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 2, 2007

ADVANCED MAGNETICS, INC.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

0-14732	04-2742593
(Commission File Number)	(IRS Employer Identification No.)
125 CambridgePark Drive, 6th Floor
Cambridge, Massachusetts	02140
(Address of principal executive offices)	(Zip Code)

(617) 498-3300

(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:

¨ 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 Principal Officers, Election of Directors, Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.

On April 2, 2007, Advanced Magnetics, Inc., or the Company, announced that Jerome Goldstein, the Executive Chairman of the Company, intends to retire as an officer and as a director of the Company effective as of May 1, 2007. In connection with Mr. Goldstein’s retirement, the Company and Mr. Goldstein entered into a separation agreement, a copy of which is filed as Exhibit 10.1 and is incorporated by reference herein.

Also on April 2, 2007, the Company announced that Mark Skaletsky, a member of the Board of Directors of the Company, will assume the role of Chairman of the Board, effective as of Mr. Goldstein’s retirement.

On April 2, 2007, the Company issued a press release regarding the retirement of Mr. Goldstein. The Company’s press release is filed as Exhibit 99.1 to this report and is incorporated herein by reference.

ITEM 9.01.   FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits.

The Company hereby files the following exhibits:

10.1	Separation Agreement, dated April 2, 2007, by and between the Company and Jerome Goldstein.
99.1	Press release, dated April 2, 2007.

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 thereunto duly authorized.

ADVANCED MAGNETICS, INC.
By: /s/ Joseph L. Farmer
	Joseph L. Farmer
	General Counsel and Vice President of
	Legal Affairs

Date: April 6, 2007

EXHIBIT INDEX

Exhibit Number	Description
10.1	Separation Agreement, dated April 2, 2007, by and between the Company and Jerome Goldstein.
99.1	Press release, dated April 2, 2007.

EX-10.1

Exhibit 10.1

April 2, 2007

Mr. Jerome Goldstein

282 Buckminster Road

Brookline, MA 02445

Dear Jerry:

In consideration for your long-term contributions to Advanced Magnetics, Inc. (the “Company”) and in connection with the termination of your employment, this letter agreement outlines and confirms the terms and conditions of severance being offered to you as a result of your separation from employment with the Company.

1.Termination. Your employment with the Company will terminate as of 9:00 a.m. on May 1, 2007 (the “Separation Date”). You hereby resign as a member of the Board of Directors effective as of 9:00 a.m. on the Separation Date.

2.Severance Payment and Stock Options. Upon expiration of the revocation period set forth in Section 6, the Company will promptly pay you $85,000 in a lump sum, minus tax withholdings as required by law, in accordance with your written instructions. Prior to the Separation Date and effective upon the expiration of the revocation period set forth in Section 6, the Board will accelerate the vesting of your November 7, 2006 stock option grant so that options to purchase 25,000 shares of the Company’s common stock become vested and immediately exercisable. In addition, the option agreement with respect to such November 7, 2006 grant shall be amended to make the vested portion of such option grant exercisable until December 31, 2007.

3.Other Payments. No later than on the Company’s next payroll cycle, the Company will pay you all accrued but unpaid salary as of the Separation Date and the balance of your vacation days accrued but not yet taken as of the Separation Date, all minus tax withholdings as required by law. You shall not receive any other payments, perks or benefits from the Company.

4.Confidential Information; Return of Company Property. You agree to treat as strictly confidential all proprietary and other confidential information of the Company, and to not at any time, without the Company’s prior written consent, reveal or disclose to any person outside of the Company, or use for your own benefit or for the benefit of any other person or entity, any confidential information concerning the Company’s business, clients, or employees. Confidential information includes, without limitation, financial information, reports, forecasts, intellectual property, trade secrets, know-how, clinical trial data, market information and plans, client lists, regulatory matters, prospects and opportunities. All documents, records, materials, computers, software, equipment, office entry keys, credit cards and other physical property, and all copies of the same that have come into your possession or been produced by you in connection with your employment, have been and remain the sole property of the Company.

5.General Release of Claims. In consideration of the promises made in this Agreement, you on behalf of yourself and your heirs, executors, administrators and assigns, hereby release and forever discharge the Company and its parents and affiliates, and each of their respective officers, directors, employees, agents, successors and assigns (the “Released Parties”), from any and all suits, claims, demands, debts, sums of money, damages, interest, attorneys’ fees, expenses, actions, causes of action, judgments, accounts, promises, contracts, agreements, and any and all claims of law or in equity, whether now known or unknown, which you now have or ever have had against the Released Parties, or any of them, including, but not limited to, any claims under Title VII of the Civil Rights Act of 1964, the Americans With Disabilities Act, the Age Discrimination in Employment Act of 1967, the Older Workers Benefit Protection Act, the Family and Medical Leave Act, Mass. G.L. c. 148 and 151B, and any other federal, state or local statute, regulation, ordinance or common law creating employment-related causes of action, and all claims related to or arising out of your employment or your separation from employment with the Company.

6.CONSULTATION WITH COUNSEL; TIME FOR SIGNING; REVOCATION. YOU HAVE THE RIGHT TO AND SHOULD CONSULT WITH AN ATTORNEY OF YOUR OWN CHOICE PRIOR TO SIGNING THIS AGREEMENT. YOU HAVE UNTIL TWENTY-ONE (21) DAYS FROM YOUR RECEIPT OF THIS AGREEMENT TO DECIDE WHETHER TO SIGN IT. YOU WILL HAVE SEVEN (7) DAYS AFTER SIGNING THIS AGREEMENT TO REVOKE YOUR SIGNATURE. IF YOU INTEND TO REVOKE YOUR SIGNATURE, YOU MUST DO SO IN WRITING ADDRESSED AND DELIVERED TO ME PRIOR TO THE END OF THE 7-DAY REVOCATION PERIOD.THIS AGREEMENT SHALL NOT BE EFFECTIVE, AND NEITHER THE COMPANY NOR YOU SHALL HAVE ANY RIGHTS OR OBLIGATIONS HEREUNDER, UNTIL THE EXPIRATION OF THE 7-DAY REVOCATION PERIOD.

7.General Provisions.

a)Severability. You agree that if any of the provisions of this Agreement are declared or determined by any court to be illegal or invalid, the validity of the remaining parts, terms or provisions shall not be affected.

b)Enforcement; Applicable Law; Jurisdiction. This Agreement is intended to operate as a contract under seal and shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts. You hereby agree that any dispute concerning or arising out of this Agreement shall be brought in any court of competent jurisdiction within the Commonwealth of Massachusetts, and you hereby consent to jurisdiction in such courts.

c)Entire Agreement; No Representations. Subject to the provisions of the next sentence, this Agreement constitutes the entire agreement concerning the terms and conditions of your separation from employment with the Company and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, between you and the Company. The Employment Agreement dated as of February 7, 2006 between the Company and you is hereby terminated except for the provisions that impose post-termination obligations on you, which shall continue in full force and effect.

d)Modification and Waiver. This Agreement may be amended or modified only in a writing signed by you and an authorized representative of the Company.

e)Section 409A. It is the intention of the parties that no payment or entitlement pursuant to this Agreement will give rise to any adverse tax consequences to any person pursuant to Section 409A of the Internal Revenue Code of 1986 (the “Code”). Notwithstanding any provision in this Agreement to the contrary, this Agreement shall be interpreted, applied and to the minimum extent necessary, amended, so that this Agreement does not fail to meet, and is operated in accordance with, the requirements of Section 409A of the Code. It is the intent of the parties that any such amendment will give you substantially the same economic value as contained in this Agreement. Any reference in this Agreement to Section 409A of the Code shall also include any proposed, temporary or final regulations, or any other guidance, promulgated with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Service.

f)Press Release. The press release to be issued in connection with the announcement of your separation from the Company shall be subject to our mutual agreement.

Please indicate your understanding and acceptance of this Agreement by signing and returning one copy to me. The other copy is for your records.

Very truly yours,

/s/ Mark Skaletsky

Mark Skaletsky

Lead Director

Accepted and Agreed:

/s/ Jerome Goldstein	Dated: April 2, 2007
Jerome Goldstein

EX-99.1

Exhibit 99.1

ADVANCED MAGNETICS ANNOUNCES RETIREMENT OF FOUNDER JEROME GOLDSTEIN

CAMBRIDGE, MA, (April 2, 2007) -- Advanced Magnetics, Inc. (NASDAQ: AMAG) today announced that Jerome Goldstein, the Executive Chairman of the Board of Directors and founder of the company, will retire as an officer and director of the company effective May 1, 2007. The company's Board of Directors voted to confer on Mark Skaletsky, a member of the Board of Directors, the role of Chairman of the Board effective as of Mr. Goldstein's retirement.

Mr. Goldstein founded Advanced Magnetics in November 1981 and completed its initial public offering in June 1986. Mr. Goldstein commented that "For 25 years, we have developed our iron oxide nanoparticle technology for the benefit of patients. Two early products, Feridex I.V. ® and GastroMARK®, were brought to market and two additional products, Combidex® and ferumoxytol, both of which I believe could have major beneficial impact, are in the wings. We have succeeded in putting together an excellent team capable of accomplishing the company’s objectives going forward. I am 68 years old and the time and situation are appropriate for me to pass the baton on to Brian Pereira. I wish all the employees of Advanced Magnetics continued success."

Advanced Magnetics' President and Chief Executive Officer, Brian J. G. Pereira, MD stated, "Jerry's vision and entrepreneurship led to the founding of Advanced Magnetics and the development of outstanding diagnostic and therapeutic products with the potential to significantly improve patients' lives. He has guided the company ably for 25 years and has been a vital contributor to its success to date, while positioning the company well for future success. We thank Jerry for his invaluable contributions over the years and wish him well in his plans for the future."

About Advanced Magnetics

Advanced Magnetics, Inc. is a developer of superparamagnetic iron oxide nanoparticles used in pharmaceutical products. As a leader in our field, we are dedicated to the development and commercialization of our proprietary nanoparticle technology for use in therapeutic iron compounds to treat anemia, as well as novel imaging agents to aid in the diagnosis of cardiovascular disease and cancer.

Ferumoxytol, the company’s key product candidate, is being developed for use as an intravenous iron replacement therapeutic for the treatment of iron deficiency anemia in chronic kidney disease. The company plans to file a New Drug Application for marketing approval of ferumoxytol with the U.S. Food and Drug Administration during the fourth calendar quarter of 2007.

Combidex®, the company’s second product under development, is an investigational functional molecular imaging agent consisting of iron oxide nanoparticles for use in conjunction with magnetic resonance imaging, or MRI, to aid in the differentiation of cancerous from normal lymph nodes. In March 2005, the company received an approvable letter from the FDA with respect to Combidex, subject to certain conditions.

For more information about us, please visit our website at http://www.advancedmagnetics.com, the content of which is not part of this press release.

This document contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and federal securities laws. Any statements contained in this press release that do not describe historical facts, including but not limited to, statements regarding the potential beneficial impact of Combidex® and ferumoxytol and their potential for significantly improving patients’ lives, ,the company’s potential accomplishment of its objectives going forward and its potential future successes, are forward-looking statements that involve risks and uncertainties that could cause actual results to differ materially from those discussed in such forward-looking statements. Such risks and uncertainties include the following: (1) the possibility that we may not be able to successfully complete the development of ferumoxytol, or may not be able to complete the development in a timely or cost-effective manner, due to deficiencies in the design or oversight by us of these trials, the failure of our trials to demonstrate that ferumoxytol is safe and efficacious, unexpected results from our clinical sites, inadequate performance by third-party service providers involved in the conduct of the clinical trials, or any other factor causing an increase in expenses, a delay and/or a negative effect on the results of the clinical studies for ferumoxytol; (2) uncertainties surrounding the our ability to obtain regulatory approval for ferumoxytol from the FDA; (3) the possibility that the results of past ferumoxytol studies may not be replicated in future studies; (4) the fact that we have limited sales and marketing expertise; (5) uncertainties relating to our patents and proprietary rights; and (6) other risks identified in our Securities and Exchange Commission filings. We caution readers not to place undue reliance on any forward-looking statements which speak only as of the date they are made. We disclaim any obligation to publicly update or revise any such statements to reflect any change in expectations or in events, conditions or circumstances on which any such statements may be based, or that may affect the likelihood that actual results will differ from those set forth in the forward-looking statements.