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 26, 2010

AMAG PHARMACEUTICALS, 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.)
100 Hayden Avenue
Lexington, Massachusetts	02421
(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:

o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o   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.

The following information and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, 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, except as expressly set forth by specific reference in such filing.

On April 27, 2010, AMAG Pharmaceuticals, Inc., or the Company, issued a press release regarding its operating results and revenues for the quarter ended March 31, 2010 and its intention to hold a conference call regarding such financial results, business highlights, commercial plans and development programs. A copy of the Company’s press release is furnished herewith as Exhibit 99.1.

Item 5.02.  Departure of Directors or Principal Officers, Election of Directors, Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.

On April 26, 2010, the Company announced the appointment of Gary J. Zieziula as Executive Vice President and Chief Commercial Officer of the Company.  Mr. Zieziula will be responsible for the Company’s commercial organization including sales, managed markets and reimbursement, marketing, market research, commercial analytics, and sales operations.  He will lead the Company’s global commercial strategy in support of the planned label expansion for Feraheme® (ferumoxytol) Injection for intravenous use across all therapeutic indications and imaging applications and evaluate the commercial attractiveness of potential in-licensing opportunities.  Mr. Zieziula will report directly to Brian J.G. Pereira, M.D., the Company’s President and Chief Executive Officer.

Prior to joining the Company, Mr. Zieziula, 55, was the Managing Director, Pharmaceuticals, for Roche (Hellas) S.A., or Roche, in Greece.  Since joining Roche in 2001, he has held several key sales and marketing positions, including Head of Commercial Operations and Specialty Care at Roche USA.  Prior to joining Roche, Mr. Zieziula held positions of Vice President, Sales, Cardiovascular Metabolic Products, as well as Vice President, Managed Health Care Sales and Marketing at Bristol-Myers Squibb, or BMS.  Prior to BMS, he had a 16-year career at Merck & Co., or Merck, where he held several senior commercial roles, including Vice President of Sales and Operations of North America for Merck’s vaccine division.

Mr. Zieziula holds a B.S. in Business Administration from the State University of New York at Buffalo and an M.B.A. from Canisius College, Buffalo, NY.

On April 26, 2010, Mr. Zieziula entered into a three-year employment agreement with the Company in substantially the same form as the Company’s other executive officers and filed as Exhibit 10.15 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2009.  Under the terms of the employment agreement, the Company agreed to pay Mr. Zieziula an annual salary of $385,000 per year.  In addition, Mr. Zieziula is eligible to earn an annual bonus of up to fifty percent (50%) of his base salary per year upon the achievement of certain performance goals determined by the Company’s Board of Directors or the Board’s

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Compensation Committee in consultation with Dr. Pereira. Mr. Zieziula will also receive certain compensation provided for under the Company’s Relocation Policy.

In connection with his employment as Executive Vice President and Chief Commercial Officer, the Board of Directors granted Mr. Zieziula options to purchase 50,000 shares of common stock under the terms and conditions of the Company’s Amended and Restated 2007 Equity Incentive Plan, or the 2007 Plan, at an exercise price of $37.46, the fair market value of a share of common stock on the date of grant.  The options become exercisable in four equal annual installments beginning on the first anniversary of the grant date.  The Board also granted Mr. Zieziula 10,000 restricted stock units under the terms and conditions of the 2007 Plan, which vest in four equal annual installments beginning on the first anniversary of the grant date.

Under the terms of his employment agreement, Mr. Zieziula will receive twelve months of severance pay in the event the Company terminates his employment without “cause” as defined in the agreement or he resigns for “good reason” as defined in the agreement.  In the event of a consummation of a “change of control,” as defined in Mr. Zieziula’s employment agreement, 50% of Mr. Zieziula’s unvested stock options and restricted stock units shall immediately vest. However, in the event that upon a change of control, the Company or the successor to or acquirer of the Company’s business elects not to assume all the then unvested outstanding stock options, restricted stock units and other equity incentives that were granted to Mr. Zieziula prior to the change of control, such securities will become vested in full as of the date of the change of control.  In the event that Mr. Zieziula is terminated for any reason by the Company (or its successor) within one year following such “change in control” the remaining fifty percent (50%) of Mr. Zieziula’s unvested stock options or restricted stock units become immediately vested in full.

On April 27, 2010, the Company issued a press release regarding the employment of Mr. Zieziula. The Company’s press release is filed as Exhibit 99.2 to this report and is incorporated herein by reference.

Item 9.01.  Financial Statements and Exhibits.

(d)  Exhibits.

The Company hereby files or furnishes, as applicable, the following exhibits:

99.1Press Release dated April 27, 2010.

99.2Press Release dated April 27, 2010.

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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.

AMAG PHARMACEUTICALS, INC.
By:	/s/ Joseph L. Farmer
	Joseph L. Farmer
	General Counsel and Senior Vice
	President of Legal Affairs
Date: April 27, 2010

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EXHIBIT INDEX

Exhibit  Number	Description
99.1	Press Release dated April 27, 2010.
99.2	Press Release dated April 27, 2010.

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EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

AMAG Pharmaceuticals Announces First Quarter 2010 Financial Results

LEXINGTON, MA (April 27, 2010) — AMAG Pharmaceuticals, Inc. (NASDAQ: AMAG), a biopharmaceutical company focused on the development and commercialization of a therapeutic iron compound to treat iron deficiency anemia and novel imaging agents to aid in the diagnosis of cancer and cardiovascular disease, today reported unaudited consolidated financial results for the first quarter ended March 31, 2010.

Business Highlights

·In January 2010, AMAG successfully completed a follow-on offering of 3.6 million shares of common stock, with net proceeds to the Company of approximately $165.6 million.

·On March 31, 2010, AMAG entered into a strategic collaboration with Takeda Pharmaceutical Company for Feraheme® (ferumoxytol) Injection for intravenous use in all therapeutic indications in select ex-US territories, including Europe. AMAG received a $60 million upfront payment and is eligible to receive up to $220 million in development and commercial milestones. Additionally, AMAG will receive tiered, double-digit royalties based on net sales of Feraheme in the licensed territories.

·During the first quarter, AMAG initiated enrollment in a clinical trial, the ferumoxytol compared to iron sucrose trial (FIRST), in 150 patients with chronic kidney disease and iron deficiency anemia to support the European regulatory filing for Feraheme.

Feraheme Launch Highlights

·AMAG reported first quarter 2010 Feraheme net product revenues of $13.1 million, including $2.2 million of previously deferred product revenues.

·For the first three months of 2010, Feraheme provider demand(1), which reflects purchases of Feraheme by providers from wholesalers and distributors as reported by IMS Health, plus launch incentive program utilization, which is reported by Feraheme launch incentive customers to AMAG, increased 57% as compared to the last three months of 2009, with growth achieved in both the dialysis and non-dialysis segments.  Feraheme inventory levels at wholesalers and

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distributors on a grams basis were essentially unchanged from December 31, 2009 to March 31, 2010.

·AMAG estimates approximately 60% of Feraheme provider demand in the first three months of 2010 was outside of the dialysis setting, with hospitals and hematology clinics representing the majority of this demand(1).

·Through the first three months of 2010, approximately 1,700 providers have purchased Feraheme, with greater than 67% having purchased on a repeat basis(1).

·In the first quarter of 2010, more than 585 providers purchased Feraheme for the first time; 75% of these new buyers were hematology clinics and hospitals(1).

“In the first few months of 2010, we have made great progress towards achieving our corporate objectives for the year,” said Brian J.G. Pereira, MD, President and Chief Executive Officer of AMAG Pharmaceuticals, Inc.  “Today, we are well positioned to continue the successful commercialization of Feraheme within the CKD indication, advance our efforts to expand the Feraheme label to a broader iron deficiency anemia indication, and extend the global reach of Feraheme through our strategic alliance with Takeda.”

As of March 31, 2010, the Company’s cash, cash equivalents, investments and settlement rights associated with certain auction rate securities totaled $283.0 million. In addition, AMAG received the $60 million upfront payment from Takeda in April 2010, which is therefore not included in the Company’s cash balance as of March 31, 2010.

Revenues for the quarter ended March 31, 2010 were $13.3 million as compared to revenues of $1.0 million for the same period in 2009.  The increase in revenues in 2010 over the comparable 2009 period was attributable to Feraheme product sales following its FDA approval and subsequent launch in July 2009.

Total operating costs and expenses for the quarter ended March 31, 2010 were $36.8 million as compared to $28.9 million for the same period in 2009. The increase in operating costs and expenses in 2010 over the comparable 2009 period was primarily due to increased selling, general and administrative expenses associated with the commercialization of Feraheme.

The Company reported a net loss of $23.1 million, or a loss of $1.15 per basic and diluted share, for the quarter ended March 31, 2010, as compared to a net loss of $26.4 million, or a loss of $1.55 per basic and diluted share, for the same period in 2009.

Conference Call and Webcast Access

AMAG Pharmaceuticals, Inc. will host a webcast with slides and conference call today at 4:30 p.m. ET to discuss the company’s financial results, business highlights, commercial plans and development programs.

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To access the conference call via telephone, please dial (877) 412-6083 from the United States or (702) 495-1202 for international access.  A telephone replay will be available from approximately 6:30 p.m. ET on April 27, 2010 through midnight April 29, 2010.  To access a replay of the conference call, dial (800) 642-1687 from the United States or (706) 645-9291 for international access.  The passcode for the live call and the replay is 70132254.

The call will be webcast with slides and accessible through the Investors section of the Company’s website at www.amagpharma.com.  The webcast replay will be available from approximately 6:30 p.m.  ET on April 27, 2010 through midnight May 27, 2010.

About AMAG Pharmaceuticals, Inc.

AMAG Pharmaceuticals, Inc. is a biopharmaceutical company that utilizes its proprietary technology for the development and commercialization of a therapeutic iron compound to treat iron deficiency anemia and novel imaging agents to aid in the diagnosis of cancer and cardiovascular disease.  On June 30, 2009, AMAG received approval from the U.S. Food and Drug Administration to market Feraheme® (ferumoxytol) Injection for intravenous (IV) use for the treatment of iron deficiency anemia in adult chronic kidney disease patients.  For additional company and product information, please visit www.amagpharma.com.

Forward Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other federal securities laws. Any statements contained herein which do not describe historical facts, including but not limited to, statements regarding our estimate of Feraheme provider demand in the first quarter of 2010 outside of the dialysis setting, the fact that we are well-positioned to continue the successful commercialization of Feraheme within the CKD indication, progress our efforts to expand the Feraheme label to the broader iron deficiency anemia indication, and  extend the global reach of Feraheme through our strategic alliance with Takeda are forward looking statements which 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: (1) uncertainties regarding our ability to successfully compete in the intravenous iron replacement market both in the U.S. and outside the U.S., (2) uncertainties regarding our ability to successfully and timely complete our clinical development programs and obtain regulatory approval for Feraheme in territories outside of the U.S., (3) the fact that we have limited experience developing and commercializing a pharmaceutical product on our own or with a partner like Takeda, particularly outside of the U.S., (4) uncertainties regarding our ability to ensure favorable coverage, pricing and reimbursement for Feraheme, (5) uncertainties regarding our ability to manufacture Feraheme, (6) uncertainties relating to our patents and proprietary rights, (7) the fact that significant safety or drug interaction problems could arise with respect to Feraheme, and (8) other risks identified in our Securities and Exchange Commission filings, including our Annual Report on Form 10-K for the year ended December 31, 2009. We caution you 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.

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AMAG Pharmaceuticals, Inc.

Condensed Consolidated Statements of Operations

(unaudited, amounts in thousands, except for per share data)

	Three Months Ended March 31,
	2010			2009
Revenues	$	13,306		$	956
Operating costs and expenses (1):
Cost of product sales	1,010			61
Research and development expenses	12,368			11,072
Selling, general and administrative expenses	23,456			17,750
Total operating costs and expenses	36,834			28,883
Operating loss	(23,528		)	(27,927		)
Interest and dividend income, net	471			1,256
Other income (expense)	4			69
Net loss before income taxes	(23,053		)	(26,602		)
Income tax benefit	—			179
Net loss	$	(23,053	)	$	(26,423	)
Net loss per share - basic and diluted:	$	(1.15	)	$	(1.55	)
Weighted average shares outstanding used to compute net loss per share:
Basic and diluted	19,985			17,021

(1) Stock-based compensation included in operating costs and expenses:
Cost of product sales	$	75	$	—
Research and development	1,205		1,095
Selling, general and administrative	3,021		2,407

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AMAG Pharmaceuticals, Inc.

Condensed Consolidated Balance Sheets

(unaudited, amounts in thousands)

	March 31, 2010		December 31, 2009
Cash and cash equivalents	$	212,747	$	50,126
Short-term investments and settlement rights	21,832		30,366
Accounts receivable	15,004		27,350
Inventories	12,041		9,415
Receivable from collaboration	60,000		—
Other current assets	4,900		5,472
Total current assets	326,524		122,729
Net property, plant & equipment	12,064		12,417
Long-term investments	48,432		49,013
Other assets	460		460
Total assets	$	387,480	$	184,619
Accounts payable	$	4,146	$	5,432
Accrued expenses	20,515		21,931
Deferred revenues - short term	14,258		10,198
Total current liabilities	38,919		37,561
Deferred revenues - long term	55,000		1,000
Other long term liabilities	3,011		3,081
Total long term liabilities	58,011		4,081
Total stockholders’ equity	290,550		142,977
Total liabilities and stockholders’ equity	$	387,480	$	184,619

Feraheme is a registered trademark of AMAG Pharmaceuticals, Inc.

(1) IMS Health DDD data through the period ending April 2, 2010.

AMAG Pharmaceuticals, Inc. Contacts

Amy Sullivan, 617-498-3303

Carol Miceli, 617-498-3361

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EX-99.2

Exhibit 99.2

FOR IMMEDIATE RELEASE

AMAG Pharmaceuticals, Inc.  Appoints

Gary J. Zieziula as Executive Vice President and Chief Commercial Officer

LEXINGTON, MA ( April 27, 2010) — AMAG Pharmaceuticals, Inc. (NASDAQ: AMAG), a biopharmaceutical company focused on the development and commercialization of a therapeutic iron compound to treat anemia and novel imaging agents to aid in the diagnosis of cancer and cardiovascular disease today announced the appointment of Gary J. Zieziula as Executive Vice President and Chief Commercial Officer.  In this newly created position, Mr. Zieziula will be responsible for the company’s commercial organization including sales, managed markets and reimbursement, marketing, market research, commercial analytics, and sales operations.  He will lead the company’s global commercial strategy in support of the planned label expansion for Feraheme® (ferumoxytol) Injection for intravenous (IV) use across all therapeutic indications and imaging applications and evaluate the commercial attractiveness of potential in-licensing opportunities.  Mr. Zieziula will report directly to Brian J.G. Pereira, M.D., President and CEO.

Mr. Zieziula has over 25 years of pharmaceutical experience, most recently serving as the Managing Director, Pharmaceuticals for Roche (Hellas)  S.A. in Greece.  Since joining Roche in 2001, he has held several key sales and marketing positions, including Head of Commercial Operations, Specialty Care at Roche USA, where he was responsible for oncology, transplant, anti-infectives and antivirals/HIV products, which together had total annual revenues exceeding $2.5 billion during Mr. Zieziula’s tenure.

“Gary’s global experience in commercializing a broad range of therapeutic products will serve AMAG well as we look to expand the label for Feraheme,” said Brian J. G. Pereira, M.D., President and Chief Executive Officer of AMAG Pharmaceuticals, Inc.  “The addition of Gary further strengthens our management team as we seek to unlock the value of Feraheme for patients with iron deficiency anemia with or without chronic kidney disease around the world, as well as the potential of ferumoxytol as an imaging agent.”

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100 Hayden Avenue, Lexington, MA 02421 (617) 498-3300  www.amagpharma.com

Prior to joining Roche, Mr. Zieziula held positions of Vice President Sales, Cardiovascular Metabolic Products, as well as Vice President, Managed Health Care Sales and Marketing at Bristol-Myers Squibb (BMS).   Prior to BMS, he had a 16-year career at Merck & Co. where he held several senior commercial roles, including Vice President of Sales and Operations of North America for Merck’s Vaccine division.

Mr. Zieziula holds a B.S. in Business Administration from the State University of New York at Buffalo and an M.B.A. from Canisius College, Buffalo, NY.

About AMAG Pharmaceuticals, Inc.

AMAG Pharmaceuticals, Inc. is a biopharmaceutical company that utilizes its proprietary technology for the development and commercialization of a therapeutic iron compound to treat iron deficiency anemia and novel imaging agents to aid in the diagnosis of cancer and cardiovascular disease.  On June 30, 2009, AMAG received approval from the U.S. Food and Drug Administration to market Feraheme® (ferumoxytol) Injection for intravenous (IV) use for the treatment of iron deficiency anemia in adult chronic kidney disease patients.  For additional company and product information, please visit www.amagpharma.com.

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other federal securities laws. Any statements contained herein which do not describe historical facts, including but not limited to, statements regarding our planned label expansion of Feraheme and Mr. Zieziula’s role in support of that planned expansion, and the potential of ferumoxytol as an imaging agent, are forward looking statements which 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: (1) uncertainties regarding our ability to successfully compete in the intravenous iron replacement market both in the U.S. and outside the U.S., (2) uncertainties regarding our ability to successfully and timely complete our clinical development programs and obtain regulatory approval for Feraheme in territories outside of the U.S., (3) the fact that we have limited experience developing and commercializing a pharmaceutical product on our own or with a partner like Takeda, particularly outside of the U.S., (4) uncertainties regarding our ability to ensure favorable coverage, pricing and reimbursement for Feraheme, (5) uncertainties regarding our ability to manufacture Feraheme, (6) uncertainties relating to our patents and proprietary rights, (7) the fact that significant safety or drug interaction problems could arise with respect to Feraheme, and (8) other risks identified in our Securities and Exchange Commission filings, including our Annual Report on Form 10-K for the year ended December 31, 2009. We caution you 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.

Feraheme is a registered trademark of AMAG Pharmaceuticals, Inc.

AMAG Pharmaceuticals Contacts:

Amy Sullivan, 617-498-3303

Carol Miceli, 617-498-3361

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