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CUSIP No. 92686J106
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13D
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Page 2 of 4 pages
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Explanatory Note
This Amendment No. 4 to Schedule 13D (Amendment No. 4) amends and supplements the Schedule 13D filed with the United States Securities
and Exchange Commission (the SEC) on May 8, 2015 and as previously amended (the Schedule 13D) by Ligand Pharmaceuticals Incorporated (Ligand or the Reporting Person). Capitalized terms used but
not defined herein shall have the meaning given in the Schedule 13D.
Item 2. Identity and Background.
Item 2 of the Schedule 13D is hereby amended and restated as follows:
(a) This Schedule 13D is being filed by Ligand Pharmaceuticals Incorporated (Ligand or the Reporting Person).
(b) The principal business address of the Reporting Person is 3911 Sorrento Valley Boulevard, Suite 110, San Diego, CA 92121. The principal
business addresses of the directors and executive officers of the Reporting Person are set forth in Exhibit 99.1 to this Amendment No. 4.
(c) The principal business of the Reporting Person is developing or acquiring royalty generating assets in the pharmaceutical industry. The
principal occupations of the directors and executive officers of the Reporting Person are set forth in Exhibit 99.1 to this Amendment No. 4.
(d) Neither the Reporting Person nor any person listed in Exhibit 99.1 to this Amendment No. 4 has, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) Neither the Reporting Person nor any person
listed in Exhibit 99.1 to this Amendment No. 4 has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of which was or is subject to a judgment, decree
or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or a finding of any violation with respect to such laws.
(f) The Reporting Person is a corporation organized under the laws of the State of Delaware. Information called for by Items 2 6 of this
Amendment No. 4 concerning the directors and executive officers of the Reporting Person is set forth in Exhibit 99.1 to this Amendment No. 4.
Item 5. Interest in Securities of the Issuer.
(a)
(b)
Ligand beneficially owns, in the aggregate, 7,339,383 shares of Common Stock, constituting approximately 9.9% of the Common
Stock outstanding, consisting of (i) 4,936,909 shares of Common Stock held directly by Ligand, (ii) 882,474 shares of Common Stock held directly by Metabasis, and (iii) 1,520,000 shares of Common Stock issuable upon exercise of the Warrants held
directly by Ligand.