SC TO-I/A

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

AMENDMENT NO. 2
TO
SCHEDULE TO
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934

NPS PHARMACEUTICALS, INC.

(Name of Subject Company (issuer))

NPS PHARMACEUTICALS, INC. (ISSUER)

(Name of Filing Person (identifying status as offeror, issuer or other person))

3.0% Convertible Notes due 2008

(Title of Class of Securities)

62936PAB9 and 62936PAA1

(CUSIP Numbers of Class of Securities)

Val R. Antczak
Senior Vice President, Legal Affairs and General Counsel
NPS Pharmaceuticals, Inc.
550 Hills Drive, 3rd Floor
Bedminster, NJ 07921
(800) 730-3644

(Name, address and telephone number of person authorized to receive
notices and communications on behalf of the filing persons)

Copy to:
William Greason, Esq.
Chadbourne & Parke LLP
30 Rockefeller Plaza
New York, NY 10112
(212) 408-5100

CALCULATION OF FILING FEE

Transaction Valuation(*)	Amount of Filing Fee(**)
$171,800,000	$5,274.26

(*)	Calculated solely for purpose of determining the amount of the filing fee and based upon a purchase of $171,800,000 principal amount of NPS Pharmaceuticals, Inc.’s 3.0% Convertible Notes due 2008. The amount of the filing fee, $30.70 for each $1,000,000 of value, was calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended.
(**)	Previously paid.

o Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid: N/A	Filing Party: N/A
Form or Registration No.: N/A	Date Filed: N/A

o Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes to designate any transactions to which this statement relates:

o	third party tender offer subject to Rule 14d-1	o	going-private transaction subject to Rule 13e-3
x	issuer tender offer subject to Rule 13e-4	o	amendment to Schedule 13D under Rule 13d-2

Check the following box if the filing is a final amendment reporting the results of the tender offer:    x

          This Amendment No. 2 to Tender Offer Statement on Schedule TO (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO (the “Schedule TO”) originally filed with the United States Securities and Exchange Commission by NPS Pharmaceuticals, Inc., a Delaware corporation (the “Company”), on September 6, 2007 and amended on October 3, 2007, in connection with its offer to purchase for cash any and all of the Company’s 3.0% Convertible Notes due 2008 (the “Notes”) upon the terms and subject to the conditions contained in the Offer to Purchase dated September 6, 2007 (as amended or supplemented from time to time, the “Offer to Purchase”), a copy of which is attached as Exhibit (a)(1)(i) to the Schedule TO, and the related Letter of Transmittal (as amended or supplemented from time to time, the “Letter of Transmittal”), a copy of which is attached as Exhibit (a)(1)(ii) to the Schedule TO (which together with the Offer to Purchase constitutes the “Offer”).

Item 4. Terms of the Transaction.

          Item 4 of the Schedule TO is hereby amended and supplemented by adding the following information:

          The Offer expired at midnight, New York City time, on October 17, 2007. As of the expiration date, $171,202,000 principal amount of the Notes, representing approximately 99.65% of the Notes outstanding, were validly tendered and not withdrawn pursuant to the Offer. The Company has accepted for purchase all Notes that were validly tendered and not withdrawn.

          On October 18, 2007, the Company issued a press release announcing the acceptance for purchase of Notes tendered pursuant to the Offer, a copy of which is filed as Exhibit (a)(6) to this Amendment and is incorporated herein by reference.

Item 11. Additional Information.

          Item 11 of the Schedule TO is hereby amended and supplemented by incorporating by reference the information contained in Item 4 above.

Item 12. Exhibits.

          Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibits:

          (a)(7) Press Release, dated October 18, 2007.

SIGNATURE

          After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

NPS PHARMACEUTICALS, INC.
By:	/s/ Gerard J. Michel
	Name:  Gerard J. Michel
	Title:    Chief Financial Officer

Dated: October 18, 2007

Exhibit Index

Exhibit No.	Description
(a)(1)(i)	Offer to Purchase, dated September 6, 2007.*
(a)(1)(ii)	Form of Letter of Transmittal.*
(a)(1)(iii)	Form of Notice of Guaranteed Delivery.*
(a)(1)(iv)	Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
(a)(1)(v)	Letter to Clients.*
(a)(1)(vi)	Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.*
(a)(2)	None.
(a)(3)	None.
(a)(4)	None.
(a)(5)	Press Release, dated September 6, 2007.*
(a)(6)	Press Release, dated October 3, 2007.*
(a)(7)	Press Release, dated October 18, 2007.
(b)	None.
(d)(1)	Indenture, dated June 17, 2003, by and between NPS Pharmaceuticals, Inc. and U.S. Bank National Association, as Trustee (previously filed as Exhibit 4.1 to the Company’s Form 10-Q filed August 12, 2003 and incorporated herein by reference.*
(d)(2)	Registration Rights Agreement, dated June 17, 2003, by and between NPS Pharmaceuticals, Inc., Morgan Stanley & Co. Incorporated and Goldman, Sachs & Co., as Initial Purchasers (previously filed as Exhibit 4.2 to the Company’s Form 10-Q filed August 12, 2003 and incorporated herein by reference).*
(d)(3)	Description of Notes (previously filed as pages 18 through 29 of the Company’s Form S-3 (No. 333-108612) filed September 8, 2003 and incorporated herein by reference).*
(d)(4)	Composite Indenture, dated as of December 22, 2004, by and between Cinacalcet Royalty Sub LLC, a wholly-owned subsidiary of Registrant, and U.S. National Bank Association, incorporating the amendments provided for in the Supplemental Indenture dated as of February 2, 2005, between the same parties (the “Indenture”) (previously filed as Exhibit 10.1 to the Company’s Form 8-K filed February 7, 2005 and incorporated herein by reference).*
(d)(5)	Second Supplemental Indenture dated as of October 20, 2006 to the Indenture (previously filed as Exhibit 4.1 to the Company’s Form 8-K August 31, 2007 and incorporated herein by reference).*
(d)(6)	Third Supplemental Indenture dated as of July 9, 2007 to the Indenture (previously filed as Exhibit 4.2 to the Company’s Form 8-K filed August 31, 2007 and incorporated herein by reference).*

(d)(7)	Fourth Supplemental Indenture dated as of August 1, 2007 to the Indenture (previously filed as Exhibit 4.3 to the Company’s Form 8-K filed August 31, 2007 and incorporated herein by reference).*
(d)(8)	Fifth Supplemental Indenture dated as of August 7, 2007 to the Indenture (previously filed as Exhibit 4.4 to the Company’s Form 8-K filed August 31, 2007 and incorporated herein by reference).*
(d)(9)	Securities Purchase Agreement dated as of August 7, 2007 among NPS Pharmaceuticals, Inc. (the “Issuer”) and Visium Balanced Fund, LP, Visium Balanced Offshore Fund, Ltd., Visium Long Bias Fund, LP, Visium Long Bias Offshore Fund, Ltd. and Atlas Master Fund (collectively, the “Investors”) (previously filed as Exhibit 4.5 to the Company’s Form 8-K filed August 31, 2007 and incorporated herein by reference).*
(d)(10)	Form of Note issued pursuant to the Securities Purchase Agreement (previously filed as Exhibit 4.6 to the Company’s Form 8-K filed August 31, 2007 and incorporated herein by reference).*
(d)(11)	Registration Rights Agreement dated as of August 7, 2007 among the Issuer and the parties named therein (previously filed as Exhibit 4.7 to the Company’s Form 8-K filed August 31, 2007 and incorporated herein by reference).*
(d)(12)	Description of the notes issued under the Composite Indenture on December 22, 2004 (previously filed in the Company’s Form 8-K filed December 23, 2004 and incorporated herein by reference).*
(d)(13)	Description of the notes issued under the Composite Indenture on August 7, 2007 and the description of the notes issued under the Securities Purchase Agreement (previously filed in the Company’s Form 8-K filed August 7, 2007 and incorporated herein by reference).*
(d)(14)	Rights Agreement, dated as of December 4, 1996, between the Company and American Stock Transfer & Trust, Inc. (previously filed as Exhibit 4.1 to the Company’s Form 8-K Current filed December 19, 1996 and incorporated herein by reference).*
(d)(15)	First Amendment to the Rights Agreement and Certificate of Compliance with Section 27 thereof. (previously filed as Exhibit 4.2 to the Company’s Registration Statement on Form 8-A12G/A filed December 31, 2001 and incorporated herein by reference).*
(d)(16)	Second Amendment to the Rights Agreement and Certificate of Compliance with Section 27 thereof, dated February 19, 2003 (previously filed as Exhibit 4.3 to the Company’s Registration Statement on Form 8-A12G/A filed February 21, 2003 and incorporated herein by reference).*
(d)(17)	Descriptions of the material provisions of the Rights Agreement (previously filed in the Company’s Form 8-K filed December 19, 1996 and incorporated herein by reference).*
(g)	None.
(h)	None.
* Previously Filed.

EX-99.A.7

Exhibit (a)(7)

PRESS RELEASE

FOR IMMEDIATE RELEASE
10-18

Contacts:	Brandi Simpson	Gail Brophy
	NPS Pharmaceuticals, Inc.	NPS Pharmaceuticals, Inc.
	908-450-5616	908-450-5335

NPS Pharmaceuticals Announces Results of Tender Offer

          BEDMINSTER, NEW JERSEY — October 18, 2007 — NPS Pharmaceuticals, Inc. (NASDAQ: NPSP) announced today the expiration and final results of its cash tender offer for any and all of its outstanding 3.0% Convertible Notes due 2008. The tender offer expired at midnight, New York City time, on October 17, 2007.

          As of the expiration date of the tender offer, $171.2 million principal amount of the notes, representing approximately 99.7% of the notes outstanding, had been validly tendered pursuant to the tender offer, all of which NPS Pharmaceuticals accepted for payment. Each holder who tendered notes on or before the expiration date will receive $987.50 in cash for each $1,000 of principal amount of notes tendered, plus accrued and unpaid interest up to, but not including, the date the notes are paid pursuant to the offer. After payment for the tendered  notes, and earlier open market repurchases, there will be $598,000 principal amount of the notes remaining outstanding. Jefferies & Company, Inc. acted as Dealer Manager in connection with the tender offer.

          As a result of the repurchase of the convertible notes, NPS Pharmaceuticals expects to record a charge in the fourth quarter of 2007 of approximately $778,000 related to the write-off of deferred financing costs. Offsetting this charge will be a gain on early extinguishment of debt of approximately $1.3 million, net of the tender offer costs.

          NPS Pharmaceuticals is a biopharmaceutical company focused on the development and commercialization of small molecules and recombinant proteins as drugs, primarily for the treatment of metabolic, bone and mineral, and central nervous system disorders. The company has drug candidates in various stages of clinical development. Additional information is available on the company’s website, http://www.npsp.com.

* * *

          This press release contains forward-looking statements intended to qualify for the “safe harbor” from liability established by the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, but are not limited to, statements relating to strategies, expectations, intentions, plans, future events, performance, underlying assumptions, and other statements that do not relate strictly to historical or current facts. Although NPS Pharmaceuticals’ management believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to have been correct. These statements can be affected by inaccurate assumptions and by a variety of risks and uncertainties, including, among others, general economic conditions, the success of the tender offer for the 3.0% Convertible Notes due 2008 and the amount of any such notes actually tendered for repurchase or actually repurchased by the company, the company’s reported results meeting the company’s guidance and the expectations of the market, and other risks, including risks related to NPS Pharmaceuticals’ operations and financial condition, detailed in NPS Pharmaceuticals’ Annual Report on Form 10-K for the year ended December 31, 2006, NPS Pharmaceuticals’ Quarterly Reports on Form 10-Q for the quarters ended March 31, 2007 and June 30, 2007 and any other reports of the company filed with the Securities and Exchange Commission. Should one or more of these risks materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those expressed or implied in any forward-looking statements. You are cautioned not to place undue reliance on these forward-looking statements, which are current only as of this date. NPS Pharmaceuticals does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. For a discussion of these risks, uncertainties and assumptions, investors are urged to refer to NPS Pharmaceuticals’ reports filed with the Securities and Exchange Commission.