8-K

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 8-K

CURRENT REPORTPursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934Date of Report (Date of earliest event reported): August 3, 2011XENOPORT, INC.(Exact name of registrant as specified in its charter)Delaware(State or other jurisdiction of incorporation)

000-51329	94-3330837
(Commission File No.)	(IRS Employer Identification No.)

3410 Central Expressway

Santa Clara, California 95051

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (408) 616-7200

N/A
(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))

Section 2 – Financial Information

Item 2.02     Results of Operations and Financial Condition.

On August 3, 2011, XenoPort, Inc. issued a press release announcing financial results for the three and six months ended June 30, 2011.   A copy of such press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

The information in this Current Report on Form 8-K, including the exhibit hereto, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. The information contained herein and in the accompanying exhibit shall not be incorporated by reference into any filing with the U.S. Securities and Exchange Commission made by XenoPort, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Section 9 – Financial Statements and Exhibits

Item 9.01     Financial Statements and Exhibits.

(d)      Exhibits.

Exhibit	Description
99.1	Press release, dated August 3, 2011, relating to XenoPort’s financial results for the three and six months ended June 30, 2011.

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.

		XENOPORT, INC.
		(Registrant)
Dated:	August 3, 2011	By:	/s/ William G. Harris
			William G. Harris
			Senior Vice President of Finance and Chief Financial Officer

EXHIBIT INDEX

Exhibit	Description
99.1	Press release, dated August 3, 2011, relating to XenoPort’s financial results for the three and six months ended June 30, 2011.

EX-99.1

Exhibit 99.1

XenoPort Reports Second Quarter Financial Results

SANTA CLARA, Calif.--(BUSINESS WIRE)--August 3, 2011--XenoPort, Inc. (Nasdaq: XNPT) announced today financial results for the second quarter and six months ended June 30, 2011. Revenues and net income for the second quarter were positively impacted by recognition of revenue associated with milestone payments from XenoPort’s collaborations with GlaxoSmithKline (GSK) and Astellas Pharma Inc. Revenues for the second quarter were $37.4 million, compared to $0.5 million for the same period in 2010. Net income for the second quarter was $19.5 million, compared to a net loss of $19.5 million for the same period in 2010. At June 30, 2011, XenoPort had cash, cash equivalents and short-term investments of $117.5 million.

XenoPort Business Updates

The following key events occurred since the beginning of the second quarter of 2011:

• The U.S. Food and Drug Administration (FDA) approved Horizant™ (gabapentin enacarbil) Extended-Release Tablets for the treatment of moderate-to-severe primary restless legs syndrome (RLS) in adults. GSK, XenoPort’s collaborator for Horizant in the United States, started promoting Horizant in July 2011.
• XenoPort initiated a pivotal Phase 3 clinical trial of arbaclofen placarbil (AP) as a potential treatment of spasticity in multiple sclerosis (MS) patients. Assuming positive results, the pivotal trial, which is being conducted under a Special Protocol Assessment, would provide the primary efficacy data in a new drug application (NDA) for AP as a treatment for spasticity that would be filed under Section 505(b)(2).
• The company announced plans to accelerate the development of its preclinical product candidate, XP23829, as a potential treatment for relapsing-remitting MS, with a goal of filing an investigational new drug application (IND) in the first half of 2012.
• XenoPort completed enrollment of a Phase 2b trial of XP21279 as a potential treatment of patients with Parkinson’s disease and expects top-line results by the end of 2011.

Ronald W. Barrett, Ph.D., chief executive officer of XenoPort, stated, “The commercialization of Horizant is an important step in our strategy to maximize stockholder value from our pipeline of product candidates. GSK is in the process of educating physicians, patients and payors about Horizant as a treatment for RLS. We expect that this will take time, but we look forward to reporting the progress on these efforts in the coming quarters.”

Dr. Barrett continued, “As we move through 2011, we are anticipating a number of important events, including GSK’s filing of a supplemental NDA for Horizant as a potential treatment for post-herpetic neuralgia, a possible approval in Japan for gabapentin enacarbil for the treatment of restless legs syndrome and the results of our Phase 2b trial in Parkinson’s disease patients. In the first half of 2012, we are anticipating filing an IND for XP23829, a product candidate that could potentially offer benefits over other oral treatments of relapsing-remitting MS. With an approved product and a portfolio of product candidates in early through advanced stages of development, we continue to believe that XenoPort has a great opportunity to make meaningful contributions to the treatment of several neurological disorders.”

XenoPort Second Quarter and Six-Month Financial Results

Net revenue from unconsolidated joint operating activities was $30.0 million for both the three and six months ended June 30, 2011, compared to $0.1 million for the second quarter and ($0.2) million for the six months ended June 30, 2010, respectively. The increase in net revenue from unconsolidated joint operating activities in both the three months and six months ended June 30, 2011 compared to the same periods in 2010 was due to the receipt and recognition of a $30.0 million payment from our collaboration with GSK in connection with the first shipment of Horizant to a wholesaler.

Collaboration revenues were $7.4 million and $7.8 million for the three and six months ended June 30, 2011, respectively, compared to $0.4 million and $0.8 million, respectively, for the same periods in 2010. The increase in collaboration revenue for the three and six months ended June 30, 2011 compared to the same periods in 2010 was due to the receipt and recognition of a $7.0 million milestone payment from Astellas related to the FDA’s U.S. approval of Horizant in April.

As a result of the significant increase in revenues, the company was profitable this quarter and may have profitable quarters from time to time in the future. However, while the recognition of these revenues resulted in profitable three- and six-months periods ended June 30, 2011, the company expects to incur losses for the full year ending December 31, 2011.

Research and development expenses for the three and six months ended June 30, 2011 were $9.9 million and $19.8 million, respectively, compared to $12.9 million and $27.9 million, respectively, for the same periods in 2010. The decrease in research and development expenses in both periods ended June 30, 2011 compared to the same periods in 2010 was primarily due to decreased net costs for AP clinical and manufacturing expenses as well as decreased personnel costs from reduced headcount and lower non-cash stock-based compensation.

Selling, general and administrative expenses for the three and six months ended June 30, 2011 were $8.1 million and $15.8 million, respectively, compared to $7.2 million and $15.3 million, respectively, for the same periods in 2010. The increase in selling, general and administrative expenses in the second quarter and six months ended June 30, 2011 compared to the same periods in 2010 was primarily due to increased consulting costs.

Net income for the second quarter of 2011 was $19.5 million, compared to a net loss of $19.5 million for the same period in 2010. Net income for the six months ended June 30, 2011 was $2.3 million, compared to a net loss of $47.7 million for the same period in 2010. Basic and diluted net income per share was $0.55 in the second quarter of 2011 versus basic and diluted net loss per share of $0.64 for the same period in the prior year. For the six-month period ended June 30, 2011, basic net income per share was $0.07, and diluted net income per share was $0.06 versus basic and diluted net loss per share of $1.57 for the same period in 2010.

Other News: New Employment Inducement Awards

XenoPort also reported today that equity awards were made to four new employees subject to the terms and conditions of the XenoPort 2010 Inducement Award Plan. The employees were granted stock options to purchase an aggregate of 18,500 shares of XenoPort's common stock and restricted stock units representing an aggregate of 4,500 shares of XenoPort's common stock. The stock options have a per share exercise price of $6.98, the closing trading price of XenoPort's common stock on the Nasdaq Global Select Market on the August 1, 2011 grant date. The stock options have a ten-year term and vest over four years, with 25% cliff vesting on the first anniversary of the employee's date of hire and 1/48th of the options vesting monthly thereafter. The restricted stock units vest in four equal annual installments on anniversaries of the August 1, 2011 grant date. The equity awards were approved by the independent compensation committee of XenoPort’s board of directors and were granted as an inducement material to the new employees entering into employment with XenoPort in accordance with Nasdaq Market Place Rule 5635(c)(4).

Conference Call

XenoPort will host a conference call at 5:00 p.m. Eastern Time today to discuss its financial results and provide an update of XenoPort’s business. To access the conference call via the Internet, go to www.XenoPort.com. To access the live conference call via phone, dial 1-888-275-3514. International callers may access the live call by dialing 706-679-1417. The reference number to enter the call is 86743845.

The replay of the conference call will be available for one week and may be accessed after 8:00 p.m. Eastern Time today via the Internet, at www.XenoPort.com, or via phone at 1-800-642-1687 for domestic callers, or 706-645-9291 for international callers. The reference number to enter the replay of the call is 86743845.

About XenoPort

XenoPort, Inc. is a biopharmaceutical company focused on developing a portfolio of internally discovered product candidates that utilize the body’s nutrient transport mechanisms to improve the therapeutic benefits of existing drugs. Horizant (gabapentin enacarbil) Extended-Release Tablets is XenoPort’s first FDA-approved product. GSK holds commercialization rights and certain development rights for gabapentin enacarbil in the United States. Gabapentin enacarbil is also being developed in partnership with Astellas Pharma Inc. for the potential treatment of restless legs syndrome in Japan. XenoPort’s pipeline of product candidates includes potential treatments for patients with neuropathic pain, spasticity and Parkinson’s disease.

To learn more about XenoPort, please visit the Web site at www.XenoPort.com.

Forward-Looking Statements

This press release contains “forward-looking” statements, including, without limitation, all statements related to potential sales of Horizant; XenoPort's future clinical development programs for AP and XP21279 and the timing and results thereof; XenoPort's future pre-clinical studies and clinical trials and the timing thereof; FDA discussions, the regulatory process and the timing and outcome of regulatory filings and actions, including the potential for the filing of an NDA for AP for spasticity with the FDA under Section 505(b)(2) and the potential of GSK to file an sNDA for gabapentin enacarbil for post-herpetic neuralgia (PHN); the suitability of gabapentin enacarbil as a treatment for PHN; the suitability of AP as a treatment for spasticity; the potential for starting clinical development of XP23829 and the timing thereof; XenoPort's future XP23829 preclinical and clinical development plans; the potential suitability of XP23829 as a treatment for relapsing-remitting MS; the timing and outcome of regulatory action for gabapentin enacarbil in Japan; the suitability of XP21279 as a treatment for Parkinson's disease; and the therapeutic and commercial potential of XenoPort’s product candidates. Any statements contained in this press release that are not statements of historical fact may be deemed to be forward-looking statements. Words such as “anticipating,” “assuming,” “believe, “could,” “expect,” “goal,” ”may,” “plans,” “possible,” “potential,” “will,” “would” and similar expressions are intended to identify forward-looking statements. These forward-looking statements are based upon XenoPort's current expectations. Forward-looking statements involve risks and uncertainties. XenoPort's actual results and the timing of events could differ materially from those anticipated in such forward-looking statements as a result of these risks and uncertainties, which include, without limitation, risks related to XenoPort's dependence on GSK to commercialize Horizant; the uncertain results and timing of clinical trials and other studies; XenoPort's ability to successfully conduct clinical trials in the anticipated timeframes, or at all; the uncertainty of the FDA's and other regulatory authority’s sNDA and NDA review processes, including uncertainty as to whether the FDA would approve an NDA filed under Section 505(b)(2) and as to the requirements for acceptance and approval of any such filing; XenoPort’s dependence on its current and additional collaborative partners; and the uncertain therapeutic and commercial value of XenoPort’s preclinical and clinical product candidates. These and other risk factors are discussed under the heading “Risk Factors” in XenoPort’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2011, filed with the Securities and Exchange Commission on May 6, 2011. XenoPort expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the company's expectations with regard thereto or any change in events, conditions or circumstances on which any such statements are based.

XenoPort is a registered trademark of XenoPort, Inc.
Horizant is a trademark of GlaxoSmithKline.

XNPT2F

XENOPORT, INC. BALANCE SHEETS (Unaudited)
	June 30,		December 31,
	2011		2010
	(In thousands)
Current assets:
Cash and cash equivalents	$	46,699	$	23,192
Short-term investments		70,780		85,403
Prepaids and other current assets		2,621		2,206
Total current assets		120,100		110,801
Property and equipment, net		5,597		7,209
Restricted investments and other assets		2,852		3,219
Total assets	$	128,549	$	121,229
Liabilities:
Current liabilities	$	9,833	$	11,487
Noncurrent liabilities		15,025		15,783
Total liabilities		24,858		27,270
Stockholders’ equity:
Common stock		35		35
Additional paid-in capital and other		488,763		481,330
Accumulated deficit		(385,107)		(387,406)
Total stockholders’ equity		103,691		93,959
Total liabilities and stockholders’ equity	$	128,549	$	121,229

XENOPORT, INC. STATEMENTS OF OPERATIONS (Unaudited)
	Three Months Ended June 30,				Six Months Ended June 30,
		2011		2010		2011		2010
	(In thousands, except per share amounts)
Revenues:
Net revenue from unconsolidated joint operating activities	$	30,000	$	112	$	30,000	$	(174)
Collaboration revenue		7,379		379		7,758		758
Total revenues		37,379		491		37,758		584
Operating expenses:
Research and development*		9,904		12,867		19,758		27,946
Selling, general and administrative*		8,075		7,217		15,826		15,280
Restructuring charges		—		—		—		5,275
Total operating expenses		17,979		20,084		35,584		48,501
Income (loss) from operations		19,400		(19,593)		2,174		(47,917)
Interest income		55		71		125		170
Net income (loss)	$	19,455	$	(19,522)	$	2,299	$	(47,747)
Basic net income (loss) per share	$	0.55	$	(0.64)	$	0.07	$	(1.57)
Diluted net income (loss) per share	$	0.55	$	(0.64)	$	0.06	$	(1.57)
Shares used to compute basic net income (loss) per share		35,400		30,515		35,336		30,476
Shares used to compute diluted net income (loss) per share		35,635		30,515		35,665		30,476
* Includes employee non-cash stock-based compensation, excluding non-cash stock-based compensation resulting from XenoPort’s restructuring plan, as follows:
Research and development	$	1,279	$	2,018	$	2,786	$	4,337
Selling, general and administrative		2,277		2,441		4,683		4,759
Total non-cash stock-based compensation expense	$	3,556	$	4,459	$	7,469	$	9,096

CONTACT:
XenoPort, Inc.
Jackie Cossmon, 408-616-7220
ir@XenoPort.com