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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) : September 21, 2007
 Encysive Pharmaceuticals Inc.
 
  Delaware
    
    0-20117
    
    13-3532643(State or other jurisdiction 
of incorporation)
    
    (Commission
File Number)
    
    (IRS Employer
Identification No.)
 4848 Loop Central Drive, Suite 700, Houston, Texas
(Address of principal executive offices)
    
    77081
(Zip Code)
 713-796-8822
  
   o
    
    Written communications 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))




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TABLE OF CONTENTS  Item 1.01 Entry into a Material Definitive Agreement.Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.Item 3.03 Material Modification to Rights of Security HoldersItem 7.01 Regulation FD Disclosure.Item 9.01 Financial Statements and Exhibits.SIGNATURESIndex to ExhibitsFirst Supplemental IndenturePress Release    Table of Contents  
 Item 1.01 Entry into a Material Definitive Agreement.
  
 Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement of a Registrant.
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
    
    first, to the payment of all Expenses (defined below) due and payable on such
Payment Date;
    
    second, to the payment of the fee of the Company, as Servicer, in an amount
equal to $5,000 per quarter (the Quarterly Servicing Fee) and any unpaid Quarterly
Servicing Fees in respect of prior Payment Dates;
    
    third, to the Trustee for distribution to the Note holders, all interest due and
payable on the Notes, including any accrued and unpaid interest due on prior Payment
Dates, and any additional accrued and unpaid interest on such unpaid interest,
compounded quarterly, taking into account any amounts paid from the Capital Account
on such Payment Date;
    
    fourth, to the Trustee for distribution to the Note holders, principal payments
on the Notes (without premium or penalty), allocated pro rata in proportion to the
outstanding principal balance of such Notes held by such Note holders, until the
outstanding principal balance of such Notes has been paid in full;
    
    fifth, after the Notes have been paid in full, to the Trustee for distribution to
the holders of the Class B Notes (defined below), if any, accrued and unpaid
interest on the Class B Notes in accordance with their terms;
    
    sixth, after the Notes have been paid in full, to the Trustee for distribution to
the holders of the Class B Notes, if any, the principal amount of the Class B Notes
in accordance with their terms until the Class B Notes have been paid in full;
    
    seventh, after the Notes have been paid in full, to the ratable payment of all
other obligations under the Indenture until all such amounts are paid in full; and
    
    eighth, after the Notes have been paid in full, to Royalty Sub, all remaining
amounts.
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
    
    failure to pay interest on the Notes due on any Payment Date (other than the
maturity date or any redemption date) within five days of such Payment Date, but
only to the extent of the Available Collections Amount available for interest
payments and any capital contributed to Royalty Sub by the Company;
    
    failure to pay interest on the Notes due on any Payment Date (other than the
maturity date, any redemption date or as set forth in the prior bullet point) in
full by the next succeeding Payment Date, together with any additional accrued and
unpaid interest on any interest not paid on the Payment Date on which it was
originally due;
    
    (i) failure to pay principal and premium, if any, and accrued and unpaid interest
on the Notes on the maturity date or (ii) failure to pay the redemption price on any
redemption date;
    
    failure to pay any amount (other than principal, premium, if any, and interest on
the Notes) due and payable under the Indenture and the continuance of such default
for a period of 30 or more days after written notice thereof is given to Royalty Sub
by the Trustee;
    
    (i) failure by Royalty Sub to comply in any material respect with certain
covenants set forth in the Indenture, and written notice thereof being given to
Royalty Sub by the Trustee at the written direction of Note holders of a majority of
the outstanding principal balance of the Notes; or (ii) failure by Royalty Sub to
comply in any material respect with any of the other covenants, obligations,
conditions or provisions binding on it under the Indenture or the Notes (other than
a payment default for which provision is made in the prior bullet points) if (in the
case of this clause (ii) only) such failure continues for a period of 30 days or
more after written notice thereof has been given to Royalty Sub by the Trustee at
the written direction of Note holders of a majority of the outstanding principal
balance of the Notes;
    
    Royalty Sub becomes subject to a Voluntary Bankruptcy or an Involuntary
Bankruptcy (each as defined in the Indenture);
    
    any judgment or order for the payment of money in excess of $1,000,000 shall be
rendered against Royalty Sub and either (i) enforcement proceedings have been
commenced by any creditor upon such judgment or order or (ii) there is any period of
ten consecutive days during which a stay of enforcement of such judgment or order,
by reason of a pending appeal or otherwise, shall not be in effect;
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
    
    the organizational documents creating Royalty Sub cease to be in full force and
effect without replacement documents having the same terms being in full force and
effect;
    
    the Company shall have failed to perform in any material respect any of its
covenants under the purchase and sale agreement pursuant to which the Company sold
its rights to receive the Royalty Payments to Royalty Sub or the pledge and security
agreement described below; or
    
    the Product Development, License and Copromotion Agreement dated as of August 5,
1997, as amended, between GlaxoSmithKline plc, a public limited company organized in
England, and the Company shall be terminated or shall otherwise fail to be in full
force and effect and such failure continues for a period of 30 days or more.
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Payment Dates (between indicated dates)
    
    Redemption PercentageFrom September 30, 2008 to and including June 30, 2009
    
    
    109.250
    %From September 30, 2009 to and including June 30, 2010
    
    
    104.625
    %From September 30, 2010 and thereafter
    
    
    100
    %
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Item 3.03 Material Modification to Rights of Security Holders
  
 Item 7.01 Regulation FD Disclosure.
  
 Item 9.01 Financial Statements and Exhibits.
  4.1
    
    Indenture, dated as of February 6, 2007, between Royalty Sub and U.S. Bank National
Association, as Trustee, including the form of Argatroban PhaRMASM Secured 12%
Notes due 2014 attached as Exhibit A thereto (incorporated by reference to Exhibit 4.1 to the
Companys Current Report on Form 8-K (Commission File No. 000-20117) filed with the Commission
on February 8, 2007).4.2
    
    First Supplemental Indenture, dated as of September 21, 2007, between Royalty Sub and U.S.
Bank National Association, as Trustee, including the form of Argatroban PhaRMASM
Secured 18.5% Notes due 2014 attached as Exhibit A thereto.99.1
    
    Press Release dated September 21, 2007.
 [SIGNATURE PAGE FOLLOWS]
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SIGNATURES
  ENCYSIVE PHARMACEUTICALS INC.(Registrant)Date: September 21, 2007/s/ Paul S. ManierrePaul S. ManierreVice President and General Counsel 8




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4.1
    
    Indenture, dated as of February 6, 2007, between Royalty Sub and U.S. Bank National
Association, as Trustee, including the form of Argatroban PhaRMASM Secured 12%
Notes due 2014 attached as Exhibit A thereto (incorporated by reference to Exhibit 4.1 to the
Companys Current Report on Form 8-K (Commission File No. 000-20117) filed with the Commission
on February 8, 2007).4.2
    
    First Supplemental Indenture, dated as of September 21, 2007, between Royalty Sub and U.S.
Bank National Association, as Trustee, including the form of Argatroban PhaRMASM
Secured 18.5% Notes due 2014 attached as Exhibit A thereto.99.1
    
    Press Release dated September 21, 2007.