8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 4, 2006
 

ARIAD Pharmaceuticals, Inc.

(Exact name of registrant as specified in its charter)

Delaware	0-21696	22-3106987
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

26 Landsdowne Street, Cambridge, Massachusetts	02139
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (617) 494-0400
 

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

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))

TABLE OF CONTENTS

EX-99.1 Press release dated May 4, 2006

ITEM 8.01      Other Events.

NF-kB Patent Infringement Litigation

In a press release dated May 4, 2006, ARIAD Pharmaceuticals, Inc. announced that the jury in the United States District Court for the District of Massachusetts found in favor of ARIAD and its co-plaintiffs in their lawsuit against Eli Lilly and Company (“Lilly”) alleging infringement of the plaintiffs’ pioneering U.S. patent covering methods of treating human disease by regulating NF-kB cell-signaling activity. The jury ruled unanimously in favor of the plaintiffs in finding that the claims of the NF-kB patent asserted in the lawsuit are valid and infringed by Lilly with respect to Lilly’s osteoporosis drug, Evista^®, and Lilly’s septic shock drug, Xigris^®.

The jury awarded damages to the plaintiffs in the amount of approximately $65.2 million, based on the jury’s determination of a reasonable royalty rate of 2.3% to be paid by Lilly to the plaintiffs based on U.S. sales of Evista and Xigris from filing of the lawsuit on June 25, 2002 through February 28, 2006. The jury awarded further damages on an ongoing basis, in amounts to be determined, equal to 2.3% of U.S. sales of Evista and Xigris through the year 2019, when the patent expires.

A copy of the press release is filed herewith as Exhibit 99.1 and the information contained therein is incorporated by reference into this Item 8.01 of this Current Report on Form 8-K.

ITEM 9.01      Financial Statements and Exhibits.

     (d)      The following exhibit is filed with this report:

Exhibit
Number		Description
	99.1	Press release dated May 4, 2006.

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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 hereunto duly authorized.

ARIAD Pharmaceuticals, Inc.
By:	/s/ Edward M. Fitzgerald
	Edward M. Fitzgerald
	Senior Vice President, Finance and Corporate Operations, Chief Financial Officer

Date: May 4, 2006

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EX-99.1

Exhibit 99.1          

News Release     

FOR IMMEDIATE RELEASE	CONTACT:	Ed Fitzgerald (Investors) (617) 621-2345
		Andrea Johnston (Media) Pure Communications
		(910) 616-5858

JURY RULES IN FAVOR OF ARIAD AND CO-PLAINTIFFS IN LILLY
NF-kB PATENT INFRINGEMENT LAWSUIT

Cambridge, MA, May 4, 2006 — ARIAD Pharmaceuticals, Inc. (Nasdaq: ARIA) and its co-plaintiffs today announced that the jury in the United States District Court for the District of Massachusetts has found in favor of the plaintiffs in their lawsuit against Eli Lilly and Company (“Lilly”) alleging infringement of the plaintiffs’ pioneering U.S. patent covering methods of treating human disease by regulating NF-kB cell-signaling activity. The jury ruled unanimously in favor of the plaintiffs in finding that the claims of the NF-kB patent asserted in the lawsuit are valid and infringed by Lilly with respect to Lilly’s osteoporosis drug, Evista^®, and Lilly’s septic shock drug, Xigris^®.

The jury awarded damages to the plaintiffs in the amount of approximately $65.2 million, based on the jury’s determination of a reasonable royalty rate of 2.3% to be paid by Lilly to the plaintiffs based on U.S. sales of Evista and Xigris from filing of the lawsuit on June 25, 2002 through February 28, 2006. The jury awarded further damages on an ongoing basis, in amounts to be determined, equal to 2.3% of U.S. sales of Evista and Xigris through the year 2019, when the patent expires.

The co-plaintiffs are Massachusetts Institute of Technology, The Whitehead Institute for Biomedical Research, and The President and Fellows of Harvard College.

“We are extremely pleased with the jury’s verdict supporting our assertions regarding Lilly’s infringement of our patent and its validity. This finding coincides with the twentieth anniversary of the discovery of NF-kB by the research groups led by Professors David Baltimore, Phillip Sharp and Tom Maniatis and highlights the importance of their pioneering discoveries,” said Harvey J. Berger, M.D., chairman and chief executive officer of ARIAD.

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Dr. Berger added, “While Lilly has the right to challenge the verdict in the trial court and on appeal, and certain limited issues relating to validity and enforceability of our patent remain pending before the judge, we are confident that we will prevail in the trial court and the verdict will be upheld by the appeals court, if Lilly files an appeal.”

About ARIAD

ARIAD is engaged in the discovery and development of breakthrough medicines to treat cancer by regulating cell signaling with small molecules. The company is developing a comprehensive approach to patients with cancer that addresses the greatest medical need – aggressive and advanced-stage cancers for which current treatments are inadequate. Medinol Ltd. also is developing stents and other medical devices that deliver ARIAD’s lead cancer product candidate to prevent reblockage at sites of vascular injury following stent-assisted angioplasty. ARIAD has an exclusive license to pioneering technology and patents related to certain NF-kB treatment methods, and the discovery and development of drugs to regulate NF-kB cell-signaling activity, which may be useful in treating certain diseases. Additional information about ARIAD can be found on the web at http://www.ariad.com.

Some of the matters discussed herein are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are identified by the use of words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” and other words and terms of similar meaning in connection with any discussion of future operating or financial performance. Such statements are based on management’s current expectations and are subject to certain factors, risks and uncertainties that may cause actual results, outcome of events, timing and performance to differ materially from those expressed or implied by such forward-looking statements. These risks include, but are not limited to, risks and uncertainties regarding our ability to accurately estimate the timing and actual R&D expenses and other costs associated with the preclinical and clinical development and manufacture of our product candidates, the adequacy of our capital resources and the availability of additional funding, risks and uncertainties regarding our ability to manufacture or have manufactured our product candidates on a commercial scale, risks and uncertainties regarding our ability to successfully enroll and conduct clinical studies of product candidates, risks and uncertainties that clinical trial results at any phase of development may be adverse or may not be predictive of future results or lead to regulatory approval of any of our or any partner’s product candidates, risks and uncertainties of third-party intellectual property claims relating to our and any partner’s product candidates, and risks and uncertainties relating to regulatory oversight, the timing, scope, cost and outcome of legal proceedings, including judicial determinations still pending before the judge in the U.S. District Court litigation, litigation initiated by Amgen Inc. in the U.S. District Court in Delaware, a possible appeal by Eli Lilly in such litigation, and reexamination proceedings in the U.S. Patent and Trademark Office concerning our NF-kB patent portfolio, future capital needs, key employees, dependence on collaborators and manufacturers, markets, economic conditions, products, services, prices, reimbursement rates, competition and other factors detailed in the Company’s public filings with the Securities and Exchange Commission, including ARIAD’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005. The information contained in this document is believed to be current as of the date of original issue. The Company does not intend to update any of the forward-looking statements after the date of this document to conform these statements to actual results or to changes in the Company’s expectations, except as required by law.

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