LIGAND PHARMACEUTICALS INC
EX 10.242
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>5
<FILENAME>ex10-242.txt
<DESCRIPTION>EX 10.242
<TEXT>
                                                                  EXHIBIT 10.242

                     FIRST ADDENDUM TO AMENDED AND RESTATED
                          REGISTRATION RIGHTS AGREEMENT


          This  First  Addendum   ("Addendum")   to  the  Amended  and  Restated
Registration  Rights  Agreement  dated  June  29,  2000  ("Registration   Rights
Agreement")  by  and  among  Ligand  Pharmaceuticals  Incorporated,  a  Delaware
corporation (the "Company"),  and those entities (the  "Investors") set forth on
SCHEDULE A to the Registration  Rights Agreement is effective as of December 20,
2001.

                                    RECITALS

          A. The Company has issued 274,843 shares of the Company's Common Stock
(the  "Incentive  Shares")  to Elan  International  Services,  Ltd.,  a  Bermuda
corporation  ("EIS"),  pursuant to the terms of that certain Incentive Agreement
dated December 20, 2001 among the Company, EIS and Monksland Holdings, B.V.

          B. This  Addendum  serves to include the  Incentive  Shares within the
definition of "Registrable  Securities" under the Registration  Rights Agreement
pursuant to Section 2.6 of the Registration Rights Agreement.

          NOW, THEREFORE,  in consideration of the mutual promises and covenants
set forth in the Registration Rights Agreement, the parties agree as follows:

          1. Section 1.1, paragraph (f) of the Registration  Rights Agreement is
hereby restated in its entirety as follows:

               "(f) The term  "Registrable  Securities"  means (i) the shares of
          Common  Stock (or the shares of such  other  class of stock into which
          the Common  Stock is  converted)  issuable  upon  conversion  of those
          certain Unsecured Convertible  Promissory Notes dated October 30, 1997
          issued to S.R.  One Limited  (the "S.R.  One  Notes")  pursuant to the
          Stock and Note  Purchase  Agreement  dated  February 3, 1995 (and upon
          such conversion of the S.R. One Notes,  SCHEDULE A shall be updated to
          include such  shares),  (ii) the shares of Common Stock (or the shares
          of such other class of stock into which the Common Stock is converted)
          issuable  upon  conversion  of that certain  Warrant  (the  "Warrant")
          issued to  SmithKline  Beecham  plc  pursuant  to the  Stock  Purchase
          Agreement  dated  April 24,  1998 (and  upon  such  conversion  of the
          Warrant,  SCHEDULE A shall be updated to include such  shares),  (iii)
          the 1,278,970 shares of Common Stock (or that number of shares of such
          other class of stock into which the Common Stock is converted)  issued
          to EIS pursuant to the Stock Purchase  Agreement  dated  September 30,
          1998,  (iv) the  437,768  shares  of Common  Stock (or that  number of
          shares of such other  class of stock  into  which the Common  Stock is
          converted)   issued  to  EIS  pursuant  to  the  Securities   Purchase
          Agreement,  dated  November  6, 1998 (the  "Elan  Securities  Purchase
          Agreement"),  (v) the  shares of Common  Stock (or the  shares of such
          other class of stock into which the Common Stock is converted)  issued
          or issuable  upon  conversion  of the Zero Coupon  Convertible  Senior
          Notes  due  2008  (the  "Elan  Notes")  issued  pursuant  to the  Elan
          Securities  Purchase

<PAGE>

          Agreement (and upon such conversion of the Elan Notes, SCHEDULE A
          shall be updated to include such shares),  (vi) the 429,185  shares of
          Common  Stock (or the shares of such  other  class of stock into which
          the  Common  Stock  is  converted)  issued  to  Elan  pursuant  to the
          Development,  Licence and Supply Agreement dated November 9, 1998, and
          as amended (the "Elan License Agreement"),  (vii) the shares of Common
          Stock that may be issued  pursuant to the Elan License  Agreement (and
          upon each such  issuance,  SCHEDULE A shall be updated to include such
          shares),  (viii)  the  shares of Common  Stock (or the  shares of such
          other  class  of stock  into  which  the  Common  Stock is  converted)
          issuable  to EIS upon  exercise  of that  certain  Warrant  (the  "EIS
          Warrant")  dated  August 4, 1999  (and upon such  exercise  of the EIS
          Warrant, SCHEDULE A shall be updated to include such shares), (ix) the
          52,742  shares of Common  Stock (or the shares of such other  class of
          stock into which the Common Stock is converted) issued to EIS pursuant
          to the Stock  Purchase  Agreement  dated  September 30, 1999,  (x) the
          shares of Common  Stock (or the  shares of such  other  class of stock
          into which the Common Stock is  converted)  issuable  upon exercise of
          those certain  Series X Warrants  dated October 6, 1999 (the "X-Ceptor
          Warrants")  (and  upon any such  exercise  of the  X-Ceptor  Warrants,
          SCHEDULE A shall be updated to include such shares),  (xi) the 188,572
          shares of Common  Stock (or that  number of shares of such other class
          of stock  into  which the  Common  Stock is  converted)  issued to EIS
          pursuant to the Incentive Agreement dated December 31, 1999, (xii) the
          98,580  shares of Common Stock (or that number of shares of such other
          class of stock into which the Common Stock is converted) issued to EIS
          pursuant to the Incentive  Agreement  dated March 1, 2000,  (xiii) the
          274,843 shares of Common Stock (or that number of shares of such other
          class of stock into which the Common Stock is converted) issued to EIS
          pursuant to the Incentive Agreement dated December 20, 2001, and (xiv)
          any  Common  Stock of the  Company  issued  as (or  issuable  upon the
          conversion or exercise of any warrant,  right or other  security which
          is issued as) a dividend or other  distribution with respect to, or in
          exchange for or in replacement of the shares  referenced in (i), (ii),
          (iii),  (iv), (v), (vi),  (vii),  (viii),  (ix), (x), (xi),  (xii) and
          (xiii)  above,  excluding  in  all  cases,  however,  any  Registrable
          Securities  sold by a person in a  transaction  in which  rights under
          this Agreement are not assigned.

          2. SCHEDULE A of the Registration  Rights Agreement is hereby restated
in its entirety as attached to this Addendum.

          3. This Addendum may be executed in one or more counterparts.

          4. This Addendum  shall be binding upon the Company,  EIS, each holder
of  Registrable  Securities  and each future  holder of  Registrable  Securities
pursuant to Section 2.6 of the Registration Rights Agreement.

                [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]


                                        2

<PAGE>


          IN WITNESS WHEREOF,  the parties have executed this Addendum as of the
date first above written.


LIGAND PHARMACEUTICALS INCORPORATED


By:      /S/PAUL V. MAIER
         -----------------------------------------------------

Its:     SENIOR VICE PRESIDENT, CHIEF FINANCIAL OFFICER
         -----------------------------------------------------




ELAN INTERNATIONAL SERVICES, LTD.


By:      /S/KEVIN INSLEY
         -----------------------------------------------------

Its:     PRESIDENT
         -----------------------------------------------------




ELAN CORPORATION, PLC


By:      /S/WILLIAM DANIEL
         -----------------------------------------------------

Its:     COMPANY SECRETARY
         -----------------------------------------------------




                        [SIGNATURE PAGE TO FIRST ADDENDUM
             TO AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT]





<PAGE>


                                   SCHEDULE A

                                       to
                                First Addendum to
               Amended and Restated Registration Rights Agreement

<TABLE>
<CAPTION>
----------------------------------------------------- ----------------------
                                                             SHARES
NAME                                                         ISSUED
----------------------------------------------------- ----------------------
<S>                                                             <C>
Elan Corporation, plc                                           429,185

Elan International Services, Ltd.                             6,943,104

         TOTAL:                                               7,372,289
----------------------------------------------------- ----------------------
</TABLE>







                                      A-1

<PAGE>


                                                                         BROBECK
                                                                ATTORNEYS AT LAW


                                December 20, 2001


Elan International Services, Ltd
102 St. James Court
Flatts, Smiths Parish
Bermuda FL 04

Ladies and Gentlemen:

          We have acted as counsel for Ligand Pharmaceuticals Incorporated, a
Delaware corporation (the "Company"), in connection with the issuance and sale
of 274,843 shares of its Common Stock (the "Incentive Shares") pursuant to that
certain Incentive Agreement (the "Agreement") dated December 20, 2001 among the
Company, you and Monksland Holdings, B.V. This opinion letter is being rendered
to you in connection with the issuance and sale of the Incentive Shares.

          In connection with the opinions expressed herein, we have made such
examination of matters of law and of fact as we considered appropriate or
advisable for purposes hereof. As to matters of fact material to the opinions
expressed herein, we have relied upon the representations and warranties as to
factual matters contained in and made by the Company pursuant to the Agreement
and upon certificates and statements of government officials and of officers of
the Company. We have also examined originals or copies of such corporate
documents or records of the Company as we have considered appropriate for the
opinions expressed herein. We have assumed for the purposes of this opinion
letter the genuineness of all signatures, the legal capacity of natural persons,
the authenticity of the documents submitted to us as originals, the conformity
to the original documents of all documents submitted to us as certified,
facsimile or photostatic copies, and the authenticity of the originals of such
copies.

          In rendering this opinion letter we have also assumed that the
representations and warranties made in the Agreement by you are true and
correct.

          This opinion letter relates solely to the laws of the State of
California, the General Corporation Law of the State of Delaware and the federal
securities law of the United States, and we express no opinion with respect to
the effect or application of any other laws. Special rulings of authorities
administering such laws or opinions of other counsel have not been sought or
obtained.

          Based upon our examination of and reliance upon the foregoing and
subject to the limitations, exceptions, qualifications and assumptions set forth
below, we are of the opinion that as of the date hereof:


<PAGE>

                                                               December 20, 2001
                                                                          Page 2


          1. The Incentive Shares to be issued pursuant to the Agreement have
been duly authorized and, upon issuance pursuant to the terms of the Agreement,
will be validly issued, nonassessable and fully paid.

          2. Based in part upon the representations of you in the Agreement, the
offer and sale of the Incentive Shares to you pursuant to the terms of the
Agreement are exempt from the registration requirements of Section 5 of the
Securities Act of 1933, as amended, and from the qualification requirements of
the California Corporate Securities Law of 1968, as amended.

          Our opinions expressed above are specifically subject to the following
limitations, exceptions, qualifications and assumptions:

          (A) We express no opinion as to the Company's compliance or
noncompliance with applicable federal or state antifraud or antitrust statutes,
laws, rules and regulations.

          (B) We express no opinion concerning the past, present or future fair
market value of any securities.

          (C) We express no opinion as to your compliance with any Federal or
state law relating to your legal or regulatory status or the nature of your
business.

          (D) We express no opinion as to the effect of subsequent issuances of
securities of the Company, to the extent that further issuances which may be
integrated with the issuance contemplated by the Agreement may include
purchasers that do not meet the definition of "accredited investors" under Rule
501 of Regulation D and equivalent definitions under state securities or "blue
sky" laws.

          This opinion letter is rendered as of the date first written above
solely for your benefit in connection with the Agreement and may not be
delivered to, quoted or relied upon by any person other than you, or for any
other purpose, without our prior written consent. Our opinion is expressly
limited to the matters set forth above and we render no opinion, whether by
implication or otherwise, as to any other matters relating to the Agreement or
the Company. We assume no obligation to advise you of facts, circumstances,
events or developments which hereafter may be brought to our attention and which
may alter, affect or modify the opinions expressed herein.



                                    Very truly yours,


                                    /S/Brobeck, Phleger & Harrison LLP
                                    BROBECK, PHLEGER & HARRISON LLP

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