8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): April 5, 2007

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 2.02.    RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

On April 11, 2007, Oscient Pharmaceuticals Corporation (“Oscient”) issued a press release announcing its preliminary financial results for the first quarter ended March 31, 2007. A copy of the press release is furnished with this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference. The press release contains forward-looking statements regarding Oscient and includes cautionary statements identifying important factors that could cause actual results to differ materially from those anticipated.

The information in this Current Report on Form 8-K and the Exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.

ITEM 5.02.    DEPARTURE OF DIRECTORS OR CERTAIN; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

(e) The Compensation Committee of Oscient’s Board of Directors, at a meeting on April 5, 2007, approved performance goals and performance bonus targets for the 2007 fiscal year for each of Steven M. Rauscher, Oscient’s President and Chief Executive Officer, Dominick C. Colangelo, Oscient’s Executive Vice President for Corporate Development and Operations, and Philippe M. Maitre, Oscient’s Senior Vice President and Chief Financial Officer.

Performance bonus payments for 2007 will be based on the achievement of performance measures, which include sales goals for ANTARA^® (fenofibrate) capsules and FACTIVE^® (gemifloxacin mesylate) tablets, cash utilization and net income targets, and corporate development goals. The 2007 target bonus amounts for Messrs. Rauscher, Colangelo and Maitre are 60%, 50% and 40%, respectively, of their 2007 base salary, although each named executive officer may receive up to 1.5 times his target bonus dependent on whether actual performance exceeds the specified objectives. No bonus is payable unless at least 85% of the target sales goals for Oscient’s products are achieved.

The Board of Directors (or the Compensation Committee) retains sole discretion over all matters relating to the potential 2007 bonus payments discussed above, including, without limitation, the decision to pay any bonuses, the amount of each bonus, if any, the ability to increase or decrease any bonus payment and make changes to any performance measures or targets, and discretion over the payment of partial awards in the event of employment termination.

ITEM 9.01.    FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits. The following Exhibit is furnished as part of this Current Report on Form 8-K:

99.1     Press Release issued by Oscient Pharmaceuticals Corporation on April 11, 2007.

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/    PHILIPPE M. MAITRE
	Name: Philippe M. Maitre Title: Senior Vice President and Chief Financial Officer

Date: April 11, 2007

EX-99.1

Exhibit 99.1

Investor Relations:

Christopher Taylor

781-398-2466

Media Relations:

Sarah Emond

781-398-2544

For Immediate Release

Oscient Pharmaceuticals Provides Preliminary Revenue Results for the First Quarter of 2007

— Total revenue increases 100% over Q1 2006 reflecting contribution of ANTARA^® —

Waltham, Mass., April 11, 2007 – Oscient Pharmaceuticals Corporation (Nasdaq: OSCI) today announced preliminary revenue for the first quarter of 2007. The Company expects to record total revenues of approximately $23 million in the first quarter of 2007, compared to $11.0 million in total revenues in the first quarter of 2006, prior to the acquisition of ANTARA^® (fenofibrate) capsules.

During the first quarter of 2007, the Company expects to record approximately $12 million in revenue from ANTARA and approximately $11 million in revenues from FACTIVE^® (gemifloxacin mesylate) tablets. These results compare to $9.2 million in FACTIVE revenue in the first quarter of 2006 and reflect a greater emphasis by the Company’s sales force on FACTIVE during the winter respiratory tract infection season.

The Company expects its total cash, including restricted cash and cash equivalents, as of March 31, 2007, to be approximately $38 million, reflecting a cash position decrease during the first quarter of approximately $7 million.

During the first quarter of 2007, more than 119,000 prescriptions for ANTARA were filled, representing a 5.0% increase in dispensed prescriptions compared to the fourth quarter of 2006. During this same time period, the prescriptions for branded fenofibrates grew 2.2%. The four-week rolling average for ANTARA weekly scripts increased 12%, from 8,150 at the time Oscient acquired ANTARA in August 2006, to more than 9,100 at the end of the first quarter of 2007.

In the first quarter of 2007, approximately 99,000 revenue generating prescriptions for FACTIVE were dispensed. During the first quarter of 2006, 118,000 prescriptions were dispensed, of which approximately 86,500 were revenue generating.

The Company plans to announce financial results for the first quarter of 2007 and host a conference call with investors in early May.

About Oscient Pharmaceuticals

Oscient Pharmaceuticals Corporation is a commercial-stage biopharmaceutical company marketing two FDA-approved products with its national primary care sales force. ANTARA^® (fenofibrate) capsules is indicated for the adjunct treatment of hypercholesterolemia (high blood cholesterol) and hypertriglyceridemia (high triglycerides) in combination with diet. FACTIVE^® (gemifloxacin mesylate) tablets is an antibiotic approved for the treatment of acute bacterial exacerbations of chronic bronchitis and community-acquired pneumonia of mild to moderate severity. Oscient also has a novel, late-stage antibiotic candidate, Ramoplanin, under investigation for the treatment of Clostridium difficile-associated disease (CDAD).

For important information regarding the safety and use of ANTARA and FACTIVE, please see the full prescribing information available at www.antararx.com and www.factive.com.

-more-

Q1 Preliminary Results

April 11, 2007

Page 2 of 2

Forward-Looking Statement

This news release contains forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, including statements with regard to (i) preliminary 2007 first quarter financial results, (ii) the Company’s cash balances as of March 31, 2007, and (iii) the relative contribution to revenue of the Company’s products. 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. These risks include, but are not limited to (a) our ability to successfully commercialize and market ANTARA or FACTIVE due to: the limitations on our resources and experience in the commercialization of products; lack of acceptance by physicians, patients and third party payors; unanticipated safety, product liability, efficacy, or other regulatory issues; delays in recruiting and training sales personnel; problems relating to manufacturing or supply; delays in the supply of products by the third party manufacturers and suppliers on which we rely; inadequate distribution of the products by wholesalers, pharmacies, hospitals and other customers; and competition from other products; (b) whether we will be able to expand the indications for which FACTIVE is approved; (c) the delay in or inability to obtain additional regulatory approvals of our products and product candidates due to negative, inconclusive or insufficient results in ongoing or future clinical trials, the FDA requiring additional information or data, 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 candidate; (d) delays by the FDA; (e) the Company’s inability to raise additional capital on favorable terms or at all and (f) claims against us by third parties, including claims relating to our intellectual property position. Additional factors that could cause actual results to differ materially from those projected or suggested in any forward-looking statements are described under the heading “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ending December 31, 2006 and in other filings that we may make with the Securities and Exchange Commission from time to time.

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