UNITED STATES ~~SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549~~

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

~~Pursuant~~PURSUANT toTO ~~Section~~SECTION 13 orOR 15(d) ofOF ~~the Securities Exchange Act of 1934~~ THE

~~Date~~SECURITIES ofEXCHANGE ~~Report~~ACT ~~(Date~~OF ~~of Earliest Event Reported): January 26, 2007~~ 1934

~~METAMORPHIX,~~Date of ~~INC.~~Report (~~Exact name~~ Date of ~~registrant~~earliest asevent ~~specified~~reported): August 31, in2009 ~~its~~(August ~~charter~~21, 2009)

Delaware	000-51294	52-1923417
METAMORPHIX, INC.
(State or other jurisdiction ofincorporation)	(Commission File Number)	(IRS Employer Identification No.)
(Exact name of Registrant as Specified in its Charter)
	Delaware	000-51294	52-1923417
	(State or Other Jurisdiction	(Commission	(IRS Employer
	of Incorporation)	File Number)	Identification No.)

~~8000~~ 4061 ~~Virginia~~Powder ~~Manor~~Mill Road, Suite ~~140~~320, Beltsville, Maryland, 20705 ~~(Address of principal executive offices)~~

~~Registrant’s~~(Address ~~telephone~~of ~~number,~~Principal ~~including~~Executive ~~area code: (301~~Offices) ~~617-9080~~

~~N/A~~Registrant's ~~(Former~~telephone ~~name or former address~~number, ifincluding ~~changed~~area ~~since last report~~code (301) 617-9080

N/A

(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 ~~communication~~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))

Section 1 – Registrant’s Business and Operations

Item 1.01 – Entry into a Material Definitive Agreement.

On ~~January~~August 2621, ~~2007~~2009, MetaMorphix, Inc. ~~(“MetaMorphix”)~~reached ~~and~~a ~~Hubbard~~confidential ~~S.A.S.~~resolution ~~(“Hubbard”)~~of ~~entered~~the ~~into~~previously adisclosed ~~Joint~~suit ~~Research~~that ~~and~~David ~~Marker~~Weiss ~~Development~~et ~~Agreement~~al (~~“Agreement”~~plaintiffs) tofiled ~~jointly~~against ~~develop~~MetaMorphix aand ~~set~~Edwin ~~of genomic~~Quattlebaum ~~markers~~(defendants) ~~for~~in ~~broiler~~the ~~chicken~~United ~~breeding.~~States ~~Hubbard~~District isCourt afor ~~company~~the ofCentral ~~Group~~District ~~Grimaud~~of ~~La Corbière~~California, ~~and~~Western ~~has~~Division 85on ~~years~~July of17, ~~experience~~2008. The incase ~~selecting~~was ~~genetics~~brought ~~for~~by ~~the~~a ~~broiler~~small ~~industry.~~group ~~MetaMorphix~~of ~~and~~investors ~~Hubbard~~who ~~will~~purchased ~~use~~10% Secured ~~MetaMorphix’s GENIUS~~Convertible –Promissory ~~Whole~~Notes ~~Genome~~and ~~System™~~Warrants to ~~develop~~Purchase ~~predictive~~Common ~~genetic~~Stock ~~markers for desired broiler performance traits. The terms~~ of ~~the Agreement entitle~~ MetaMorphix pursuant to ~~receive~~ a ~~royalty~~Private onPlacement ~~revenues~~Memorandum ~~generated~~and ~~from~~an ~~new~~amended ~~breeds~~and ~~based~~Restated onPrivate ~~use~~Placement ofMemorandum ~~the~~issued ~~GENIUS~~by –the ~~Whole Genome System™~~Company.

~~Section~~The 8parties –stipulated ~~Other~~to ~~Events~~the dismissal (dated August 26, 2009) with prejudice of all of the plaintiffs’ claims, meaning they cannot be re-filed, except for claims against MetaMorphix under the terms of a single, separate unsecured promissory note entered into by Mr. Weiss and MetaMorphix, which will be dismissed without prejudice and could be re-filed in the future, if appropriate. MetaMorphix did not contribute any Company funds to the resolution of the litigation and continues to deny any and all liability or wrongdoing in connection with the suit.

~~Item 8.01 – Other Events.~~ Signatures

OnPursuant ~~January~~to 26the requirements of the Securities Exchange Act of 1934, ~~2007~~as amended, ~~MetaMorphix~~the ~~and~~Registrant ~~Hubbard~~has ~~issued~~duly acaused ~~joint~~this ~~press~~report ~~release,~~to abe ~~copy~~signed ofon ~~which~~its isbehalf ~~attached~~by asthe ~~Exhibit~~undersigned 99hereunto duly authorized.1.

Section 9 – Financial Statements and Exhibits

	METAMORPHIX, INC.
Date: August 31, 2009	By:	/s/ Edwin C. Quattlebaum
		Edwin C. Quattlebaum,
		President and Chief Executive Officer

Item 9.01(d) – Exhibits

Exhibit No.	Exhibit Description
99.1	Press Release, dated January 26, 2007.

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.

METAMORPHIX, INC. (Registrant) By: /s/ Edwin C. Quattlebaum Edwin C. Quattlebaum, President and Chief Executive officer

Date: January 31, 2007

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