CONFORMED COPY

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1933

~~June~~July 3013, 2009

Pharmaxis Ltd

2/10 Rodborough Road,
Frenchs Forest, NSW 2086
Australia

(Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.)


Form 20-F þ		Form 40-F o

(Indicate by check mark whether the registrant by furnishing the information contained in this form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.)


Yes o		No þ

(If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- .)

ASX/Nasdaq Media Release 3013 ~~June~~July 2009

Pharmaxis ~~Closes~~to ~~Share~~Voluntarily ~~Purchase~~De-List ~~Plan~~from Nasdaq

Pharmaxis (ASX: PXS, Nasdaq: PXSL) today announced ita ~~had~~decision ~~raised~~to ~~A$7.2 million~~voluntarily de-list from ~~its Share Purchase Plan which closed on 24 June 2009. Shareholders of~~ the ~~company were given the opportunity~~ toNasdaq ~~purchase~~Global upMarket ~~to $5,000 worth of shares each at the $2~~(“Nasdaq”).~~35 price paid by institutional investors in~~ ~~the recent placement.~~

APharmaxis ~~total~~has ofrecently ~~1,584~~completed ~~shareholders~~a ~~participated~~review inof the ~~plan~~demand ~~under~~from ~~which~~existing and potential international investors for the ~~company~~secondary ~~will~~listing ~~issue approximately~~of ~~3 million~~its ~~new~~American ~~shares~~Depositary Shares (“ADS’s”) on Nasdaq and ~~receive~~the volume ~~funds~~of Pharmaxis ADS trading in the secondary Nasdaq market. The review concluded that the benefits of ~~approximately~~the $7Nasdaq listing could no longer justify the related ongoing costs.~~2 million.~~

DrPharmaxis ~~Alan~~will ~~Robertson,~~file ~~Chief~~a ~~Executive~~Form 25 ~~Officer~~with ofthe ~~Pharmaxis~~SEC ~~said,~~on ~~“We~~23 ~~are~~July 2009 ~~very~~to ~~encouraged~~commence ~~and~~the Nasdaq delisting ~~appreciative~~process. ofIt is expected that the ~~level~~de-listing ofwill ~~support~~take ~~from~~effect ~~our~~at ~~shareholders.~~the ~~The~~close ~~total~~of ~~proceeds~~trading of ~~the~~Nasdaq ~~placement~~on 3 ~~and~~August 2009. ~~share~~Pharmaxis ~~purchase~~will ~~plan~~then offile ~~$54~~a Form ~~million~~15F ~~puts~~with usthe inU.S. aSecurities ~~strong~~and ~~position~~Exchange ~~from~~Commission (“SEC”) ~~which~~ to ~~take~~terminate ~~our~~its ~~products~~ registration and to suspend its reporting obligations under the ~~global~~Securities Exchange ~~markets~~Act of 1934.”

~~Shares~~The ~~will~~Company’s beprimary ~~issued~~listing ~~today,~~on 30the ~~June 2009,~~Australian ~~and~~Securities ~~are~~Exchange ~~expected~~will tocontinue without change. While the Company’s securities will not be listed on any exchange in the ~~Australian~~United States after the ~~Securities~~deregistration ~~Exchange~~process onis 2complete, ~~July 2009.~~Pharmaxis ~~Holding~~intends ~~statements~~to retain its Level 1 ADS program. Pharmaxis ADS will betherefore ~~posted~~continue onto ortrade ~~about~~in the U.S. “over the counter” market. There are no costs associated with retaining the Level 1 ~~July 2009~~ADS program.

All ADS holders will shortly receive a formal notice advising them of the change in the program and providing instructions on how to proceed. The anticipated timetable for the de-listing from NASDAQ and downgrade of the ADS program is set out as follows (New York time):

3 August 2009 — Termination of NASDAQ listing and change of ADS program
3 August 2009 — Registration with the SEC suspended
21 October 2009 — Deregistration with the SEC effective

#ends#

SOURCE: Pharmaxis Ltd, Sydney, Australia CONTACT: ~~Alan~~David ~~Robertson~~McGarvey — Chief ~~Executive~~Financial Officer Ph: +61 2 9454 7200 or email ~~alan~~david.~~robertson~~mcgarvey@pharmaxis.com.au

RELEASED THROUGH: Australia: Felicity Moffatt, phone +61 418 677 701 or email felicity.moffatt@pharmaxis.com.au United States: Brandon Lewis, Trout Group, phone +1 646 378 2915 or email blewis@troutgroup.com

~~United~~Page ~~States: Brandon Lewis, Trout Group, phone +~~1 ~~646~~of ~~378 2915 or email blewis@troutgroup.com~~1

Forward-Looking Statements The statements contained in this media release that are not purely historical are forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements in this media release include statements regarding our expectations, beliefs, hopes, goals, intentions, initiatives or strategies, including statements regarding the potential for Aridol and/or Bronchitol. All forward-looking statements included in this media release are based upon information available to us as of the date hereof, and we assume no obligation to update any such forward-looking statement as a result of new information, future events or otherwise. We can not guarantee that any product candidate will receive FDA or other regulatory approval or that we will seek any such approval. Factors that could cause or contribute to such differences include, but are not limited to, factors discussed in the “Risk Factors and Other Uncertainties” section of our Form 20-F lodged with the U.S. Securities and Exchange Commission.

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, thereunto duly authorized.

	Pharmaxis Ltd (Registrant)
Date: June 30, 2009	By:	/s/ David McGarvey
Date: July 13, 2009	By:	/s/ David McGarvey
		Name:	David McGarvey
		Title:	Chief Financial Officer

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