SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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) ~~June~~ July 718, 2005

aaiPharma Inc.

(Exact Name of Registrant as Specified in its Charter)


Delaware	0-21185	04-2687849
(State or Other Jurisdiction	(Commission File Number)	(I.R.S. Employer
of Incorporation)		Identification No.)

2320 Scientific Park Drive
Wilmington, North Carolina 28405

(Address of Principal Executive Offices)
(Zip Code)

(910) 254-7000

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former name or former address, if changed from last report)

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):

o Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4c))

Item 21.0301. ~~Creation~~Entry ofinto a ~~Direct~~Material ~~Financial~~Definitive ~~Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant~~Agreement.

On ~~June~~May 36, 2005, ~~the United States Bankruptcy Court for the District of Delaware entered an order permitting~~ aaiPharma Inc. (the “Company”) and one of its subsidiaries, toaaiPharma ~~incur all borrowings~~LLC, ~~permitted~~entered ~~under~~into aan ~~financing~~Asset ~~agreement~~Purchase Agreement (the “~~DIP~~Purchase ~~Facilities~~Agreement”) ~~entered~~with ~~into~~Xanodyne ~~on May 12~~Pharmaceuticals, ~~2005 between~~ Inc. (the ~~Company~~“Buyer”) ~~and~~for ~~its~~the ~~domestic~~sale ~~subsidiaries~~or ~~and~~license ~~Silver~~of ~~Point~~substantially ~~Finance,~~all ~~LLC,~~of asthe ~~collateral~~assets ~~agent, Bank~~ of ~~America,~~the NCompany’s Pharmaceuticals Division.~~A.,~~ asThe aPurchase ~~lender~~Agreement ~~and~~provides asthat ~~administrative~~the ~~agent~~Buyer ~~and~~will ~~Sea~~purchase ~~Pines~~or ~~Funding LLC~~license, ~~TRS Thebe LLC,~~ ~~SIL~~among ~~Loan~~other ~~Funding LLC~~things, ~~SPCP~~the ~~Group~~following ~~LLC~~(collectively, ~~SPF~~the ~~CDO~~“Pharmaceutical I,Assets”): ~~LLC and Goldman Sachs Credit Partners, L.P., as~~(i) substantially ~~lenders.~~all Oncurrently ~~June 7,~~marketed ~~2005,~~pharmaceutical ~~the~~products ~~Company~~(including ~~satisfied~~ the ~~remaining~~inventory ~~conditions~~of tosuch ~~borrowing~~products); ~~under~~ (ii) the ~~DIP~~rights ~~Facilities~~to ~~and~~three ~~drew~~“pipeline” ~~the~~products ~~full~~(i.e. ~~$180 million~~products ~~term~~which ~~loan available under~~ the ~~DIP~~Company ~~Facilities.~~is ~~The~~currently developing); ~~proceeds~~(iii) the ofoption ~~this~~to ~~borrowing~~purchase ~~were~~certain ~~used~~products tobeing ~~repay~~developed inor ~~full~~which ~~the~~may ~~indebtedness~~be ~~outstanding~~developed ~~under~~in the ~~Company’s~~future ~~existing~~by ~~senior~~the ~~credit~~Company, ~~facilities.~~concerning Incertain ~~addition~~compounds, toand ~~the $180~~(iv) ~~million~~a ~~term~~50% ~~loan,~~interest ~~the~~in ~~DIP~~an additional ~~Facilities~~“pipeline” ~~include a $30 million revolving loan facility~~product. ~~The~~A ~~terms~~copy of the ~~DIP~~Purchase ~~Facilities~~Agreement ~~are described~~was infiled ~~Item~~as Exhibit 110.011 ofto the Company’s Current Report on Form 8-K ~~dated~~filed with the Securities and Exchange Commission on May 12, 2005, ~~which~~and is incorporated herein by reference, as is the description of the Purchase Agreement included in Item 1.01 of that report.

~~SIGNATURES~~ On July 18, 2005, the Company and aaiPharma LLC entered into a Second Amendment to Asset Purchase Agreement (the “Second Amendment”) with the Buyer to amend certain terms of the Purchase Agreement. The Second Amendment increases the cash purchase price for the assets to be sold under the Purchase Agreement to $209.25 million, subject to potential adjustment and royalty payments. The Second Amendment amends the Purchase Agreement to provide that if the sale is not completed by October 8, 2005, the purchase price is to be reduced by $1.5 million on each weekly anniversary of October 8, 2005, up to a maximum aggregate reduction of $6.0 million, except for any such week that the Buyer is in breach of any covenant or agreement contained in the Purchase Agreement which would result in a failure of specified conditions to closing. In addition, as amended by the Second Amendment, the Purchase Agreement would permit the Buyer to terminate the Purchase Agreement if the sale is not completed by November 6, 2005 and in that event to receive reimbursement for certain of its expenses up to $1.75 million and to remain entitled to the payment of a break-up fee of up to $4.0 million under the terms of the Purchase Agreement. The Second Amendment also adds an obligation of the Buyer, subject to certain conditions, to enter into an agreement at the closing of the sale to purchase a minimum of $30 million (subject to reduction to $20 million if a certain condition is not satisfied by April 30, 2006) of services to be provided by the Company’s Development Services Division over the next three years following the closing.

~~Pursuant~~The Company and aaiPharma LLC had earlier entered into a First Amendment to Asset Purchase Agreement (the ~~requirements~~“First Amendment”) dated as of June 7, 2005 with the ~~Securities~~Buyer ~~Exchange~~to ~~Act~~amend provisions of the ~~1934,~~Purchase Agreement governing the ~~registrant~~procedures ~~has~~for ~~duly~~interested parties to bid to acquire the ~~caused~~Pharmaceutical ~~this~~Assets ~~report~~and to beincrease ~~signed~~the maximum amount of expense reimbursement and to reduce the amount of the break-up fee to the amounts set forth above. The bidding process contemplated by the Purchase Agreement resulted in the modifications to the Purchase Agreement reflected by the Second Amendment, and on ~~its~~July 18, ~~behalf~~2005, the United States Bankruptcy Court for the District of Delaware approved the Purchase Agreement as amended by the ~~undersigned~~First ~~hereunto~~Amendment ~~duly~~and ~~authorized~~the Second Amendment.

Date: June 13, 2005	aaiPharma Inc.
	By:	/s/ Matthew S. Czajkowski
		Matthew E. Czajkowski, Chief Administrative Officerand Chief Financial Officer

The Second Amendment and the First Amendment are filed as Exhibits 10.1 and 10.2, respectively, and are incorporated herein by reference, and the descriptions of the Second Amendment and the First Amendment contained herein are qualified in their entirety by the terms of the Second Amendment and the First Amendment, respectively.

Item 9.01. Financial Statements and Exhibits.


Exhibit 10.1		Second Amendment to Asset Purchase Agreement between Xanodyne Pharmaceuticals, Inc., aaiPharma Inc. and aaiPharma LLC dated as of July 18, 2005

Exhibit 10.2		First Amendment to Asset Purchase Agreement between Xanodyne Pharmaceuticals, Inc., aaiPharma Inc. and aaiPharma LLC dated as of June 7, 2005

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.


Date: July 22, 2005

	aaiPharma Inc.

	By:	/s/ Matthew E. Czajkowski

		Matthew E. Czajkowski, Chief Administrative Officer and Chief Financial Officer

Exhibit Index


Exhibit		Description

Exhibit 10.1		Second Amendment to Asset Purchase Agreement between Xanodyne Pharmaceuticals, Inc., aaiPharma Inc. and aaiPharma LLC dated as of July 18, 2005

Exhibit 10.2		First Amendment to Asset Purchase Agreement between Xanodyne Pharmaceuticals, Inc., aaiPharma Inc. and aaiPharma LLC dated as of June 7, 2005

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