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

VANDA PHARMACEUTICALS INC.

(Exact name of Registrant as specified in its charter)

(State or other jurisdiction of incorporation)

000-51863		03-0491827
(Commission File No.)		(IRS Employer Identification No.)

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (240) 599-4500

(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.

     In a press release issued on December 1, 2009, Vanda Pharmaceuticals Inc. (the “Company”) announced that the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 for the Company’s previously announced amended and restated license agreement (the “Agreement”) with Novartis Pharma AG has expired and that the Agreement has become effective. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
99.1		Press release of Vanda Pharmaceuticals Inc. dated December 1, 2009.

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.

Dated: December 1, 2009

Exhibit 99.1

Vanda Pharmaceuticals Announces Expiration of Hart-Scott-Rodino Waiting
Period for Exclusive License of Fanapt™

ROCKVILLE, MD — December 1, 2009 — Vanda Pharmaceuticals Inc. (Nasdaq: VNDA) announced today that the waiting period has expired under the Hart-Scott-Rodino (HSR) Antitrust Improvements Act of 1976 with respect to Vanda’s agreement, dated October 12, 2009, with Novartis Pharma AG, and that the agreement is now effective. Expiration of the waiting period, and the resulting effectiveness of the agreement, triggers an upfront payment to Vanda of $200 million.

Pursuant to the agreement, Novartis will have exclusive commercialization rights to Fanapt™ in the U.S. and Canada. Novartis will be responsible for the further clinical development activities in these territories, including the development and commercialization of a long-acting injectable (or depot) formulation of Fanapt™. Vanda will retain rights to commercialize Fanapt™ oral and depot formulations outside the U.S. and Canada, but Novartis has the option to enter into discussions with Vanda to co-commercialize Fanapt™ or receive sales royalties outside the U.S. and Canada.

About Vanda

Vanda Pharmaceuticals Inc. is a biopharmaceutical company focused on the development and commercialization of clinical-stage products for central nervous system disorders. For more on Vanda, please visit http://www.vandapharma.com.

CONTACT:

Investors
Stephanie R. Irish
+1-240-599-4500
stephanie.irish@vandapharma.com or

Media
Cristina Murphy
+1-240-599-4500
cristina.murphy@vandapharma.com

both of Vanda Pharmaceuticals Inc.