UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
May 20, 2009
Date of Report (Date of earliest event reported)
NPS PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
Delaware | | 0-23272 | | 87-0439579 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification Number) |
550 Hills Drive, 3rd Floor
Bedminster, NJ 07921
(Address of principal executive offices)
(908) 450-5300
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
ITEM 8.01. Other Events.
On May 20, 2009, Teva Pharmaceutical Industries Ltd. and Teva Pharmaceuticals USA, Inc. (collectively “Teva”) filed a lawsuit against Amgen, Inc. (“Amgen”) alleging patent infringement by Amgen of Teva’s U.S. Patent No. 7,449,603. Pursuant to the license agreement between Amgen and NPS Pharmaceuticals, Inc. (“NPS”), Amgen may reserve up to fifty percent of the royalties otherwise payable by Amgen with respect to the affected compound in the country in question until the proceedings are concluded. If Teva’s patent is determined to be uninfringed, unenforceable or invalid, Amgen is required to promptly pay any reserved royalties to NPS. If Teva’s patent is held to be valid and infringed, or if Amgen enters into a settlement of Teva’s infringement claim, then Amgen may deduct any damages or settlement amount with respect to such claim from the reserved royalties prior to payment of any remaining amount. In the event any damages and/or settlement amounts exceed the amount of reserved royalties, Amgen could withhold such excess from its future royalty obligation in that country.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: May 22, 2009 | NPS PHARMACEUTICALS, INC. |
| |
| By: | /s/ ANDREW RACKEAR |
| | Andrew Rackear
Senior Vice President, General Counsel and Secretary |
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