Employment Agreement - Ligand Pharmaceuticals Inc. and David E. Robinson
SUCCESSOR
EMPLOYMENT AGREEMENT
THIS AGREEMENT, effective as of May 1, 1996, is made by and between
Ligand Pharmaceuticals Incorporated, a Delaware corporation (hereinafter the
"Company"), and David E. Robinson (hereinafter "EXECUTIVE") on this 1st of May,
1996.
R E C I T A L S
WHEREAS, the Company and EXECUTIVE wish to set forth in this Agreement
the terms and conditions under which EXECUTIVE is to be continued to be employed
by the Company; and
WHEREAS, the Company wants to be assured that EXECUTIVE will be
available to the Company for an additional three (3) years after May 1, 1996.
NOW, THEREFORE, the Company and EXECUTIVE, in consideration of the
mutual promises set forth herein, agree as follows:
ARTICLE 1
TERM OF AGREEMENT
1.1 Commencement Date. EXECUTIVE's employment with the Company shall
commence on May 1, 1996 ("Commencement Date") and this Agreement shall expire
after a period of three (3) years from the Commencement Date, unless terminated
earlier pursuant to Article 6.
1.2 Renewal. The term of this Agreement shall be automatically renewed
for successive, additional three (3) year terms unless either party delivers
written notice to the other at least six (6) months prior to the expiration date
of this Agreement of an intention to terminate this agreement or to renew it for
a term of less than three (3) years but not less than one (1) year. If the term
of this Agreement is renewed for a term of less than three (3) years, then
thereafter the term of this Agreement shall be automatically renewed for
successive, additional identical terms unless either party delivers a written
notice to the other at least six (6) months prior to a termination date of this
agreement of an intention to terminate this Agreement or to renew it for a
different term of not less than one (1) year.
If this Agreement is not renewed at the end of any term hereof by the
Company for any reason except death, disability or retirement of EXECUTIVE,
notwithstanding anything herein elsewhere contained, EXECUTIVE shall be paid his
salary, as provided for in Section 3.1 hereof, and receive the other benefits
applicable under
<PAGE> 2
Section 4 hereof, for an additional eighteen months after the termination date
hereof.
ARTICLE 2
EMPLOYMENT DUTIES
2.1 Title/Responsibilities. EXECUTIVE shall hold the position of
Chairman of the Board, President and Chief Executive Officer of the Company, and
shall have the powers, duties and sufficient authority consistent with such
position and shall report directly and be responsible solely to the Company's
Board of Directors. EXECUTIVE shall also perform all duties which from time to
time are assigned to him by the Company's Board of Directors, and shall provide
the Board with periodic reports upon request. As Chief Executive Officer of the
Company, EXECUTIVE shall use his best efforts in directing the business of the
Company with the objective of providing maximum profit and return on invested
capital, building stockholder value, establishing current and long-range
objectives, plans and policies subject to the approval of the Board, and
representing the Company with its major customers, the financial community and
the public.
2.2 Full Time Attention. EXECUTIVE shall devote substantially all of
his business time and attention, energy and skills to the Company during the
time he is employed under this Agreement, but nothing in the Agreement shall
preclude EXECUTIVE from engaging in charitable and community affairs or from
managing his personal investments, provided that such activities do not
interfere with the performance of his duties or responsibilities under this
Agreement.
2.3 Directorships. Upon the commencement date, EXECUTIVE will be
nominated for re-election to the Company's Board of Directors if the By-Laws so
require it. At the pleasure of the Company's shareholders, EXECUTIVE agrees to
serve as Chairman of the Board and a Director on the Company's Board of
Directors at no additional compensation. In addition, EXECUTIVE may serve as a
member of the board of directors of any other unaffiliated company that is not
in competition with the Company subject in each case to the approval of the
Compensation Committee of the Board of Directors of the Company, provided that
such service does not interfere with the performance of his duties or
responsibilities hereunder. EXECUTIVE may retain all benefits he receives as a
director of any unaffiliated company, and the Company shall not reduce his
compensation by the amount of such benefits.
<PAGE> 3
ARTICLE 3
COMPENSATION
3.1 Base Salary. EXECUTIVE shall receive a Base Salary at an annual
rate of Four Hundred Ninety Thousand Dollars ($490,000), payable every two weeks
in equal installments (less all required and authorized withholdings and
deductions). The Company's Board of Directors shall provide EXECUTIVE with
annual performance reviews, and, thereafter, EXECUTIVE shall be entitled to such
higher rate of Base Salary as the Board of Directors may from time to time
establish in its sole discretion.
3.2 Renewal Bonus. In lieu of any other stock option grant for the year
1996, the Company on April 25, 1996, provided EXECUTIVE a one-time contract
renewal stock option grant in the form of an option to purchase one hundred
thousand (100,000) shares of the common stock of the Company, the maximum number
of which shall be pursuant to Incentive Stock Options under the Ligand
Pharmaceuticals Incorporated 1992 Stock Option/Stock Issuance Plan. The entire
number of shares granted under such option, both Incentive and Non-Statutory,
shall vest over four (4) years, with such vesting to be in accordance with the
terms of the Ligand Pharmaceuticals Incorporated 1992 Stock Option/Stock
Issuance Plan. The Company will also pay EXECUTIVE's reasonable legal fees
incurred in the negotiation and consummation of this Agreement in an amount not
to exceed $3,000.00.
3.3 Incentive Bonus. In addition to any other bonus EXECUTIVE shall be
awarded by the Company's Board of Directors, the Company shall pay EXECUTIVE a
bonus payment of up to one hundred thousand dollars ($100,000) annually based
upon achievement by the Company against 8 to 10 reasonable Impact Goals approved
by the Board of Directors annually.
ARTICLE 4
EXPENSE ALLOWANCES AND FRINGE BENEFITS
4.1 Vacation. EXECUTIVE shall be entitled to three (3) weeks of annual
paid vacation during the term of this Agreement.
4.2 Health Benefits. During the term of this Agreement, the Company
shall also provide EXECUTIVE with the usual health insurance benefits it
generally provides to its other senior management employees.
4.3 Company Loan. The Company has loaned EXECUTIVE Two Hundred Thousand
Dollars ($200,000) pursuant to a promissory note (the
<PAGE> 4
("Note") approved by the Company's Board of Directors. The Note bears interest
at the applicable minimum federal rate required to avoid imputation of interest
under IRC Section 1274(d), and has a four-year term, payable in four equal
annual installments on August 23, subject to acceleration upon EXECUTIVE's
cessation of employment with the Company under Sections 6.3 and 6.6. If
EXECUTIVE's employment with the Company is terminated under Sections 6.4 or 6.5,
the balance of the Note will be forgiven by the Company. The Note is secured by
a deed of trust on the residential real property owned by EXECUTIVE in the
greater San Diego area or such other security approved by the Company's Board of
Directors. Twenty-five percent (25%) of the original principal amount of the
Note plus all accrued but unpaid interest thereon shall be forgiven by the
Company on each anniversary of the Note so long as EXECUTIVE is continuously
employed by the Company during the prior year. As of the date hereof only fifty
percent (50%) of the original principal amount of such note remains unpaid.
Such Note is non-negotiable.
4.4 Business Expense Reimbursement. During the term of his employment
hereunder, EXECUTIVE shall be entitled to receive proper reimbursement for all
reasonable out-of-pocket expenses incurred by him (in accordance with the
policies and procedures established by the Company for its senior executive
officers) in performing services hereunder, provided EXECUTIVE properly accounts
therefor.
ARTICLE 5
CONFIDENTIALITY
5.1 Proprietary Information. EXECUTIVE shall execute and deliver to
the Company the Company's standard Proprietary Information and Inventions
Agreement in form acceptable to the Company's Vice President and General
Counsel.
5.2 Return Of Property. All documents, records, apparatus, equipment
and other physical property which is furnished to or obtained by EXECUTIVE in
the course of his employment with the Company shall be and remain the sole
property of the Company. EXECUTIVE agrees that, upon the termination of his
employment, he shall return all such property (whether or not it pertains to
Proprietary Information as defined in the Proprietary Information and Inventions
Agreement), and agrees not to make or retain copies, reproductions or summaries
of any such property.
<PAGE> 5
ARTICLE 6
TERMINATION
6.1 Death. In the event of the death of the EXECUTIVE during the term
of this Agreement, his salary and any other unpaid amounts shall be paid to the
EXECUTIVE's designated beneficiary, or in the absence of such designation to the
estate or other legal representative of the EXECUTIVE for the month in which
death occurs as well as for an additional twelve (12) months thereafter. In the
event that the Company wishes to purchase life insurance to fund this benefit,
the Executive shall comply with all reasonable requests of the Company related
to such insurance, including, without limitation, submitting to a physical
examination, a copy of which report will be furnished to EXECUTIVE as soon as it
is available. Other death benefits, if any, will be determined in accordance
with the terms of the Company's benefit programs and plans.
6.2 Disability. In the event of the Executive's disability, the
EXECUTIVE shall be entitled to his salary for a period of one (1) year after
such disability commences and other benefits as determined in accordance with
the terms of the Company's benefit programs and plans.
Notwithstanding anything in this Agreement to the contrary, the Company
is hereby given the option to terminate the EXECUTIVE's employment in the event
that the EXECUTIVE shall, during the term hereof, become permanently disabled as
the term permanently disabled is hereinafter defined. Such option shall be
exercised by the Company giving notice to EXECUTIVE by certified mail of the
company's intention to terminate his employment due to disability on the last
day of the month during which such notice is mailed
For purposes of this Agreement, EXECUTIVE shall be deemed to have
become disabled if, during the term hereof, because of physical or mental
disability he shall have been unable to perform his duties hereunder. This
disability shall be deemed to be permanent if he shall have been unable to
perform his duties hereunder (a) for 120 consecutive days, or (b) for 180 days
(irrespective or whether such days are consecutive) occurring during any period
of 365 consecutive days.
During a period in which salary continuation is being made pursuant to
this Section, the EXECUTIVE will undergo reasonable periodic medical
examinations to confirm the continuation of his disability. Such medical
examinations will be conducted by a medical doctor chosen by the parties. If the
parties cannot agree on such a doctor, they each shall select a medical doctor
and the
<PAGE> 6
two doctors shall select a third medical doctor for this purpose. In the event
that the Company has terminated EXECUTIVE because of permanent disability
notwithstanding a determination by a medical doctor, chosen as described in the
preceding sentence, that EXECUTIVE is no longer subject to a disability as
defined in this Section, EXECUTIVE will continue to be entitled to salary
continuation as herein set forth, provided that, following such determination,
he makes a continuing reasonable effort to find employment at such time
commensurate with his abilities, experience, and background.
Anything herein to the contrary notwithstanding, if, following a
termination of employment hereunder due to permanent disability as provided,
EXECUTIVE becomes re-employed (except in connection with management of his own
investments) whether as an employee or a consultant, any salary, annual
incentive payments, or other benefits earned by him from such employment shall
offset any comparable amounts due him hereunder.
6.3 Termination by the Company for Cause. Nothing herein shall prevent
the Company from terminating EXECUTIVE's employment for Cause. EXECUTIVE shall
continue to receive salary for the period ending with the date of such
termination as provided in this Section 6.3. Any rights and benefits he may have
in respect of any other compensation or employee benefit plans or programs of
the Company shall be determined in accordance with the terms of such other
compensation arrangements or such other plans or programs.
The term "Cause", as used herein, shall mean that (a) the EXECUTIVE has
committed a willful, serious act, such as embezzlement, against the Company
intending to enrich himself at the expense of the Company or (b) the EXECUTIVE,
in carrying out his duties hereunder, has been guilty of willful or gross
negligence, resulting in either case in material harm to the Company (this
provision shall not apply to any particular instance which is merely the result
of any good faith error in judgment), or (c) the willful and continued failure
by EXECUTIVE to substantially perform his duties with the Company (other than
any such failure resulting from EXECUTIVE's incapacity due to physical or mental
illness), after a demand for substantial performance is delivered to EXECUTIVE
by the Board which specifically identifies the manner in which the Board
believes that EXECUTIVE has not substantially performed his duties, or (d) the
willful engaging by EXECUTIVE in gross misconduct materially and demonstrably
injurious to the Company. For purposes of this section, no act, or failure to
act, on EXECUTIVE's part shall be considered "willful" unless done, or omitted
to be done, by EXECUTIVE, not in good faith and without reasonable doubt that
EXECUTIVE's action or omission was in the best interest of the Company.
<PAGE> 7
Notwithstanding the foregoing, EXECUTIVE shall not be deemed to have
been terminated for Cause unless and until there shall have been delivered to
him a copy of a resolution duly adopted by the affirmative vote of not less than
two-thirds (2/3) of the entire membership of the Board at a meeting of the Board
called and held for the purpose (after reasonable notice to EXECUTIVE and an
opportunity for EXECUTIVE, together with his counsel, to be heard before the
Board), finding that in the good faith opinion of the Board, EXECUTIVE was
guilty of conduct set forth above and specifying the particulars thereof in
detail.
6.4 Termination by Company Other Than for Cause. The foregoing
notwithstanding, the Company may terminate the EXECUTIVE's employment for
whatever reason it deems appropriate, or for no reason. In the event that
EXECUTIVE's employment is terminated pursuant to this Section 6.4, the Company's
obligations under this Agreement shall immediately cease, and EXECUTIVE shall be
entitled to no severance benefits or any other benefits under this Agreement
other than as expressly provided in this Section 6.4.
6.4.1 If the Company terminates EXECUTIVE's employment pursuant to this
Section 6.4, the Company will pay EXECUTIVE a severance benefit equal to (i) his
Base Salary, and (ii) his health benefits described in Section 4.2 of this
Agreement, each on a monthly basis for twenty-four (24) months after the date of
such termination. Executive shall also receive credited service for such
twenty-four (24) month period under any retirement plan or policy provided by
the Company. This severance benefit shall be in addition to EXECUTIVE's rights
under Section 6.4.2.
6.4.2 If EXECUTIVE is terminated other than for Cause by the Company as
provided for in this Section 6.4 hereof or the EXECUTIVE terminates for Good
Reason as provided for in Section 6.5 hereof during the remainder of the three
(3) years of this employment agreement, then, notwithstanding anything to the
contrary hereinbefore stated, the terms of the Restricted Stock Purchase
Agreement will apply to the disposition of such stock of EXECUTIVE.
6.5 Termination by the EXECUTIVE for Good Reason. EXECUTIVE may
terminate his employment under this Agreement for Good
Reason, in which event
the Company shall still have the same obligations to
EXECUTIVE under this
Agreement as provided for in Section 6.4.
6.5.1 "Good Reason" shall mean:
(a) Without EXECUTIVE's express written consent, the assignment to
EXECUTIVE of any duties inconsistent with his positions, duties,
responsibilities and status with the Company set forth in this Agreement, or a
change in his reporting responsibilities, title or offices set forth in this
Agreement, or
<PAGE> 8
any removal of EXECUTIVE from or any failure to re-elect him to any of such
positions except in connection with the termination of his employment for Cause,
disability or retirement or as a result of his death or by EXECUTIVE other than
for Good Reason;
(b) A reduction in EXECUTIVE's Base Salary or benefits or a
material breach of the Company's obligations undertaken in this Agreement (after
the Company has received written notice of such breach and a reasonable
opportunity to cure);
(c) In the event of the occurrence of a Change in Control, upon
the occurrence thereafter of one or more of the following events:
(i) Any termination by the Company of the employment of
EXECUTIVE within three (3) years after a Change in Control and prior to
the date upon which EXECUTIVE shall have attained age 65, which
termination shall be for any reason other than for Cause or as a result
of the death of EXECUTIVE or by reason of EXECUTIVE's disability: or
(ii) Termination by EXECUTIVE of his employment with the
Company within three (3) years after a Change in Control and upon the
occurrence of any of the following events:
(A) Failure to elect or re-elect EXECUTIVE, or removal
of EXECUTIVE , as a director of the Company (or any successor
thereto), if EXECUTIVE shall have been a director of the Company
immediately prior to the Change in Control, or the office of the
Company which EXECUTIVE held immediately prior to a Change in
Control:
(B) A significant adverse change in the nature or scope
of the authorities, powers, functions, responsibilities or duties
attached to the position with the Company which EXECUTIVE had
immediately prior to the Change in Control, a reduction in the
aggregate of EXECUTIVE's Base Pay and Incentive Pay received from
the Company, or the termination of EXECUTIVE's rights to any
EXECUTIVE Benefits to which he was entitled immediately prior to
the Change in Control or a reduction in scope or value thereof
without the prior written consent of EXECUTIVE, any of which is
not remedied within ten (10) calendar days after receipt by the
Company of written notice from EXECUTIVE of such change, reduction
or termination, as the case may be;
<PAGE> 9
(C) A determination by EXECUTIVE made in good faith that
as a result of a Change in Control and a change in circumstances
thereafter significantly affecting his position, he has been
rendered substantially unable to carry out, or has been
substantially hindered in the performance of, any of the
authorities, powers, functions, responsibilities or duties
attached to his position immediately prior to the Change of
Control, which situation is not remedied within ten (10) calendar
days after receipt by the Company of written notice from EXECUTIVE
of such determination;
(D) The liquidation, dissolution, merger, consolidation
or reorganization of the Company or transfer of all or a
significant portion of its business and/or assets unless the
successor or successors (by liquidation, merger, consolidation,
reorganization or otherwise) to which all or a significant portion
of its business and/or assets have been transferred (directly or
by operation of law) shall have assumed all duties and obligations
of the Company under this Agreement pursuant to Section 7.2.2
hereof; or
(E) The Company shall relocate its principal Executive
office or require EXECUTIVE to have as his principal location of
work any location which is in excess of 50 miles from the location
thereof immediately prior to the Termination Date or to travel
away from his office in the course of discharging his
responsibilities or duties hereunder more than thirty (30)
consecutive calendar days or an aggregate of more than sixty (60)
calendar days in any consecutive 365 calendar day period without
in either case his prior consent.
(d) Subsequent to a Change in Control of the Company, any purported
termination of EXECUTIVE's employment which is not effected pursuant to a Notice
of Termination satisfying the requirements of Section 6.7 hereof; or
(e) EXECUTIVE is not elected a director, the Chairman of the Board,
President and Chief Executive Officer of the Company on or before June 1, 1996.
(f) A Chairman of the Board is appointed without the consent and
approval of the Board of Directors and EXECUTIVE during the term of this
contract, including any extensions and renewals hereof; however, in the event
that it is considered in the best interests of the Company, and the Board
of Directors and Executive concur to appoint a Chairman of the Board other than
<PAGE> 10
Executive, such will not give the EXECUTIVE the right to terminate his
employment under this agreement for good reason.
6.5.2 Change in Control. For purposes of this Agreement, a "Change in
Control" shall have occurred if at any time during the term of EXECUTIVE's
employment hereunder, any of the following events shall occur:
(i) The Company is merged, or consolidated, or reorganized into or
with another corporation or other legal person, and as a result of such merger,
consolidation or reorganization less than 30% of the combined voting power of
the then-outstanding securities of such corporation or person immediately after
such transaction are held in the aggregate by the holders of voting securities
of the Company immediately prior to such transaction;
(ii) Company sells all or substantially all of its assets or any
other corporation or other legal person and thereafter, less than 30% of the
combined voting power of the then-outstanding voting securities of the acquiring
or consolidated entity are held in the aggregate by the holders of voting
securities of the Company immediately prior to such sale;
(iii) There is a report filed after the date of this Agreement on
Schedule 13 D or Schedule 14 D-1 (or any successor schedule, form or report),
each as promulgated pursuant to the Securities Exchange Act of 1934 (the
"Exchange Act") disclosing that any person (as the term "person" is used in
Section 13(d)(3) or Section 14 (d) (2) of the Exchange Act) has become the
beneficial owner (as the term "beneficial owner" is defined under Rule 13d-3 or
any successor rule or regulation promulgated under the Exchange Act)
representing 30% or more of the combined voting power of the then-outstanding
voting securities of the Company;
(iv) The Company shall file a report or proxy statement with the
Securities and Exchange Commission pursuant to the Exchange Act disclosing in
response to item 1 of Form 8-X thereunder or Item 5(f) of Schedule 14 A
thereunder (or any successor schedule, form or report or item therein) that the
change in control of the Company has or may have occurred or will or may occur
in the future pursuant to any then-existing contract or transaction; or
(v) During any period of two consecutive years, individuals who at
the beginning of any such period constitute the directors of the Company cease
for any reason to constitute at least a majority thereof unless the election to
the nomination for election by the Company's shareholders of each director of
the company first elected during such period was approved by a vote of at least
two-thirds of the directors of the Company then still in
<PAGE> 11
office who were directors of the Company at the beginning of such period.
6.5.3 Payments and Benefits Upon Executive's Termination. Upon the
termination of this Agreement by EXECUTIVE pursuant to Section 6.5, EXECUTIVE
shall be entitled to those benefits which are applicable under the terms of
Section 6.4.1 and 6.4.2, and all Stock Options issued to him by the Company
which are then unvested shall immediately vest so as to be immediately
exercisable by him at his election. Notwithstanding anything to the contrary in
the foregoing, in the event that the company has agreed to a merger that is
intended to be treated as a pooling of interests for accounting purposes and
EXECUTIVE terminates this Agreement pursuant to Section 6.5 prior to May 1,
1997, then the Stock Options issued to him by the company shall not become
exercisable on an accelerated basis but only to the extent that the Company's
independent auditors determine that accelerated vesting of such Stock Options
would preclude the treatment of such merger as a pooling of interest.
6.6 Termination by Executive by Voluntary Resignation. EXECUTIVE may
terminate this Agreement prior to the expiration date specified in Section 1
upon sixty (60) days notice to the Company, in which event the Company shall be
obligated to pay him his total remuneration and other applicable benefits
described in Sections 3.1 and 4 up to the date of termination only. All earned
but unpaid bonuses pursuant to Section 3.3 shall be paid to EXECUTIVE.
6.7 Notice of Termination. Any Notice of termination by the Company
pursuant to Section 6.4 or by EXECUTIVE pursuant to Section 6.5 shall be
communicated by written Notice of Termination to the other party hereof. For
purposes of this Agreement, a "Notice of Termination" shall mean a notice which
shall indicate the specific termination provision in this Agreement relied upon
and shall set forth in reasonable detail the facts and circumstances claimed to
provide a basis for termination of EXECUTIVE's employment under the provision so
indicated. Such a notice must be given by the party utilizing it within six (6)
months after the event giving rise to it occurs; otherwise, the right to utilize
such event as a right to terminate hereunder is forever lost.
6.8 Date of Termination. "Date of Termination" shall mean:
(i) If EXECUTIVE's employment is terminated pursuant to Section
6.5, the date specified in the Notice of Termination, and
(ii) If EXECUTIVE's employment is terminated for any other reason,
the date on which a Notice of Termination is given; provided that if within
thirty (30) days after any Notice of Termination is given, one party notified
the other party that a
<PAGE> 12
dispute exists concerning the termination, the Date of Termination shall be the
date on which the dispute is finally determined, either by mutual written
agreement of the parties, by a binding and final arbitration award or by a final
judgment, order or decree of a court of competent jurisdiction (the time for
appeal thereof having expired and no appeal having been perfected).
6.9 Resolution of a Dispute is Final. Once a dispute between the
parties hereto under the contract might have been resolved without either party
terminating this contract, the event giving rise to such dispute may never be
utilized again by either party hereto for any reason whatsoever including, but
not limited to terminating this contract.
ARTICLE 7
GENERAL PROVISIONS
7.1 Governing Law. The validity, interpretation, construction and
performance of this Agreement and the rights of the parties thereunder shall be
interpreted and enforced under California law without reference to principles of
conflicts of laws. The parties expressly agree that inasmuch as the Company's
headquarters and principal place of business are located in California, it is
appropriate that California law govern this Agreement.
7.2 Assignment: Successors: Binding Agreement.
7.2.1 EXECUTIVE may not assign, pledge or encumber his interest in this
Agreement or any part thereof.
7.2.2 The Company will require any successor (whether direct or
indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business and/or assets of the Company, by agreement in
form and substance reasonably satisfactory to EXECUTIVE, to expressly assume and
agree to perform this Agreement in the same manner and to the same extent that
the Company would be required to perform it if no such succession had taken
place. Failure of the Company to obtain such agreement prior to the
effectiveness of any such succession shall be a breach of this Agreement and
shall entitle EXECUTIVE to compensation from the Company in the same amount and
on the same terms as EXECUTIVE would be entitled hereunder if EXECUTIVE
terminated his employment for Good Reason, except that for purposes of
implementing the foregoing, the date on which any such succession becomes
effective shall be deemed the Date of Termination. As used in this Section
7.2.2, "Company" shall mean the Company as hereinbefore described
<PAGE> 13
and any successor to its business and/or assets as aforesaid which executes and
delivers the Agreement provided for in this Section 7.2.2 or which otherwise
becomes bound by all the terms and provisions of this Agreement by operation of
law.
7.2.3 This Agreement shall inure to the benefit of and be enforceable
by EXECUTIVE's personal or legal representatives, executors, administrators,
successors, heirs, distributee, devisees and legatees. If EXECUTIVE should die
while any amount is at such time payable to him hereunder, all such amounts,
unless otherwise provided herein, shall be paid in accordance with the terms of
this Agreement to EXECUTIVE's devisee, legatee or other designee or, if there be
no such designee, to his estate.
7.3 No Waiver of Breach. The waiver by any party of the breach of any
provision of this Agreement shall not be deemed to be a waiver of any subsequent
breach.
7.4 Notice. For the purposes of this Agreement, notices and all other
communications provided for in this Agreement shall be in writing and shall be
deemed to have been duly given when delivered or mailed by certified or
registered mail, return receipt requested, postage prepaid, addressed to the
respective addresses set forth below or to such other address as either party
may have furnished to the other in writing in accordance herewith, except that
notice of change of address shall be effective only upon receipt.
TO THE COMPANY: William L. Respess, Esq.
General Counsel
Ligand Pharmaceuticals
Incorporated
9393 Towne Centre Drive
Suite 100
San Diego, California 92121
TO THE EXECUTIVE: Mr. David E. Robinson
P.O. Box 8993
Rancho Santa Fe, CA 92067-
8993
Copy to: John W. Hough, Esq.
Connelly & Schroeder
1 North Franklin Street,
Suite 1200
Chicago, Illinois 60606
7.5 Modification: Waiver: Entire Agreement. No provisions of this
Agreement may be modified, waived or discharged unless such waiver, modification
or discharge is agreed to in writing signed by EXECUTIVE and such officer as may
be specifically designated by the
<PAGE> 14
Board of the Company. No waiver by either party hereto at any time of any breach
by the other party of, or compliance with, any condition or provision of this
Agreement to be performed by such other party shall be deemed a waiver of
similar or dissimilar provisions or conditions at the same or any prior or
subsequent time. No agreements or representations, oral or otherwise, express or
implied, with respect to the subject matter hereof have been made by either
party which are not expressly set forth in this Agreement; provided, however,
that this Agreement shall not supersede or in any way limit the rights, duties
or obligations EXECUTIVE may have under any other written agreement with the
Company (other than the Company's letter offering employment to EXECUTIVE).
7.6 Validity. The invalidity or unenforceability of any provision of
this Agreement shall not affect the validity or enforceability of any other
provision of this Agreement, which shall remain in full force and effect.
7.7 Controlling Document. In case of conflict between any of the terms
and conditions of this present Employment Agreement with any of the terms and
conditions hereof and of the Exhibits hereto and the documents herein referred
to, including but not limited to the Ligand Pharmaceuticals, Inc. Restricted
Stock Purchase Agreement and the Ligand Employees' Handbook and Policies, the
terms and conditions of the terms and conditions of this present Employment
Agreement shall control,
Upon this Successor Employment Agreement becoming effective and binding
between the parties hereto the Employment Agreement of October 4, 1991, and the
First Amendment thereto of October 5, 1991 shall be of no further force or
effect.
Executed by the parties as of the day and year first above written.
THE COMPANY:
Ligand Pharmaceuticals Incorporated
By: /s/ P. Maier
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Its: Vice President and C.F.O.
EXECUTIVE:
/s/ David E. Robinson
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David E. Robinson
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