S-3

As filed with the Securities and Exchange Commission on July 8, 2004

Registration No. 333-__________

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933

NPS Pharmaceuticals, Inc.
(Exact name of Registrant as specified in its charter)

Delaware	420 Chipeta Way Salt Lake City, Utah 84108-1256 (801) 583-4939	87-0439579
(State or other jurisdiction of incorporation or organization)	(Address and telephone number, principal executive offices)	(I.R.S. Employer Identification No.)

Kevin J. Ontiveros, Corporate Secretary
NPS Pharmaceuticals, Inc.
420 Chipeta Way, Salt Lake City, Utah 84108-1256
(Name, address and telephone number, of agent for service)

with a copy to:
Thomas E. Hartman
Foley & Lardner LLP
3000 K Street, N.W., Suite 500
Washington, D.C. 20007
(202) 672-5300

        Approximate date of commencement of proposed sale to the public:  As soon as practicable after the Registration Statement becomes effective.

        If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.  |_|
        If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, please check the following box.  |X|
        If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, please check the following box and list the Securities Act of 1933 Registration Statement number of the earlier effective Registration Statement for the same offering.  |_|
        If this Form is a post-effective amendment filed pursuant to Rule 462(c) of the Securities Act of 1933, check the following box and list the Securities Act of 1933 registration statement number of the earlier effective registration statement for the same offering.  |_|
        If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box.  |_|

CALCULATION OF REGISTRATION FEE
Title of Each Class of Securities to be Registered	Amount to be Registered	Proposed Maximum Offering Price Per Unit	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee
Common Stock, $.001 par value (1)	1,333,333	$20.27 (2)	$27,026,660 (2)	$3,425

(1) One preferred stock purchase right is attached to and trades with each share of common stock registered hereunder. These rights are also covered by this Registration Statement and the value attributable to them, if any, is reflected in the market price of the common stock.

(2) Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(c) of the Securities Act of 1933. The proposed maximum offering price per unit and proposed maximum aggregate offering price are based upon the $20.27 average of the high and low prices of the Registrant’s common stock on July 6, 2004 as reported on the NASDAQ National Market.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

        The information in this prospectus is not complete and may be changed. These securities may not be sold until the Registration Statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

PROSPECTUS SUBJECT TO COMPLETION DATED JULY 8, 2004

1,333,333 Shares

NPS PHARMACEUTICALS, INC.


COMMON STOCK

        This prospectus relates to the public offering of 1,333,333 shares of our common stock by the selling stockholder named on page 12 of this prospectus. The selling stockholder will receive all the proceeds from the sale of these shares. The selling stockholder acquired the shares directly from us in a private placement exempt from registration under the Securities Act of 1933, which was completed on July 7, 2004. We will not receive any proceeds from the sale of these shares.

        The selling stockholder is offering these shares of common stock. The selling stockholder may sell all or a portion of the shares of common stock from time to time on the NASDAQ National Market, in the over-the-counter market, in negotiated transactions or otherwise, and at prices and at terms which will be determined by the then prevailing market price for the shares or at negotiated prices directly or through a broker or brokers, who may act as agent or as principal or by a combination of such methods of sale. For additional information on the methods of sale, you should refer to the section entitled “Plan of Distribution” on page 13.

        Our common stock is traded on the NASDAQ National Market under the symbol NPSP. On July 6, 2004, the last reported sale price of our common stock on the NASDAQ National Market was $20.74 per share.

        Before buying any shares of our common stock you should read the discussion of material risks associated with investing in our common stock under the heading of “Risk Factors” beginning on page 2.

        Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this Prospectus is __________________.

TABLE OF CONTENTS

	Page
NPS PHARMACEUTICALS, Inc	1
RISK FACTORS	2
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS	11
USE OF PROCEEDS	12
SELLING STOCKHOLDER	12
PLAN OF DISTRIBUTION	13
LEGAL MATTERS	14
EXPERTS	14
WHERE YOU CAN FIND MORE INFORMATION	15

        As used in this prospectus, “NPS,” “company,” “we,” “our,” “ours,” and “us” refer to NPS Pharmaceuticals, Inc. and its consolidated subsidiaries except where the context otherwise requires or as otherwise indicated.

        You should rely only on the information contained in, or incorporated by reference into, this prospectus. We have not authorized anyone to provide you with any information or to make any representations other than those contained in this prospectus. Offers to sell, and solicitation of offers to buy, shares of our common stock pursuant to this prospectus are only being made in jurisdictions where such offers and solicitations are permitted. The information contained, or incorporated by reference into, this prospectus is accurate only as of the respective dates thereof, regardless of the time of delivery of this prospectus or any sale of the common stock. It is important for you to read and consider all the information contained in this prospectus, including the documents incorporated herein by reference, in making your investment decision. In particular, you should read and consider the information in the documents we have referred you to in “Where You Can Find More Information” below.

i

NPS PHARMACEUTICALS, INC.

        This summary provides an overview of selected information and does not contain all the information you should consider before investing in our common stock. To fully understand this offering and its consequences to you, you should read this entire prospectus carefully, including the “Risk Factors” section and the documents that we incorporate by reference into this prospectus, before making an investment decision.

        Our objective is to build a profitable biopharmaceutical company by discovering, developing and commercializing small molecule drugs and recombinant proteins. Our current product candidates are primarily for the treatment of bone and mineral disorders, gastrointestinal disorders and central nervous system disorders.

        Our product portfolio consists of a U.S. Food and Drug Administration approved product as well as product candidates in various stages of clinical development and preclinical development. Our FDA approved product, cinacalcet HCl, has received marketing approval in the U.S. for the treatment of secondary hyperparathyroidism in chronic kidney disease patients on dialysis and for the treatment of elevated calcium levels in patients with parathyroid carcinoma. Cinacalcet HCl is also the subject of an application for marketing approval filed with the European Agency for the Evaluation of Medicinal Products, or EMEA, in Europe. We have licensed to Amgen worldwide rights to cinacalcet HCl, with the exception of Japan, Korea, China, Hong Kong and Taiwan, which we have licensed to Kirin Brewery, Ltd. Amgen is marketing cinacalcet HCl under the brand name Sensipar™. Both Amgen and Kirin have contractually committed to pay us royalties on their sales of cinacalcet HCl. Kirin is presently in Phase III clinical trials with cinacalcet HCl. PREOS is our most advanced product candidate. PREOS® is our brand name for recombinant, full-length human parathyroid hormone that we are developing for the treatment of osteoporosis. We have successfully completed a pivotal Phase III clinical trial with PREOS. We are preparing a new drug application, or NDA, to be filed with the FDA for approval to market PREOS in the U.S. that we plan to file by the end of 2004. We are also conducting other clinical trials with PREOS to support the filing of the NDA. We have granted to Nycomed Danmark ApS, the selling stockholder, the exclusive right to market and sell PREOS in Europe. We are conducting a pivotal Phase III clinical trial with teduglutide, our analog of glucagon-like peptide 2, in patients with short bowel syndrome and are also conducting a proof-of-concept Phase II clinical trial in patients with Crohn’s disease. Additionally, we are studying isovaleramide, a small organic molecule, in a Phase II clinical trial for acute treatment of migraine. Additional Phase I clinical development programs include calcilytic compounds for the treatment of osteoporosis; and delucemine for acute and urgent symptoms of major depressive disorders. Certain calcilytic compounds are licensed to and are being developed by GlaxoSmithKline. We have entered into collaborative research, development and license agreements with AstraZeneca AB and Janssen Pharmaceutical N.V., a subsidiary of Johnson & Johnson, with respect to certain other of our product development programs.

        We originally incorporated in Utah in 1986 and reincorporated in Delaware in 1992. In December 1999, we acquired Allelix Biopharmaceuticals, Inc., or Allelix, a biopharmaceutical company based in Ontario, Canada. We now operate Allelix as a subsidiary, and refer to it as NPS Allelix. Our executive offices are located at 420 Chipeta Way, Salt Lake City, Utah 84108-1256. Our telephone number is (801) 583-4939. Our Internet site is at http://www.npsp.com. Information found on our Internet site is not part of this prospectus.

        “NPS”, “NPS Pharmaceuticals” and “PREOS” are our registered trademarks. All other trademarks, trade names or service marks appearing in this prospectus are the property of their respective owners.

1

RISK FACTORS

        Before making an investment in our common stock, you should carefully consider the following risk factors, in addition to the other information included or incorporated by reference into this prospectus. The risks set out below are not the only risks we face. If any of the following risks occur, our business, financial condition or results of operations would likely suffer. In that case, the trading price of our common stock could decline, and you may lose all or part of the money you paid to buy our common stock.

Risks Related to Our Business

        We have a history of operating losses. We expect to incur net losses and we may never achieve ormaintain profitability.

        With the exception of 1996, we have not been profitable since our inception in 1986. We reported net losses of $170.4 million, $86.8 million and $50.0 million for the years ended 2003, 2002 and 2001, respectively, and a net loss of $35.7 million for the three months ended March 31, 2004. As of March 31, 2004, we had an accumulated deficit of approximately $453.9 million. We have not generated any revenue from product sales or royalties from product sales to date, and it is possible that we will never have significant product sales revenue or royalty revenue. We expect to continue to incur losses for at least the next several years as we and our collaborators and licensees pursue clinical trials and research and development efforts. To become profitable, we, either alone or with our collaborators and licensees, must successfully develop, manufacture and market our current product candidates, particularly PREOS and Sensipar, as well as continue to identify, develop, manufacture and market new product candidates. It is possible that we will never have significant product sales revenue or receive significant royalties on our licensed product candidates.

        We may need additional financing, but our access to capital funding is uncertain.

        Our current and anticipated operations, particularly our product development and commercialization programs for PREOS and teduglutide, require substantial capital. We expect that our existing cash and cash equivalents will sufficiently fund our current and planned operations through at least mid-2005. However, our future capital needs will depend on many factors, including Amgen’s success in marketing and selling Sensipar, the extent to which we enter into collaboration agreements with respect to any of our proprietary product candidates, receive milestone payments from our collaborators and make progress in our internally funded research, development and commercialization activities. Our capital requirements will also depend on the magnitude and scope of these activities, our ability to maintain existing and establish new collaborations, the terms of those collaborations, the success of our collaborators in developing and marketing products under their respective collaborations with us, the success of our contract manufacturers in producing clinical and commercial supplies of our product candidates on a timely basis and in sufficient quantities to meet our requirements, competing technological and market developments, the time and cost of obtaining regulatory approvals, the extent to which we choose to commercialize our future products through our own sales and marketing capabilities, the cost of preparing, filing, prosecuting, maintaining and enforcing patent and other rights and our success in acquiring and integrating complimentary products, technologies or companies. We do not have committed external sources of funding, and we cannot assure you that we will be able to obtain additional funds on acceptable terms, if at all. If adequate funds are not available, we may be required to:

• engage in equity financings that would be dilutive to current stockholders;

• delay, reduce the scope of or eliminate one or more of our development programs;

• obtain funds through arrangements with collaborators or others that may require us to relinquish rights to technologies, product candidates or products that we would otherwise seek to develop or commercialize ourselves; or

• license rights to technologies, product candidates or products on terms that are less favorable to us than might otherwise be available.

        If funding is insufficient at any time in the future, we may not be able to develop or commercialize our products, take advantage of business opportunities or respond to competitive pressures.

2

        Failure of Amgen to effectively market Sensipar may reduce our potential royalty revenues.

        We are reliant on the efforts of Amgen in promoting and selling Sensipar in its territory. If Amgen does not dedicate sufficient resources to the promotion of Sensipar, or if Amgen fails in its marketing efforts, the royalty revenues we receive from sales of Sensipar by Amgen will decrease and our business and operating results will be adversely affected.

        With the exception of cinacalcet HCl, we have not developed any commercial drugs. We may never develop any other commercial drugs or products that generate revenues.

        Our existing product candidates will require significant additional development, clinical trials, regulatory clearances and additional investment before they can be commercialized. Our product development efforts may not lead to commercial drugs for a number of reasons, including the failure of our product candidates to be safe and effective in clinical trials or because we have inadequate financial or other resources to pursue the programs through the clinical trial process. We do not expect to be able to market any of our existing product candidates for a number of years, if at all.

        We are substantially dependent on our ability to successfully and timely complete clinical trials and obtain regulatory approval to market our most advanced product candidate, PREOS. Our business will be materially harmed and our stock price adversely affected if regulatory approval is not obtained with respect to either or both of these product candidates.

        We have successfully completed a pivotal Phase III clinical trial for PREOS and are preparing an NDA to be filed with the FDA by the end of 2004. We are also conducting other clinical trials with PREOS to support the filing of the NDA. Our success will depend, to a great degree, on our ability to obtain the requisite regulatory approval to market PREOS. The process of obtaining FDA and other regulatory approvals is costly, time consuming, uncertain and subject to unanticipated delays. In order to obtain the necessary regulatory approval, we must demonstrate with substantial evidence from well-controlled clinical trials and to the satisfaction of the applicable regulatory reviewing agency that PREOS is both safe and efficacious. While we have completed Phase III clinical trials with PREOS and announced the successful results from that study, there is no assurance that the FDA or the EMEA will accept the results of that study, or our other studies with PREOS and determine that the applicable regulatory requirements for approval have been met. We cannot predict the ability of our third party service providers to collect the data from our trials with PREOS, analyze the data, and deliver their final reports to us. There may be significant delays in this process. We are presently engaged in legal proceedings with PharmData Inc., one of the contract research organizations engaged in the compilation and analysis of data from certain of our clinical trials, including the Phase I clinical pharmacokinetics studies with PREOS. As a result of the dispute with PharmData, we will likely have to retain the services of another contract research organization to complete the work PharmData had been engaged to provide. This may result in a delay in filing the NDA for PREOS of several weeks to months. The FDA may require additional testing for safety and efficacy, which would result in a substantial delay in the regulatory approval process. If we fail to successfully obtain regulatory approvals for PREOS or we face significant delays, our business will be materially harmed and our stock price will be adversely affected.

        We have no manufacturing capabilities. We depend on third parties, including a number of sole suppliers, for manufacturing and storage of our product candidates used in our clinical trials and planned for use in our commercial launch of our products. Product introductions may be delayed or suspended and commercial sales may be restricted if the manufacture of our products is interrupted or discontinued.

        We do not have manufacturing facilities to produce sufficient supplies of PREOS, teduglutide or any of our other product candidates to support clinical trials or commercial launch of these products, if they are approved. We are dependent on third parties for manufacturing and storage of our product candidates. If we are unable to contract for a sufficient supply of our product candidates on acceptable terms, or if we encounter delays or difficulties in the manufacturing process or our relationships with our manufacturers, we may not have sufficient product to conduct or complete our clinical trials or support preparations for the commercial launch of our product candidates, if approved.

        We have entered into agreements with contract manufacturers to manufacture clinical and commercial supplies of PREOS. These contract manufacturers are our only source for the production and formulation of PREOS. To date, these contract manufacturers have produced only small quantities of PREOS relative to those needed for commercialization. In addition, in the past we have experienced difficulties in producing clinical supplies of PREOS that meet our specifications. We cannot be certain that these difficulties will not reoccur in the future.

3

        We will depend on contract manufacturers to supply commercial-scale quantities of PREOS. In October 2002, we entered into an agreement with Boehringer Ingelheim Austria GmbH, or BI, for the manufacture of bulk drug supplies of PREOS in support of commercial launch. Under this agreement, we have initiated the technology transfer process and are implementing appropriate testing, documentation and quality standards and procedures in preparation for the commencement of commercial production. The technology transfer process will be lengthy and complicated, and we will expend substantial resources over the term of the agreement. We will be required to establish bioequivalency between the finished drug product used in the conduct of our clinical trials and the commercial supplies of the finished drug product composed of the bulk drug product manufactured by BI. Additionally, FDA and comparable foreign regulatory approvals of the production process at BI may be required. The BI agreement further provides a general basis for the parties to mutually agree as to the terms of any future production of PREOS, based in part on current projections as to yield and other matters. Any failure to successfully transition on a timely basis our bulk manufacturing to BI would delay our commercialization efforts.

        We depend on a number of contract manufacturers to supply key components of PREOS. For instance, we depend on SynCo Bio Partners B.V., or SynCo, and BI to produce supplies of bulk drug product of PREOS to support clinical trials and commercial launch. To date SynCo has been able to produce sufficient supplies of bulk drug product to meet our requirements. The technology transfer process at BI has started and we expect BI to be able to produce bulk drug supply of PREOS on a timely basis. We also depend on Vetter Pharma-Fertigung GmbH, or Vetter, for the production of finished supplies of PREOS. Because the “fill and finish” part of the manufacturing process for PREOS requires the use of Vetter’s proprietary technology, Vetter is our sole source for finished supplies of PREOS. Absent the development of an alternative method of delivery of PREOS, we will remain dependent on the availability of this proprietary technology. Vetter has only produced small quantities of finished supplies of PREOS to date. There is a risk that Vetter may not be able to scale to commercial production of PREOS. We are also subject to the risk that disruptions in Vetter’s operations would result in delays in PREOS’ clinical trials, regulatory approvals and commercial introduction. In January 2004, we entered into a capacity reservation agreement with Vetter under which we have reserved future production capacity at Vetter for commercial supplies of PREOS. If Vetter is unable to produce finished supplies of PREOS in required quantities, on a timely basis or at all, we could be forced to ultimately develop an alternative delivery process for PREOS, which would require additional clinical trials and regulatory approvals. Any disruption or termination of our relationship with Vetter would materially harm our business and financial condition and cause our stock price to decline.

        We have also entered into arrangements with contract manufacturers for supplies of teduglutide and isovaleramide. If clinical supplies of teduglutide or isovaleramide are disrupted, exhausted, or fail to arrive when needed, we will have to substantially curtail or postpone initiation of planned clinical trials with those product candidates.

        Dependence on contract manufacturers for commercial production involves a number of risks, many of which are outside our control. These risks include potential delays in transferring technology, and the inability of our contract manufacturer to scale production on a timely basis, to manufacture commercial quantities at reasonable costs, to comply with current good manufacturing practices and to implement procedures that result in the production of drugs that meet our specifications and regulatory requirements.

        Our reliance on contract manufacturers exposes us to additional risks, including:

• there may be delays in scale-up to quantities needed for clinical trials or failure to manufacture such quantities to our specifications, or to deliver such quantities on the dates we require;

• our current and future manufactures are subject to ongoing, periodic, unannounced inspection by the FDA and corresponding state and international regulatory authorities for compliance with strictly enforced cGMP regulations and similar foreign standards, and we do not have control over our contract manufactures’ compliance with these regulations and standards;

• our current and future manufacturers may not be able to comply with applicable regulatory requirements, which would prohibit them from manufacturing products for us;

• if we need to change to other commercial manufacturing contractors, the FDA and comparable foreign regulators must approve these contractors prior to our use, which would require new testing and compliance inspections, and the new manufacturers would have to be educated in, or themselves develop substantially equivalent processes necessary for, the production or our products;

4

• our manufacturers might not be able to fulfill our commercial needs, which would require us to seek new manufacturing arrangements and may result in substantial delays in meeting market demand; and

• we may not have intellectual property rights, or may have to share intellectual property rights, to any improvements in the manufacturing processes or new manufacturing processes for our products.

        Any of these factors could cause us to delay or suspend clinical trials, regulatory submission, required approvals or commercialization of our products under development, entail higher costs and result in our being unable to effectively commercialize our products.

        We do not currently intend to manufacture any of our product candidates, although we may choose to do so in the future. If we decide to manufacture our products, we would be subject to the regulatory risks and requirements described above. We would also be subject to similar risks regarding delays or difficulties encountered in manufacturing our pharmaceutical products and we would require additional facilities and substantial additional capital. We cannot assure you that we would be able to manufacture any of our products successfully in accordance with regulatory requirements and in a cost-effective manner.

        Clinical trials are long, expensive and uncertain processes and the FDA may ultimately not approve any of our product candidates. We cannot assure you that data collected from preclinical and clinical trials of our product candidates will be sufficient to support approval by the FDA, the failure of which could delay our profitability and adversely affect our stock price.

        Many of our research and development programs are at an early stage. Clinical trials are long, expensive and uncertain processes. Clinical trials may not be commenced or completed on schedule, and the FDA may not ultimately approve our product candidates for commercial sale. Further, even if the results of our preclinical studies or clinical trials are initially positive, it is possible that we will obtain different results in the later stages of drug development or that results seen in clinical trials will not continue with longer-term treatment. Drugs in late stages of clinical development may fail to show the desired safety and efficacy traits despite having progressed through initial clinical testing. For example, positive results in early Phase I or Phase II clinical trials may not be repeated in larger Phase II or Phase III clinical trials. All of our potential drug candidates are prone to the risks of failure inherent in drug development. The clinical trials of any of our drug candidates, including PREOS, teduglutide and isovaleramide, could be unsuccessful, which would prevent us from commercializing the drug. Our failure to develop safe, commercially viable drugs would substantially impair our ability to generate revenues and sustain our operations and would materially harm our business and adversely affect our stock price.

        If we fail to maintain our existing or establish new collaborative relationships, or if ourcollaborators do not devote adequate resources to the development and commercialization of our licensed drugcandidates, we may have to reduce our rate of product development and may not see products brought to market orbe able to achieve profitability.

        Our strategy for developing, manufacturing and commercializing our products includes entering into various relationships with large pharmaceutical companies to advance many of our programs. We have granted exclusive development, commercialization and marketing rights to a number of our collaborators for some of our key product development programs, including Sensipar, calcilytics, mGluRs and glycine reuptake inhibitors. Except in the case of our collaboration with AstraZeneca for research involving mGluRs, our collaborators have full control over those efforts in their territories and the resources they commit to the programs. Accordingly, the success of the development and commercialization of product candidates in those programs depends on their efforts and is beyond our control. For us to receive any significant milestone or royalty payments from our collaborators, they must advance drugs through clinical trials, establish the safety and efficacy of our drug candidates, obtain regulatory approvals and achieve market acceptance of those products. As a result, if a collaborator elects to terminate its agreement with us with respect to a research program, our ability to advance the program may be significantly impaired or we may elect to discontinue funding the program altogether. For example, in early 2002, Abbott terminated its agreement with respect to isovaleramide, and Forest Laboratories terminated its agreement with us with respect to ALX-0646. As a result, the advancement of these programs was delayed.

        Under our agreement with AstraZeneca, we are required to co-direct the research and to pay for an equal share of the preclinical research costs, including capital and a minimum number of personnel through March 2006 unless earlier terminated by AstraZeneca or us upon six months advance written notice. This commitment of personnel and capital may limit or restrict our ability to initiate or pursue other research efforts.

5

        As part of our product development and commercialization strategy, we evaluate whether to seek collaborators for our product candidates. If we elect to collaborate, we may not be able to negotiate collaborative arrangements for our product candidates on acceptable terms, if at all. If we are unable to establish collaborative arrangements, we will either need to increase our expenditures and undertake the development and commercialization activities at our own expense or delay further development of the affected product candidate.

        Collaborative agreements, including our existing collaborative agreements, pose the following risks:

• our contracts with collaborators may be terminated and we may not be able to replace our collaborators;

• the terms of our contracts with our collaborators may not be favorable to us in the future;

• our collaborators may not pursue further development and commercialization of compounds resulting from their collaborations with us;

• a collaborator with marketing and distribution rights to one or more of our product candidates, such as Nycomed, may not commit enough resources to the marketing and distribution of such candidates;

• disputes with our collaborators may arise, leading to delays in or termination of the research, development or commercialization of our product candidates, or resulting in significant litigation or arbitration;

• contracts with our collaborators may fail to provide significant protection if one or more of them fail to perform;

• in some circumstances, if a collaborator terminates an agreement, or if we are found to be in breach of our obligations, we may be unable to secure all of the necessary intellectual property rights and regulatory approval to continue developing the same compound or product;

• our collaborators could independently develop, or develop with third parties, drugs that compete with our products; and

• we may be unable to meet our financial or other obligations under our collaborative agreements.

        We cannot assure you of the success of our current collaborative efforts nor can we assure you of the success of any of our future collaborative efforts. If our collaborative efforts fail, our business and financial condition would be materially harmed.

        Because we do not have experience in marketing, selling or distributing pharmaceutical products, we maybe unable to market and sell our products and generate revenues.

        We have recruited and continue to recruit sales, marketing, market research, and product planning personnel. However, we still require additional sales, marketing and distribution capabilities. In order to commercialize any product candidates for which we receive FDA approval, we will have to develop a sales and marketing force or rely on third parties to perform these functions. To market products directly, we will have to develop a marketing and sales force with technical expertise and supporting distribution capability. Our inability to develop expertise and attract skilled marketing and sales personnel to establish in-house sales and distribution capabilities may limit our ability to gain market acceptance for our products and generate revenues. For example, if the FDA grants approval for the commercialization of PREOS, we will be unable to introduce the product to market without developing these capabilities internally or establishing a marketing collaboration with another company with those resources. We have begun to develop our internal sales and marketing force but cannot assure you that we will be successful in our efforts to establish this force. Further, if we establish relationships with one or more large pharmaceutical companies with existing distribution systems and direct sales forces to market any or all of our product candidates, we cannot assure you that we will be able to enter into or maintain agreements with these companies on acceptable terms, if at all. We have granted Nycomed the exclusive right to commercialize PREOS in Europe. In return, Nycomed has agreed to pay us a royalty on its net sales of PREOS in Europe. We are dependent on Nycomed’s efforts to build a sales organization in Europe to market and sell PREOS. There can be no assurance that Nycomed will direct adequate resources to the commercialization of PREOS in Europe or that it will be successful in its efforts.

6

        In addition, we expect to begin to incur significant expenses in developing sales, marketing and distribution capabilities in advance of determining our commercialization strategy with respect to one or more of our product candidates, including determining whether to establish a collaboration with one or more pharmaceutical companies. The determination of our commercialization strategy with respect to a product candidate will depend on a number of factors, including:

• the extent to which we are successful in securing collaborative partners to offset some or all of the funding obligations with respect to product candidates;

• the extent to which our agreement with our collaborators permits us to exercise marketing or promotion rights with respect to the product candidate;

• how our product candidates compare to competitive products with respect to labeling, pricing, therapeutic effect and method of delivery; and

• whether we are able to establish agreements with third party collaborators, including large pharmaceutical companies, with respect to any of our product candidates on terms that are acceptable to us.

        A number of these factors are outside of our control and will be difficult to determine. Therefore, we may change commercialization strategies by entering into agreements with our collaborators or third parties after we have incurred significant expenses in developing internal sales, marketing and distribution capabilities. A change of this nature could result in increased expenses or delays in commercialization and therefore could delay revenues and adversely affect our future operating results.

        Because of the uncertainty of pharmaceutical pricing, reimbursement and healthcare reform measures, wemay be unable to sell our products profitably.

        The availability of reimbursement by governmental and other third-party payors affects the market for any pharmaceutical product. These third-party payors continually attempt to contain or reduce the costs of healthcare. There have been a number of legislative and regulatory proposals to change the healthcare system and further proposals are likely. Under current guidelines, Medicare does not reimburse patients for self-administered drugs. Medicare’s policy may decrease the market for our products that are designed to treat patients with age-related disorders, such as osteoporosis and hyperparathyroidism. Significant uncertainty exists with respect to the reimbursement status of newly approved healthcare products. In addition, third-party payors are increasingly challenging the price and cost-effectiveness of medical products and services. We might not be able to sell our products profitably or recoup the value of our investment in product development if reimbursement is unavailable or limited in scope, particularly for product candidates addressing small patient populations, such as teduglutide for the treatment of short bowel syndrome.

        As a result of intense competition and technological change in the pharmaceutical industry, themarketplace may not accept our products, and we may not be able to complete successfully against other companiesin our industry and achieve profitability.

        Many of our competitors have drug products that have already been approved or are in development, and operate large, well-funded research and development programs in these fields. For example, Forteo, a fragment of the full-length parathyroid hormone for the treatment of osteoporosis, was introduced into the United States market in December 2002 by Lilly as a treatment for patients with osteoporosis who are at high risk of bone fracture. If PREOS is approved by the FDA, it will compete directly with Forteo and other approved therapies, including supplementing dietary calcium and vitamin D, estrogen replacement therapies, calcitonin bisphosphonate and selective estrogen modulators therapies. Many of our competitors have substantially greater financial and management resources, superior intellectual property positions and greater manufacturing, marketing and sales capabilities, areas in which we have limited or no experience. In addition, many of our competitors have significantly greater experience than we do in undertaking preclinical testing and clinical trials of new or improved pharmaceutical products and obtaining required regulatory approvals. Consequently, our competitors may obtain FDA and other regulatory approvals for product candidates sooner and may be more successful in manufacturing and marketing their products than we or our collaborators.

        Existing and future products, therapies and technological approaches will compete directly with the products we seek to develop. Current and prospective competing products may provide greater therapeutic benefits for a specific problem, may offer easier delivery or may offer comparable performance at a lower cost. Any product candidate that we develop and that obtains regulatory approval must then compete for market acceptance and market share. Our product candidates may not gain market acceptance among physicians, patients, healthcare payors and the medical community. Further, any products we develop may become obsolete before we recover any expenses we incurred in connection with the development of these products. As a result, we may never achieve profitability.

7

        We may be unable to obtain patents to protect our technologies from other companies with competitive products, and patents of other companies could prevent us from manufacturing, developing or marketing our products.

        The patent positions of pharmaceutical and biotechnology firms are uncertain and involve complex legal and factual questions. The U.S. Patent and Trademark Office has not established a consistent policy regarding the breadth of claims that it will allow in biotechnology patents. If it allows broad claims, the number and cost of patent interference proceedings in the U.S. and the risk of infringement litigation may increase. If it allows narrow claims, the risk of infringement may decrease, but the value of our rights under our patents, licenses and patent applications may also decrease. In addition, the scope of the claims in a patent application can be significantly modified during prosecution before the patent is issued. Consequently, we cannot know whether our pending applications will result in the issuance of patents or, if any patents are issued, whether they will provide us with significant proprietary protection or will be circumvented, invalidated, or found to be unenforceable. Until recently, patent applications in the United States were maintained in secrecy until the patents issued, and publication of discoveries in scientific or patent literature often lags behind actual discoveries. Patent applications filed in the United States after November 2000 generally will be published 18 months after the filing date unless the applicant certifies that the invention will not be the subject of a foreign patent application. We cannot assure you that, even if published, we will be aware of all such literature. Accordingly, we cannot be certain that the named inventors of our products and processes were the first to invent that product or process or that we were the first to pursue patent coverage for our inventions.

        Our commercial success depends in part on our ability to maintain and enforce our proprietary rights. If third parties engage in activities that infringe our proprietary rights, our management’s focus will be diverted and we may incur significant costs in asserting our rights. We may not be successful in asserting our proprietary rights, which could result in our patents being held invalid or a court holding that the third party is not infringing, either of which would harm our competitive position. In addition, we cannot assure you that others will not design around our patented technology.

        Moreover, we may have to participate in interference proceedings declared by the United States Patent and Trademark Office or other analogous proceedings in other parts of the world to determine priority of invention and the validity of patent rights granted or applied for, which could result in substantial cost and delay, even if the eventual outcome is favorable to us. We cannot assure you that our pending patent applications, if issued, would be held valid or enforceable. Additionally, many of our foreign patent applications have been published as part of the patent prosecution process in such countries. Protection of the rights revealed in published patent applications can be complex, costly and uncertain.

        In order to protect goodwill associated with our company and product names, we rely on trademark protection for our marks. The United States Patent and Trademark Office has approved the registration of the trademark “PREOS.” A third party may assert a claim that the PREOS mark is confusingly similar to its mark, and such claims or objections by the FDA could force us to select a new name for PREOS, which could cause us to incur additional expense or delay its introduction to market.

        We also rely on trade secrets, know-how and confidentially provisions in our agreements with our collaborators, employees and consultants to protect our intellectual property. However, these and other parties may not comply with the terms of their agreements with us, and we might be unable to adequately enforce our rights against these people or obtain adequate compensation for the damages caused by their unauthorized disclosure or use. Our trade secrets or those of our collaborators may become known or may be independently discovered by others.

        Our products and product candidates may infringe the intellectual property rights of others, which could increase our costs and negatively affect our profitability.

        Our success also depends on avoiding infringement of the proprietary technologies of others. In particular, there may be certain issued patents and patent applications claiming subject matter which we or our collaborators may be required to license in order to research, develop or commercialize at least some of our product candidates, including PREOS and teduglutide. In addition, third parties may assert infringement or other intellectual property claims against us based on our patents or other intellectual property rights. An adverse outcome in these proceedings could subject us to significant liabilities to third parties, require disputed rights to be licensed from third parties or require us to cease or modify our use of the technology. If we are required to license such technology, we cannot assure you that a license under such patents and patent applications will be available on acceptable terms or at all. Further, we may incur substantial costs defending ourselves in lawsuits against charges of patent infringement or other unlawful use of another’s proprietary technology.

8

        We are subject to extensive government regulations that may cause us to cancel or delay the introduction of our products to market.

        Our research and development activities and the clinical investigation, manufacture, distribution and marketing of drug products are subject to extensive regulation by governmental authorities in the United States and other countries. Prior to marketing in the United States, a drug must undergo rigorous testing and an extensive regulatory approval process implemented by the FDA under federal law, including the Federal Food, Drug and Cosmetic Act. To receive approval, we or our collaborators must, among other things, demonstrate with substantial evidence from well-controlled clinical trials that the product is both safe and effective for each indication where approval is sought. Depending upon the type, complexity and novelty of the product and the nature of the disease or disorder to be treated, that approval process can take several years and require substantial expenditures. Data obtained from testing are susceptible to varying interpretations that could delay, limit or prevent regulatory approvals of our products. Drug testing is subject to complex FDA rules and regulations, including the requirement to conduct human testing on a large number of test subjects. We, our collaborators or the FDA may suspend human trials at any time if a party believes that the test subjects are exposed to unacceptable health risks. We cannot assure you that any of our product candidates will be safe for human use. Other countries also have extensive requirements regarding clinical trials, market authorization and pricing. These regulatory schemes vary widely from country to country, but, in general, are subject to all of the risks associated with United States approvals.

        If any of our products receive regulatory approval, the approval will be limited to those disease states and conditions for which the product is safe and effective, as demonstrated through clinical trials. In addition, results of pre-clinical studies and clinical trials with respect to our products could subject us to adverse product labeling requirements which could harm the sale of such products. Even if regulatory approval is obtained, later discovery of previously unknown problems may result in restrictions of the product, including withdrawal of the product from the market. Further, governmental approval may subject us to ongoing requirements for post-marketing studies. Even if we obtain governmental approval, a marketed product, its respective manufacturer and its manufacturing facilities are subject to unannounced inspections by the FDA and must comply with the FDA’s current Good Manufacturing Practices, or cGMP, and other regulations. These regulations govern all areas of production, record keeping, personnel and quality control. If a manufacturer fails to comply with any of the manufacturing regulations, it may be subject to, among other things, product seizures, recalls, fines, injunctions, suspensions or revocations of marketing licenses, operating restrictions and criminal prosecution. Other countries also impose similar manufacturing requirements.

        If we fail to attract and retain key employees, the development and commercialization of our products may be adversely affected.

        We depend heavily on the principal members of our scientific and management staff. If we lose any of these persons, our ability to develop products and become profitable could suffer. The risk of being unable to retain key personnel may be increased by the fact that we have not executed long-term employment contracts with our employees. We do not carry life insurance policies on any of our employees. Our future success will also depend in large part on our ability to attract and retain other highly qualified scientific and management personnel. We face competition for personnel from other companies, academic institutions, government entities and other organizations. We have operations in Salt Lake City, Utah, Parsipanny, New Jersey, Mississauga, Ontario and Toronto, Ontario. We also have executive officers and principal members of our scientific staff at each of these locations. Our future success will depend in part on how well we are able to integrate each of their efforts with the operations of the Company and how successful they are in managing personnel who are working on the same program but are spread out at various geographic locations.

        If product liability claims are brought against us or we are unable to obtain or maintain product liability insurance, we may incur substantial liabilities that could reduce our financial resources.

        The clinical testing and commercial use of pharmaceutical products involves significant exposure to product liability claims. We have obtained limited product liability insurance coverage for our clinical trial on humans, however, our insurance coverage may be insufficient to protect us against all product liability damages. Further, liability insurance coverage is becoming increasingly expensive and we might not be able to obtain or maintain product liability insurance in the future on acceptable terms or in sufficient amounts to protect us against product liability damages. Regardless of merit or eventual outcome, liability claims may result in decreased demand for a future product, injury to reputation, withdrawal of clinical trial volunteers, loss of revenue, costs of litigation, distraction of management and substantial monetary awards to plaintiffs. Additionally, if we are required to pay a product liability claim, we may not have sufficient financial resources to complete development or commercialization of any of our product candidates and our business and results of operations will be adversely affected.

9

        Our operations involve hazardous materials and we must comply with environmental laws and regulations, which can be expensive and restrict how we do business.

        Our research and development activities involve the controlled use of hazardous materials, radioactive compounds and other potentially dangerous chemicals and biological agents. Although we believe our safety procedures for these materials comply with governmental standards, we cannot entirely eliminate the risk of accidental contamination or injury from these materials. We currently have insurance, in amounts and on terms typical for companies in businesses that are similarly situated, that could cover all or a portion of a damage claim arising from our use of hazardous and other materials. However, if an accident or environmental discharge occurs, and we are held liable for any resulting damages, the associated liability could exceed our insurance coverage and our financial resources.

Risks Related to Our Common Stock

        Our stock price has been and may continue to be volatile and an investment in our common stock couldsuffer a decline in value.

        You should consider an investment in our common stock as risky and invest only if you can withstand a significant loss and wide fluctuations in the market value of your investment. We receive only limited attention by securities analysts and frequently experience an imbalance between supply and demand for our common stock. The market price of our common stock has been highly volatile and is likely to continue to be volatile. Factors affecting our common stock price include:

• fluctuations in our operating results;

• announcements of technological innovations or new commercial products by us, our collaborators or our competitors;

• published reports by securities analysts;

• the progress of our and our collaborators’ clinical trials, including our and our collaborators’ ability to produce clinical supplies of our product candidates on a timely basis and in sufficient quantities to meet our clinical trial requirements;

• governmental regulation and changes in medical and pharmaceutical product reimbursement policies;

• developments in patent or other intellectual property rights;

• publicity concerning the discovery and development activities by our licensees;

• public concern as to the safety and efficacy of drugs that we and our competitors develop; and

• general market conditions.

        Antitakeover provisions in our Certificate of Incorporation, Bylaws, stockholder rights plan and under Delaware law may discourage or prevent a change of control.

        Provisions of our Certificate of Incorporation and Bylaws and Section 203 of the Delaware General Corporation Law could delay or prevent a change of control of the Company. For example, our Board of Directors, without further stockholder approval, may issue preferred stock that could delay or prevent a change of control as well as reduce the voting power of the holders of common stock, even to the extent of losing control to others. In addition, our Board of Directors has adopted a stockholder rights plan, commonly known as a “poison pill,” that may delay or prevent a change of control.

10

        Substantial future sales of our common stock by us or by our existing stockholders could cause our stock price to fall.

        Additional equity financings or other share issuances by us could adversely affect the market price of our common stock. Sales by existing stockholders of a large number of shares of our common stock in the public market, including the sale of shares pursuant to this prospectus by Nycomed, and the sale of shares issued in connection with strategic alliances, or the perception that such additional sales could occur, could cause the market price of our common stock to drop.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

        This prospectus and the documents incorporated by reference herein contain forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements represent our management’s judgment regarding future events. In many cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “plan,” “expect,” “anticipate,” “estimate,” “predict,” “intend,” “potential” or “continue” or the negative of these terms or other words of similar import, although some forward-looking statements are expressed differently. All statements other than statements of historical fact included in this prospectus and the documents incorporated by reference therein regarding our financial position, business strategy and plans or objectives for future operations are forward-looking statements. Without limiting the broader description of forward-looking statements above, we specifically note that statements regarding potential drug candidates, their potential therapeutic effect, the possibility of obtaining regulatory approval, our ability or the ability of our collaborators to manufacture and sell any products, market acceptance or our ability to earn a profit from sales or licenses of any drug candidate or discover new drugs in the future are all forward-looking in nature. We cannot guarantee the accuracy of the forward-looking statements, and you should be aware that results and events could differ materially and adversely from those contained in the forward-looking statements due to a number of factors, including:

• the risks inherent in our research and development activities, including the successful continuation of our strategic collaborations, our and our collaborators’ ability to successfully complete clinical trials, commercialize products and receive required regulatory approvals, and the length, time and cost of obtaining such regulatory approvals;

• competitive factors;

• our ability to maintain the level of our expenses consistent with our internal budgets and forecasts;

• the ability of our contract manufacturers to successfully produce adequate clinical supplies of our product candidates to meet our clinical trial and commercial launch requirements;

• changes in our relationships with our collaborators;

• variability of our royalty, license and other revenues;

• our ability to enter into and maintain agreements with current and future collaborators on commercially reasonable terms;

• uncertainty regarding our patents and patent rights;

• compliance with current or prospective governmental regulation;

• technological change; and

• general economic and market conditions.

        You should also consider carefully the statements set forth in the section entitled “Risk Factors” of this prospectus, which addresses these and additional factors that could cause results or events to differ from those set forth in the forward-looking statements. All subsequent written and oral forward-looking statements attributable to us or to persons acting on our behalf are expressly qualified in their entirety by the applicable cautionary statements. We have no plans to update these forward-looking statements.

11

USE OF PROCEEDS

        We will not receive any of the proceeds from the sale of the shares by the selling stockholder.

SELLING STOCKHOLDER

        We are registering all 1,333,333 shares covered by this prospectus on behalf of Nycomed Danmark ApS, the selling stockholder. Nycomed acquired the shares from us on July 7, 2004, in a transaction exempt from registration under the Securities Act of 1933, pursuant to a Stock Purchase Agreement we entered into with Nycomed on April 20, 2004. In connection with the Stock Purchase Agreement, we entered into a Registration Rights Agreement with Nycomed, and the Registration Statement to which this prospectus relates was filed pursuant to the terms of that agreement. For additional information on the restrictions and other terms of the Registration Rights Agreement, you should refer to the information provided below under the caption “Plan of Distribution.”

        On April 20, 2004, we also entered into a distribution and license agreement granting Nycomed rights to develop and market PREOS in Europe, including the Commonwealth of Independent States (CIS) and Turkey. Under the terms of this agreement, Nycomed is responsible for European clinical development, registration and marketing of PREOS, and has agreed to pay us up to an aggregate of $25 million in milestone payments upon certain regulatory approvals and achievement of certain sales targets with respect to PREOS.

        The following table sets forth information as of July 7, 2004 with respect to the selling stockholder and the number of shares of common stock beneficially owned by the selling stockholder:

Name	Shares Owned Prior to Offering	Shares Being Offered	Shares Owned Upon Completion of Offering	Percentage Owned Upon Completion of Offering (1)
Nycomed Danmark ApS	1,333,333	1,333,333	0	0

(1) We do not know when or in what amounts the selling stockholder may offer shares for sale. The selling stockholder might not sell any or all of the shares offered by this prospectus. Because the selling stockholder may offer all or some of the shares pursuant to this offering, and because there are currently no agreements, arrangements or understandings with respect to the sale of any of the shares, we cannot estimate the number of the shares that will be held by the selling stockholder after completion of the offering. However, for purposes of this table, we have assumed that, after completion of the offering, none of the shares covered by this prospectus will be held by the selling stockholder.

12

PLAN OF DISTRIBUTION

        We are registering the shares of our common stock to permit the public offer and sale of these securities by the selling stockholder from time to time after the date of this prospectus.

        We will not receive any of the proceeds from the offering of the shares of our common stock by the selling stockholder. The shares of common stock may be sold from time to time directly by the selling stockholder or, alternatively, through underwriters, broker-dealers or agents. If shares of common stock are sold through underwriters or broker-dealers, the selling stockholder will be responsible for underwriting discounts or commissions or agents’ commissions.

        The shares of common stock may be sold:

• in one or more transactions at fixed prices;

• at prevailing market prices at the time of sale;

• at varying prices determined at the time of sale; or

• at negotiated prices.

        Such sales may be effected in transactions, which may involve block trades or transactions in which the broker acts as agent for the seller and the buyer:

• on any national securities exchange or quotation service on which the shares of common stock may be listed or quoted at the time of sale;

• in the over-the-counter market;

• in transactions otherwise than on a national securities exchange or quotation service or in the over-the-counter market; or

• through the writing of options.

        In connection with dispositions of shares of common stock, the selling stockholder may:

• enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the shares of common stock in the course of hedging the positions they assume;

• sell short and deliver shares of common stock to close out the short positions; or

• loan or pledge shares of common stock to broker-dealers that in turn may sell the shares.

        To the extent required, this prospectus may be amended or supplemented from time to time to describe any changes to this plan of distribution. In effecting sales, broker-dealers engaged by the selling stockholder may arrange for other broker-dealers to participate in the resales.

        Broker-dealers or agents may receive compensation in the form of commissions, discounts or concessions from selling stockholder. Broker-dealers or agents may also receive compensation from the purchasers of the shares for whom they act as agents or to whom they sell as principals, or both. Compensation as to a particular broker-dealer might be in excess of customary commissions and will be in amounts to be negotiated in connection with the sale. Broker-dealers or agents and any other participating broker-dealers or the selling stockholder may be deemed to be “underwriters” within the meaning of Section 2(11) of the Securities Act of 1933, when they sell the shares. Accordingly, any commission, discount or concession received by them and any profit on the resale of the shares purchased by them may be deemed to be underwriting discounts or commissions under the Securities Act of 1933.

        If required under applicable state securities laws, the shares will be sold only through registered or licensed brokers or dealers.

13

        In addition, any shares of common stock covered by this prospectus which qualify for sale pursuant to Rule 144 or any other available exemption from registration under the Securities Act may be sold under Rule 144 or any of the other available exemptions rather than pursuant to this prospectus.

        There is no assurance that the selling stockholder will sell any or all of the shares of common stock described in this prospectus, and the selling stockholder may transfer, devise or gift the shares by other means not described in this prospectus.

        The registration rights agreement between us and the selling stockholder contains provisions that could limit the number of shares sold and timing of sales made by the selling stockholder pursuant to this prospectus. In particular, the selling stockholder has agreed to sell no more than 666,667 shares in open market transactions pursuant to this prospectus in any calendar month. These limits cease in certain circumstances identified in the registration rights agreement upon the occurrence of specified change of control-related events.

        The selling stockholder will be subject to applicable provisions of the Exchange Act and the associated rules and regulations under the Securities Exchange Act of 1934, including Regulation M; these provisions may limit the timing of purchases and sales of shares of our common stock by the selling stockholder. We will make copies of this prospectus available to the selling stockholder and have informed it of the need to deliver copies of this prospectus to purchasers at or prior to the time of any sale of the shares.

        We will bear all costs, expenses and fees in connection with the registration of the shares. The selling stockholder will bear all commissions and discounts, if any, attributable to the sales of the shares. The selling stockholder may agree to indemnify any broker-dealer or agent that participates in transactions involving sales of the shares against specific liabilities, including liabilities arising under the Securities Act of 1933. The registration rights agreement provides for us and the selling stockholder to indemnify each other against certain liabilities arising under the Securities Act of 1933.

        We agreed pursuant to the registration rights agreement to use our reasonable best efforts to cause the registration statement to which this prospectus relates to become effective as soon as practicable and to keep the registration statement effective until the earlier of:

• the sale of all the shares registered pursuant to the registration rights agreement, and

• such date that all shares registered pursuant to the registration rights agreement may be sold pursuant to Rule 144(k).

LEGAL MATTERS

        Kevin J. Ontiveros, our Acting General Counsel and Secretary, will pass on the validity of our common stock being offered for sale pursuant to this prospectus.

EXPERTS

        The consolidated financial statements of NPS Pharmaceuticals, Inc. and subsidiaries as of December 31, 2003 and 2002, and for each of the years in the three-year period ended December 31, 2003, and for the period from October 22, 1986 (inception) to December 31, 2003 have been incorporated by reference herein and in the registration statement in reliance upon the report of KPMG LLP, an independent registered public accounting firm, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing. The audit report covering the December 31, 2003 consolidated financial statements refers to a change in the method of amortizing goodwill and intangible assets in 2002.

14

WHERE YOU CAN FIND MORE INFORMATION

        This prospectus is part of a Registration Statement on Form S-3 that we filed with the Securities and Exchange Commission. Certain information in the Registration Statement has been omitted from this prospectus in accordance with the rules of the Securities and Exchange Commission. We file annual, quarterly and special reports, proxy statements and other information with the Securities and Exchange Commission. You may read and copy materials that we have filed with the Securities and Exchange Commission at the Securities and Exchange Commission public reference room located at 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549. Please call the Securities and Exchange Commission at 1-800-SEC-0330 for further information on the public reference room.

        Our common stock is quoted on the Nasdaq National Market under the symbol “NPSP.”

        Our Securities and Exchange Commission filings are also available to the public on the Securities and Exchange Commission’s Internet website at http://www.sec.gov.

        We incorporate by reference into this prospectus the documents listed below and any future filings we make with the Securities and Exchange Commission under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, including any filings after the date of this prospectus, until the selling security holder has sold all of the common stock to which this prospectus relates or the offering is otherwise terminated. The information incorporated by reference is an important part of this prospectus. Any statement in a document incorporated by reference into this prospectus will be deemed to be modified or superseded to the extent a statement contained in (1) this prospectus or (2) any other subsequently filed document that is incorporated by reference into this prospectus modifies or supersedes such statement.

• Our Annual Report on Form 10-K/A for our fiscal year ended December 31, 2003, filed on February 13, 2004, which includes our consolidated financial statements as of December 31, 2003 and 2002 and for each of the years in the three year period ended December 31, 2003, and for the period from October 22, 1986 (inception) through December 31, 2003.

• Our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2004.

• Our Current Reports on Form 8-K filed on February 10, 2004, March 11, 2004, March 30, 2004, April 22, 2004, May 6, 2004, and July 8, 2004.

• The description of our common stock contained in our Registration Statement on Form 8-A filed on May 23, 1994.

• The description of our Rights Agreement and Series A Junior Participating Preferred Stock contained in our Registration Statement on Form 8-A/A filed on December 31, 2001 and our Current Report on Form 8-K filed on December 19, 1996.

        You may request a copy of these filings, at no cost, by writing to or telephoning us at the following address:

Corporate Secretary
NPS Pharmaceuticals, Inc.
420 Chipeta Way
Salt Lake City, Utah 84108
(801) 583-4939

15

PART II INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution

        The following table sets forth the estimated costs and expenses payable by us in connection with the issuance and distribution of the common stock pursuant to this Registration Statement. All amounts are estimates except the SEC registration fee.

Securities and Exchange Commission Registration Fee	$	3,425
Accountant's Fees and Expenses	$	15,000
Legal Fees and Expenses	$	25,000
Miscellaneous Expenses	$	6,575
Total	$	50,000

Item 15.   Indemnification of Directors and Officers

        Under Section 145 of the Delaware General Corporation Law, the Company has broad powers to indemnify its directors and officers against liabilities they may incur in such capacities, including liabilities under the Securities Act of 1933. The Company’s Bylaws also provide that the Company will indemnify its directors and executive officers and may indemnify its other officers, employees and other agents to the fullest extent not prohibited by Delaware law.

        The Company’s Certificate of Incorporation provides for the elimination of liability for monetary damages for breach of the directors’ fiduciary duty of care to the Company and its stockholders. These provisions do not eliminate the directors’ duty of care and, in appropriate circumstances, equitable remedies such as injunctive or other forms of non-monetary relief will remain available under Delaware law. In addition, each director will continue to be subject to liability for breach of the director’s duty of loyalty to the Company, for acts or omissions not in good faith or involving intentional misconduct, for knowing violations of law, for any transaction from which the director derived an improper personal benefit and for payment of dividends or approval of stock repurchases or redemptions that are unlawful under Delaware law. The provision does not affect a director’s responsibilities under any other laws, such as the federal securities laws or state or federal environmental laws.

        The Company has entered into agreements with its directors and executive officers that require the Company to indemnify such persons against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred, including expenses of a derivative action in connection with any proceeding, whether actual or threatened, to which any such person may be made a party by reason of the fact that such person is or was a director or officer of the Company or any of its affiliated enterprises, provided such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Company and, with respect to any criminal proceeding, had no reasonable cause to believe his or her conduct was unlawful. The indemnification agreements also set forth certain procedures that will apply in the event of a claim for indemnification thereunder.

II-1

Item 16.   Exhibits

Exhibit
No.
Description

4.1 Specimen Common Stock Certificate (1)

4.2A Rights Agreement, dated as of December 4, 1996, between Registrant and American Stock Transfer & Trust, Inc., with Exhibit A, Form of Certificate of Designation of Series A Junior Participating Preferred Stock of the Registrant; Exhibit B, Form of Right Certificate; and Exhibit C, Summary of Rights to Purchase Shares of Preferred Stock of the Registrant (2)

4.2B First Amendment to the Rights Agreement and Certificate of Compliance with Section 27 thereof, dated December 31, 2001 (3)

4.2C Second Amendment to the Rights Agreement and Certificate of Compliance with Section 27 thereof, dated February 19, 2003 (4)

4.3 Stock Purchase Agreement between the Registrant and Nycomed Danmark ApS dated as of April 20, 2004

4.4 Registration Rights Agreement between the Registrant and Nycomed Danmark ApS dated as of April 20, 2004

5.1 Opinion of Counsel

23.1 Consent of Independent Registered Public Accounting Firm

23.2 Consent of Counsel (included in Exhibit 5.1)

24.1 Power of Attorney (incorporated in the signature page of this Registration Statement)

1. Incorporated herein by reference to Registrant’s Registration Statement on Form S-1 filed on January 21, 1994 (SEC File No. 333-74318).

2. Incorporated herein by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K dated December 19, 1996 (SEC File No. 000-23272).

3. Incorporated herein by reference to Exhibit 4.2 to the Registrant’s Registration Statement on Form 8-A/A filed on December 31, 2001 (SEC File No. 000-23272).

4. Incorporated herein by reference to Exhibit 4.3 to the Registrant’s Registration Statement on Form 8-A/A filed February 21, 2003 (SEC File No. 000-23272).

Item 17.   Undertakings

A. The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i) To include any prospectus required by Section 10(a) (3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement; and

(iii) To include any material information with respect to the Plan of Distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;

II-2

provided, however, that paragraphs (1) (i) and (1 (ii) do not apply if the Registration Statement is on Form S-3, Form S-8 or Form F-3, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Securities and Exchange Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act that are incorporated by reference in the Registration Statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered that remain unsold at the termination of the offering.

B. The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by reference in the Registration Statement shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

C. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities, other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

D. The undersigned Registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities, the information omitted from the form of prospectus filed as part of this Registration Statement in reliance upon Rule 430A and contained in a form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act of 1933 shall be deemed to be part of this Registration Statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

II-3

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Salt Lake City, County of Salt Lake, State of Utah, on the 8^th day of July, 2004.

NPS PHARMACEUTICALS, INC.
By:	/s/  Kevin J. Ontiveros
	Kevin J. Ontiveros Acting General Counsel and Secretary

        Each person whose signature appears below hereby constitutes and appoints Kevin J. Ontiveros and Hunter Jackson, jointly and severally, his true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him and in his name, place and stead, and in any and all capacities to sign any and all amendments (including pre-effective and post-effective amendments) to this Registration Statement, and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to each such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933 this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/  Hunter Jackson	President, Chief Executive Officer	July 8, 2004
Hunter Jackson	and Chairman of the Board
/s/  Gerard J. Michel	Vice President, Corporate Development	July 8, 2004
Gerard J. Michel	and Chief Financial Officer
/s/  Santo J. Costa	Director	July 8, 2004
Santo J. Costa
/s/  Dr. John R. Evans	Director	July 8, 2004
Dr. John R. Evans
/s/  James R. Groninger	Director	July 8, 2004
James R. Groninger
/s/  Joseph Klein, III	Director	July 8, 2004
Joseph Klein, III
/s/  Donald E. Kuhla, Ph.D.	Director	July 8, 2004
Donald E. Kuhla, Ph.D.

II-4

Signature	Title	Date
/s/  Thomas N. Parks	Director	July 8, 2004
Thomas N. Parks
	Director
Dr. Calvin R. Stiller
/s/  Peter G. Tombros	Director	July 8, 2004
Peter G. Tombros

II-5

EXHIBIT INDEX

Exhibit
No.
Description

4.1 Specimen Common Stock Certificate (1)

4.2A Rights Agreement, dated as of December 4, 1996, between Registrant and American Stock Transfer & Trust, Inc., with Exhibit A, Form of Certificate of Designation of Series A Junior Participating Preferred Stock of the Registrant; Exhibit B, Form of Right Certificate; and Exhibit C, Summary of Rights to Purchase Shares of Preferred Stock of the Registrant (2)

4.2B First Amendment to the Rights Agreement and Certificate of Compliance with Section 27 thereof, dated December 31, 2001 (3)

4.2C Second Amendment to the Rights Agreement and Certificate of Compliance with Section 27 thereof, dated February 19, 2003 (4)

4.3 Stock Purchase Agreement between the Registrant and Nycomed Danmark ApS dated as of April 20, 2004

4.4 Registration Rights Agreement between the Registrant and Nycomed Danmark ApS dated as of April 20, 2004

5.1 Opinion of Counsel

23.1 Consent of Independent Registered Public Accounting Firm

23.2 Consent of Counsel (included in Exhibit 5.1)

24.1 Power of Attorney (incorporated in the signature page of this Registration Statement)

1. Incorporated herein by reference to Registrant’s Registration Statement on Form S-1 filed on January 21, 1994 (SEC File No. 333-74318).

2. Incorporated herein by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K dated December 19, 1996 (SEC File No. 000-23272).

3. Incorporated herein by reference to Exhibit 4.2 to the Registrant’s Registration Statement on Form 8-A/A filed on December 31, 2001 (SEC File No. 000-23272).

4. Incorporated herein by reference to Exhibit 4.3 to the Registrant’s Registration Statement on Form 8-A/A filed February 21, 2003 (SEC File No. 000-23272).

EX-4.3

EXHIBIT 4.3

STOCK PURCHASE AGREEMENT

By and Between

NYCOMED DANMARK ApS

and

NPS PHARMACEUTICALS, INC.

April 20, 2004

STOCK PURCHASE AGREEMENT

TABLE OF CONTENTS

1	PURCHASE AND SALE OF SHARES		1
2	PURCHASE PRICE - PAYMENT		1
	2.1	Purchase Price	1
	2.2	Delivery of Shares; Payment of Purchase Price	1
3	REPRESENTATIONS AND WARRANTIES OF THE COMPANY		2
	3.1	Corporate	2
	3.2	Authorization	2
	3.3	Capitalization	2
	3.4	Issuance of Shares	3
	3.5	Filings with the SEC	3
	3.6	Financial Information	4
	3.7	No Violation	4
	3.8	Absence of Certain Changes	4
	3.9	Material Non-Public Information	4
	3.10	Litigation	5
	3.11	Transactions with Affiliates	5
	3.12	Intellectual Property	6
	3.13	Environmental Matters	6
	3.14	Material Contracts	7
	3.15	Compliance with Laws; Permits	7
	3.16	Registration and Trading of Common Stock	7
	3.17	Registration or First Offer Rights	7
	3.18	FDA and Regulatory Rights	7
4	REPRESENTATIONS AND WARRANTIES OF THE BUYER		8
	4.1	Corporate	8
	4.2	Authority	8
	4.3	Securities Law Matters	9
5	PRE-CLOSING COVENANTS		9
	5.1	Closing Efforts	9
	5.2	Operation of Business	9
6	CONDITIONS TO CLOSING		10
	6.1	Conditions to the Obligations of the Buyer	10
	6.2	Conditions to the Obligations of the Company	11
7	TERMINATION		11
	7.1	Termination of Agreement	11
	7.2	Effect of Termination	12

-i-

8	MISCELLANEOUS		12
	8.1	Disclosures and Announcements	12
	8.2	Assignment; Parties in Interest	12
	8.3	Law Governing Agreement	13
	8.4	Amendment and Modification	13
	8.5	Notice	13
	8.6	Survival	14
	8.7	No Finders or Brokers	14
	8.8	Expenses	14
	8.9	Entire Agreement	15
	8.10	Counterparts; Facsimile Signatures	15
	8.11	Headings	15
	8.12	Severability	15
	8.13	Venue	15

-ii-

STOCK PURCHASE AGREEMENT

            This STOCK PURCHASE AGREEMENT (this “Agreement”) dated April 20, 2004, by and between Nycomed Danmark ApS, a Danish corporation (the “Buyer”), and NPS Pharmaceuticals, Inc., a Delaware corporation (the “Company”).

            WHEREAS, the Company desires to issue and sell, and the Buyer desires to purchase, shares of the Company’s Common Stock, $.001 par value per share (the “Common Stock”); and

            WHEREAS, in connection with the execution and delivery of this Agreement, the Company and the Buyer have entered into a Registration Rights Agreement dated as of the date hereof, pursuant to which the Company is granting certain rights pertaining to the shares of Common Stock to be purchased by the Buyer pursuant to this Agreement (the “Registration Rights Agreement”);

            NOW, THEREFORE, in consideration of the respective representations, warranties, covenants and agreements hereinafter set forth, and intending to be legally bound hereby, the parties hereto agree as follows:

1. PURCHASE AND SALE OF SHARES

            Subject to the terms and conditions of this Agreement, on the Closing Date (as defined below) the Company will sell to the Buyer and the Buyer will purchase from the Company 1,333,333 shares of the Company’s Common Stock (the “Shares”). The closing of the sale and purchase of the Shares (the “Closing”) will take place at the offices of Foley & Lardner LLP, 3000 K Street, NW, Washington, District of Columbia at 10:00 a.m. (Washington, DC time) on April 27, 2004 or on the first business day thereafter on which each of the conditions to Closing in Article 5 are fulfilled or waived, or at such other time, date and place as are mutually agreeable to the Buyer and the Company. The date of the Closing is hereinafter referred to as the “Closing Date.”

2. PURCHASE PRICE —PAYMENT

2.1 Purchase Price.

                        The purchase price (the “Purchase Price”) paid for the Shares will be an aggregate of US $40 million (Forty Million United States Dollars).

2.2 Delivery of Shares; Payment of Purchase Price.

                        At the Closing, the Company will deliver to the Buyer a certificate registered in the name of the Buyer representing the Shares against payment therefor of the Purchase Price by the Buyer to the Company via wire transfer of immediately available United States Dollars in accordance with the wire transfer instructions attached hereto as Exhibit A.

3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY

            The Company represents and warrants to the Buyer that the statements contained in this Section 3 are true and correct.

3.1 Corporate.

3.1.(a) Organization. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. The Company has paid when due all Delaware franchise taxes. The Company is duly qualified to conduct the business it is currently engaged in. The Company is in good standing under the laws of and has paid when due all foreign qualification fees and franchise taxes with respect to, each jurisdiction in which the nature of its businesses or the ownership or leasing of its properties requires such qualification, except where the failure to be so qualified, in good standing or to have paid such fees or taxes is not reasonably likely to have a Material Adverse Effect (as defined in Section 3.8 below).

3.1.(b) Corporate Power. The Company has all requisite corporate power and authority to (i) own, operate and lease its properties and to carry on its business as and where such business is now being conducted, (ii) enter into and perform its obligations under this Agreement, the Registration Rights Agreement and any other documents or instruments to be executed and delivered by the Company in connection with the transactions contemplated hereby and thereby (collectively, the “Transaction Documents”), and (iii) to carry out the transactions contemplated hereby and thereby.

3.1.(c) Corporate Documents, etc. The copies of the Company’s Amended and Restated Certificate of Incorporation, as amended (the “Certificate of Incorporation”), and Amended and Restated By-Laws, as amended (the “By-Laws”), which have been delivered to the Buyer are true, correct and complete copies of such instruments as presently in effect.

3.2 Authorization.

                        The execution and delivery of this Agreement and each of the other Transaction Documents, and full performance hereunder and thereunder, have been duly authorized by the Board of Directors of the Company, and no other or further corporate act on the part of the Company or its shareholders is necessary therefor. This Agreement and each of the other Transaction Documents constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting creditors’ rights generally, and by general equitable principles.

2

3.3 Capitalization.

                        The authorized capital stock of the Company consists of (a) 105,000,000 shares of Common Stock, $.001 par value per share, of which 37,212,058 shares were issued and outstanding as of April 6, 2004, and (b) 5,000,000 shares of Preferred Stock, $.001 par value per share (the “Preferred Stock”), of which no shares were issued or outstanding as of the date hereof. All of the issued and outstanding shares of Common Stock are duly authorized, validly issued, fully paid, nonassessable and free of all preemptive rights and were issued in compliance with all applicable federal, state and foreign securities laws. There have been no material changes in the Company’s capitalization since December 31, 2003. Options to purchase an aggregate of 3,900,856 shares of Common Stock were outstanding as of April 6, 2004. Except for the Company’s 3.0% Convertible Notes due 2008, there are no other options, warrants, instruments (including convertible debt instruments), calls, rights (including conversion or preemptive rights and rights of first refusal), proxy or stockholder agreements, or other commitments or agreements of any character to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound obligating the Company to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any shares of the capital stock of the Company or obligating the Company to grant, extend or enter into any such option, warrant, call, right, commitment or agreement.

3.4 Issuance of Shares.

                        The offer, issuance, sale and delivery of the Shares in accordance with this Agreement have been duly authorized by all necessary corporate action on the part of the Company. The Shares, when issued, sold and delivered against payment therefor in accordance with the terms of this Agreement, will be duly and validly issued, fully paid and nonassessable, and will be free of any lien or encumbrance; provided, however, that the Shares may be subject to restrictions on transfer under state or federal securities laws as set forth herein or as otherwise required by such laws at the time a transfer is proposed. The sale of the Shares is not, and the issuance of the Shares will not be, subject to any preemptive right or right of first refusal that has not been properly waived or complied with. Based in part upon the representations and warranties made by the Buyer in Section 4.3 of this Agreement, the offer, issuance and sale of the Shares to the Buyer pursuant to this Agreement will comply with applicable exemptions from (i) the registration and prospectus delivery requirements of the Securities Act of 1933, as amended (the “Securities Act”), and (ii) the registration and qualification requirements of all applicable securities laws of the states of the United States. Neither the Company nor any authorized agent acting on its behalf will take any action hereafter that would cause the loss of such exemptions.

3.5 Filings with the SEC.

                        The Company has made all filings with, and furnished all documents to, the Securities and Exchange Commission (the “SEC”) that it has been required to file and furnish (collectively, the “Public Reports”), including, without limitation, all filings under the Securities Act and the Securities Exchange Act of 1934, as amended (the “Securities Exchange Act”). Each of the Public Reports complies in all material respects with all applicable requirements of the Securities Act and the Securities Exchange Act and the rules and regulations of the SEC thereunder. None of the Public Reports, as of their respective dates, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. All contracts and other documents required to be filed by the Company with the SEC as exhibits to the Public Reports have been filed. As of the date hereof, the Company meets the requirements for use of Form S-3 for registration of the resale of Registrable Securities (as defined in the Registration Rights Agreement) and does not have any knowledge or reason to believe that it does not meet such requirements or any knowledge of any fact which would reasonably result in its not meeting such requirements.

3

3.6 Financial Information.

                        The audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2003, including the related footnotes thereto, (a) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, (b) were prepared in accordance with United States generally accepted accounting principles applied on a consistent basis (except as may be indicated in such financial statements or the notes thereto), (c) fairly present in all material respects the consolidated financial position of the Company as of the dates indicated and the results of its operations and cash flows for the periods indicated, and (d) are consistent with the books and records of the Company in all material respects.

3.7 No Violation.

                        Neither the execution, delivery and performance of this Agreement or any of the other Transaction Documents nor the consummation by the Company of the transactions contemplated hereby or thereby (a) will violate any statute, law, ordinance, rule or regulation or any order, writ, injunction, judgment, plan or decree of any court, arbitrator, department, commission, board, bureau, agency, authority, instrumentality or other governmental or regulatory body, whether federal, state, municipal, foreign or other (each a “Government Entity”), (b) will require any permit, authorization, consent or approval of, exemption or other action by, notice to or filing with any Government Entity, or (c) will violate or conflict with, or constitute a breach or default (or an event which, with notice or lapse of time, or both, would constitute a breach or default) under, or will result in the termination of, the forfeiture of any rights under or accelerate the performance required by, or result in the creation of any lien upon any of the assets of the Company (or the Shares) under, or require any notice, consent or waiver under, any term or provision of the Certificate of Incorporation, By-Laws or of any contract, commitment, understanding, arrangement, agreement or restriction of any kind or character to which the Company or any of its subsidiaries is a party or by which the Company, any of its subsidiaries or any of their respective assets or properties is or may be bound or subject.

3.8 Absence of Certain Changes.

                        Since December 31, 2003, there has been no change or development that has had or could reasonably be expected to have, either individually or in the aggregate, a material adverse effect on the business, assets, liabilities, properties, financial condition or results of operation of the Company and its subsidiaries, taken as a whole (a “Material Adverse Effect”).

3.9 Material Non-Public Information.

                        Except for the subject-matter of this Agreement, the Transaction Documents and the transactions related thereto, the Company has not provided Buyer with any material information that has not already been disclosed in its Public Reports. Subject to Section 8.1, the Company shall, as soon as practicable (and in any event within 5 business days) following the Closing, file a Current Report on Form 8-K and/or issue a press release that discloses the Closing and any material, non-public information regarding the subject-matter of this Agreement and the Transaction Documents and the transactions related thereto.

4

3.10 Litigation.

                        Except as disclosed in the Public Reports, there is no Legal Proceeding (as defined below) which (a) is pending or has been, to the knowledge of the Company, threatened against the Company or any subsidiary of the Company or (b) to the knowledge of the Company, is pending or has been threatened against any of the officers or directors of the Company or any subsidiary of the Company and which, in the case of clauses (a) and (b), (i) could reasonably be expected to have a Material Adverse Effect or (ii) in any manner challenges or seeks to prevent, enjoin, alter or delay the transactions contemplated hereby or by the other Transaction Documents. There is no material Legal Proceeding filed by the Company currently pending and the Company does not currently intend to initiate any such material Legal Proceeding. As used in this Agreement, “Legal Proceeding” means any action, suit, proceeding, claim, arbitration or investigation before any Government Entity.

3.11 Transactions with Affiliates.

                        Since December 31, 2003, neither the Company nor any of its subsidiaries has entered into any relationship or transaction with any director, director nominee or executive officer of the Company (or any immediate family member of any of the foregoing) or, to the knowledge of the Company, any security holder of the Company who is known to the Company to own of record or beneficially more than 5% of the Common Stock (or any member of the immediate family member of such person), which relationship or transaction would be required to be disclosed by the Company pursuant to Item 404 of Regulation S-K of the SEC.

5

3.12 Intellectual Property.

                        The Company and its subsidiaries own or have the right to use any and all Intellectual Property (as defined below) necessary to conduct the business of the Company and its subsidiaries as currently conducted, and, to their knowledge, that would be used or necessary as such business is planned to be conducted, except where the failure to own or possess such rights would not result in a Material Adverse Effect. For the purposes of this Agreement, the term “Intellectual Property” means (a) patents, trademarks, service marks, trade names, domain names, copyrights, designs and trade secrets, (b) applications for and registrations of such patents, trademarks, service marks, trade names, domain names, copyrights and designs, (c) processes, formulae, methods, schematics, technology, know-how, computer software programs and applications, and (d) other tangible or intangible proprietary or confidential information and materials. No claims have been made, and to the Company’s knowledge, no claims are threatened, that challenge the validity or scope of any material Intellectual Property of the Company or any of its subsidiaries. The Company and each of its subsidiaries have taken reasonable measures to protect the proprietary nature of their Intellectual Property. No action or claim has been filed, is pending or, to the Company’s knowledge, has been threatened against the Company or any of its subsidiaries based upon or challenging or seeking to deny or restrict the ownership by the Company or any of its subsidiaries of any Intellectual Property. Neither the Company nor any of its subsidiaries has received any written notice that it is in conflict with or infringing upon the asserted intellectual property rights of others, and, to the Company’s knowledge, neither the use of any Intellectual Property by the Company or any of its subsidiaries nor the operation of the business of the Company and its subsidiaries is infringing or has infringed upon the intellectual property rights of any third party.

3.13 Environmental Matters.

                        The Company and its subsidiaries (a) are in compliance with any and all Environmental Laws (as defined below), (b) have received all permits, licenses or other approvals required of them under applicable Environmental Laws to conduct their respective businesses, and (c) are in compliance with all terms and conditions of any such permit, license or approval, except in each case where the failure of the Company and its subsidiaries would not, either individually or in the aggregate, have a Material Adverse Effect. The Company has not received any notice with respect to, nor is any action pending, or to the knowledge of the Company, threatened in connection with, any past or present releases of any material into the environment, actions, activities, circumstances, conditions, events, incidents, or contractual obligations which may give rise to any common law environmental liability or any liability under any Environmental Law, except in each case actions that would not, either individually or in the aggregate, have a Material Adverse Effect. As used in this Agreement, the term “Environmental Laws” means all federal, state, local and foreign laws relating to the protection, investigation or restoration of the environment, or human health and safety, including, without limitation, laws relating to emissions, discharges, releases or threatened releases of chemicals, pollutants, contaminants, or toxic or hazardous substances or wastes (collectively, “Hazardous Materials”) into the environment, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials, as well as all authorizations, codes, decrees, demands or demand letters, injunctions, judgments, licenses, notices or notice letters, orders, permits, plans or regulations issued, entered, promulgated or approved thereunder.

6

3.14 Material Contracts.

                        Except for this Agreement and the other Transaction Documents, since December 31, 2003, neither the Company nor any subsidiary of the Company has entered into any contract or other agreement which would be required to be filed by the Company with the SEC pursuant to Item 601(b)(10) of Regulation S-K of the SEC.

3.15 Compliance with Laws; Permits.

                        Neither the Company nor any of its subsidiaries is in violation of any applicable statute, rule, regulation, order, judgment, decree, writ or restriction of any Government Entity in respect of the conduct of its businesses or the ownership of its properties (including, without limitation, environmental and occupational health and safety laws), which violation has had or could reasonably be expected to have a Material Adverse Effect. Neither the Company nor any of its subsidiaries has received any notice of, nor does the Company have any knowledge of, any violation (or of any investigation, inspection, audit or other proceeding by any Government Entity involving allegations of any violation) of any applicable law involving or related to the Company or any of its subsidiaries that has not been dismissed or otherwise disposed of and which, if true, could reasonably be expected to have a Material Adverse Effect.

3.16 Registration and Trading of Common Stock.

                        The Company has registered its Common Stock pursuant to Section 12(g) of the Securities Exchange Act. The Common Stock is currently approved for trading on The NASDAQ National Market, and the Company has not been notified of, and does not otherwise have knowledge of, any proceeding to revoke or suspend such approval.

3.17 Registration or First Offer Rights.

                        Except as provided in or contemplated by the Registration Rights Agreement or disclosed in the Public Reports, the Company has not granted or agreed to grant any registration rights, including piggyback rights, or any right of first offer or other preemptive rights to any Person.

7

3.18 FDA and Regulatory Rights.

                        The Company and each of its subsidiaries has filed with the U.S. Food and Drug Administration (the “FDA”) and all other applicable foreign, state and local regulatory bodies for, and received approval of, all registrations, applications, licenses, requests for exemptions, permits and other regulatory authorizations material to the conduct of its business as now conducted. The Company and its subsidiaries are in compliance with all such registrations, applications, licenses, requests for exemptions, permits and other regulatory authorizations, and all applicable FDA, foreign, state and local rules and regulations; and the Company has no reason to believe that any party granting any such registration, application, license, request for exemption, permit or other authorization is considering limiting, suspending or revoking the same in any respect, except, in each case, where any such failure to comply, or any such limitation, suspension or revocation, would not, individually or in the aggregate, have a Material Adverse Effect. Each of the human clinical trials, animal studies and other preclinical tests conducted by the Company or any of its subsidiaries, or in which the Company or any of its subsidiaries have participated and such studies and tests conducted on behalf of the Company or any of its subsidiaries, were and, if still pending, are being conducted in all material respects (a) in accordance with experimental protocols, procedures and controls generally used by qualified experts in the preclinical or clinical study of products comparable to those being developed by the Company and (b) in compliance with all applicable current Good Laboratory and Good Clinical Practices; the descriptions of the results of such studies, tests and trials contained in the Public Reports are accurate and complete in all material respects, and the Company has no knowledge of any other trials, studies or tests, the results of which reasonably call into question the results described or referred to in the Public Reports; and neither the Company nor any of its subsidiaries has received any notices or correspondence from the FDA or any other governmental agency requiring the termination, suspension or modification (other than such modifications as are normal in the regulatory process) of any animal studies, preclinical tests or clinical trials conducted by or on behalf of the Company or any of its subsidiaries or in which the Company or any of its subsidiaries have participated.

4. REPRESENTATIONS AND WARRANTIES OF THE BUYER

            The Buyer represents and warrants to the Company that the statements contained in this Section 4 are true and correct.

4.1 Corporate.

4.1.(a) Organization. The Buyer is a corporation duly organized, validly existing and in good standing under the laws of Denmark.

4.1.(b) Corporate Power. The Buyer has all requisite corporate power to enter into this Agreement and the other Transaction Documents to be executed and delivered by the Buyer pursuant to the terms hereof.

4.2 Authority.

                        The execution and delivery of this Agreement and the other Transaction Documents to be executed and delivered by the Buyer pursuant hereto and the consummation by the Buyer of the transactions contemplated hereby and thereby have been duly authorized by the Board of Directors of the Buyer. No other corporate act or proceeding on the part of the Buyer or its shareholders is necessary to authorize this Agreement or the other Transaction Documents to be executed and delivered by the Buyer pursuant hereto or the consummation by the Buyer of the transactions contemplated hereby and thereby. This Agreement and each of the other Transaction Documents executed and delivered by the Buyer constitutes a valid and binding agreement of the Buyer, enforceable against the Buyer in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting creditors’ rights generally, and by general equitable principles.

8

4.3 Securities Law Matters.

4.3.(a) Accredited Investor. The Buyer is an “accredited investor” within the meaning of Rule 501(a) promulgated under the Securities Act.

4.3.(b) Investment Intent. The Buyer is purchasing the Shares for its own account, with no view to any distribution thereof in a transaction that would violate the Securities Act or the securities laws of any state of the United States or any other applicable jurisdiction.

4.3.(c) Access to Information. The Buyer acknowledges that it has had access to such financial and other information regarding the Company, and has been afforded the opportunity to ask questions of representatives of the Company and receive answers thereto, as the Buyer has deemed necessary in connection with its decision to purchase the Shares, provided, that, in no event shall this representation in any way limit or modify the Buyer’s right to rely on, or to recover for any breach of, the representations and warranties set forth in Section 3 of this Agreement.

4.3.(d) Shares are Restricted Securities. The Buyer acknowledges that the Shares are being offered and sold in a transaction not involving a public offering within the meaning of the Securities Act and that the sale of the Shares has not been registered under the Securities Act or any securities law of any state in the United States, and the Buyer agrees that the Shares may only be offered, resold, pledged or otherwise transferred (i) pursuant to a transaction exempt from the registration requirements of the Securities Act, or (ii) pursuant to an effective registration statement under the Securities Act, and in each case, in accordance with any applicable securities laws of any state of the United States or any other applicable jurisdiction.

5. PRE-CLOSING COVENANTS

5.1 Closing Efforts.

                        Each of the parties shall use its reasonable best efforts to take all actions and to do all things necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including using its reasonable best efforts to cause (a) its representations and warranties to remain true and correct in all material respects through the Closing Date and (b) the conditions to the obligations of the other party to consummate the transactions contemplated by this Agreement to be satisfied.

5.2 Operation of Business.

                        During the period from the date of this Agreement to the Closing, the Company shall (and shall cause each subsidiary to) conduct its operations in the ordinary course of business and in material compliance with all applicable laws and regulations.

9

6. CONDITIONS TO CLOSING

6.1 Conditions to the Obligations of the Buyer.

                        The obligation of the Buyer to effect the transactions contemplated by this Agreement is subject to the fulfillment, or the waiver by the Buyer, of each of the following conditions at or before the Closing:

6.1.(a) Accuracy of Representations and Warranties. Each representation and warranty contained in Section 3 shall be true and correct in all material respects on and as of the Closing Date (except that any representation and warranty that by its terms is already subject to a materiality or a Material Adverse Effect qualification shall be true and correct in all respects) with the same effect as though such representation and warranty had been made on and as of that date; and the Buyer shall have received a certificate signed on behalf of the Company by the chief executive officer and chief financial officer of the Company to such effect.

6.1.(b) Performance. The Company shall have performed, satisfied and complied in all material respects with the agreements and conditions contained in this Agreement required to be performed, satisfied or complied with by the Company at or prior to the Closing, and the Buyer shall have received a certificate signed on behalf of the Company by the chief executive officer and chief financial officer of the Company to such effect.

6.1.(c) No Governmental Proceedings. No proceeding challenging this Agreement, the other Transaction Documents or the transactions contemplated hereby or thereby, or seeking to prohibit, alter, prevent or materially delay the Closing, shall have been instituted and remain pending before any Government Entity.

6.1.(d) Registration Rights Agreement. The Registration Rights Agreement shall have been executed and delivered by Company.

6.1.(e) Opinion. The Buyer shall have received from James U. Jensen, Vice President, Corporate Development and Legal Affairs, and Secretary of the Company, a legal opinion in form and substance reasonably satisfactory to the Buyer.

6.1.(f) Good Standing Certificate. The Company shall have delivered to the Buyer a certificate as of a recent date evidencing the incorporation and good standing of the Company in the State of Delaware issued by the Secretary of State of the State of Delaware.

6.1.(g) Registration Statement. The Company shall have delivered to the Buyer evidence reasonably satisfactory to the Buyer that the registration statement to be filed pursuant to the Registration Rights Agreement is ready for filing with the SEC, including without limitation delivery of copies of (i) the registration statement with all exhibits and signatures thereto and (ii) consents of the Company’s accountants and legal counsel, each in form and substance reasonably acceptable to the Buyer.

10

6.1.(h) Other Matters. All corporate and other proceedings in connection with the transactions contemplated by this Agreement, the other Transaction Documents and all documents and instruments incident to such transactions shall be reasonably satisfactory in form and substance to the Buyer, and the Buyer shall have received all such counterpart originals or certified or other copies of such documents as it may reasonably request.

6.2 Conditions to the Obligations of the Company.

                        The obligation of the Company to effect the transactions contemplated by this Agreement is subject to the fulfillment, or the waiver by the Company, of each of the following conditions at or before the Closing:

6.2.(a) Accuracy of Representations and Warranties. Each representation and warranty contained in Section 4 shall be true and correct in all material respects on and as of the Closing Date with the same effect as though such representation and warranty had been made on and as of the date, and the Company shall have received a certificate signed on behalf of the Buyer by an authorized officer of the Buyer to such effect.

6.2.(b) Performance. The Buyer shall have performed, satisfied and complied in all material respects with the agreements and conditions contained in this Agreement required to be performed, satisfied or complied with by the Buyer at or prior to the Closing, and the Company shall have received a certificate signed on behalf of the Buyer by an authorized officer of the Buyer to such effect.

6.2.(c) No Governmental Proceedings. No proceeding challenging this Agreement, the other Transaction Documents or the transactions contemplated hereby or thereby, or seeking to prohibit, alter, prevent or materially delay the Closing, shall have been instituted and remain pending before any Government Entity.

6.2.(d) Registration Rights Agreement. The Registration Rights Agreement shall have been executed and delivered by Buyer.

7. TERMINATION

7.1 Termination of Agreement.

                        The parties may terminate this Agreement prior to the Closing as provided below:

7.1.(a) the parties may terminate this Agreement by mutual written consent;

7.1.(b) the Buyer may terminate this Agreement by giving written notice to the Company in the event the Company is in breach of any representation, warranty or covenant contained in this Agreement, and such breach (i) individually or in combination with any other such breach, would cause the conditions set forth in clauses (a) or (b) of Section 6.1 not to be satisfied and (ii) is not cured within 10 days following delivery by the Buyer to the Company of written notice of such breach;

11

7.1.(c) the Company may terminate this Agreement by giving written notice to the Buyer in the event the Buyer is in breach of any representation, warranty or covenant contained in this Agreement, and such breach (i) individually or in combination with any other such breach, would cause the conditions set forth in clauses (a) or (b) of Section 6.2 not to be satisfied and (ii) is not cured within 10 days following delivery by the Company to the Buyer of written notice of such breach;

7.1.(d) the Buyer may terminate this Agreement by giving written notice to the Company if the Closing shall not have occurred on or before May 28, 2004 by reason of the failure of any condition precedent under Section 6.1 (unless the failure results primarily from a breach by the Buyer of any representation, warranty or covenant contained in this Agreement); or

7.1.(e) the Company may terminate this Agreement by giving written notice to the Buyer if the Closing shall not have occurred on or before May 28, 2004 by reason of the failure of any condition precedent under Section 6.2 (unless the failure results primarily from a breach by the Company of any representation, warranty or covenant contained in this Agreement).

7.2 Effect of Termination.

                        If either party terminates this Agreement pursuant to Section 7.1, all obligations of the parties hereunder shall terminate without any liability to either party to the other party (except for any liability of a party for breaches of this Agreement).

8. MISCELLANEOUS

8.1 Disclosures and Announcements.

                        Announcements concerning the transactions provided for in this Agreement by the Buyer or the Company shall be subject to the approval of the other party in all essential respects, except that approval of the Buyer or the Company, as the case may be, shall not be required as to any statements and other information which the other party may submit to the SEC or be required to make pursuant to any rule or regulation of the SEC or any stock exchange or otherwise required by law, in which case the party required to disclose such information shall use its reasonable best efforts to provide the other party with advance notice of and opportunity to comment upon such disclosure.

8.2 Assignment; Parties in Interest.

8.2.(a) Assignment. Except as expressly provided herein, the rights and obligations of a party hereunder may not be assigned, transferred or encumbered without the prior written consent of the other party.

8.2.(b) Parties in Interest. This Agreement shall be binding upon, inure to the benefit of, and be enforceable by the respective successors and permitted assigns of the parties hereto. Nothing contained herein shall be deemed to confer upon any other person any right or remedy under or by reason of this Agreement.

12

8.3 Law Governing Agreement.

                        This Agreement may not be modified or terminated orally, and shall be construed and interpreted according to the internal laws of the State of New York, excluding any choice of law rules that may direct the application of the laws of another jurisdiction.

8.4 Amendment and Modification.

                        The Buyer and the Company may amend, modify and supplement this Agreement in such manner as they may agree upon in writing.

8.5 Notice.

                        All notices, requests, demands and other communications hereunder shall be given in writing and shall be deemed delivered (a) four business days after being sent to the parties at their respective addresses indicated herein by registered or certified mail, return receipt requested and postage prepaid, or (b) three business days after being sent via a reputable courier service guaranteeing international delivery within three business days. The respective addresses to be used for all such notices, demands or requests are as follows:

(i) If to the Buyer, to:

Nycomed Danmark ApS
Langebjerg 1
DK-4000 Roskilde
Denmark
Attention:  President
Facsimile:  +45 46 75 69 68

(with copies to)

Nycomed Group
P.O. Box 205
NO-1372 Asker, Norway
Attention:  General Counsel
Facsimile:  47 66 76 35 13

Hale and Dorr LLP
60 State Street
Boston, Massachusetts 02109
Attention:  Stuart Falber, Esq.
Facsimile:  617-526-5000

13

(ii) If to the Company, to:

NPS Pharmaceuticals, Inc.
420 Chipeta Way
Salt Lake City, Utah 84108
Attention:  Office of the General Counsel
Facsimile:  (801) 583-4961

(with a copy to)

Foley & Lardner LLP
3000 K Street, NW
Washington, DC 20007
Attention:  Thomas E. Hartman, Esq.
Facsimile:  (202) 672-5399

                        Any party to this Agreement may give notice or other communication hereunder using any other means (including personal delivery, messenger service, telecopy ordinary mail or electronic mail), but no such notice or other communication shall be deemed to have been duly given unless and until it actually is received by the party for whom it is intended. Each party to this Agreement may change the address to which notices and other communications hereunder are to be delivered by giving the other parties to this Agreement notice in accordance with this Section.

8.6 Survival.

                        All of the representations and warranties contained or provided for herein shall expire and no longer be of any force or effect on the second anniversary of the date of this Agreement.

8.7 No Finders or Brokers.

                        Each party represents and warrants to the other that it has not engaged any investment banker, finder or broker and neither is nor will be obligated to pay any finder’s fee or commission in connection with the transactions contemplated hereby. Each party agrees to indemnify and hold harmless the other from any liability for any fees, commissions or other payments (and any costs and expenses) that may arise as a result of such party’s breach of its representation and warranty made above in this Section 8.7.

8.8 Expenses.

                        Regardless of whether or not the transactions contemplated hereby are consummated, except as otherwise provided herein or in the other Transaction Documents, each of the parties shall bear its own expenses and the expenses of its counsel and other agents in connection with the transactions contemplated hereby. The Company shall pay, and will hold the Buyer harmless from, any and all transfer, stamp or other taxes, if any, that may arise in connection with the issuance of the Shares to the Buyer. In the event that any suit, action or arbitration is instituted in connection with any alleged breach of, or to enforce any of the provisions in, this Agreement or any of the other Transaction Documents, the prevailing party in such dispute shall be entitled to recover from the losing party the reasonable fees and expenses of its attorneys and agents in connection with such dispute, which shall include, without limitation, all fees, costs and expenses of appeals.

14

8.9 Entire Agreement.

                        This Agreement and the Transaction Documents collectively embody the entire agreement between the parties hereto with respect to the transactions contemplated herein, and there have been and are no agreements, representations or warranties between the parties other than those set forth or provided for herein or therein.

8.10 Counterparts; Facsimile Signatures.

                        This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. The delivery of a signature page of this Agreement by one party to the other party via facsimile transmission shall constitute the execution and delivery of this Agreement by the transmitting party.

8.11 Headings.

                        The headings in this Agreement are inserted for convenience only and shall not constitute a part hereof.

8.12 Severability.

                        The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement.

8.13 Venue.

                        Each party to this Agreement (a) submits to the jurisdiction of any state or federal court sitting in New York in any action or proceeding arising out of or relating to this Agreement or the other Transaction Documents, (b) agrees that all claims in respect of such action or proceeding may be heard and determined in any such court, (c) waives any claim of inconvenient forum or other challenge to venue in such court, and (d) agrees not to bring any action or proceeding arising out of or relating to this Agreement or the other Transaction Documents in any other court.

(Remainder of page intentionally left blank)

15

            IN WITNESS WHEREOF, the parties have executed this Agreement as of the date and year first above written.

NPS PHARMACEUTICALS, INC.
By:	/s/  Hunter Jackson
	Name:	Hunter Jackson
	Title:	President and CEO

NYCOMED DANMARK ApS
By:	/s/  Hakan Bjorklund
	Name:	Hakan Bjorklund
	Title:	President and CEO

16

EX-4.4

EXHIBIT 4.4

NPS PHARMACEUTICALS, INC.

REGISTRATION RIGHTS AGREEMENT

        This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made effective as of April 20, 2004 (the “Closing Date”) by and between NPS Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and Nycomed Danmark ApS, a Danish corporation (the “Holder”).

RECITALS

        A.     The Company and the Holder are concurrently entering into a Stock Purchase Agreement, dated as of the date hereof (the “Purchase Agreement”), whereby the Holder will purchase shares of the Company’s Common Stock.

        B.     To induce the Holder to execute and deliver the Purchase Agreement and as a condition to the obligations of the Holder under the Purchase Agreement, the Company has agreed to provide for the registration under the Securities Act of the resale of the shares of the Company’s Common Stock being sold to the Holder pursuant to the Purchase Agreement.

AGREEMENT

        NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein and in the Purchase Agreement, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

        1.     Certain Definitions. As used in this Agreement, the terms below shall have the following respective meanings:

                “Commission” means the Securities and Exchange Commission or any other federal agency at the time administering the Securities Act.

                “Common Stock” means the common stock, $.001 par value per share, of the Company.

                “Exchange Act” means the Securities Exchange Act of 1934, as amended, or any similar federal rule or statute, and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the time.

                “Prospectus” means the prospectus included in any Registration Statement (including without limitation, a prospectus that discloses information previously omitted from a prospectus filed as a part of an effective Registration Statement in reliance upon Rule 430A promulgated under the Securities Act), as amended or supplemented by an amendment or prospectus supplement, including post-effective amendments, and all materials incorporated by reference or explicitly deemed to be incorporated by reference in such prospectus. For purposes of this definition, materials incorporated by reference on a forward-looking basis in such prospectus (i.e., materials filed pursuant to Sections 13(a), 13(c), 14 or 15 of the Exchange Act) are deemed to be explicitly incorporated by reference in such prospectus.

                “Register,” “registered” and “registration” refer to a registration effected by preparing and filing a registration statement in compliance with the Securities Act, and the declaration or ordering of the effectiveness of such registration statement.

                “Registrable Securities” means (a) the shares of the Company’s Common Stock purchased by Holder under the Purchase Agreement, and (b) any additional shares of Common Stock issuable in respect of the shares described in clause (a) of this definition upon any conversion, stock split, stock dividend, reclassification, recapitalization, merger or other reorganization or similar event; provided, however, that securities shall only be treated as Registrable Securities if and so long as (i) they have not been sold to or through a broker or dealer or underwriter in a public distribution or a public securities transaction pursuant to a registration statement, or (ii) they have not been sold to the public pursuant to Rule 144 under the Securities Act.

                “Registration Expenses” means all expenses, except Selling Expenses, incurred in complying with Section 5 hereof, including, without limitation, all registration, qualification and filing fees, Nasdaq or other applicable exchange listing fees, printing expenses, fees and disbursements of counsel for the Company, blue sky fees and expenses, the expense of any comfort letters and special audits incident to or required by any such registration.

                “Registration Statement” means a registration statement on Form S-3 or any successor form filed by the Company with the Commission pursuant to this Agreement permitting registration of the Registrable Securities for resale by the Holder (and in the event that pursuant to the Securities Act the Company is unable to use Form S-3 (or any successor form), a registration statement on Form S-1 or another appropriate form permitting registration of the Registrable Securities for resale by the Holder).

                “Securities Act” means the Securities Act of 1933, as amended, or any similar federal rule or statute, and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the time.

                “Selling Expenses” means all underwriting discounts, selling commissions and stock transfer taxes arising out of a sale of the Registrable Securities and, subject to the provisions of Section 7, all fees and disbursements of counsel for the Holder pursuant to the Registration Statement.

                “Transfer” means a transfer or disposition, including but not limited to by way of sale, assignment, encumbrance, hypothecation, pledge, conveyance, gift or transfer.

        2.     Restrictions.

        (a)    Restrictions on Transferability. The Holder shall not Transfer Registrable Securities, except upon the conditions specified in this Agreement. The Holder will cause any transferee who receives the Registrable Securities in a Transfer other than a sale pursuant to (i) an effective registration statement under the Securities Act or (ii) Rule 144 under the Securities Act to assume in writing the obligations and restrictions of the Holder under this Agreement, including, without limitation the restrictions set forth in Section 4 (a “Permitted Transferee”).

2

        (b)    Standstill. For a period of eighteen (18) months from the date of this Agreement or until such time as the Holder owns less than 360,000 shares of Registrable Securities (as adjusted for stock splits, stock dividends, combinations and similar events), whichever comes first, neither the Holder nor any of its subsidiaries will, without the prior written consent of the Company:

         (i)     acquire, offer to acquire or agree to acquire, directly or indirectly, by purchase or otherwise, any voting securities or direct or indirect rights to acquire any voting securities of the Company;

        (ii)    make or participate, directly or indirectly, in any “solicitation” of “proxies” to vote (as such terms are used in the rules promulgated under the Exchange Act), or by public announcement seek to advise or influence, any person or entity with respect to the voting of any voting securities of the Company;

        (iii)   form, join or participate in a “group” as defined in Section 13(d)(3) of the Exchange Act, in connection with any of the activities described in the foregoing subparagraphs (i) and (ii) (other than any group including only the Holder and its subsidiaries);

        (iv)    otherwise act, alone or in concert with others, to seek to control the Board of Directors of the Company;

        (v)     disclose any intention, plan or arrangement inconsistent with the foregoing;

        (vi)    enter into any agreements with any third party with respect to any of the activities described in the foregoing subparagraphs (i) to (v); or

        (vii)   take any action with the intention of requiring the Company to make a public announcement regarding the possibility of a Controlling Acquisition (as hereinafter defined in Section 2(c)), pursuant to the Securities Act, the Exchange Act or the General Corporation Laws of the State of Delaware;

provided, however, that nothing in this Section 2 shall limit the ability of the Holder (A) to acquire shares of the Company’s voting securities in the open market from time to time provided that the total amount of voting securities of the Company “beneficially owned” (as defined under the Exchange Act) by the Holder immediately after any such acquisition does not exceed 10% of the Company’s outstanding voting securities; (B) to tender shares into a tender or exchange offer commenced by a third party that is unaffiliated with the Company or the Holder; or (C) to vote in any annual or special meeting of the stockholders of the Company.

3

        (c)    Volume Limitation on Sales. The Holder hereby agrees and covenants that after the date the Registration Statement is declared effective by the Commission (the “Effective Date”), the Holder may Transfer in open market transactions pursuant to the Registration Statement no more than 666,667 shares (as appropriately adjusted for stock splits, stock dividends, combinations and similar events) of Registrable Securities in each monthly period after the Effective Date. In calculating the volume limitations of this Section 2(c), Transfers by the Holder shall be aggregated with any Transfers by Permitted Transferees. The limitations of this Section 2(c) shall cease to be effective if the Company announces a Controlling Acquisition. For the purposes of this Section 2, the term “Controlling Acquisition” means, with reference to the Company, any of the following transactions: (i) a merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company pursuant to which the stockholders of the Company immediately preceding such transaction will hold less than fifty and one-tenth percent (50.1%) of the aggregate equity interests in the surviving or resulting entity of such transaction or any direct or indirect parent thereof, (ii) a sale or other disposition by the Company of assets representing in excess of fifty percent (50%) of the aggregate fair market value of the Company’s business immediately prior to such sale, or (iii) the acquisition by any person or group (including by way of a tender offer or an exchange offer or issuance by the Company or such person or group), directly or indirectly, of beneficial ownership or a right to acquire beneficial ownership of shares representing in excess of forty percent (40%) of the voting power of the then outstanding shares of capital stock of the Company.

        (d)    Holdback Agreement. The Holder hereby agrees that, commencing on the date hereof and ending on the earlier of (i) the expiration of the Effective Period or (ii) such time as the aggregate number of shares of voting securities of the Company “beneficially owned” (as defined under the Exchange Act) by the Holder is less than 360,000 shares (as adjusted for stock splits, stock dividends, combinations or similar events), the Holder will not offer, sell or otherwise dispose of any Registrable Securities in the open market during the period commencing on the date on which the Company provides written notice to the Holder of its intention to consummate an underwritten public offering for the primary sale by the Company of shares of its Common Stock pursuant to a registration statement (which notice shall not be given more than ten (10) business days prior to the later of the anticipated effective date of such registration statement or the anticipated pricing date for such offering) and ending on the date thirty (30) calendar days after the first closing date for such offering; provided, however, that this paragraph shall not apply (A) if the proposed registration is not to be made on Forms S-1, S-2 or S-3 (or the successors to such forms), (B) if the registration involves (I) a registration of securities other than Common Stock or securities convertible into Common Stock, (II) a registration of a stock option, incentive compensation, profit sharing or other employee benefit plan or securities issued or issuable pursuant to any such plan, or (III) a registration of securities proposed to be issued in exchange for securities or assets of, or in connection with a merger, share exchange, consolidation or other business combination involving, another corporation or entity, or (C) if any officer or director of the Company is not bound by an agreement with provisions at least as restrictive as the provisions of this paragraph (d).

4

        3.     Restrictive Legends. Each certificate representing the Registrable Securities shall be stamped or otherwise imprinted with the following or similar legends:

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SECURITIES MAY NOT BE TRANSFERRED UNLESS A REGISTRATION STATEMENT UNDER SAID ACT IS IN EFFECT AS TO SUCH TRANSFER OR, IN THE OPINION OF COUNSEL SATISFACTORY TO THE ISSUER, SUCH TRANSFER MAY BE MADE WITHOUT REGISTRATION UNDER SAID ACT. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS SET FORTH IN A REGISTRATION RIGHTS AGREEMENT TO WHICH THE ORIGINAL HOLDER OF THESE SHARES WAS A PARTY, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE COMPANY. SUCH RESTRICTIONS ARE BINDING ON TRANSFEREES OF THESE SHARES.

The Holder consents to the making of a notation by the Company on its records and giving instructions to any transfer agent of its capital stock in order to implement the restrictions on transfer established in this Agreement, including, without limitation, the volume limitation set forth in Section 2(c) hereof. The Company shall, at its expense, remove the legend from the certificates representing any Registrable Securities, at the request of the holder thereof, at such time as they become eligible for resale pursuant to Rule 144(k) under the Securities Act or are sold pursuant to an effective registration statement under the Securities Act or Rule 144 thereunder.

        4.     Notice of Proposed Transfers. Without in any way limiting the provisions of Section 2, no sale, assignment, transfer or pledge (other than (i) a sale made pursuant to a registration statement filed under the Securities Act and declared effective by the Commission for which no stop order has been issued and is then existing, and for which notice has been provided in accordance with Section 5(c)(iv) hereof, or (ii) a sale made in accordance with the applicable provisions of Rule 144) of Registrable Securities shall be made by the Holder to any person unless such person shall first agree in writing to be bound by the restrictions of this Agreement, including without limitation this Section 4. In connection with any sale, assignment, transfer or pledge of any Registrable Securities, unless there is in effect a registration statement under the Securities Act covering the transfer, or unless such sale is made pursuant to Rule 144, the holder thereof shall give written notice to the Company of such transfer, sale, assignment or pledge describing the manner and circumstances of the transfer, sale, assignment or pledge in reasonable detail, and shall also provide, at such holder’s expense, a written opinion of legal counsel (who shall be, and whose legal opinion shall be, reasonably satisfactory to the Company) addressed to the Company, to the effect that the transfer of the Registrable Securities was effected without registration under the Securities Act and under applicable state securities laws and regulations. Each certificate evidencing the Registrable Securities transferred as above provided shall bear, except if such transfer is made pursuant to Rule 144 or pursuant to an effective registration statement, the appropriate restrictive legend set forth in Section 3 above, except that such certificate shall not bear such restrictive legend if, in the opinion of counsel for the Company or such Holder, such legend is not required in order to establish or ensure compliance with the provisions of the Securities Act and this Agreement; provided that such opinion and the counsel giving such opinion are reasonably acceptable to the Company.

5

        5.     Registration on Form S-3.

        (a)    Registration. The Company shall use its reasonable best efforts to file with the Commission a Registration Statement covering all of the Registrable Securities within one business day after the Closing Date (the “Filing Deadline Date”). The Company shall use its reasonable best efforts to cause such Registration Statement to be declared effective as soon as practicable, but in no event later than ninety (90) calendar days following the Closing Date (the “Effectiveness Deadline Date”), provided, that, if the Commission notifies the Company that it does not intend to review the Registration Statement, the Company shall request effectiveness promptly (and in any event within seven (7) calendar days) following its receipt of such notice. Any Registration Statement to be filed by the Company hereunder shall permit the Holder to offer and sell, subject to the terms of this Agreement, on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (or any similar rule then in effect), any or all of the Registrable Securities. The Company shall use its best efforts to keep such Registration Statement effective until the earlier of (i) the date the Holder no longer holds any Registrable Securities or (ii) the date all Registrable Securities then held by the Holder may be sold pursuant to Rule 144(k) (the “Effective Period”). If at any time during the Effective Period the Company shall determine to prepare and file with the Commission a registration statement under the Securities Act relating to an underwritten offering of its Common Stock that includes a sale of shares for the account of selling stockholders, other than (x) a registration statement that is filed pursuant to registration rights exercised by one or more third parties, (y) a registration statement on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalent form relating to equity securities to be issued solely in connection with any acquisition of any entity or business or (z) equity securities issuable in connection with stock option or other employee benefit plans, then the Company shall send to the Holder a written notice of such determination and if, within seven (7) calendar days after receipt of such notice, the Holder shall request in writing, the Company shall include Registrable Securities in such registration statement on a pro rata basis based on the total number of secondary shares of Common Stock to be sold in such underwritten offering. The pro rata portion of secondary shares to be included in any such underwritten offering shall be allocated among the Holder and the other selling stockholders in proportion, as nearly as practicable, to the respective number of shares of Common Stock held by them on the date the Company gives the notice specified in the preceding sentence.

        (b)    Limitations on Registration and Sale of Registrable Securities. Notwithstanding anything in this Agreement to the contrary, the Company’s obligations and the Holder’s rights under this Section 5 are subject to the limitations and qualifications set forth below, which may be waived in writing by the Company.

        (i)     The Company shall have no obligation to keep effective a registration statement hereunder following the last day of the Effective Period and delivery of written notice to the Holder that the Company will no longer keep any such registration statement effective, which notice shall be given no sooner than thirty (30) calendar days prior to the last day of the Effective Period.

6

        (ii)    Upon (A) the issuance by the Commission of a stop order suspending the effectiveness of the Registration Statement or the initiation of proceedings therefor with respect to the Registration Statement, (B) the occurrence of any event or the existence of any fact or circumstance as a result of which the Registration Statement shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or any Prospectus shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading (a “Material Event”), or (C) the occurrence, existence or pendency of any corporate development that, in the reasonable discretion of the Board of Directors of the Company, makes it materially detrimental to the Company for the Registration Statement and the related Prospectus to be available for resale of the Registrable Securities by the Holder, the Company shall (I) in the case of clause (B) above, subject to the next sentence, as promptly as practicable (and in any event within seven (7) calendar days) prepare and file a post-effective amendment to the Registration Statement or a supplement to the related Prospectus or any document incorporated therein by reference or file any other required document that would be incorporated by reference into the Registration Statement and Prospectus so that the Registration Statement does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and such Prospectus does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, as thereafter delivered to the purchasers of the Registrable Securities being sold thereunder, and, in the case of a post-effective amendment to a Registration Statement, subject to the next sentence, use its reasonable best efforts to cause it to be declared effective as promptly as is reasonably practicable, and (II) in the case of any of clause (A), (B) or (C) above, immediately give notice to the Holder, counsel for the Holder and any underwriter that the availability of the Registration Statement is suspended (a “Deferral Notice”) and, upon receipt of any Deferral Notice, the Holder agrees not to sell any Registrable Securities pursuant to the Registration Statement until the Holder’s receipt of copies of the supplemented or amended Prospectus provided for in clause (I) above, or until it is advised in writing by the Company that the Prospectus may be used, and has received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in such Prospectus. Subject to the provisions of Section 5(d) below, the Company will use its reasonable best efforts to ensure that the use of the Prospectus may be resumed (x) in the case of clause (A) above, as promptly as is reasonably practicable, (y) in the case of clause (B) above, as promptly as is reasonably practicable after the occurrence of the Material Event, and (z) in the case of clause (C) above, as soon as, in the reasonable discretion of the Board of Directors of the Company, such suspension is no longer appropriate. The Company shall be entitled to exercise its right under clause (C) of this Section 5(b)(ii) to suspend the availability of the Registration Statement or any Prospectus no more than one (1) time in any three-month period or two (2) times in any twelve-month period, and any such period during which the availability of the Registration Statement and any Prospectus is suspended (the “Deferral Period”) shall not exceed thirty (30) calendar days.

        (c)    Registration Procedures. In connection with any registration required under this Agreement, the Company shall take the actions set forth below (subject to Section 5(b)(ii) above and Section 5(d) below):

        (i)     promptly (but in no event later than the Filing Deadline Date) prepare and file with the Commission a Registration Statement with respect to the Registrable Securities, which includes in the Prospectus included therein a “Plan of Distribution” section in substantially the form attached hereto as Exhibit A.

7

        (ii)    as expeditiously as reasonably possible, prepare and file with the Commission such amendments and supplements to such Registration Statement and the Prospectus as may be necessary to comply with the provisions of the Securities Act and to keep the Registration Statement effective until the end of the Effective Period.

        (iii)   a reasonable period of time prior to the filing of the Registration Statement or amendment or supplement thereto with the Commission, permit a single firm of counsel designated by the Holder to review and comment on the Registration Statement and all amendments and supplements thereto (but excluding any documents incorporated by reference in such Registration Statement, amendment or supplement), which comments the Company shall consider in good faith.

        (iv)    promptly (and in any event within one business day) notify the Holder of any stop order issued or threatened by the Commission or other suspension of effectiveness of the Registration Statement, take all reasonable actions necessary or appropriate to prevent the entry of such stop order or to remove it if entered and promptly (and in any event within one business day) notify the Holder of the resolution of such situation.

        (v)     furnish to the Holder and each underwriter, if any, of Registrable Securities covered by the Registration Statement filed pursuant to this Agreement, without charge, (A) promptly after the same is prepared and filed with the Commission, at least one copy of the Registration Statement and any amendments thereto, each Prospectus and each amendment or supplement thereto, and, as promptly as practicable (and in any event within three (3) business days) after the date of effectiveness of the Registration Statement or any amendment thereto, a notice stating that the Registration Statement or amendment thereto has been declared effective, and (B) such number of copies of such Registration Statement, each amendment and supplement thereto (in each case including all exhibits thereto), and the Prospectus included in such Registration Statement, in conformity with the requirements of the Securities Act, and such other documents as the Holder may reasonably request in order to facilitate the disposition of the Registrable Securities owned by the Holder. Such delivery of documents pursuant to clause (B) above shall be made by the Company within three (3) trading days of receipt of a request therefor from the Holder.

        (vi)    as expeditiously as reasonably possible, register or qualify the Registrable Securities under the securities or “blue sky” laws of each state of the United States of America as the Holder or the underwriters, if any, of the Registrable Securities covered by a Registration Statement filed hereunder reasonably requests, and do any and all other acts and things which may be reasonably necessary or advisable to enable the Holder and each underwriter, if any, to consummate the public sale or other disposition in such states of the Registrable Securities owned by the Holder; provided that the Company shall not be required to (A) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subsection (vi), (B) subject itself to taxation in any such jurisdiction or (C) consent to general service of process in any such jurisdiction.

8

        (vii)   give notice to the Holder and counsel for the Holder, (A) promptly (and in any event within three (3) business days) when any Prospectus, Prospectus supplement, Registration Statement or post-effective amendment to the Registration Statement has been filed with the Commission and, with respect to the Registration Statement or any post-effective amendment, when the same has been declared effective, (B) promptly (and in any event within three (3) business days) of any written request by the Commission or any other federal or state governmental authority for amendments or supplements to any Registration Statement or related Prospectus or for additional information, (C) promptly (and in any event within one business day) of the issuance by the Commission or any other federal or state governmental authority of any stop order suspending the effectiveness of the Registration Statement or the initiation or written threat of any proceedings for that purpose, (D) promptly (and in any event within one business day) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction or the initiation or the written threat of any proceeding for such purpose, (E) promptly (and in any event within one business day) of the occurrence of a Material Event (but not the nature of or details concerning such Material Event) and (F) promptly (and in any event within one (1) business day) of the determination by the Company that a post-effective amendment to the Registration Statement will be filed with the Commission, which notice may, if permitted pursuant to Section 5(b)(ii), state that it constitutes a Deferral Notice, in which event the provisions of Sections 5(b)(ii) and 5(d) shall apply.

        (viii)  enter into customary agreements (including an underwriting agreement in customary form) and take all such other reasonable and customary actions (including causing its legal counsel to deliver customary legal opinions and its independent auditor to deliver customary “cold comfort letters”) as the Holder or the underwriters, if any, may reasonably request in order to expedite or facilitate the disposition of the Registrable Securities in accordance with the terms of this Agreement.

        (ix)    otherwise use its best efforts to comply with all applicable rules and regulations of the Commission in connection with any registration hereunder.

        (x)     make reasonably available for inspection during normal business hours by representatives of the Holder, and any broker-dealers, counsel for the Holder, accountants or underwriters, all relevant financial and other records and pertinent corporate documents and properties of the Company and its subsidiaries, and cause the appropriate officers, directors and employees of the Company and its subsidiaries to be reasonably available during normal business hours to discuss the Company’s business and finances and to make reasonably available for inspection during normal business hours on reasonable notice all relevant information reasonably requested by such representatives of the Holder, or any such broker-dealers, counsel for the Holder, accountants or underwriters in connection with such disposition, in each case as is customary for similar “due diligence” examinations; provided, however, that the Holder (and its agents and representatives) shall hold in confidence and shall not make any disclosure of any such information, unless (A) disclosure of such information is necessary or appropriate to comply with federal or state securities laws, (B) disclosure of such information is necessary or appropriate to avoid or to correct a misstatement or omission in the Registration Statement (and only for the purpose of correcting such misstatement or omission in the Registration Statement), (C) release of such information is ordered pursuant to a subpoena or other order from a court or government body of competent jurisdiction, (D) such information has been made generally available to the public other than by disclosure in violation of this or any other agreement, or (E) the Company consents in writing to any such disclosure. The Holder agrees that it shall, upon learning that disclosure of such information is sought in or by a court or governmental body of competent jurisdiction or through other means, if permitted, give prompt notice to the Company and allow the Company, at its expense, to undertake appropriate action to prevent disclosure of, or to obtain a protective order for, the information deemed confidential. Nothing herein shall be deemed to limit the Holder’s ability to sell Registrable Securities in a manner which is otherwise consistent with applicable laws and regulations.

9

        (xi)    hold in confidence and not make any disclosure of information concerning the Holder provided to the Company pursuant to this Agreement unless (A) disclosure of such information is necessary to comply with federal or state securities laws, provided that the Holder shall be given reasonable notice of the proposed disclosure and that such disclosure is limited to the maximum extent permitted under such securities laws, (B) disclosure of such information is necessary to avoid or correct a misstatement or omission in the Registration Statement, (C) release of such information is ordered pursuant to a subpoena or other order from a court or governmental body of competent jurisdiction, (D) such information has been made generally available to the public other than by disclosure in violation of this or any other agreement, or (E) the Holder consents in writing to any such disclosure. The Company agrees that it shall, upon learning that disclosure of such information concerning the Holder is sought in or by a court or governmental body of competent jurisdiction or through other means, give prompt notice to the Holder prior to making such disclosure, and allow the Holder, at its expense, to undertake appropriate action to prevent disclosure of, or to obtain a protective order for, such information.

        (xii)   on or before the Effective Date, cause all Registrable Securities registered under this Agreement to be listed on The NASDAQ National Market (“Nasdaq”), and pay any fees for the additional listing of the shares of the Common Stock on Nasdaq as required by Nasdaq, or such other principal market as the Common Stock may then be listed or traded, and take such other acts as may be necessary to secure such listing.

        (d)    Effect of Failure to File, Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed with the Commission on or before the Filing Deadline Date (a “Filing Default”) or (B) not declared effective by the Commission on or before the Effectiveness Deadline Date (an “Effectiveness Default”) or (ii) on any day after such Registration Statement has been declared effective by the Commission sales of all the Registrable Securities required to be included in such Registration Statement cannot be made (other than during a Deferral Period permitted pursuant to Section 5(b)(ii) above) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or to register sufficient shares of Common Stock) (a “Blackout Default”), then, as partial relief for the damages to the Holder by reason of any such delay in or reduction of its ability to sell the Registrable Securities (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to the Holder, as liquidated damages and not as a penalty, an amount in cash equal to the product of (A) the Default Amount, multiplied by (B) the Default Period. For purposes of this Section 5(d):

10

        (i)     “Default Amount” means $5,000.00.

        (ii)    “Default Period” means (x) the number of calendar days after the Filing Deadline Date that the Registration Statement is not filed with the Commission, in the case of a Filing Default, (y) the number of calendar days after the Effectiveness Deadline Date that the Registration Statement is not declared effective by the Commission, in the case of an Effectiveness Default, and (z) the number of calendar days after the Registration Statement has been declared effective by the Commission that the Registration Statement is not available (other than during a permitted Deferral Period) for the sale of all of the Registrable Securities to be included in such Registration Statement, in the case of a Blackout Default.

        The payments to which the Holder shall be entitled pursuant to this Section 5(d) are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on the earlier of (I) the last day of each calendar month during which the event or failure giving rise to such Registration Delay Payment occurs or is continuing and (II) the third business day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of 1.5% per month (prorated for partial months) until paid in full.

        6.     Other Registration Rights. The Holder acknowledges that certain other securityholders of the Company may now or hereafter have registration rights, and that such other securityholders may be entitled to sell their securities at the same time as the Holder hereunder.

        7.     Expenses of Registration. All Registration Expenses incurred in connection with the registrations hereunder shall be borne by the Company. All Selling Expenses relating to the sale of the Registrable Securities by the Holder hereunder shall be borne by the Holder. Each of the parties shall bear its own costs and expenses and the costs and expenses of its counsel and other agents in connection with the transactions contemplated hereby; provided, however, that the Company shall reimburse the Holder for one-half the cost of the fees and disbursements of one counsel for the Holder(s) incurred in connection with the Registration Statement, not to exceed in the aggregate $10,000.

11

        8.     Indemnification.

        (a)    Company’s Indemnification Obligations. The Company hereby agrees to indemnify and hold harmless the Holder, each of its affiliates, each of their respective directors, officers, employees, partners, advisors and agents, and each other person, if any, who controls the Holder or any such affiliate within the meaning of Section 15 of the Securities Act, against all claims, losses, damages, liabilities and expenses (or actions or proceedings in respect thereof), joint or several, including reasonable costs of investigation and reasonable legal fees and expenses, and any of the foregoing incurred in settlement of any litigation, commenced or threatened, arising out of or based on (i) any untrue statement (or alleged untrue statement) of a material fact contained in any registration statement, preliminary Prospectus, Prospectus, offering circular or other document, or any amendment or supplement thereto, (ii) any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading or (iii) any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any other applicable securities law, including, without limitation, any state securities law, or any rule or regulation thereunder or under the Securities Act or the Exchange Act relating to the offer or sale of the Registrable Securities; and the Company will reimburse each Indemnified Party (as defined in Section 8(c)) for any legal and other expenses reasonably incurred in connection with investigating, preparing for or defending any such claim, loss, damage, liability or action, provided that the Company will not be liable in any such case to the extent that any such claim, loss, damage, liability or expense arises out of or is based on any untrue statement (or alleged untrue statement) or omission (or alleged omission) made in reliance upon and in conformity with written information furnished to the Company by or on behalf of the Holder, specifically for use therein, including, without limitation, the “Plan of Distribution” section contained therein. In connection with any underwritten offering of Registrable Securities effected hereunder, the Company also agrees to indemnify underwriters participating in the distribution, their officers, directors, employees, partners and agents, and each person who controls such underwriters (within the meaning of the Securities Act) to the same extent as provided above, if so requested.

        (b)    Holder’s Indemnification Obligations. The Holder hereby agrees to indemnify and hold harmless the Company, each of its affiliates, each of their respective directors, officers, employees, partners, advisors and agents, and each other person, if any, who controls the Company or any such affiliate within the meaning of Section 15 of the Securities Act, against all claims, losses, damages, liabilities and expenses (or actions or proceedings in respect thereof), joint or several, arising out of or based on (i) any untrue statement (or alleged untrue statement) of a material fact contained in any registration statement, preliminary Prospectus, Prospectus, offering circular or other document, or any amendment or supplement thereto, or (ii) any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and will reimburse each Indemnified Party for any legal and other expenses reasonably incurred in connection with investigating, preparing for or defending any such claim, loss, damage, liability or action, but, in the case of clauses (i) and (ii) above, only to the extent that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in reliance upon and in conformity with written information furnished to the Company by or on behalf of the Holder specifically for use therein, including, without limitation, the “Plan of Distribution” section contained therein; provided, however, that the obligations of the Holder hereunder shall be limited to an amount equal to the net proceeds to the Holder of the Registrable Shares sold in connection with such registration. In connection with any underwritten offering of Registrable Securities effected hereunder, the Holder also agrees to indemnify underwriters participating in the distribution, their officers, directors, employees, partners and agents, and each person who controls such underwriters (within the meaning of the Securities Act) to the same extent as provided above, if so requested.

12

        (c)    Indemnification Procedures. Each party entitled to indemnification under this Section 8 (the “Indemnified Party”) shall give notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, provided that (i) counsel for the Indemnifying Party who conducts the defense of such claim or litigation, shall be approved by the Indemnified Party (which approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party’s expense, (ii) the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 8 unless the failure to give such notice is materially prejudicial to an Indemnifying Party’s ability to defend such action, and then only to the extent that such Indemnifying Party is materially prejudiced, and (iii) the Indemnifying Party shall not assume the defense for matters as to which, in the reasonable opinion of counsel retained by the Indemnified Party, there is a conflict of interest or there are separate or different defenses. The Indemnifying Party also shall be responsible for the reasonable expenses of such defense if the Indemnifying Party does not elect to assume such defense. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which (A) does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a full and complete release from all liability in respect to such claim or litigation and a covenant not to sue, (B) includes any admission of fault by the Indemnified Party or (C) commits the Indemnified Party to pay any money damages. The indemnification required by this Section 8 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or such expense, loss, damage or liability is incurred.

        (d)     The indemnity agreements contained herein shall be in addition to any cause of action or similar right of the Indemnified Party against the Indemnifying Party or others.

        9.     Contribution. If the indemnification provided for in Section 8 is held by a court of competent jurisdiction to be unavailable to an Indemnified Party or insufficient to hold it harmless as contemplated by Section 8, then the Indemnifying Party, in lieu of indemnifying the Indemnified Party hereunder, shall contribute to the amount paid or payable by the Indemnified Party as a result of such loss, claim, damage or liability to which such party may be subject in such proportion as is appropriate to reflect not only the relative benefits received by the Indemnifying Party and the Indemnified Party, but also the relative fault of the Indemnifying Party and the Indemnified Party in connection with the statements or omissions that resulted in such loss, claim, damage or liability, as well as any other relevant equitable considerations, provided that no Holder shall be required to contribute an amount greater than the dollar amount of the net proceeds actually received by such Holder with respect to the sale of the Registrable Securities giving rise to such indemnification obligation. The relative fault of any Indemnifying Party or of any Indemnified Party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by such Indemnifying Party or the Indemnified Party or their affiliates or representatives, and the parties’ relative intent, knowledge, access to information and the opportunity to correct or prevent such statement or omission. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 9 were determined by (a) pro rata allocation (even if all Holders or any agents for the Holders or any underwriters of the Registrable Securities, or all of them, were treated as one entity for such purpose), or (b) any other method that does not take into account the equitable considerations referred to in this Section 9. The amount paid or payable by an Indemnified Party as a result of the losses, claims, damages or liabilities (or actions or proceedings in respect thereof) referred to above shall be deemed to include any legal or other fees or expenses reasonably incurred by such Indemnified Party in connection with investigating or defending any such action, proceeding or claim. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who is not also guilty of fraudulent misrepresentation. Any party entitled to contribution shall, promptly after receipt of notice of commencement of any action, suit or proceeding against such party in respect of which a claim for contribution may be made against another party or parties under this Section 9, notify such party or parties from whom contribution may be sought, but the omission so to notify such party or parties from whom contribution may be sought shall not relieve such party from any other obligation it or they may have thereunder or otherwise under this Section 9. The rights and obligations of the Company and the Holder under this Section 9 and under Section 8 above shall survive the termination of this Agreement.

13

        10.    Information by Holder. The Holder shall furnish to the Company such information regarding the Holder, the number of Registrable Securities held by it and the distribution proposed by the Holder as the Company may reasonably and timely request in writing and as shall be required in connection with any registration referred to in this Agreement. Notwithstanding anything contained herein to the contrary, the Company shall have no obligation to effect any registration hereunder prior to its receipt of such information.

        11.    Rule 144 Reporting. With a view to making available to the Holder the benefits of certain rules and regulations of the Commission which may permit the sale of the Registrable Securities to the public without registration, the Company agrees to use its reasonable best efforts to:

        (a)     Make and keep public information about the Company available, as those terms are understood and defined in Rule 144 under the Securities Act;

        (b)     File with the Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act; and

        (c)     Furnish to the Holder, so long as the Holder owns or has the right to acquire any Registrable Securities, promptly after the Holder’s written request, a written statement by the Company as to its compliance with the foregoing requirements and such other information as may be reasonably requested in availing the Holder of any rule or regulation of the Commission which permits the selling of any such securities without registration.

        12.    Transfer of Rights. The rights granted to the Holder by the Company pursuant to this Agreement may be transferred or assigned by the Holder to a Permitted Transferee, provided, that (a) such transfer or assignment is in compliance with the terms of Sections 2(a), 2(c) and 4 of this Agreement and (b) except in the case of a Permitted Transferee that is an affiliate of the Holder, the Permitted Transferee acquires no less than 200,000 shares of Registrable Securities.

        13.    Amendment. Any provision of this Agreement may be amended or the observance thereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of the Company and the Holder.

14

        14.    Governing Law. This Agreement shall be governed in all respects by the laws of the State of Delaware, without regard to conflict of laws provisions.

        15.    Entire Agreement. This Agreement and the Purchase Agreement and any annexes, exhibits and schedules attached hereto and thereto and delivered in connection herewith and therewith, as the case may be, constitute the full and entire understanding and agreement among the parties regarding the matters set forth herein. The provisions hereof shall inure to the benefit of, and be binding upon, the successors, permitted assigns, heirs, executors and administrators of the parties hereto.

        16.    Notices. All notices and other communications required or permitted hereunder shall be in writing and shall be deemed delivered (a) four business days after being sent to the parties at their respective addresses indicated herein by registered or certified mail, return receipt requested and postage prepaid, or (b) three business days after being sent via a reputable courier service guaranteeing international delivery within three business days. The respective addresses to be used for all such notices and other communications are as follows:

        (a)     if to the Holder, to:

Nycomed Danmark ApS
Langebjerg 1
DK-4000 Roskilde
Denmark
Attention: President

with copies to:

Nycomed Group
P.O. Box 205
NO-1372 Asker, Norway
Attention: General Counsel

Hale and Dorr LLP
60 State Street
Boston, Massachusetts 02109
Attention: Stuart Falber, Esq.

        (b)     if to the Company, to:

NPS Pharmaceuticals, Inc.
420 Chipeta Way
Salt Lake City, Utah 84108
Attention: Office of the General Counsel

15

with a copy to:

Foley & Lardner LLP
3000 K Street, NW
Washington, DC 20007
Attention: Thomas E. Hartman, Esq.

        Any party to this Agreement may give notice or other communication hereunder using any other means (including personal delivery, messenger service, telecopy ordinary mail or electronic mail), but no such notice or other communication shall be deemed to have been duly given unless and until it actually is received by the party for whom it is intended. Each party to this Agreement may change the address to which notices and other communications hereunder are to be delivered by giving the other party to this Agreement notice in accordance with this Section.

        17.    Counterparts. This Agreement may be executed in any number of counterparts, including a facsimile counterpart, each of which shall be an original, but all of which together shall constitute one instrument.

        18.    Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement.

        19.    Specific Performance In addition to any and all other remedies that may be available at law in the event of any breach of this Agreement, the Holder shall be entitled to specific performance of the agreements and obligations of the Company hereunder and to such other injunctive or other equitable relief as may be granted by a court of competent jurisdiction.

        20.    Section Headings and References. The section headings are for the convenience of the parties and in no way alter, modify, amend, limit or restrict the contractual obligations of the parties. Any reference in this Agreement to a particular section or subsection shall refer to a section or subsection of this Agreement, unless specified otherwise.

        21.    Venue. Each party to this Agreement (a) submits to the jurisdiction of any state or federal court sitting in New York in any action or proceeding arising out of or relating to this Agreement, (b) agrees that all claims in respect of such action or proceeding may be heard and determined in any such court, (c) waives any claim of inconvenient forum or other challenge to venue in such court and (d) agrees not to bring any action or proceeding arising out of or relating to this Agreement in any other court. Each party agrees to accept service of any summons, complaint or other initial pleading made in the manner provided for the giving of notices in Section 16, provided that nothing in this Section 21 shall affect the right of either party to serve such summons, complaint or other initial pleading in any other manner permitted by law.

        22.    Expenses. In the event that any suit, action or arbitration is instituted in connection with any alleged breach of, or to enforce any of the provisions in, this Agreement, the prevailing party in such dispute shall be entitled to recover from the losing party the reasonable fees and expenses of its attorneys and agents in connection with such dispute, which shall include, without limitation, all fees, costs and expenses of appeals.

16

        IN WITNESS WHEREOF, the parties hereto have executed this Registration Rights Agreement as of the date first written above.

NPS PHARMACEUTICALS, INC.			NYCOMED DANMARK ApS
By:	/s/  Hunter Jackson		By:	/s/  Hakan Bjorklund
	Name:	Hunter Jackson		Name:	Hakan Bjorklund
	Title:	President and CEO		Title:	President and CEO

17

EXHIBIT A
TO
REGISTRATION RIGHTS AGREEMENT

Plan of Distribution

        We are registering the shares of our common stock to permit the public offer and sale of these securities by the selling stockholder from time to time after the date of this prospectus.

        We will not receive any of the proceeds from the offering of the shares of our common stock by the selling stockholder. The shares of common stock may be sold from time to time directly by the selling stockholder or, alternatively, through underwriters, broker-dealers or agents. If shares of common stock are sold through underwriters or broker-dealers, the selling stockholder will be responsible for underwriting discounts or commissions or agents’ commissions.

        The shares of common stock may be sold:

• in one or more transactions at fixed prices;

• at prevailing market prices at the time of sale;

• at varying prices determined at the time of sale; or

• at negotiated prices.

        Such sales may be effected in transactions, which may involve block trades or transactions in which the broker acts as agent for the seller and the buyer:

• on any national securities exchange or quotation service on which the shares of common stock may be listed or quoted at the time of sale;

• in the over-the-counter market;

• in transactions otherwise than on a national securities exchange or quotation service or in the over-the-counter market; or

• through the writing of options.

        In connection with dispositions of shares of common stock, the selling stockholder may:

• enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the shares of common stock in the course of hedging the positions they assume;

• sell short and deliver shares of common stock to close out the short positions; or

• loan or pledge shares of common stock to broker-dealers that in turn may sell the shares.

        To the extent required, this prospectus may be amended or supplemented from time to time to describe any changes to this plan of distribution. In effecting sales, broker-dealers engaged by the selling stockholder may arrange for other broker-dealers to participate in the resales.

        Broker-dealers or agents may receive compensation in the form of commissions, discounts or concessions from selling stockholder. Broker-dealers or agents may also receive compensation from the purchasers of the shares for whom they act as agents or to whom they sell as principals, or both. Compensation as to a particular broker-dealer might be in excess of customary commissions and will be in amounts to be negotiated in connection with the sale. Broker-dealers or agents and any other participating broker-dealers or the selling stockholder may be deemed to be “underwriters” within the meaning of Section 2(11) of the Securities Act of 1933, when they sell the shares. Accordingly, any commission, discount or concession received by them and any profit on the resale of the shares purchased by them may be deemed to be underwriting discounts or commissions under the Securities Act of 1933.

        If required under applicable state securities laws, the shares will be sold only through registered or licensed brokers or dealers.

        In addition, any shares of common stock covered by this prospectus which qualify for sale pursuant to Rule 144 or any other available exemption from registration under the Securities Act may be sold under Rule 144 or any of the other available exemptions rather than pursuant to this prospectus.

        There is no assurance that the selling stockholder will sell any or all of the shares of common stock described in this prospectus, and the selling stockholder may transfer, devise or gift the shares by other means not described in this prospectus.

        The registration rights agreement between us and the selling stockholder contains provisions that could limit the number of shares sold and timing of sales made by the selling stockholder pursuant to this prospectus. In particular, the selling stockholder has agreed to sell no more than 666,667 shares in open market transactions pursuant to this prospectus in any calendar month. These limits cease in certain circumstances identified in the registration rights agreement upon the occurrence of specified change of control-related events.

        The selling stockholder will be subject to applicable provisions of the Exchange Act and the associated rules and regulations under the Securities Exchange Act of 1934, including Regulation M; these provisions may limit the timing of purchases and sales of shares of our common stock by the selling stockholder. We will make copies of this prospectus available to the selling stockholder and have informed it of the need to deliver copies of this prospectus to purchasers at or prior to the time of any sale of the shares.

A-2

        We will bear all costs, expenses and fees in connection with the registration of the shares. The selling stockholder will bear all commissions and discounts, if any, attributable to the sales of the shares. The selling stockholder may agree to indemnify any broker-dealer or agent that participates in transactions involving sales of the shares against specific liabilities, including liabilities arising under the Securities Act of 1933. The registration rights agreement provides for us and the selling stockholder to indemnify each other against certain liabilities arising under the Securities Act of 1933.

        We agreed pursuant to the registration rights agreement to use our reasonable best efforts to cause the registration statement to which this prospectus relates to become effective as soon as practicable and to keep the registration statement effective until the earlier of:

• the sale of all the shares registered pursuant to the registration rights agreement, and

• such date that all shares registered pursuant to the registration rights agreement may be sold pursuant to Rule 144(k).

A-3

EX-5.1

EXHIBIT 5.1

[LOGO OMITTED]

July 7, 2004

NPS Pharmaceuticals, Inc.
420 Chipeta Way
Salt Lake City, Utah 84108-1256

Re: Opinion of Counsel

Ladies and Gentlemen:

        The undersigned (“Counsel”) has acted as counsel to NPS Pharmaceuticals, Inc., a Delaware corporation (the “Company”), in connection with the preparation and filing of the Registration Statement on Form S-3 (the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”). The Company is filing this Registration Statement with the Commission under the Securities Act of 1933, as amended, for the registration of 1,333,333 shares (the “Shares”) of the Company’s Common Stock, $0.001 par value per share (the “Common Stock”), for a certain selling stockholder identified therein. This opinion is delivered to you in connection with the Registration Statement on Form S-3 for the aforementioned sales.

        In rendering the opinion set forth herein, Counsel has made such investigations of fact and law, and examined such documents and instruments, or copies thereof established to Counsel’s satisfaction to be true and correct copies thereof, as Counsel has deemed necessary under the circumstances.

        Based upon the foregoing and such other examination of law and fact as deemed necessary, and in reliance thereon, Counsel is of the opinion that the Shares are duly authorized, validly issued, fully paid and nonassessable.

        I hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to Counsel under the caption “Legal Matters” in the Prospectus which is a part of the Registration Statement.

Sincerely,

/s/ Kevin J. Ontiveros

Kevin J. Ontiveros,
Acting General Counsel and Secretary

Utah State Bar No.5530

420 Chipeta Way Salt   •    Lake City, UT 84108   •   Tel 801 583 4939   •   Fax 801 583 4961

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

The Board of Directors
NPS Pharmaceuticals, Inc.

We consent to the use of our report incorporated by reference herein and to the reference to our firm under the heading “Experts” in the prospectus.

Our report on the consolidated financial statements of NPS Pharmaceuticals, Inc. dated February 9, 2004 refers to a change in the method of amortizing goodwill and intangible assets in 2002.

/s/  KPMG LLP

Salt Lake City, Utah
July 7, 2004