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): ~~August 15~~June 2, ~~2005~~2006

XENOGEN CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	000-32239	77-0412269
(State or other jurisdictionof incorporation)	(Commission File Number)	(I.R.S. EmployerIdentification No.)
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

860 Atlantic Avenue, Alameda, California

94501

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (510) 291-6100

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 81.01. ~~Other~~Entry ~~Events~~into a Material Definitive Agreement.

OnChange ~~August 15, 2005, BioWorld® Today, a daily biotechnology newspaper, published an article about Xenogen Corporation (“Xenogen”, “we”, “us” or~~of ~~“our”).~~Control ~~The~~Severance ~~article~~Agreement ~~included quotes from our President. Some of the quotes include information that is not contained in our filings with the Securities and Exchange Commission.~~

~~The~~On ~~following~~June 2, ~~quote~~2006, ~~appears~~Xenogen inCorporation ~~the~~(“Xenogen”) ~~third~~entered ~~paragraph~~into a Change of ~~the~~Control ~~article:~~Severance ~~“This~~Agreement with ~~year~~Michael J. Sterns, weD.V.M., ~~saw~~our ~~that~~Chief weBusiness ~~had~~Officer and Vice President (the ~~potential~~“Agreement”). ~~to become~~The ~~profitable~~Agreement provides Dr. Sterns with salary and benefits continuation in ~~2006~~the event his employment terminates under certain circumstances.” WeThe ~~wanted~~Agreement toterminates, ~~clarify~~replaces ~~that~~and ~~statement~~supersedes toDr. Sterns’ ~~confirm~~participation ~~that~~in ~~our~~the ~~current~~Company’s ~~expectation~~Change isof ~~that~~Control weSeverance ~~could~~Policy. beXenogen ~~profitable~~intends onto file a ~~quarterly~~copy ~~basis~~of asthe ~~early~~Agreement as ~~the~~an ~~fourth~~exhibit ~~quarter~~to ofits ~~2006;~~Form ~~however,~~10-Q weto ~~also~~be ~~currently~~filed with ~~expect~~the anSecurities ~~annual~~and ~~net loss~~Exchange Commission for ~~fiscal~~the period ending June 30, 2006.

~~The~~If ~~above~~(a) Dr. Sterns’ ~~profitability~~employment ~~timetable~~with Xenogen ends as a ~~statement,~~result ~~and~~of ~~other~~an ~~similar~~involuntary ~~forward-looking~~termination ~~statements~~at inany time after the ~~article,~~closing ~~including~~date ~~statements~~of ~~relating~~a tochange ~~the~~of ~~impact~~control of the ~~financings~~Company onand ~~our~~prior ~~growth~~to ~~rate~~October 1, ~~and~~2006 ~~our~~or ~~growth~~(b) Dr. Sterns’ ~~rate~~employment ~~going~~with ~~forward,~~Xenogen ~~are~~terminates ~~based~~as ona ~~our~~result ~~current~~of ~~operating~~an ~~plan,~~automatic termination ~~expectations~~(October 1, ~~estimates~~ ~~and~~2006 ~~assumptions~~if the termination is without cause and ~~are~~a ~~subject~~change toof ~~many~~control ~~risks~~has closed prior to October 1, ~~uncertainties~~2006) and ~~unknown~~(c) Dr. Sterns ~~future~~signs ~~events~~a ~~that~~general ~~could~~release ~~cause~~in ~~actual~~favor ~~results~~of toXenogen ~~differ~~and ~~materially.~~does ~~Actual~~not ~~results~~breach ~~may~~certain ~~differ~~non-competition and ~~materially~~non-solicitation ~~from~~covenants ~~those~~ set forth in ~~such~~the ~~forward-looking~~Change ~~statements~~of ~~due to~~Control ~~the~~Severance ~~risks~~Agreement, ~~and~~then ~~uncertainties~~(x) Xenogen ~~inherent~~will incontinue ~~our~~to ~~business~~pay to Dr. Sterns ~~For~~an aamount ~~discussion~~equal to nine (9) months of his then current base salary in equal installments paid in the ~~risks~~same ~~and~~amounts ~~uncertainties~~as ~~that~~received ~~could~~prior ~~impact~~to ~~our~~the ~~financial~~termination, ~~results~~less applicable withholdings and ~~cause~~in accordance with our ~~results~~standard topayroll ~~differ~~practices, ~~materially~~for ~~from~~the ~~those~~period inbeginning on the ~~forward-looking~~date ~~statements,~~of ~~please~~termination ~~refer~~and toending on March 15 of the year following the ~~our~~year ~~filings~~of termination with the ~~Securities~~last ~~and~~payment ~~Exchange~~equal ~~Commission,~~to ~~particularly~~the ~~our~~remaining ~~Quarterly~~amount ~~Report~~of onseverance ~~Form~~payments ~~10-Q~~owed and (y) Xenogen will reimburse Dr. Sterns’ expenses for continuing his health care coverage and the ~~Quarter~~coverage ~~Ended~~of ~~June~~his ~~30,~~dependents ~~2005~~who ~~filed~~are covered ~~with~~at the ~~Securities~~time ~~and~~of ~~Exchange~~the ~~Commission~~termination onunder ~~August~~COBRA ~~15,~~for ~~2005.~~a Weperiod ~~are~~ending ~~under~~on nothe ~~obligation~~earlier toof ~~(and specifically~~the ~~disclaims~~date ~~any~~that ~~such~~is ~~obligation~~nine to(9) months ~~update~~after the date of termination or ~~alter~~the ~~our~~date ~~forward-looking~~on ~~statements~~which ~~whether~~Dr. Sterns asbecomes aeligible ~~result~~to ofbe ~~new~~covered ~~information,~~by ~~future~~the ~~events~~health orcare ~~otherwise~~plans of another employer.

The Agreement terminates on October 1, 2006; provided that Xenogen’s obligation to continue severance benefits with respect to an automatic termination or an involuntary termination occurring after the closing date of a change of control and prior to October 1, 2006 will continue in accordance with the terms of the Agreement.

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SIGNATURE

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.

	XENOGEN CORPORATION
Date: August 16, 2005	By:	/s/ WILLIAM A. ALBRIGHT, JR.
Date: June 8, 2006	By:	/s/ WILLIAM A. ALBRIGHT, JR.
		William A. Albright, Jr. Senior Vice President, Finance and Operations,and Chief Financial Officer
		William A. Albright, Jr.
		Senior Vice President, Finance and Operations, and Chief Financial Officer

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