amortization of intangibles 11,779 3,875 23,565 7,410
   Research and development 15,953 12,732 33,832 24,623
   General and administrative 14,711 10,069 27,028 19,333
   Other operating income (34,100) 0 (33,800) 0
Total operating costs and expenses 38,936 34,320 89,371 63,693
Income from operations 45,739 7,100 50,454 10,888
Other income (expense):
   Gain (loss) from short-term investments (6,864) 23,460 6,197 (7,281)
   Interest income 233 1,969 529 6,699
   Interest expense (4,883) (6,213) (10,714) (14,761)
   Other income (expense), net (924) 1,803 (7,401) 2,159
Total other income (loss), net (12,438) 21,019 (11,389) (13,184)
Income (loss) before income taxes 33,301 28,119 39,065 (2,296)
Income tax benefit (expense) (2,576) (6,033) 9,766 251
Net income (loss) $ 30,725 $ 22,086 $ 48,831 $ (2,045)
     Basic net income (loss) per share $ 1.84 $ 1.38 $ 2.95 $ (0.13)
     Shares used in basic per share calculations 16,659 16,055 16,548 16,292
     Diluted net income (loss) per share $ 1.79 $ 1.32 $ 2.84 $ (0.13)
     Shares used in diluted per share calculations 17,172 16,694 17,210 16,292


	Three months ended
	March 31,
	2022		2021
Revenues:
Royalties	$	13,695	$	7,112
Captisol	12,122		31,272
Contract revenue	19,876		16,766
Total revenues	45,693		55,150
Operating costs and expenses:
Cost of Captisol	4,699		8,153
Amortization of intangibles	11,813		11,786
Research and development	20,307		17,879
General and administrative	18,180		12,617
Total operating costs and expenses	54,999		50,435
Income (loss) from operations	(9,306)		4,715
Other income (expense):
Gain (loss) from short-term investments	(12,877)		13,061
Interest income	134		296
Interest expense	(789)		(5,831)
Other income (expense), net	2,698		(6,477)
Total other income (loss), net	(10,834)		1,049
Income (loss) before income taxes	(20,140)		5,764
Income tax benefit	4,755		12,342
Net income (loss)	$	(15,385)	$	18,106

Basic net income (loss) per share	$	(0.91)	$	1.10
Shares used in basic per share calculations	16,824		16,435

Diluted net income (loss) per share	$	(0.91)	$	1.05
Shares used in diluted per share calculations	16,824		17,248

See accompanying notes to unaudited condensed consolidated financial statements.

LIGAND PHARMACEUTICALS INCORPORATED

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(Unaudited)

(in thousands)


		Three months ended				Six months ended					Three months ended
		June 30,				June 30,					March 31,
		2021		2020		2021		2020			2022		2021
Net income (loss):	Net income (loss):	$	30,725	$	22,086	$	48,831	$	(2,045)	Net income (loss):	$	(15,385)	$	18,106
Unrealized net gain (loss) on available-for-sale securities, net of tax		(5)		2,742		(60)		(30)
Foreign currency translation		0		(185)		0		(2,064)

Unrealized net loss on available-for-sale securities, net of tax										Unrealized net loss on available-for-sale securities, net of tax	(114)		(55)
Comprehensive income (loss)	Comprehensive income (loss)	$	30,720	$	24,643	$	48,771	$	(4,139)	Comprehensive income (loss)	$	(15,499)	$	18,051

See accompanying notes to unaudited condensed consolidated financial statements.

LIGAND PHARMACEUTICALS INCORPORATED

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

(Unaudited)

(in thousands)

Common Stock Additional paid in capital Accumulated other comprehensive loss Retained earnings Total stockholders' equity
Shares Amount
Balance at January 1, 2021 16,080 $ 16 $ 318,358 $ (801) $ 391,952 $ 709,525
Issuance of common stock under employee stock compensation plans, net 572 1 20,580 — — 20,581
Share-based compensation — — 8,405 — — 8,405
Unrealized net loss on available-for-sale securities, net of deferred tax — — — (55) — (55)
Reacquisition of equity due to 2023 debt extinguishment, net of tax — — (9,086) — — (9,086)
Warrant and bond hedge unwind transactions — — 396 — — 396
Tax effect for 2023 Notes transactions (2,032) (2,032)
Net income — — — — 18,106 18,106
Balance at March 31, 2021 16,652 $ 17 $ 336,621 $ (856) $ 410,058 $ 745,840
Issuance of common stock under employee stock compensation plans, net 24 — 1,103 — — 1,103
Share-based compensation — — 10,216 — — 10,216
Unrealized net loss on available-for-sale securities, net of deferred tax — — — (5) — (5)
Reacquisition of equity due to 2023 debt extinguishment, net of tax (1,073) (1,073)
Tax effect for 2023 Notes transactions (289) (289)
Net income — — — — 30,725 30,725
Balance at June 30, 2021 16,676 $ 17 $ 346,578 $ (861) $ 440,783 $ 786,517


	Common Stock			Additional paid in capital		Accumulated other comprehensive loss		Retained earnings		Total stockholders' equity
	Shares	Amount
Balance at December 31, 2021	16,767	$	17	$	372,969	$	(917)	$	449,090	$	821,159
ASU 2020-06 adoption, net of tax (Note 1)	—	—		(51,130)		—		35,133		(15,997)
Issuance of common stock under employee stock compensation plans, net of shares withheld for payroll taxes	94	—		(5,515)		—		—		(5,515)
Share-based compensation	—	—		9,044		—		—		9,044
Unrealized net loss on available-for-sale securities, net of deferred tax	—	—		—		(114)		—		(114)

Net loss	—	—		—		—		(15,385)		(15,385)
Balance at March 31, 2022	16,861	$	17	$	325,368	$	(1,031)	$	468,838	$	793,192

Common Stock Additional paid in capital Accumulated other comprehensive loss Retained earnings (Accumulated deficit) Total stockholders' equity
Shares Amount
Balance at January 1, 2020 16,823 $ 17 $ 367,326 $ (216) $ 400,105 $ 767,232
Issuance of common stock under employee stock compensation plans, net 105 — (1,008) — — (1,008)
Share-based compensation — — 5,653 — — 5,653
Repurchase of common stock (878) (1) (73,286) — — (73,287)
Unrealized net loss on available-for-sale securities, net of deferred tax — — — (2,772) — (2,772)
Foreign currency translation adjustment — — — (1,879) — (1,879)
Reacquisition of equity due to 2023 debt extinguishment, net of tax — — (2,745) — — (2,745)
Cumulative-effect adjustment from adoption of ASU 2016-13, net of tax (5,167) (5,167)
Net loss — — — — (24,131) (24,131)
Balance at March 31, 2020 16,050 $ 16 $ 295,940 $ (4,867) $ 370,807 $ 661,896
Issuance of common stock under employee stock compensation plans, net 21 — 1,128 — — 1,128
Share-based compensation — — 7,359 — — 7,359
Unrealized net gain on available-for-sale securities, net of deferred tax — — — 2,742 — 2,742
Foreign currency translation adjustment — — — (185) — (185)
Adjustment on reacquisition of equity due to 2023 debt extinguishment, net of tax — — (23) — — (23)
Net income — — — — 22,086 22,086
Balance at June 30, 2020 16,071 $ 16 $ 304,404 $ (2,310) $ 392,893 $ 695,003


	Common Stock			Additional paid in capital		Accumulated other comprehensive loss		Retained earnings		Total stockholders' equity
	Shares	Amount
Balance at January 1, 2021	16,080	$	16	$	318,358	$	(801)	$	391,952	$	709,525
Issuance of common stock under employee stock compensation plans, net of shares withheld for payroll taxes	572	1		20,580		—		—		20,581
Share-based compensation	—	—		8,405		—		—		8,405
Unrealized net loss on available-for-sale securities, net of deferred tax	—	—		—		(55)		—		(55)
Warrant and bond hedge unwind transactions	—	—		396		—		—		396
Reacquisition of equity due to 2023 debt extinguishment, net of tax	—	—		(9,086)		—		—		(9,086)
Tax effect for 2023 Notes transactions	—	—		(2,032)		—		—		(2,032)
Net income	—	—		—		—		18,106		18,106
Balance at March 31, 2021	16,652	$	17	$	336,621	$	(856)	$	410,058	$	745,840

See accompanying notes to unaudited condensed consolidated financial statements.

LIGAND PHARMACEUTICALS INCORPORATED

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

~~(in~~ (in thousands)
Six months ended
June 30,
2021 2020
Cash flows from operating activities:
Net income (loss) $ 48,831 $ (2,045)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Change in estimated fair value of contingent liabilities (33,502) (371)
Depreciation and amortization of intangible assets 25,179 7,869
Amortization of premium (discount) on investments, net 109 1,198
Amortization of debt discount and issuance fees 9,073 12,442
Amortization of commercial license and other economic rights 206 2,733
Loss (gain) on debt extinguishment 7,175 (659)
Share-based compensation 18,621 13,012
Deferred income taxes (9,766) (8,890)
Loss (gain) from short-term investments (6,197) 7,281
Other 595 (1,499)
Changes in operating assets and liabilities:
     Accounts receivable, net (2,659) (11,466)
     Inventory (2,326) 6,977
     Accounts payable and accrued liabilities (4,340) 2,909
     Income tax receivable and payable (2,477) 8,673
     Deferred revenue (14,605) 7,268
     Other assets and liabilities (2,786) (4,128)
                Net cash provided by operating activities 31,131 41,304
Cash flows from investing activities:
Purchase of short-term investments (96,136) (336,726)
Proceeds from sale of short-term investments 150,648 179,431
Proceeds from maturity of short-term investments 34,600 452,405
Cash paid for acquisition, net of cash acquired 0 (15,140)
Purchase of property and equipment (4,794) (791)
Other 135 2,600
               Net cash provided by investing activities 84,453 281,779
Cash flows from financing activities:
Repurchase of 2023 Notes (153,381) (203,210)
Payments under financing lease obligations (9,188) (1,134)
Proceeds from convertible bond hedge settlement 16,855 0
Payments to convertible bond holders for warrant purchases (16,459) 0
Net proceeds from stock option exercises and ESPP 27,584 1,550
Taxes paid related to net share settlement of equity awards (5,901) (1,429)
Share repurchase 0 (73,287)
Payments to CVR Holders (1,050) (1,800)
               Net cash used in financing activities (141,540) (279,310)
Effect of exchange rate changes on cash 0 (160)
Net increase (decrease) in cash, cash equivalents and restricted cash (25,956) 43,613
Cash, cash equivalents and restricted cash at beginning of period 47,963 72,273
Cash, cash equivalents and restricted cash at end of period $ 22,007 $ 115,886
Supplemental disclosure of cash flow information:
Interest paid $ 1,737 $ 2,531
Taxes paid $ 3,552 $ 0
Restricted cash in other current assets $ 144 $ 730
Supplemental schedule of non-cash activity:
Accrued fixed asset purchases $ 359 $ 292
Accrued inventory purchases $ 12,695 $ 3,553
Unrealized loss on AFS investments $ (60) $ (38)


	Three months ended
	March 31,
	2022		2021
Cash flows from operating activities:
Net income (loss)	$	(15,385)	$	18,106
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Change in estimated fair value of contingent liabilities	(1,035)		1,684
Depreciation and amortization of intangible assets	13,655		12,565
Amortization of premium on investments, net	51		150
Amortization of debt discount and issuance fees	326		4,916
Amortization of commercial license rights	(11)		528
Loss (gain) on debt extinguishment	(1,532)		4,840
Share-based compensation	9,044		8,405
Deferred income taxes	(16,180)		(12,408)
Loss (gain) from short-term investments	12,877		(13,090)
Other	(80)		238
Changes in operating assets and liabilities:
Accounts receivable, net	43,638		2,411
Inventory	44		(9,670)
Accounts payable and accrued liabilities	(2,708)		470
Income tax receivable and payable	11,993		1,072
Deferred revenue	(2,453)		(5,695)
Other assets and liabilities	(233)		(3,768)
Net cash provided by operating activities	52,011		10,754

Cash flows from investing activities:
Purchase of short-term investments	(38,190)		(72,148)
Proceeds from sale of short-term investments	132,866		109,407
Proceeds from maturity of short-term investments	24,830		31,500
Cash paid for equity method investment	(750)		—
Purchase of property and equipment	(4,875)		(3,404)
Other	—		(240)
Net cash provided by investing activities	113,881		65,115

Cash flows from financing activities:
Repurchase of 2023 Notes	(163,356)		(108,822)
Payments under financing lease obligations	(13)		(3,801)
Proceeds from convertible bond hedge settlement	—		16,855
Payments to convertible bond holders for warrant purchases	—		(16,459)
Net proceeds from stock option exercises and ESPP	347		26,493
Taxes paid related to net share settlement of equity awards	(5,862)		(5,901)
Payments to CVR Holders	(1,416)		—
Other	(121)		—
Net cash used in financing activities	(170,421)		(91,635)
Net decrease in cash, cash equivalents and restricted cash	(4,529)		(15,766)
Cash, cash equivalents and restricted cash at beginning of period	19,522		47,963
Cash, cash equivalents and restricted cash at end of period	$	14,993	$	32,197


Supplemental disclosure of cash flow information:
Interest paid	$	359	$	241
Taxes paid	$	—	$	344


Supplemental schedule of non-cash activity:



Accrued fixed asset purchases	$	2,574	$	87
Accrued inventory purchases	$	306	$	775

Unrealized loss on AFS investments	$	(114)	$	(55)

See accompanying notes to unaudited condensed consolidated financial statements.

LIGAND PHARMACEUTICALS INCORPORATED

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Unless the context requires otherwise, references in this report to “Ligand,” “we,” “us,” the “Company,” and “our” refer to Ligand Pharmaceuticals Incorporated and its consolidated subsidiaries.

1. Basis of Presentation and Summary of Significant Accounting Policies

Basis of Presentation

Our condensed consolidated financial statements include the financial statements of Ligand and its wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. We have included all adjustments, consisting only of normal recurring adjustments, which we considered necessary for a fair presentation of our financial results. These unaudited condensed consolidated financial statements and accompanying notes should be read together with the audited consolidated financial statements included in our ~~2020~~2021 Annual Report. Interim financial results are not necessarily indicative of the results that may be expected for the full year.

~~Reclassifications~~

Certain amounts in the prior period condensed consolidated financial statements have been reclassified to conform with the current period presentation. Specifically, “contract revenue” and “service revenue” presented in the condensed consolidated statement of operations for the three and six months ended June 30, 2021 have been combined into “contract revenue” in the condensed consolidated statement of operations to conform with the current period presentation.

Significant Accounting Policies

We have described our significant accounting policies in Note 1, Basis of Presentation and Summary of Significant Accounting Policies of the Notes to Consolidated Financial Statements in our ~~2020~~2021 Annual Report.

Use of Estimates

The preparation of condensed consolidated financial statements in conformity with GAAP requires the use of estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and the accompanying notes. Actual results may differ from those estimates.

~~Impact of COVID-19 Pandemic~~

The current COVID-19 worldwide pandemic has presented substantial public health and economic challenges and is affecting our employees and partners, patients, communities and business operations, as well as the U.S. and global economy and financial markets. International and U.S. governmental authorities in impacted regions have taken actions in an effort to slow the spread of COVID-19, including issuing varying forms of “stay-at-home” orders, and restricting business functions outside of one’s home. In response, we have restricted in-person access to our executive offices, our administrative employees are mostly working remotely, and we have limited the number of staff in our research and development laboratories and other facilities. The continued spread of the COVID-19 pandemic and the measures taken by the governments of countries have affected, and could continue to affect, our business and the business of our partners, including future disruptions to our supply chain and the manufacture or shipment of drug substance and finished drug product for Captisol, delays by us or our partners in the initiation or enrollment of patients in clinical trials, discontinuations by patients enrolled in clinical trials, difficulties launching or commercializing products and other related activities, which could delay ongoing clinical trials, increase development costs, reduce royalty revenues and have a material adverse effect on our business, financial condition and results of operations. Several of our partners have reported that their operations have been impacted including delays in research and development programs and deprioritizing clinical trials in favor of treating patients who have contracted the virus or to prevent the spread of the virus. This may lead to clinical trial protocol deviations or to discontinuation of treatment for patients who are currently enrolled in the clinical trials being conducted by us or our partners. In addition, certain of our partners have reported negative impacts on product sales which will impact our royalty revenues.

Some of our partners are working to develop drugs to treat COVID-19. For example, we are supplying Captisol to partners, including Gilead and the Gilead consortium (a consortium of manufacturing partners that Gilead is working with to bring efforts together to help maximize global supply) for remdesivir, the first FDA-approved treatment for COVID-19 for the

~~treatment of patients with COVID-19 requiring hospitalization. In addition, certain of our OmniAb partners have initiated antibody discovery programs for the potential treatment of COVID-19.~~

The full extent to which the COVID-19 pandemic will directly or indirectly impact our business, the businesses of our partners, our results of operations and our financial condition will depend on future developments that are highly uncertain and cannot be accurately predicted, including new information that may emerge concerning COVID-19, the actions taken to contain it or treat its impact, including the timing and extent of governments reopening or further restricting activities, the emergence and spread of COVID-19 variants, and the economic impact on local, regional, national and international markets.

Accounting Standards ~~Not Yet~~Updates, Recently Adopted

In August 2020, the FASB issued ASU 2020-06, ~~Debt—~~Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and ~~Hedging—~~Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own ~~Equity.~~ Equity (“ASU 2020-06”). The guidance simplifies the complexity associated with applying U.S. GAAP for certain financial instruments with characteristics of liabilities and equity. More specifically, the amendments focus on the guidance for convertible instruments and derivative scope exception for contracts in an entity’s own equity. Consequently, a convertible debt instrument, such as the Company’s 2023 Notes, will be accounted for as a single liability measured at its amortized cost, if no other features require bifurcation and recognition as derivatives. The new guidance ~~simplifies accounting~~also requires the if-converted method to be applied for all convertible instruments by removing major separation models required under current GAAP. This standard removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and ~~it also simplifies the diluted earnings per share calculation in certain areas. This standard~~requires additional disclosures. ASU 2020-06 is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020 and adoption must be as of the beginning of the Company’s annual fiscal year. We are currently evaluating the impact of this standard on our consolidated financial statements and related disclosures. We intend to adopt this standard on January 1, 2022.

We doadopted this guidance effective January 1, 2022 under the modified retrospective approach and the comparative information has not ~~believe that any other recently issued, but not yet effective~~been restated and continues to be presented according to accounting ~~pronouncements, if adopted, would have~~standards in effect for those periods. The cumulative effect of the change was recognized as an adjustment to the opening balance of retained earnings at the date of adoption and our 2023 Notes are no longer bifurcated into separate liability and equity components. The principal amount of the 2023 Notes is classified as a ~~material impact on our~~single liability measured at amortized cost in the condensed consolidated ~~financial statements or disclosures.~~balance sheet for the period ended March 31, 2022. Upon adoption of ASU 2020-06 on January 1 2022, we recorded an adjustment to the 2023 Notes liability component, deferred tax liabilities, additional paid-in-capital and retained earnings. This adjustment was calculated based on the carrying amount of the 2023 Notes as if it had always been treated as a single liability measured at amortized cost. Furthermore, we recorded an adjustment to the debt issuance costs contra liability and equity (additional paid-in-capital) components under the same premise, as if debt issuance costs had always been treated as a contra liability only. Under this transition method, the cumulative effect of the accounting change increased the carrying amount of the 2023 Notes by $20.4 million, reduced deferred tax liabilities by $4.4 million, reduced additional paid-in capital by $51.1 million and increased retained earnings by $35.1 million. The net balance of the 2023 Notes at January 1, 2022 is $341.1 million which includes an unamortized discount of $2.2 million.

Revenue

Our revenue is generated primarily from royalties on sales of products commercialized by our partners, Captisol material sales, and contract revenue for services, license fees and development, regulatory and sales based milestone payments.

We apply the following five-step model in accordance with ASC 606, Revenue from Contracts with Customers, in order to determine the revenue: (i) identification of the promised goods or services in the contract; (ii) determination of whether the promised goods or services are performance obligations, including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation.

Royalties

We receive royalty revenue on sales by our partners of products covered by patents that we ~~own.~~or our partners own under contractual agreements. We do not have future performance obligations under these license arrangements. We generally satisfy our obligation to grant intellectual property rights on the effective date of the contract. However, we apply the royalty recognition constraint required under the guidance for sales-based royalties which requires a ~~sales-based~~ royalty to be recorded ~~when~~no sooner than the underlying sale occurs. Therefore, royalties on sales of products commercialized by our partners are recognized in the quarter the product is sold. Our partners generally report sales information to us on a one quarter lag. Thus, we estimate the expected royalty proceeds based on an analysis of historical experience and interim data provided by our partners including their publicly announced sales. Differences between actual and estimated royalty revenues, which have not been material, are adjusted ~~for~~ in the period in which they become known, typically the following quarter.

~~Contract Revenue~~

Our contract revenue includes service revenue, license fees and future contingent milestone based payments. We recognize service revenue for contracted R&D services performed for our customers over time. We measure our progress using an input method based on the effort we expend or costs we incur toward the satisfaction of our performance obligation. We estimate the amount of effort we expend, including the time we estimate it will take us to complete the activities, or costs we incur in a given period, relative to the estimated total effort or costs to satisfy the performance obligation. This results in a percentage that we multiply by the transaction price to determine the amount of revenue we recognize each period. This approach requires us to make estimates and use judgement. If our estimates or judgements change over the course of the collaboration, they may affect the timing and amount of revenue that we recognize in the current and future periods.

We include contingent milestone based payments in the estimated transaction price when there is a basis to reasonably estimate the amount of the payment. These estimates are based on historical experience, anticipated results and our best judgment at the time. If the contingent milestone based payment is sales-based, we apply the royalty recognition constraint and record revenue when the underlying sale has taken place. Significant judgments must be made in determining the transaction price for our sales of intellectual property. Because of the risk that products in development with our partners will not reach development based milestones or receive regulatory approval, we generally recognize any contingent payments that would be due to us upon or after the development milestone or regulatory approval.

Captisol Sales

~~We recognize revenue~~Revenue from Captisol sales is recognized when control of Captisol material is transferred or intellectual property license rights are granted to our customers in an amount that reflects the consideration we expect to receive from our customers in exchange for those products. This process involves identifying the contract with a customer, determining the performance obligations in the contract, determining the contract price, allocating the contract price to the distinct performance obligations in the contract, and recognizing revenue when the performance obligations have been satisfied.products or rights. A performance obligation is considered distinct from other obligations in a contract when it provides a benefit to the customer either on its own or together with other resources that are readily available to the customer and is separately identified in the contract. WeFor Captisol material or intellectual property license rights, we consider aour performance obligation satisfied once we have transferred control of the product or granted the intellectual property rights, meaning the customer has the ability to use and obtain the benefit of the Captisol material or intellectual property license right. We recognize revenue for satisfied performance obligations only when we determine there are no uncertainties regarding payment terms or transfer of control. ~~We have elected to recognize the cost for freight and shipping when or after control over Captisol material has transferred to the customer as an expense in cost of Captisol.~~ Sales tax and other taxes we collect concurrent with revenue-producing activities are excluded from revenue. We have elected to recognize the cost of freight and shipping when control over Captisol material has transferred to the customer as an expense in Cost of Captisol. We expense incremental costs of obtaining a contract when incurred if the expected amortization period of the asset that we would have recognized is one year or less or the amount is immaterial. We did not incur any incremental costs of obtaining a contract during the periods reported.

Contract Revenue

Our contracts with customers often include variable consideration in the form of contingent milestone payments. We include contingent milestone payments in the estimated transaction price when it is probable a significant reversal in the amount of cumulative revenue recognized will not occur. These estimates are based on historical experience, anticipated results and our best judgment at the time. If the contingent milestone payment is based on sales, we apply the royalty recognition constraint and record revenue when the underlying sale has taken place. Significant judgments must be made in determining the transaction price for our sales of intellectual property. Because of the risk that products in development with our partners will not reach development milestones or receive regulatory approval, we generally recognize any contingent payments that would be due to us upon the development milestone or regulatory approval. Depending on the terms of the arrangement, we may also defer a portion of the consideration received if we have to satisfy a future obligation, which typically occurs with our contracts for R&D services.

For R&D services we recognize revenue over time and we measure our progress using an input method. The input methods we use are based on the effort we expend or costs we incur toward the satisfaction of our performance obligation. We estimate the amount of effort we expend, including the time it will take us to complete the activities, or the costs we may incur in a given period, relative to the estimated total effort or costs to satisfy the performance obligation. This results in a percentage that we multiply by the transaction price to determine the amount of revenue we recognize each period. This approach requires us to make numerous estimates and use significant judgement. If our estimates or judgements change over the course of the collaboration, they may affect the timing and amount of revenue that we recognize in the current and future periods.

Some customer contracts are sublicenses which require that we make payments to an upstream licensor related to license fees, milestones and royalties which we receive from customers. In such cases, we evaluate the determination of gross revenue as a principal versus net revenue as an agent reporting based on each individual agreement.

Deferred Revenue

Depending on the terms of the arrangement, we may also defer a portion of the consideration received because we have to satisfy a future obligation. ~~We use an observable price to determine the stand-alone selling price for separate performance obligations or a cost plus margin approach when one is not available.~~

The timing of revenue recognition, billings and cash collections results in billed accounts receivable, unbilled receivables (contract assets), and customer advances and deposits (contract liabilities) on the consolidated balance sheet. Except for royalty revenue and certain service revenue, we generally receive payment at the point we satisfy our obligation or soon after. Therefore, we do not generally carry aany contract asset balance. Any fees billed in advance of being earned are recorded as deferred revenue. During the three ~~and six~~ months ended ~~June 30,~~March 31, 2022 and 2021, the amount recognized as revenue that was previously deferred was ~~$10.3~~$3.7 million, and ~~$16.1 million, respectively. During the three and six months ended June 30, 2020, the amount recognized as revenue that was previously deferred was $2.0 million and $2.4~~$7.3 million, respectively.

Disaggregation of Revenue

The following table represents disaggregation of royalties, Captisol and contract revenue (in thousands):


			Three months ended				Six months ended					Three months ended
			June 30,				June 30,					March 31,
			2021		2020		2021		2020			2022		2021
Royalties	Royalties										Royalties
		Kyprolis	$	5,440	$	5,481	$	9,727	$	9,886
		Evomela	2,193		1,199		4,526		2,775
		Other	983		501		1,475		1,085
Kyprolis											Kyprolis	$	4,622	$	4,287
Evomela											Evomela	2,701		2,333
Teriparatide injection											Teriparatide injection	2,911		16
Rylaze											Rylaze	1,649		—
Other											Other	1,812		476
			$	8,616	$	7,181	$	15,728	$	13,746		$	13,695	$	7,112

Captisol	Captisol		$	62,509	$	24,468	$	93,781	$	45,577	Captisol
Captisol - Core											Captisol - Core	$	6,226	$	1,253
Captisol - COVID(1)											Captisol - COVID(1)	5,896		30,019
												$	12,122	$	31,272

Contract revenue	Contract revenue										Contract revenue
		Service Revenue	$	7,360	$	4,582	$	12,822	$	7,939
		License Fees	1,050		660		2,093		1,635
		Milestone	3,600		3,472		12,017		3,806
		Other	1,540		1,057		3,384		1,878
			$	13,550	$	9,771	$	30,316	$	15,258
Service Revenue											Service Revenue	$	5,146	$	5,462
License Fees											License Fees	3,086		1,043
Milestone											Milestone	9,089		8,417
Other											Other	2,555		1,844
												$	19,876	$	16,766
Total	Total		$	84,675	$	41,420	$	139,825	$	74,581	Total	$	45,693	$	55,150

(1) Captisol - COVID represents revenue on Captisol supplied for use in formulation with remdesivir, an antiviral treatment for COVID-19.

1211

Short-term Investments

Our short-term investments consist of the following at ~~June 30, 2021~~March 31, 2022 and December 31, ~~2020~~2021 (in thousands):


																			Amortized cost		Gross unrealized gains		Gross unrealized losses		Estimated fair value
March 31, 2022																		March 31, 2022
Bank deposits																		Bank deposits	$	6,231	$	—	$	(50)	$	6,181
Corporate bonds																		Corporate bonds	4,899		—		(84)		4,815

Commercial paper																		Commercial paper	—		—		—		—
Corporate equity securities																		Corporate equity securities	5,807		344		(3,043)		3,108
Mutual fund																		Mutual fund	152,253		—		(854)		151,399
US government securities																		US government securities	3,245		—		(74)		3,171
Warrants																		Warrants	—		187		—		187
																			$	172,435	$	531	$	(4,105)	$	168,861
Viking common stock																		Viking common stock							20,145
Total short-term investments																		Total short-term investments							$	189,006

December 31, 2021																		December 31, 2021
Bank deposits																		Bank deposits	$	63,389	$	13	$	(21)	$	63,381
Corporate bonds																		Corporate bonds	29,308		17		(38)		29,287

Commercial paper																		Commercial paper	36,008		2		(12)		35,998
Corporate equity securities																		Corporate equity securities	5,807		402		(2,027)		4,182
Mutual fund																		Mutual fund	152,136		—		(249)		151,887
US government securities																		US government securities	5,577		—		(23)		5,554
Warrants																		Warrants	—		408		—		408
																			$	292,225	$	842	$	(2,370)	$	290,697
Viking common stock																		Viking common stock							30,889
Total short-term investments																		Total short-term investments							$	321,586

	June 30, 2021						December 31, 2020
	Amortized cost		Gross unrealized gains		Gross unrealized losses			Estimated fair value		Amortized cost		Gross unrealized gains		Gross unrealized losses		Estimated fair value

Bank deposits	$	33,560	$	13	$	(2)		$	33,571	$	84,120	$	35	$	(1)	$	84,154
Corporate bonds	25,965		62		(2)			26,025		30,512		99		(1)		30,610
Agency bonds	2,500		0		(1)			2,499		4,499		2		0		4,501
Commercial paper	19,258		12		0			19,270		45,459		27		(1)		45,485
Corporate equity securities	5,807		172		(310)			5,669		4,466		360		(1,388)		3,438
Mutual fund	151,949		53		0			152,002		151,512		386		0		151,898
Treasury bill	0		0		0			0		3,999		0		0		3,999
Warrants	0		713		0			713		0		393		0		393
	$	239,039	$	1,025	$	(315)		$	239,749	$	324,567	$	1,302	$	(1,391)	$	324,478
Viking common stock								40,223								32,763
Viking warrants								0								6,326
Total short-term investments								$	279,972							$	363,567

During the six months ended June 30, 2021, we exercised all outstanding Viking warrants to purchase 1.5 million shares of Viking's common stock at an exercise price of $1.50 per share. As of June 30, 2021, we have 0 Viking warrants outstanding.

Gain (loss) from short-term investments in our condensed consolidated statements of operations includes both realized and unrealized gain (loss) from our short-term investments in public equity and warrant securities.

Allowances are recorded for available-for-sale debt securities with unrealized losses. This limits the amount of credit losses that can be recognized for available-for-sale debt securities to the amount by which carrying value exceeds fair value and requires the reversal of previously recognized credit losses if fair value increases. The provisions of the credit losses standard did not have a material impact on our available-for-sale debt securities during the three ~~and six~~ months ended ~~June 30, 2021.~~March 31, 2022.

The following table summarizes our available-for-sale debt securities by contractual maturity (in thousands):


		June 30, 2021					March 31, 2022
		Amortized Cost		Fair Value			Amortized Cost		Fair Value
Within one year	Within one year	$	57,997	$	58,050	Within one year	$	10,095	$	10,011
After one year through five years	After one year through five years	23,286		23,316		After one year through five years	6,523		6,398
Total	Total	$	81,283	$	81,366	Total	$	16,618	$	16,409

Our investment policy is capital preservation and we only ~~invested~~invest in U.S.-dollar denominated investments. We held a total of 713 positions which were in an unrealized loss position as of ~~June 30, 2021.~~March 31, 2022. We believe that we will collect the principal and interest due on our debt securities that have an amortized cost in excess of fair value. The unrealized losses are largely due to changes in interest rates and not to unfavorable changes in the credit quality associated with these securities that impacted our assessment on collectability of principal and interest. We do not intend to sell these securities and it is not more-likely-than-not that we will be required to sell these securities before the recovery of the amortized cost basis. Accordingly, 0no credit losses were recognized for the three ~~and six~~ months ended ~~June 30, 2021.~~March 31, 2022.

1312

Accounts Receivable and Allowance for Credit Losses

Our accounts receivable arise primarily from sales on credit to customers. We establish an allowance for credit losses to present the net amount of accounts receivable expected to be collected. The allowance is determined by using the loss-rate method, which requires an estimation of loss rates based upon historical loss experience adjusted for factors that are relevant to determining the expected collectability of accounts receivable. Some of these factors include macroeconomic conditions that correlate with historical loss experience, delinquency trends, aging behavior of receivables and credit and liquidity quality indicators for industry groups, customer classes or individual customers. During the three ~~and six~~ months ended ~~June 30, 2021,~~March 31, 2022, we considered the current and expected future economic and market conditions including, but not limited to, the anticipated unfavorable impacts of the COVID-19 pandemic on our business and recorded an adjustment of ~~$0.04 million and $0.1~~$(0.1) million of allowance for credit losses, respectively, as of ~~June 30, 2021.~~March 31, 2022.

Inventory

Inventory, which consists of ~~prepaid inventory and~~ finished goods, is stated at the lower of cost or net realizable value. We determine cost using the first-in, first-out method or the specific identification method.

We analyze our inventory levels periodically and write down inventory to net realizable value if it has become obsolete, has a cost basis in excess of its expected net realizable value or is in excess of expected requirements. There were no write-downs related to obsolete inventory recorded for the three months ended March 31, 2022 and 2021. As of ~~June 30, 2021, we have made advanced payments for~~March 31, 2022 inventory ~~from our supplier~~consists of Captisol ~~totaling $50.2 million. We have applied credits for such inventory purchases~~prepayments of ~~$15.8~~$21.1 million, and ~~will utilize the remaining advanced payments to offset a portion~~as of ~~the purchase price for future~~December 31, 2021 inventory consists of Captisol ~~purchases.~~prepayments of $24.6 million.

Goodwill and Other Identifiable Intangible Assets

Goodwill and other identifiable intangible assets consist of the following (in thousands):

June 30, December 31,
2021 2020
Indefinite-lived intangible assets
     Goodwill $ 190,517 $ 189,662
Definite lived intangible assets
     Complete technology 277,980 277,740
          Less: accumulated amortization (71,276) (63,600)
     Trade name 2,642 2,642
          Less: accumulated amortization (1,378) (1,312)
     Customer relationships 40,700 40,700
          Less: accumulated amortization (16,932) (15,597)
     Contractual relationships 362,000 362,000
          Less: accumulated amortization (21,730) (7,243)
Total goodwill and other identifiable intangible assets, net $ 762,523 $ 784,992


	March 31,		December 31,
	2022		2021
Indefinite-lived intangible assets
Goodwill	$	181,206	$	181,206
Definite lived intangible assets
Complete technology	281,097		280,617
Less: accumulated amortization	(82,861)		(78,991)
Trade name	2,642		2,642
Less: accumulated amortization	(1,477)		(1,444)
Customer relationships	40,700		40,700
Less: accumulated amortization	(18,934)		(18,267)
Contractual relationships	362,000		362,000
Less: accumulated amortization	(43,460)		(36,217)
Total goodwill and other identifiable intangible assets, net	$	720,913	$	732,246

Commercial License ~~and Other Economic~~ Rights

Commercial license ~~and other economic~~ rights consist of the following (in thousands):


		June 30, 2021						December 31, 2020							March 31, 2022						December 31, 2021
		Gross		Adjustments(1)		Net		Gross		Adjustments(2)		Net			Gross		Adjustments(1)		Net		Gross		Adjustments(2)		Net
Aziyo and CorMatrix	Aziyo and CorMatrix	$	17,696	$	(9,470)	$	8,226	$	17,696	$	(9,588)	$	8,108	Aziyo and CorMatrix	$	17,696	$	(9,456)	$	8,240	$	17,696	$	(9,461)	$	8,235
Selexis and Dianomi	Selexis and Dianomi	10,602		(8,190)		2,412		10,602		(7,731)		2,871		Selexis and Dianomi	10,602		(8,721)		1,881		10,602		(8,727)		1,875
Total	Total	$	28,298	$	(17,660)	$	10,638	$	28,298	$	(17,319)	$	10,979	Total	$	28,298	$	(18,177)	$	10,121	$	28,298	$	(18,188)	$	10,110

(1) Amounts represent accumulated amortization to principal of $11.7 million and credit loss adjustments of ~~$6.0~~$6.5 million as of ~~June 30, 2021.~~March 31, 2022.

(2) Amounts represent accumulated amortization to principal of ~~$11.3~~$11.7 million and credit loss adjustments of ~~$6.0~~$6.5 million as of December 31, ~~2020.~~2021.

Commercial license ~~and other economics~~ rights represent a portfolio of future milestone and royalty payment rights acquired from Selexis, S.A. (Selexis) in April 2013 and April 2015, CorMatrix Cardiovascular, Inc. (CorMatrix) in May 2016, which was later acquired by Aziyo in 2017, and Dianomi Therapeutics, Inc. (Dianomi) in January 2019. Commercial license rights acquired are accounted

for as financial assets ~~and other economic rights are accounted for as funded research and development~~ in accordance with ASC 310, Receivables, as further discussed ~~below and~~ in Note 1, Basis of Presentation and Summary of Significant Accounting Policies of the Notes to Consolidated Financial Statements in our ~~2020~~2021 Annual Report.

In May 2017, we entered into a Royalty Agreement with Aziyo pursuant to which we will receive royalties from certain marketed products that Aziyo acquired from CorMatrix. We account for the Aziyo commercial license right as a financial asset,

~~and in accordance with ASC 310,~~ ~~Receivables~~, we amortize the commercial license right using the effective interest method whereby we forecast expected cash flows over the term of the arrangement to arrive at an annualized effective interest. The annual effective interest associated with the forecasted cash flows from the Royalty Agreement with Aziyo as of June 30, 2021 is 23%. Revenue is calculated by multiplying the carrying value of the commercial license right by the effective interest. The payments received during the six months ended June 30, 2021 were accordingly allocated between revenue and the amortization of the commercial license rights.

Prior to 2020, we accounted for commercial license rights related to developmental pipeline products such as Selexis and Dianomi on a non-accrual basis. We continue to account for commercial license rights related to Dianomi on a non-accrual basis as of June 30, 2021, but starting in 2020, given the expected cash flow from the Selexis program, we started to account for the Selexis commercial license right as a financial asset in accordance with ASC 310, and amortize the commercial license right using the effective interest method whereby we forecast expected cash flows over the term of the arrangement to arrive at an annualized effective interest. The annual effective interest associated with the forecasted cash flows from the royalty agreement with Selexis as of June 30, 2021 is 21%. Revenue is calculated by multiplying the carrying value of the commercial license right by the effective interest. The payments received during the six months ended June 30, 2021 were accordingly allocated between revenue and the amortization of the commercial license rights.

~~We recorded a $5.5 million pre-tax reserve for credit losses upon adoption of the credit losses standard (ASU 2016-13) on January 1, 2020.~~ We estimated the credit losses at the individual asset level by considering the performance against the programs, the company operating performance and the macroeconomic forecast. In addition, we have judgmentally applied credit loss risk factors to the future expected payments with consideration given to the timing of the payment. Given the higher inherent credit risk associated with longer term receivables, we applied a lower risk factor to the earlier years and progressively higher risk factors to the later years. During the ~~six~~three months ended ~~June 30, 2021,~~March 31, 2022, we further considered the current and expected future economic and market conditions surrounding the novel coronavirus (COVID-19) pandemic and concluded no further adjustment was needed on the allowance for credit losses as of ~~June 30, 2021.~~March 31, 2022.

Accrued Liabilities

Accrued liabilities consist of the following (in thousands):
June 30, December 31,
2021 2020
Compensation $ 3,684 $ 8,810
Professional fees 977 977
Amounts owed to former licensees 446 421
Royalties owed to third parties 52 693
Return reserve 105 687
Acquisition related liabilities 1,500 1,500
Subcontractor 0 733
Supplier 681 604
Accrued interest 295 464
Other 2,367 3,641
Total accrued liabilities $ 10,107 $ 18,530


	March 31,		December 31,
	2022		2021
Compensation	$	3,620	$	6,532
Professional fees	3,974		2,046
Amounts owed to former licensees	2,677		630
Royalties owed to third parties	—		149
Return reserve	—		2,420
Acquisition related liabilities	—		1,000
Subcontractor	1,757		1,759
Supplier	1,697		848
Accrued interest	394		291
Other	1,758		1,904
Total accrued liabilities	$	15,877	$	17,579

Share-Based Compensation

Share-based compensation expense for awards to employees and non-employee directors is a non-cash expense and is recognized on a straight-line basis over the vesting ~~period until the last tranche vests.~~period. The following table summarizes share-based compensation expense recorded as components of research and development expenses and general and administrative expenses for the periods indicated (in thousands):
Three months ended Six months ended
June 30, June 30,
2021 2020 2021 2020
SBC - Research and development expenses $ 4,556 $ 3,019 $ 8,495 $ 5,416
SBC - General and administrative expenses 5,660 4,340 10,126 7,596
$ 10,216 $ 7,359 $ 18,621 $ 13,012


	Three months ended
	March 31,
	2022		2021
SBC - Research and development expenses	$	3,914	$	3,939
SBC - General and administrative expenses	5,130		4,466
	$	9,044	$	8,405

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The fair-value for options that were awarded to employees and directors was estimated at the date of grant using the Black-Scholes option valuation model with the following weighted-average assumptions:

Three months ended Six months ended
June 30, June 30,
2021 2020 2021 2020
Risk-free interest rate 0.9% 0.4% 0.5% 1.1%
Dividend yield 0 0 0 0
Expected volatility 54% 69% 62% 55%
Expected term 5.5 5.1 5.0 4.8


	Three months ended
	March 31,
	2022	2021
Risk-free interest rate	1.6%	0.5%
Dividend yield	—	—
Expected volatility	50%	63%
Expected term (years)	4.7	5

A limited amount of performance-based restricted stock units (PSUs) contain a market condition based on our relative total shareholder return ranked on a percentile basis against the NASDAQ Biotechnology Index over a three-year performance period, with a range of 0% to 200% of the target amount granted to be issued under the award. Share-based compensation cost for these PSUs is measured using the Monte-Carlo simulation valuation model and is not adjusted for the achievement, or lack thereof, of the performance conditions.

Net Income (Loss) Per Share

Basic net income (loss) per share is calculated by dividing net income (loss) by the weighted average number of common shares outstanding during the period. Diluted net income per share is computed based on the sum of the weighted average number of common shares and potentially dilutive common shares outstanding during the period. Diluted net loss per share is computed based on the sum of the weighted average number of common shares outstanding during the period.

Potentially dilutive common shares consist of shares issuable under the 2023 Notes, stock options and restricted stock. The 2023 Notes have a dilutive impact when the average market price of our common stock exceeds the ~~applicable~~maximum conversion ~~price of the respective notes.~~price. It is our intent and policy to settle conversions through combination settlement, which involves payment in cash equal to the principal portion and delivery of shares of common stock for the excess of the conversion value over the principal portion. Potentially dilutive common shares from stock options and restricted stock are determined using the average share price for each period under the treasury stock method. In addition, the following amounts are assumed to be used to repurchase shares: proceeds from exercise of stock options and the average amount of unrecognized compensation expense for the awards. See Note 4, Convertible Senior Notes and Note 6, Stockholders’ Equity.

The following table presents the calculation of weighted average shares used to calculate basic and diluted earnings per share (in thousands):

Three months ended Six months ended
June 30, June 30,
2021 2020 2021 2020
Weighted average shares outstanding: 16,659 16,055 16,548 16,292
Dilutive potential common shares:
Restricted stock 69 40 90 0
Stock options 444 599 572 0
Shares used to compute diluted income per share 17,172 16,694 17,210 16,292
Potentially dilutive shares excluded from calculation due to anti-dilutive effect 5,087 7,832 4,684 8,988


	Three months ended
	March 31,
	2022	2021
Weighted average shares outstanding:	16,824	16,435
Dilutive potential common shares:
Restricted stock	—	112
Stock options	—	701

Shares used to compute diluted income per share	16,824	17,248
Potentially dilutive shares excluded from calculation due to anti-dilutive effect	6,001	4,277

For the ~~six~~three months ended ~~June 30, 2020, all of the 0.6 million weighted average shares of outstanding equity awards as of June 30, 2020 were anti-dilutive~~March 31, 2022, due to the net loss for the ~~period.~~period, all of the 0.4 million weighted average equity awards and 1.8 million of potentially dilutive shares in connection with the adoption of ASU 2020-06 were anti-dilutive. Under the new standard, we are required to reflect the dilutive effect of the 2023 Notes by application of the if-converted method.

1615

2. Segment Information

ASC 280, Segment reporting, establishes annual and interim reporting standards for an enterprise’s operating segments and related disclosures about its products, services, geographic areas and major customers. An operating segment is defined as a component of an enterprise that engages in business activities from which it may earn revenue and incur expenses, and for which discrete financial information is regularly evaluated by the chief operating decision maker in deciding how to allocate resources and assess performance.

We are a biopharmaceutical company focused on developing or acquiring technologies that help pharmaceutical companies discover and develop medicines. Our operating segments are identified in the same manner as they are reported internally and used by our chief operating decision maker for the purpose of evaluating performance and allocating resources. Historically, we have disclosed 1 reportable segment. On March 23, 2022, we entered into the Merger Agreement, pursuant to which APAC will combine with OmniAb, and acquire the OmniAb Business, in a Reverse Morris Trust transaction. Immediately prior to the Merger and pursuant to the Separation Agreement, we will, among other things, transfer the OmniAb Business, including but not limited to the equity interests of Ab Initio Biotherapeutics, Inc., Crystal Bioscience, Inc., Icagen, LLC, Taurus Biosciences, LLC and xCella Biosciences, Inc. to OmniAb (the “Reorganization”) and, in connection therewith, will distribute (the “Distribution”) to Ligand stockholders 100% of the common stock of OmniAb. Immediately following the Distribution, Merger Sub will merge with and into OmniAb (the “Merger”), with OmniAb continuing as the surviving company in the Merger and as a wholly owned subsidiary of APAC.

In connection with the execution of the Merger Agreement, we have made organizational changes to better align our organizational structure with our strategy and operations, and management has reorganized the reportable segments to better reflect how the business is evaluated by the chief operating decision maker. Beginning in the first quarter of 2022, we operate the following 2 reportable segments: (1) OmniAb business and (2) Ligand core business. The OmniAb business segment is focused on enabling the discovery of therapeutic candidates for our partners by pairing antibody repertoires generated from our proprietary transgenic animals with our OmniAb business platform screening tools. The Ligand core business segment is a biopharmaceutical business focused on developing or acquiring technologies that help pharmaceutical companies deliver and develop medicines.

Our chief operating decision maker relies on internal management reporting processes that provide revenue and operating income by reportable segment for making financial decisions and allocating resources. Segment operating income (loss) represents income (loss) before income taxes, interest income, interest expense, other income (expense), net, unallocated share-based compensation, and unallocated corporate overhead. Our management does not evaluate, manage or measure performance of segments using asset information; accordingly, asset information by segment is not prepared or disclosed.

The following table provides a reconciliation of revenue and operating income by reportable segment to consolidated results and was derived from each segment’s internal financial information as used for corporate management purposes (in thousands):


	Three Months Ended March 31,
	2022		2021
OmniAb business revenue
Royalties	$	263	$	—
Contract	8,915		8,559
Total OmniAb business revenue	9,178		8,559
Ligand core business revenue
Royalties	13,432		7,112
Captisol - Core	6,226		1,253
Captisol - COVID	5,896		30,019
Contract	10,961		8,207
Total Ligand core business revenue	36,515		46,591
Total revenue	$	45,693	$	55,150

Segment operating income (loss)
OmniAb business	$	(6,189)	$	(4,604)
Ligand core business	9,991		18,446
Total segment operating income	3,802		13,842

Unallocated corporate items
Shared-based compensation	5,657		4,870
Other corporate expenses	7,451		4,257
Total unallocated corporate items	13,108		9,127
Income (loss) from operations	$	(9,306)	$	4,715

3. Fair Value Measurements

Assets and Liabilities Measured on a Recurring Basis

The following table presents the hierarchy for our assets and liabilities measured at fair value (in thousands):


		June 30, 2021								December 31, 2020									March 31, 2022								December 31, 2021
		Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total			Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Assets:	Assets:																	Assets:
Short-term investments, excluding Viking(1)	Short-term investments, excluding Viking(1)	$	5,669	$	233,368	$	712	$	239,749	$	3,438	$	320,647	$	393	$	324,478	Short-term investments, excluding Viking(1)	$	6,279	$	162,394	$	188	$	168,861	$	9,735	$	280,553	$	409	$	290,697
Investment in Viking common stock	Investment in Viking common stock	40,223		0		0		40,223		32,763		0		0		32,763		Investment in Viking common stock	20,145		—		—		20,145		30,889		—		—		30,889
Investment in Viking warrants(2)		0		0		0		0		6,326		0		0		6,326

Total assets	Total assets	$	45,892	$	233,368	$	712	$	279,972	$	42,527	$	320,647	$	393	$	363,567	Total assets	$	26,424	$	162,394	$	188	$	189,006	$	40,624	$	280,553	$	409	$	321,586
Liabilities:	Liabilities:																	Liabilities:
Crystal contingent liabilities(3)		$	0	$	0	$	800	$	800	$	0	$	0	$	800	$	800

CyDex contingent liabilities	CyDex contingent liabilities	0		0		376		376		0		0		508		508		CyDex contingent liabilities	$	—	$	—	$	334	$	334	$	—	$	—	$	349	$	349
Metabasis contingent liabilities~~(4)~~(2)	Metabasis contingent liabilities~~(4)~~(2)	0		3,930		0		3,930		0		3,821		0		3,821		Metabasis contingent liabilities~~(4)~~(2)	—		2,782		—		2,782		—		3,358		—		3,358
Icagen contingent liabilities~~(5)~~(3)	Icagen contingent liabilities~~(5)~~(3)	0		0		5,625		5,625		0		0		6,404		6,404		Icagen contingent liabilities~~(5)~~(3)	—		—		5,376		5,376		—		—		7,364		7,364
Pfenex contingent liabilities(6)		0		0		3,800		3,800		0		0		37,600		37,600
xCella contingent liabilities(7)		0		0		240		240		0		0		0		0
xCella contingent liabilities(4)																		xCella contingent liabilities(4)	—		—		480		480		—		—		—		—
Amounts owed to former licensor	Amounts owed to former licensor	31		0		0		31		60		0		0		60		Amounts owed to former licensor	75		—		—		75		86		—		—		86
Total liabilities	Total liabilities	$	31	$	3,930	$	10,841	$	14,802	$	60	$	3,821	$	45,312	$	49,193	Total liabilities	$	75	$	2,782	$	6,190	$	9,047	$	86	$	3,358	$	7,713	$	11,157

1.Excluding our investment in Viking, our short-term investments in marketable debt and equity securities are classified as available-for-sale securities based on management's intentions and are at level 2 of the fair value hierarchy, as these investment securities are valued based upon quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market. Short-term investments in mutual funds are valued at their net asset value (NAV) on the last day of the period. We have classified marketable securities with original maturities of greater than one year as short-term investments based upon our ability and intent to use any and all of those marketable securities to satisfy the liquidity needs of our current operations. In addition, we have investment in warrants resulting from Seelos Therapeutics Inc. milestone payments that were settled in shares during the first quarter of 2019 and are at level 3 of the fair value hierarchy, based on Black Scholes value estimated by management on the last day of the period.

2.Investment in Viking warrants, which we received as a result of Viking’s partial repayment of the Viking note receivable and our purchase of Viking common stock and warrants in April 2016, are classified as level 1 as the fair value is determined using quoted market prices in active markets for the same securities. The change of the fair value is recorded in "Gain (loss) from short-term investments" in our condensed consolidated statement of operations. During the six months ended June 30, 2021, we exercised all of the outstanding Viking warrants.

3.
The fair value of Crystal contingent liabilities was determined using a probability weighted income approach. Most of the contingent payments are based on development or regulatory milestones as defined in the merger agreement with Crystal. The fair value is subjective and is affected by changes in inputs to the valuation model including management’s estimates regarding the timing and probability of achievement of certain developmental and regulatory milestones. Changes in these estimates may materially affect the fair value.

4.2.In connection with our acquisition of Metabasis in January 2010, we issued Metabasis stockholders 4 tradable CVRs, 1 CVR from each of 4 respective series of CVR, for each Metabasis share. The CVRs entitle Metabasis stockholders to cash payments as frequently as every six months as cash is received by us from proceeds from the sale or partnering of any of the Metabasis drug development programs, among other triggering events. The liability for the CVRs is determined using quoted prices in a market that is not active for the underlying CVR. The carrying amount of the liability may fluctuate significantly based upon quoted market prices and actual amounts paid under the agreements may be materially different than the carrying amount of the liability. Several of the Metabasis drug development programs have been outlicensed to Viking, including VK2809. VK2809 is a novel selective TR-β agonist with potential in multiple indications, including hypercholesterolemia, dyslipidemia, NASH, and X-ALD. Under the terms of the agreement with Viking, we may be entitled to up to $375 million of development, regulatory and commercial milestones and tiered royalties on potential future sales including a $10 million payment upon initiation of a Phase 3 clinical trial. During the three months ended March 31, 2022, we adjusted the balance of the Metabasis CVR liability by $0.6 million to mark to market.

5.3.The fair value of Icagen contingent liabilities was determined using a probability weighted income approach. Most of the contingent payments are based on certain revenue milestones as defined in the asset purchase agreement with Icagen. The fair value is subjective and is affected by changes in inputs to the valuation model including management’s estimates regarding the timing and probability of achievement of certain developmental and regulatory milestones. Changes in these estimates may materially affect the fair value. During the ~~six~~three months ended ~~June 30, 2021,~~March 31, 2022, we paid ~~$1.1~~$1.5 million contingent liability based on revenue milestones to former Icagen shareholders.

6.The fair value of Pfenex contingent liabilities was determined using a probability-adjusted income approach. These cash flows were then discounted to present value using a discount rate based on the market participants' cost of debt reflective of the Company. During the three and six months ended June 30, 2021, we reduced the contingent liability by $34.1 million and $33.8 million, respectively, primarily due to the lower probability of achieving the specific development and regulatory milestone by December 31, 2021 as defined by the Pfenex CVR. See further detail on Pfenex CVR in ~~Note 3, Acquisitions~~.

7.4.The fair value of xCella contingent liabilities is determined when it is probable that the earnout liability will occur and the amount can be reasonably estimated. Management concluded that no earnout liability would be recognized at the acquisition date in September 2020. During the ~~first quarter of 2021,~~three months ended March 31, 2022, management recorded an$0.5 million of earnout liability to be allocated to the cost of the acquired assets due to contingencies being met as part of the acquisition agreement.

A reconciliation of the level 3 financial instruments as of ~~June 30, 2021~~March 31, 2022 is as follows (in thousands):


Fair value of level 3 financial instruments as of December 31, ~~2020~~2021	$	~~45,312~~7,713
Payments to CVR holders and other contingent payments	~~(1,050)~~(1,545)
Fair value adjustments to contingent liabilities	~~(33,661)~~(458)
Contingent liabilities from xCella asset acquisition	~~240~~480
Fair value of level 3 financial instruments as of ~~June 30, 2021~~March 31, 2022	$	~~10,841~~6,190

Assets Measured on a Non-Recurring Basis

We apply fair value techniques on a non-recurring basis associated with valuing potential impairment losses related to our goodwill, indefinite-lived intangible assets and long-lived assets.

We evaluate goodwill and indefinite-lived intangible assets annually for impairment and whenever circumstances occur indicating that goodwill might be impaired. We determine the fair value of our reporting unit based on a combination of inputs, including the market capitalization of Ligand, as well as Level 3 inputs such as discounted cash flows, which are not observable from the market, directly or indirectly. We determine the fair value of our indefinite-lived intangible assets using the income approach based on Level 3 inputs.

~~During the second quarter of 2021, in~~In connection with the ~~Pfenex CVR fair value evaluation,~~organizational changes to the Company’s reportable segments, we ~~also evaluated~~re-allocated goodwill between the ~~related indefinite-lived contractual relationship intangible for recoverability~~2 identified reporting units (OmniAb business and Ligand core business). We performed a goodwill impairment analysis immediately before and after the allocation of goodwill and concluded ~~there was~~ no impairment.

~~Other than the above mentioned triggering event,~~ At March 31, 2022, there were no ~~other triggering events identified and~~indicators of impairment at either of the reporting units.

At March 31, 2022, there were no ~~indication~~indicators of impairment of our ~~goodwill,~~ indefinite-lived intangible assets, or long-lived ~~assets during the three and six months ended June 30, 2021.~~assets.

~~3. Acquisitions~~

~~Pfenex Acquisition~~

On October 1, 2020, we acquired Pfenex, which develops next-generation and novel protein therapeutics to improve existing therapies and create new therapies for biological targets linked to critical, unmet diseases using a protein expression technology platform.

The preliminary purchase price of $465.1 million included $429.6 million cash consideration paid upon acquisition, and a contingent CVR payment of up to $77.8 million in cash based on a certain specified milestone with an estimated initial fair value of $37.0 million. The CVR will only be paid in full if the milestone is achieved by December 31, 2021. The amount of the CVR included in the purchase price was reduced by $1.5 million that was determined to be post-combination expense. The fair value of the CVR liability was determined using a probability-adjusted income approach. These cash flows were then discounted to present value using a discount rate based on market participants' cost of debt reflective of the Company, which was 7.1%. The liability is periodically assessed based on events and circumstances related to the underlying milestone, and any change in fair value is recorded in our consolidated statements of operations.

In connection with the acquisition, a portion of Pfenex's equity awards that were outstanding and unvested prior to the acquisition became fully vested per the terms of the merger agreement. The acceleration of vesting required us to allocate the fair value of the equity attributable to pre-combination service to the purchase price and the remaining amount was considered our post-combination expense. We paid $17.3 million in cash for equity compensation, which is attributable to pre-combination services and is reflected as a component of the total purchase price paid of $429.6 million. In addition, the fair value of equity compensation attributable to the post-combination service period was $8.7 million. These amounts were associated with the accelerated vesting of stock options previously granted to Pfenex employees and were fully paid in cash, which was recognized as general and administrative expenses during the fourth quarter of 2020.

The following table sets forth an allocation of the preliminary purchase price to the identifiable tangible and intangible assets acquired and liabilities assumed, with the excess recorded to goodwill (in thousands):


~~Cash~~	$	~~51,407~~
~~Restricted cash~~	~~200~~
~~Accounts and unbilled receivables~~	~~1,359~~
~~Property and equipment, net~~	~~7,823~~
~~Right-of-use asset~~	~~3,070~~
~~Other assets~~	~~1,338~~
~~Intangibles acquired~~	~~385,000~~
~~Goodwill(1)~~	~~91,837~~
~~Accounts payable~~	~~(6,814)~~
~~Accrued liabilities~~	~~(8,455)~~
~~Deferred revenue~~	~~(3,908)~~
~~Lease liabilities~~	~~(3,070)~~
~~Other liabilities~~	~~(1,382)~~
~~Deferred tax liabilities, net~~	~~(53,296)~~
	$	~~465,109~~

(1) Goodwill represents the excess of the purchase price over the preliminary fair value of the underlying assets acquired and liabilities assumed. Goodwill is attributable to the assembled workforce of experienced personnel at Pfenex and expected synergies. NaN of the goodwill is expected to be deductible for tax purposes.

Acquired intangibles include $362 million of contractual relationships and $23 million of core technology. The fair values of the contractual relationships were based on the discounted cash flow method that estimated the present value of the potential royalties, milestones, collaboration and product revenue streams derived from the licensing of the related technologies over the estimated contractual relationship period. The fair value of the contractual relationships is being amortized on a straight-line basis over the weighted average estimated useful life of 12.9 years. The fair values of the acquired technologies were based on the discounted cash flow method that estimated the present value of the potential royalties, milestones, collaboration and product revenue streams derived from the licensing of the related technologies over the estimated useful lives. These projected cash flows were discounted to present value using discount rate, which varies from 12% to 15%. The total acquired intangibles are being amortized on a straight-line basis over the weighted average estimated useful life of 13.0 years.

The estimated fair values of assets acquired and liabilities assumed, including deferred tax assets and liabilities, and purchased intangibles are provisional. The accounting for these amounts falls within the measurement period and therefore we may adjust these provisional amounts to reflect new information obtained about facts and circumstances that existed as of the acquisition date.

The following summary presents our unaudited pro forma consolidated results of operations for the three and six months ended June 30, 2020 as if the Pfenex acquisition had occurred on January 1, 2020, which gives effect to certain transaction accounting adjustments, including amortization of acquired intangibles and share based compensation expense for retained Pfenex employees. The pro forma financial information is not necessarily indicative of the operating results that would have occurred had the acquisition been consummated as of the date indicated, nor is it necessarily indicative of future operating results (in thousands, except per share amounts):

Three months ended
June 30, 2020 Six months ended
June 30, 2020
Revenue $ 42,201 $ 76,044
Net income (loss) $ 7,435 $ (30,505)
Net income (loss) per common share:
Basic $ 0.46 $ (1.87)
Diluted $ 0.45 $ (1.87)

~~Taurus Acquisition~~

On September 9, 2020, we acquired Taurus, which discovers and develops novel antibodies from immunized cows and cow-derived libraries. The purchase price of $5.1 million included $4.6 million in cash, and a $0.5 million holdback to satisfy indemnification obligations which will be settled by September 2021. We also issued nontransferable 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) received by us. We evaluated this acquisition in accordance with ASC 805, ~~Business Combinations~~, to discern whether the assets and operations of Taurus met the definition of a business. We concluded that substantially all of the fair value of the gross assets acquired is concentrated in the acquired core technology.

Accordingly, we accounted for this transaction as an asset acquisition. Of the $5.1 million consideration transferred, we recognized (1) $0.05 million of tangible assets acquired, and (2) $5.0 million of core completed technology intangibles acquired. The core technology is being amortized on a straight-line basis over the estimated useful life of 10 years. We account for the CVRs in accordance with ASC 450, ~~Contingencies, when the contingency is resolved and the liability becomes payable. NaN of the CVRs are recognized as of June 30, 2021.~~

~~xCella Acquisition~~

On September 8, 2020, we acquired xCella, an antibody discovery company. We paid $7.1 million in cash (including a $0.5 million holdback to satisfy indemnification obligations which will be settled by September 2021), 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 any future milestone payments we received under a certain existing xCella partner arrangement. We evaluated this acquisition in accordance with ASC 805, ~~Business Combinations~~, to discern whether the assets and operations of xCella met the definition of a business. We concluded that substantially all of the fair value of the gross assets acquired is concentrated in the acquired core technology. Accordingly, we accounted for this transaction as an asset acquisition. Of the $7.1 million consideration transferred, we recognized (1) $0.2 million of tangible assets acquired, (2) $(0.1) million of liabilities assumed, (3) $7.8 million of core completed technology acquired, and (4) $(0.8) million of deferred tax liability. The core technology is being amortized on a straight-line basis over the estimated useful life of 15 years. We account for the earnout rights in accordance with ASC 450, ~~Contingencies~~, when the contingency is resolved and the liability becomes payable. NaN of the earnout rights are recognized as of the acquisition date. During the three months ended June 30, 2021, 0 contingencies were resolved during the period. During the six months ended June 30, 2021, we recognized $0.2 million in earnout rights when certain contingencies were resolved during the period.

~~Icagen Acquisition~~

On April 1, 2020, we acquired the core assets, including its partnered programs and ion channel technology, from Icagen and certain of its affiliates. The acquisition was accounted for as a business combination and we applied the acquisition method of accounting. Accordingly, we recorded the tangible and intangible assets acquired and liabilities assumed at their estimated fair values as of the applicable date of acquisition. We did 0t incur any material acquisition-related costs.

The purchase price of $19.9 million included $15.1 million cash consideration paid upon acquisition, and a contingent earn-out payment of up to $25.0 million of cash payments based on certain revenue milestones with an estimated fair value of $4.8 million. The fair value of the earn-out liability was determined using a probability weighted income approach incorporating the estimated future cash flows from expected future milestones. These cash flows were then discounted to present value using a discount rate based on the market participants' cost of debt reflective of Icagen. Refer to ~~Note 2, Fair Value Measurement~~, for further discussion. The liability will be periodically assessed based on events and circumstances related to the underlying milestones, and any change in fair value will be recorded in our consolidated statements of operations. The carrying amount of the liability may fluctuate significantly and actual amount paid may be materially different than the carrying amount of the liability. As the acquisition is not considered significant, pro forma information has not been provided. The results of Icagen have been included in our results of operations since the date of acquisition.

The allocation of the purchase price consisted of (1) $1.8 million of fair value of tangible assets acquired, (2) $(0.8) million of liabilities assumed, (3) $12.8 million of acquired intangibles, (4) $(3.7) million of deferred revenue in connection with assumed performance obligations under a collaboration agreement, (5) $0.8 million of deferred tax asset associated with the deferred revenue, and (6) $9.0 million of goodwill, the majority of which is deductible for tax purposes.

Acquired intangibles include $11.1 million of customer relationships and $1.7 million of core technology. The fair values of the customer relationships were based on a discounted cash flow analysis incorporating the estimated future cash flows from these relationships during the contractual term. These cash flows were then discounted to present value using a discount rate of 17%. The fair value of the customer relationships is being amortized on a straight-line basis over the weighted average estimated useful life of 9.6 years. The fair value of the core technology was based on the discounted cash flow method that estimated the present value of the potential royalties, milestones, and collaboration revenue streams derived from the licensing of the related technologies. These projected cash flows were discounted to present value using a discount rate of 17%. The fair value of the core technology is being amortized on a straight-line basis over the estimated useful life of 10 years. The total acquired intangibles are being amortized on a straight-line basis over the estimated useful life of 9.7 years.

4. Convertible Senior Notes

0.75% Convertible Senior Notes due 2023

In May 2018, we issued $750.0 million aggregate principal amount of 0.75% convertible senior notes. The net proceeds from the offering, after deducting the initial purchasers' discount and offering expenses, were approximately $733.1 million. The 2023 Notes will be convertible into cash, shares of common stock, or a combination of cash and shares of common stock, at our election, based on an initial conversion rate, subject to adjustment, of 4.0244 shares per $1,000 principal amount of the 2023 Notes which represents an initial conversion price of approximately $248.48 per share. The maximum conversion rate of the 2023 Notes is 5.2317 per $1,000 principal amount of the 2023 Notes which represents a maximum conversion price of approximately $191.14.

Holders of the 2023 Notes may convert the notes at any time prior to the close of business on the business day immediately preceding November 15, 2022, under any of the following circumstances:

(1) during any fiscal quarter (and only during such fiscal quarter) commencing after September 30, 2018, if, for at least 20 trading days (whether or not consecutive) during the 30 consecutive trading day period ending on the last trading day of the immediately preceding fiscal quarter, the last reported sale price of our common stock on such trading day is greater than 130% of the conversion price on such trading day;

(2) during the 5 business day period immediately following any 10 consecutive trading day period, in which the trading price per $1,000 principal amount of notes was less than 98% of the product of the last reported sale price of our common stock on such trading day and the conversion rate on each such trading day; or

(3) upon the occurrence of certain specified corporate events as specified in the indenture governing the notes.

The notes will have a dilutive effect to the extent the average market price per share of common stock for a given reporting period exceeds the conversion price of $248.48. ~~As of June 30, 2021, the “if-converted value” did not exceed the principal amount of the 2023 Notes.~~ In connection with the issuance of the 2023 Notes, we incurred $16.9 million of issuance costs, which primarily consisted of underwriting, legal and other professional ~~fees. The portion of these costs allocated to the liability component totaling $13.7 million~~fees, is amortized to interest expense using the effective interest method over the five year expected life of the 2023 ~~Notes.~~ Notes, and the effective interest rate as of March 31, 2022 is 0.5%. During the three months ended March 31, 2022 we recognized a total of $0.8 million in interest expense which includes $0.5 million in contractual interest expense and $0.3 million in amortized issuance costs.

It is our intent and policy to settle conversions through combination settlement, which essentially involves payment in cash equal to the principal portion and delivery of shares of common stock for the excess of the conversion value over the principal portion.

During ~~the six months ended June 30,~~ 2021, we repurchased ~~$149.6~~$152.0 million in principal of the 2023 Notes for ~~$153.7~~$156.0 million in cash, including accrued interest of $0.3 million. After the repurchases, approximately $343.3 million in principal amount of the 2023 Notes were outstanding as of December 31, 2021.

During the three months ended March 31, 2022, we repurchased $165.8 million in principal of the 2023 Notes for $163.7 million in cash, including accrued interest of $0.4 million. We accounted for the repurchase as a debt extinguishment, which resulted in ~~(1)~~ a ~~loss~~gain of ~~$7.2~~$1.5 million reflected in other income (expense), net, in our condensed consolidated statement of operations for the ~~six~~three months ended ~~June 30, 2021, (2)~~March 31, 2022, and a ~~$13.5~~$0.9 million reduction in debt discount, and (3) a $10.2 million reduction to additional paid in capital, net of tax, related to the reacquisition of the equity component in our condensed consolidated balance sheet as of June 30, 2021.discount.

Convertible Bond Hedge and Warrant Transactions

In conjunction with the 2023 Notes, in May 2018, we entered into convertible bond hedges and sold warrants covering 3,018,327 shares of our common stock to minimize the impact of potential dilution to our common stock and/or offset the cash payments we are required to make in excess of the principal amount upon conversion of the 2023 Notes. The convertible bond hedges have an exercise price of $248.48 per share and are exercisable when and if the 2023 Notes are converted. We paid $140.3 million for these convertible bond hedges. If upon conversion of the 2023 Notes, the price of our common stock is above the exercise price of the convertible bond hedges, the counterparties will deliver shares of common stock and/or cash with an aggregate value approximately equal to the difference between the price of common stock at the conversion date and the exercise price, multiplied by the number of shares of common stock related to the convertible bond hedge transaction being exercised. The convertible bond hedges and warrants described below are separate transactions entered into by us and are not part of the terms of the 2023 Notes. Holders of the 2023 Notes and warrants will not have any rights with respect to the convertible bond hedges.

Concurrently with the convertible bond hedge transactions, we entered into warrant transactions whereby we sold warrants covering approximately 3,018,327 shares of common stock with an exercise price of approximately $315.38 per share, subject to certain adjustments. We received $90.0 million for these warrants. The warrants have various expiration dates ranging from August 15, 2023 to February 6, 2024. The warrants will have a dilutive effect to the extent the market price per share of

common stock exceeds the applicable exercise price of the warrants, as measured under the terms of the warrant transactions. The common stock issuable upon exercise of the warrants will be in unregistered shares, and we do not have the obligation and do not intend to file any registration statement with the SEC registering the issuance of the shares under the warrants.

In January 2021, in connection with the repurchases of approximately $20.3 million in principal of the 2023 Notes for approximately $19.1 million in cash, including accrued interest of $0.1 million, during the quarter ended December 31, 2020, we entered into amendments with Barclays Bank PLC, Deutsche Bank AG, London Branch, and Goldman Sachs & Co. LLC to the convertible note hedges transactions we initially entered into in connection with the issuance of the 2023 Notes. The

amendments provide that the options under the convertible note hedges corresponding to such repurchased 2023 Notes will remain outstanding notwithstanding such repurchase.

~~In March~~During the year ended December 31, 2021, in connection with the repurchases of ~~$104.5~~$152.0 million in principal of the 2023 Notes for ~~$109.1~~$156.0 million in cash, including accrued interest of ~~$0.2~~$0.3 million, ~~during the quarter ended March 31, 2021,~~ we entered into Warrant Early Unwind Agreements and Bond Hedge Unwind Agreements with Barclays Bank PLC, Deutsche Bank AG, and Goldman Sachs & Co. LLC to unwind a portion of the convertible note hedges transactions we initially entered into in connection with the issuance of the 2023 Notes. We paid ~~$16.5~~$18.4 million as part of the Warrant Early Unwind Agreements reducing the number of shares covered by the warrants from 3,018,327 to ~~2,597,750.~~2,559,254. We received ~~$16.9~~$18.9 million as part of the Bond Hedge Early Unwind Agreements reducing the number of options under the convertible bond hedges to ~~645,500.~~598,021. These unwind transactions resulted in a ~~$0.4~~$0.5 million net increase in additional paid-in-capital in our condensed consolidated balance sheet as of ~~March~~December 31, 2021.

The following table summarizes information about the 2023 Notes (in thousands):


		June 30, 2021		December 31, 2020			March 31, 2022		December 31, 2021(1)
Principal amount of the 2023 Notes outstanding	Principal amount of the 2023 Notes outstanding	$	345,729	$	495,280	Principal amount of the 2023 Notes outstanding	$	177,527	$	343,301
Unamortized discount (including unamortized debt issuance cost)	Unamortized discount (including unamortized debt issuance cost)	(30,411)		(52,987)		Unamortized discount (including unamortized debt issuance cost)	(987)		(22,584)
Total long-term portion of notes payable	Total long-term portion of notes payable	$	315,318	$	442,293	Total long-term portion of notes payable	$	176,540	$	320,717

Carrying value of equity component of the 2023 Notes		$	27,776	$	48,397

Fair value of the 2023 Notes outstanding (Level 2)	Fair value of the 2023 Notes outstanding (Level 2)	$	341,687	$	466,053	Fair value of the 2023 Notes outstanding (Level 2)	$	172,535	$	341,801

(1) - Balances as of December 31, 2021 reported before the adoption of ASU 2020-06.

5. Income Tax

Our effective tax rate may vary from the U.S. federal statutory tax rate due to the change in the mix of earnings in various state jurisdictions with different statutory rates, benefits related to tax credits, and the tax impact of non-deductible expenses, stock award activities and other permanent differences between income before income taxes and taxable income. The effective tax rate for the three ~~and six~~ months ended ~~June 30,~~March 31, 2022 and 2021 was ~~7.7%~~23.6% and ~~(25.0)~~(214.1)%, respectively. The variance from the U.S. federal statutory tax rate of 21% for the three ~~and six~~ months ended ~~June 30,~~March 31, 2022 was due primarily to the tax deductions related to foreign derived intangible income tax credit as well as the research and development tax credits, which were partially offset by Section 162(m) limitation during the period. The variance from the U.S. federal tax rate of 21% for the three months ended March 31, 2021 was significantly impacted by the discrete tax ~~benefits~~benefit related to ~~(1) a $34.1 million Pfenex CVR adjustment recorded during~~ the ~~second quarter of 2021 due to the lower probability of achieving the specific development and regulatory milestone by December 31, 2021 as defined by the Pfenex CVR, and (2)~~ net excess tax windfalls from ~~share-based~~the share based compensation resulting from increased stock option exercise activity, stock award vesting and appreciation of our stock price during the period. The effective tax rate for the three and six months ended June 30, 2020 was 21.5% and 10.9%, respectively. The variances from the U.S. federal statutory tax rate of 21% for the three and six months ended June 30, 2020 were primarily attributable to the mix of earnings in the jurisdictions with lower statutory rates than the U.S. offset by tax deductions related to stock award activities and tax deductions related to foreign derived intangible income tax credits.

6. Stockholders’ Equity

We grant options and awards to employees and non-employee directors pursuant to a stockholder approved stock incentive plan, which is described in further detail in Note 9, Stockholders’ Equity, of the Notes to Consolidated Financial Statements in our ~~2020~~2021 Annual Report.

The following is a summary of our stock option and restricted stock activity and related information:


		Stock Options			Restricted Stock Awards				Stock Options			Restricted Stock Awards
		Shares	Weighted-Average Exercise Price		Shares	Weighted-Average Grant Date Fair Value			Shares	Weighted-Average Exercise Price		Shares	Weighted-Average Grant Date Fair Value
Balance as of December 31, 2020		2,561,822	$	85.59	206,202	$	106.88
Balance as of December 31, 2021								Balance as of December 31, 2021	2,199,598	$	106.00	264,143	$	138.21
Granted	Granted	318,381	$	164.30	158,456	$	171.44	Granted	14,100	$	114.13	24,840	$	99.85
Options exercised/RSUs vested	Options exercised/RSUs vested	(533,451)	$	52.00	(95,607)	$	126.49	Options exercised/RSUs vested	(17,689)	$	19.61	(126,049)	$	121.18
Forfeited	Forfeited	(83,489)	$	106.98	(6,790)	$	126.23	Forfeited	(23,285)	$	54.49	(782)	$	131.95
Balance as of June 30, 2021		2,263,263	$	103.79	262,261	$	138.23
Balance as of March 31, 2022								Balance as of March 31, 2022	2,172,724	$	107.31	162,152	$	145.60

As of ~~June 30, 2021,~~March 31, 2022, outstanding options to purchase ~~1.3~~1.5 million shares were exercisable with a weighted average exercise price per share of ~~$91.50.~~$100.59.

Employee Stock Purchase Plan

The price at which common stock is purchased under the Amended Employee Stock Purchase Plan, or ESPP, is equal to 85% of the fair market value of the common stock on the first or last day of the offering period, whichever is lower. As of ~~June 30, 2021, 46,866~~March 31, 2022, 44,360 shares were available for future purchases under the ESPP.

Share Repurchases

~~We did 0t have any share repurchases during the six months ended June 30, 2021.~~

On September 11, 2019, our Board of Directors approved a stock repurchase program authorizing, but not obligating, the repurchase of up to $500.0 million of our common stock from time to time over the next three years. We expect to acquire shares primarily through open-market transactions and may enter into Rule 10b5-1 trading plans, to facilitate open-market repurchases. The timing and amount of repurchase transactions will be determined by management based on our evaluation of market conditions, share price, legal requirements and other factors. We did not have any share repurchases during the three months ended March 31, 2022. Authorization to repurchase $248.8 million of our common stock remained available as of ~~June 30, 2021.~~March 31, 2022.

7. Commitment and Contingencies: Legal Proceedings

We record an estimate of a loss when the loss is considered probable and estimable. Where a liability is probable and there is a range of estimated loss and no amount in the range is more likely than any other number in the range, we record the minimum estimated liability related to the claim in accordance with ASC 450,Contingencies. As additional information becomes available, we assess the potential liability related to our pending litigation and revises our estimates. Revisions in our estimates of potential liability could materially impact our results of operations.

On April 9, 2019, CyDex, our wholly-owned subsidiary, received a Paragraph IV certification Notice Letter from Alembic Global Holdings SA (“Alembic”) stating that Alembic had submitted an ANDA to the FDA, seeking approval to manufacture, offer to sell, and sell a generic version of EVOMELA® prior to the expiration of any of the ’077 patent; the ’088 patent, the ’582 patent, or U.S. Patent No. 10,040,872 (“the ’872 patent”), and alleging that these patents, each of which relates to Captisol, are invalid, unenforceable, and/or would not be infringed by Alembic’s ANDA product. On May 23, 2019, CyDex filed a complaint against Alembic, Alembic Pharmaceuticals, Ltd., and Alembic Pharmaceuticals, Inc. in the U.S. District Court for the District of Delaware, asserting that the filing of Alembic’s ANDA constitutes infringement of each of the ’088 patent and the ’582 patent. The parties entered into a settlement agreement on June 1, 2021 and the lawsuit has been dismissed.

On September 16, 2019, CyDex received a Paragraph IV certification Notice Letter from Lupin Ltd. (“Lupin”) stating that Lupin had submitted an ANDA to the FDA, seeking approval to manufacture, offer to sell, and sell a generic version of EVOMELA® ~~prior to the expiration of any of the ’077 patent; the ’088 patent, the ’582 patent, or the ’872 patent, and alleging~~

that these patents, each of which relates to Captisol, are invalid, unenforceable, and/or would not be infringed by Lupin’s ANDA product. CyDex filed a complaint on October 29, 2019, alleging patent infringement against Lupin. Lupin filed an answer on December 11, 2019 and counterclaimed for declaratory judgments of invalidity and non-infringement as to all 4 patents and CyDex filed its answer to Lupin’s counterclaims on January 2, 2020. The parties entered into a settlement agreement on April 26, 2021 and the lawsuit has been dismissed.

On October 31, 2019, we received 3 civil complaints filed in the USU.S. District Court for the Northern District of Ohio on behalf of several Indian tribes. The Northern District of Ohio is the Court that the Judicial Panel on Multi-District Litigation (“JPML”) has assigned more than one thousand civil cases which have been designated as a Multi-District Litigation (“MDL”) and captioned In Re: National Prescription Opiate Litigation. The allegations in these complaints focus on the activities of defendants other than the ~~company~~Company and no individualized factual allegations have been advanced against us in any of the 3 complaints. We reject all claims raised in the complaints and intend to vigorously defend these matters.

In May and August of 2019, Pfenex Inc., which was acquired by us in October 2020, filed 3 petitions (IPR2019- 01027, IPR2019-01028 and IPR2019-01478) for inter partes review of U.S. Patent No. 9,422,345 (“the ‘345 patent,” entitled “Expression System”), which is owned by GlaxoSmithKline Biologicals S.A. (“GSK”), with the Patent Trial and Appeal Board (“PTAB”) of the U.S. Patent and Trademark Office. In November 2019 and February 2020, the Board instituted trial on invalidity grounds in IPR2019-01028, but exercised its discretion not to institute trial on IPR2019-01027 or IPR2019-01478. In May 2020, GSK filed 2 petitions (IPR2020-00890 and IPR2020-00962) for inter partes review of U.S. Patent No. 8,530,171 (“the ‘171 patent,” entitled “High Level Expression of Recombinant Toxin Proteins”), which is owned by Pfenex, with the PTAB of the U.S. Patent and Trademark Office. On June 29, 2020, GSK filed a motion to withdraw IPR2020-00890, which was granted on August 28, 2020. In October 2020, Pfenex and GSK executed a confidential settlement agreement agreeing to terminate the proceedings before the PTAB resolving these issues. Pfenex and GSK filed a joint motion to terminate IPR2019-01028 and IPR2020-00962 on October 30, 2020, and an amended joint motion to terminate on November 4, 2020. A decision granting the parties’ joint motion to terminate in IPR2019-01028 was issued on November 12, 2020. The PTAB subsequently granted the parties’ joint motion to terminate in IPR2020-00962 on December 30, 2020.

On January 12, 2021, Abvivo submitted a JAMS arbitration demand naming the Company as respondent. Abvivo claimed that the Company was in violation of the assignment provision of that certain Commercial Platform License and Services Agreement (“CPLSA”), dated October 9, 2019, by and among OMT and Crystal, on the one hand, and Abvivo, on the other hand because the Company allegedly withheld its consent to a proposed assignment required for Abvivo to negotiate a discovery and development alliance with certain third parties. On January 26, 2021, we submitted a response to the demand, denying all claims and alleging counterclaims against Abvivo and Brian Lundstrom, a Company employee and the sole owner of Abvivo. We alleged that Mr. Lundstrom breached his fiduciary duty of loyalty to the Company and that Abvivo and Mr. Lundstrom fraudulently induced the Company, OMT and Crystal into certain business transactions and contracts. Abvivo and Mr. Lundstrom’s response to these counterclaims was due on February 9, 2021, but they did not submit a response. Under JAMS rules, the counterclaims were deemed denied. On February 22, 2021, Abvivo submitted documents to JAMS which indicated that it sought to dismiss its claim without prejudice. On February 25, 2021, we submitted additional counterclaims against Abvivo and Mr. Lundstrom.These counterclaims alleged that Abvivo and Mr. Lundstrom made false promises regarding the CPLSA, Abvivo’s breach of and failure to perform under the CPLSA, and Abvivo’s infringement of certain Ligand trademarks.On March 11, 2021, Abvivo and Mr. Lundstrom submitted an answer to our amended counterclaims denying all of the claims and asserting various affirmative defenses. On June 21, 2021, the parties executed a confidential settlement agreement that settled all claims in this arbitration.~~On June 29, 2021, the parties jointly submitted to JAMS a dismissal with prejudice of all claims by all parties in the arbitration.~~

CyDex and Baxter Healthcare Corp. (“Baxter”) are parties to a license agreement relating to Ligand’s Captisoltechnology and, more specifically, relating to Captisol-enabled Nexterone (amiodarone HCl premixed injection). Baxter contends that it has

overpaid royalties for several years, and seeks both refunds of those overpayment and a reduced royalty going forward. CyDex contends that Baxter has not paid the royalties due to CyDex under the terms of the license agreement. On April 6, 2021, Baxter initiated an arbitration with the American Arbitration Association pursuant to the arbitration provision of the license agreement. On April 21, 2021, CyDex filed an Answering Statement and Counterdemand. On May 5, 2021, Baxter filed an Answering Statement in response to CyDex’s Counterdemand. On June 30, 2021, the ~~parties’~~parties held a Preliminary Hearing before the arbitrator. The parties have completed fact discovery, exchanged expert witness statements and completed depositions of the expert witnesses. The arbitration hearing is currently scheduled for late May 2022.

From time to time, we may also become subject to other legal proceedings or claims arising in ~~its early stages.~~the ordinary course of our business. We currently believe that none of the claims or actions pending against us is likely to have, individually or in the aggregate, a material adverse effect on our business, financial condition or results of operations. Given the unpredictability inherent in litigation, however, we cannot predict the outcome of these matters.

8. Leases

We lease certain office facilities and equipment primarily under various operating leases. Our leases have remaining contractual terms up to ten years, some of which include options to extend the leases for up to five years. Our lease agreements do not contain any material residual value guarantees, material restrictive covenants, or material termination options. Our operating lease costs are primarily related to facility leases for administration offices and research and development facilities, and our finance leases are immaterial.

Lease assets and lease liabilities are recognized at the commencement of an arrangement where it is determined at inception that a lease exists. Lease assets represent the right to use an underlying asset for the lease term, and lease liabilities represent the obligation to make lease payments arising from the lease. These assets and liabilities are initially recognized based on the present value of lease payments over the lease term calculated using our incremental borrowing rate generally applicable to the location of the lease asset, unless the implicit rate is readily determinable. Lease assets also include any upfront lease payments

made and adjusted for lease incentives and other items as prescribed by ASC Topic 842, Leases. Lease terms include options to extend or terminate the lease when it is reasonably certain that those options will be exercised.

In addition to base rent, certain of our operating leases require variable payments, such as insurance and common area maintenance. These variable lease costs, other than those dependent upon an index or rate, are expensed when the obligation for those payments is incurred. Leases with an initial term of 12 months or less are not recorded on the balance sheet, and the expense for these short-term leases and for operating leases is recognized on a straight-line basis over the lease term.

The depreciable life of lease assets and leasehold improvements is limited by the expected lease term, unless there is a transfer of title or purchase option reasonably certain of exercise.

Operating and Finance Lease Assets and Liabilities (in thousands):


Assets	March 31, 2022		December 31, 2021
Operating lease assets	$	15,783	$	16,542
Finance lease assets	15,620		16,207
Total lease assets	$	31,403	$	32,749

Liabilities
Current operating lease liabilities	$	1,850	$	2,053
Current finance lease liabilities	52		46
	1,902		2,099
Long-term operating lease liabilities	16,758		15,494
Long-term finance lease liabilities	39		58
Total lease liabilities	$	18,699	$	17,651

Maturity of Operating and Finance Lease Liabilities as of March 31, 2022 (in thousands):


Maturity Dates	Operating Leases
Remaining nine months ending December 31, 2022	$	1,020
2023	2,712
2024	2,716
2025	2,614
2026	2,700
2027	2,727
Thereafter	8,074
Total lease payments	22,563
Less imputed interest	(3,864)
Present value of lease liabilities	$	18,699

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Caution: This discussion and analysis may contain predictions, estimates and other forward-looking statements that involve a number of risks and uncertainties, including those discussed in Part II, Item 1A. Risk Factors. This outlook represents our current judgment on the future direction of our business. These statements include those related to our Captisol-related revenues and manufacturing capacity, our Kyprolis and other product royalty revenues, the impact of COVID-19, product returns, product development, and ~~product development.~~the potential separation of the OmniAb business. Actual events or results may differ materially from our expectations. For example, there can be no assurance that our revenues or expenses will meet any expectations or follow any trend(s), that we will be able to retain our key employees or that we will be able to enter into any strategic partnerships or other transactions. We cannot assure you that we will receive expected Kyprolis, Captisol and other product revenues to support our ongoing business or that our internal or partnered pipeline products will progress in their development, gain marketing approval or achieve success in the market. In addition, ongoing or future arbitration, litigation or disputes with third parties may have a material adverse effect on us. Such risks and uncertainties, and others, could cause actual results to differ materially from any future performance suggested. We undertake no obligation to make any revisions to these forward-looking statements to reflect events or circumstances arising after the date of this quarterly report. This caution is made under the safe harbor provisions of Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act.

We use our trademarks, trade names and services marks in this report as well as trademarks, trade names and service marks that are the property of other organizations. Solely for convenience, trademarks and trade names referred to in this report appear without the ® and ™ symbols, but those references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or that the applicable owner will not assert its rights, to these trade marks and trade names.

References to “Ligand Pharmaceuticals Incorporated,” “Ligand,” the “Company,” “we” or “our” include Ligand Pharmaceuticals Incorporated and our ~~wholly owned~~wholly-owned subsidiaries.

Overview

We are a biopharmaceutical company focused on developing or acquiring technologies that help pharmaceutical companies discover and develop medicines. We employ research technologies such as antibody discovery technologies, ion channel discovery technology, Pseudomonas fluorescens protein expression technology, formulation science and liver targeted pro-drug technologies to assist companies in their work toward securing prescription drug and biologic approvals. We currently have partnerships and license agreements with over ~~130~~140 pharmaceutical and biotechnology companies. Over ~~300~~400 programs are in various stages of commercialization, development or research and are fully funded by our collaboration partners and licensees. We have contributed novel research and technologies for approved medicines that treat cancer, osteoporosis, fungal infections and postpartum depression, among others. Our collaboration partners and licensees have programs currently in clinical development targeting cancer, seizure, diabetes, cardiovascular disease, muscle wasting, liver disease, and kidney disease, among others. We have over ~~1,400~~1,600 issued patents worldwide.

We have assembled our large portfolio of fully-funded programs either by licensing our own proprietary drug development programs, licensing our platform technologies such as Captisol or OmniAb to partners for use with their proprietary programs, or acquiring existing partnered programs from other companies. Fully-funded programs ~~which we refer to as "shots on goal,"~~ are those for which our partners pay all of the development and commercialization costs. For our internal programs, we generally plan to advance drug candidates through early-stage drug development or clinical proof-of-concept and then seek partners to continue development and potential commercialization.

Our business model creates value for stockholders by providing a diversified portfolio of biotech and pharmaceutical product revenue streams that are supported by an efficient and low corporate cost structure. Our goal is to offer investors an opportunity to participate in the promise of the biotech industry in a profitable, diversified and lower-risk business than a typical biotech company. Our business model is based on doing what we do best: drug discovery, early-stage drug development, product reformulation and partnering. We partner with other pharmaceutical companies to leverage what they do best (late-stage development, regulatory management and commercialization) to ultimately generate our revenue. We believe that focusing on discovery and early-stage drug development while benefiting from our partners’ development and commercialization expertise will reduce our internal expenses and allow us to have a larger number of drug candidates progress to later stages of drug development.

Our revenue consists of three primary elements: royalties from commercialized products, sale of Captisol material, and contract revenue from license, milestone and other service payments. In addition to discovering and developing our own

proprietary drugs, we selectively pursue acquisitions to bring in new assets, pipelines, and technologies to aid in generating additional potential new revenue streams.

~~Impact of COVID-19 Pandemic~~Update on the OmniAb Separation Process

~~Please see~~ ~~Impact~~In November 2021, we announced plans to explore multiple paths for OmniAb to become a standalone public company. On March 23, 2022, we entered into the Merger Agreement, pursuant to which APAC will combine with OmniAb, and acquire the OmniAb Business, in a Reverse Morris Trust transaction. Immediately prior to the Merger and pursuant to the Separation Agreement, we will, among other things, transfer the OmniAb Business, including but not limited to the equity interests of ~~COVID-19 Pandemic~~ ~~described~~Ab Initio Biotherapeutics, Inc., Crystal Bioscience, Inc., Icagen, LLC, Taurus Biosciences, LLC and xCella Biosciences, Inc. to OmniAb (the “Reorganization”) and, in ~~Item 1. Condensed Consolidated Financial Statements -~~ ~~Note 1, Basis~~connection therewith, will distribute (the “Distribution”) to Ligand stockholders 100% of ~~Presentation~~the common stock of OmniAb. Immediately following the Distribution, Merger Sub will merge with and ~~Summary~~into OmniAb (the “Merger”), with OmniAb continuing as the surviving company in the Merger and as a wholly owned subsidiary of ~~Significant Accounting Policies~~APAC.

Upon the closing of the transaction, Avista Capital Partners (“Avista”), APAC’s sponsor has agreed to invest up to $115 million in the combined company, and Ligand will contribute $15 million (less certain transaction and other expenses). ~~For additional~~The combined company will have an initial pre-money equity valuation of $850 million. Ligand intends to distribute 100% of its equity in OmniAb to Ligand shareholders immediately prior to the business combination with APAC. The transaction is expected to be tax-free to Ligand and its shareholders for U.S. federal income tax purposes. The transaction is expected to close in the second half of 2022.

In April 2022, OmniAb filed with the SEC a registration statement on Form 10 registering shares of OmniAb common stock and APAC filed with the SEC a registration statement on Form S-4 registering shares of APAC common stock, warrants and certain equity awards. The Form S-4 filed by APAC includes a proxy statement/prospectus in connection with the APAC shareholder vote required for the proposed transaction. The Form 10 filed by OmniAb includes portion of the Form S-4 registration statement filed by APAC which will serve as an information statement/prospectus in connection with the spin-off of OmniAb. Ligand’s shareholders and other interested persons are advised to read the preliminary and definitive registration statements, and documents incorporated by reference therein, as these materials contain important information about APAC, OmniAb and the proposed business combination. The proxy statement/prospectus contained in APAC’s registration statement will be mailed to APAC shareholders as of a record date to be established for voting on the ~~various risks posed~~proposed business combination.

The registration statements, proxy statement/prospectus/information statement and other documents are also available at www.sec.gov, or by ~~the COVID-19 pandemic, please read Item 1A.~~ ~~"Risk Factors"~~ ~~included in this report and in our 2020 Annual Report.~~request to Avista Public Acquisition Corp. II, 65 East 55th Street, 18th Floor, New York, NY 10022.

Portfolio Program Updates

OmniAb® Platform Updates

The OmniAb isdiscovery platform provides our ~~industry-leading, AI-~~pharmaceutical industry partners with access to diverse antibody repertoires and ~~BI- (Biological Intelligence) powered multi-species antibody platform for the~~high-throughput screening technologies to enable discovery of ~~mono~~next-generation therapeutics. At the heart of the OmniAb platform is the Biological IntelligenceTM (BI) of our proprietary transgenic animals, including OmniRat, OmniChicken and ~~bispecific~~OmniMouse that have been genetically modified to generate antibodies with human sequences to facilitate development of human therapeutic ~~human antibodies.~~candidates. Over 55 partners have access to OmniAb-derived antibodies and more than 250 programs are being actively developed or commercialized. As of ~~June 30, 2021, 19 different~~March 31, 2022, there were 25 active clinical- or commercial- stage OmniAb-derived ~~antibodies have been studied in approximately 77 active or completed clinical trials. We expect the first regulatory approvals for OmniAb-derived antibodies in 2021.~~antibodies.

~~Arcus Biosciences~~In March 2022, Immunovant held an R&D day, where they highlighted Batoclimab (IMVT-1401), an OmniAb-derived monoclonal antibody targeting the neonatal Fc receptor. Immunovant announced ~~initial efficacy and safety from one~~plans to initiate a Phase 3 trial in myasthenia gravis in the first half of 2022 with top-line results expected in 2024. Immunovant further outlined plans to initiate clinical trials in four additional indications in 2022, with two of the ~~cohorts~~indications expected to enter directly into pivotal trials. Batoclimab is also being developed by Harbour BioMed in ~~ARC-6, a randomized~~China and is currently in an ongoing pivotal Phase ~~1b/2 platform study evaluating the combination of etrumadenant (dual adenosine A2a/A2b receptor antagonist) plus zimberelimab (an OmniAb-derived, anti-PD1 antibody) and docetaxel~~3 trial in people with taxane-naïve metastatic castration-resistant prostate cancer. Arcus also announced encouraging clinical results from an interim analysis of the Phase 2 ARC-7 study evaluating the safety and efficacy of anti-TIGIT mAb domvanalimab-based combinations with or without zimberelimab as a first-line treatment of PDL1-high non-small cell lung cancer (NSCLC). The zimberelimab monotherapy arm showed activity similar to that of marketed anti-PD-1 antibodies studied by other companies in this setting.

~~Janssen provided an update on their Phase 1 trial results for teclistamab in heavily pretreated~~ patients with multiple myeloma suggesting deep and durable responses, and also announced FDA Breakthrough Therapy Designation for teclistamab for the treatment of relapsed or refractory multiple myeloma. Teclistamab is an OmniAb-derived bispecific antibody targeting BCMA and CD3.

CStone Pharmaceuticals announced OmniAb-derived anti-PD-L1 antibody sugemalimab met its primary endpoint in the first-in-class registrational clinical trial for Stage III NSCLC and plans to submit a New Drug Application in China for this expanded indication.myasthenia gravis.

Aptevo Therapeutics announced ~~positive Phase 1 clinical data for APVO436 from the dose-escalation portion of their Phase 1 trial in adults~~that a patient with ~~relapsed~~relapsed/refractory acute myeloid leukemia in an ongoing Phase 1b trial received an allogeneic stem cell transplant after receiving APVO436 and ~~initiation of the expansion phase of the study using the recommended dose identified~~experiencing significant reduction in ~~Part 1. APVO436 is an OmniAb-derived bispecific antibody targeting CD123 and CD3 for the potential treatment of hematological malignancies.~~

Harbour BioMed reported positive topline results for the Phase 2 proof-of-concept trial of batoclimab, a novel anti-FcRn antibody, in Chinese patients with generalized myasthenia gravis. Harbor BioMed plans to initiate a Phase 3 study in this indication in the second half of 2021.

~~During the second quarter of 2021,we entered into OmniAb licensing agreements with GenScript Biotech and ImmuNext.~~

~~Pelican Platform Updates~~

The Pelican Expression Technology™ is our proprietary Pseudomonas fluorescens protein expression technology that has major collaborations with Jazz Pharmaceuticals, Merck, Serum Institute of India and Alvogen, each of which has potential to contribute meaningfully to our royalty revenue. In addition, large pharma and small biotech partners continue to expand their use of our PeliCRM™ (CRM197), a non-toxic mutant diphtheria toxin vaccine carrier protein produced using Pelican Expression Technology, adding to near-term revenue.

Jazz Pharmaceuticals recently received FDA approval for Rylaze™, formerly JZP458, for the treatment of acute lymphoblastic leukemia (ALL) or lymphoblastic lymphoma (LBL). Rylaze is a recombinant Erwinia asparaginase used as abone

2624

~~component~~marrow blasts. This follows Aptevo's previous announcement that a patient receiving combination therapy is also moving to transplant after one cycle of a multi-agent chemotherapeutic regimen for the treatment of pediatric and adult patients with ALL or LBL who are hypersensitive to E. coli-derived asparaginase products. In July, Jazz launched Rylaze and announced that the National Comprehensive Cancer Network® (NCCN) added Rylaze to the Clinical Practice Guidelines in Oncology (NCCN Guidelines®) for ALL in pediatric and adult patients.therapy.

In Q1 2022 and recently, OmniAb entered into new platform licensing agreements with LTZ Therapeutics, Seismic Therapeutics, LifeArc and an undisclosed venture-backed Bay Area immune-oncology company.

Ligand Core Business Portfolio Updates

In March 2022, Travere Therapeutics announced the submission of an NDA to the FDA for accelerated approval of sparsentan for IgA nephropathy (IgAN). Travere announced that plans are underway to submit an NDA for accelerated approval to the FDA for focal segmental glomerulosclerosis (FSGS) and a combined IgAN and FSGS Marketing Authorisation Application in Europe in mid-2022.

In April 2022, Merck ~~received~~announced the FDA ~~approval~~granted Breakthrough Designation for ~~VAXNEUVANCE™, formerly V114, for the prevention of pneumococcal disease in adults. VAXNEUVANCE is~~V116, a ~~15-valent~~21-valent pneumococcal vaccine utilizing ~~our~~Ligand’s CRM197 vaccine carrier protein produced using the Pelican Expression Technology platform. ~~Additionally,~~ Merck ~~announced positive results from initial~~plans to initiate Phase 3 ~~pediatric~~ clinical trials for ~~VAXNEUVANCE~~V116 in ~~pneumococcal disease. CRM197, produced by the Pelican Expression Technology™, is also used by Merck in its investigational vaccine candidates, including V116.~~2022.

~~Other Business Updates~~On February 2, 2022 Jazz Pharmaceuticals announced the submission of a supplemental BLA to the FDA seeking approval for a M/W/F intramuscular dosing schedule for Rylaze™ as a component of a multi-agent chemotherapeutic regimen for the treatment of acute lymphoblastic leukemia. Jazz announced on their fourth quarter 2021 earnings call plans to submit regulatory filings for Rylaze in Europe in mid-2022 with potential approval in 2023.

In February 2022, BeiGene, ~~received approval~~Ltd. announced the launch of KYPROLIS® (carfilzomib) for injection in China ~~of Kyprolis (carfilzomib)~~for patients with relapsed/refractory (R/R) multiple myeloma. KYPROLIS is licensed to BeiGene in China under a strategic collaboration with Amgen, and was approved in July 2021 by the China National Medical Products Administration (NMPA) in combination with dexamethasone for the treatment of adult patients with ~~relapsed or refractory~~R/R multiple myeloma who have received at least two prior therapies, including a proteasome inhibitor and an immunomodulatory agent. ~~This is the first approval of Kyprolis in China. BeiGene licensed Kyprolis in 2019 for commercialization and development in China under a strategic collaboration with Amgen.~~

~~Roche and Ligand expanded~~In March 2022, Outlook Therapeutics announced it submitted a Biologics License Application (BLA) to the FDA for ONS-5010, an ~~existing collaboration agreement utilizing the Icagen Ion Channel Technology platform to a third program for the development and commercialization~~investigational ophthalmic formulation of ~~small molecule ion channel modulators~~bevacizumab for the treatment of ~~neurological diseases. Roche made an upfront cash payment to us and~~wet age-related macular degeneration that, if approved, will ~~also provide research funding. In addition, we are eligible to receive up to $274 million in research, development and commercial milestone payments,~~be branded as ~~well as royalties on net sales should a drug from the collaboration be commercialized.~~

Travere Therapeutics announced completion of enrollment in the pivotal Phase 3 PROTECT clinical trial to evaluate the long-term nephroprotective potential of sparsentan in IgA nephropathy. Travere anticipates topline interim efficacy data in the third quarter of 2021. In May 2021, Travere announced that the FDA indicated the available data from the interim assessment in the pivotal, Phase 3 DUPLEX study in focal segmental glomerulosclerosis would not be adequate to support an accelerated approval at this time. The FDA indicated an application for accelerated approval may be possible after additional eGFR data accrue in the first-half of 2022.

Novan announced positive topline results from the pivotal Phase 3 B-SIMPLE5 trial of SB206, a topical antiviral gel, for the treatment of molluscum contagiosum. The clinical trial achieved statistical significance (p<0.0001) for the primary endpoint of complete clearance of all lesions at Week 12, and statistical significance for all secondary endpoints including proportion achieving a lesion count of 0 or 1 at Week 12, proportion achieving ≥90% clearance of lesions at Week 12 and complete clearances of all lesions at Week 8. Novan intends to submit an NDA by the third quarter of 2022.

Sermonix Pharmaceuticals announced complete enrollment in its Phase 2 clinical trial studying lasofoxifene in combination with Eli Lilly’s FDA-approved CDK 4 and 6 inhibitor abemaciclib to treat ESR1-mutated metastatic breast and gynecological cancers. Lasofoxifene is an investigational, nonsteroidal selective estrogen receptor modulator. Sermonix expects initial data from the trial to be available in the first half of 2022.LYTENAVA™ (bevacizumab-vikg).

Results of Operations

Revenue

~~Revenue~~

(Dollars in thousands) Q2 2021 Q2 2020 Change % Change YTD 2021 YTD 2020 Change % Change
Royalties $ 8,616 $ 7,181 $ 1,435 20 % $ 15,728 $ 13,746 $ 1,982 14 %
Captisol 62,509 24,468 38,041 155 % 93,781 45,577 48,204 106 %
Contract revenue 13,550 9,771 3,779 39 % 30,316 15,258 15,058 99 %
Total revenue $ 84,675 $ 41,420 $ 43,255 104 % $ 139,825 $ 74,581 $ 65,244 87 %


(Dollars in thousands)	Q1 2022		Q1 2021		Change		% Change
Royalties	$	13,695	$	7,112	$	6,583	93	%
Captisol - Core	6,226		1,253		4,973		397	%
Captisol - COVID	5,896		30,019		(24,123)		(80)	%
Contract revenue	19,876		16,766		3,110		19	%
Total revenue	$	45,693	$	55,150	$	(9,457)	(17)	%

Total revenue decreased by $(9.5) million, or (17)%, to $45.7 million in Q1 2022 compared to $55.2 million in Q1 2021 primarily due to the $24.1 million decrease in sales of COVID related Captisol that is used in formulation with remdesivir. Non-COVID Captisol sales increased by $5.0 million, with the increase primarily due to increased demand from Baxter, Fareva Mirabel, and Novartis in Q1 2022 compared to Q1 2021. Royalties and contract revenue increased in Q1 2022 compared to Q1 2021, with the increase primarily attributable to the increase in partner product sales of Kyprolis, Evomela, Teriparatide Injection, and Rylaze.

Revenues attributable to the Ligand core business segment and OmniAb business segment were $36.5 million and $9.2 million, respectively, for the first quarter of 2022. Revenues attributable to the Ligand core business segment and OmniAb business segment were $46.6 million and $8.6 million, respectively, for the first quarter of 2021.

Royalty revenue is a function of our partners’ product sales and the applicable royalty rate. Kyprolis royalty rates are under a tiered royalty rate structure with the highest tier being 3.0%. Evomela has a fixed royalty rate of 20%. Teriparatide injection has a tiered royalty between 25% and 40% on sales that have been adjusted for certain deductible items as defined in

the respective license agreement. The Rylaze royalty rate is tiered between 3% and 5%. Contract revenue includes service revenue, license fees and development, regulatory and sales based milestone payments.

The following table represents royalty revenue by ~~program:~~program (in millions):


(in millions)	(in millions)	Q2 2021 Estimated Partner Product Sales		Effective Royalty Rate		Q2 2021 Royalty Revenue		Q2 2020 Partner Product Sales		Effective Royalty Rate		Q2 2020 Royalty Revenue		(in millions)	Q1 2022 Estimated Partner Product Sales		Effective Royalty Rate		Q1 2022 Royalty Revenue		Q1 2021 Estimated Partner Product Sales		Effective Royalty Rate		Q1 2021 Royalty Revenue
Kyprolis	Kyprolis	$	266.5	2.0	%	$	5.4	$	269.1	2.0	%	$	5.5	Kyprolis	$	297.5	1.6	%	$	4.6	$	266.0	1.6	%	$	4.3
Evomela	Evomela	11.0		20.0	%	2.2		6.0		20.0	%	1.2		Evomela	13.5		20.0	%	2.7		11.7		20.0	%	2.3
Teriparatide injection(1)														Teriparatide injection(1)	9.1		32.0	%	2.9		—		—	%	—
Rylaze														Rylaze	50.0		3.3	%	1.6		—		—	%	—
Other	Other	41.3		2.4	%	1.0		40.8		1.2	%	0.5		Other	70.7		2.6	%	1.9		27.1		1.8	%	0.5
Total	Total	$	318.8			$	8.6	$	315.9			$	7.2	Total	$	440.8			$	13.7	$	304.8			$	7.1

(1) - Teriparatide injection sales have been adjusted for certain deductible items as defined in the respective license agreement.

(in millions) YTD 2021 Estimated Partner Product Sales Effective Royalty Rate YTD 2021 Royalty Revenue YTD 2020 Partner Product Sales Effective Royalty Rate YTD 2020 Royalty Revenue
Kyprolis $ 527.1 1.8 % $ 9.7 $ 555.1 1.8 % $ 9.9
Evomela 22.2 20.0 % 4.5 13.9 20.0 % 2.8
Other 68.4 2.2 % 1.5 86.6 1.3 % 1.1
Total $ 617.7 $ 15.7 $ 655.6 $ 13.7
Operating Costs and Expenses


(Dollars in thousands)	Q1 2022		% of Revenue	Q1 2021		% of Revenue
Cost of Captisol	$	4,699		$	8,153
Amortization of intangibles	11,813			11,786
Research and development	20,307			17,879
General and administrative	18,180			12,617

Total operating costs and expenses	$	54,999	120%	$	50,435	91%

~~Q2 2021 vs. Q2 2020~~

Total revenue increased by $43.3 million, or 104%, to $84.7 million in Q2 2021 compared to $41.4 million in Q2 2020 primarily reflecting higher sales of Captisol for use in the manufacturing of remdesivir. Contract revenue increased in Q2 2021 compared to Q1 2020, with the increase primarily attributable to (1) the timing of partner milestone events and (2) the additional contract revenue of $5.2 million from our Pelican Expression Technology, acquired in October 2020.

~~YTD 2021 vs. YTD 2020~~

Total revenue increased by $65.2 million, or 87%, to $139.8 million in YTD 2021 compared to $74.6 million in the same period last year primarily reflecting higher sales of Captisol for use in the manufacturing of remdesivir. Contract revenue increased in the first half of 2021 compared to the same period last year, with the increase primarily attributable to (1) the timing of partner milestone events and (2) the additional contract revenue of $8.0 million and $8.5 million from the acquisitions of Icagen in April 2020 and Pfenex in October 2020, respectively.

~~Operating Costs and Expenses~~
(Dollars in thousands) Q2 2021 % of Revenue Q2 2020 % of Revenue YTD 2021 % of Revenue YTD 2020 % of Revenue
Cost of Captisol $ 30,593 $ 7,644 $ 38,746 $ 12,327
Amortization of intangibles 11,779 3,875 23,565 7,410
Research and development 15,953 12,732 33,832 24,623
General and administrative 14,711 10,069 27,028 19,333
Other operating income (34,100) — (33,800) —
Total operating costs and expenses $ 38,936 46% $ 34,320 83% $ 89,371 64% $ 63,693 85%

~~Q2 2021 vs. Q2 2020~~

Total operating costs and expenses during ~~Q2 2021~~Q1 2022 increased by $4.6 million, or ~~13%~~9%, compared to ~~Q2 2020~~Q1 2021 primarily ~~due to additional operating costs~~ attributable to ~~Pfenex, which we acquired on October 1, 2020, as well as an increase in Captisol sales for~~ the ~~current period. The increase was partially offset by a $34.1 million non-cash valuation adjustment~~OmniAb spin-off related transaction costs recorded in ~~the second quarter of 2021 to reduce the Pfenex CVR liability. See additional information on the Pfenex CVR liability in~~ ~~Note 2, Fair Value Measurements.~~Q1 2022.

Cost of Captisol increased primarily due to higher Captisol sales during Q2 2021 compared to Q2 2020. Cost of Captisol as a percentage of Captisol revenue was 49% in Q2 2021 compared to 31% in Q2 2020, with the increasedecreased primarily due to the ~~significant~~decrease in Captisol sales during Q1 2022 compared to ~~the Gilead consortium partners in India who had sales prices lower than other customers during Q2~~Q1 2021.

Amortization of intangibles ~~increased~~remained steady in ~~Q2 2021~~Q1 2022 compared to the same period in ~~2020 primarily due~~2021 as there have been no significant changes to the ~~amortization~~gross balance of ~~contractual relationships~~intangible assets over these periods. Amortization of intangibles were $8.8 million and ~~technologies acquired from Pfenex in October 2020.~~$3.0 million for the Ligand core business segment and OmniAb business segment during Q1 2022, respectively. Amortization of intangibles were $8.8 million and $3.0 million for the Ligand core business segment and OmniAb business segment during Q1 2021, respectively.

At any one time, we are working on multiple R&D programs. As such, we generally do not track our R&D expenses on a specific program basis. Our R&D expenses increased ~~year over year~~ in Q2Q1 2022 compared to the same period in 2021 due to the ~~$4.2 million costs associated with our~~increase in R&D activities at Icagen, Crystal, and Pfenex, ~~acquisition,~~ which primarily consisted of salaries and lab costs. Excluding $0.9 million unallocated corporate items, R&D expenses were $8.2 million and $11.2 million for the Ligand core business segment and OmniAb business segment during Q1 2022, respectively. Excluding $0.8 million unallocated corporate items, R&D expenses were $8.0 million and $9.1 million, respectively, for non-OmniAb business segment and OmniAb business segment during Q1 2021.

General and administrative expenses increased in ~~Q2 2021~~Q1 2022 compared to the same period in ~~2020~~2021 primarily ~~due~~attributable to the ~~additional~~$4.8 million of OmniAb spin-off related transaction costs incurred compared to no transaction costs being recorded in Q1 2021. Excluding $12.2 million unallocated corporate items, general and administrative expenses ~~from the Pfenex acquisition as well as increased share-based compensation expense.~~were $4.8 million and $1.2 million, respectively, for Ligand core business segment and OmniAb business segment during Q1 2022. Excluding $8.3 million unallocated corporate items, general and administrative expenses were $3.2 million and $1.1 million, respectively, for Ligand core business segment and OmniAb business segment during Q1 2021.

Other operating income in Q2 2021 included a $34.1 million non-cash valuation adjustment to reduce the Pfenex CVR liability. The decrease in Pfenex CVR liability is due to an expected lower probability of achieving the required milestone under the Pfenex CVR Agreement, which provides for payment to Pfenex CVR holders upon notice from the FDA that teriparatide injection receives an “A” therapeutic equivalence designation relative to the listed drug, FORTEO, by December 31, 2021. Based on feedback from the FDA, our commercial partner, Alvogen, will perform and submit to the FDA the results from an assessment to address concerns relating to potential innate immunogenicity, reducing the probability of achieving the milestone by December 31, 2021. There were no items recorded in other operating income in Q2 2020.Income (Expense)

~~YTD 2021 vs. YTD 2020~~

Total operating costs and expenses during YTD 2021 increased by $25.7 million, or 40%, compared to YTD 2020 primarily due to additional operating costs attributable to Icagen and Pfenex, as well as higher Captisol sales during YTD 2021. The increases were partially offset a $34.1 million non-cash valuation adjustment to reduce the Pfenex CVR liability. See additional disclosure on the Pfenex CVR liability in ~~Note 2, Fair Value Measurements~~.

Cost of Captisol increased primarily due to higher Captisol sales during YTD 2021 compared to YTD 2020. Cost of Captisol as a percentage of Captisol revenue was 41% in YTD 2021 compared to 27% in YTD 2020, with the increase primarily due to the significant sales to the Gilead consortium partners in India who had sales prices lower than other customers during Q2 2021.

Amortization of intangibles increased in YTD 2021 compared to the same period in 2020 primarily due to the amortization of contractual relationships and technologies acquired from Icagen in April 2020 and Pfenex in October 2020.

At any one time, we are working on multiple programs. As such, we generally do not track our R&D expenses on a specific program basis. Our R&D expenses increased year over year in YTD 2021 due to the $9.2 million costs associated with our Pfenex acquisition, which primarily consisted of salaries and lab costs.

General and administrative expenses increased in YTD 2021 compared to the same period in 2020 primarily due to the additional expenses from the Pfenex and Icagen acquisitions as well as increased share-based compensation expense.

Other operating income in YTD 2021 primarily included a $34.1 million non-cash valuation adjustment to reduce the Pfenex CVR liability during Q2 2021 as mentioned above. There were no items recorded in other operating income in YTD 2020.

~~Other Income (Expense)~~
(Dollars in thousands) Q2 2021 Q2 2020 Change YTD 2021 YTD 2020 Change
Gain (loss) from short-term investments $ (6,864) $ 23,460 $ (30,324) $ 6,197 $ (7,281) $ 13,478
Interest income 233 1,969 (1,736) 529 6,699 (6,170)
Interest expense (4,883) (6,213) 1,330 (10,714) (14,761) 4,047
Other income (expense), net (924) 1,803 (2,727) (7,401) 2,159 (9,560)
Total other income (expense), net $ (12,438) $ 21,019 $ (33,457) $ (11,389) $ (13,184) $ 1,795

~~Q2 2021 vs. Q2 2020~~


(Dollars in thousands)	Q1 2022		Q1 2021		Change
Gain (loss) from short-term investments	$	(12,877)	$	13,061	$	(25,938)
Interest income	134		296		(162)
Interest expense	(789)		(5,831)		5,042
Other income (expense), net	2,698		(6,477)		9,175
Total other income (expense), net	$	(10,834)	$	1,049	$	(11,883)

The fluctuation in the gain (loss) from short-term investments is primarily driven by the changes in the fair value of our ownership in Viking common stock, ~~and warrants (an~~contributing an unrealized loss of ~~$8.3~~$10.7 million in ~~Q2 2021~~Q1 2022 as compared to an unrealized gain of ~~$23.5~~$9.1 million in ~~Q2 2020).~~

~~Interest income consists primarily of interest earned on our short-term investments. The decrease over the prior period was due to the decrease in our short-term investment balance.~~

Interest expense includes the 0.75% coupon cash interest expense in addition to the non-cash accretion of discount (including the amortization of debt issuance cost) on our 2023 Notes for the three months ended June 30,Q1 2021. The decrease was primarily due to lower average debt outstanding balance during Q2 2021 as compared to Q2 2020. In Q2 2021, we repurchased $45.1 million in principal of the 2023 Notes for $44.6 million in cash, including accrued interest of $0.03 million. See ~~Note 4, Convertible Senior Notes.~~

~~Other income (expense), net, in Q2 2021 included a $2.3 million loss on debt extinguishment in connection with the 2023 Notes repurchase during the three months ended June 30, 2021.~~

~~YTD 2021 vs. YTD 2020~~

The fluctuation in the gain (loss) from short-term investments is primarily driven by the changes in the fair value of our ownership in Viking common stock and warrants (an unrealized gain of $0.9 million in YTD 2021 as compared to an unrealized loss of $6.2 million in YTD 2020).

Interest income consists primarily of interest earned on our short-term investments. The decrease over the prior period was due to the decrease in our short-term investment balance.

Interest expense includes the 0.75% coupon cash interest expense in addition to the non-cash accretion of discount (including the amortization of debt issuance cost) on our 2023 Notes for the ~~six~~three months ended ~~June 30, 2021.~~March 31, 2022. The decrease was primarily due to the adoption of ASU 2020-06 which significantly reduced the debt discount balance subject to amortization. See Note 1, Basis of Presentation and Summary of Significant Accounting Policies for detail on ASU 2020-06 adoption. In addition, we carried a lower average debt outstanding balance during ~~YTD 2021~~Q1 2022 as compared to ~~YTD 2020.~~Q1 2021. During ~~YTD 2021,~~the three months ended March 31, 2022, we repurchased ~~$149.6~~$165.8 million in principal of the 2023 ~~Notes for $153.7 million in cash, including accrued interest of $0.3 million.~~Notes. See Note 4, Convertible Senior Notes.

Other income (expense), net, in ~~YTD~~Q1 2022 increased by $9.2 million as compared to Q1 2021, ~~included~~primarily due to a ~~$7.2~~$1.5 million gain on extinguishment of debt and $1.0 million gain for the fair value adjustment of Metabasis and Icagen CVRs during Q1 2022 compared to a $4.8 million loss on extinguishment of debt ~~extinguishment in connection with~~and $1.4 million loss for the ~~2023 Notes repurchase~~fair value adjustment of Metabasis and Icagen CVRs during ~~the six months ended June 30,~~Q1 2021.

See
Note 3, Fair Value Measurements.

Income Tax Benefit (Expense)
(Dollars in thousands) Q2 2021 Q2 2020 Change YTD 2021 YTD 2020 Change
Income (loss) before income taxes $ 33,301 $ 28,119 $ 5,182 $ 39,065 $ (2,296) $ 41,361
Income tax benefit (expense) (2,576) (6,033) 3,457 9,766 251 9,515
Income (loss) from operations $ 30,725 $ 22,086 $ 8,639 $ 48,831 $ (2,045) $ 50,876
Effective tax rate 7.7 % 21.5 % (25.0) % 10.9 %


(Dollars in thousands)	Q1 2022			Q1 2021			Change
Income (loss) before income taxes	$	(20,140)		$	5,764		$	(25,904)
Income tax benefit	4,755			12,342			(7,587)
Income (loss) from operations	$	(15,385)		$	18,106		$	(33,491)
Effective tax rate	23.6		%	(214.1)		%

We compute our income tax provision by applying the estimated annual effective tax rate to income from operations and adding the effects of any discrete income tax items specific to the period. The effective tax rate for the three ~~and six~~ months ended ~~June 30,~~March 31, 2022 and 2021 was ~~7.7%~~23.6% and ~~(25.0)~~(214.1)%, respectively. The variance from the U.S. federal statutory tax rate of 21% for the three ~~and six~~ months ended ~~June 30,~~March 31, 2022 was due primarily to the tax deductions related to foreign derived intangible income tax credit as well as the research and development tax credits, which were partially offset by Section 162(m) limitation during the period. The variance from the U.S. federal statutory tax rate of 21% for the three months ended March 31, 2021 was significantly impacted by discrete tax benefits related to (1) a $34.1 million Pfenex CVR adjustment recorded during the second quarter of 2021 due to the lower probability of achieving the specific development and regulatory milestone by December 31, 2021 as defined by the Pfenex CVR, and (2) net excess tax windfalls from share-based compensation resulting from increased stock option exercise activity, stock award vesting and appreciation of our stock price during the period. The effective tax rate for the three and six months ended June 30, 2020 was 21.5% and 10.9%, respectively. The variances from the U.S. federal statutory tax rate of 21% for the three and six months ended June 30, 2020 were primarily attributable to the mix of earnings in the jurisdictions with lower statutory rates than the U.S. offset by tax deductions related to stock award activities and tax deductions related to foreign derived intangible income tax credits.

Liquidity and Capital Resources

As of ~~June 30, 2021,~~March 31, 2022, our cash, cash equivalents, and short-term investments totaled ~~$301.8~~$204.0 million, which decreased by ~~$109.4~~$137.1 million from the end of last year due to factors described in the Cash Flow Summary below. Our primary source of liquidity, other than our holdings of cash, cash equivalents, and short-term investments, has been cash flows from operations. Our ability to generate cash from operations provides us with the financial flexibility we need to meet operating, investing, and financing needs.

Historically, we have liquidated our short-term investments and/or issued debt and equity securities to finance our business needs as a supplement to cash provided by operating activities. Our short-term investments include U.S. government

debt securities, investment-grade corporate debt securities, mutual funds and certificates of deposit. We have established guidelines relative to diversification and maturities of our investments in order to provide both safety and liquidity. These

guidelines are periodically reviewed and modified to take advantage of trends in yields and interest rates. Additionally, we own certain securities which are classified as short-term investments that we received as a result of a milestone and an upfront license payment as well as 6.7 million shares of common stock in Viking.

In May 2018, we issued an aggregate principal amount of $750.0 million of the 2023 Notes. ~~In conjunction of the 2023 Notes offering, we used a portion of the proceeds from such issuance totaling $49.7 million to repurchase 260,000 shares of our common stock.~~ During the ~~six~~three months ended ~~June 30, 2021,~~March 31, 2022, we repurchased ~~$149.6~~$165.8 million in principal of the 2023 Notes for ~~$153.7~~$163.7 million in cash, including accrued interest of ~~$0.3~~$0.4 million. After the repurchases, ~~$345.7~~$177.5 million in principal amount of the 2023 Notes remain outstanding. We may continue to use cash on hand to repurchase additional 2023 Notes through open-market transactions, including through Rule 10b5-1 trading ~~plan~~plans to facilitate open-market repurchases, or otherwise, from time to time. The timing and amount of repurchase transactions will be determined by management based on the evaluation of market conditions, trading price of the 2023 Notes, legal requirements and other factors. The 2023 Notes were not convertible as of ~~June 30, 2021.~~March 31, 2022. It is our intent and policy to settle conversions through combination settlement, which essentially involves payment in cash equal to the principal portion and delivery of shares of common stock for the excess of the conversion value over the principal portion. See Note 4, Convertible Senior Notes.

We believe that our existing funds, cash generated from operations and existing sources of and access to financing are adequate to fund our need for working capital, capital expenditures, debt service requirements, continued advancement of research and development efforts, potential stock repurchases and other business initiatives we plan to strategically pursue, including acquisitions and strategic investments.

As of ~~June 30, 2021,~~March 31, 2022, we had ~~$14.8~~$9.0 million in fair value of contingent consideration liabilities associated with prior acquisitions to be settled in future periods.

~~Leases and Off-Balance Sheet Arrangements~~

We lease our office facilities under operating lease arrangements with varying terms through September 2026. In addition, we signed our new Emeryville office lease in June 2021 as discussed below under the "~~Contractual Obligations~~" section. The lease agreements provide for increases in annual rents based on changes in the Consumer Price Index or fixed percentage increases between 3.0% to 4.0%. We had no off-balance sheet arrangements at June 30, 2021 and December 31, 2020.

Cash Flow Summary


(Dollars in thousands)	(Dollars in thousands)	YTD 2021		YTD 2020		(Dollars in thousands)	Q1 2022		Q1 2021
Net cash provided by (used in):	Net cash provided by (used in):					Net cash provided by (used in):
Operating activities	Operating activities	$	31,131	$	41,304	Operating activities	$	52,011	$	10,754
Investing activities	Investing activities	$	84,453	$	281,779	Investing activities	$	113,881	$	65,115
Financing activities	Financing activities	$	(141,540)	$	(279,310)	Financing activities	$	(170,421)	$	(91,635)

During the ~~six~~three months ended ~~June 30, 2021,~~March 31, 2022, we repurchased ~~$149.6~~$165.8 million in principal of the 2023 Notes for ~~$153.7~~$163.7 million in cash, including accrued interest of ~~$0.3~~$0.4 million. During the ~~six~~three months ended ~~June 30, 2020,~~March 31, 2021, we repurchased ~~$234.4~~$104.5 million in principal of the 2023 Notes for ~~$203.8~~$109.1 million in cash, including accrued interest of ~~$0.6 million, used $73.3 million to repurchase our common stock, and paid $15.1 million in cash for the Icagen acquisition.~~$0.2 million.

~~Contractual Obligations~~

There have been no material changes outside the ordinary course of business to the Contractual Obligations table set forth in our 2020 Annual Report, other than our operating lease obligation will increase by approximately $22 million (undiscounted cash outflow) in connection with our new Emeryville office lease signed in June 2021 with projected commencement dates of July 2021 for the first phase of occupancy and April 2022 for the second phase over the next 10 year term.

Critical Accounting Policies

and Estimates

Certain of our policies require the application of management judgment in making estimates and assumptions that affect the amounts reported in our consolidated financial statements and the disclosures made in the accompanying notes. Those estimates and assumptions are based on historical experience and various other factors deemed applicable and reasonable under the circumstances. The use of judgment in determining such estimates and assumptions is by nature, subject to a degree of uncertainty. Accordingly, actual results could differ materially from the estimates made. There have been no material changes in our critical accounting policies and estimates as compared to the critical accounting policies and estimates described in our ~~2020~~2021 Annual Report, other than the adoption of the Accounting Standards Updates described in Item 1. Condensed consolidated Financial Statements - Note 1, Basis of Presentation and Summary of Significant Accounting Policies, related to ~~allowance for credit losses.~~convertible debt.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

There were no substantial changes to our market risks in the three ~~and six~~ months ended ~~June 30, 2021,~~March 31, 2022, when compared to the disclosures in Item 7A of our ~~2020~~2021 Annual Report.

Item 4. Controls and Procedures

We carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures, as defined in

Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures as of ~~June 30, 2021~~March 31, 2022 were effective to ensure that information required to be disclosed by us in reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

There were no changes in our internal control over financial reporting that occurred during the quarter ended ~~June 30, 2021~~March 31, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

For information that updates the disclosures set forth under Part I. Item 3. Legal Proceedings in our ~~2020~~2021 Annual Report, refer to Note 7, Commitment and Contingencies: Legal Proceedings, to the Condensed Consolidated Financial Statements contained in Part I. Item 1. of this report.

Item 1A. Risk Factors

~~There~~Other than as set forth below, we do not believe that there have been noany material changes to the risk factors ~~included~~disclosed in Part I.I, Item ~~1A. Risk Factors~~1A of our 2021 Annual Report. The risk factors described in our ~~2020~~2021 Annual Report ~~other than~~and below are not the only risks we face. Factors we currently do not know, factors that we currently consider immaterial or factors that are not specific to us, such as ~~set forth below:~~general economic conditions, may also materially adversely affect our business or our consolidated operating results, financial condition or cash flows.

~~Future revenue from sales~~The Merger is subject to the satisfaction of ~~Captisol material to our license partners~~certain conditions, which may not be ~~lower than expected.~~satisfied on a timely basis, if at all.

~~Revenues from sales~~The consummation of ~~Captisol material~~the Merger is subject to ~~our collaborative partners,~~customary closing conditions for transactions involving special purpose acquisition companies, including, ~~Amgen, Gilead and~~ among others:

•the ~~Gilead consortium, represent a significant portion~~expiration or termination of ~~our current revenues. Any setback that may occur with respect to Captisol could significantly impair our operating results and/or reduce~~ the ~~market price~~waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of ~~our stock. Setbacks for Captisol could include problems with shipping, distribution, manufacturing, product safety, marketing, government regulation or reimbursement, licenses~~1976, as amended;

•receipt of required consents and approvals ~~intellectual property rights, competition with existing~~from certain governmental authorities;

•no agreement between Ligand or ~~new products~~APAC and ~~physician~~any governmental authority pursuant to which Ligand or ~~patient acceptance~~APAC has agreed not to consummate the Merger shall have been effected;

•no governmental authority of competent jurisdiction shall have enacted, issued or granted any law (whether temporary, preliminary or permanent), in each case that is in effect and which has the effect of restraining, enjoining or prohibiting the consummation of the ~~products using Captisol. In addition, revenue from Captisol sales~~transaction;

•APAC shall have at least $5,000,001 of net tangible assets as of the Closing;

•the APAC common stock issuable pursuant to the Merger shall have been approved for listing on Nasdaq, subject to official notice of issuance;

•Ligand, OmniAb, APAC and Merger Sub shall each have performed and complied in all material respects with the obligations, covenants and agreements required by the Merger Agreement to be performed or complied with by it at or prior to filing, or a later date as agreed to by the parties;

•customary bring down conditions related to ~~remdesivir may not continue or materially increase due~~the accuracy of the parties’ respective representations, warranties and pre-closing covenants in the Merger Agreement;

•the consummation of the Distribution, Reorganization and other transactions contemplated by the Separation Agreement shall have occurred;

•each of APAC’s and OmniAb’s registration statements to ~~a number~~be filed with the United States Securities and Exchange Commission shall have become effective;

•APAC’s shareholder approval; and

•the receipt by Ligand and APAC of factors, including: if Gilead successfully develops or manufactures an alternative formulation of remdesivir that does not incorporate Captisol or uses less Captisol in such formulation; if remdesivir is later shown to not be effective or safe for the treatment of COVID-19; the FDA revises or revokes its approval of remdesivir; if alternative therapies or vaccines are approved; or the risk of COVID-19 infection significantly diminishes, in which case the commercial opportunity could be materially and adversely affected. For example, Gilead has announced plans to develop ancertain tax opinions.

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~~inhaled dosage form~~

Additionally, APAC’s obligation to consummate the Business Combination is also subject to there having been no “Material Adverse Effect” on OmniAb since the date of ~~remdesivir~~the Merger Agreement.

Additionally, the obligations of OmniAb to consummate or cause to be consummated the Merger is subject to the satisfaction of the following additional conditions, any one (1) or more of which may be waived in writing by the OmniAb, among other things:

•the completion of the transactions contemplated by the Merger Agreement; and

•the resignation of all directors and all executive officers of APAC.

There can be no assurance that ~~uses less Captisol than~~such closing conditions will be satisfied or waived, or that the ~~current formulation~~Merger will be consummated. Further, we cannot assure you that the approval of APAC’s stockholders will be obtained. We, OmniAb and ~~expects result from an ongoing proof-of-concept study later this year.~~APAC may be subject to shareholder lawsuits, or other actions filed in connection with or in opposition to the Merger, which could prevent or delay the consummation of the Merger.

If ~~products~~the Distribution, together with certain related transactions, fails to qualify as a reorganization under Sections 355 and 368(a)(1)(D) of the Internal Revenue Code of 1986, as amended (the “Code”), or ~~product candidates incorporating Captisol material were~~the Merger fails to ~~cause any unexpected adverse events,~~qualify as a reorganization under Section 368(a) of the ~~perception of Captisol safety~~Code, Ligand and its stockholders could incur significant tax liabilities, and APAC and OmniAb could be ~~seriously harmed.~~required to indemnify Ligand for taxes that could be material pursuant to indemnification obligations under the tax matters agreement to be entered into in connection with the closing of the Merger (the “Tax Matters Agreement”).

Ligand expects to receive a tax opinion from Latham & Watkins LLP, tax counsel to Ligand, which shall provide that the Distribution will qualify as a reorganization under Sections 355 and 368(a)(1)(D) of the Code and that the Merger will not cause Section 355(e) of the Code to apply to the Distribution. In addition, the obligations of Ligand and OmniAb to complete the Merger are conditioned upon, among other things, Ligand’s receipt of such tax opinion. The obligation of APAC to complete the Merger is conditioned upon, among other things, receipt of an opinion of Weil, Gotshal & Manges LLP, tax counsel to APAC, that the Merger will be treated as a reorganization under Section 368(a) of the Code. The opinions will be based on, among other things, certain facts, assumptions, representations and undertakings from Ligand, OmniAb and APAC, including those regarding the past and future conduct of the companies’ respective businesses and other matters. If ~~this were to occur, we~~any of these facts, assumptions, representations, or undertakings are incorrect or not satisfied, Ligand may not be able to ~~sell Captisol unless~~rely on the opinions, and ~~until we are able~~Ligand and its stockholders could be subject to ~~demonstrate~~significant U.S. federal income tax liabilities. In addition, the opinions will not be binding on the IRS or the courts. Notwithstanding the opinions, the IRS could determine on audit that the ~~adverse event was unrelated~~Distribution or Merger does not qualify as a reorganization if it determines that any of the facts, assumptions, representations or undertakings on which the opinions are based are not correct or have been violated or that the Distribution or Merger should be taxable for other reasons, including as a result of a significant change in stock or asset ownership after the Distribution.

If the Distribution, together with certain related transactions, is ultimately determined not to ~~Captisol, which we~~qualify as a reorganization, the Distribution could be treated as a taxable disposition of shares of OmniAb stock by Ligand and as a taxable dividend or capital gain to Ligand’s stockholders for U.S. federal income tax purposes. If the Merger is ultimately determined not to qualify as a reorganization, the Merger could be treated as a taxable disposition of OmniAb stock by Ligand stockholders. In either such case, Ligand and its stockholders that are subject to U.S. federal income tax could incur significant U.S. federal income tax liabilities.

Under the Tax Matters Agreement that APAC and OmniAb will enter into with Ligand, APAC and OmniAb will generally be required to indemnify Ligand against taxes incurred by Ligand that arise as a result of certain actions or omissions by APAC or OmniAb that prevent the Distribution, together with certain related transactions, from qualifying as a reorganization under Sections 355 and 368(a)(1)(D) of the Code. Further, even if APAC and OmniAb are not responsible for tax liabilities of Ligand under the Tax Matters Agreement, OmniAb nonetheless could be liable under applicable U.S. federal tax law for such liabilities if Ligand were to fail to pay them. If APAC or OmniAb is required to pay any liabilities under the circumstances set forth in the Tax Matters Agreement or pursuant to applicable tax law, the amounts may be significant.

The anticipated benefits of the Separation and Merger may not be able to do. Further, the FDA could require us to submit additional information for regulatory review or approval, including data from extensive safety testing or clinical testing of products using Captisol. This would be expensive and it may delay the marketing of Captisol-enabled products and receipt of revenue related to those products, which could significantly impair our operating results and/or reduce the market price of our stock.achieved.

We obtain Captisol from Hovione, our third party manufacturer, primarily at their facilities in Ireland and Portugal. If Hovione were to cease to be able, for any reason, to supply Captisol to us in the amounts we require, or decline to supply Captisol to us, we would be required to seek an alternative source, which could potentially take a considerable length of time and impact our revenue and customer relationships. In the event of a Captisol supply interruption, we are permitted to designate and, with Hovione’s assistance, qualify one or more alternate suppliers, although there is no assurance that we could do so timely or at an acceptable cost, if at all. In addition to manufacturing at Hovione’s facilities in Ireland and Portugal, we have now added final step processing capacity for Captisol in both the United States and England.

We maintain inventory of Captisol, which has a five year shelf life, at three geographically dispersed storage locations in the United States and Europe. If we were to encounter problems maintaining our inventory, such as natural disasters, at one or more of these locations, it could lead to supply interruptions. In addition, we will rely on Hovione to expand manufacturing capacity of Captisol and any failure by Hovione to timely implement such increased capacity could adversely affect our ability to supply Captisol to our partners. While we believe we maintain adequate inventory of Captisol to meet our current partner needs, and our planned expansion of Captisol capacity will be sufficient to meet future partner needs, our estimates and projections for Captisol demand may not be correct and any supply interruptions could materially adversely impact our operating results. In addition, our plan to invest additional capital for the expansion of Captisol manufacturing capacity may not yield a return on investment if future Captisol sales fall below our expectations.

We currently depend on our arrangements with our partners and licensees to sell products using our Captisol technology. These agreements generally provide that our partners may terminate the agreements at will. If our partners discontinue sales of products using Captisol, fail to obtain regulatory approval for products using Captisol, fail to satisfy their obligations under their agreements with us, choose to utilize a competing product, or if we are unable to establish new licensing and marketing relationships, our financial results and growth prospects would be materially affected. Furthermore, we maintain significant accounts receivable balances with certain customers purchasing Captisol materials, which may result in the concentration of credit risk. We generally do not require any collateral from our customers to secure payment of these accounts receivable. If any of our major customers were to default in the payment of their obligations to us, our business, operating results and cash flows could be adversely affected.

Further, under most of our Captisol outlicenses, the amount of royalties we receive will be reduced or will cease when the relevant patent expires. Our low-chloride patents and foreign equivalents are not expected to expire until 2033, our high purity patents and foreign equivalents are not expected to expire until 2029 and our morphology patents and foreign equivalents are not expected to expire until 2026 in United States, but the initially filed patents relating to Captisol expired starting in 2010 in the United States and in 2016 in most countries outside the United States. If our other intellectual property rights are not sufficient to prevent a generic form of Captisol from coming to market and if in such case our partners choose to terminate their agreements with us, our Captisol revenue may decrease significantly.

~~Our OmniAb antibody platform faces specific risks, including the fact that no product using antibodies from the platform has been approved by the FDA or similar regulatory agency.~~

None of our collaboration partners using our OmniAb antibody platform have received approval from the FDA or similar regulatory agency to market a product discovered from our platform. In addition, only a subset of our collaboration partners’ product candidates have been tested in late stage clinical trials. If one of our OmniAb collaboration partners’ product candidates fails during preclinical studies or clinical trials, our other OmniAb collaboration partners may decide to abandon product candidates using antibodies generated from the OmniAb platform, whether or not such failure is attributable to the platform. OmniAb collaboration partners may terminate their programs without penalty. In addition, our OmniAb platform is covered by 167 patents worldwide (including 32 patents within the U.S. and 7 patents in the European Union)and are subject to the same risks as our patent portfolio discussed elsewhere in this report and our 2020 Annual Report, including the risk that our patents may infringe on third party patent rights or that our patents may be invalidated. As of a result of these factors, the future

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revenue generated from this platform may be materially lower than what we currently anticipate. Further, we face significant competition from other companies selling human antibody-generating rodents, especially mice which compete with our OmniMouse platform, including the VelocImmune mouse, the AlivaMab mouse, the Alloy mouse and the Kymouse. Many of our competitors have greater financial, technical and human resources than we do and may be better equipped to develop, manufacture and market competing antibody platforms. Our competitors may render our OmniAb antibody platform obsolete, or limit the commercial value of any product candidates developed using our platform, by advances in existing technological approaches or the development of new or different approaches, potentially eliminating the advantages that we believe our platform offers.

Third party intellectual property may prevent us or our partners from developing our potential products; our and our partners’ intellectual property may not prevent competition; and any intellectual property issues may be expensive and time consuming to resolve.

The manufacture, use or sale of our potential products or our licensees' products or potential products may infringe the patent rights of others. If others obtain patents with conflicting claims, we may be required to obtain licenses to those patents or to develop or obtain alternative technology. We may not be able to ~~obtain any such licenses on acceptable terms, or at all. Any failure~~achieve the full strategic and financial benefits expected to ~~obtain such licenses could delay or prevent us~~result from ~~pursuing~~ the ~~development or commercialization of our~~Separation and Merger, including the potential ~~products.~~that the Separation and Merger Combination will:

~~Generally, our success will depend~~•allow each business to pursue its own operational and strategic priorities and more quickly respond to trends, developments and opportunities in its respective markets;

•create two separate and distinct management teams focused on ~~our ability~~each business’s unique strategic priorities, target markets and corporate development opportunities;

•give each business opportunity and flexibility by pursuing its own investment, capital allocation and growth strategies consistent with its long-term objectives;

•allow investors to separately value each business based on the unique merits, performance and future prospects of each business, providing investors with two distinct investment opportunities;

•enhance the ability of ~~our partners~~each business to ~~obtain~~attract and ~~maintain patents~~retain qualified management and ~~other intellectual property rights~~to better align incentive-based compensation with the performance of each separate business; and

•give each of OmniAb and Ligand its own equity currency for our and their potential products. Our patent position is uncertain and involves complex legal and technical questions for which legal principles are unresolved. Even if we or our partners do obtain patents, such patents may not adequately protect the technology we own or have licensed.use in connection with acquisitions.

We ~~permit our partners to list our patents that cover their branded products in~~may not achieve the ~~Orange Book. If a third party files an NDA or ANDA~~anticipated benefits of the Separation and Merger for a ~~generic drug product that relies in whole or in part on studies contained in~~variety of reasons. Further, such benefits, if ultimately achieved, may be delayed. In addition, the Separation and Merger could materially and adversely affect our ~~partner’s NDA for their branded product, the third party will have the option~~business, financial condition and results of operations.

The Separation and Distribution may expose Ligand and OmniAb to ~~certify to the FDA that, in the opinion~~potential liabilities arising out of that third party, the patents listed in the Orange Book for our partner’s branded product are invalid, unenforceable, or will not be infringed by the manufacture, use or sale of the third party’s generic drug product. A third party certification that a new product will not infringe Orange Book-listed patents, or that such patents are invalid, is called a paragraph IV patent certification. If the third party submits a paragraph IV patent certification to the FDA, a notice of the paragraph IV patent certification must be sent to the NDA ownerstate and ~~the owner of the patents that~~federal fraudulent conveyance laws and legal dividend requirements.

The Separation and Distribution are subject to review under various state and federal fraudulent conveyance laws. Fraudulent conveyance laws generally provide that an entity engages in a constructive fraudulent conveyance when (i) the ~~paragraph IV patent certification notice once~~entity transfers assets and does not receive fair consideration or reasonably equivalent value in return; and (ii) the ~~third-party’s NDA~~entity: (a) is insolvent at the time of the transfer or ~~ANDA~~ is ~~accepted for filing~~rendered insolvent by the ~~FDA. A lawsuit may then be initiated~~transfer; (b) has unreasonably small capital with which to ~~defend the patents identified in the notice. The filing~~carry on its business; or (c) intends to incur or believes it will incur debts beyond its ability to repay its debts as they mature. An unpaid creditor or an entity acting on behalf of a ~~patent infringement lawsuit within 45 days~~creditor (including without limitation a trustee or debtor-in-possession in a bankruptcy by OmniAb or Ligand or any of our respective subsidiaries) may bring an action alleging that the Separation or Distribution or any of the ~~receipt of notice of~~related transactions constituted a paragraph IV patent certification automatically prevents the FDA from approving the generic NDA or ANDA until the earlier of the expiration of a 30-month period, the expiration of the patents, the entry of a settlement order stating that the patents are invalid or not infringed, a decision in the infringement case that is favorable to the NDA or ANDA applicant, or such shorter or longer period as the court may order.constructive fraudulent conveyance. If a ~~patent infringement lawsuit is not initiated within~~court accepts these allegations, it could impose a number of remedies, including without limitation, voiding OmniAb’s claims against Ligand, requiring the ~~required 45-day period, the third-party’s NDA or ANDA will not be subject~~future OmniAb stockholders to ~~the 30-month stay.~~

Several third-parties have challenged, and additional third parties may challenge, the patents covering our partner’s branded products, including Kyprolis and Evomela, which could result in the invalidation or unenforceability ofreturn to Ligand some or all of the ~~relevant patent claims. We may from~~shares of OmniAb common stock issued in the Distribution, or providing Ligand with a claim for money damages against OmniAb in an amount equal to the difference between the consideration received by Ligand and OmniAb fair market value at the time ~~to time become party to litigation or other proceedings as a result of Paragraph IV certifications. For example, as a result~~ of the settlement of one such matter, Teva will be permitted to market a generic version of Evomela® in the United States on June 1, 2026 or earlier under certain circumstances. The terms of the settlement agreement are otherwise confidential. Also, as noted above, Amgen has settled patent litigation related to Kyprolis on confidential terms with several parties, but it has been publicly reported that the U.S. launch date for at least Breckenridge Pharmaceuticals’ applicable generic product will be “on a date that is held as confidential in 2027 or sooner, depending on certain occurrences”.Distribution.

~~In addition,~~The measure of insolvency for purposes of the fraudulent conveyance laws will vary depending on which jurisdiction’s law is applied. Generally, an entity would be considered insolvent if (i) the present fair saleable value of its assets is less than the amount of its liabilities (including contingent liabilities); (ii) the present fair saleable value of its assets is less than its probable liabilities on its debts as such debts become absolute and matured; (iii) it cannot pay its debts and other liabilities (including contingent liabilities and other commitments) as they mature; or (iv) it has unreasonably small capital for the business in which it is engaged. We cannot assure you what standard a court would apply to determine insolvency or that a court would determine that OmniAb or Ligand or any of our subsidiaries were solvent at the time of or after giving effect to the Distribution.

The Distribution of OmniAb common stock is also subject to review under state corporate distribution statutes. Under the DGCL, a corporation may only pay dividends to its stockholders either (i) out of its surplus (net assets minus capital) or (ii) if there is no such surplus, out of its net profits for the fiscal year in which the dividend is declared or the preceding fiscal year. Although Ligand intends to make the Distribution of OmniAb common stock entirely from surplus, we cannot assure you that a court will not later determine that some or all of the ~~potentially relevant prior art information that~~Distribution to Ligand stockholders was ~~or is deemed available to a person~~unlawful.

The announcement of ~~skill in~~ the ~~relevant art prior~~proposed Separation and Merger could disrupt OmniAb’s relationships with its customers, suppliers, business partners and others, as well as its operating results and business generally.

Risks relating to the ~~priority date~~impact of the ~~claimed invention-relating to our~~announcement of the Separation and our partners’ patents and patent applications has been found. If such prior art exists, it can invalidate a patent or prevent a patent from issuing from a pending patent application, and we or our partners may be subject to a third party pre-issuance submission of prior art toMerger on OmniAb’s business include the United States Patent and Trademark Office. Even if patents do successfully issue and even if such patents cover our or our partner’s products or potential products, third parties may initiate litigation or opposition, interference, re-examination, post-grant review, inter partes review, nullification or derivation action in court or before patent offices, or similar proceedings challenging the validity, enforceability or scope of such patents, which may result in the patent claims being narrowed or invalidated, may allow third parties to commercialize our or our partners’ products and compete directly with us and ourfollowing:

3431

•its employees may experience uncertainty about their future roles, which might adversely affect OmniAb’s ability to retain and hire key personnel and other employees;

•customers, suppliers, business partners ~~without payment~~and other parties with which OmniAb maintains business relationships may experience uncertainty about its future and seek alternative relationships with third parties, seek to usalter their business relationships with OmniAb or ~~our partners, or limit~~fail to extend an existing relationship with OmniAb; and

•OmniAb has expended and will continue to expend significant costs, fees and expenses for professional services and transaction costs in connection with the ~~duration of the patent protection of our~~proposed Separation and ~~our partners’ technology and products.~~Merger.

~~Litigation or other proceedings~~If any of the aforementioned risks were to ~~enforce or defend intellectual property rights are often very complex in nature,~~materialize, they could lead to significant costs which may ~~be very expensive and time-consuming, may divert our management’s attention from our core business, and may result in unfavorable results that could adversely~~ impact our ability to prevent third parties from competing with our partner’s products. Any adverse outcome of such litigation or other proceedings could result in one or more or our patents being held invalid or unenforceable, which could adversely affect our ability to successfully execute our business strategy and negatively impact our financial condition andthe combined company’s results of operations. However, given the unpredictability inherent in litigation, we cannot predict or guarantee the outcome of these matters or any other litigation. Regardless of how these matters are ultimately resolved, these matters may be costly, time-consumingoperations and ~~distracting~~cash available to ~~our management, which could have a material adverse effect on our~~fund its business.

~~In addition, periodic maintenance fees, renewal fees, annuity fees~~We will incur transaction costs in connection with the Separation and various other governmental fees on patents and or applications will be due to the U.S. and various foreign patent offices at various points over the lifetime of our and our licensees’ patents and/or applications. We have systems in place to remind us to pay these fees, and we rely on our outside patent annuity service to pay these fees when due. Additionally, the U.S. and various foreign patent offices require compliance with a number of procedural, documentary, fee payment and other similar provisions during the patent application process. We employ reputable law firms and other professionals to help us comply, and in many cases, an inadvertent lapse can be cured by payment of a late fee or by other means in accordance with rules applicable to the particular jurisdiction. However, there are situations in which noncompliance can result in abandonment or lapse of the patent or patent application, resulting in partial or complete loss of patent rights in the relevant jurisdiction. If such an event were to occur, it could have a material adverse effect on our business.Merger.

~~Any conflicts~~OmniAb has both incurred and expects to incur significant, non-recurring costs in connection with consummating the Separation and Merger and operating as a public company following the consummation of the Separation and Merger. OmniAb may also incur additional costs to retain key employees. Although certain transaction expenses incurred in connection with the ~~patent rights of others could significantly reduce~~Merger Agreement, including all legal, accounting, consulting, investment banking and other fees, expenses and costs, will be paid by APAC following the coverage of our patents or limit our ability to obtain meaningful patent protection. For example, our European patent related to Agglomerated forms of Captisol was limited during an opposition proceeding, and the rejection of our European patent application related to High Purity Captisol was upheld on appeal. In addition, any determination that our patent rights are invalid may result in early termination of our agreements with our license partners and could adversely affect our ability to enter into new license agreements. We also rely on unpatented trade secrets and know-how to protect and maintain our competitive position. We require our employees, consultants, licensees and others to sign confidentiality agreements when they begin their relationship with us. These agreements may be breached, and we may not have adequate remedies for any breach. In addition, our competitors may independently discover our trade secrets.

We may also need to initiate litigation, which could be time-consuming and expensive, to enforce our proprietary rights or to determine the scope and validity of others' rights. If this occurs, a court may find our patents or those of our licensors invalid or may find that we have infringed on a competitor's rights. In addition, if any of our competitors have filed patent applications in the United States which claim technology we also have invented, the United States Patent and Trademark Office may require us to participate in expensive interference proceedings to determine who has the right to a patent for the technology.

~~The occurrence of any~~closing of the ~~foregoing problems could be time-consuming and expensive and could adversely affect our financial position, liquidity and results~~Merger, OmniAb expects some increased operational costs as well.We will also bear all of ~~operations.~~

~~The occurrence of a catastrophic disaster could disrupt our business, damage our facilities beyond insurance limits or increase our costs and expenses.~~

We are vulnerable to damage and business disruptions from natural or man-made disasters, such as earthquakes, tornadoes, severe weather conditions, power loss, fire, floods and similar events, as well as from accidental loss or destruction. If any disaster were to occur, our ability to operate our business could be seriously impaired. We have property, liability, and business interruption insurance which may not be adequate to cover our losses resulting from disasters or other similar significant business interruptions, and we do not plan to purchase additional insurance to cover such losses due to the cost of obtaining such coverage. Any significant losses that are not recoverable under our insurance policies could seriously impair our business, financial condition and prospects. Our ability to obtain Captisol supply from our third-party manufactures could be disruptedOmniAb’s expenses if the operations of these manufacturers were affected by a natural or man-made disaster or other business interruption. In addition, we rely on our partners to generate most of our revenues through royalties, Captisol sales and development activities and any disruptions to their business as a result of such disasters could negatively impact our revenues.

Merger is not consummated.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

3632

Item 6. Exhibits


		Incorporated by Reference
Exhibit Number	Description of Exhibit	Form	File Number	Date of Filing	Exhibit Number	Filed Herewith
2.1 *	Agreement and Plan of Merger, dated as of March, 23, 2022, by and among Avista Public Acquisition Corp. II, Ligand Pharmaceuticals Incorporated, OmniAb, Inc. and Orwell Merger Sub Inc.	8-K	001-33093	March 24, 2022	2.1
2.2 *	Separation and Distribution Agreement, dated as of March 23, 2022, by and among Avista Public Acquisition Corp. II, Ligand Pharmaceuticals Incorporated and OmniAb, Inc.	8-K	001-33093	March 24, 2022	2.2
2.3	Sponsor Insider Agreement, dated March 23, 2022, by and among OmniAb, Inc., Avista Public Acquisition Corp. II and the other parties signatory thereto	8-K	001-33093	March 24, 2022	2.3
2.4	Amended and Restated Forward Purchase Agreement, dated March 23, 2022, by and among Avista Public Acquisition Corp. II, Avista Acquisition LP II and OmniAb, Inc.	8-K	001-33093	March 24, 2022	2.4
3.1	Amended and Restated Certificate of Incorporation of the Company	S-4	333-58823	July 9, 1998	3.1
3.2	Certificate of Amendment of the Amended and Restated Certificate of Incorporation of the Company, dated June 14, 2000	10-K	0-20720	March 29, 2001	3.5
3.3	Certificate of Amendment of the Amended and Restated Certificate of Incorporation of the Company, dated June 30, 2004	10-Q	0-20720	August 5, 2004	3.6
3.4	Certificate of Amendment of the Amended and Restated Certificate of Incorporation of the Company, dated November 17, 2010	8-K	001-33093	November 19, 2010	3.1
3.5	Certificate of Amendment of the Amended and Restated Certification of Incorporation of the Company, dated June 19, 2018	S-8	333-233130	August 8, 2019	3.6
3.6	Fourth Amended and Restated Bylaws of the Company	8-K	001-33093	October 30, 2020	3.1
4.1	Specimen stock certificate for shares of the common stock of the Company	10-K	001-33093	March 1, 2018	4.1
4.2	Indenture, dated as of May 22, 2018, between the Company and Wilmington Trust, National Association, as trustee, including the form of 0.75% Convertible Senior Notes due 2023	8-K	001-33093	May 22, 2018	4.1
4.3	Description of Registered Securities	10-K	001-33093	February 24, 2021	4.3
10.1*	Employee Matters Agreement, dated as of March 23, 2022, by and among Ligand Pharmaceuticals Incorporated, Avista Public Acquisition Corp. II, OmniAb, Inc. and Orwell Merger Sub Inc.	8-K	001-33093	March 23, 2022	10.1
31.1	Certification by Principal Executive Officer, Pursuant to Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.					X
31.2	Certification by Principal Financial Officer, Pursuant to Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.					X
32.1	Certifications by Principal Executive Officer and Principal Financial Officer, Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.					X

~~Exhibit Number~~

~~Description~~

~~31.1~~

101

Certification by Principal Executive Officer, Pursuant to Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*

~~31.2~~

Certification by Principal Financial Officer, Pursuant to Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*

~~32.1~~

Certifications by Principal Executive Officer and Principal Financial Officer, Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*

~~101~~

The following financial information from our Quarterly Report on Form 10-Q for the quarter ended ~~June 30, 2021,~~March 31, 2022, formatted in iXBRL (inline eXtensible Business Reporting Language): (i) Consolidated Condensed Balance Sheets, (ii) Consolidated Condensed Statements of Operations, (iii) Consolidated Condensed Statement of Comprehensive Income, (iv) Consolidated Condensed Statements of Stockholders' Equity, (v) Consolidated Condensed Statements of Cash Flows, and (vi) the Notes to Consolidated Condensed Financial Statements.*

104

The cover page from the Company's Quarterly Report on Form 10-Q for the quarter ended ~~June 30, 2021,~~March 31, 2022, formatted in Inline XBRL and contained in Exhibit 101.

* ~~Filed herewith.~~Schedules and exhibits omitted pursuant to Item 601(b)(2) of Regulation S-K. Ligand Pharmaceuticals Incorporated agrees to furnish supplementally a copy of any omitted schedule to the Securities and Exchange Commission upon request.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date:

~~August 3, 2021~~May 9, 2022

By:

/s/ Matthew Korenberg

Matthew Korenberg

Executive Vice President, Finance and Chief Financial Officer

Duly Authorized Officer and Principal Financial Officer

3734


Supplemental disclosure of cash flow information:
Interest paid	$	1,737	$	2,531
Taxes paid	$	3,552	$	0
Restricted cash in other current assets	$	144	$	730

Supplemental schedule of non-cash activity:



Accrued fixed asset purchases	$	359	$	292

Accrued inventory purchases	$	12,695	$	3,553

Unrealized loss on AFS investments	$	(60)	$	(38)


	Three months ended June 30, 2020		Six months ended June 30, 2020
Revenue	$	42,201	$	76,044
Net income (loss)	$	7,435	$	(30,505)
Net income (loss) per common share:
Basic	$	0.46	$	(1.87)
Diluted	$	0.45	$	(1.87)


(Dollars in thousands)	Q2 2021		Q2 2020		Change		% Change		YTD 2021		YTD 2020		Change		% Change
Royalties	$	8,616	$	7,181	$	1,435	20	%	$	15,728	$	13,746	$	1,982	14	%
Captisol	62,509		24,468		38,041		155	%	93,781		45,577		48,204		106	%
Contract revenue	13,550		9,771		3,779		39	%	30,316		15,258		15,058		99	%
Total revenue	$	84,675	$	41,420	$	43,255	104	%	$	139,825	$	74,581	$	65,244	87	%


(in millions)	YTD 2021 Estimated Partner Product Sales		Effective Royalty Rate		YTD 2021 Royalty Revenue		YTD 2020 Partner Product Sales		Effective Royalty Rate		YTD 2020 Royalty Revenue
Kyprolis	$	527.1	1.8	%	$	9.7	$	555.1	1.8	%	$	9.9
Evomela	22.2		20.0	%	4.5		13.9		20.0	%	2.8
Other	68.4		2.2	%	1.5		86.6		1.3	%	1.1
Total	$	617.7			$	15.7	$	655.6			$	13.7