Item 1.01. Entry into a Material Definitive Agreement.

On January 28, 2021, Ligand Pharmaceuticals Incorporated (the "Company") entered into amendments (the "Amendments") with Barclays Bank PLC, Deutsche Bank AG, London Branch, and Goldman Sachs & Co. LLC (together, the "Option Counterparties") to the convertible note hedge transactions, dated May 17, 2018 and May 18, 2018 (collectively, the "Convertible Note Hedge Transactions") it initially entered into in connection with the issuance of its 0.75% convertible senior notes due 2023 (the "2023 Notes"). The Company entered into the Amendments following 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. The Amendments provide that the options under the Convertible Note Hedge Transactions corresponding to such repurchased 2023 Notes will remain outstanding notwithstanding such repurchases.

The foregoing summary of the terms of the Amendments does not purport to be complete and is qualified in its entirety by reference to the Amendments, a copy of which will be filed with the Securities and Exchange Commission by the Company on its Annual Report on Form 10-K for the fiscal year ended December 31, 2020.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 25, 2021, the Board of Directors (the "Board") and the Compensation Committee (the "Committee") of the Board of the Company approved cash bonus payments for the 2020 fiscal year to be paid to the Company's named executive officers. Bonus payments were based on the Committee's evaluation of performance goals for 2020. Such goals related to the achievement of certain corporate organizational and infrastructure objectives and the advancement of the Company's business and clinical development programs.

The 2020 bonuses to be paid to each named executive officer are as follows:

Name and title                                                    2020 Bonus
John L. Higgins, Chief Executive Officer                          $501,250
Matthew W. Foehr, President and Chief Operating Officer           $277,063

Matthew Korenberg, Executive Vice President and Chief Financial $265,558 Officer Charles S. Berkman, Senior Vice President, General Counsel and $176,767 Secretary

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