Washington, D.C. 20549







Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

July 5, 2012 (July 5, 2012)

Date of Report (date of earliest event reported)




(Exact name of Registrant as specified in its charter)




Delaware   000-51967   33-0960223

(State or other jurisdiction of

incorporation or organization)

  (Commission File Number)  

(I.R.S. Employer

Identification Number)

1003 W. Cutting Blvd., Suite #110

Point Richmond, California 94804

(Address of principal executive offices)

(510) 215-3500

(Registrant’s telephone number, including area code)

Not Applicable

(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 (see General Instruction A.2. below):


¨ 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 8.01 Other Events.

On July 5, 2012, the United States Patent and Trademark Office mailed a Notice of Allowance as indicated on the Patent Application Information Retrieval website for U.S. Patent Application Serial No. 11/439,874 filed by Transcept Pharmaceuticals, Inc. (“Transcept”). Pending issuance, this patent would provide patent protection for Intermezzo® (zolpidem tartrate) sublingual tablet C-IV and expire no earlier than 2026. If this patent is issued and listed in the U.S. Food and Drug Administration’s Approved Drug Products with Therapeutic Equivalence Evaluations, or Orange Book before a generic has been approved or launched in the United States, Transcept will be eligible for a $10.0 million milestone payment pursuant to its collaboration agreement with Purdue Pharmaceutical Products L.P.

The use of Intermezzo is currently covered by U.S. Patent No. 7,658,945, titled “Compositions for Delivering Hypnotic Agents Across the Oral Mucosa and Methods of Use Thereof,” and U.S. Patent No. 7,682,628, titled “Compositions for Delivering Hypnotic Agents Across the Oral Mucosa and Methods of Use Thereof,” each of which are scheduled to expire no earlier than February 2025. For more information on the risks associated with the Company’s efforts to secure and maintain intellectual property protection for Intermezzo, please see the Risk Factors section of the Company’s Form 10-Q filed with the Securities and Exchange Commission (the “SEC”) on May 15, 2012.

The information contained herein is intended to be considered in the context of more complete information included in the Company’s filings with the SEC and other public announcements that the Company has made and may make from time to time by press release or otherwise. The Company undertakes no duty or obligation to update or revise the information contained in this report, although it may do so from time to time as its management believes is appropriate. Any such updating may be made through the filing of other reports or documents with the SEC, through press releases or through other public disclosures.


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: July 5, 2012     By:   /s/ Thomas P. Soloway
      Name:   Thomas P. Soloway
      Title:   Executive Vice President, Chief Operating Officer