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): November 3, 2011

AMAG PHARMACEUTICALS, INC.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

001-10865	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:

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

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

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

oPre-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 November 4, 2011 AMAG Pharmaceuticals, Inc., or the Company, issued a press release regarding its operating results and revenues for the quarter ended September 30, 2011 and its intention to hold a conference call to discuss the contents of the press release. A copy of the Company’s press release is furnished herewith as Exhibit 99.1.

Item 2.05.  Costs Associated with Exit or Disposal Activities.

On November 4, 2011, the Company announced a broad restructuring plan to align operating expenses with near-term revenue projections for Feraheme® (ferumoxytol) Injection for Intravenous (IV) use. The plan, including an approximate 25% reduction in positions, is expected to decrease the Company’s operating expenses, excluding cost of goods sold, or COGS, by $20 - $25 million in 2012 as compared to 2011. In addition, the planned completion of the Company’s phase III clinical program for a broad iron deficiency anemia indication is expected to further reduce operating expenses by approximately $20 million in 2012. As a result of these two actions, the Company’s estimated operating expenses, excluding COGS, in 2012 are expected to be $90 - $100 million, of which $50 - $55 million are expected to be selling, general and administrative expenses. The Company expects to end 2012 with $215 - $225 million in cash, cash equivalents and investments, including $33 million in milestone payments related to the expected approval and launch of Feraheme in the EU and Canada.  The Company expects to incur approximately $3.2 million in charges associated with the restructuring, the majority of which are expected to be recognized during the fourth quarter of 2011.  A copy of the Company’s press release is furnished herewith as Exhibit 99.1.

Item 5.02 Departures of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Amendments to Existing Employment Agreements.

On November 3, 2011, the Company entered into an amendment to the existing employment agreement, or the Employment Agreement Amendment, with Brian J.G. Pereira, MD, President and Chief Executive Officer.  The Company intends to enter into identical amendments with each of its other named executive officers, including Frank E. Thomas, Executive Vice President and Chief Financial Officer, Lee F. Allen, M.D., Ph.D., Chief Medical Officer and Executive Vice President of Clinical Development, and Gary Zieziula, Executive Vice President and Chief Commercial Officer.

2

The purpose of the Employment Agreement Amendment is to ensure technical compliance of the employment agreements with Section 409A of the Internal Revenue Code of 1986, as amended, with respect to the timing of releases in connection with any separation of service.

The other provisions of the employment agreements for the Company’s named executive officers remain unchanged from the agreements previously described in and filed with the Company’s Securities and Exchange Commission filings.

A copy of the form of Employment Agreement Amendment is filed herewith as Exhibit 10.1 and is incorporated by reference herein.

Departure of Certain Named Executive Officers.

On November 4, 2011, the Company announced that the employment of each of Brian J.G. Pereira, M.D., President and Chief Executive Officer, and Gary Zieziula, Executive Vice President and Chief Commercial Officer, has terminated, effective as of November 4, 2011.  Dr. Pereira has also resigned from the Company’s Board of Directors effective as of November 4, 2011.

In connection with Dr. Pereira’s departure, the Company entered into a Separation and Consulting Agreement, or the Separation Agreement.  Pursuant to the Separation Agreement, and consistent with the terms of his prior employment agreement with the Company. Dr. Pereira will receive two times his current base salary, payable over a period of two years in equal monthly installments. In addition, Dr. Pereira will be eligible for consideration for a 2011 performance bonus based on the Board of Directors’ final scoring of the Company’s 2011 performance goals after the end of the year.

Dr. Pereira has also agreed to provide certain consulting services until June 30, 2012, which may be extended in the event the Company enters into a definitive agreement with respect to a transaction that would constitute a change in control (as defined in the Separation Agreement) during the consulting period.  In consideration for such services, Dr. Pereira will receive compensation equal to his current base salary rate of $52,500 per month.  Dr. Pereira’s outstanding equity awards will continue to vest under their current vesting schedules through his provision of consulting services to the Company.

Under the Separation Agreement, if a change in control occurs while Dr. Pereira is providing consulting services to the Company, all of Dr. Pereira’s outstanding unvested equity awards will become automatically vested in full, provided that any performance related conditions in such equity awards will remain in effect and unmodified. Additionally, upon such an event, Dr. Pereira will be entitled to a bonus equal to two times his 2011 target performance bonus amount, or $945,000, in total.

A copy of the Separation Agreement is filed herewith as Exhibit 10.2 and is incorporated by reference herein.

3

Pursuant to the terms of Mr. Zieziula’s existing employment agreement with the Company, in connection Mr. Zieziula’s departure, he will receive $385,000 as severance, which is equal to his current base salary, payable over one year in equal monthly installments.

Appointment of Interim Chief Executive Officer

On November 4, 2011, the Company’s Board of Directors appointed Frank E. Thomas, age 41, currently the Company’s Executive Vice President and Chief Financial Officer, to serve as the Company’s Chief Operating Officer and interim President and Chief Executive Officer until the Company has appointed a permanent successor. Mr. Thomas’ appointment as Chief Operating Officer, interim President and interim Chief Executive Officer will be effective as of Dr. Pereira’s resignation date. Mr. Thomas joined the Company in August 2011 as Executive Vice President and Chief Financial Officer. In his current position, Mr. Thomas is primarily responsible for Company’s finance, accounting, treasury and corporate communications functions.

Prior to joining the Company, Mr. Thomas served as Senior Vice President, Chief Operating Officer and Chief Financial Officer for Molecular Biometrics, Inc., or Molecular Biometrics, from 2008 until 2011. Prior to Molecular Biometrics, Mr. Thomas spent four years at Critical Therapeutics, Inc., or Critical Therapeutics, from 2004 until 2008, where he was promoted to President and Chief Executive Officer from the position of Senior Vice President and Chief Financial Officer. Mr. Thomas also served on the Board of Directors of Critical Therapeutics from 2006 to 2008. Prior to 2004, Mr. Thomas was the Chief Financial Officer and Vice President of Finance and Investor Relations at Esperion Therapeutics, Inc. Since 2007, Mr. Thomas has been a member of the Board of Directors of the Massachusetts Biotechnology Council. Mr. Thomas holds a B.B.A. in Business Administration from The University of Michigan, Ann Arbor.

Item 9.01.  Financial Statements and Exhibits.

(d)  Exhibits.

The Company hereby furnishes and/or files the following exhibits:

10.1	Form of Employment Agreement Amendment between the Company and each named executive officer. (filed herewith)
10.2	Separation and Consulting Agreement dated as of November 4, 2011 between the Company and Brian J.G. Pereira, M.D. (filed herewith)
99.1	Press Release dated November 4, 2011. (furnished herewith)
99.2	Copy of Company presentation slides dated November 4, 2011. (furnished herewith)

4

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: November 4, 2011

5

Exhibit Index

10.1	Form of Employment Agreement Amendment between the Company and each named executive officer. (filed herewith)
10.2	Separation and Consulting Agreement dated as of November 4, 2011 between the Company and Brian J.G. Pereira, M.D. (filed herewith)
99.1	Press Release dated November 4, 2011. (furnished herewith)
99.2	Copy of Company presentation slides dated November 4, 2011. (furnished herewith)

6

EX-10.1

Exhibit 10.1

[SECOND] AMENDMENT TO

[SECOND] [AMENDED AND RESTATED] EMPLOYMENT AGREEMENT

THIS [SECOND] AMENDMENT TO [SECOND] [AMENDED AND RESTATED] EMPLOYMENT AGREEMENT (this “[Second] Amendment”) is entered into as of November 3, 2011 by and between AMAG PHARMACEUTICALS, INC., a Delaware corporation with offices at 100 Hayden Avenue, Lexington, MA  02421 (the “Company”), and [Name], of [Address] the (“Employee” or “you”).

WHEREAS, the Company and the Employee are parties to that certain [Second] [Amended and Restated] Employment Agreement, dated as of [Date], [which was amended by the Amendment to Employment Agreement dated February 1, 2011] (as amended, the “Employment Agreement”);

WHEREAS, the Company and the Employee wish to further amend the Employment Agreement to comply with Section 409A of the Internal Revenue Code of 1986, as amended, concerning the timing of the execution of a release and payments made in connection with a separation of service;

NOW THEREFORE, for good and valuable consideration, the receipt of which is hereby acknowledged, the parties agree as follows:

1.Amendment to Section 5(b).  Section 5(b) of the Employment Agreement is hereby amended and the following sentence is added after the last sentence of Section 5(b):

“Notwithstanding anything to the contrary herein, if any of the payments and benefits provided for in this Section 5(b) constitute non-qualified deferred compensation subject to Section 409A and the sixty (60) day period in which you must execute the release begins in one calendar year and ends in another, the payments and benefits provided for in this Section 5(b) shall commence, be made or become effective in the later calendar year.”

2.Amendment to Section 5(c).  Section 5(c) of the Employment Agreement is hereby amended and the following sentence is added after the last sentence of Section 5(c):

“Notwithstanding anything to the contrary herein, if any of the payments and benefits provided for in this Section 5(c) constitute non-qualified deferred compensation subject to Section 409A and the sixty (60) day period in which you must execute the release begins in one calendar year and ends in another, the payments and benefits provided for in this Section 5(b) shall commence, be made or become effective in the later calendar year.”

3.Continuation of Employment Agreement.  Except as specifically amended by this [Second] Amendment, the Employment Agreement shall remain in full force and effect and is hereby ratified and affirmed in all respects.

4.Choice of Law; Jurisdiction.  This [Second] Amendment shall be deemed to be a contract made under the laws of the Commonwealth of Massachusetts, and the validity, interpretation and performance of this [Second] Amendment shall be governed by, and construed in accordance with, the laws of Massachusetts, without regard to conflict of law principles.

5.Counterparts.  This [Second] Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have executed this [Second] Amendment to Employment Agreement as of the day and year first set forth above.

COMPANY:
AMAG PHARMACEUTICALS, INC.
By:
Name:	Joseph L. Farmer
Title:	General Counsel and Senior Vice President of Legal Affairs
EMPLOYEE:
By:
Name:	[Name]

EX-10.2

Exhibit 10.2

November 4, 2011

Brian J. G. Pereira, MD

[Address]

[Address]

Re:Separation and Consulting Agreement

Dear Brian:

This letter sets forth the terms of the separation and consulting agreement (the “Agreement”) that AMAG Pharmaceuticals, Inc. (“AMAG” or the “Company”) and you have agreed to.

1.Separation.  Your last day of service as President and Chief Executive Officer of the Company and “separation from service” with the Company within the meaning of Treasury Regulation Section 1.409A-1(h) (without regard to any permissible alternative definition thereunder) (a “Separation from Service”) will be November 4, 2011 (the “Separation Date”).

2.Board Resignation Date.  You hereby resign as a director on the Company’s Board of Directors (the “Board”) effective as of November 4, 2011.

3.Accrued Salary and Vacation.  On the Separation Date, the Company will pay you all accrued salary, and all accrued and unused vacation earned through the Separation Date (if any), subject to standard payroll deductions and withholdings, and the amount of any unreimbursed business expenses.  You are entitled to these payments whether or not you sign this Agreement.  Additionally, you will remain eligible to receive a performance bonus with respect to the Company’s 2011 fiscal year  in the discretion of the Board based on the achievement during the 2011 fiscal year of the specific and measurable individual and Company performance objectives established previously by the Board.  The Company shall pay such bonus, if any, no later than two and a half months after the end of the 2011 fiscal year.

4.Severance.  As part of this Agreement, provided that you sign this Agreement within twenty-one (21) days and do not revoke the ADEA Waiver as defined in Paragraph 15, the Company will pay you, as severance, twenty-four (24) months of your base salary in effect as of the Separation Date, less applicable taxes and withholdings (the “Severance Payments”).  The Severance Payments shall be paid on the same payroll schedule on which current employees are paid during the twenty-four (24)-month period beginning on the first payroll date following the Effective Date (as defined in Paragraph 15).  Notwithstanding the foregoing, if the Company determines that the Severance Payments or the Change in Control Benefits (as described in Section 6(e) below) constitute “deferred compensation” under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations and other guidance thereunder and any state law of similar effect (collectively “Section 409A”) and you are, as of the Separation Date, a “specified employee” of the Company, as such term is defined in Section 409A(a)(2)(B)(i) of the Code, then, solely to the extent necessary to avoid the incurrence of any adverse personal tax consequences under Section 409A, the timing of the Severance Payments or the Change in Control Benefits shall be delayed until the earlier to occur of: (a) the date that is six months and one day after your Separation from Service or (b) the date of your death (such applicable date, the “Specified Employee Initial Payment Date”).  On the Specified Employee Initial Payment Date, the Company (or the successor entity thereto, if applicable) shall (i) pay to you a lump sum amount equal to

the sum of the Severance Payments or the Change in Control Benefits that you would otherwise have received through the Specified Employee Initial Payment Date if the commencement of the payment of such amounts had not been so delayed pursuant to this paragraph and (ii) commence paying the balance of the Severance Payments or the Change in Control Benefits in accordance with the applicable payment schedule set forth in this Agreement.  The Company has determined that you have incurred a “separation from service” in accordance with Section 409A.

5.Health Care Continuation Coverage.  To the extent provided by the federal COBRA law or, if applicable, state insurance laws (collectively, “COBRA”), and by the Company’s current group health insurance policies, you will be eligible to continue your group health insurance benefits at your own expense after the Separation Date.  You may be able to convert to an individual policy through the provider of the Company’s health insurance, if you wish.

6.Consulting Agreement.  In exchange for your entering into and complying with this Agreement, and provided that this Agreement becomes effective by its terms, the Company agrees to retain you in a consulting role under the terms specified below.

(a)Consulting Period.  The consulting relationship will commence on the Separation Date and continue until June 30, 2012 unless terminated earlier pursuant to Paragraph 6(l) below or extended as specifically provided herein or by agreement of you and the Company (the “Consulting Period”).

(b)Consulting Services.  You agree to provide the consulting services specified on Exhibit B (the “Consulting Services”).  During the Consulting Period, you will report directly to the Chairman of the Board and/or acting Chief Executive Officer.  You agree to exercise the highest degree of professionalism and utilize your expertise and talents in performing these services.  When providing such services, you shall abide by the Company’s policies and procedures.  You agree to make yourself available to perform such consulting services throughout the Consulting Period, up to a maximum of forty (40) hours per month.

(c)Consulting Fees.  During the Consulting Period, you will receive as consulting fee, on a monthly basis, in an amount equal to $52,500 (“Consulting Fee”).  The Consulting Fee shall be paid in a lump sum on the 15th day of each month.

(d)Equity Awards.  As of the Separation Date, the Company will consider your change in status from an employee to a consultant to not constitute a termination of your continuous service or Business Relationship with the Company for purposes of and as defined in the Company’s equity incentive plan (the “Equity Plan”) and the agreements governing your options, restricted stock units and other equity awards as set forth in Exhibit C (collectively, the “Equity Awards”).  As a result, your Equity Awards will continue to vest in accordance with their terms during your continuous service (provided that you remain in compliance with the terms of this Agreement and your Nondisclosure and Developments Agreement dated November 16, 2005 (the “Nondisclosure Agreement”), and vesting of the Equity Awards will cease as of the earlier of either the termination of your continuous service, or the termination of the Consulting Period.  You will be able to exercise your vested stock options within the time period provided in your operative Equity Award agreements with the Company and the Equity Plan.  Note that your stock options may cease to qualify as an “incentive stock option” within the meaning of Section 422 of the Code to the extent such stock option previously would have qualified as an “incentive stock option.”  You are advised to seek tax guidance from your personal tax advisors with regard to the potential change in tax treatment of the stock options if you enter into this Agreement, as well as the other tax-related implications of this Agreement.

(e)Change In Control.  In the event that (i) the Company signs a definitive agreement that, upon closing of the transactions contemplated thereby, would constitute a Change in Control (as defined herein) (a “Definitive CIC Agreement”) during the Consulting Period, and (ii) you comply fully with all of your obligations under all agreements between the Company and you, the Consulting Period will be automatically extended until the earlier of the closing of the Change in Control or termination of the Definitive CIC Agreement.  In the event of a Change in Control, the Company will provide the following: (1) all unvested Equity Awards that were granted to you before the Change in Control occurred shall immediately without further action become vested in full, provided that there will be no acceleration or change to any of the Equity Awards that contain performance triggers under the terms of such Equity Awards; and (2) upon the closing of the Change in Control, the Company will pay you, promptly after the effective date of the Consulting Period Release (but in no event later than two and a half months after the end of the calendar year in which the Change in Control occurs) a lump sum payment of $945,000 (collectively, the “Change in Control Benefits”).  Notwithstanding the foregoing, to the extent that the Change in Control Benefits constitute non-qualified deferred compensation subject to Section 409A, in the event that the period in which you must execute the Consulting Period Release begins in one taxable year and ends in the next taxable year, the Change in Control Benefits will be paid in the later taxable year.  As a pre-condition to your receipt of the Change in Control Benefits, subject to the advance notice requirement set forth herein, you must sign, date and return the Consulting Period Release (a copy of which is attached hereto as Exhibit A) on the date of the Change in Control.  The Company shall give you seven (7) business days notice of the Change in Control.  The notice shall be sent to you via overnight delivery service requiring signature of you or your representative.  For purposes of this Agreement, “Change in Control” shall mean the first to occur of any of the following: (a) any “person” or “group” (as defined in the Securities Exchange Act of 1934, as amended) becomes the beneficial owner of a majority of the combined voting power of the then outstanding voting securities with respect to the election of the Board of Directors of the Company; (b) any merger, consolidation or similar transaction involving the Company, other than a transaction in which the stockholders of the Company immediately prior to the transaction hold immediately thereafter in the same proportion as immediately prior to the transaction not less than 50% of the combined voting power of the then voting securities with respect to the election of the Board of Directors of the resulting entity; (c) any sale of all or substantially all of the assets of the Company; or (d) any other acquisition by a third party of all or substantially all of the business or assets of the Company, as determined by the Board of Directors, in its sole discretion.  The payments, benefits and acceleration of vesting of Equity Awards, restricted stock units and other equity incentives provided in this Paragraph 6(e) shall override and replace with respect to you the following: (i) any Company wide policy with respect to payments, benefits and/or acceleration of vesting upon a Change in Control; (ii) the Equity Plan (to the extent modified by this Agreement); and (iii) your Equity Award(s) (to the extent modified by this Agreement).

(f)Independent Contractor Relationship. Your relationship with the Company after the Separation Date shall be that of an independent contractor, and nothing in this Agreement is intended to, or should be construed to, create a partnership, agency, joint venture or employment relationship after the Separation Date.  After the Separation Date, you will not be entitled to any of the benefits which the Company may make available to its employees, including, but not limited to, group health or life insurance, profit-sharing or retirement benefits, other than your entitlement to continued group health insurance coverage pursuant to COBRA due to your status as a former employee.

(g)Taxes and Withholding. As a consultant, you will be solely responsible for, and will file, on a timely basis, all tax returns and payments required to be filed with, or made to, any federal, state or local tax authority with respect to the performance of services and receipt of Consulting Fees under this Agreement. You will be solely responsible for, and must maintain adequate records of, expenses incurred in the course of performing services under this Agreement. The Company will not withhold from the Consulting Fees any amount for taxes, social security or other payroll deductions.  The

Company will regularly report amounts paid to you by filing Form 1099-MISC with the Internal Revenue Service as required by law. You acknowledge that you will be entirely responsible for payment of any such taxes, and you hereby indemnify, defend and save harmless the Company, and its officers and directors in their individual capacity, from any liability for any taxes, penalties or interest that may be assessed by any taxing authority with respect to the Consulting Fee, with the exception of the employer’s share of social security, if any.

(h)Other Compensation or Benefits.  You acknowledge that, except as expressly provided in this Agreement, you will not receive from the Company any additional compensation, including but not limited to salary or bonuses, severance or employee benefits on or after the Separation Date.

(i)Limitations on Authority.  You will have no responsibilities or authority as a consultant to the Company other than as provided herein.  You will have no authority to bind the Company to any contractual obligations, whether written, oral or implied, except with the written authorization of the Chairman of the Board (or a designee of the Chairman).  You agree not to represent or purport to represent the Company in any manner whatsoever to any third party unless authorized by the Company, in writing, to do so.

(j)Proprietary Information and Inventions. You agree that, during the Consulting Period and thereafter, you will not use or disclose any confidential or proprietary information or materials of the Company, including any confidential or proprietary information that you obtain or develop in the course of performing the Consulting Services.  Any and all work product you create in the course of performing the Consulting Services will be the sole and exclusive property of the Company.  You hereby assign to the Company all right, title, and interest in all inventions, techniques, processes, materials, and other intellectual property developed in the course of performing the Consulting Services.  You further acknowledge your continuing obligations under your Nondisclosure Agreement not to use or disclose any confidential or proprietary information of the Company.  A copy of your Nondisclosure Agreement is attached hereto as Exhibit D.

(k)Other Work Activities.  Throughout the Consulting Period, you retain the right to engage in employment, consulting, or other work relationships in addition to your work for the Company.  The Company will make reasonable arrangements to enable you to perform your work for the Company at such times and in such a manner so that it will not interfere with other activities in which you may engage.  In order to protect the trade secrets and confidential and proprietary information of the Company, you agree that, during the Consulting Period, you will notify the Company, in writing, before you obtain competitive employment, perform competitive work for any business entity, or engage in any other work activity that is competitive with the Company.  If you engage in such competitive activity without the Company’s express written consent, or otherwise materially breach this Agreement, the Consulting Period shall terminate, the Company’s obligation to pay you Consulting Fees and any Change in Control Benefits (if applicable) will cease immediately, and your Equity Awards will cease vesting as provided in Paragraph 6(d).

(l)Other Termination of Consulting Period.  The Consulting Period shall end effective on the closing date of a Change in Control.  Further, in the event of your death during the Consulting Period, this Agreement shall terminate automatically.  The Company may also terminate the Consulting Period in accordance with applicable laws in the event that you shall be prevented, by illness, accident, disability or any other physical or mental condition (to be determined by means of a written opinion of a competent medical doctor chosen by mutual agreement of the Company and you or your personal representative(s)) from substantially performing your duties and responsibilities hereunder for one or more periods totaling in the aggregate eighty (80) days during the Consulting Period.  You may

terminate the Consulting Period at any time, for any reason, upon written notice to the Company, which termination shall extinguish the Company’s obligation to pay you any further Consulting Fees or Change in Control Benefits (if applicable) and the vesting of your Equity Awards shall immediately cease.  Upon termination of the Consulting Period by either party, the Company will pay only those Consulting Fees earned and expenses incurred through and including the effective date of such termination.  For the avoidance of doubt, in the event of your death during the Consulting Period or the termination of the Consulting Period due to your disability in accordance with this Paragraph, you shall not be entitled to receive any Change in Control Benefits.

7.Expense Reimbursements.

(a)Business Expenses.  You agree that, on or before the Separation Date, you will submit your final documented expense reimbursement statement reflecting all business expenses you incurred through the Separation Date, if any, for which you seek reimbursement.  The Company will reimburse you for these expenses to the extent reasonable pursuant to its regular business practice.  Pursuant to its regular business practice, the Company will reimburse you for documented business expenses incurred during the Consulting Period, provided that these expenses have been pre-approved by the Chairman of the Board in writing.

(b)Legal Expenses.   The Company hereby agrees to reimburse you for (i) your 2011 legal expenses in connection with the negotiation and execution of this Agreement and (ii) an additional amount of cash to help you defray income taxes associated with the payment contemplated in clause (i) above (assuming a Federal and state tax rate of 45%); provided, however, that in no event shall the amounts paid under clause (i) and (ii) exceed $50,000 in the aggregate.  The Company shall reimburse you upon your submission to the Company of an invoice for such services by no later than sixty (60) days after the Separation Date.  Such reimbursement will be paid within thirty (30) days after the Company’s receipt of such invoice.  Other than as provided in the preceding sentence, each party shall bear its own expenses in connection with the negotiation and execution of this Agreement.

(c)Section 409A.  All reimbursements provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A to the extent that such reimbursements are subject to Section 409A, including, where applicable, the requirements that (i) any reimbursement is for expenses incurred during the period of time specified in this Agreement, (ii) the amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year, (iii) the reimbursement of an eligible expense will be made on or before the last day of the calendar year following the year in which the expense is incurred, (iv) the right to reimbursement is not subject to set off or liquidation or exchange for any other benefit and (v) any amount paid under clause (ii) of Paragraph 7(b) shall be made before the last day of the calendar year following the year in which you remit the related taxes. The Company will amend that certain Second Amended and Restated Employment Agreement between you and the Company dated December 15, 2009 (as amended as of February 2, 2011) and will take all other steps necessary to ensure that the Employment Agreement complies with IRS Notices 2010-6 and 2010-80 (the “Notices”) including, without limitation, correcting all substantially similar non-qualified deferred compensation plans and agreements between the Company and any of its employees no later than December 31, 2011, and complying with the reporting and information requirements under the Notices.  This Agreement shall be interpreted, administered and operated in accordance with Section 409A in all respects.

8.Return of Company Property.  On the Separation Date, you agree to return to the Company all Company documents (and all copies thereof) and other Company property that you have in your possession or control, including, but not limited to, Company files, notes, drawings, records, business plans and forecasts, financial information, specifications, training materials, computer-recorded

information, tangible property including, but not limited to, computers, credit cards, entry cards, identification badges and keys; and any materials of any kind that contain or embody any proprietary or confidential information of the Company (and all reproductions thereof).  You agree that you will make a diligent search to locate any such documents, property and information on the Separation Date.  In addition, if you have used any personally owned computer, server, or e-mail system to receive, store, review, prepare or transmit any Company confidential or proprietary data, materials or information, then you agree to provide the Company, no later than five (5) business days after the Separation Date, with a computer-useable copy of all such information and then permanently delete and expunge such Company confidential or proprietary information from those systems without retaining any reproductions (in whole or in part).  Your timely compliance with this Paragraph 8 is a precondition to the severance to be provided pursuant to Paragraph 4 of this Agreement.  Notwithstanding the foregoing, you may retain such documents, property, and materials during the Consulting Period only to the extent approved in writing by the Company and you shall return them immediately upon written request from the Company (and no later than upon termination or expiration of the Consulting Period).

9.Nonsolicitation.  You agree that for one year following the later of the Separation Date or the termination or expiration of the Consulting Period, you shall not directly or indirectly, whether through your own efforts, or in any way assisting or employing the assistance of any other person or entity (including, without limitation, any consultant or any person employed by or associated with any entity with which you are employed or associated), recruit, solicit or induce (or in any way assist another in recruiting, soliciting or inducing) any employee or consultant of the Company to terminate his or her employment or other relationship with the Company.

10.Confidentiality.  The provisions of this Agreement will be held in strictest confidence by you and the Company and will not be publicized or disclosed in any manner whatsoever; provided, however, that:  (a) you may disclose this Agreement in confidence to your immediate family; (b) the parties may disclose this Agreement in confidence to their respective attorneys, accountants, auditors, tax preparers, and financial advisors; (c) the Company may disclose this Agreement to fulfill standard or legally required corporate reporting or disclosure requirements; and (d) the parties may disclose this Agreement insofar as such disclosure may be necessary to enforce its terms or as otherwise required by law.  In particular, and without limitation, you will not disclose the provisions of this Agreement to any current or former Company employee or any other Company personnel.  Notwithstanding the foregoing, during the Consulting Period you may disclose to third parties (including Company personnel) that you are a consultant to the Company.

11.Nondisparagement.  You agree not to disparage the Company or the Company’s officers, directors, employees, shareholders, parents, subsidiaries, affiliates, and agents, in any manner likely to be harmful to them or their business, business reputation or personal reputation; provided that you may respond accurately and fully to any question, inquiry or request for information when required by legal process.

12.Arbitration.  To ensure the rapid and economical resolution of disputes that may arise in connection with your employment or consulting relationship with the Company, you and the Company agree that any and all disputes, claims, or causes of action, in law or equity, including but not limited to statutory claims, arising from or relating to the enforcement, breach, performance, or interpretation of this Agreement, your employment or consulting relationship with the Company, or the termination of your employment or consulting relationship, shall be resolved, to the fullest extent permitted by law, by final, binding and confidential arbitration in Boston, Massachusetts conducted by JAMS, Inc. (“JAMS”) or its successor, under JAMS’ then applicable rules and procedures for employment disputes.  By agreeing to this arbitration procedure, both you and the Company waive the right to resolve any such dispute through a trial by jury or judge or by administrative proceeding.  You will have the right to be

represented by legal counsel at any arbitration proceeding.  The arbitrator shall: (1) have the authority to compel adequate discovery for the resolution of the dispute and to award such relief as would otherwise be available under applicable law in a court proceeding; and (2) issue a written statement signed by the arbitrator regarding the disposition of each claim and the relief, if any, awarded as to each claim, the reasons for the award, and the arbitrator’s essential findings and conclusions on which the award is based.  You and the Company shall pay an equal share of all JAMS arbitration fees.  Each party agrees to pay its own attorneys’ fees, unless statutory law provides for fee shifting; however, the prevailing party in any arbitration will be entitled to seek an award of attorneys fees and costs from the arbitrator.  Nothing in this Agreement shall prevent either you or the Company from obtaining injunctive relief in court to prevent irreparable harm pending the conclusion of any such arbitration.  Any awards or orders in such arbitrations may be entered and enforced as judgments in the federal and state courts of any competent jurisdiction.

13.General Release.  In exchange for the good and valuable consideration provided to you by this Agreement that you are not otherwise entitled to receive and the sufficiency of which is hereby acknowledged, subject to the exceptions set forth in Paragraph 14 below, you hereby generally and completely release the Company and its current and former directors, officers, employees, shareholders, partners, agents, attorneys, predecessors, successors, parent and subsidiary entities, insurers, affiliates, and assigns (collectively, the “Released Parties”) of and from any and all claims, liabilities and obligations, both known and unknown, that arise out of or are in any way related to events, acts, conduct, or omissions occurring prior to or at the time that you sign this Agreement (collectively, the “Released Claims”).  Except as set forth in this Agreement, the Released Claims include, but are not limited to: (i) all claims arising out of or in any way related to your employment with the Company or the termination of that employment; (ii) all claims related to your compensation or benefits from the Company, including salary, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, Equity Awards or any other ownership interests in the Company; (iii) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (iv) all tort claims, including claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (v) all federal, state, and local statutory claims, including claims for discrimination, harassment, retaliation, attorneys’ fees, or other claims arising under the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990, the federal Age Discrimination in Employment Act of 1967 (as amended) (“ADEA”), the Massachusetts Fair Employment Practice Act (as amended).  The Released Claims does not include any claims relating to (i) your vested benefits under any Company benefit plan, the Equity Plan or your Equity Awards; (ii) any right to a payment or benefit under this Agreement; (iii) your right to enforce this Agreement; or (iv) any claims subject to the exceptions set forth in Paragraph 14 below.

14.Exceptions.  You are not releasing any claim that cannot be waived under applicable state or federal law.  You are not releasing any rights that you have to be indemnified (including any right to reimbursement of expenses) arising under applicable law, the certificate of incorporation or by-laws (or similar constituent documents of the Company), any fully signed indemnification agreement between you and the Company, or any directors’ and officers’ liability insurance policy of the Company.  Nothing in this Agreement shall prevent you from filing, cooperating with, or participating in any proceeding before the Equal Employment Opportunity Commission, the Department of Labor, or the Massachusetts Commission Against Discrimination, except that you acknowledge and agree that you shall not recover any monetary benefits in connection with any such claim, charge or proceeding with regard to any claim released herein.  Nothing in this Agreement shall prevent you from challenging the validity of the release in a legal or administrative proceeding.

15.ADEA Waiver.  You acknowledge that you are knowingly and voluntarily waiving and releasing any rights you may have under the ADEA (“ADEA Waiver”).  You also acknowledge that the

consideration given for the ADEA Waiver is in addition to anything of value to which you were already entitled.  You further acknowledge that you have been advised by this writing, as required by the ADEA, that: (i) your ADEA Waiver does not apply to any rights or claims that arise after the date you sign this Agreement; (ii) you should consult with an attorney prior to signing this Agreement (although you may choose voluntarily not to do so); (iii) you have twenty-one (21) days to consider this Agreement (although you may choose to voluntarily sign it sooner); (iv) you have seven (7) days following the date you sign this Agreement to revoke it, with such revocation to be effective only if you deliver written notice of revocation to the Company within the seven (7)-day period; and (v) the ADEA Waiver will not be effective until the date upon which the revocation period has expired unexercised, which will be the eighth day after you sign this Agreement (“Effective Date”).  Nevertheless, your general release of claims, except for the ADEA Waiver, is effective immediately, and not revocable.

16.No Voluntary Adverse Action; Cooperation.  You agree that you will not voluntarily (except as required by law or in response to legal compulsion) assist any person in bringing or pursuing any proposed or pending litigation, arbitration, administrative claim, consent or proxy solicitation or other proceeding against the Company, its parent or subsidiary entities, affiliates, officers, directors, employees or agents.  In addition, you agree to cooperate fully with the Company in connection with its actual or contemplated defense, prosecution, or investigation of any claims or demands by or against third parties, or other matters arising from events, acts, or failures to act that occurred during the period of your employment by the Company.  Such cooperation includes, without limitation, making yourself available to the Company upon reasonable notice, without subpoena, to provide complete, truthful and accurate information in witness interviews, depositions, and trial testimony.  After the Consulting Period, the Company will reimburse you for reasonable out-of-pocket expenses you incur in connection with any such cooperation (excluding foregone wages) and will make reasonable efforts to accommodate your scheduling needs.  Moreover, you agree to execute all documents (if any) necessary to carry out the terms of this Agreement.

17.No Admissions.  Nothing contained in this Agreement shall be construed as an admission by you or the Company of any liability, obligation, wrongdoing or violation of law.

18.Representations.  You hereby represent that: (a) you have been paid all compensation owed and for all hours worked; (b) you have received all the leave and leave benefits and protections for which you are eligible, pursuant to the Family and Medical Leave Act, and any other applicable law or the Company’s policies; and (c) you have not suffered any on-the-job injury or illness for which you have not already filed a workers’ compensation claim.

19.Entire Agreement.  This Agreement, including all exhibits and together with the Equity Award agreements (to the extent modified by this Agreement), any document or agreement setting forth your right to indemnification by the Company and any agreement referenced or incorporated herein by reference, constitutes the complete, final and exclusive embodiment of the entire agreement between you and the Company with regard to the subject matter hereof.  It supersedes any and all other agreements entered into by and between you and the Company, including without limitation that certain Second Amended and Restated Employment Agreement between you and the Company dated December 15, 2009 and the Amendment to Employment Agreement between you and the Company dated February 2, 2011.  This Agreement is entered into without reliance on any promise or representation, written or oral, other than those expressly contained herein.  It may not be modified except in a writing signed by you and a duly authorized officer of the Company.  Each party has carefully read this Agreement, has been afforded the opportunity to be advised of its meaning and consequences by his or its respective attorneys, and signed the same of his or its own free will.

20.Successors and Assigns.  This Agreement will bind the heirs, personal representatives, successors, assigns, executors and administrators of each party, and will inure to the benefit of each party, its heirs, successors and assigns.

21.Applicable Law.  This Agreement will be deemed to have been entered into and will be construed and enforced in accordance with the laws of the Commonwealth of Massachusetts as applied to contracts made and to be performed entirely within Massachusetts.

22.Severability.  If a court of competent jurisdiction determines that any term or provision of this Agreement is invalid or unenforceable, in whole or in part, then the remaining terms and provisions hereof will be unimpaired.  The court or arbitrator will then have the authority to modify or replace the invalid or unenforceable term or provision with a valid and enforceable term or provision that most accurately represents the parties’ intention with respect to the invalid or unenforceable term or provision.

23.Counterparts.  This Agreement may be executed in two counterparts, each of which will be deemed an original, all of which together constitutes one and the same instrument. Facsimile signatures and signatures transmitted via .pdf file are as effective as original signatures.

If this Agreement is acceptable to you, please sign below and return the original to me within twenty-one (21) days.  If you do not return these fully signed documents to the Company within the aforementioned timeframe, the Company’s offer continued herein will expire.

Sincerely,

AMAG PHARMACEUTICALS, INC.

By:	/s/ Joseph L. Farmer
	Name: Joseph L. Farmer
	Title: General Counsel and Senior Vice President of Legal Affairs

Exhibit A -Consulting Period Release

Exhibit B -Description of Consulting Services

Exhibit C -Equity Awards

Exhibit D -Nondisclosure and Developments Agreement

UNDERSTOOD AND AGREED:

/s/ Brian J. G. Pereira
Brian J. G. Pereira
Date:	November 4, 2011

EXHIBIT A

CONSULTING PERIOD RELEASE

(to be signed on or after termination of the Consulting Period)

I understand that my consulting position with AMAG Pharmaceuticals (“AMAG” or the “Company”) terminated effective                         .  I understand that I must return this Consulting Period Release (the “Release”) on the date of the Change in Control as defined in the Separation and Consulting Agreement dated as of November 4, 2011.  Capitalized terms herein, but not otherwise defined shall have the meaning ascribed to such terms in the Separation/Consulting Agreement.

General Release.  In exchange for the good and valuable consideration provided to me by this Release that I am not otherwise entitled to receive and the sufficiency of which is hereby acknowledged, I hereby generally and completely release the Company and its current and former directors, officers, employees, shareholders, partners, agents, attorneys, predecessors, successors, parent and subsidiary entities, insurers, affiliates, and assigns (collectively, the “Released Parties”) of and from any and all claims, liabilities and obligations, both known and unknown, that arise out of or are in any way related to events, acts, conduct, or omissions occurring prior to or at the time that I sign this Release (collectively, the “Released Claims”).  The Released Claims include, but are not limited to: (i) all claims arising out of or in any way related to my consulting relationship with the Company or the termination of that relationship; (ii) all claims related to my compensation, including consulting fees or expense reimbursements, bonuses, Change in Control Benefits, stock, stock options, Equity Awards, or any other ownership interests in the Company; (iii) all claims for breach of contract and breach of the implied covenant of good faith and fair dealing; (iv) all tort claims, including claims for fraud, defamation, and emotional distress; and (v) all federal, state, and local statutory claims, including claims for discrimination, harassment, retaliation, or attorneys’ fees.  The Released Claims does not include any claims relating to (i) my vested benefits under any Company benefit plan, the Equity Plan or my Equity Awards; (ii) any right to a payment or benefit under the Agreement; or (iii) my right to enforce the Agreement.

Representations.   I hereby represent that I have no lawsuits, claims or actions pending in my name, or on behalf of any other person or entity, against the Company or any other person or entity subject to the release granted in this paragraph.

I UNDERSTAND THAT THIS AGREEMENT INCLUDES A RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS, EVEN THOSE UNKNOWN CLAIMS, THAT, IF KNOWN BY ME, WOULD AFFECT MY DECISION TO ACCEPT THIS AGREEMENT.

AGREED:

Brian J.G. Pereira

Date:

EXHIBIT B

During the Consulting Period, you agree to provide the following consulting services to the Company:

Advice, assistance and counsel with respect to the Company’s ongoing development programs, including its global Phase III development program for Feraheme(r) (ferumoxytol) Injection for Intravenous use for a broad indication for the treatment of iron deficiency anemia in all patients (the “IDA Indication”);

Advice and assistance in the preparation and filing of the Company’s planned supplemental New Drug Application (“sNDA”) and equivalent foreign marketing applications for Feraheme(r) for the IDA Indication with the U.S. Food and Drug Administration (“FDA”) and equivalent foreign regulatory authorities, including  advice and assistance in answering any questions or inquiries by the FDA or equivalent foreign regulatory authorities with respect to the sNDA or equivalent foreign filings for the IDA Indication.

Advice and assistance with respect to the Company’s publication strategy and publications;

Advice and assistance with the evaluation, due diligence and execution of strategic or licensing transactions involving the Company; and

All other advice and assistance reasonably requested by the Company and related to Dr. Pereira’s prior responsibilities with the Company or his areas of expertise.

EXHIBIT C

Equity Awards

Award ID	Plan	Award Date	Award Type	Award Price		Award Amount	Vested	Unvested	Outstanding	Exercisable	Exercised
1390	2000 Stock Plan	11/16/2005	ISO	$	9.1000	43,956	43,956	0	10,989	10,989	32,967
1397	2000 Stock Plan	02/07/2006	NQ	$	19.9800	100,000	100,000	0	100,000	100,000	0
1443	2000 Stock Plan	11/07/2006	NQ	$	41.1600	50,000	50,000	0	50,000	50,000	0
1532	2000 Stock Plan	09/25/2007	NQ	$	54.9700	39,543	30,112	9,431	39,543	30,112	0
1486	2000 Stock Plan	09/25/2007	ISO	$	54.9700	5,457	3,638	1,819	5,457	3,638	0
1832	2007 Equity Incentive Plan	08/05/2008	RSU	$	0.0000	50,000	0	50,000	50,000	0	0
1948	2007 Equity Incentive Plan	02/25/2009	ISO	$	34.2600	5,836	0	5,836	5,836	0	0
1949	2007 Equity Incentive Plan	02/25/2009	NQ	$	34.2600	264,164	135,000	129,164	264,164	135,000	0
2278	2007 Equity Incentive Plan	02/24/2010	ISO	$	38.2900	2,611	0	2,611	2,611	0	0
2279	2007 Equity Incentive Plan	02/24/2010	RSU	$	0.0000	15,833	3,958	11,875	11,875	0	3,958
2304	2007 Equity Incentive Plan	02/24/2010	NQ	$	38.2900	44,889	11,875	33,014	44,889	11,875	0
2935	2007 Equity Incentive Plan	01/08/2011	RSU	$	0.0000	75,000	0	75,000	75,000	0	0
2944	2007 Equity Incentive Plan	01/08/2011	RSU	$	0.0000	125,000	0	125,000	125,000	0	0

EXHIBIT D

Nondisclosure and Developments Agreement

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

AMAG Announces Financial Results for the Third Quarter Ended September 30, 2011

AMAG Implements Management Changes and Strategic Restructuring

LEXINGTON, MA (November 4, 2011) — AMAG Pharmaceuticals, Inc. (NASDAQ: AMAG) today reported unaudited consolidated financial results for the third quarter ended September 30, 2011. Additionally, AMAG announced leadership changes, including the departure of the company’s president and chief executive officer, Brian J.G. Pereira, MD, and the implementation of a broad restructuring plan to reduce operating expenses. As of September 30, 2011, the company’s cash, cash equivalents and investments totaled approximately $251 million.

AMAG Leadership, Strategy and Corporate Restructuring

·AMAG announced today that Dr. Pereira has resigned from his position as president, CEO and a director of the company, effective immediately. Dr. Pereira will remain a key strategic advisor to the company on certain matters, including the ongoing development and regulatory work related to its broad phase III program for patients with iron deficiency anemia (IDA). AMAG also announced the departure of Gary Zieziula, the company’s chief commercial officer, effective immediately.

·AMAG promoted Frank Thomas, the company’s chief financial officer, to the position of chief operating officer and appointed him as the interim president and chief executive officer. The company has concurrently launched a search for a permanent chief executive officer. Additionally, AMAG’s Board of Directors has established a special committee, consisting of Michael Narachi, Robert Perez and Lesley Russell, MD, to assure appropriate commercial, operational and developmental oversight during this transition period.

·AMAG implemented today, a broad restructuring plan to align operating expenses with near-term revenue projections for Feraheme® (ferumoxytol) Injection for Intravenous (IV) use. The plan, including an approximate 25% reduction in positions, is expected to decrease the company’s operating expenses, excluding cost of goods sold (COGS), by $20 - $25 million in 2012 as compared to 2011. In addition, the planned completion of the company’s phase III clinical program for a broad IDA indication is expected to further reduce operating expenses by approximately $20 million in 2012. As a result of these two actions, AMAG’s estimated operating expenses, excluding COGS, in 2012 are expected to be $90 - $100

1

million, of which $50 - $55 million are expected to be selling, general and administrative expenses. The company expects to end 2012 with $215 - $225 million in cash, cash equivalents and investments, including $33 million in milestone payments related to the expected approval and launch of Feraheme in the EU and Canada.  AMAG expects to incur approximately $3.2 million in charges associated with the restructuring, the majority of which is expected to be recognized during the fourth quarter of 2011.

·Finally, AMAG’s Board of Directors is committed to the evaluation of all strategic options to enhance stockholder value, while management focuses on strategies to increase Feraheme revenues.

“On behalf of AMAG’s Board of Directors, I want to thank Brian for his six years of executive leadership at AMAG and for his numerous contributions to the successful development and approval of Feraheme. We are pleased that Brian will remain as a valuable advisor to the company during this transition, especially as we seek approval for a broad iron deficiency anemia indication,” said Michael N. Narachi, Chairman of AMAG’s Board of Directors. “We are committed to expeditiously evaluating all available options to enhance stockholder value, and the restructuring announced today is an important first step in that process. Frank has the full support of the Board and has the experience necessary to lead the organization while we look to attract a permanent chief executive with proven ability to build and grow a profitable specialty pharmaceutical company.”

“Provider demand for Feraheme continues to increase, and we believe that with a leaner organization and increased detail frequency to target accounts we can continue to grow the brand in the non-dialysis CKD IV iron market where we currently have approximately 13% market share,” said Thomas, chief operating officer and interim president and chief executive officer of AMAG. “Based on our near-term revenue projections for Feraheme, we have implemented a broad restructuring plan to significantly reduce operating expenses. Our goal is to preserve cash and drive the business to profitability as soon as possible, through a combination of expense reductions and top line growth of our core asset, Feraheme.”

Third Quarter 2011 Financial Results (unaudited)

Total revenues for the third quarter ended September 30, 2011 were $17.6 million, of which $15.6 million were net Feraheme product revenues. Net Feraheme product revenues include a $3.0 million change in estimated Medicaid reserves to reflect AMAG’s actual claims experience since launch.   Total Feraheme provider demand(1) for the third quarter was comparable to the second quarter at approximately 25,000 grams. The non-dialysis IV iron market contracted in the third quarter, however, Feraheme’s market share increased to 13% from 11% in the second quarter of 2011.

Total operating costs and expenses for the quarter ended September 30, 2011 were $34.8 million compared to $34.3 million for the same period in 2010. Total operating expenses in the third quarter of 2011 included approximately $1.9 million related to the proposed acquisition of Allos Therapeutics, Inc., but excludes the termination fee of $2 million, which the company paid and will recognize in the fourth quarter. The company reported a net loss of $16.6 million, or a loss of $0.78 per basic and diluted share, for the quarter ended September 30, 2011 compared to a net loss of $17.0 million, or a loss of $0.81 per basic and diluted share, for the same period in 2010.

2

For the nine months ended September 30, 2011, the company reported total revenues of $46.3 million, as compared to revenues of $49.0 million for the same period in 2010.  The decrease in total revenues in 2011 versus the comparable 2010 period was primarily due to lower provider demand from the dialysis segment due to the implementation of the Medicare prospective payment system, offset, in part, by increased demand from non-dialysis sites of care.

Total operating costs and expenses for the nine months ended September 30, 2011 were $106.6 million, compared to $111.8 million for the same period in 2010. The decrease in total operating costs and expenses in the 2011 period is primarily due to decreased selling, general and administrative expenses associated with the commercialization of Feraheme, partially offset by increased research and development costs associated with the company’s global IDA registrational program. Net loss for the nine months ended September 30, 2011 was $58.5 million, or a loss of $2.76 per basic and diluted share, as compared to a net loss of $61.4 million, or a loss of $2.96 per basic and diluted share, for the same period in 2010.

Conference Call and Webcast Access

AMAG Pharmaceuticals, Inc. will host a conference call and webcast today at 8:00 a.m. ET. To access the conference call via telephone, dial (877) 412-6083 from the United States or (702) 495-1202 for international access.  A telephone replay of the conference call will be available from approximately 11:00 a.m. ET on November 4 until midnight November 7. To access the replay, dial (855) 859-2056 from the United States or (404) 537-3406 for international access.  The pass code for the live call and the replay is 23448525.

A live webcast of the conference call will be accessible through the Investors section of the company’s website at www.amagpharma.com beginning at 8:00 a.m. ET. Following the conference call, the webcast replay will be available at approximately 11:00 a.m. ET and will be archived on the AMAG Pharmaceuticals, Inc. website until midnight December 4, 2011.

About AMAG Pharmaceuticals, Inc.

AMAG Pharmaceuticals, Inc. is a biopharmaceutical company focused on the development and commercialization of a therapeutic iron compound to treat iron deficiency anemia. For additional company information, please visit www.amagpharma.com.

(1)           IMS Health DDD Data (in grams) through the period ending September 30, 2011.

AMAG Pharmaceuticals, Inc. Contacts
Amy Sullivan, 617-498-3303
Carol Miceli, 617-498-3361

3

AMAG Pharmaceuticals, Inc.

Condensed Consolidated Statements of Operations

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

	Three Months Ended Sept 30,						Nine Months Ended Sept 30,
	2011			2010			2011			2010
Revenues:
Product sales, net	$	15,802		$	15,173		$	39,905		$	44,694
License fee, collaboration and royalty revenues	1,753			1,719			6,437			4,331
Total revenues	17,555			16,892			46,342			49,025
Operating costs and expenses (1):
Cost of product sales	2,669			2,274			7,792			5,168
Research and development expenses	14,894			14,031			45,155			41,183
Selling, general and administrative expenses	17,230			17,986			53,690			65,446
Total operating costs and expenses	34,793			34,291			106,637			111,797
Operating Loss	(17,238		)	(17,399		)	(60,295		)	(62,772		)
Interest and dividend income, net	378			448			1,390			1,323
Other income (expense)	14			(396		)	(194		)	(386		)
Net loss before income taxes	(16,846		)	(17,347		)	(59,099		)	(61,835		)
Income tax benefit	215			351			611			462
Net loss	$	(16,631	)	$	(16,996	)	$	(58,488	)	$	(61,373	)
Net loss per share - basic and diluted:	$	(0.78	)	$	(0.81	)	$	(2.76	)	$	(2.96	)
Weighted average shares outstanding used to compute net loss per share:
Basic and diluted	21,194			21,085			21,169			20,700

(1) Stock-based compensation included in operating costs and expenses:
Cost of product sales	$	131	$	100	$	483	$	300
Research and development	84		158		1,365		2,696
Selling, general and administrative	1,487		1,242		6,950		7,740

4

AMAG Pharmaceuticals, Inc.

Condensed Consolidated Balance Sheets

(unaudited, amounts in thousands)

	September 30, 2011		December 31, 2010
Cash and cash equivalents	$	75,777	$	112,646
Short-term investments	153,560		147,619
Accounts receivable	7,069		5,785
Inventories	15,577		16,344
Receivable from collaboration	192		441
Other current assets	5,786		7,949
Total current assets	257,961		290,784
Net property, plant & equipment	9,684		11,235
Long-term investments	21,631		33,597
Other assets	460		460
Total assets	$	289,736	$	336,076
Accounts payable	$	4,601	$	4,553
Accrued expenses and other short-term liabilities	32,528		25,555
Deferred revenues	6,346		6,603
Total current liabilities	43,475		36,711
Deferred revenues	46,720		51,292
Other long-term liabilities	2,527		2,787
Total long-term liabilities	49,247		54,079
Total stockholders’ equity	197,014		245,286
Total liabilities and stockholders’ equity	$	289,736	$	336,076

5

About Feraheme

In the United States, Feraheme® (ferumoxytol) Injection for Intravenous (IV) use is indicated for the treatment of iron deficiency anemia in adult chronic kidney disease (CKD) patients. Feraheme received marketing approval from the U.S. Food and Drug Administration on June 30, 2009 and was commercially launched by AMAG in the U.S. shortly thereafter. For additional product information, please visit www.feraheme.com.

The important safety information below is based on the United States prescribing information.

Important Safety Information About Feraheme

Indication and contraindications

Feraheme is indicated for the treatment of iron deficiency anemia in adult patients with chronic kidney disease. Feraheme is contraindicated in patients with known hypersensitivity to Feraheme or any of its components.

Warnings and precautions

Serious hypersensitivity reactions, including anaphylactic-type reactions, some of which have been life-threatening and fatal, have been reported in patients receiving Feraheme.  Observe patients for signs and symptoms of hypersensitivity during and after Feraheme administration for at least 30 minutes and until clinically stable following completion of each administration.  Only administer the drug when personnel and therapies are immediately available for the treatment of anaphylaxis and other hypersensitivity reactions. Anaphylactic type reactions, presenting with cardiac/cardiorespiratory arrest, clinically significant hypotension, syncope, and unresponsiveness have been reported in the post-marketing experience. In clinical studies, serious hypersensitivity reactions were reported in 0.2% (3/1,726) of subjects receiving Feraheme. Other adverse reactions potentially associated with hypersensitivity (e.g., pruritus, rash, urticaria or wheezing) were reported in3.7% (63/1,726) of subjects. Severe adverse reactions of clinically significant hypotension have been reported in the post-marketing experience. In clinical studies, hypotension was reported in 1.9% (33/1,726) of subjects, including three patients with serious hypotensive reactions. Monitor for signs and symptoms of hypotension following each Feraheme injection. Excessive therapy with parenteral iron can lead to excess storage of iron with the possibility of iatrogenic hemosiderosis. Patients should be regularly monitored for hematologic response during parenteral iron therapy, noting that lab assays may overestimate serum iron and transferrin bound iron values in the 24 hours following administration of Feraheme. As a superparamagnetic iron oxide, Feraheme may transiently affect magnetic resonance diagnostic imaging studies for up to 3 months following the last Feraheme dose. Feraheme will not affect X-ray, CT, PET, SPECT, ultrasound, or nuclear imaging.

Adverse reactions

In clinical trials, the most commonly occurring adverse reactions in Feraheme treated patients versus oral iron treated patients reported in > 2% of chronic kidney disease patients were diarrhea (4.0% vs. 8.2%), nausea (3.1% vs. 7.5%), dizziness (2.6% vs. 1.8%), hypotension (2.5% vs. 0.4%), constipation (2.1% vs. 5.7%) and peripheral edema (2.0% vs. 3.2%). In clinical trials, adverse reactions leading to treatment discontinuation and occurring in 2 or more Feraheme treated patients included hypotension, infusion site swelling, increased serum ferritin level, chest pain, diarrhea, dizziness, ecchymosis, pruritus, chronic renal failure, and urticaria.

6

Post-marketing safety experience

The following adverse reactions have been identified during post-approval use of Feraheme. Because these reactions are reported voluntarily from a population of uncertain size, it is not always possible to reliably estimate their frequency or establish a causal relationship to drug exposure.

The following serious adverse reactions have been reported from the post-marketing spontaneous reports with Feraheme: life-threatening anaphylactic-type reactions, cardiac/cardiorespiratory arrest, clinically significant hypotension, syncope, unresponsiveness, loss of consciousness, tachycardia/rhythm abnormalities, angioedema, ischemic myocardial events, congestive heart failure, pulse absent, and cyanosis. These adverse reactions have occurred up to 30minutes after the administration of Feraheme injection. Reactions have occurred following the first dose or subsequent doses of Feraheme.

For full prescribing information, please visit www.feraheme.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, the expected impact of the restructuring plan we announced today, including the expected decrease in our 2012 operating expenses by $20-25 million (excluding COGS), the expected further reduction in operating expenses of approximately $20 million in 2012 following completion of our phase III clinical development program in the broad IDA indication, our 2012 total estimated operating expenses (excluding COGS), our estimated 2012 selling, general and administrative expenses, our expected 2012 year-end cash, cash equivalents and investments balance, the magnitude of restructuring charges we expect to incur and the expected timing of those charges, the expected growth of Feraheme® in the non-dialysis CKD IV iron market, and our efforts to preserve cash and drive the business to profitability through expense reductions and top line growth, 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 new indications and in territories outside of the U.S., (3) the fact that significant safety or drug interaction problems could arise with respect to Feraheme, (4) the possibility that the FDA could mandate changes to the Feraheme label that would adversely impact the commercial opportunity for Feraheme, (5) the possibility that the charges we incur in connection with our restructuring plan could differ materially from our expectations, (6) the possibility that the expected reduction in our operating expenses following our restructuring plan may not be realized or may differ materially from our expectations, (7) the risk that the execution of our restructuring plan has unintended negative consequences, including employee turnover and other disruptions to our business, (8) uncertainties regarding our ability to manufacture Feraheme, (9) uncertainties relating to our patents and proprietary rights, and (10) other risks identified in our Securities and Exchange Commission filings, including our Annual Report on Form 10-K for the year ended December 31, 2010

7

and our Quarterly Report on Form 10-Q for the three months ended June 30, 2011. 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.

8

EX-99.2

Exhibit 99.2

3Q 2011 Commercial Progress NOVEMBER 4, 2011 1

3Q 2011 Commercial Results Total revenues for the third quarter were $17.6 million $15.6 million in net Feraheme product revenues Net Feraheme product revenues include a $3.0 million Medicaid reserve adjustment to reflect AMAG’s actual claims experience since launch Total Feraheme provider demand for the third quarter was comparable to the second quarter at approximately 25,000 grams Non-dialysis IV iron market contracted by 15% in the third quarter Feraheme gained 2 points share in overall non-dialysis IV iron market share Market share in all segments improved 2

Total Non-Dialysis IV Iron Market Decreased 15% in 3Q 3 -Results based on IMS Monthly Data.

4 Feraheme Provider Demand Increased Slightly in 3Q Market Share Grew in All Segments -Results based on IMS Monthly Data. Feraheme Grams Market Share

Hematology Segment: Provider Demand Increased 2.8% 5 -Results based on IMS Monthly Data. Market Share

Hospital Segment: Provider Demand Decreased 7.5% 6 -Results based on IMS Monthly Data. Market Share

Nephrology Segment: Provider Demand Increased 22% 7 -Results based on IMS Monthly Data. Market Share

 Nasdaq: AMAG INVESTOR RELATIONS CONTACT: 617-498-3303 8