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): January 1, 2005

OSCIENT PHARMACEUTICALS CORPORATION

(Exact name of registrant as specified in its charter)

Massachusetts	0-10824	04-2297484
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

1000 Winter Street, Suite 2200

Waltham, Massachusetts 02451

(Address of principal executive offices, including zip code)

(781) 398-2300

(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 (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.

Effective January 1, 2005, Oscient Pharmaceuticals Corporation (the “Company”) appointed Dominick Colangelo as Senior Vice President, Corporate Development and Operations and Antonius Bunt as Senior Vice President, Clinical Development and Medical Affairs. The parties have agreed to the employment terms described below and the Company expects to enter into definitive employment agreements with Mr. Colangelo and Dr. Bunt in the near future.

Pursuant to his employment arrangement, Mr. Colangelo will be paid a base salary of $305,000 per year with a one time signing bonus of $100,000. Mr. Colangelo will also be eligible to receive an annual bonus, to be determined by the Compensation Committee of the Board of Directors, of up to 40% of his base salary. The Company has granted Mr. Colangelo an option to purchase 250,000 shares of the Company’s common stock at an exercise price equal to the market price of the Company’s common stock at the commencement of his employment. This option will vest annually over four years. The Company has also agreed to reimburse Mr. Colangelo for reasonable moving expenses up to $125,000.

Mr. Colangelo’s employment agreement will provide for a severance payment equal to 9 months of base salary plus a pro-rata portion of his annual bonus in the event that Mr. Colangelo’s employment is terminated without “cause” (as defined in the employment agreements) or he terminates his employment for “good reason” (as defined in the employment agreements). If such termination occurs within two years following a “change of control” (as defined in the employment agreements) the severance payment will be equal to 12 months of base salary plus a pro-rata portion of his annual bonus and all of Mr. Colangelo’s unvested options and restricted shares will immediately vest and remain exercisable until the lesser of two years or the final exercise date of the option.

Dr. Bunt will be paid a base salary of $275,000 per year with a one time signing bonus of $50,000. Dr. Bunt will also be eligible to receive an annual bonus, to be determined by the Compensation Committee of the Board of Directors, of up to 40% of his base salary. The Company has granted Dr. Bunt an option to purchase 200,000 shares of the Company’s common stock at an exercise price equal to the market price of the Company’s common stock at the commencement of his employment. This option will vest annually over four years. The Company has also agreed to reimburse Dr. Bunt for reasonable moving expenses up to $100,000.

Dr. Bunt’s employment agreement will provide for a severance payment equal to 9 months of base salary plus a pro-rata portion of his annual bonus in the event that Dr. Bunt’s employment is terminated without “cause” (as defined in the employment agreements) or he terminates his employment for “good reason” (as defined in the employment agreements). If such termination occurs within two years following a “change of control” (as defined in the employment agreements) the severance payment will be equal to 12 months of base salary plus a pro-rata portion of his annual bonus and all of Dr. Bunt’s unvested options and restricted shares will immediately vest and remain exercisable until the lesser of two years or the final exercise date of the option.

The employment agreements with Mr. Colangelo and Dr. Bunt will be filed as exhibits to the Company’s Form 10-K for the year ending December 31, 2004. The Company issued a press release announcing the appointment of Mr. Colangelo on January 4, 2005 and a press release announcing the appointment of Dr. Bunt on January 6, 2005. Copies of these press releases are filed with this Current Report on Form 8-K as Exhibits 99.1 and 99.2.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(c) Exhibits

99.1 Press Release issued by Oscient Pharmaceuticals Corporation on January 4, 2005.

99.2 Press Release issued by Oscient Pharmaceuticals Corporation on January 6, 2005.

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.

OSCIENT PHARMACEUTICALS CORPORATION
By:	/s/ Stephen Cohen
Name:	Stephen Cohen
Title:	Senior Vice President and Chief Financial Officer

Date: January 6, 2005

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release issued by Oscient Pharmaceuticals Corporation on January 4, 2005.
99.2	Press Release issued by Oscient Pharmaceuticals Corporation on January 6, 2005.

EX-99.1

Exhibit 99.1

Investor Contact:

Christopher Taylor

781-398-2466

Media Contact:

Sarah Emond

781-398-2544

For Immediate Release:

Oscient Pharmaceuticals Hires Nick Colangelo as Senior Vice President of Corporate Development and Operations

— Former Eli Lilly executive brings decade of corporate development and pharmaceutical experience to Oscient —

Waltham, Mass., January 4, 2005 – Oscient Pharmaceuticals Corporation (Nasdaq: OSCI) has added Nick Colangelo, Esq., as Senior Vice President for Corporate Development and Operations to its executive leadership team. Mr. Colangelo brings a wealth of experience to this position, most recently from Eli Lilly and Company where he served as Managing Director of Lilly Ventures and previously as Director, Strategy and Business Development for Lilly’s Diabetes and Growth Disorders Products group.

“Nick’s extensive experience launching successful healthcare enterprises and evaluating strategic growth opportunities for a key Lilly franchise will be a tremendous asset to Oscient,” stated Steven M. Rauscher, President and CEO of Oscient Pharmaceuticals. “With his insight into the current pharmaceutical landscape and his legal training, Nick brings a unique perspective and dimension to our management team that will support the continued growth and success of Oscient.”

Mr. Colangelo will lead Oscient’s licensing, partnering, merger and acquisition and strategic planning activities as well as the corporate quality and compliance, intellectual property and legal teams. As Managing Director of Lilly Ventures, Mr. Colangelo oversaw Lilly’s $175 million venture capital fund and orchestrated strategic investments in numerous emerging healthcare companies. During his strategy and business development career at Lilly, he established himself as an integral component of several cross-functional initiatives aimed at maximizing product launches and successes in the Diabetes and Growth Disorders Products group. Mr. Colangelo serves on the Board of Trustees for the National Childhood Cancer Foundation and has served as a member of the board of directors of several private healthcare companies. Mr. Colangelo began his career as a practicing attorney and is a graduate of the Duke University School of Law. He received his bachelor’s degree from the State University of New York at Buffalo, where he graduated magna cum laude.

About Oscient Pharmaceuticals

Oscient Pharmaceuticals Corporation is a biopharmaceutical company committed to the clinical development and commercialization of novel therapeutics to address unmet medical needs. The Company is marketing FACTIVE^® (gemifloxacin mesylate) tablets, approved by the FDA for the treatment of acute bacterial exacerbations of chronic bronchitis and community-acquired pneumonia of mild to moderate severity. In addition to the oral tablet form, Oscient Pharmaceuticals is developing an investigational FACTIVE intravenous formulation for hospitalized patients. The Company has a novel antibiotic candidate, Ramoplanin, in advanced clinical development for the treatment of Clostridium difficile- associated diarrhea (CDAD). The Company’s preclinical program includes an oral peptide deformylase (PDF) inhibitor series, under preclinical development for community-based respiratory tract infections.

Forward-Looking Statement

This news release may contain forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements represent our management’s judgment regarding future events. Forward-looking statements typically are identified by use of terms such as “may,” “will,” “should,” “plan,” “expect,” “intend,” “anticipate,” “estimate,” and similar words, although some forward-looking statements are expressed differently. We do not plan to update these forward-looking statements. You should be aware that our actual results could differ materially from those contained in the forward-looking statements due to a number of risks affecting our business. Our business is significantly dependent upon our ability to launch the commercial sale of FACTIVE^® tablets, and, due to the limitations on our resources and experience in commercializing products, there can be no assurance that we will be able to successfully launch FACTIVE tablets. Even if we succeed in launching FACTIVE tablets, a number of factors could negatively affect the success of FACTIVE tablets, including lack of acceptance by physicians, patients and third party payors, unanticipated safety, efficacy, or other regulatory issues, problems relating to manufacturing or supply, inadequate distribution of our products by wholesalers, pharmacies, hospitals and other customers and competition from other products. It is also uncertain whether we will be able to expand the indications for which FACTIVE tablets are approved or obtain approval to sell our lead product candidate, Ramoplanin. Factors which may prevent or delay us in obtaining additional regulatory approvals of our products and product candidates include, negative, inconclusive or insufficient results in ongoing or future clinical trials, delays in the progress of ongoing clinical trials, safety concerns arising with respect to our products or product candidates and disputes with the third parties from whom we license our products or product candidates. We are also subject to the risk that our business and the business of GeneSoft Pharmaceuticals will not be integrated successfully and the significant costs related to the integration. Our business could also be negatively affected due to our inability or the inability of our alliance partners to successfully develop and commercialize products based on our discoveries. Additional factors that could cause actual results to differ materially from those projected or suggested in any forward looking statement are set forth in Exhibit 99.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ending November 9, 2004 and in other filings that we may make with the Securities and Exchange Commission from time to time.

###

EX-99.2

Exhibit 99.2

Investor Contact:

Christopher Taylor

781-398-2466

Media Contact:

Sarah Emond

781-398-2544

For Immediate Release

Oscient Pharmaceuticals Hires Ton Bunt, M.D., Ph.D., as Senior Vice President, Clinical Development and Medical Affairs

— Merck and Novartis veteran to direct strategic expansion of product pipeline —

Waltham, Mass., January 6, 2005 – Oscient Pharmaceuticals Corporation (Nasdaq: OSCI) has named Ton Bunt, M.D., Ph.D., to the position of Senior Vice President, Clinical Development and Medical Affairs. Dr. Bunt joins Oscient with over 20 years of healthcare experience, having spent ten years in the pharmaceutical industry serving in increasingly strategic roles at Merck and Novartis.

“Ton brings a diverse business and scientific background to Oscient Pharmaceuticals. As the medical head of Merck’s hypertension franchise and as a group medical officer at Novartis, Ton has extensive experience with the essential functions of his new role, including product development, commercialization and marketing,” stated Steven M. Rauscher, President and CEO of Oscient Pharmaceuticals. “With his impressive background, entrepreneurial experience and leadership credentials, Ton will provide valuable insight into the direction and execution of the mission of our Company.”

At Oscient, Dr. Bunt will be responsible for directing new product development, clinical development and regulatory affairs, as well as for collaborating on commercialization strategies, in-licensing activities and scientific communications. As the scheduled end of his tenure approaches, Dr. Gary Patou, Oscient’s Chief Medical Officer, will work closely with Dr. Bunt while gradually transitioning responsibilities. Beginning in April and continuing at least through the end of this year, Dr. Patou will be a key consultant to Oscient.

While Senior Medical Director of Merck’s hypertension group, Dr. Bunt grew the cardiovascular business through product life cycle management, the design and implementation of strategic comparator clinical trials and development of key opinion leader relationships. Previously, Dr. Bunt worked at Novartis as the Group Medical Officer of Corporate Marketing where he spearheaded post-marketing clinical trials aimed at broadening product positioning for several products across six therapeutic areas. Upon receiving his M.B.A., Dr. Bunt founded BuntAssociates, LLC, a business consulting firm which successfully helped companies translate underutilized intellectual property into value through license or sale. After receiving his M.D. at the University of Leiden in The Netherlands, Dr. Bunt started his career in surgery, where he led a large clinical trial comparing Western and Japanese surgical techniques for the treatment of patients with stomach cancer. He also earned a Ph.D. from the University of Leiden and later earned an M.B.A. from the Wharton School at the University of Pennsylvania.

About Oscient Pharmaceuticals

Oscient Pharmaceuticals Corporation is a biopharmaceutical company committed to the clinical development and commercialization of novel therapeutics to address unmet medical needs. The Company

is marketing FACTIVE^® (gemifloxacin mesylate) tablets, approved by the FDA for the treatment of acute bacterial exacerbations of chronic bronchitis and community-acquired pneumonia of mild to moderate severity. In addition to the oral tablet form, Oscient Pharmaceuticals is developing an investigational FACTIVE intravenous formulation for hospitalized patients.

The Company has a novel antibiotic candidate, Ramoplanin, in advanced clinical development for the treatment of Clostridium difficile-associated diarrhea (CDAD). The Company’s preclinical program includes an oral peptide deformylase (PDF) inhibitor series, under preclinical development for community-based respiratory tract infections.

Forward-Looking Statement

This news release may contain forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements represent our management’s judgment regarding future events. Forward-looking statements typically are identified by use of terms such as “may,” “will,” “should,” “plan,” “expect,” “intend,” “anticipate,” “estimate,” and similar words, although some forward-looking statements are expressed differently. We do not plan to update these forward-looking statements. You should be aware that our actual results could differ materially from those contained in the forward-looking statements due to a number of risks affecting our business. Our business is significantly dependent upon our ability to launch the commercial sale of FACTIVE^® tablets, and, due to the limitations on our resources and experience in commercializing products, there can be no assurance that we will be able to successfully launch FACTIVE tablets. Even if we succeed in launching FACTIVE tablets, a number of factors could negatively affect the success of FACTIVE tablets, including lack of acceptance by physicians, patients and third party payors, unanticipated safety, efficacy, or other regulatory issues, problems relating to manufacturing or supply, inadequate distribution of our products by wholesalers, pharmacies, hospitals and other customers and competition from other products. It is also uncertain whether we will be able to expand the indications for which FACTIVE tablets are approved or obtain approval to sell our lead product candidate, Ramoplanin. Factors which may prevent or delay us in obtaining additional regulatory approvals of our products and product candidates include, negative, inconclusive or insufficient results in ongoing or future clinical trials, delays in the progress of ongoing clinical trials, safety concerns arising with respect to our products or product candidates and disputes with the third parties from whom we license our products or product candidates. We are also subject to the risk that our business and the business of GeneSoft Pharmaceuticals will not be integrated successfully and the significant costs related to the integration. Our business could also be negatively affected due to our inability or the inability of our alliance partners to successfully develop and commercialize products based on our discoveries. Additional factors that could cause actual results to differ materially from those projected or suggested in any forward looking statement are set forth in Exhibit 99.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ending November 9, 2004 and in other filings that we may make with the Securities and Exchange Commission from time to time.

###