8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

August 7, 2007

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)

383 Colorow Drive

Salt Lake City, Utah 84108

(Address of principal executive offices)

(801) 583-4939

(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 Agreement

Convertible Notes

On August 7, 2007, NPS Pharmaceuticals, Inc. (the “Company”) issued $50 million aggregate principal amount of 5.75% Convertible Notes (the “5.75% Notes”) due August 7, 2014. The 5.75% Notes were issued in a private placement to certain funds managed by Visium Asset Management, LLC and Balyasny Asset Management LP in reliance on Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506 promulgated under the Securities Act. The Company received net proceeds from the issuance of the 5.75% Notes of approximately $49.4 million, after deducting costs associated with the offering.

The 5.75% Notes were sold pursuant to a Securities Purchase Agreement, dated as of August 7, 2007, by and between the Company and the investors. The Securities Purchase Agreement contains representations and warranties, covenants and conditions customary for a transaction of this nature. Interest on the 5.75% Notes will be payable quarterly in arrears on the first day of the succeeding calendar quarter commencing January 1, 2008. The holders of the 5.75% Notes may convert the notes into the Company’s common stock at any time on or before August 7, 2014 at a conversion rate equal to approximately $5.44 per share, subject to adjustment in certain customary events. On or after August 2, 2012, the Company may redeem any or all of the 5.75% Notes at a redemption price of 100% of their principal amount, plus accrued and unpaid interest to the day preceding the redemption date. The 5.75% Notes will be unsecured debt obligations of the Company and will rank equally in right of payment with all existing and future unsecured indebtedness of the Company. The 5.75% Notes provide for customary events of default, including payment defaults, breaches of covenants and certain events of bankruptcy, insolvency and reorganization. If any event of default occurs and is continuing, the principal amount of the 5.75% Notes, plus accrued and unpaid interest, if any, may be declared immediately due and payable.

In connection with the issuance and sale of the 5.75% Notes, the Company also entered into a Registration Rights Agreement (the “Registration Rights Agreement”), dated August 7, 2007, between the Company and Visium. Pursuant to the Registration Rights Agreement, the Company has agreed to file a shelf registration statement with the Securities and Exchange Commission (the “SEC”) covering resales of the common stock issuable upon conversion of the 5.75% Notes. Under the Registration Rights Agreement, the Company has agreed to (i) file a registration statement with the SEC as soon as practicable, but no later than 45 days of the closing, (ii) use its reasonable best efforts to have the registration statement declared effective by the SEC as soon as practicable, but in no event later than 120 days after closing, and (iii) keep the registration statement effective until the earlier of (a) the date as of which holders may sell all of the securities covered by the registration statement without restriction pursuant to Rule 144(k) promulgated under the 1933 Act or (b) the date on which holders shall have sold all of the securities covered by the registration statement. If the Company fails to comply with these covenants, it will be required to pay certain liquidated damages to holders of the securities until it is again in compliance with these covenants.

The foregoing is a summary of the material terms of the Securities Purchase Agreement, 5.75% Notes and Registration Rights Agreement. This summary does not purport to be complete, and is qualified by reference to each of the foregoing agreements, which will be filed as exhibits to the periodic reports we file with the SEC.

Secured Class B Notes

On August 7, 2007, the Company’s wholly owned subsidiary, Cinacalcet Royalty Sub LLC (“Royalty Sub”), issued $100 million of its Cinacalcet PhaRMA^SM Secured 15.5% Class B Notes due 2017 (the “Class B Notes”). The Class B Notes are non-recourse to NPS and are secured by certain royalty rights (the “Royalty Rights”) owned by Royalty Sub which arise under the Development and License Agreement (the “License Agreement”) dated March 18, 1996 between the Company and Amgen Inc. (“Amgen”) for certain compounds that interact with calcium receptors on parathyroid cells, including the Company’s patented compound cinacalcet HCl. The Class B Notes were offered to qualified institutional buyers in reliance on Section 4(2) of the Securities Act and outside the United States in reliance on Regulation S promulgated under the Securities Act. The Company received net proceeds from the issuance of the Class B Notes of approximately $97.0 million, after deducting costs associated with the offering.

The Class B Notes were issued pursuant to a Fifth Supplemental Indenture (the “Supplemental Indenture”), dated as of August 7, 2007, by and between Royalty Sub as Issuer and U.S. Bank National Association (“U.S. Bank”) as Trustee, supplemental to the Indenture, dated as of December 22, 2004 (the “Original Indenture”), as amended and supplemented, between Royalty Sub and U.S. Bank. The Class B Notes bear annual interest of 15.5%, which will accrue from the date of issue, and will be payable quarterly in arrears commencing September 30, 2007. The payment of cash interest and principal on the Class B Notes is subject to the prior payment in full of the Cinacalcet PhaRMA^SM Secured 8.0% Class A Notes (the “Class A Notes”) under the Original Indenture. Prior to repayment in full of the Class A Notes, interest on the Class B Notes will be paid in kind through the issuance of notes (the “PIK Notes”) which will be part of the same class and have the same terms and rights as the Class B Notes, except that interest on the PIK Notes will begin to accrue from the date that such PIK Notes are issued. The royalties and other payments Royalty Sub receives from Amgen pursuant to the Royalty Rights are the sole source of payment of principal and interest on the Class B Notes. The Class B Notes are secured by a pledge by Royalty Sub of the Royalty Rights and substantially all of its other assets.

The final maturity date for the Class B Notes will be March 30, 2017. The Class B Notes may be redeemed at the option of Royalty Sub only on a Payment Date specified by Royalty Sub as provided below, (i) in whole but not in part, out of proceeds of any refinancing notes not used to redeem Class A Notes or another class of notes issued under the Indenture or (ii) in whole or in part, out of amounts available in the redemption account established for such purpose, if any, including capital contributions for such purpose or the proceeds of any Class C Notes, in each case, upon payment of the redemption price of the Class B Notes to be redeemed (the “Redemption Price”), together with accrued and unpaid interest through the date of redemption date.

The Redemption Price will be calculated as follows. Any proceeds from one or more dispositions of assets of NPS that are not related to the Royalty Rights, the related licensed technology or the equity interests in Royalty Sub and that are deposited from time to time by NPS as a capital contribution for transfer into the redemption account established for such purpose may be used to redeem the Class B Notes at a Redemption Price of 103% of the outstanding principal balance of the Class B Notes being redeemed; provided, that such Redemption Price shall only apply to the first $25,000,000 of the Class B Notes so redeemed and shall only apply to redemptions prior to September 30, 2011 (each, an “Asset Disposition Redemption”). If a redemption of the Class B Notes occurs on a payment date prior to September 30, 2009, to the extent that such redemption is not an Asset Disposition Redemption, the Redemption Price will be equal to the greater of (x) the outstanding principal balance of the Class B Notes being redeemed and (y) the present value, discounted at the rate on U.S. Treasury obligations with a comparable yield to maturity to the remaining weighted average life of the Class B Notes plus 1.00%, of the principal payment amounts and interest at the rate applicable to the Class B Notes on the outstanding principal balance of the Class B Notes. If a redemption of the Class B Notes occurs on a payment date on or after September 30, 2009, to the extent that such redemption is not an Asset Disposition Redemption, the Redemption Price will be equal to the percentage of the outstanding principal balance of the Class B Notes being redeemed specified below for the period in which the redemption occurs:

Payment Dates Between Indicated Dates	Redemption Percentage
From September 30, 2009 to and including June 30, 2010	107.750	%
From September 30, 2010 to and including June 30, 2011	103.875	%
From September 30, 2011 and thereafter	100.000	%

The Supplemental Indenture includes other customary provisions, including representations and warranties of Royalty Sub, affirmative and negative covenants of Royalty Sub, events of default and remedies, and provisions regarding the duties of the Trustee, indemnification of the Trustee, and other matters typically addressed in similar indentures.

The foregoing is a summary of the material terms of the Indenture. This summary does not purport to be complete, and is qualified by reference to the entire Supplemental Indenture, which will be filed as an exhibit to the periodic reports we file with the SEC.

Item 2.02. Results of Operations and Financial Condition.

The following information is furnished pursuant to Item 2.02, “Results of Operations and Financial Condition.” On August 7, 2007, we issued a press release announcing our operating results for the second quarter of 2007. The text of the press release is furnished as Exhibit 99.1 to this Form 8-K.

The information in Item 2.02 of this Form 8-K and the Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 2.03 Creation of Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The disclosure required by this item is included in Item 1.01 under the caption “Convertible Notes” and is incorporated herein by reference.

Item 3.02 Unregistered Sale of Equity Securities

The disclosure required by this item is included in Item 1.01 under the caption “Convertible Notes” and is incorporated herein by reference.

Item 8.01 Other Events.

On August 7, 2007, NPS Pharmaceuticals issued the press releases attached to this report as Exhibit 99.1, Exhibit 99.2 and Exhibit 99.3, the contents of which are incorporated herein by this reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Earnings Press Release dated August 7, 2007
99.2	Press Release dated August 7, 2007 announcing $100 Million Series B Note Offering
99.3	Press Release dated August 7, 2007 announcing $50 Million Convertible Note Sale

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 7, 2007	NPS PHARMACEUTICALS, INC.
	By:	/s/ VAL R. ANTCZAK
		Val R. Antczak General Counsel and Corporate Secretary

EXHIBIT INDEX

Exhibit Number	Description
99.1	Earnings Press Release dated August 7, 2007
99.2	Press Release dated August 7, 2007 announcing $100 Million Series B Note Offering
99.3	Press Release dated August 7, 2007 announcing $50 Million Convertible Note Sale

EX-99.1

Exhibit 99.1

Contact:	Gail Brophy	Jason Rubin
	NPS Pharmaceuticals, Inc.	The Redstone Group, LLC
	973-658-8504	610-941-2741

NPS Pharmaceuticals Raises $200 Million to Retire Debt,

Reports Second Quarter Financial Results and Revises Guidance

Parsippany, NJ – August 7, 2007 – NPS Pharmaceuticals, Inc. (Nasdaq: NPSP) today reported financial results for the quarter ended June 30, 2007 and reviewed recent accomplishments under the company’s new business plan.

“Our second quarter results and recent financing and clinical progress reflect the successful execution of our strategy to monetize non-core assets and drive our late-stage clinical programs. We are pleased to announce that we have raised nearly $200 million which will be used to retire our 2008 convertible debt and strengthen our balance sheet,” said Tony Coles, M.D., president and chief executive officer of NPS. “We remain on track to achieve several key milestones this year: the announcement of topline results of the teduglutide Phase 3 study in short bowel syndrome, the continuation of our development work with PREOS and teduglutide in specialty indications, and the consolidation of our operations in New Jersey which will cut our annual facilities costs by 90 percent and increase our operating flexibility.”

Business Highlights

Debt Reduction/Refinancing and Balance Sheet Strength:

NPS has entered into the following three transactions, the proceeds of which will be used to retire all of the Company’s 2008 convertible debt.

• NPS has issued $100 million in Series B Sensipar^® royalty-backed notes. The notes are non-recourse to NPS, bear an interest rate of 15.5% and will be repaid only after the Series A Sensipar royalty-backed notes are paid in full. The Series B notes mature March 2017. However, based on third-party forecasts of Sensipar sales, NPS expects the royalty payments will be sufficient to repay the Series B notes by December 2012 after which the Sensipar royalties will return to NPS.

• NPS has issued $50 million in convertible notes to funds managed by Visium Asset Management, LLC. These notes will be convertible into NPS common stock at a conversion price of $5.44 per shares (reflecting a premium of 30%,

relative to the five-day volume-weighted average price for NPS common stock of $xx between July 31 and August 6, 2007), mature in 2014 and bear interest at a rate of 5.75% per annum.

• NPS sold its royalty entitlement from European sales of Preotact by Nycomed for $75 million paid as $50 million up front with another $25 million payable in 2010 if certain sales milestones are achieved. This transaction was with Drug Royalty L.P.3.

Portfolio Progress:

• Teduglutide: NPS has completed treatment of patients in the six-month Phase 3 study of teduglutide in 84 patients with short bowel syndrome and expects to complete the analysis of and report topline results for the study in the fourth quarter of 2007. The original endpoint for the study was a twenty percent or greater reduction in total parenteral nutrition at weeks 20 to 24 of the study compared to baseline. During the finalization of the study’s statistical analysis plan the primary endpoint was expanded to incorporate several data points that were included as secondary endpoints in the protocol. The expanded endpoint is designed to account for degree of effect and duration of a patient’s response to teduglutide.

If results of the Phase 3 study are positive, NPS intends to submit a new drug application (NDA) in mid-2008 seeking approval to market teduglutide for the treatment of short bowel syndrome. Once the company has completed its analysis of data from the SBS study, it expects to pursue a pre-NDA meeting with the FDA to discuss its plan for submitting the NDA. The company anticipates submitting marketing applications in Europe and Canada shortly thereafter.

NPS is also conducting preclinical studies with teduglutide as a potential treatment for chemotherapy-induced gastrointestinal mucositis in cancer patients and necrotizing enterocolitis in preterm infants.

• PREOS^®: NPS has submitted to the FDA a request seeking orphan drug status for PREOS as a treatment for hypoparathyroidism and is making final plans to pursue clinical testing of PREOS in this indication.

• Preotact^®: NPS licensed to Nycomed the rights to market Preotact in additional territories and assume responsibility for supply chain management in all the Nycomed territories. Under the agreement, NPS will receive approximately $11 million from Nycomed as consideration for the acquisition of existing bulk drug inventory.

Site Consolidation:

• NPS repurchased from its lessor and then subsequently sold its facility in Salt Lake City, Utah. The company also sold its technical operations building in Mississauga, Canada and terminated the lease on its research facility in Toronto. By October, the company plans to move its New Jersey headquarters to a smaller facility in Bedminster, New Jersey. These actions will decrease facility costs by over 90 percent resulting in $7 million in annual savings.

Second Quarter 2007 Financial Results

NPS chief financial officer Gerard Michel stated: “With the $200 million in gross proceeds from the Sensipar B-bond transaction the private convertible debt offering and the upfront payment from Drug Royalty, we now have all the monies required to retire the 3% convertible debt without significant dilution of current shareholders. These transactions give us a much stronger balance sheet and the flexibility to invest in our late-stage assets. Due to our successful restructuring activities, we are reducing our previous 2007 operating cash burn guidance by $5 million to a new range of $80 to $90 million and reiterating our 2008 cash born guidance of $35 to $45 million. We are also increasing our previous 2007 year-end cash balance guidance by $15 million to a new range of $65 to $75 million after retiring the 3% convertible debt.”

Key results for the quarter include:

• Revenues of $13.1 million, up 58% from the second quarter of 2006

• Operating expenses of $22.3 million, down 48% from the second quarter of 2006

• Net loss of $14.8 million, or $0.32 per share, down 62% from the second quarter of 2006

NPS incurred a net loss for the second quarter of 2007 of $14.8 million, or $0.32 per share, a 62% reduction from its net loss in the second quarter of 2006 of $39.3 million, or $0.85 per share. For the six months ended June 30, 2007, the net loss was $36.0 million, or $0.77 per share, a 54% reduction from the same period of the prior year of $77.6 million, or $1.68 per share. The reduction in net loss reflects the 2006 and 2007 restructurings which called for aggressive expense reduction measures.

Revenues for the second quarter of 2007 grew 58% to $13.1 million from revenues of $8.3 million in the second quarter of 2006. Revenues for the six months ended June 30, 2007 grew 61% to $23.1 million from revenues of $14.4 million in the same period in the prior year. Increased revenues are primarily the result of higher royalty revenue earned from Amgen on sales of cinacalcet HCl and increased product sales, royalty and milestone revenue earned from Nycomed on sales of Preotact^®.

Research and development expenses for the second quarter of 2007 declined 38% to $12.5 million compared to $20.2 million for the same period of 2006. Research and development expense for the six months ended June 30, 2007 declined 45% to $22.7 million compared to $41.4 million for the same period of 2006. These changes are primarily due to decreased clinical development activity for PREOS, reductions in cash and stock compensation, and lower pre-approval manufacturing expenses associated with PREOS, offset by higher pre-approval manufacturing expenses associated with teduglutide.

Selling, general and administrative expenses for the second quarter 2007 declined 67% to $5.4 million compared to $16.0 million for the same period in 2006. Selling, general and administrative expenses for the six months ended June 30, 2007 declined 66% to $11.9 million compared to $34.9 million for the same period of 2006. These decreases are primarily due to reduced pre-launch commercial support for PREOS as well as termination of NPS’s sales promotion of Kineret^®, a biologic therapy owned by Amgen, and Restasis^®, an ophthalmic product owned by Allergan, in 2006.

Restructuring charges for the second quarter of 2007 were $4.1 million compared to $6.0 million for the same period in the prior year. Restructuring charges for the six months ended June 30, 2007 were $11.2 million compared to $6.0 million for the same period in the prior year. Restructuring charges in 2007 relate primarily to initiatives to restructure operations announced in March 2007 while restructuring charges in 2006 related to initiatives to restructuring operations announced in June 2006.

As of June 30, 2007, the company had 46.3 million shares outstanding and $91.4 million in cash, cash equivalents and marketable investment securities as compared to $146.2 million at December 31, 2006. The company’s June 30 cash balance does not include net proceeds of approximately $216 million from the recent transaction with Drug Royalty, the sales of Series B and convertible notes and the sale of the Salt Lake City facility.

Due to planned decreases in future spending as a result of the March 2007 restructuring and its recent transaction with Nycomed, NPS now expects its 2007 operating cash burn to be no more than $80.0 to $90.0 million and that it will end 2007 with a cash balance of between $65.0 and $75.0 million. The company expects to further reduce operating cash burn in 2008 to $35.0 to $45.0 million.

NPS PHARMACEUTICALS, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Operations

(In thousands, except per share data)

(Unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,
	2007			2006			2007			2006
Revenues	$	13,115		$	8,282		$	23,106		$	14,365
Operating expenses
Cost of goods sold		1,100			366			2,052			366
Cost of royalties		1,088			704			2,135			1,158
Research and development		12,476			20,176			22,721			41,386
Selling, general and administrative		5,353			16,025			11,923			34,923
Restructuring charges		4,124			6,012			11,238			6,012
Gain on sale of assets held for sale		(1,826	)		—			(1,826	)		—
Total operating expenses		22,315			43,283			48,243			83,845
Operating loss		(9,200	)		(35,001	)		(25,137	)		(69,480	)
Other expense, net		(5,607	)		(4,274	)		(10,814	)		(8,124	)
Loss before income tax expense	$	(14,807	)	$	(39,275	)	$	(35,951	)	$	(77,604	)
Income tax expense		—			—			—			—
Net loss	$	(14,807	)	$	(39,275	)	$	(35,951	)	$	(77,604	)
Basic and diluted net loss per common and potential common share	$	(0.32	)	$	(0.85	)	$	(0.77	)	$	(1.68	)
Weighted average common and potential common shares outstanding—basic and diluted		46,719			46,313			46,672			46,275

NPS PHARMACEUTICALS, INC. AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

(In thousands)

(Unaudited)

	June 30, 2007			December 31, 2006
Cash, cash equivalents and marketable investment securities	$	91,446		$	146,152
Current restricted cash and cash equivalents		8,467			21,921
Account receivable		12,815			15,534
Other current assets		4,079			6,082
Plant and equipment, net of accumulated depreciation and amortization		18,549			19,849
Debt issuance costs		4,315			5,569
Other assets, net of accumulated amortization		10,271			9,633
Total assets	$	149,942		$	224,740
Liabilities and Stockholders’ Equity (Deficit)
Current liabilities	$	19,330		$	25,423
Current notes payable		204,023			19,044
Long-term notes payable and other liabilities		152,577			373,517
Total liabilities		375,930			417,984
Paid-in capital and common stock		680,598			677,520
Accumulated other comprehensive loss		(1,763	)		(1,892	)
Accumulated deficit		(904,823	)		(868,872	)
Net stockholders’ deficit		(225,988	)		(193,244	)
Total liabilities and stockholders’ deficit	$	149,942		$	224,740

About NPS Pharmaceuticals

NPS discovers and develops 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.

Conference Call Information

A conference call will be held today at 5:00 p.m. EDT. To participate in the call, dial (866) 202-4367 with passcode 89607320. International callers may dial (617) 213-8845 using the same passcode. In addition, live audio of the conference call will be simultaneously broadcast over the Internet and may be accessed on the company’s home page, http://www.npsp.com. A conference call replay will be available until August 14, 2007 at (888) 286-8010, or (617) 801-6888 for international callers, with passcode 20347471. The webcast will be available for replay and iPod^® download for the same period of time.

Cautionary Statement For The Purpose Of The “Safe Harbor” Provisions

Of The Private Securities Litigation Reform Act of 1995

Note: 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. Such statements include those regarding: implementation of our new business plan; meeting our 2007 and 2008 operating cash burn and 2007 year-end cash balance targets; partnering our clinical development programs; addressing our convertible debt; completion of ongoing clinical trials with teduglutide and the submission of regulatory filings for teduglutide; exploration of PREOS and teduglutide for additional indications; royalty revenue from Amgen and our ability to repay our Sensipar^® secured debt obligations; and our partners’ continued advancement of our partnered programs and drug candidates. These statements are based on management’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. Such risks and uncertainties include: we may not be successful in implementing or carrying out our new business plan or reducing our cash burn for future periods; we may not be able to secure a commercial or financial partner for our clinical development programs; even if we are able to secure a partner for one or more of our programs, the terms of the partnership or funding may not be favorable to us; our ongoing clinical trials for teduglutide may not be completed in a timely manner, which would delay the clinical advancement and regulatory approval of teduglutide; the data from our clinical trials with teduglutide may not be positive or ultimately support the filing of an NDA for teduglutide; our data and exploratory findings may not support advancing PREOS or teduglutide in other indications; our royalty revenue from Amgen may not be sufficient to repay our Sensipar^® secured debt obligations in accordance with our expectations or at all; we may never develop additional products that generate revenues; the FDA may delay approval or may not approve any of our product candidates; our current collaborators or partners may not devote adequate resources to the development and commercialization of our licensed drug candidates which would prevent or delay introduction of drug candidates to the market; and we may not have or be able to secure sufficient capital to fund our operations and the development and commercialization of our product candidates. All information in this press release is as of August 7, 2007, and we undertake no duty to update this information. A more complete description of these risks can be found in our filings with the Securities and Exchange Commission, including our Current Report on Form 10-Q for the quarter-ended June 30, 2007 and our Annual Report on Form 10-K for the year ended December 31, 2006.

Sensipar^® and Kineret^® are trademarks owned by Amgen. Restasis^® is a trademark owned by Allergan.

# # # # #

EX-99.2

Exhibit 99.2

Contact:	Gail Brophy	Jason Rubin
	NPS Pharmaceuticals, Inc.	The Redstone Group, LLC
	973-658-8504	610-941-2741

NPS Completes $100 Million Series B Note Offering Backed by Sensipar^® Royalties

Proceeds to Be Used to Retire 3% Notes Due 2008

Parsippany, NJ – August 7, 2007 – NPS Pharmaceuticals, Inc. (Nasdaq: NPSP) announced today that it has closed a private placement of $100 million of Series B notes secured by revenues paid to NPS from sales of Sensipar^®, a drug licensed to and sold by Amgen Inc. for the treatment of hyperparathyroidism. Net proceeds of approximately $96 million after transaction costs are expected to be used to retire a portion of NPS’s 3% convertible notes due in June 2008.

Similar to the current Series A Sensipar royalty-backed notes, the Series B notes are non-recourse to NPS. The new notes bear an interest rate of 15.5% and will be repaid only after the Series A Sensipar royalty-backed notes are paid in full. The Series B notes do not mature until March 2017 but are expected to be repaid by December 2012 after which the Sensipar royalties will return to NPS.

NPS chief financial officer Gerard Michel stated: “This transaction, in combination with the previously announced Drug Royalty and convertible debt transactions, allows us to pursue the retirement of all of our outstanding 3% convertible notes without significant dilution of existing shareholders. Additionally, as these notes are non-recourse debt, they represent low-risk obligations of NPS.”

The notes have not been and will not be registered under the Securities Act of 1933 and may not be offered or sold in the United States absent an applicable exemption from the registration requirements of the Act.

Cautionary Statement For The Purpose Of The “Safe Harbor” Provisions

Of The Private Securities Litigation Reform Act of 1995

Note: 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. Such statements include those regarding our subsidiary’s Series B Secured Notes. These statements are based on management’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. Such risks and uncertainties include: Our royalty revenue from Amgen may not be sufficient to repay our Sensipar® secured debt obligations in accordance with our expectations or at all. All information in this press release is as of August 7, 2007, and we undertake no duty to update this information. A more complete description of these risks can be found in our filings with the Securities and Exchange Commission, including our Current Report on Form 10-Q for the quarter-ended June 30, 2007 and our Annual Report on Form 10-K for the year ended December 31, 2006.

EX-99.3

Exhibit 99.3

Contact:	Gail Brophy	Jason Rubin
	NPS Pharmaceuticals, Inc.	The Redstone Group, LLC
	973-658-8504	610-941-2741

NPS Pharmaceuticals Announces $50 Million Convertible Note Sale

Proceeds to Be Used to Retire 3% Convertible Debt Notes Due June 2008

Parsippany, NJ – August 7, 2007 – NPS Pharmaceuticals, Inc. (Nasdaq: NPSP) announced today that it has issued $50 million of convertible notes due 2014 through a private placement offering to Visium Asset Management, LLC (“Visium”). These notes will be convertible into NPS common stock at a conversion price of $5.44 per share (reflecting a premium of 30%, relative to the five-day volume-weighted average price for NPS common stock between July 31 and August 6, 2007), and will bear interest at a rate of 5.75% per annum. NPS plans to use proceeds from the sale to retire a portion of its outstanding 3% convertible notes due June 2008.

NPS chief financial officer Gerard Michel stated: “NPS will use these funds and the $50 million in proceeds generated from our recently announced transaction with Drug Royalty to retire approximately half of the 3% convertible debt due June 2008.”

The notes and common stock issuable upon conversion of the notes have not been registered under the Securities Act of 1933, as amended, or applicable state securities laws, and unless so registered, may not be offered or sold in the United States, except pursuant to an applicable exemption from the registration requirements of the Securities Act of 1933, as amended, and applicable state securities laws. Pursuant to the notes, Visium is prohibited from converting any portion of the notes that would allow them to beneficially own in excess of 9.99% of the outstanding number of NPS common stock.

Cautionary Statement For The Purpose Of The "Safe Harbor" Provisions

Of The Private Securities Litigation Reform Act of 1995

Note: 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. Such statements include those regarding our 5.75% convertible notes. These statements are based on management'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. Such risks and uncertainties include: we may not have sufficient revenue from operations to repay our convertible notes in accordance with our expectations or at all; we may never develop additional products that generate revenues; and the FDA may delay approval or may not approve any of our product candidates. All information in this press release is as of August 7, 2007, and we undertake no duty to update this information. A more complete description of these risks can be found in our filings with the Securities and Exchange Commission, including our Current Report on Form 10-Q for the quarter-ended June 30, 2007 and our Annual Report on Form 10-K for the year ended December 31, 2006.