UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

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

FORM 8-K

CURRENT REPORT

~~PURSUANT~~Pursuant TOTo ~~SECTION~~ Section 13 ORor 15(d) OFof ~~THE~~the

~~SECURITIES~~Securities ~~EXCHANGE~~Exchange ~~ACT~~Act ~~OF 1934~~of 1934

Date of ~~Report (Date of~~ earliest event reported): June 13 19, 2012

~~ARDEA~~Ardea ~~BIOSCIENCES~~Biosciences, ~~INC~~Inc.

(Exact Name ofOf Registrant as Specified in Charter)

Delaware	001-33734	94-3200380
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification ~~Number~~No.)
4939 Directors Place, San Diego, California		92121
(Address of Principal Executive Offices)		(Zip Code)

~~4939~~(858) ~~Directors~~652-6500 ~~Place, San Diego, California 92121~~

(~~Address~~Registrant’s oftelephone ~~Principal~~number, ~~Executive~~including ~~Offices)~~area ~~(Zip Code~~code)

~~Registrant’s~~Not Applicable ~~telephone number, including area code: (858) 652-6500~~

~~N/A~~(Former name or Former Address, if Changed Since Last Report)

(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:

¨	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~~Introductory ~~8.01.~~Note ~~Other Events.~~

AsOn ~~previously disclosed, on April~~June 2419, 2012, Ardea Biosciences, Inc., a Delaware corporation (~~“we”, “us”, “our”, “Ardea” or~~ the “Company”), ~~entered~~completed ~~into~~the anpreviously ~~Agreement~~announced ~~and~~merger ~~Plan of Merger~~ (the “Merger ~~Agreement~~”) ~~with~~ ~~Zeneca~~of ~~Inc~~QAM Corp., a ~~wholly~~Delaware ~~owned subsidiary of AstraZeneca PLC (“Zeneca”),~~ corporation and ~~QAM Corp.,~~ a wholly owned subsidiary of Zeneca Inc. (“Merger Sub”)., ~~The Merger Agreement provides for the merger of Merger Sub~~ with and into the Company ~~(the “Merger”)~~, ~~with~~whereby the Company ~~surviving~~became ~~the Merger as~~ a wholly owned subsidiary of Zeneca Inc. ~~On May 21, 2012, the Company filed a definitive proxy statement~~ (~~the~~ “~~Proxy Statement~~Zeneca”), ~~describing~~a ~~the~~Delaware ~~Merger~~corporation ~~with the U.S. Securities~~ and ~~Exchange~~wholly ~~Commission~~owned ~~(the~~subsidiary ~~“SEC”)~~of AstraZeneca PLC.

AsItem more fully described in the Proxy Statement under the heading “The Merger—Legal Proceedings Related to the Merger,” a putative class action lawsuit was filed by a purported stockholder of Ardea against AstraZeneca PLC (“AstraZeneca”), Ardea and the directors and President and Chief Executive Officer of Ardea (collectively, the “Defendants”) seeking, among other things, to enjoin the defendants from completing the Merger pursuant to the terms of the Merger Agreement1. ~~The putative class action lawsuit, captioned Walker v~~02. ~~Ardea Biosciences,~~Termination ~~Inc., et al. Case No. 37-2012-00096151-CU-BT-CTL (the “Litigation”), was filed in the Superior Court~~ of ~~the~~Material ~~State~~Definitive of California, County of San Diego (the “Court”), purportedly on behalf of the stockholders of Ardea, and the plaintiff’s complaint alleges, among other things, that our directors breached their fiduciary duties to the stockholders of Ardea in connection with the proposed Merger and that AstraZeneca aided and abetted this alleged breach of fiduciary dutiesAgreement.

~~After~~In ~~filing~~connection with the ~~Litigation~~Merger, ~~and~~at ~~engaging~~the inEffective ~~certain~~Time ~~discovery~~(as defined below), ~~plaintiff’s~~each ~~counsel~~outstanding ~~indicated~~Company warrant was canceled and each holder thereof became entitled to ~~Defendants’~~receive an amount in cash, without ~~counsel~~interest, ~~that~~equal ~~they~~to ~~believed~~the ~~additional~~product ~~disclosures~~of ~~should~~(i) the bedifference ~~made~~between ~~available~~$32.00 toand the ~~stockholders~~exercise price of ~~Ardea~~such Company warrant and (ii) the number of shares of Company common stock underlying such Company warrant.

OnItem June 13, 2012, the Defendants and the plaintiff in the action entered into a memorandum of understanding (the “MOU”) agreeing in principle to settle the Litigation in exchange for Defendants’ agreement to make certain supplemental disclosures described below2. ~~The MOU contemplates that the parties will prepare a definitive stipulation of settlement, which will be subject to court approval~~01. IfCompletion ~~approved by the Court, it is anticipated that the settlement will result in a release~~ of ~~the~~Acquisition ~~Defendants from all claims that were~~ or ~~could~~Disposition ~~have been asserted challenging any aspect~~ of ~~or otherwise relating to the Merger, the Merger Agreement or the disclosures made in connection therewith, and that the Litigation will be dismissed with prejudice~~Assets.

Pursuant to the terms of the ~~MOU,~~Agreement ~~Ardea~~and ~~has~~Plan ~~agreed~~of toMerger, ~~make~~dated ~~certain~~as ~~supplemental~~of ~~disclosures~~April 21, ~~regarding~~2012 (the “Merger inAgreement”), aby ~~supplement~~and toamong the ~~Proxy~~Company, ~~Statement~~QAM Corp. ~~The~~ ~~supplemental~~and ~~disclosures~~Zeneca, ~~are~~at ~~contained~~the ineffective atime ~~proxy~~of ~~supplement~~the Merger ~~filed~~(the ~~with~~“Effective ~~the~~Time”), ~~SEC~~each onoutstanding ~~June 13,~~share ~~2012~~of (common stock of the ~~“Supplement”)~~Company was canceled and ~~should~~converted beinto ~~read~~the inright ~~conjunction~~to ~~with~~receive ~~the~~$32.00 ~~Proxy~~in ~~Statement~~cash, ~~which~~without ~~should~~interest be(the ~~read~~“Per inShare ~~its~~Merger ~~entirety~~Price”). In ~~return~~addition, at the ~~plaintiff~~Effective ~~has~~Time ~~agreed~~(i) each tooutstanding ~~the~~Company ~~dismissal~~stock ofoption fully vested and the ~~Litigation~~holder ~~with~~thereof ~~prejudice~~became ~~and~~entitled to ~~withdraw~~receive ~~and/or~~an ~~refrain~~amount ~~from~~in ~~filing~~cash, ~~any~~without interest and ~~all~~less ~~motions~~the ~~seeking~~amount of any tax withholding, equal to ~~enjoin~~the orproduct ~~otherwise~~of ~~challenging~~the excess, if any, of the Per Share Merger. InPrice ~~addition,~~over the ~~MOU~~exercise ~~contemplates~~price ~~that~~of ~~plaintiff’s counsel~~such ~~will~~option ~~petition~~and the ~~Court~~number ~~for~~of anshares ~~award~~ of ~~attorneys’~~Company ~~fees~~common stock underlying such option, (ii) each outstanding Company warrant was canceled and ~~expenses~~each inholder thereof became entitled to receive an amount ~~not~~in tocash, ~~exceed~~without ~~$600~~interest,~~000,~~ equal to bethe ~~paid~~product byof ~~Ardea~~(a) the ordifference ~~its~~between ~~insurers~~the orPer ~~successors.~~Share ~~There~~Merger ~~can~~Price beand nothe ~~assurance~~exercise ~~that~~price of such Company warrant and (b) the ~~parties~~number ~~will~~of ~~ultimately~~shares ~~reach~~of ~~agreement~~Company oncommon astock underlying such Company ~~definitive~~warrant, ~~stipulation~~and of(iii) each ~~settlement~~outstanding orCompany ~~that~~restricted ~~the~~stock ~~Court~~award ~~will~~fully ~~approve~~vested and the ~~proposed~~holder ~~settlement~~thereof became entitled to receive an amount in cash, ~~even~~without ifinterest and less the ~~parties~~amount ~~were~~of toany ~~enter~~tax ~~into~~withholding, ~~such~~equal ~~stipulation~~to the product of ~~settlement.~~the InPer Share ~~such~~Merger ~~event,~~Price and the ~~proposed~~number ~~settlement~~of asshares ~~contemplated~~of byCompany ~~the~~common ~~MOU~~stock ~~may~~subject beto ~~terminated~~such restricted stock award.

The ~~settlement~~foregoing ~~will~~description ~~not~~of ~~affect~~ the Merger ~~consideration~~Agreement toand bethe ~~paid~~Merger tois ~~stockholders~~not ofcomplete ~~Ardea~~and inis ~~connection~~subject ~~with~~to, ~~the~~and ~~proposed~~qualified ~~Merger~~in orits ~~the~~entirety ~~timing~~by, of the ~~special~~full ~~meeting~~text of ~~stockholders~~the ofMerger ~~Ardea~~Agreement, ~~scheduled~~which ~~for~~was ~~June 19,~~attached ~~2012~~as atExhibit ~~10:00 a~~2.m.1 ~~Pacific~~to ~~Time~~the atCompany’s ~~our~~Current ~~offices~~Report ~~located~~on atForm ~~4939~~8-K ~~Directors~~filed ~~Place,~~with ~~San~~the ~~Diego,~~Securities and ~~California~~Exchange ~~92121~~Commission to(the ~~consider~~“SEC”) ~~and~~on ~~vote~~April 24, ~~upon~~2012, athe ~~proposal~~terms toof ~~adopt~~which ~~the~~are ~~Merger~~incorporated ~~Agreement, among~~herein ~~other~~by ~~things~~reference.

~~The~~Item 3.01. ~~Defendants~~Notice have vigorously denied, and continue to vigorously deny, any wrongdoing or liability with respect to the facts and claims asserted, or which could have been asserted, in the Litigation, including that they have committed any violations of ~~law~~Delisting or ~~breach~~Failure ~~of fiduciary duty, aided and abetted any violations of law or breaches of fiduciary duty, acted improperly in any way or have any liability or owe any damages of any kind~~ to ~~the~~Satisfy ~~plaintiff~~a orContinued toListing ~~the~~Rule ~~purported class, and specifically deny that any further supplemental disclosure is required under any applicable rule, statute, regulation~~ or ~~law or~~Standard; ~~that~~Transfer ~~the directors~~ of ~~Ardea failed to maximize stockholder value by entering into the Merger Agreement with Zeneca and Merger Sub~~Listing. The settlement contemplated by the MOU is not, and should not be construed as, an admission of wrongdoing or liability by any Defendant. However, to avoid the risk of delaying the Merger, and to provide additional information to the stockholders of Ardea at a time and in a manner that would not

~~cause~~On ~~any~~June 19, ~~delay~~2012, in connection with the completion of the Merger, the ~~Defendants~~Company ~~agreed~~notified toThe NASDAQ Stock Market LLC (“NASDAQ”) that each outstanding share of Company common stock was cancelled and converted into the ~~settlement~~right ~~described~~to ~~above.~~receive ~~The~~the ~~parties~~Per ~~considered~~Share itMerger ~~desirable~~Price and requested that NASDAQ file with the ~~Litigation~~SEC bea ~~settled~~notification of removal from listing on Form 25 to ~~avoid~~report that shares of Company common stock will no longer be listed on the ~~substantial~~NASDAQ ~~burden~~Global Select Market. NASDAQ filed such Form 25 on June 19, 2012. The Company intends to file with the SEC a certification and notice of termination on Form 15 with respect to the ~~expense~~Company’s common stock, ~~risk~~requesting that the Company’s common stock be deregistered under the Securities Exchange Act of 1934, ~~inconvenience~~as amended (the “Exchange Act”), and ~~distraction~~that the reporting obligations of ~~continued~~the ~~litigation~~Company ~~and~~with respect to ~~fully~~the Company’s common stock under Sections 13 and ~~finally~~15(d) ~~resolve~~of the ~~Litigation~~Exchange Act be suspended.

AItem ~~copy of the Supplement is attached as Exhibit 99~~3.~~1 to this Current Report on Form 8-K, and is incorporated herein by reference~~03. ~~The~~Material ~~foregoing~~Modification ~~description~~to ofRights ~~the settlement~~ of ~~the~~Security ~~action is qualified in its entirety by reference to the summary thereof set forth in the Supplement~~Holders.

~~Additional~~The ~~Information~~information ~~and~~set ~~Where~~forth toin ~~Find~~Item 2.01 Itof this Current Report on Form 8-K is incorporated by reference in this Item 3.03.

In connection with the Merger, ~~the~~and ~~Company~~at ~~filed~~ the ~~Proxy~~Effective ~~Statement~~Time, ~~and~~holders ~~a form~~ of ~~proxy~~Company oncommon ~~Schedule~~stock ~~14A~~immediately onprior ~~May 21,~~to ~~2012~~such ~~and~~time ~~other~~ceased ~~related materials with the SEC. The Proxy Statement and proxy were first mailed~~ to ~~stockholders~~have onany orrights ~~about~~as May 21, 2012. COMPANY INVESTORS ARE URGED TO READ THE PROXY STATEMENT, ALL RELATED SUPPLEMENTS AND AMENDMENTS (IF ANY AND WHEN THEY BECOME AVAILABLE) AND OTHER RELATED MATERIALS CAREFULLY BECAUSE THEY CONTAIN (AND WILL CONTAIN) IMPORTANT INFORMATION REGARDING THE PROPOSED MERGER AND RELATED MATTERS. Investors and stockholders ~~may~~in ~~obtain copies of~~ the ~~Proxy~~Company ~~Statement, the Supplement and~~ (other ~~relevant~~than ~~documents~~their ~~filed~~right ~~with the SEC for free from the~~to ~~SEC’s~~receive ~~website at www.sec.gov or from~~ the ~~Company’s~~Per ~~website~~Share atMerger ~~www.aredeabio.com.~~Price ~~Investors~~pursuant ~~and stockholders may also obtain copies of the Proxy Statement, the Supplement and other documents related~~ to the Merger ~~(when available~~Agreement) ~~for free by written or telephonic request to Ardea Biosciences, Inc~~., ~~Attention: Corporate Secretary, 4939 Directors Place, San Diego, California 92121, telephone (858) 652-6500.~~

Item 5.01.

Changes in Control of Registrant.

The information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated by reference in this Item 5.01.

In connection with the Merger and at the Effective Time, a change of control of the Company occurred and the Company became a wholly owned subsidiary of Zeneca.

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

In connection with the Merger and at the Effective Time, each of the then-current directors of the Company resigned. Immediately following the Effective Time, Stephen F. Mohr and James Mackay were appointed by Zeneca as the directors of the Company.

Additionally, on June 20, 2012, Barry Quart, the Company’s President and Chief Executive Officer, was appointed by Zeneca to the Company’s board of directors.

Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

In connection with the Merger and at the Effective Time, the Company’s certificate of incorporation and bylaws were amended and restated in their entirety. The Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws of the Company are attached as Exhibit 3.1 and Exhibit 3.2, respectively, and are incorporated herein by reference.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

The Exhibit Index appearing after the signature page below is incorporated herein by reference.


Exhibit Number		Description

3.1		Amended and Restated Certificate of Incorporation of Ardea Biosciences, Inc.

3.2		Amended and Restated Bylaws of Ardea Biosciences, Inc.

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.

~~ARDEA~~Ardea ~~BIOSCIENCES~~Biosciences, ~~INC~~Inc. By: /s/ Christian Waage Christian Waage Vice President, General Counsel

~~Date~~Dated: June 1322, 2012

EXHIBIT INDEX

Exhibit No.		Description
99.1		Proxy Statement Supplement, dated June 13, 2012.

Filing Compare · Ardea Biosciences, Inc./DE