FURX / Furiex Pharmaceuticals, Inc. - SEC-arkiveringar, Årsredovisning, Fullmaktsutlåtande

FURX / Furiex Pharmaceuticals, Inc. / RA Capital Management, LLC - SC 13G/A Passive Investment

SC 13G/A 1 v401804sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Furiex Pharmaceuticals, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 36106P101 (CUSIP Number) December 31, 2014 (Date of Event Which Requires Filing of this Statement)

FURX / Furiex Pharmaceuticals, Inc. / Consonance Capital Management LP - CONSONANCE CAPITAL MANAGEMENT LP Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Furiex Pharmaceutical, Inc (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 36106P101 (CUSIP Number) December 31, 2014 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate

JOINT FILING AGREEMENT

EX-7 Exhibit 7 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby (i) agree to the joint filing with all other Reporting Persons (as such term is defined in the statement on Schedule 13D described below) of a statement on Schedule 13D (including amendments thereto) with respect to the common stock, par value $0.

FURX / Furiex Pharmaceuticals, Inc. / Forest Laboratories, LLC - SCHEDULE 13D AMENDMENT NO. 1 Activist Investment

Schedule 13D Amendment No. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 1) Under the Securities Exchange Act of 1934 FURIEX PHARMACEUTICALS, INC. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 36106P101 (CUSIP Number) R. Todd Joyce President Forest Laboratories, LLC Morris Corporate Center III 400 Interpace Pa

JOINT FILING AGREEMENT

EX-99.1 Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k), as promulgated under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them a Statement on Schedule 13D (including amendments thereto) with regard to the common stock of Furiex Pharmaceuticals, Inc. and further agree that this Joint Filing Agreement be

FURX / Furiex Pharmaceuticals, Inc. / Magnetar Financial LLC - SC 13D Activist Investment

SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Furiex Pharmaceuticals, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 36106P101 (CUSIP Number of Class of Securities) Alec N. Litowitz Magnetar Capital LLC 1603 Orrington Ave. Evanston, Illinois 6020

JOINDER TO REVENUE RIGHTS PURCHASE AGREEMENT

Exhibit 10.1 Execution Version JOINDER TO REVENUE RIGHTS PURCHASE AGREEMENT This JOINDER TO THE REVENUE RIGHTS PURCHASE AGREEMENT, dated as of July 2, 2014 (the “Joinder”), is made and entered into by Furiex Pharmaceuticals, Inc. (“Furiex”), GenuPro, LLC (“GenuPro”), Development Partners, LLC (“Development Partners”) and APBI Holdings, LLC (“APBI” and together with Furiex, GenuPro and Development

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

Form 8-K 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): July 1, 2014 FURIEX PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-34641 27-1197863 (State or other jurisdiction of incorporation)

POWER OF ATTORNEY FOR CERTAIN REGULATORY FILINGS INCLUDING CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND THE INVESTMENT ADVISERS ACT OF 1940

EX-1 2 v383241ex-1.htm EXHIBIT 1 Exhibit 1 POWER OF ATTORNEY FOR CERTAIN REGULATORY FILINGS INCLUDING CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND THE INVESTMENT ADVISERS ACT OF 1940 I, David E. Shaw, hereby make, constitute, and appoint each of: Anne Dinning, Julius Gaudio, John Liftin, Louis Salkind, Maximilian Stone, Nathan Thomas, and Eric Wepsic, acting individually, as my ag

SECOND AMENDED AND RESTATED FURIEX PHARMACEUTICALS, INC. a Delaware Corporation (hereinafter referred to as the “Corporation”) ARTICLE I

Exhibit 3.2 SECOND AMENDED AND RESTATED BYLAWS OF FURIEX PHARMACEUTICALS, INC. a Delaware Corporation (hereinafter referred to as the “Corporation”) ARTICLE I OFFICES Section 1. Registered Office. The registered office and the registered agent of the Corporation are as set forth in the Certificate of Incorporation. Section 2. Other Offices. The Corporation may also have offices at such other place

FURX / Furiex Pharmaceuticals, Inc. / D. E. Shaw Valence Portfolios, L.L.C. - SCHEDULE 13D/A Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 1) Under the Securities Exchange Act of 1934 Furiex Pharmaceuticals, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 36106P101 (CUSIP Number) D. E. Shaw & Co., L.P. Attn: Compliance Department 1166 Avenue of the Americas, 9th Floor New York, NY 10036 212-478-0000 (Nam

SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION FURIEX PHARMACEUTICALS, INC. ARTICLE I

EX-3.1 Exhibit 3.1 SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF FURIEX PHARMACEUTICALS, INC. ARTICLE I NAME The name of the Corporation is Furiex Pharmaceuticals, Inc. ARTICLE II REGISTERED OFFICE AND REGISTERED AGENT The registered office of the Corporation in the State of Delaware is located at Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, County of Ne

FURX / Furiex Pharmaceuticals, Inc. S-8 POS - - S-8 POS

S-8 POS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-167552 Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-190488 UNDER THE SECURITIES ACT OF 1933 FURIEX PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 27-1197863 (State or other juris

FURX / Furiex Pharmaceuticals, Inc. S-8 POS - - S-8 POS

S-8 POS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-167552 Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-190488 UNDER THE SECURITIES ACT OF 1933 FURIEX PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 27-1197863 (State or other juris

FURX / Furiex Pharmaceuticals, Inc. POS AM - - POS AM

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 1 to Form S-3 Registration Statement No. 333-193076 UNDER THE SECURITIES ACT OF 1933 FURIEX PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 27-1197863 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 3900 Param

Sailash Patel

EX-99.1 Exhibit 99.1 Contact Media/Analysts/Investors: Sailash Patel 919.456.7814 [email protected] Furiex Stockholders Approve Acquisition by Actavis; Ukrainian Antimonopoly Committee Clears Proposed Merger MORRISVILLE, N.C. (July 1, 2014) – The stockholders of Furiex Pharmaceuticals, Inc. (NASDAQ: FURX) voted today at a special meeting of stockholders to adopt the previously announced agr

Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders

Form 8-K 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) July 1, 2014 FURIEX PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-34641 27-1197863 (State or other jurisdiction of incorporation) (

- DEFA 14A

DEFA 14A SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy Statement x Definitive Additional Materials ¨ Soliciting Material Under Rule14a-12 Furiex Pharmaceuticals, Inc.

JOINT FILING AGREEMENT

Exhibit 2 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, each of the undersigned Reporting Persons hereby agrees to the joint filing, along with all other such Reporting Persons, on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Common Stock, par value $0.

POWER OF ATTORNEY FOR CERTAIN REGULATORY FILINGS INCLUDING CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND THE INVESTMENT ADVISERS ACT OF 1940

Exhibit 1 POWER OF ATTORNEY FOR CERTAIN REGULATORY FILINGS INCLUDING CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND THE INVESTMENT ADVISERS ACT OF 1940 I, David E.

FURX / Furiex Pharmaceuticals, Inc. / D. E. Shaw Valence Portfolios, L.L.C. - SCHEDULE 13D Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Furiex Pharmaceuticals, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 36106P101 (CUSIP Number) D. E. Shaw & Co., L.P. Attn: Compliance Department 1166 Avenue of the Americas, 9th Floor New York, NY 10036 212-478-0000 (Name, Address and Tel

- DEFINITIVE PROXY STATEMENT

Definitive Proxy Statement Table of Contents SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy Statement ¨ Definitive Additional Materials ¨ Soliciting Material Under Rule14a-12 Furiex Pharmaceuticals, Inc.

Submission of Matters to a Vote of Security Holders - FORM 8-K

Form 8-K 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) May 22, 2014 FURIEX PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-34641 27-1197863 (

- PRELIMINARY PROXY STATEMENT

Preliminary Proxy Statement Table of Contents SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: x Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy Statement ¨ Definitive Additional Materials ¨ Soliciting Material Under Rule14a-12 Furiex Pharmaceuticals, Inc.

Quarterly Report - FORM 10-Q

furx2014033110q.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934. For the quarterly period ended March 31, 2014. OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the transition period from to . Commission File

Furiex Pharmaceuticals Reports First Quarter 2014 Financial Results

EX-99 2 ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Contact Media/Analysts/Investors: Sailash Patel 919-456-7814 [email protected] Furiex Pharmaceuticals Reports First Quarter 2014 Financial Results First Quarter 2014 Highlights: ● Royalty revenues of $6.4 million. ● Cash and cash equivalents balance of $22.9 million as of March 31, 2014. MORRISVILLE, N.C. (May 7, 2014) – Furiex Pharmaceuticals, I

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

8-K 1 furx201405068k.htm FORM 8-K 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) May 6, 2014 FURIEX PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation

EX-99

Exhibit 99.2

FURX / Furiex Pharmaceuticals, Inc. / Forest Laboratories, LLC - SCHEDULE 13D Activist Investment

Schedule 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 FURIEX PHARMACEUTICALS, INC. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 36106P101 (CUSIP Number) A. Robert D. Bailey Senior Vice President, Chief Legal Officer, and General Counsel Forest Laboratories, Inc. 909 Third Avenue

- DFAN14A

SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ¨ Filed by a Party other than the Registrant x Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy Statement ¨ Definitive Additional Materials x Soliciting Material Under Rule 14a-12 FURIEX PHARMACEUTICALS, INC.

STOCKHOLDER VOTING AGREEMENT

EX-10.2 Exhibit 10.2 STOCKHOLDER VOTING AGREEMENT THIS STOCKHOLDER VOTING AGREEMENT, dated as of April 27, 2014 (this “Agreement”), is entered into by and between Forest Laboratories, Inc., a Delaware corporation (“Parent”), and each of the individuals or entities listed on the signature pages hereto (each, a “Stockholder” and, together, the “Stockholders”). RECITALS A. Concurrently with the execu

Form of CVR Agreement CONTINGENT VALUE RIGHTS AGREEMENT

EX-10.1 Exhibit 10.1 Form of CVR Agreement CONTINGENT VALUE RIGHTS AGREEMENT THIS CONTINGENT VALUE RIGHTS AGREEMENT, dated as of [—], 2014 (this “Agreement”), is entered into by and between Forest Laboratories, Inc., a Delaware corporation (“Parent”), and [—], a [—], as Rights Agent. RECITALS A. Parent, Royal Empress, Inc., a Delaware corporation (“Merger Sub”), and Furiex Pharmaceuticals, Inc., a

FURX / Furiex Pharmaceuticals, Inc. / Eshelman Fredric N - SCHEDULE 13D/A Activist Investment

SC 13D/A 1 eshelman20140429sc13da.htm SCHEDULE 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 13)* FURIEX PHARMACEUTICALS, INC. (Name of Issuer) Common Stock, $0.001 Par Value (Title of Class of Securities) 36106P101 (CUSIP Number) Fredric N. Eshelman 300 North Third Street, Suite 110 Wilmington, N

- 8-K

8-K 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) April 27, 2014 FURIEX PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-34641 27-1197863 (Com

STOCKHOLDER VOTING AGREEMENT

EX-10.2 Exhibit 10.2 STOCKHOLDER VOTING AGREEMENT THIS STOCKHOLDER VOTING AGREEMENT, dated as of April 27, 2014 (this “Agreement”), is entered into by and between Forest Laboratories, Inc., a Delaware corporation (“Parent”), and each of the individuals or entities listed on the signature pages hereto (each, a “Stockholder” and, together, the “Stockholders”). RECITALS A. Concurrently with the execu

Form of CVR Agreement CONTINGENT VALUE RIGHTS AGREEMENT

EX-10.1 Exhibit 10.1 Form of CVR Agreement CONTINGENT VALUE RIGHTS AGREEMENT THIS CONTINGENT VALUE RIGHTS AGREEMENT, dated as of [—], 2014 (this “Agreement”), is entered into by and between Forest Laboratories, Inc., a Delaware corporation (“Parent”), and [—], a [—], as Rights Agent. RECITALS A. Parent, Royal Empress, Inc., a Delaware corporation (“Merger Sub”), and Furiex Pharmaceuticals, Inc., a

AGREEMENT AND PLAN OF MERGER Dated as of April 27, 2014 by and among FOREST LABORATORIES, INC., ROYAL EMPRESS, INC. FURIEX PHARMACEUTICALS, INC. TABLE OF CONTENTS Page ARTICLE I THE MERGER 2 Section 1.1 The Merger 2 Section 1.2 Closing 2 Section 1.3

EX-2.1 2 d716897dex21.htm EX-2.1 Exhibit 2.1 AGREEMENT AND PLAN OF MERGER Dated as of April 27, 2014 by and among FOREST LABORATORIES, INC., ROYAL EMPRESS, INC. and FURIEX PHARMACEUTICALS, INC. TABLE OF CONTENTS Page ARTICLE I THE MERGER 2 Section 1.1 The Merger 2 Section 1.2 Closing 2 Section 1.3 Effective Time 2 Section 1.4 Effects of the Merger 2 Section 1.5 Certificate of Incorporation and Byl

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

8-K 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) April 27, 2014 FURIEX PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-34641 27-1197863 (Com

Forest Laboratories to Acquire Furiex Pharmaceuticals for $1.1 Billion in Cash to Build on a Leading Position in Gastroenterology (GI) Deal Also Includes Up to $30 per share in a Contingent Value Right for Furiex Shareholders Creates a Leading GI Com

EX-99.1 Exhibit 99.1 Forest Laboratories to Acquire Furiex Pharmaceuticals for $1.1 Billion in Cash to Build on a Leading Position in Gastroenterology (GI) Deal Also Includes Up to $30 per share in a Contingent Value Right for Furiex Shareholders Creates a Leading GI Company within Forest - Acquisition Adds Global Rights to Eluxadoline - New Drug Application Expected to be Filed in 2014 - Eluxadol

AGREEMENT AND PLAN OF MERGER Dated as of April 27, 2014 by and among FOREST LABORATORIES, INC., ROYAL EMPRESS, INC. FURIEX PHARMACEUTICALS, INC. TABLE OF CONTENTS Page ARTICLE I THE MERGER 2 Section 1.1 The Merger 2 Section 1.2 Closing 2 Section 1.3

Exhibit 2.1 AGREEMENT AND PLAN OF MERGER Dated as of April 27, 2014 by and among FOREST LABORATORIES, INC., ROYAL EMPRESS, INC. and FURIEX PHARMACEUTICALS, INC. TABLE OF CONTENTS Page ARTICLE I THE MERGER 2 Section 1.1 The Merger 2 Section 1.2 Closing 2 Section 1.3 Effective Time 2 Section 1.4 Effects of the Merger 2 Section 1.5 Certificate of Incorporation and Bylaws of the Surviving Corporation

Forest Laboratories to Acquire Furiex Pharmaceuticals for $1.1 Billion in Cash to Build on a Leading Position in Gastroenterology (GI) Deal Also Includes Up to $30 per share in a Contingent Value Right for Furiex Shareholders Creates a Leading GI Com

Exhibit 99.1 Forest Laboratories to Acquire Furiex Pharmaceuticals for $1.1 Billion in Cash to Build on a Leading Position in Gastroenterology (GI) Deal Also Includes Up to $30 per share in a Contingent Value Right for Furiex Shareholders Creates a Leading GI Company within Forest - Acquisition Adds Global Rights to Eluxadoline - New Drug Application Expected to be Filed in 2014 - Eluxadoline is C

- FORM DEFA14A

furx20140410defa14a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement. ☐ Confidential, for Use of the Commission Only (as permitt

- FORM DEF 14A

furx20140403def14a.htm SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy Statement ☐ Definitive Additional Material

Annual Report - FORM 10-K

furx2013123110k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2013 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-3

Subsidiaries of Furiex Pharmaceuticals, Inc.

EX-21 2 ex21-1.htm EXHIBIT 21.1 Exhibit 21.1 Subsidiaries of Furiex Pharmaceuticals, Inc. Subsidiary Jurisdiction APBI Holdings, LLC North Carolina Development Partners, LLC Delaware Genupro, LLC North Carolina

Furiex Pharmaceuticals Reports Fourth Quarter and Full-Year 2013 Financial Results

EX-99 2 ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Investors Contact: Media Contact: Sailash Patel Tony Plohoros 919-456-7814 908-940-0135 [email protected] [email protected] Furiex Pharmaceuticals Reports Fourth Quarter and Full-Year 2013 Financial Results Fourth Quarter 2013 Highlights: ● Royalty revenues of $8.1 million, an increase of $2.6 million (47%) from third quarter 2013. ● Cash

Financial Statements and Exhibits, Results of Operations and Financial Condition

furx201403108k.htm 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) March 11, 2014 FURIEX PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-34641

FURX / Furiex Pharmaceuticals, Inc. / Consonance Capital Management LP Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Furiex Pharmaceutical, Inc (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 36106P101 (CUSIP Number) December 31, 2013 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate t

FURX / Furiex Pharmaceuticals, Inc. / Invus Public Equities, L.p. - FURIEX PHARMACEUTICALS, INC. NO. 5 Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 5)* FURIEX PHARMACEUTICALS, INC. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 36106P101 (CUSIP Number) December 31, 2013 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designat

FURX / Furiex Pharmaceuticals, Inc. / GREAT POINT PARTNERS LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Furiex Pharmaceuticals, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 36106P101 (CUSIP Number) December 31, 2013 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to whi

JOINT FILING AGREEMENT

Exhibit 1 JOINT FILING AGREEMENT This Joint Filing Agreement, dated as of February 5, 2014, is by and among RA Capital Management, LLC, Peter Kolchinsky and RA Capital Healthcare Fund, L.

FURX / Furiex Pharmaceuticals, Inc. / RA Capital Management, LLC - SC 13G Passive Investment

SC 13G 1 v36734713g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* Furiex Pharmaceuticals, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 36106P101 (CUSIP Number) February 4, 2014 (Date of Event Which Requires Filing of this Statement) Check the

Financial Statements and Exhibits, Other Events

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) February 4, 2014 FURIEX PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-34641 27-1197863 (Commi

Furiex Pharmaceuticals Announces Positive Top-Line Results of Two Pivotal Phase III Clinical Trials of Eluxadoline in Patients with IBS-d Studies Meet FDA and EMA Primary Endpoints Conference Call and Webcast Scheduled for 8:30 a.m. ET Today

ex99-1.htm Exhibit 99.1 Investors Contact: Media Contact: Sailash Patel Tony Plohoros 919-456-7814 908-940-0135 [email protected] [email protected] Furiex Pharmaceuticals Announces Positive Top-Line Results of Two Pivotal Phase III Clinical Trials of Eluxadoline in Patients with IBS-d Studies Meet FDA and EMA Primary Endpoints Conference Call and Webcast Scheduled for 8:30 a.m. ET To

EX-4

ex4-1.htm Exhibit 4.1

FURIEX PHARMACEUTICALS, INC. AND SUBSIDIARIES COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES (in thousands)

ex12-1.htm Exhibit 12.1 FURIEX PHARMACEUTICALS, INC. AND SUBSIDIARIES COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES (in thousands) Year Ended Nine Months Ended September 30, 2013 2012 2011 2010 (1) 2009 (1) 2008 (1) EARNINGS (LOSS) Net income (loss) before provision for income tax $ (23,026 ) $ (42,851 ) $ (48,967 ) $ (49,512 ) $ (8,299 ) $ 6,788 Fixed charges 3,324 2,514 419 3 9 - Earnings (l

FURIEX PHARMACEUTICALS, INC. , as Trustee Dated as of , TABLE OF CONTENTS

EX-4 3 ex4-3.htm EXHIBIT 4.3 Exhibit 4.3 FURIEX PHARMACEUTICALS, INC. and , as Trustee INDENTURE Dated as of , TABLE OF CONTENTS PAGE ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE 1 1.1. DEFINITIONS 1 1.2. OTHER DEFINITIONS 4 1.3. INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT 5 1.4. RULES OF CONSTRUCTION 5 ARTICLE 2 THE SECURITIES 5 2.1. ISSUABLE IN SERIES 5 2.2. ESTABLISHMENT OF TERMS

- FORM S-3

furx20131220s3.htm As filed with the Securities and Exchange Commission on December 24, 2013 Registration Statement No. 333- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FURIEX PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organizati

LOAN AND SECURITY AGREEMENT

ex10-33.htm Exhibit 10.33 Portions of this exhibit marked [*] are requested to be treated confidentially. This instrument or other agreement and the indebtedness, rights and obligations evidenced hereby and any liens or other security interests securing such rights and obligations are subordinate in the manner and to the extent set forth in that certain Subordination and Intercreditor Agreement (a

SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT

EX-10 2 ex10-30.htm EXHIBIT 10.30 Exhibit 10.30 Portions of this exhibit marked [*] are requested to be treated confidentially. SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT THIS SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”), dated as of September 30, 2013 (the “Second Restatement Date”) by and among MIDCAP FUNDING III, LLC, a Delaware limited liability compa

Financial Statements and Exhibits - FORM 8-K/A

furx201311268ka.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) September 30, 2013 FURIEX PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of

Quarterly Report - FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934. For the quarterly period ended September 30, 2013. OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the transition period from to . Commission File Number 001-3464

Three Months Ended

EX-99 2 ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Contact Media/Analysts/Investors: Sailash Patel 919.456.7814 [email protected] Furiex Reports Third Quarter 2013 Financial Results Third Quarter 2013 Highlights: ● Milestone revenue of $10.0 million for third quarter 2013. ● Royalty revenue of $5.6 million, an increase of $2.6 million (86%) from second quarter 2013. ● Cash and cash equivalents ba

Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 8-K

furx201311048k.htm 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) November 5, 2013 FURIEX PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-3464

Financial Statements and Exhibits, Other Events

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) October 31, 2013 FURIEX PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-34641 27-1197863 (Commi

Sailash Patel

EX-99 2 ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Contact Media/Analysts/Investors: Sailash Patel 919.456.7814 [email protected] Furiex Pharmaceuticals Announces Priligy® Launch in the United Kingdom by Menarini Launch Triggers $5.0 Million Milestone Payment MORRISVILLE, N.C. (October 31, 2013) – Furiex Pharmaceuticals, Inc. (NASDAQ: FURX), a drug development collaboration company, today announc

FIRST AMENDED AND RESTATED EMPLOYMENT AGREEMENT

Exhibit 10.37 FIRST AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS FIRST AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”), is made and entered into on this 28th day of October, 2013 (the “Effective Date”), by and between Furiex Pharmaceuticals, Inc., a Delaware corporation (the “Company”), with its principal place of business in North Carolina and currently with a mailing address for no

Sailash Patel

ex99-1.htm Exhibit 99.1 Contact Media/Analysts/Investors: Sailash Patel 919.456.7814 [email protected] Furiex Pharmaceuticals Announces Management Changes MORRISVILLE, N.C. (October 28, 2013) - Furiex Pharmaceuticals, Inc. (NASDAQ: FURX) announced today the appointment of Sailash Patel to the position of Chief Financial Officer, effective November 15, 2013. Mr. Patel replaces Mr. Marshall W

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events - FORM 8-K

furx201310288k.htm 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) October 25, 2013 FURIEX PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-3464

RESIGNATION AND TRANSITION AGREEMENT

ex10-36.htm Exhibit 10.36 RESIGNATION AND TRANSITION AGREEMENT This Resignation and Transition Agreement (“Agreement”) is entered by and between Marshall Woodworth (“Woodworth”) and Furiex Pharmaceuticals (“Furiex” or the “Company”). Woodworth and the Company may be individually referred to as a “Party” and collective as the “Parties.” In consideration of the mutual promises and covenants containe

SECURED PROMISSORY NOTE

ex1-1.htm Exhibit 10.34 This instrument or other agreement and the indebtedness, rights and obligations evidenced hereby and any liens or other security interests securing such rights and obligations are subordinate in the manner and to the extent set forth in that certain Subordination and Intercreditor Agreement (as amended, restated, supplemented or modified from time to time, the “Subordinatio

SECOND OMNIBUS AMENDMENT AND REAFFIRMATION AGREEMENT

ex10-31.htm Exhibit 10.31 SECOND OMNIBUS AMENDMENT AND REAFFIRMATION AGREEMENT THIS SECOND OMNIBUS AMENDMENT AND REAFFIRMATION AGREEMENT (this “Reaffirmation Agreement”) is entered into as of September 30, 2013, (the “Second Restatement Date”) by and among FURIEX PHARMACEUTICALS, INC., a Delaware corporation, APBI HOLDINGS, LLC, a North Carolina limited liability company, DEVELOPMENT PARTNERS, LLC

Furiex Pharmaceuticals Enters into a Loan Agreement for $15 Million and Restructures its Existing Secured Loan

ex99-1.htm Exhibit 99.1 October 1, 2013 Furiex Pharmaceuticals Enters into a Loan Agreement for $15 Million and Restructures its Existing Secured Loan MORRISVILLE, N.C. (October 1, 2013) - Furiex Pharmaceuticals, Inc. (NASDAQ: FURX) announced today it has executed a $15 million debt financing transaction with Fred Eshelman, Pharm.D., chairman and a 27.5% shareholder of Furiex. In parallel, Furiex

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events - FORM 8-K

furx201310038k.htm 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) September 30, 2013 FURIEX PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-34

LOAN AND SECURITY AGREEMENT

ex10-33.htm Exhibit 10.33 Portions of this exhibit marked [*] are requested to be treated confidentially. This instrument or other agreement and the indebtedness, rights and obligations evidenced hereby and any liens or other security interests securing such rights and obligations are subordinate in the manner and to the extent set forth in that certain Subordination and Intercreditor Agreement (a

SUBORDINATION AND INTERCREDITOR AGREEMENT

ex1-2.htm Exhibit 10.32 SUBORDINATION AND INTERCREDITOR AGREEMENT THIS SUBORDINATION AND INTERCREDITOR AGREEMENT (this “Agreement”) is entered into as of this 30th day of September, 2013, by and among FREDRIC NEVILLE ESHELMAN REVOCABLE TRUST u/a dated July 13, 1988, as amended and/or restated (“Subordinated Lender”), FURIEX PHARMACEUTICALS, INC., a Delaware corporation, APBI HOLDINGS, LLC, a North

PLEDGE AGREEMENT

ex1-3.htm Exhibit 10.35 “This instrument or other agreement and the indebtedness, rights and obligations evidenced hereby and any liens or other security interests securing such rights and obligations are subordinate in the manner and to the extent set forth in that certain Subordination and Intercreditor Agreement (as amended, restated, supplemented or modified from time to time, the “Subordinati

SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT

ex10-30.htm Exhibit 10.30 Portions of this exhibit marked [*] are requested to be treated confidentially. SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT THIS SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”), dated as of September 30, 2013 (the “Second Restatement Date”) by and among MIDCAP FUNDING III, LLC, a Delaware limited liability company, with an office loc

- FORM S-8

As filed with the Securities and Exchange Commission on August 8, 2013 Registration Statement No.

FURIEX PHARMACEUTICALS, INC. 2010 STOCK PLAN, AS AMENDED Approved by the Board: March 1, 2013 Approved by the Stockholders: May 24, 2013

ex10-21.htm Exhibit 10.21 FURIEX PHARMACEUTICALS, INC. 2010 STOCK PLAN, AS AMENDED Approved by the Board: March 1, 2013 Approved by the Stockholders: May 24, 2013 1. Purpose. This 2010 Stock Plan (the “Plan”) is intended to provide incentives: (a) to employees of Furiex Pharmaceuticals, Inc. (the “Company”), or its parent (if any) or any of its present or future subsidiaries (collectively, “Relate

Quarterly Report - FORM 10-Q

furx2013063010q.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934. For the quarterly period ended June 30, 2013. OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the transition period from to . Commission File

Three Months Ended

ex99-1.htm Exhibit 99.1 Contact Media/Analysts/Investors: Sailash Patel 919.456.7814 [email protected] Furiex Reports Second Quarter 2013 Financial Results Recent Events: ● Completed patient enrollment in the two on-going Phase III clinical trials studying eluxadoline1 for the treatment of diarrhea-predominant irritable bowel syndrome. ● Takeda Pharmaceutical Company Limited (Takeda) receiv

Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 8-K

furx201308068k.htm 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 6, 2013 FURIEX PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-34641

Submission of Matters to a Vote of Security Holders - FORM 8-K

furx201305298k.htm 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) May 24, 2013 FURIEX PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-34641 27

Three Months Ended

Exhibit 99.1 Contact Media/Analysts/Investors: Sailash Patel 919.456.7814 [email protected] Furiex Reports First Quarter 2013 Financial Results First Quarter 2013 Highlights: ● Milestone revenues of $30.0 million for first quarter 2013. ● Royalty revenues of $9.3 million, an increase of $0.1 million from fourth quarter 2012. Yen-based royalties were up 24% vs. the prior quarter on a local c

Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 8-K

furx201305068k.htm 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) May 7, 2013 FURIEX PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-34641 27-

- DEF 14A

SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy Statement o Definitive Additional Materials o Soliciting Material Pursuant to § 240.

- FORM DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement.

Financial Statements and Exhibits, Other Events - FORM 8-K

furx201304098k.htm 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) April 4, 2013 FURIEX PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-34641 2

Sailash Patel

furx201304098kex99-1.htm Exhibit 99.1 Contact Media/Analysts/Investors: Sailash Patel 919.456.7814 [email protected] Furiex Pharmaceuticals to Receive Milestone Payment for Priligy® Launch in France MORRISVILLE, N.C. (April 4, 2013) – Furiex Pharmaceuticals, Inc. (NASDAQ: FURX), a drug development collaboration company, today announced it will receive a $5.0 million milestone payment from t

Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 8-K

furx201303068k.htm 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) March 6, 2013 FURIEX PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-34641 2

Three Months Ended

furx201303068kex99-1.htm Exhibit 99.1 Contact Media/Analysts/Investors: Sailash Patel 919.456.7814 [email protected] Furiex Reports Fourth Quarter and Full Year 2012 Financial Results Fourth Quarter 2012 Highlights: ● Royalty revenues of $9.2 million, an increase of $3.6 million (65%) from third quarter 2012. ● Cash and cash equivalents balance of $25.7 million as of December 31, 2012. Full

FURX / Furiex Pharmaceuticals, Inc. / Invus Public Equities, L.p. - SCHEDULE 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 4) FURIEX PHARMACEUTICALS, INC. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 36106P101 (CUSIP Number) February 14, 2013 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate

FURX / Furiex Pharmaceuticals, Inc. / GREAT POINT PARTNERS LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Furiex Pharmaceuticals, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 36106P101 (CUSIP Number) December 31, 2012 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to whi

FURX / Furiex Pharmaceuticals, Inc. / Invus Public Equities, L.p. - SCHEDULE 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* FURIEX PHARMACEUTICALS, INC. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 36106P101 (CUSIP Number) December 31, 2012 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designat

FURX / Furiex Pharmaceuticals, Inc. / 683 Capital Management, LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

Furiex Confirms Takeda’s Receipt of FDA Approval of NESINA (alogliptin) and Fixed-Dose Combinations OSENI (alogliptin and pioglitazone) and KAZANO (alogliptin and metformin HC1) for the Treatment of Type 2 Diabetes

Press Release Exhibit 99.1 Contact Media/Analysts/Investors: Sailash Patel 919.456.7814 [email protected] Furiex Confirms Takeda’s Receipt of FDA Approval of NESINA (alogliptin) and Fixed-Dose Combinations OSENI (alogliptin and pioglitazone) and KAZANO (alogliptin and metformin HC1) for the Treatment of Type 2 Diabetes MORRISVILLE, N.C. (January 25, 2013) – Furiex Pharmaceuticals, Inc. (NAS

Financial Statements and Exhibits, Other Events - FORM 8-K

Form 8-K 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) January 25, 2013 FURIEX PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-34641 27-11978

FURX / Furiex Pharmaceuticals, Inc. / GREAT POINT PARTNERS LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Furiex Pharmaceuticals, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 36106P101 (CUSIP Number) November 29, 2012 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate

Three Months Ended

furx201210318kex99-1.htm Exhibit 99.1 Contact Media/Analysts/Investors: Sailash Patel 919.456.7814 [email protected] Furiex Reports Third Quarter 2012 Financial Results Third Quarter 2012 Highlights: ● Milestone revenue of $10.0 million related to Priligy® regulatory milestones. ● Royalty revenue of $5.6 million, an increase of $2.5 million (81.4%) from second quarter 2012. ● Amended Loan a

Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 8-K

furx201210318k.htm 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) November 1, 2012 FURIEX PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-3464

Sailash Patel

Press Release issued August 2, 2012 Exhibit 99.1 Contact Media/Analysts/Investors: Sailash Patel 919.456.7814 [email protected] Furiex Pharmaceuticals Amends Current Loan and Security Agreement, Adding an Additional $30.0 Million MORRISVILLE, N.C. (August 2, 2012)—Furiex Pharmaceuticals, Inc. (NASDAQ: FURX) announced today it has restructured its Loan and Security Agreement (Agreement) with

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events - FORM 8-K

Form 8-K 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 2, 2012 FURIEX PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-34641 27-1197863 (State or other jurisdiction of incorporation)

Sailash Patel

Press release Exhibit 99.1 Contact Media/Analysts/Investors: Sailash Patel 919.456.7814 [email protected] Furiex Reports Second Quarter 2012 Financial Results Second Quarter 2012 Highlights: • Milestone revenue of $10.0 million related to the acceptance of the submission of a Marketing Authorization Application by the European Medicines Agency for alogliptin in May 2012. • Royalty revenue o

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 d390836d8k.htm FORM 8-K 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 2, 2012 FURIEX PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation)

Financial Statements and Exhibits, Other Events

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) July 30, 2012 FURIEX PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-34641 27-1197863 (Commissi

Sailash Patel

EXHIBIT 99.1 Contact Media/Analysts/Investors: Sailash Patel 919.456.7814 [email protected] Furiex Pharmaceuticals Announces Closing of Priligy® Asset Transfer and License Agreements MORRISVILLE, N.C. (July 30, 2012) – Furiex Pharmaceuticals, Inc. (NASDAQ: FURX) today announced it has completed the closings under the previously announced Asset Transfer Agreement with ALZA Corporation and Ja

FURX / Furiex Pharmaceuticals, Inc. / ESHELMAN FREDRIC N - SCHEDULE 13D AMENDMENT NO. 12 Activist Investment

Schedule 13D Amendment No. 12 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 12)* FURIEX PHARMACEUTICALS, INC. (Name of Issuer) Common Stock, $0.001 Par Value (Title of Class of Securities) 36106P101 (CUSIP Number) Fredric N. Eshelman 300 North Third Street, Suite 110 Wilmington, NC 28401 with a copy to:

FURX / Furiex Pharmaceuticals, Inc. / ESHELMAN FREDRIC N - SCHEDULE 13D AMENDMENT NO. 11 Activist Investment

Schedule 13D Amendment No. 11 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 11)* FURIEX PHARMACEUTICALS, INC. (Name of Issuer) Common Stock, $0.001 Par Value (Title of Class of Securities) 36106P101 (CUSIP Number) Fredric N. Eshelman 300 North Third Street, Suite 110 Wilmington, NC 28401 with a copy to:

FURX / Furiex Pharmaceuticals, Inc. / ESHELMAN FREDRIC N - SCHEDULE 13D AMENDMENT NO. 10 Activist Investment

Schedule 13D Amendment No. 10 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 10)* FURIEX PHARMACEUTICALS, INC. (Name of Issuer) Common Stock, $0.001 Par Value (Title of Class of Securities) 36106P101 (CUSIP Number) Fredric N. Eshelman 300 North Third Street, Suite 110 Wilmington, NC 28401 with a copy to:

Submission of Matters to a Vote of Security Holders - FORM 8-K

Form 8-K 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) May 24, 2012 FURIEX PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-34641 27-1197863 (

FURX / Furiex Pharmaceuticals, Inc. / ESHELMAN FREDRIC N - SCHEDULE 13D AMENDMENT NO. 9 Activist Investment

Schedule 13D Amendment No. 9 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 9)* FURIEX PHARMACEUTICALS, INC. (Name of Issuer) Common Stock, $0.001 Par Value (Title of Class of Securities) 36106P101 (CUSIP Number) Fredric N. Eshelman 300 North Third Street, Suite 110 Wilmington, NC 28401 with a copy to: S

Sailash Patel

Press release issued May 14, 2012. Exhibit 99.1 Contact Media/Analysts/Investors: Sailash Patel 919.456.7814 [email protected] Furiex Pharmaceuticals Announces Agreement to Transfer Priligy® Product Rights Morrisville, N.C. (May 14, 2012) - Furiex Pharmaceuticals, Inc. (NASDAQ: FURX) announced that it has entered into an agreement with ALZA Corporation and Janssen Pharmaceutica, N.V. whereb

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events - FORM 8-K

Form 8-K 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) May 14, 2012 FURIEX PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-34641 27-1197863 (

Furiex Pharmaceuticals and Menarini Announce License Agreement for Priligy®

EX-99.2 3 d353156dex992.htm PRESS RELEASE ISSUED MAY 14, 2012. Exhibit 99.2 Furiex Pharmaceuticals and Menarini Announce License Agreement for Priligy® MORRISVILLE, N.C. and FLORENCE, ITALY (May 14, 2012) – Furiex Pharmaceuticals, Inc. (NASDAQ: FURX) and Menarini Group today announced that they have entered into a license agreement by which Furiex will license to Menarini rights to commercialize P

Sailash Patel

Press Release Exhibit 99.1 Contact Media/Analysts/Investors: Sailash Patel 919.456.7814 [email protected] Furiex Reports First Quarter 2012 Financial Results First Quarter 2012 Highlights: • First quarter 2012 royalty revenue of $2.6 million, an increase of $0.7 million (approximately 33%) from fourth quarter 2011. • Cash and cash equivalents balance of $31.6 million as of March 31, 2012. M

Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 8-K

Form 8-K 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) May 3, 2012 FURIEX PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-34641 27-1197863 (C

- DEFINITIVE ADDITIONAL MATERIALS

Definitive Additional Materials SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy Statement x Definitive Additional Materials ¨ Soliciting Material Pursuant to § 240.

- DEFINITIVE PROXY STATEMENT

Definitive Proxy Statement SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy Statement ¨ Definitive Additional Materials ¨ Soliciting Material Pursuant to § 240.

AMENDED AND RESTATED JOINT FILING AGREEMENT

Exhibit 99.1 AMENDED AND RESTATED JOINT FILING AGREEMENT This Amended and Restated Joint Filing Agreement (this “Agreement”) amends and restates the Joint Filing Agreement, dated February 14, 2012, by and among Invus Public Equities, L.P., Invus Public Equities Advisors, LLC, Ulys, L.L.C. and Raymond Debbane. The undersigned agree that the statement on Schedule 13G with respect to the Common Stock

FURX / Furiex Pharmaceuticals, Inc. / Invus Public Equities, L.p. - SCHEDULE 13G/A - FURIEX PHARMACEUTICALS, INC. Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* FURIEX PHARMACEUTICALS, INC. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 36106P101 (CUSIP Number) March 31, 2012 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate t

FURX / Furiex Pharmaceuticals, Inc. / ESHELMAN FREDRIC N - SCHEDULE 13D AMENDMENT NO. 8 Activist Investment

SC 13D/A 1 d315002dsc13da.htm SCHEDULE 13D AMENDMENT NO. 8 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 8)* FURIEX PHARMACEUTICALS, INC. (Name of Issuer) Common Stock, $0.001 Par Value (Title of Class of Securities) 36106P101 (CUSIP Number) with a copy to: Fredric N. Eshelman 300 North Third Street, Su

Financial Statements and Exhibits, Results of Operations and Financial Condition

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