8-K

UNITED STATESSECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM 8-K

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

August 10, 2011

Date of Report (Date of earliest event reported)

NPS PHARMACEUTICALS, INC.

(Exact name of registrant as specified in its charter)

Delaware	0-23272	87-0439579
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

550 Hills Drive, 3^rd Floor

Bedminster, NJ 07921

(Address of principal executive offices)

	(908) 450-5300
(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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

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

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

⃞ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Contract.

On August 10, 2011, NPS Pharmaceuticals, Inc. (the “Company”) entered into the Fourth Amendment (the “Amendment”) to the Development and License Agreement effective as of December 27, 1995, as amended by the First Amendment to Development and License Agreement, and the Second Amendment to Development and License Agreement, each effective as of November 19, 2004, and the Third Amendment to Development and License Agreement, effective as of March 4, 2008 (collectively, the “License Agreement”) between Amgen Inc. (“Amgen”) and the Company.  Cinacalcet Royalty Sub LLC, the Company’s wholly-owned subsidiary (“Royalty Sub”) and owner of the Sensipar®/Mimpara® (cinacalcet HCI) royalty rights, consented to the Amendment.  The Amendment provides for, among other things, Amgen’s advance of $145 million of future royalty payments.  After the repayment of the royalty advance and a 9% annual discount factor on the unearned advance, Amgen will resume paying royalties in the normal course.  The Amendment becomes effective upon the redemption of the Notes (defined below) as described below and the payment by Amgen of the advance will be made at that time.

The foregoing summary of the material provisions of the Amendment is qualified by reference to the full text of the Amendment filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 8.01 Other Events.

On August 15, 2011, the Company and Royalty Sub delivered to U.S. Bank National Association, as trustee (the “Trustee”) under the Indenture dated as of December 22, 2004, as amended and supplemented on February 5, 2005, October 20, 2006, July 9, 2007, August 1, 2007 and August 7, 2007 (the “Indenture”) between Royalty Sub and the Trustee, notice to redeem on September 30, 2011 all of the outstanding Secured 15.5% Class B Notes due 2017 (the “Notes”) issued by Royalty Sub.  The aggregate redemption price of the Notes is 100% of the outstanding aggregate principal amount of the Notes, which is approximately $150 million, plus accrued and unpaid interest thereon through September 30, 2011, which interest is approximately $5.8 million.  The Company will fund the redemption with the current royalty payment for the calendar quarter ending June 30, 2011 of approximately $22.6 million and the balance from existing Company resources.  None of the Notes will remain outstanding and the Indenture will cease to be of further effect.

 On August 15, 2011, the Company issued a press release announcing the amendment to the License Agreement and the redemption of the Notes, which is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

 Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

10.1*	Fourth Amendment dated as of August 10, 2011 to the Development and License Agreement as amended between the Company and Amgen.
99.1	Press Release issued by the Company on August 15, 2011.
*	Confidential information was omitted from this exhibit pursuant to a request for confidential treatment and filed separately with the Securities and Exchange Commission.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date:	August 15, 2011	NPS PHARMACEUTICALS, INC.
		By:	/s/ Edward Stratemeier
			Name: Edward Stratemeier
			Title:  Senior Vice President, General Counsel and Secretary

EXHIBIT INDEX

Exhibit No.	Description
10.1*	Fourth Amendment dated as of August 10, 2011 to the Development and License Agreement as amended between the Company and Amgen.
99.1	Press Release issued by the Company on August 15, 2011.
*	Confidential information was omitted from this exhibit pursuant to a request for confidential treatment and filed separately with the Securities and Exchange Commission.

EX-10.1

Exhibit 10.1

NOTE: CERTAIN CONFIDENTIAL INFORMATION HAS BEEN OMITTED FROM THIS DOCUMENT AND REPLACED BY "[*]". A COMPLETE COPY OF THIS DOCUMENT INCLUDING THE CONFIDENTIAL INFORMATION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

FOURTH AMENDMENT

TO

DEVELOPMENT AND LICENSE AGREEMENT

          THIS FOURTH AMENDMENT (the “Fourth Amendment”) to the DEVELOPMENT AND LICENSE AGREEMENT by and between NPS Pharmaceuticals, Inc. (“NPS”) and Amgen Inc. (“Amgen”) is dated as of August 10, 2011.  NPS and Amgen are referred to in this Fourth Amendment individually as a “Party” and collectively as the “Parties”.  Additionally, Royalty Sub (as defined below) hereby acknowledges and agrees to the provisions contained in this Fourth Amendment.  Certain terms used herein but not otherwise defined herein shall have the respective meanings set forth in the Agreement (as defined below).

RECITALS

          WHEREAS, NPS and Amgen have previously entered into a Development and License Agreement effective as of December 27, 1995, as amended by that certain First Amendment to Development and License Agreement and that certain Second Amendment to Development and License Agreement, each effective as of November 19, 2004, and that certain Third Amendment to Development and License Agreement, effective as of March 4, 2008 (collectively, the “Agreement”);

          WHEREAS, NPS sold, among other things, all of its rights, title, and interests in, to and under the Agreement to receive payments from Amgen, to receive statements under Section 7.6(A) of the Agreement from Amgen and to appoint, and receive reports from, an independent certified public accountant under Section 7.6(C) of the Agreement, to Cinacalcet Royalty Sub LLC (“Royalty Sub”);

          WHEREAS, Amgen desires to pay a certain amount as an advance against future Royalty payments;

          WHEREAS, Royalty Sub, and indirectly NPS, desire to receive such advance payment against future Royalty payments; and

          WHEREAS, NPS and Amgen now desire to amend certain provisions of the Agreement as provided for herein, such amendments to take effect subject to, and upon, the redemption in full of the Class B Notes issued by Royalty Sub under that certain Indenture dated as December 22, 2004, as amended (the “Indenture”) and delivery by NPS to Amgen of confirmation thereof from the trustee under the Indenture (the “Redemption Date”).

          NOW THEREFORE, in consideration of the mutual covenants contained in this Fourth Amendment and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree as follows:

ARTICLE I  

AMENDMENT

Section 1.01  Section 7.6(A) of the Agreement is hereby amended by inserting the following at the end of the last sentence therein:

“Notwithstanding the first sentence of this Section 7.6(A) above, until the Advance Recovery Date, Amgen shall not be obligated to pay any Royalties to either NPS or Royalty Sub and instead shall withhold such Royalties and credit them first (i) against the Discount Amount and then (ii) against the Unrecaptured Advance.  From and after the Advance Recovery Date, the payment of Royalties in accordance with Section 7.6 shall resume, including the payment of any Royalties that are in excess of the amount needed to satisfy clauses (i) and (ii) above.  Except as expressly set forth in the following sentence, the Unrecaptured Advance and Discount Amount shall be satisfied solely by the withholding of Royalties and neither NPS nor Royalty Sub shall have any obligation to make any payment in respect thereof.  If an Event of Default occurs, then Amgen shall have the option to have NPS repay all or a portion of any remaining Unrecaptured Advance (such repayment to be made within [*] days after Amgen’s delivery of its request for repayment), provided, however, that [*].”

“The Discount shall accrue on the Unrecaptured Advance from the Advance Date and shall be computed for each Discount Period on a calendar quarter basis.”   

“For purposes of this Section 7.6(A), the following terms have the meanings set forth below:

“Advance Date” means the date that the Royalty Advance is paid to Royalty Sub, via release of such amount from that certain escrow account established by the Parties concurrently with the execution of the Fourth Amendment to the Agreement.  The Parties shall provide joint written confirmation to each other of the occurrence of the Advance Date.

“Advance Recovery Date” means the Payment Date on which an amount equal to the Unrecaptured Advance plus the then due Discount Amount shall have been withheld by Amgen from the Royalties.

“Discount” means 9% per annum on the Unrecaptured Advance compounded quarterly for each Discount Period.

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“Discount Amount” means, on any Payment Date, the amount of accrued and unpaid Discount.

“Discount Period” means the period beginning on (and including) the Advance Date and ending on (but excluding) the first Payment Date thereafter and each successive period beginning on (and including) a Payment Date and ending on (but excluding) the next succeeding Payment Date.

“Event of Default” means an event whereby Amgen’s and/or its sublicensees’ obligations to pay Royalties to NPS or Royalty Sub under the Agreement cease with respect to Net Sales in [*] pursuant to Section 14.2(c) (Default by NPS).

“Payment Date” means the date forty-five (45) days after the close of each calendar quarter during the term of the Agreement.

“Royalty Advance” means the payment by Amgen of $145,000,000 to Royalty Sub as an advance against future Royalties.

“Unrecaptured Advance” means the amount of the Royalty Advance that has not been recaptured by Amgen through the withholding of Royalties as of any Payment Date (it being understood that in no event shall the application of Royalties payable by Amgen towards the Discount hereunder reduce or otherwise be deemed as a recapture of the Unrecaptured Advance).”

ARTICLE II  

MISCELLANEOUS

Section 2.01  Ratification of Agreement; Fourth Amendment Part of Agreement.  Except as expressly amended hereby, the Agreement is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect.  This Fourth Amendment shall form a part of the Agreement for all purposes, and shall be read and construed together with the Agreement.

Section 2.02  Severability.  In the event that any provision of this Fourth Amendment or the application thereof to any Party hereto or to any circumstance or in any jurisdiction governing this Fourth Amendment shall, to any extent, be invalid or unenforceable under any applicable statute, regulation or rule of law, then such provision shall be deemed inoperative to the extent that it is invalid or unenforceable and the remainder of this Fourth Amendment, and the application of any such invalid or unenforceable provision to the Parties, jurisdictions or circumstances other than to whom or to which it is held invalid or unenforceable, shall not be affected thereby nor shall the same affect the validity or enforceability of this Fourth Amendment.

Section 2.03  Governing Law.  THIS FOURTH AMENDMENT SHALL IN ALL RESPECTS BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF CALIFORNIA, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE.

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Section 2.04  Counterparts.  This Fourth Amendment may be executed in one or more counterparts by the Parties hereto, and each such counterpart shall be considered an original and all such counterparts shall constitute one and the same instrument.

Section 2.05  Headings, Etc.  The headings of the Articles and Sections of this Fourth Amendment have been inserted for convenience of reference only, are not to be considered a part hereof and shall in no way modify or restrict any of the terms and provisions hereof.

Section 2.06  Amendment.  No amendment, modification or supplement of any provision of this Fourth Amendment shall be valid or effective unless made in writing and signed by a duly authorized officer of each Party.

Section 2.07  Authority.   Each Party represents and warrants to the other Party that it has all rights and authority to enter into this Fourth Amendment, and that the terms hereof are not inconsistent with other contractual obligations (express or implied) which it may have.

Section 2.08  Expenses; Survival.  Except as otherwise agreed by the Parties, each Party will bear its own costs, expenses and fees incurred in connection with the transactions contemplated by this Fourth Amendment, provided that, NPS shall indemnify, defend and hold harmless Amgen from any and all losses, damages, liabilities or expenses (including attorney fees and expenses of litigation) resulting from any third party claims brought in connection with the Indenture or that certain Escrow Agreement entered into by the Parties concurrently herewith, except such claims which arise from Amgen’s willful misconduct or negligence.  Notwithstanding Section 2.09 below, this Section 2.08 will be effective on execution of this Fourth Amendment and will survive any expiration hereof.

Section 2.09  Effectiveness.  The Agreement is hereby amended, subject to, and effective upon (i) occurrence of the Redemption Date, and (ii) there being no order, judgment, decree or writ from an authorized judicial or administrative body that is in effect and restrains, enjoins or otherwise prohibits consummation of the optional redemption of the Notes under the Indenture, with each of the foregoing being conditions subsequent to this Fourth Amendment.  For the avoidance of doubt, in the event that the Redemption Date has not occurred by [*], 2011, this Fourth Amendment shall automatically expire and be of no further force or effect.

[Signature Page Follows]

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IN WITNESS WHEREOF, the Parties hereto have caused this Fourth Amendment to be duly executed, all as of the date first written above.

NPS PHARMACEUTICALS, INC.
By:	/s/ Francois Nader
	Name:	Francois Nader
	Title:	President & Chief Executive Officer
AMGEN INC.
By:	/s/ Robert A. Bradway
	Name:	Robert A. Bradway
	Title:	President & Chief Operating Officer
Acknowledged and agreed to by:
CINACALCET ROYALTY SUB LLC
By:	/s/ Edward Stratemeier
	Name:	Edward Stratemeier
	Title:	Manager

[Signature Page to Fourth Amendment]

EX-99.1

Exhibit 99.1

NPS Pharmaceuticals Announces Amended Amgen Agreement and Plan to Retire Sensipar-Backed Series B Notes

-- Amgen to advance NPS $145 million from Sensipar royalties --

BEDMINSTER, N.J.--(BUSINESS WIRE)--August 15, 2011--NPS Pharmaceuticals, Inc. (NASDAQ: NPSP), a specialty pharmaceutical company developing orphan therapeutics for rare gastrointestinal and endocrine disorders, today announced that the company intends to retire the 15.5% Secured Class B Notes when they become redeemable at par value on September 30, 2011. The company also announced that it has entered into an agreement with Amgen that becomes effective after the retirement of the Class B Notes. Under the Amgen agreement, Amgen will advance $145 million of Sensipar®/Mimpara® (cinacalcet HCl) royalties to NPS. After the repayment of the royalty advance and a 9 percent per annum discount factor on the balance of the advance, Amgen will resume paying royalties to NPS. The repayment of the royalty advance and discount shall be satisfied solely by Amgen’s withholding of royalties and except in the event of default, NPS will have no obligation to repay any unsettled amount.

“We’re pleased to extend our longstanding relationship with Amgen in a way that benefits both companies,” said Luke Beshar, senior vice president and chief financial officer of NPS Pharmaceuticals. “We expect this transaction to save NPS approximately $13 million in interest expense over the next two years. This is another example of generating capital in a way that is in the best interest of our shareholders as we prepare to commercialize our two late-stage product candidates, GATTEX and NPSP558.”

The Class B Notes originated in August 2007 through a private placement. The Class B Notes are non-recourse to NPS and solely secured and serviced by the company’s revenues related to Sensipar and Mimpara. NPS will retire the Class B Notes utilizing existing NPS resources.

About NPS Pharmaceuticals

NPS Pharmaceuticals is an outsourcing-based development company focused on bringing biopharmaceuticals to patients with rare disorders and few, if any, therapeutic options. The company is advancing two Phase 3 registration programs, GATTEX® (teduglutide) in short bowel syndrome (SBS) and NPSP558 (parathyroid hormone 1-84 [rDNA origin] injection) in hypoparathyroidism. NPS complements its proprietary programs with a royalty-based portfolio of products and product candidates that includes agreements with Amgen, Kyowa Hakko Kirin, Nycomed, and Ortho-McNeil Pharmaceutical.

“NPS”, “NPS Pharmaceuticals”, and “GATTEX” are the company’s registered trademarks. All other trademarks, trade names or service marks appearing in this press release are the property of their respective owners.

Statements made in this press release, which are not historical in nature, constitute forward-looking statements for purposes of the safe harbor provided by the Private Securities Litigation Reform Act of 1995. These statements are based on the company's current expectations and beliefs and are subject to a number of factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. Risks associated to the company’s business include, but are not limited to, the risks associated with any failure by the company to successfully complete its preclinical and clinical studies within the projected time frames or not at all, the risk of not gaining marketing approvals for GATTEX and NPSP558, the risks associated with the company’s strategy, as well as other risk factors described in the company’s periodic filings with the U.S. Securities and Exchange Commission, including its Annual Report on Form 10-K and Form 10-Qs. All information in this press release is as of the date of this release and NPS undertakes no duty to update this information.

CONTACT:
NPS Pharmaceuticals, Inc.
Susan M. Mesco, 908-450-5516
smesco@npsp.com