Item 2.02. Completion of Acquisition or Disposition of Assets.

On March 31, 2009 Insmed Incorporated closed the sale of all of the Company's assets and intellectual property related to its follow-on biologics business to a subsidiary of Merck & Co., Inc. As a result of the closing Insmed has now received $130 million in cash, the aggregate purchase price for the assets, with $5 million received in two equal monthly installments prior to this final close and $125 million received on March 31, 2009. After fees, taxes and other costs related to the transaction, the Company expects net proceeds of approximately $123 million. A copy of the Asset Purchase Agreement has been previously filed and is incorporated by reference herein as Exhibit 2.1.

The Company issued a press release on March 31, 2009 to announce the Asset Purchase Agreement, a copy of which is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No. Description

2.1 Asset Purchase Agreement between Protein Transaction, LLC (a wholly owned subsidiary of Merck & Co., Inc.), Insmed Incorporated and Merck & Co., Inc., dated February 12, 2009 (previously filed as Exhibit 10.1 to Insmed Incorporated's Current Report on Form 8-K on February 13, 2009 and incorporated herein by reference).

99.1 Press Release issued by Insmed Incorporated on March 31, 2009.

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