EXHIBIT 99.1
ROBERT W. BAIRD & CO. INCORPORATED
PRE-PROGRAMMED EXECUTIVE STOCK SALE PLAN
EXECUTIVE'S NAME: Martin D. Meglasson
CORPORATION'S NAME ("Corporation"): Ligand Pharmaceuticals, Inc.
CORPORATION'S TRADING SYMBOL: LGND
The following are my advance instructions authorizing and directing Robert W.
Baird & Co. Incorporated (Baird") to sell shares of common stock in the
Corporation (`Shares") for my Baird account set forth above pursuant to the
Pre-Programmed Executive Stock Sale Plan (`Plan") set forth below. As designated
below, I authorize and direct Baird to either sell Shares which I currently own
("Direct Shares") or Shares which I will own upon exercise of stock options
therefore ("Option Shares"):
1. PLAN TERM. Subject to the other terms and conditions of this Plan, I hereby
direct Baird to sell Shares for my Baird account during the following time
period (complete start date and end date): From and starting on April 1, 2005 to
and including November 1, 2005 (the "Term").
2. TRADE DATE(S). Subject to the other terms and conditions of this Plan, I
hereby authorize and direct Baird to sell Shares for my Baird account on or at
the following dates or times during the Term set forth above (check and complete
all applicable boxes) (each, a "Trade Date"):
______ Specific date(s):
______ Subject to the formula set forth below.
______ Any date during the Term that the Shares are trading above the per
share price floor set forth below.
3. PRICE LIMIT. Subject to the other terms and conditions of this Plan, I hereby
authorize and direct Baird to sell Shares for my Baird account, subject to the
following price limit(s) (check and complete all applicable boxes):
X Per share price floor (minimum per share price, excluding brokers'
commissions and transaction fees): $ 35
______ Pursuant to the formula set forth below.
4. AMOUNT LIMIT. Subject to the other terms and conditions of this Plan, I
hereby authorize and direct Baird to sell Shares for my Baird account subject to
the following amount limitation(s) (check and complete all applicable boxes):
X Maximum number of Shares: 6,859
______ Maximum dollar value of Shares (excluding brokers' commissions and
transaction fees): $_______________________
______ Pursuant to formula set forth below.
5. SALE FORMULA: Subject to the other terms and conditions of this Plan, I
hereby authorize and direct Baird to sell Shares for my Baird account pursuant
to the following formula or directions (attach further specific directions, if
necessary):
I understand and agree that, upon Baird's receipt of this executed Plan (and any
other documents Baird may require), I hereby authorize and direct Baird to use
its discretionary authority to sell Shares on my behalf for my Baird account
according to the Plan set forth above and that, unless I revoke or modify this
Plan in writing delivered to Baird at least three (3) days prior to the next
scheduled Trade Date otherwise designated above, sales of Shares pursuant to the
Plan may be executed by Baird in its discretion without prior consultation with
or notice to me. I understand that I have the right to cancel any otherwise
scheduled sale of Shares in writing delivered to Baird at least three (3) days
prior to the Trade Date otherwise scheduled above, but that any such
cancellation will result in the termination of this Plan and most likely will
result in the loss of my ability for an indefinite period to trade in the Shares
without otherwise complying with Rule l0b-5 of the Securities Exchange Act of
1934. If any of my instructions set forth above result in conflicting, ambiguous
or confusing directions, I hereby authorize and direct Baird to use its
discretion to effect whichever of my instructions set forth above it so
determines. I understand and agree that any Share sales pursuant to the Plan are
not exempt from, and that I must personally comply with, all otherwise
applicable securities laws and regulations. I will ensure that, without advance
notice or request from Baird, my Baird account at all times contains Shares
sufficient to cover the sale directions set forth above, as well as sufficient
immediately available cash to pay Baird when due all brokerage commissions and
transaction costs, If my account does not contain sufficient Shares and cash to
timely satisfy such obligations, Baird is hereby authorized to not effect or
cancel any scheduled purchases of Shares and/or terminate this Plan.
COMPLETE ONLY IF SELLING DIRECT SHARES
I REPRESENT TO, AND AGREE WITH, BAIRD AS FOLLOWS:
Yes__ No__ I currently hold the following number of Direct Shares in my Baird
account:________________________________
Yes__ No__ I will deposit the following number of Direct Shares into
my Baird account:________________________________
Yes__ No__ I previously purchased my Direct Shares through a broker,
dealer or market maker.
Yes__ No__ I previously purchased my Direct Shares directly from the
Corporation pursuant to a stock option exercise.
Yes__ No__ I previously purchased my Direct Shares directly from the
Corporation in a private transaction.
Yes__ No__ I have owned my Direct Shares for at least two years.
Yes__ No__ My sale of Direct Shares is not subject to any contractual
or other Corporation prohibition, restriction or limitation on
sale.
Yes__ No__ I am not presently aware of any undisclosed material
information about the Corporation.
Yes__ No__ I understand and agree that my Direct Shares must be sold
in compliance with Rule 144 of the Securities Act of 1933 and
that I have provided completed and signed Form 1445 to Baird
to allow sales under the Plan. (Rule 144 is generally
applicable to the Corporation's directors, executive officers
and 10% shareholders; if uncertain, I will verify with the
Corporation's counsel prior to executing this Plan.)
Yes__ No__ I have not purchased Shares (other than through stock
option exercises) within the last six months nor will I
purchase Shares during the Term of the Plan or for six months
after the last date on which Shares are sold for my account
pursuant to the Plan. I understand that, if any such purchases
have occurred or do occur, I could incur personal "short-swing
profits" liability.
Yes__ No__ I understand and agree that, if I am an executive officer,
director or a 10% shareholder of the Corporation, I will be
personally responsible for filing a completed Form 4 with the
SEC within 2 business days of any sales of Shares that are
made under this Plan.
Yes__ No__ I represent to Baird that, other than as contemplated
herein, the Direct Shares to be sold by Baird under this Plan
are free and clear of all liens, claims and encumbrances.
Yes__ No__ I certify that the below Social Security number is correct and
that I am not subject to back up withholding.
Yes__ No__ I understand and agree that I will be charged a brokers'
commission and a transaction fee for each sale of Direct
Shares pursuant to the Plan.
Yes__ No__ I will provide a copy of this Plan to the appropriate
officer of the Corporation immediately after the date hereof.
Yes_ No_ I will indemnify and hold harmless Baird for any
losses incurred by, claims made or actions brought against,
Baird arising out of the breach of any representation or
warranty set forth in this Plan.
COMPLETE IF SELLING OPTION SHARES:
The Shares to be sold for my account pursuant to the Plan will be issued
pursuant to my simultaneous exercise of stock options for Shares on each Trade
Date listed above pursuant to the instructions below. I understand and agree
that, upon Baird's receipt of this executed Plan (and any other documents the
Corporation or Baird may require, including notice of exercise of my stock
options effective on each Trade Date for the Option Shares being sold on that
date), on each Trade Date Baird will issue a check payable to the Corporation in
payment of the option exercise price for the number of Option Shares being sold
pursuant to the Plan on such Trade Date. The Corporation will, within 15
business days thereafter, issue and deliver a certificate for, or transmit
electronically, the Option Shares to ROBERT W. BAIRD & CO. INCORPORATED, 777
EAST WISCONSIN AVENUE, MILWAUKEE, WISCONSIN 53202, ATTN: CORPORATE & EXECUTIVE
SERVICES for my Baird account listed above. The certificate for the Option
Shares so issued will be registered in the name of Robert W. Baird & Co. Inc. or
my name and will be freely transferable, readily saleable, and in negotiable
form (without any restrictive transfer legends or stop transfer orders). I
FURTHER REPRESENT TO, AND AGREE WITH, BAIRD AS FOLLOWS:
Yes X No_ I have attached to this Plan my signed notice of exercise
of stock options, effective as of each respective Trade Date,
for the Option Shares with respect thereto to be sold on each such
Trade Date. I have executed and delivered all notices to the
Corporation exercising my stock options effective as of the Trade
Date for such related Option Shares and I have directed the
Corporation to deliver a certificate representing the Option
Shares to Baird on each Trade Date therefore and will indemnify
and hold harmless Baird from any failure of the Corporation to
deliver a certificate representing the Option Shares to Baird in
accordance with this Plan.
Yes_ No_ I currently hold stock options to acquire the following
number of Option Shares:____________________________
Yes_ No X The above described stock options expire during the Term
of the Plan. If YES, enter expiration date:_________
Yes X No_ The issuance by the Corporation of the Option Shares has
been registered under the Securities Act of 1933 (if
uncertain, I will verify with the Corporation's counsel prior
to executing this Plan).
Yes X No_ I understand and agree that the Corporation may instruct
Baird to withhold funds for tax withholding purposes from the
proceeds of the sale of the Option Shares, and to transmit
those funds to the Corporation. The amount of tax withheld if
any and transmitted to the Corporation will be determined
solely by the Corporation, and Baird has no responsibility or
liability for such determination.
Yes X No_ Baird will forward to the Corporation funds for the
exercise price and tax withholding as soon as reasonably
practical after each sale of Option Shares on each Trade Date.
I acknowledge and agree that the Corporation's policies, and
not Baird's, will dictate the recognized sale price of the
Option Shares for calculating tax withholding, and may or may
not coincide with the actual realized sales price. I
understand and agree that Baird is not responsible or liable
for any fluctuation in market value of the Option Shares
between the exercise date and the Corporation's receipt of
funds to pay for the Option Shares.
Yes X No_ I understand and agree that, in addition to the
brokerage commissions and transaction costs for the sale of
the Option Shares resulting from this exercise, Baird will
charge me and I will pay Baird a margin interest fee for
advancing funds for the option exercise and tax withholding
payments described above equal to interest at the broker call
rate (usually two (2) percent below Baird's announced margin
rate) from the Trade Date until the certificates representing
Option Shares are received at Baird.
Yes X No_ My stock options with respect to the Option Shares are
fully vested as of the date hereof or will be fully vested
prior to the scheduled Trade Date with respect thereto.
Yes X No_ Baird may rely upon my representations and agreements
expressed in this Plan in issuing funds out of my account for
the exercise of stock options.
Yes_ No X My sale of Option Shares is not subject to any
contractual or other Corporation prohibition, restriction or
limitation on sale.
Yes X No_ I presently am not aware of any material undisclosed
information about the Corporation.
Yes X No_ I understand and agree that my Option Shares must be
sold in compliance with Rule 144 of the Securities Act of 1933
and that I have provided completed and signed Form 144s to
Baird to allow sales under the Plan. (Rule. 144 is generally
applicable to the Corporation's directors, executive officers
and 10% shareholders; if uncertain, I will verify with the
Corporation's counsel prior to executing this Plan.)
Yes_ No X I have not purchased Shares (other than through exercise
of stock options) within the last six months nor will I
purchase Shares (other than through the exercise of stock
options) during the Term of the Plan or for six months after
the last date on which Shares are sold for my account pursuant
to the Plan. I understand that, if any such purchases have
occurred or do occur, I could incur personal "short-swing
profits" liability.
Yes X No_ I understand and agree that, if I am an executive
officer, director or a 10% shareholder of the Corporation, I
will be personally responsible for filing a completed Form 4
with the SEC within 2 business days of any sales of Shares
that are made under this Plan.
Yes X No_ I represent to Baird that, other than as contemplated
herein, the Option Shares to be delivered by the Corporation
to Baird with respect to my exercise of my stock options
therefore will be free and clear of all liens, claims and
encumbrances.
Yes X No_ I certify that the below Social Security number is
correct and that I am not subject to backup withholding.
Yes X No_ I will provide a copy of this Plan to the appropriate
officer of the Corporation immediately after the date hereof.
Yes X No_ I will indemnify and hold harmless Baird for any losses
incurred by, claims made or actions brought against, Baird
arising out of the breach of any representation or warranty
set forth in this Plan.
/S/ MARTIN MEGLASSON 21 November 2004
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Executive's Signature Date
Named Corporation, Address and Phone Number:
Ligand Pharmaceuticals
10275 Science Center Drive
San Diego, CA 92121
858-550-7500
CORPORATE ACKNOWLEDGEMENT:
The above-named Corporation acknowledges and agrees the above directives
regarding the pre-programmed executive stock sale plan by the above-named
individual.
By: /S/ WARNER BROADDUS
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(Signature of the following will be accepted: CEO,CFO/Treasurer,
Corporate Counsel/Secretary, or other authorized officer)
Title: GENERAL COUNSEL, V.P. & SECRETARY
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Date: NOVEMBER 29, 2004
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ADVISOR