8-K

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

Date of Report (Date of earliest event reported) October 28, 2004

INSPIRE PHARMACEUTICALS, INC.

(Exact Name of Registrant as Specified in its charter)

Delaware	000-31135	04-3209022
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

4222 Emperor Boulevard, Suite 200, Durham, North Carolina	27703-8466
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code (919) 941-9777

(Former Name or Former Address, if Changed Since Last Report.)

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 (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

On October 29, 2004 Inspire Pharmaceuticals, Inc. (“Inspire”) issued a press release attached to and made part of this report, reporting that its President, Gregory J. Mossinghoff had informed the company that he will resign from his position, effective June 30, 2005, to pursue other opportunities.

In connection with Mr. Mossinghoff’s notice of resignation, Mr. Mossinghoff and Inspire entered into a Transition Agreement, dated October 28, 2004, relating to Mr. Mossinghoff’s provision of services during the transition period ending on June 30, 2005. During the transition period, Inspire will continue to employ Mr. Mossinghoff at his current salary and benefits, and Mr. Mossinghoff will perform such duties and obligations as reasonably assigned. Under the agreement, Mr. Mossinghoff released any claims against Inspire and related parties.

Mr. Mossinghoff will receive a bonus of $30,000 for services rendered to Inspire in 2004.

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

(b) On October 28, 2004, Gregory J. Mossinghoff, Inspire’s President, informed Inspire that he will resign effective June 30, 2005. See Item 1.01 above.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits

No.	Description
99.1	Press Release dated October 29, 2004

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SIGNATURE

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.

Inspire Pharmaceuticals, Inc.
By:	/s/ Christy L. Shaffer
	Christy L. Shaffer,
	Chief Executive Officer

Dated: October 29, 2004

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EXHIBIT INDEX

No.	Description
99.1	Press Release dated October 29, 2004

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EX-99.1

Exhibit 99.1

For Immediate Release

Contacts:

Inspire Pharmaceuticals, Inc. Mary Bennett Senior Vice President, Operations and Communications (919) 941-9777 Extension 245 EURO RSCG Life NRP Mark Vincent (212) 845-4239

INSPIRE PHARMACEUTICALS ANNOUNCES MANAGEMENT CHANGE

DURHAM, NC – October 29, 2004 – Inspire Pharmaceuticals, Inc. (NASDAQ: ISPH) announced today that its President, Gregory J. Mossinghoff, has informed the company that he will resign from his position to pursue other opportunities.

“We are grateful to Greg for his many accomplishments and contributions over the last six years,” said Christy L. Shaffer, Ph.D., Chief Executive Officer. “Greg has played an integral role in negotiating partnerships, raising capital and expanding commercial operations. We thank him for his years of service and wish him well in his future endeavors.”

Mr. Mossinghoff will remain in his current position through June 2005 to ensure a smooth transition of his responsibilities to existing members of the management team. There are currently no plans to fill the position of President.

About Inspire

Inspire is a biopharmaceutical company dedicated to discovering, developing and commercializing novel prescription products for diseases with significant unmet medical needs. Inspire has significant technical and scientific expertise in the therapy areas of ophthalmology and respiratory and is a leader in the field of P2 receptors which are important drug targets in various therapeutic areas, including ophthalmology, respiratory disease, cardiovascular disease and pain. Inspire’s specialty sales force promotes Elestat^™ and Restasis^®, ophthalmology products developed by Inspire’s partner, Allergan, Inc.

Forward-Looking Statements

The forward-looking statements in this news release relating to management’s expectations and beliefs are based on preliminary information and management assumptions. Such forward-looking statements are subject to a wide range of risks and uncertainties that could cause results to differ in material respects, including those relating to product development, revenue and earnings expectations, intellectual property rights and litigation, competitive products, results of clinical trials, the need for additional research and testing, delays in manufacturing, funding and the timing and content of decisions made by regulatory authorities, including the United States Food and Drug Administration. Further information regarding factors that could affect Inspire’s results is included in Inspire’s filings with the Securities and Exchange Commission. Inspire undertakes no obligation to publicly release the results of any revisions to these forward-looking statements that may be made to reflect events or circumstances after the date hereof.

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4222 Emperor Boulevard, Suite 200 · Durham, North Carolina 27703

Telephone 919.941.9777 · Fax 919.941.9797