-------------------------------------------------------------------------------- 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): 12/08/2005 INSMED INCORPORATED (Exact Name of Registrant as Specified in its Charter) Virginia 0-30739 54-1972729 (State or Other Jurisdiction of (Commission (I.R.S. Employer Incorporation or Organization) File Number) Identification No.) 4851 Lake Brook Drive, Glen Allen, Virginia 23060 (Address of Principal Executive Offices) (Zip Code) (804) 565-3000 (Registrant's Telephone Number, Including Area Code) 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 (17CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17CFR 240.13e-4(c)) -------------------------------------------------------------------------------- Item 8.01 Other Events On December 08, 2005, Insmed Incorporated (the "Company") issued a press release in response to the commencement of a lawsuit by Tercica, Inc. against the Company. The Company's press release is attached as Exhibit 99.1 to this report on Form 8-K and incorporated herein by reference. Item 9.01 Financial Statements and Exhibits Press release issued by Insmed Incorporated on December 08, 2005. -------------------------------------------------------------------------------- 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. Insmed Incorporated Date: December 08, 2005 By: /s/ Geoffrey Allan, Ph.D. -------------------------- Geoffrey Allan, Ph.D. President, Chief Executive and Principal Executive -------------------------------------------------------------------------------- Exhibit Index Exhibit No. Description ----------- ----------- EX- 99.1 Press Release entitled "Insmed Responds to Complaint Filed by Tercica"