Allergan Ligand Retinoid Therapeutics, Inc. Subscription Offering Declared Effective By SEC.

SAN DIEGO/IRVINE, Calif.--(BUSINESS WIRE)--May 5, 1995--Ligand Pharmaceuticals Incorporated (Nasdaq/NMS:LGND) and Allergan, Inc. (NYSE:AGN) announced today that the Securities and Exchange Commission declared effective the registration statement filed by Ligand and Allergan Ligand Retinoid Therapeutics, Inc. (ALRT) relating to a rights offering to stockholders of Ligand and stockholders of Allergan.

Rights issued in the offering will be distributed to stockholders of Ligand and stockholders of Allergan of record at the close of business on May 5, 1995, (the "Record Date") and will trade on the Nasdaq National Market commencing on May 8, 1995, through 4:00 p.m., New York City time on June 2, 1995. The rights will expire at 12:01 a.m., New York City time, on June 3, 1995 or, if the offering is extended by Allergan and Ligand, up to five business days thereafter.

One Right is required to subscribe for one Unit. Each Unit in the offering will consist of one share of ALRT Callable Common Stock and two warrants, each warrant entitles the holder to acquire one share of Common Stock of Ligand at a price equal to 120 percent of the average closing price of Ligand Common Stock during the 20 trading days ending one trading day before the expiration of the Rights. The offering will consist of 3,250,000 Units with an offering price of $10.00 per Unit.

Each stockholder of Allergan will receive approximately 0.031 Rights for each share of Allergan Common Stock held on the Record Date and each stockholder of Ligand will receive approximately 0.066 Rights for each share of Ligand Common Stock held on the Record Date; in each case the actual number of Rights received is subject to rounding. The subscription offering will terminate at 12:01 a.m., New York City time, on June 3, 1995, unless extended by Allergan and Ligand for up to five additional business days. The closing of the subscription offering is subject to the raising of aggregate gross proceeds of at least $31.5 million.

It is expected that the Rights will be traded on the Nasdaq National Market during the period before their expiration under the symbol "ALRIR." The ALRT Common Stock and Ligand Warrants comprising the Units will trade as Units, under the symbol "ALRIZ" for a two-year period after the close of the subscription offering. Following such two-year period, the ALRT Common Stock and the Ligand Warrants for Ligand Common Stock will trade separately, and upon such separation the Ligand Warrants will become exercisable. If an application for listing on the Nasdaq National Market is approved, the Ligand Warrants are expected to trade under the symbol "LGNDW." It is also expected that after the separation, the ALRT Common Stock would trade under a separate symbol, "ALRI."

Immediately prior to consummation of the subscription offering, the existing Joint Venture between Ligand and Allergan will be dissolved, and Ligand and Allergan will contribute the Joint Venture technology and assets, as well as $17.5 million from Ligand (or up to $18.5 million if the maximum proceeds of the rights offering are not realized) and $50 million from Allergan to ALRT.

Allergan Pharmaceuticals (Ireland) Ltd., a consolidated subsidiary of Allergan, Inc. will acquire an additional $6.0 million of Ligand Common Stock at a price equal to the average closing price for the 10 trading days ending the last trading day before expiration of the Rights. Ligand will use the proceeds of such sale to fund a portion of the Ligand cash contribution to ALRT.

ALRT has been formed to accelerate the activities of the Joint Venture related to the discovery, development and commercialization of drugs based on retinoids. Retinoids have a broad range of biological actions, and evidence suggests that retinoids may be useful in the treatment of skin diseases, a variety of cancers, including kidney cancer, certain forms of leukemia and other cancers, as well as other possible indications. ALRT expects to use the net proceeds from the offering and the contributions of Allergan and Ligand to engage Ligand and Allergan to conduct research, development and commercialization relating to small molecule retinoid products.

ALRT represents an opportunity for Allergan and Ligand to continue to share complementary technology and financing. Allergan's and Ligand's initial cash contributions will be expensed as a one-time charge by each party upon consummation of the subscription offering. Expenses incurred by Allergan and Ligand in the performance of research and development on behalf of ALRT will be offset by revenue from ALRT.

Ligand or, if not exercised by Ligand, then Allergan has the option to purchase all of the common stock of ALRT during a specified period in the future (the "Stock Purchase Option"). If Ligand exercises the Stock Purchase Option, Allergan will have the right to acquire an undivided one-half interest in ALRT technology and 50 percent of all other ALRT assets.

Additionally, after the earlier of a specified date or approval for commercial sale, Ligand and Allergan will have the option to acquire ALRT1057, one of the compounds to be developed by ALRT, prior to the exercise of the option to acquire ALRT common stock. ALRT, Ligand and Allergan have entered into a commercialization agreement which provides for the marketing, manufacture and sale by Ligand and/or Allergan of the retinoid products developed by ALRT.

This communication shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

Ligand Pharmaceuticals Incorporated, founded in 1987, is a leader ingene transcription technology, particularly intracellular receptor (IR) technology and Signal Transducers and Activators of Transcription (STATs). Ligand applies IR and STATs technology to the discovery and development of small molecule drugs to enhance therapeutic and safety profiles and to address major unmet patient needs in cancer, women's health and skin diseases, as well as osteoporosis, cardiovascular and inflammatory disease.

Allergan, Inc., a global health care company with headquarters in Irvine, Calif., develops, manufactures, and markets specialty therapeutic products for eye and skin care and neuromuscular disorders. A technology-driven company, Allergan is working to be the partner of choice for ever better health care.

Allergan Ligand Retinoid Therapeutics, Inc. is a newly formed company whose primary purpose is to discover, develop and commercialize drugs based on retinoids.

CONTACT: Allergan Inc., Irvine

Jeff D'Eliscu, 714/752-4636 (work)

or 714/675-9475 (home)

or

Ligand Pharmaceuticals Inc.

Susan Atkins, 619/550-7687 (work)

or 619/451-0772 (home)