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):September 20, 2004

Lifecore Biomedical, Inc.

(Exact name of Registrant as specified in its charter)

Minnesota	O-4136	41-0948334
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employer Identification No.)
3515 Lyman Boulevard
Chaska, Minnesota		55318
(Address of principal executive		(Zip Code)
offices)

Registrant’s telephone number, including area code: 952-368-4300

TABLE OF CONTENTS

	Item 1.02 Termination of a Material Definitive Agreement
	Item 9.01 Financial Statements and Exhibits
SIGNATURE
	Exhibit Index
Press Release

Item 1.02 Termination of a Material Definitive Agreement

     On September 20, 2004, the Company entered into an agreement to terminate its Conveyance, License, Development and Supply Agreement (the “Supply Agreement”) dated August 8, 1994, with Ethicon, Inc., relating to the development, supply and distribution of hyaluronic acid-based products to prevent the formation of surgical adhesions.

     Under the terms of the Supply Agreement, Ethicon, through its Gynecare division, distributed a product under the name GYNECARE INTERGEL* Adhesion Prevention Solution prior to March 28, 2003. On March 27, 2003, a voluntary withdrawal of Intergel from the market was initiated in order to assess information obtained during the post-marketing experience with Intergel.

     The termination agreement provides for the transfer of worldwide marketing and distribution rights to the Company’s ferric hyaluronan adhesion prevention product from Ethicon to the Company, and further provides that Ethicon will have no responsibility for any aspect of the future manufacture, marketing, sale or distribution of the product nor will it derive any financial benefit therefrom.

     A copy of the press release announcing the termination of the Supply Agreement is filed as Exhibit 99.1 hereto.

* Trademark of Ethicon, Inc.

Item 9.01 Financial Statements and Exhibits

     (c) The following exhibit is being furnished herewith:

     99.1      Press release dated September 20, 2004

SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	LIFECORE BIOMEDICAL, INC.
Dated: September 23, 2004	/s/ Dennis J. Allingham
	Dennis J. Allingham
	Chief Executive Officer and President

Exhibit Index

99.1 Press release dated September 20, 2004

EX-99.1

Exhibit 99.1

LIFECORE SECURES WORLDWIDE MARKETING RIGHTS TO
ANTI-ADHESION PRODUCT

     CHASKA, MN. — September 20, 2004 — LIFECORE BIOMEDICAL, INC. (NASDAQ: LCBM) announced today that it has secured worldwide marketing rights to its ferric hyaluronan adhesion prevention product from Ethicon, Inc. Lifecore’s product, which was previously marketed by Gynecare, a division of Ethicon, Inc. (“Gynecare”), under the trademark GYNECARE INTERGEL* Adhesion Prevention Solution, was voluntarily withdrawn from the market by Gynecare on March 27, 2003 to assess information obtained from its usage in the treatment of patients.

     Lifecore now intends to seek necessary regulatory approvals to return its product to market and, concurrently, to seek a new partner for worldwide marketing, sales and distribution. If returned to market, Lifecore’s product will be marketed under a different trademark. Under the agreement, Gynecare will have no responsibility for any aspect of the future manufacture, marketing, sale or distribution of the product nor will it derive any financial benefit therefrom.

     “We continue to have full confidence in the efficacy and safety of our ferric hyaluronan adhesion-prevention product and are pleased that this agreement will enable Lifecore to move forward with plans aimed at returning the product to the market,” said Dennis J. Allingham, President and CEO.

* Trademark of Ethicon, Inc.

Safe Harbor Statement

     Certain statements in this release are forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995, including statements related to obtaining regulatory approvals, remarketing the ferric hyaluronan adhesion prevention product, the safety and efficacy of the product and the Company’s ability to secure an effective partner for the distribution of the product. Certain factors may affect whether these anticipated events will occur, including numerous risks and uncertainties in the complex regulatory approval process, whether the product will gain sufficient market acceptance following a voluntary withdrawal, competitive aspects of the anti-adhesion market, and reliance on corporate partners to market hyaluronan products. Actual results may differ materially from those implied. Investors are strongly cautioned to review more detailed discussions of those risks presented in the Company’s filings with the Securities and Exchange Commission, including exhibit 99.1 to Lifecore’s annual report on Form 10-K for the fiscal year ending June 30, 2004.

About Lifecore Biomedical

     Lifecore Biomedical develops, manufactures, and markets biomaterials and medical devices for use in various surgical markets.

     News and general information are available through the Company’s website at www.lifecore.com or by telephone at 952-368-4300.

Contact:
	Dennis J. Allingham, President and CEO David M. Noel, Vice President of Finance and CFO

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