UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

~~Pursuant~~Date toof ~~Section 13 or 15(d)~~Report (Date of ~~the~~earliest ~~Securities~~event ~~Exchange~~reported): ~~Act~~January 23, ~~of 1934~~ 2008

~~Date~~MGI PHARMA, ~~of Report~~ INC. (~~Date~~Exact name of registrant ~~earliest~~as ~~event~~specified ~~reported):~~in ~~July 3,~~its ~~2006~~charter)

MGI PHARMA, INC.

Minnesota		0-10736		41-1364647
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

~~(Exact~~5775 ~~name~~West Old ofShakopee ~~registrant~~Road, ~~as specified in its charter)~~Suite 100

Minnesota		0-10736		41-1364647
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification No.)

Bloomington, Minnesota 55437-3174
(Address of principal executive offices)

5775 West Old Shakopee Road, Suite 100, Bloomington, Minnesota		55437
(Address of principal executive offices)		(Zip Code)

(952) 346-4700

(Registrant’s telephone number, including area code~~: (952~~) ~~346-4700~~

~~(Former name or former address, if changed since last report)~~Not applicable

~~Check~~(Former ~~the~~Name ~~appropriate~~or Former ~~box~~Address, ~~below~~ if ~~the~~Changed ~~Form~~Since ~~8-K~~Last ~~filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:~~ Report)

oCheck ~~Written~~the ~~communications~~appropriate ~~pursuant~~box below toif ~~Rule~~the Form ~~425~~8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the ~~Securities~~following ~~Act~~provisions (17see ~~CFR~~General ~~230~~Instruction A.~~425~~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-4(c))

~~INFORMATION~~Item TO5.01. BEChange ~~INCLUDED~~in INControl ~~THE~~of ~~REPORT~~ Registrant.

~~Section~~As previously announced, on December 110, —2007, ~~Registrant~~MGI PHARMA, INC., a Minnesota corporation (“MGI PHARMA”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Eisai Co., Ltd., a corporation organized under the laws of Japan (“Eisai”), and Jaguar Acquisition Corp., a Minnesota corporation and an indirect wholly-owned subsidiary of Eisai (“Purchaser”), under which Purchaser would commence a tender offer (the “Offer”) for all of the outstanding shares of MGI PHARMA’s ~~Business~~common stock (including the associated rights to purchase Series A Junior Participating Preferred Stock, the “Shares”) for a purchase price of $41.00 per share, net to the holder thereof, in cash, without interest and subject ~~Operations~~to the applicable withholding of taxes (the “Offer Price”) and Purchaser would subsequently merge with and into MGI PHARMA (the “Merger”).

~~Item~~Pursuant to the Merger Agreement, Purchaser commenced the Offer to purchase the Shares, upon the terms and subject to the conditions set forth in the Offer to Purchase dated December 121, 2007 and the related Letter of Transmittal, each as amended and supplemented from time to time, on December 21, 2007.01 The Offer expired at midnight, New York City time, on Tuesday, January 22, 2008, at which time, based on the information provided by Computershare Trust Company, N.A., ~~Entry~~the ~~into~~depositary for the Offer, 78,363,716 Shares were tendered and not withdrawn prior to the expiration of the Offer (including 18,933,563 Shares subject to guaranteed delivery procedures), which represent approximately 72.9% of the issued and outstanding Shares (excluding such Shares tendered pursuant to guaranteed delivery procedures). Based on the Offer Price, the value of such Shares purchased by Purchaser was approximately $2.44 billion (excluding such Shares tendered pursuant to guaranteed delivery procedures). According to the Offer to Purchase, Eisai will provide Purchaser with sufficient funds to purchase all Shares validly tendered in the Offer and not withdrawn and will provide funding for the Merger. On January 23, 2008, Eisai issued a ~~Material~~press ~~Definitive~~release ~~Agreement~~announcing the results of the initial Offer and the commencement of a subsequent offering period. A copy of the press release is filed as Exhibit 99.1 to this report and is incorporated in this report by reference.

On ~~July~~January 323, ~~2006~~ 2008, ~~MGI~~Eisai ~~PHARMA,~~announced ~~INC~~that Purchaser also had commenced a subsequent offering period for all remaining Shares. During (the ~~“Company”)~~subsequent offering period, ~~entered~~Shares ~~into~~that aare ~~License~~tendered ~~Agreement~~will (be immediately accepted and promptly paid the ~~“Agreement”)~~same ~~with~~purchase ~~Cilag~~price ~~GmbH~~of ~~International~~$41.00 per share, anet ~~limited liability~~to ~~company~~the ~~(“Cilag”)~~holder thereof, ~~with~~in ~~its~~cash, ~~principal~~without ~~place~~interest and subject to the applicable withholding of ~~business~~taxes, inpaid during ~~Switzerland~~the initial offering period. Procedures Afor ~~copy~~tendering ofShares during the ~~Company’s~~subsequent ~~press~~offering ~~release~~period ~~dated~~are ~~July~~the same as during the initial offering period with two exceptions: (1) 6,Shares cannot be delivered by the ~~2006~~guaranteed delivery procedure, isand ~~attached~~(2) pursuant ~~hereto~~to Rule 14d-7(a)(2) promulgated under the Securities Exchange Act of 1934, as ~~Exhibit 99.1~~amended, ~~and~~Shares istendered ~~incorporated~~during the ~~herein~~subsequent byoffering ~~reference~~period may not be withdrawn. The subsequent offering period will expire at midnight, New York City time, on Friday, January 25, 2007, unless further extended.

Pursuant to the ~~Agreement,~~terms of the ~~Company~~Merger ~~has~~Agreement, ~~granted~~Eisai ~~Cilag~~expects anto ~~exclusive~~effect ~~license~~a toMerger ~~develop,~~of ~~distribute~~Purchaser with and ~~commercialize~~into MGI PHARMA. In the Merger, ~~Company’s~~each ~~Dacogen™~~issued and outstanding Share (other than Shares owned by Eisai and Purchaser (~~decitabine~~not held on behalf of third parties) ~~for~~, ~~Injection~~Shares ~~product~~owned by any subsidiary of Eisai (other than Purchaser), Purchaser or MGI PHARMA, and the ~~“Product”~~Shares held by shareholders who are entitled to and who have properly demanded appraisal of such Shares under Minnesota law) will be converted into the right to receive the same $41.00 per Share, net to the holder of such Shares in ~~all~~cash, ~~countries~~without interest and subject to the applicable withholding of taxes, paid in the ~~world~~Offer. ~~with~~Upon consummation of the ~~exception~~Merger, MGI PHARMA will become an indirect wholly-owned subsidiary of Eisai. Eisai intends to complete the ~~United~~Merger ~~States,~~as ~~Canada~~soon as practicable. After the receipt by Purchaser of Shares subject to guaranteed delivery procedures and ~~Mexico~~any (additional Shares that may be tendered during the subsequent ~~“Territory”)~~offering period, Purchaser expects to hold greater than 90% of the outstanding Shares. ~~The~~Purchaser ~~Agreement~~then ~~also~~will ~~provides~~be ~~Cilag~~able ~~with~~to effect the Merger without the need for a ~~worldwide,~~meeting ~~non-exclusive~~of ~~license~~MGI PHARMA stockholders. The MGI PHARMA stockholders who continue to ~~make~~hold their Shares at the ~~Product~~time ~~(or~~of the Merger and fulfill certain other requirements of Minnesota law will have ~~the~~appraisal ~~Product~~rights ~~made)~~under Section 302A.621 of the Minnesota Business Corporation Act in connection with the Merger.

The ~~term~~Merger ~~of the~~ Agreement isprovides that, effective onupon athe ~~country-by-country~~acceptance ~~basis,~~for ~~from~~payment ~~July 3,~~of ~~2006 until~~ the ~~later~~Shares ~~of (i) twenty~~pursuant ~~years~~to ~~after~~ the ~~first~~Offer, Purchaser ~~commercial~~will ~~sale~~be ofentitled ~~Product~~to indesignate ~~the~~such ~~applicable~~number ~~country,~~of ordirectors (~~ii)~~ the “Purchaser ~~expiration~~Designees”), ofrounded ~~all~~up ~~patent~~to ~~rights covering~~ the ~~Product.~~next Inwhole ~~addition~~number, toon ~~other~~MGI ~~customary~~PHARMA’s ~~terms~~board of ~~regarding~~directors (the ~~parties’~~“Board”) ~~rights~~as tois ~~terminate~~equal to the ~~Agreement,~~product ~~Cilag~~of ~~may terminate~~ (i) the ~~Agreement~~total ~~without~~number ~~cause~~of ~~(one~~directors ~~year~~on ~~following~~ the ~~effective~~Board ~~date)~~(after orgiving ~~upon~~effect ~~notification~~to ~~that~~the andirectors ~~additional~~designated ~~clinical~~by ~~trial~~Purchaser ispursuant ~~required~~ to ~~obtain~~the ~~marketing~~Merger ~~authorization~~Agreement) ~~for~~and (ii) the ~~Product~~percentage in that the ~~European~~aggregate ~~Union.~~ number of Shares beneficially owned by Eisai,

The Company licenses the Product from SuperGen, Inc. pursuant to an amended and restated license agreement, dated September 21, 2004, as amended (filed as an exhibit to the Company’s quarterly report on Form 10-Q for the quarter ended September 30, 2004 (File No. 000-10736)). 2

~~Pursuant~~Purchaser toand ~~the~~any ~~terms~~ of their ~~the~~affiliates ~~Agreement,~~bears ~~Cilag~~to ~~paid~~ the ~~Company~~total annumber ~~upfront payment~~ of ~~$10 million~~Shares inthen outstanding ~~consideration~~(disregarding ~~for~~any ~~the~~unvested ~~exclusive distribution rights in the Territory~~ and ~~has~~unexercisable ~~agreed~~MGI toPHARMA ~~make~~options, ~~additional~~restricted ~~milestone~~stock ~~payments~~units, ~~potentially~~stock ~~totaling~~appreciation ~~more~~rights, ~~than~~warrants ~~$47 million,~~and ~~upon~~any ~~successful~~other ~~completion~~unvested ofrights ~~various~~to ~~clinical~~acquire ~~and~~Shares). ~~regulatory~~The ~~milestones.~~Merger InAgreement ~~addition~~also provides that, notwithstanding the ~~Company~~foregoing ~~will~~and ~~receive~~subject ~~royalty~~to ~~payments based~~all onapplicable ~~sales~~provisions onof aMGI ~~country-by-country~~PHARMA’s ~~basis~~Articles of asIncorporation ~~defined~~and ~~under~~Restated ~~the~~Bylaws, ~~Agreement.~~(i) in ~~Cilag~~the isevent ~~obligated~~the toPurchaser ~~make~~Designees ~~fixed~~are ~~payments~~designated to the ~~Company~~Board, ~~for~~at ~~research~~least ~~and~~such ~~development~~number ~~costs~~of ~~associated with obtaining regulatory~~“independent ~~approval~~directors,” ~~for~~as ~~the~~defined ~~Product~~by in the ~~Territory.~~NASDAQ ~~These~~Marketplace ~~research~~ Rules and ~~development~~the ~~payments~~federal securities ~~may~~laws, bewill ~~offset~~continue into ~~part~~serve byon ~~Cilag performing~~the ~~these~~Board ~~activities~~until onthe ~~its~~effective ~~own.~~time of ~~These~~the ~~research~~Merger; and ~~development~~(ii) at ~~funds~~least ~~paid~~one tosuch ~~the Company~~director ~~are~~must to be ~~used~~an ~~for~~“audit committee ~~the~~financial ~~Company’s~~expert” ~~development~~as ofdefined ~~the~~in ~~Product~~Item in401(h) of Regulation S-K and the ~~Territory~~instructions thereto.

In As ~~connection~~a ~~with~~result of the ~~Agreement,~~Purchaser ~~the~~controlling ~~Company~~more than ~~granted~~50% ~~Cilag~~of aMGI ~~royalty-free~~PHARMA’s ~~license~~voting power and its ability to ~~use~~appoint directors to the MGI PHARMA Board, MGI PHARMA qualifies as a “controlled company” as defined ~~Dacogen~~in ~~trademark~~Rule 4350(c)(5) of the NASDAQ Marketplace Rules. Therefore, MGI PHARMA is exempt from the requirements of Rule 4350(c) of the NASDAQ Marketplace Rules with respect to the ~~extent~~MGI ~~owned~~PHARMA orBoard being comprised ~~licensed~~of a majority of “independent directors” as defined by the NASDAQ Marketplace Rules and the ~~Company,~~related ~~throughout~~rules covering the independence of directors serving on the ~~Territory.~~Compensation Committee and the Nominating and Corporate Governance Committee of the MGI PHARMA Board.

~~The Agreement~~ To ~~also~~the ~~provides~~knowledge ~~that~~of ~~the~~MGI ~~Company~~PHARMA, ~~and~~except ~~Cilag~~as ~~will~~set ~~negotiate~~forth herein, ~~and~~there ~~enter~~are ~~into~~no ~~additional agreements~~arrangements, ~~relating~~including toany ~~the~~pledge ~~Product~~by ~~regarding~~any ~~the~~person ~~exchange~~of securities of ~~safety~~MGI ~~data~~PHARMA, ~~manufacturing~~the ~~and~~operation ~~supply,~~of ~~and~~which ~~quality~~may ~~assurance.~~at a subsequent date result in a change of control of the Company.

The foregoing description of the Merger Agreement is qualified in its entirety by reference to the Merger Agreement, a copy of which was filed as Exhibit 2.1 to the Form 8-K filed by MGI PHARMA on December 11, 2007 and is incorporated in this report by reference.

~~Section~~ Item 9.01. — Financial Statements and Exhibits .

Item 9.01. Financial Statements and Exhibits.



Exhibit No.		Description

99.1		Press Release of Eisai Co., Ltd., dated January 23, 2008 (incorporated by reference to Exhibit (a)(5)(F) to the Schedule T-O/A filed by Jaguar Acquisition Corp. on January 23, 2008).

~~(d) Exhibits~~ 3

~~The following are filed as exhibits to this Current Report on Form 8-K:~~ SIGNATURES

~~99.1~~ Pursuant ~~MGI~~to ~~PHARMA,~~the ~~INC.~~requirements ~~press~~of ~~release~~the ~~dated~~Securities Exchange ~~July~~Act 6,of ~~2006~~1934, ~~announcing~~the ~~effectiveness~~registrant ofhas ~~License~~duly ~~Agreement~~caused ~~with~~this ~~Cilag~~report ~~GmbH~~to ~~International~~be signed on its behalf by the undersigned hereunto duly authorized.

2 MGI PHARMA, INC.

SIGNATURES

Date: January 23, 2008	By:	/s/ Eric P. Loukas
		Name: Eric P. Loukas
		Title: Executive Vice President, Chief
		Operating Officer, General Counsel and
		Corporate Secretary

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.

	MGI PHARMA, INC.
Date: July 10, 2006	By:	/s/ William F. Spengler
		William F. Spengler
		Senior Vice President and
		Chief Financial Officer

Filing Compare · MGI PHARMA INC