8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

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

Date of Report (Date of earliest event reported): June 8, 2006

HUMAN GENOME SCIENCES, INC.

(Exact name of registrant as specified in its charter)

Delaware	000-22962	22-3178468
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

14200 Shady Grove Road, Rockville, Maryland
(Address of principal executive offices) 20850-7464
(ZIP Code)

Registrant’s telephone number, including area code: (301) 309-8504

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

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

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

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

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

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

Item 8.01 Other Events.

On June 8, 2006 we completed the transactions contemplated in an asset purchase agreement with TriGenesys, Inc. which we entered into on December 12, 2005 and reported in a Current Report on Form 8-K filed on December 13, 2005. Pursuant to that agreement, we sold to TriGenesys all of the assets of our CoGenesys division. We received Series A Convertible Preferred Stock representing approximately 13% of TriGenesys on a fully diluted basis, in satisfaction of both the $10 million upfront payment for the CoGenesys assets and repayment of approximately $4.8 million of expenses our CoGenesys division incurred since January 1, 2006. TriGenesys assumed certain liabilities of our CoGenesys division, including the salary and benefits obligations of approximately 60 employees and the lease of our facility at 9410 Key West Avenue, Rockville, Maryland. We will provide TriGenesys with certain ongoing transition services.

Pursuant to a license agreement signed on June 8, 2006, we granted TriGenesys exclusive rights to develop and commercialize biological products based on certain human genes discovered by us, and a license to use our proprietary albumin-fusion technology to develop and commercialize certain albumin-fusion proteins for therapeutic use. We are entitled to a portion of the revenue TriGenesys receives from out-licensing or sales of certain biological products successfully developed and commercialized. We will retain the right of first refusal prior to out-licensing by TriGenesys of several specific products that may be developed under the license agreement. In addition, we retained the option of having TriGenesys continue to perform pre-IND development work for up to two of our products per year, with reimbursement for expenses on a cost-plus basis and with TriGenesys being entitled to milestone payments as any resulting products advance through development.

A press release discussing our TriGenesys transaction is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1 Press Release dated June 12, 2006

SIGNATURES

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

HUMAN GENOME SCIENCES, INC.
/s/ James H. Davis, Ph.D.
Name:	James H. Davis, Ph.D.
Title:	Executive Vice President, General Counsel and Secretary

Date: June 12, 2006

Exhibit Index

Exhibit	Description
99.1	Press Release dated June 12, 2006

EX-99.1

Exhibit 99.1

HUMAN GENOME SCIENCES, INC.
14200 Shady Grove Road, Rockville, Maryland 20850

FOR IMMEDIATE RELEASE
CONTACTS:
Jerry Parrott
Vice President, Corporate Communications
301/315-2777
Kate de Santis
Director, Investor Relations
301/251-6003

HUMAN GENOME SCIENCES COMPLETES TRANSACTION
ESTABLISHING COGENESYS AS AN INDEPENDENT COMPANY

ROCKVILLE, Maryland — June 12, 2006 — Human Genome Sciences, Inc. (Nasdaq: HGSI) today announced that it has completed the transaction establishing its CoGenesys division as an independent company that will focus on the early development of selected gene-based product opportunities and the monetization of certain HGS intellectual property and technology assets. In a separate press release today, CoGenesys announced the completion of a $55 million Series A financing.

“Through this transaction, HGS will realize value from certain intellectual property assets and early-stage product opportunities that we do not plan to develop internally,” said H. Thomas Watkins, President and Chief Executive Officer, Human Genome Sciences. “HGS will benefit in future years from its right to share in CoGenesys revenues and from its equity interest. HGS will maintain its focus on progress toward the commercialization of our lead products, Albuferon for hepatitis C and LymphoStat-B for lupus, both of which are expected to enter Phase 3 clinical trials before the end of 2006.”

About the CoGenesys Transaction

As a result of the CoGenesys transaction, HGS will retain a 13% equity interest in the new company. HGS has granted CoGenesys exclusive rights to develop and commercialize biological products based on certain human genes discovered by HGS, and has granted CoGenesys a license to use its proprietary albumin-fusion technology to develop and commercialize certain albumin-fusion proteins. HGS is entitled to a portion of the revenue that CoGenesys receives from outlicensing or sales of certain therapeutic and diagnostic products successfully developed and commercialized. HGS also retains the right of first refusal prior to outlicensing by CoGenesys of several specific products that may be developed. In addition, HGS has the option to have CoGenesys perform pre-IND development work for up to two products per year, with reimbursement for expenses on a cost-plus basis; CoGenesys will be entitled to development milestone payments on any resulting products.

About CoGenesys

CoGenesys was created as a division of HGS in the first quarter of 2005. As an independent company, CoGenesys has assumed salary and benefits obligations for its approximately 70 employees, as well as responsibility for its 48,000 square-foot facility, along with equipment leases. As previously announced, Craig A. Rosen, Ph.D., formerly President, Chief Scientific Officer and a Director of HGS, has joined CoGenesys as Executive Chairman and Chief Scientific Officer. Steven C. Mayer, formerly Executive Vice President and Chief Financial Officer of HGS, has joined CoGenesys as Chief Executive Officer.

About Human Genome Sciences

The mission of Human Genome Sciences is to discover, develop, manufacture and market innovative drugs that serve patients with unmet medical needs, with a primary focus on protein and antibody drugs.

For more information about Human Genome Sciences, please visit the Company’s web site at www.hgsi.com.

HGS and Human Genome Sciences are trademarks of Human Genome Sciences, Inc.

Safe Harbor Statement

This announcement contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The forward-looking statements are based on Human Genome Sciences’ current intent, belief and expectations. These statements are not guarantees of future performance and are subject to certain risks and uncertainties that are difficult to predict. Actual results may differ materially from these forward-looking statements because of the Company’s unproven business model, its dependence on new technologies, the uncertainty and timing of clinical trials, the Company’s ability to develop and commercialize products, its dependence on collaborators for services and revenue, its substantial indebtedness and lease obligations, its changing requirements and costs associated with planned facilities, intense competition, the uncertainty of patent and intellectual property protection, the Company’s dependence on key management and key suppliers, the uncertainty of regulation of products, the impact of future alliances or transactions and other risks described in the Company’s filings with the Securities and Exchange Commission. Existing and prospective investors are cautioned not to place undue reliance on these forward-looking statements, which speak only as of today’s date. Human Genome Sciences undertakes no obligation to update or revise the information contained in this announcement whether as a result of new information, future events or circumstances or otherwise.

###