UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) ~~of the~~

of the Securities Exchange Act of 1934

~~January 23,~~Date ~~2009~~of Report (~~January~~Date 20of earliest event reported): February 11, 2009)

Date of Report (Date of earliest event reported)

PANACOS PHARMACEUTICALS, INC.

(Exact ~~Name~~name of ~~Registrant~~registrant as ~~Specified~~specified in ~~Charter~~ its charter)

Delaware	0-24241	11-3238476
(State or other Jurisdiction of Incorporation)	(Commission File No.)	(IRS Employer Identification No.)
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

134 Coolidge Avenue

Watertown, Massachusetts 02472

(Address of principal executive offices~~, including~~ and zip code)

Registrant’s telephone number, including area code: (617) 926-1551

~~(Registrant’s~~Check ~~telephone~~the ~~number,~~appropriate ~~including~~box ~~area~~below ~~code)~~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):

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:

¨	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 1~~ITEM 5.0102 ~~Entry~~DEPARTURE ~~Into~~OF aDIRECTORS ~~Material~~OR ~~Definitive~~CERTAIN ~~Agreement~~OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

~~On January 20, 2009, Panacos Pharmaceuticals, Inc.~~ (~~“Panacos” or the “Company”~~a), ~~entered~~Not ~~into an asset purchase agreement (the “Asset Purchase Agreement”) with Myriad Pharmaceuticals, Inc~~applicable. ~~(“Myriad”)~~ ~~providing for, and consummated, the sale to Myriad of certain assets and rights owned by the Company related to bevirimat.~~

~~Among~~(b) ~~the~~On ~~assets~~February 11, ~~and~~2009, ~~rights~~Panacos ~~that~~Pharmaceuticals, ~~Myriad~~Inc. ~~acquired~~(“Panacos” ~~pursuant~~or to the ~~Asset Purchase Agreement (~~“~~Acquired Assets~~Company”) ~~are~~announced that the Company’s ~~ownership~~Chief ~~interest~~Medical inOfficer, ~~bevirimat-related~~Scott ~~patents~~McCallister, ~~(subject~~and tothe aVice ~~limited~~President ~~license back described~~of ~~below)~~Manufacturing Operations, ~~bevirimat~~John ~~product inventory~~Richards, ~~rights~~will toleave the ~~bevirimat~~Company ~~investigational~~on ~~new~~February 13, ~~drug~~2009. ~~application~~These ~~with~~positions ~~the~~were ~~United~~eliminated ~~States~~following ~~Food~~the ~~and~~Company’s ~~Drug~~recently ~~Administration,~~completed ~~other~~sale ~~regulatory~~of ~~filings~~bevirimat, ~~correspondence, information, data, results~~ and ~~materials~~as ~~related~~the ~~to bevirimat,~~Company ~~and~~has ~~rights~~refocused ~~under~~its ~~various~~efforts ~~bevirimat-related~~on ~~contracts~~its ~~that~~early stage ~~have~~research ~~been~~and ~~assigned~~development toprograms. ~~Myriad (“Assigned Contracts”)~~Dr. McCallister ~~Myriad~~has ~~assumed~~served ~~all~~in ~~liabilities~~this ofcapacity ~~Panacos~~since ~~under~~October ~~the~~2006, ~~Assigned~~and ~~Contracts~~Dr. Richards ~~that~~has ~~become~~been ~~due~~with ~~after~~ the ~~closing~~Company ~~and~~since ~~all liabilities~~February ~~occurring~~2006. ~~out~~A ofpress ~~Myriad’s~~release ~~post-closing~~announcing ~~activities related to~~ the ~~Acquired~~departures ~~Assets~~of Dr. McCallister ~~All liabilities~~ and Dr. Richards ~~obligations~~is ~~not~~attached ~~expressly~~hereto ~~assumed~~as byExhibit ~~Myriad remain with Panacos~~99.1 ~~The Asset Purchase Agreement contains customary representations~~ and ~~warranties,~~incorporated ~~covenants~~herein ~~and indemnities made~~ by ~~the parties as set forth therein~~reference.

~~The~~In ~~purchase~~accordance ~~price~~with ~~for~~ the ~~Acquired~~terms ~~Assets~~of isDr. McCallister’s $7offer letter,~~000~~ upon leaving the Company,~~000,~~ ofDr. McCallister ~~which~~will ~~approximately~~receive severance payments in the aggregate amount of $2154,~~167~~090,~~000~~ ~~was~~or six months of his current salary, paid atover ~~closing~~time, ~~directly~~and a payment for accrued vacation time. In addition, Dr. McCallister will be eligible to participate in the Company’s ~~vendors~~health toand ~~discharge~~dental ~~certain~~insurance ~~outstanding~~plans ~~invoices~~for ~~previously~~six ~~issued~~months ~~under~~following ~~Assigned~~his ~~Contracts,~~separation ~~and~~from ofthe ~~which~~Company, awith ~~net~~the ~~amount~~Company ~~(after~~paying ~~giving~~90% ~~effect~~of ~~to prepayments)~~his ofinsurance ~~approximately~~premiums. ~~$753,000~~Dr. McCallister will also behave ~~paid~~twelve bymonths ~~Myriad~~to ~~directly~~exercise toany ~~vendors~~of ~~for~~his ~~work~~stock ~~performed~~options ~~under~~to ~~Assigned~~purchase ~~Contracts~~the ~~through,~~Company’s ~~but~~common ~~not~~stock ~~invoiced~~that are vested as of February 13, ~~the closing~~2009.

In connection with the Asset Purchase Agreement, Panacos has entered into a Patent License Agreement with Myriad that provides Myriad with an exclusive, world-wide, royalty-free license under method of action patents retained by Panacos to make, use and sell bevirimat for all indications. That same agreement provides Panacos with a non-exclusive, world-wide, royalty-free license (ic) ~~under the~~ ~~bevirimat~~Not patents sold to Myriad to manufacture, make and have made, and use bevirimat solely as an intermediate in the synthesis of maturation inhibitors other than bevirimat, and (ii) under the one bevirimat patent (and its foreign equivalents) that includes claims related to compounds other than bevirimat, to develop, manufacture, make and have made, offer to sell, sell, import, distribute, promote and use all maturation inhibitors other than bevirimatapplicable.

~~Also in connection with the Asset Purchase Agreement, the License Agreement dated February 28, 2003 between the Company, the University of North Carolina at Chapel Hill~~ (~~“UNC”~~d) ~~and~~Not ~~Niigata University of Pharmacy and Applied Life Sciences (“Niigata”) has been split into two separate agreements~~applicable. ~~Under the new UNC/Niigata/Panacos License Agreement, dated January 20, 2009, UNC and Niigata have granted to Panacos an exclusive, world-wide license to certain non-bevirimat patents, patent~~

(e) Not ~~applications and other technology owned or controlled by UNC and Niigata on nearly identical commercial terms as exist in the original License Agreement~~applicable. ~~Under~~ the second of the two UNC agreements, UNC granted to Myriad an exclusive, world-wide license to the bevirimat patents and patent applications as to which Panacos has assigned its 50% joint ownership interest to Myriad, and certain related technology owned or controlled by UNC.

~~The~~(f) ~~foregoing~~Not ~~description is qualified in its entirety by reference to the copy of the Asset Purchase Agreement attached hereto as Exhibit 10~~applicable.1, the Patent License Agreement attached hereto as Exhibit 10.2 and the UNC/Niigata/Panacos License Agreement attached hereto as Exhibit 10.3. The information contained in such exhibits is incorporated herein by reference. The Company’s press release is attached hereto as Exhibit 99.1

~~Item 1~~ITEM 9.~~02.~~01 ~~Termination~~FINANCIAL STATEMENTS ofAND ~~a Material Definitive Agreement~~EXHIBITS.

~~The~~(d) ~~information~~Exhibits: ~~set forth in the fifth paragraph of Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 1.02 by reference.~~

~~Item 2~~99.~~01.~~1 ~~Completion~~Press release of ~~Acquisition~~the orCompany, ~~Disposition~~dated as of ~~Assets~~February 11, 2009.

The closing of the disposition of assets and rights occurred concurrently with the signing of the Asset Purchase Agreement. The information provided in Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 2.01 by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit 10.1		Asset Purchase Agreement dated as of January 20, 2009, between Panacos Pharmaceuticals, Inc. and Myriad Pharmaceuticals, Inc.
Exhibit 10.2		Patent License Agreement dated as of January 20, 2009, between Panacos Pharmaceuticals, Inc. and Myriad Pharmaceuticals, Inc.
Exhibit 10.3		UNC/Niigata/Panacos License Agreement dated as of January 20, 2009, by and among Panacos Pharmaceuticals, Inc., the University of North Carolina at Chapel Hill and Niigata University of Pharmacy and Applied Life Sciences.
Exhibit 99.1		Press Release issued by Panacos Pharmaceuticals, Inc. on January 20, 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.

Date: January 23, 2009	PANACOS PHARMACEUTICALS, INC.
			PANACOS PHARMACEUTICALS, INC.
	By	/s/ Alan W. Dunton
Dated: February 12, 2009			By:	/s/ Alan W. Dunton
		Alan W. Dunton, M.D.
				Alan W. Dunton, M.D. President & Chief Executive Officer
		President and Chief Executive Officer

EXHIBIT INDEX

Exhibit Number		Description
Exhibit No.		Description
10.1		Asset Purchase Agreement dated as of January 20, 2009, between Panacos Pharmaceuticals, Inc. and Myriad Pharmaceuticals, Inc.
99.1		Press release of the Company, dated as of February 11, 2009.
10.2		Patent License Agreement dated as of January 20, 2009, between Panacos Pharmaceuticals, Inc. and Myriad Pharmaceuticals, Inc.
10.3		UNC/Niigata/Panacos License Agreement dated as of January 20, 2009, between Panacos Pharmaceuticals, Inc., the University of North Carolina at Chapel Hill and Niigata University of Pharmacy and Applied Life Sciences.
99.1		Press Release issued by Panacos Pharmaceuticals, Inc. on January 20, 2009.

Filing Compare · PANACOS PHARMACEUTICALS, INC.