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): December 2, 2010

HALOZYME THERAPEUTICS, INC.
__________________________________________
(Exact name of registrant as specified in its charter)

Delaware	001-32335	88-0488686
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
11388 Sorrento Valley Road, San Diego, California		92121
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

Registrant’s telephone number, including area code: 858-794-8889

Not Applicable
______________________________________________
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:

[  ]  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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) (c) and (e). On December 2, 2010, Jonathan E. Lim, M.D. resigned as President, Chief Executive Officer and a member of the Board of Directors of Halozyme Therapeutics, Inc. (the "Company").

On December 2, 2010, the Board appointed Gregory I. Frost, Ph.D., the Company’s current Vice President and Chief Scientific Officer and Director, to serve as the Company’s President and Chief Executive Officer. Dr. Frost, age 39, co-founded the Company in 1999. Additional biographical information relating to Dr. Frost is contained in Item 10 of our Annual Report on Form 10-K for the year ended December 31, 2009, and is incorporated herein by reference. In connection with his promotion, the Board of Directors increased Dr. Frost’s annual salary to $415,000, which had been the salary of the previous CEO. There are no family relationships between Dr. Frost and any director, executive officer or person nominated or chosen to become a director. Dr. Frost does not have a direct or indiect material interest in any transaction or arrangement in which the Company is a participant.

On December 2, 2010, the Company appointed H. Michael Shepard, Ph.D., the Company’s current Vice President, Discovery Research, to serve as the Company’s Vice President and Chief Scientific Officer. Dr. Shepard, age 61, joined the Company in 2009 as Vice President, Discovery Research with extensive experience in the biotechnology industry. Dr. Shepard has been a founder or co-founder of several biotechnology companies and his work has included protein therapeutics (Receptor BioLogix, Inc., 2003-2008), small molecules (NewBiotics, Inc., 1997-2002), gene therapy (Canji, Inc./Schering-Plough Corporation, 1992-1997), and monoclonal antibody therapeutics (Genentech, Inc. 1980-1992). While at Genentech, Dr. Shepard participated in many of the early programs that transformed Genentech into a commercial success. Among his most important accomplishments was the description of a key mecha nism by which tumor cells can escape the host immune system. This work led to the discovery of the breast cancer drug Herceptin® (trastuzumab). In 2007, Dr. Shepard shared the Warren Alpert Prize from Harvard Medical School in recognition of this achievement. Dr. Shepard received his bachelor’s degree in zoology from the University of California, Davis and his Ph.D. in Molecular, Cellular and Developmental Biology from Indiana University. Dr. Shepard was also a postdoctoral fellow at Indiana University, supported by the Damon Runyon Cancer Research Foundation. There are no family relationships between Dr. Shepard and any director, executive officer or person nominated or chosen to become a director. Dr. Shepard does not have a direct or indirect material interest in any transaction or arrangement in which the Company is a participant.

On December 2, 2010, Robert L. Little resigned as the Company’s Vice President and Chief Commercial Officer.

In connection with Dr. Lim’s resignation from the Company, the Company and Dr. Lim entered into a Separation Agreement and Release (the "Lim Separation Agreement"). Pursuant to the terms of the Lim Separation Agreement, in exchange for a release of claims and Dr. Lim’s assistance (when reasonably requested by the Company) through March 31, 2011 in the transition of his responsibilities to Dr. Frost, the Company will provide Dr. Lim with salary continuation for a period of one year and will reimburse Dr. Lim for twelve months of COBRA premiums. These payments to Dr. Lim are generally consistent with the Company’s previously adopted Severance Policy, which is included as an Exhibit to our Annual Report on Form 10-K for the year ended December 31, 2009.

In connection with the resignation of Mr. Little, the Company contemplates entering into an agreement with Mr. Little to obtain reasonable assistance through March 31, 2011, in the transition of his responsibilities to other Halozyme person nel. The Company expects that payments to Mr. Little under this agreement will be generally consistent with the amounts payable to him under the Company's previously adopted Severance Policy, which is included as an Exhibit to our Annual Report on Form 10-K for the year ended December 31, 2009.

On December 3, 2010, the Company issued a press release announcing the resignations of Dr. Lim and Mr. Little and the appointments of Dr. Frost as President and Chief Executive Officer and Dr. Shepard as Vice President and Chief Scientific Officer, which press release is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

Exhibit No. Description
99.1 Press release, dated December 3, 2010

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.

	HALOZYME THERAPEUTICS, INC.
December 8, 2010	By:	Kurt A. Gustafson
		Name: Kurt A. Gustafson
		Title: Vice President and Chief Financial Officer

Exhibit Index

Exhibit No.	Description
99.1	Press release, dated December 3, 2010

EX-99.1

Exhibit 99.1

Halozyme Contact
Robert H. Uhl
Senior Director, Investor Relations
(858) 704-8264
ruhl@halozyme.com

Halozyme Therapeutics Realigns Management

- Gregory I. Frost, Ph.D., appointed president and CEO -

- Jonathan E. Lim, M.D., resigns as president, CEO and director -

- H. Michael Shepard, Ph.D., promoted to chief scientific officer -

SAN DIEGO, December 3, 2010 – Halozyme Therapeutics, Inc. (Nasdaq: HALO), a biopharmaceutical company developing and commercializing products targeting the extracellular, today announced the appointment of Gregory I. Frost, Ph.D., to serve as president and CEO, effective immediately. Jonathan E. Lim, M.D., has resigned as president, CEO and member of the board of directors to pursue other opportunities. H. Michael Shepard, Ph.D., has been promoted to chief scientific officer after having joined the company as vice president of discovery research. The board has also accepted the resignation of Robert J. Little as vice president and chief commercial officer effective immediately.

“On behalf of the entire board I want to express our gratitude for the excellent job that Jonathan Lim has done since joining the company. He has been instrumental in transforming Halozyme from a research company to one with a rich development pipeline and lucrative partnerships. Dr. Lim has served Halozyme well, beginning in 2003, and the board appreciates his contributions to the company’s success,” stated Kenneth J. Kelley, chairman of the board of directors.

“I am pleased by this new role for Dr. Greg Frost. Greg’s scientific experience and integrated understanding of the biological systems at Halozyme’s core combined with his business acumen provide the right leadership for Halozyme’s product strategy,” stated R.J. Kirk, member of the Halozyme board of directors and largest shareholder.

“I am passionate about Halozyme’s future, our proven technology platform, and have confidence in our team to achieve our goals,” stated Gregory I. Frost, Ph.D., Halozyme’s president and CEO. “With the promotion of Mike Shepard to chief scientific officer, our scientific leadership has been placed in the capable hands of a proven biotechnology product innovator.”

 About Halozyme

Halozyme Therapeutics is a biopharmaceutical company developing and commercializing products targeting the extracellular matrix for the endocrinology, oncology, dermatology and drug delivery markets. The company’s product portfolio is based primarily on intellectual property covering the family of human enzymes known as hyaluronidases and additional enzymes that affect the extracellular matrix. Halozyme’s Enhanze^Ô technology is a novel drug delivery platform designed to increase the absorption and dispersion of biologics. The company has key partnerships with Roche to apply Enhanze technology to Roche’s biological therapeutics, including Herceptin^® and MabThera^®, and with Baxter BioScience to apply Enhanze technology to immunoglobulin. Halozyme’s Ultrafast Insulin program combines its rHuPH20 enzyme with mealtime insulins, which may produce more rapid absorption, faster action, and improved glycemic control. The product candidates in Halozyme’s pipeline target multiple areas of significant unmet medical need. For more information visit www.halozyme.com.

Safe Harbor Statement

In addition to historical information, the statements set forth above include forward-looking statements (including, without limitation, statements concerning our potential opportunities and implementation of our strategy) that involve risk and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. The forward-looking statements are also identified through use of the words “believe,” “enable,” “may,” “will,” “could,” “intends,” “estimate,” “anticipate,” “plan,” “predict,” “probable,” “potential,” “possible,” “should,” “continue,” and other words of similar meaning. Actual results could differ materially from the expectations contained in forward-looking statements as a result of several factors, including regulatory approval requirements and competitive conditions. These and other factors that may result in differences are discussed in greater detail in the company’s reports on Forms 10-K, 10-Q, and other filings with the Securities and Exchange Commission.

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