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 24, 2009

Repligen Corporation

(Exact name of registrant as specified in charter)

Delaware	0-14656	04-2729386
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

41 Seyon Street, Bldg. 1, Suite 100, Waltham, MA 02453

(Address of Principal Executive Offices) (Zip Code)

(781) 250-0111

(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 (see General Instruction A.2. below):

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

On August 24, 2009, Glenn L. Cooper, M.D. was elected to the Board of Directors (the “Board”) of Repligen Corporation (the “Company”). Dr. Cooper is currently retired.

Dr. Cooper will receive the customary compensation paid to the Company’s non-employee directors. Each non-employee director receives $6,250 per quarter and $1,500 plus expenses for each Board meeting they attend. Under the 2001 Repligen Corporation Stock Plan, each newly-elected, non-employee director who joins the Board is entitled to receive an option to purchase 24,000 shares of Common Stock on the date he or she joins the Board (an “Initial Board Option”). These Initial Board Options vest equally over a three-year period from the date of grant. In addition, each non-employee director is granted an option to purchase 20,000 shares of Common Stock (the “Annual Board Options” and together with the Initial Board Option, the “Board Options”) at the time of each annual stockholder meeting. These options vest in full on the first anniversary of the date of the grant, provided such person is still a director on such anniversary. Board Options have a term of ten years, subject to early termination in the event of death, removal or resignation from the Board. All of these stock options will have an exercise price equal to the fair market value of the stock on the date the stock option is granted.

There are no arrangements or understandings between Dr. Cooper and any other persons pursuant to which Dr. Cooper was selected as a director. There have been no transactions since the beginning of the Company’s last fiscal year, or any currently proposed transaction, in which the Company was or is to be a participant, in which the amount involved exceeds $120,000, and in which Dr. Cooper had, or will have, a direct or indirect material interest.

The Company has issued a press release announcing Dr. Cooper’s election to the Board and has attached a copy of such press release as Exhibit 99.1 hereto.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

99.1 Press Release by Repligen Corporation, August 25, 2009.

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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.

	REPLIGEN CORPORATION
Date: August 25, 2009	By:	/s/ Walter C. Herlihy
		Walter C. Herlihy President and Chief Executive Officer

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EX-99.1

Exhibit 99.1

RepliGen	Repligen Corporation 41 Seyon Street Building #1, Suite 100 Waltham, Massachusetts 02453 Telephone: 781-250-0111 Telefax: 781-250-0115
FOR IMMEDIATE RELEASE

CONTACT:

Laura Whitehouse

VP, Market Development

(781) 419-1812

Repligen Elects Glenn L. Cooper, M.D. to the Board of Directors

WALTHAM, MA – August 25, 2009 – Repligen Corporation (NASDAQ: RGEN) announced today that Glenn L. Cooper, M.D. has been elected to its Board of Directors. Dr. Cooper has extensive leadership experience in the pharmaceutical and biotechnology industries with expertise in transforming development stage companies into commercial organizations. Dr. Cooper was formerly the Chairman and Chief Executive Officer of Indevus Pharmaceuticals, Inc., a specialty pharmaceutical company focused on urology and endocrinology. Under his tenure, Indevus grew from a 25-employee development stage company to a fully integrated pharmaceutical organization with five marketed products, over $100 million in annual sales, and an advanced clinical pipeline. Indevus was acquired by Endo Pharmaceuticals, Inc. in March 2009.

“Dr. Cooper’s clinical background and proven business acumen make him an ideal addition to Repligen’s Board of Directors,” stated Walter C. Herlihy, President and Chief Executive Officer of Repligen. “Through his experience at Indevus, he will provide us with strategic leadership and guidance as we develop innovative products and work to build a sustainable biopharmaceutical company.”

Prior to joining Indevus in 1993, Dr. Cooper held numerous executive level positions, including President and Chief Executive Officer of Progenitor, Inc., Executive Vice President and Chief Operating Officer of Sphinx Pharmaceuticals Corporation, and various clinical and regulatory positions with Eli Lilly. Dr. Cooper has participated in the development, approval and commercialization of numerous drugs, including Prozac^®, Axid^®, Lorabid^®, Ceclor^®, SANCTURA^® , SANCTURA XR^®, Supprelin-LA^®, and Vantas^®. Dr. Cooper received an M.D. from Tufts University School of Medicine, performed his postdoctoral training in Internal Medicine and Infectious Diseases at the New England Deaconess Hospital and the Massachusetts General Hospital and received a B.A. from Harvard College.

About Repligen Corporation

Repligen Corporation is a biopharmaceutical company focused on the development of novel therapeutics for neurological disorders. In addition, we are the world’s leading supplier of recombinant Protein A, the sales of which partially fund the advancement of our development pipeline while supporting our financial stability. Repligen’s corporate headquarters are located at 41 Seyon Street, Building #1, Suite 100, Waltham, MA 02453. Additional information may be requested from www.repligen.com.

This press release contains forward-looking statements which are made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The forward-looking statements in this release do not constitute guarantees of future performance. Investors are cautioned that statements in this press release which are not strictly historical statements, including, without limitation, statements regarding current or future financial performance and position, management’s strategy, plans and objectives for future operations, plans and objectives for product development, plans and objectives for present and future clinical trials and results of such trials, plans and objectives for regulatory approval, litigation, intellectual property, product development, manufacturing plans and performance such as the anticipated growth in the monoclonal antibody market and our other target markets and projected growth in product sales, constitute forward-looking statements. Such forward-looking statements are subject to a number of risks and uncertainties that could cause actual results to differ materially from those anticipated, including, without limitation, risks associated with: the success of current and future collaborative relationships, the market acceptance of our products, our ability to compete with larger, better

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Repligen Elects Glenn L. Cooper, M.D. to the Board of Directors, August 25, 2009

financed pharmaceutical and biotechnology companies, new approaches to the treatment of our targeted diseases, our expectation of incurring continued losses, our uncertainty of product revenues and profits, our ability to generate future revenues, our ability to raise additional capital to continue our drug development programs, the success of our clinical trials, our ability to develop and commercialize products, our ability to obtain required regulatory approvals, our compliance with all Food and Drug Administration regulations, our ability to obtain, maintain and protect intellectual property rights for our products, the risk of litigation regarding our intellectual property rights, our limited sales and manufacturing capabilities, our dependence on third-party manufacturers and value added resellers, our ability to hire and retain skilled personnel, our volatile stock price, and other risks detailed in Repligen’s filings with the Securities and Exchange Commission. Repligen assumes no obligation to update any forward-looking information contained in this press release or with respect to the announcements described herein.

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