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United States securities and exchange commission logo





                              December 23, 2020

       Matthew Korenberg
       Chief Financial Officer
       LIGAND PHARMACEUTICALS INC
       3911 Sorrento Valley Boulevard
       Suite 110
       San Diego, California 92121

                                                        Re: LIGAND
PHARMACEUTICALS INC
                                                            Form 10-K for the
Year Ended December 31, 2019
                                                            Filed February 27,
2020
                                                            File No. 001-33093

       Dear Mr. Korenberg:

              We have reviewed your filing and have the following comments. In
some of our
       comments, we may ask you to provide us with information so we may better
understand your
       disclosure.

              Please respond to these comments within ten business days by
providing the requested
       information or advise us as soon as possible when you will respond. If
you do not believe our
       comments apply to your facts and circumstances, please tell us why in
your response.

                                                        After reviewing your
response to these comments, we may have additional comments.

       Annual Report on Form 10-K for the Year ended December 31, 2019

       General

   1.                                                   We note that Article
IX, Section 7 of your Third Amended and Restated Bylaws identifies
                                                        the Court of Chancery
of the State of Delaware as the exclusive forum for certain
                                                        litigation, including
any "derivative action." In future filings, please prominently describe
                                                        the provision,
including the relevant forum for litigation and any subject matter
                                                        jurisdiction carve out,
and whether this provision applies to actions arising under the
                                                        Securities Act or
Exchange Act. If so, please also state that there is uncertainty as to
                                                        whether a court would
enforce such provision and include risk factor disclosure of the
                                                        risks to investors,
such as the increased costs to bring a claim and that the provision may
                                                        discourage claims or
limit investors' ability to bring a claim in a judicial forum that they
                                                        find favorable.
Further, if the provision applies to Securities Act claims, please also state
                                                        that investors cannot
waive compliance with the federal securities laws and the rules and
 Matthew Korenberg
FirstName LastNameMatthew Korenberg
LIGAND PHARMACEUTICALS        INC
Comapany23,
December  NameLIGAND
              2020        PHARMACEUTICALS INC
December
Page 2    23, 2020 Page 2
FirstName LastName
         regulations thereunder. In that regard, we note that Section 22 of the
Securities Act creates
         concurrent jurisdiction for federal and state courts over all suits
brought to enforce any
         duty or liability created by the Securities Act or the rules and
regulations thereunder.
Management's Discussion and Analysis, page 40

2.       We note the significant increase in your research and development
expenses from $28
         million in 2018 to $56 million in 2019 as well as that these costs
         represented approximately 44% of your total operating costs in 2019.
In this regard,
         please provide more detail regarding your research and development
expenses for each
         period presented, including but not limited to by program as well as
by the nature of the
         expenses. To the extent that you do not track expenses by program,
please disclose as
         such. In addition, you disclose that research and development expenses
increased year
         over year in 2019 due to the timing of internal development costs, the
Vernalis
         acquisition, and the amortization of other economic rights during
2019. Please quantify
         the impact of each significant factor that led to the significant
increase in these expenses.
         Please refer to Item 303(a)(3) of Regulation S-K and Section 501.04 of
the Financial
         Reporting Codification.
Financial Statements
Note 11. Income Taxes, page 82

3.       We note that the deferred tax asset recorded for net operating loss
carryforwards increased
         from $57 million at December 31, 2018 to $151 million at December 31,
2019 and the
         valuation allowance recorded on your deferred tax assets also
increased from $4 million at
         December 31, 2018 to $141 million at December 31, 2019.
Correspondingly, the net
         deferred tax assets recorded decreased from $98 million at December
31, 2018 to $43
         million at December 31, 2019. We also note that the disclosures in
your Form 10-K for
         the year ended December 31, 2019 refer to approximately $714 million
of non-U.S. net
         operating loss carryovers and $15 million of non-U.S. capital loss
carryovers for which
         you have recorded a full valuation allowance. It does not appear that
your Form 10-K for
         the year ended December 31, 2018 includes disclosures regarding these
non-U.S. tax
         attributes. In this regard, please expand your disclosures to address
the following:
             Please disclose what led to the significant increases in the
amounts of the deferred tax
              asset related to net operating losses as well as the valuation
allowance recorded; and
             Given your disclosures elsewhere do not indicate that you had
significant foreign
              operations in 2019, please clarify what activity in 2019 led to
the $714 million of
              non-U.S. net operating loss carryovers and approximately $15
million of non-U.S.
              capital loss carryovers as of December 31, 2019, including if it
was related to a
              specific acquisition.
         Refer to ASC 740-10-50-2 and 50-14.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
 Matthew Korenberg
LIGAND PHARMACEUTICALS INC
December 23, 2020
Page 3

       You may contact Nudrat Salik at (202) 551-3692 or Al Pavot at (202)
551-3738 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Tim Buchmiller at (202) 551-3635 or Joe McCann at (202) 551-6262 with
any other
questions.



FirstName LastNameMatthew Korenberg                      Sincerely,
Comapany NameLIGAND PHARMACEUTICALS INC
                                                         Division of
Corporation Finance
December 23, 2020 Page 3                                 Office of Life
Sciences
FirstName LastName
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