================================================================================

                                  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): August 3, 2006



                               NEKTAR THERAPEUTICS
             (Exact name of Registrant as specified in its charter)



         Delaware                     0-24006                    94-3134940
(State or other jurisdiction        (Commission                 (IRS Employer
     of incorporation)              File Number)             Identification No.)



                               150 Industrial Road
                          San Carlos, California 94070
              (Address of principal executive offices and Zip Code)


       Registrant's telephone number, including area code: (650) 631-3100



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:


[ ]  Written communications pursuant to Rule 425 under the Securities Act (17
     CFR 230.425)

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

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

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

================================================================================


Item 2.02 Results of Operations and Financial Condition. On August 3, 2006, Nektar Therapeutics issued a press release (the "Press Release") announcing results for the three month and six month periods ended June 30, 2006. A copy of the Press Release is attached as Exhibit 99.1 to this Current Report and is incorporated herein by reference. The information in this report, including the exhibit hereto, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. The information contained herein and in the accompanying exhibit shall not be incorporated by reference into any filing with the Securities and Exchange Commission made by Nektar Therapeutics, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

SIGNATURES Pursuant to the requirement 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. By: /s/ ROBERT CHESS ----------------------------------- Robert Chess Chairman of the Board and Acting President and Chief Executive Officer Date: August 3, 2006 By: /s/ Louis Drapeau ----------------------------------- Louis Drapeau Senior Vice President, Finance and Chief Financial Officer Date: August 3, 2006

EXHIBIT INDEX Exhibit No. Description - ----------- ----------- 99.1 Earnings Press Release of Nektar Therapeutics dated August 3, 2006.

                                                                    Exhibit 99.1

                  Nektar Announces Second Quarter 2006 Results

    SAN CARLOS, Calif.--(BUSINESS WIRE)--Aug. 3, 2006--Nektar
Therapeutics (Nasdaq:NKTR):

    --  Exubera(R) (insulin human (rDNA origin)) Inhalation Powder
        introduced in U.S. by Pfizer with comprehensive education
        program; initial supplies available across U.S. in September;
        studies presented at American Diabetes Association meeting
        build on previous data

    --  Nektar proprietary product, Amphotericin B Inhalation Powder,
        received U.S. Orphan Drug and Fast Track designation;
        PEGylated pain-related therapy completes proof-of-concept
        trial in humans

    --  Value of Nektar PEG technology highlighted by $17.6 million
        payment from Affymax received in July 2006, and Phase II data
        for new indication for UCB's Cimzia(TM)

    --  Nektar closed Bradford UK site as important step to focus
        company

    Nektar Therapeutics (Nasdaq:NKTR) announced today its financial
results for the second quarter ended June 30, 2006.
    The company reported revenue of $60.2 million for the three months
ended June 30, 2006, compared to $28.6 million for the three months
ended June 30, 2005. In the second quarter of 2006, product sales and
royalty revenue was $44.2 million, including three months of Exubera
product sales to Pfizer Inc, compared to $5.5 million for the three
months ended June 30, 2005, and contract research revenue totaled
$14.3 million compared to $19.6 million in the three months ended June
30, 2005.
    Nektar reported a GAAP net loss of $62.8 million or $(0.70) per
share for the three months ended June 30, 2006 compared to a GAAP net
loss of $26.9 million or $(0.32) per share for the three months ended
June 30, 2005.
    Nektar also reported a non-GAAP net loss for the second quarter
2006 of $24.9 million or $(0.28) per share compared to a non-GAAP net
loss for the second quarter 2005 of $26.9 million or $(0.32) per
share. The non-GAAP net loss in the second quarter of 2006 excludes
$5.4 million of SFAS 123R non-severance stock based compensation
charges, $11.1 million of severance charges, $3.7 million of
restructuring charges related to the closing of Nektar UK (Bradford),
and a $17.7 million charge for the settlement of litigation with the
University of Alabama in Huntsville (UAH). The UAH litigation
settlement charge includes an $11 million payment made by the company
on June 30, 2006 and the present value at an 8% discount rate of ten
annual payments of $1 million beginning on July 1, 2007. See the
supplemental table attached to this press release entitled
"Reconciliation of GAAP Financial Measures to Non-GAAP Financial
Measures."
    For the six months ended June 30, 2006, Nektar reported total
revenue of $89.2 million compared to $57.0 million for the six months
ended June 30, 2005. For the six months ended June 30, 2006, product
sales and royalty revenue was $56.6 million, including four months of
Exubera product sales to Pfizer, compared to $11.9 million for the six
months ended June 30, 2005, and contract research revenue totaled
$29.1 million compared to $39.1 million for the six months ended June
30, 2005.
    For the six months ended June 30, 2006, Nektar reported a GAAP net
loss of $96.3 million or $(1.08) per share compared to a GAAP net loss
for the six months ended June 30, 2005 of $53.1 million or $(0.63) per
share.
    Nektar also reported a non-GAAP net loss for the first six months
of 2006 of $49.3 million or $(0.55) per share compared to a non-GAAP
net loss for the first six months of 2005 of $53.1 million or $(0.63)
per share.
    The non-GAAP net loss for the first six months of 2006 excludes
$10.4 of SFAS 123R non-severance stock based compensation charges,
$14.8 million of severance charges, $4.1 million of restructuring
charges related to the closing of Nektar UK (Bradford), and a $17.7
million charge for settlement of litigation of the UAH litigation. See
the supplemental table attached to this press release entitled
"Reconciliation of GAAP Financial Measures to Non-GAAP Financial
Measures."
    As of June 30, 2006, Nektar reported cash, cash equivalents,
short-term investments, and investments in marketable securities
totaling approximately $491.1 million compared to $528.1 million as of
March 31, 2006. This cash balance does not include the $17.6 million
payment made in July by Affymax related to a collaboration between the
two companies.
    "The primary goals for Nektar over the last several months have
been to meet manufacturing demand for Exubera, refocus the business to
position us to achieve sustainable profitable growth and to build
shareholder value, and advance our proprietary products. We have made
strong progress in each of these areas," said Robert Chess, chairman,
and interim president and CEO.
    "First, we are pleased with our ability to produce Exubera
Inhalers and powdered insulin as ordered by Pfizer. Second, closing
our Bradford UK site represents an important step in aligning our
spending with those activities that will drive our business. Third,
our inhaled amphotericin product received both US Orphan Drug and Fast
Track designation. Further, we concluded a human proof-of-concept
trial for our PEG pain-related product, moving us closer to our
objective of having four of our proprietary products in human clinical
trials in 2007," concluded Chess.

    Financial Outlook for 2006

    Today the company is updating its full year 2006 guidance last
provided on May 10, 2006 in a press release announcing first quarter
2006 results. On July 20, 2006, Nektar increased its Exubera
manufacturing and royalty revenue guidance to a range of $70 to $90
million from a range of $60 to $80 million, with most of this revenue
being generated by manufacturing sales to Pfizer. Changes provided
today include an increase in the total revenue and GAAP net loss
estimates.
    "As we stated on our conference call reporting our first quarter
2006 financial results on May 10, we continue to evaluate and
restructure the company in order to focus on our core assets. As we
emphasized on that call, these activities could increase our net loss
estimates for 2006. In the second quarter, these activities along with
the UAH litigation settlement, led to an increase in our GAAP net loss
estimates for 2006. However, our estimate of our non-GAAP net loss for
2006 is unchanged," said Lou Drapeau, senior vice president of
finance, and chief financial officer.
    Following is a summary of Nektar's current financial guidance for
the full year 2006:

    --  Total revenue in the range of $170 to $200 million, including
        $70 to $90 million of Exubera manufacturing and royalty
        revenue, with most of the Exubera related revenue being
        generated by manufacturing sales to Pfizer.

    --  GAAP net loss estimates have increased to $160 to $175 million
        from $135 to $150 million, primarily due to a $17.7 million
        charge for the settlement of the UAH litigation and additional
        severance amounts. The non-GAAP net loss remains at $100 to
        $115 million. Non-GAAP net loss excludes the $17.7 million
        settlement of the UAH litigation, $22 million of estimated
        SFAS 123R non-severance stock based compensation charges, and
        approximately $20 million of estimated charges related to
        restructuring and severances. See the supplemental table
        attached to this press release entitled "Reconciliation of
        Non-GAAP Projected Financial Guidance for 2006."

    --  Cash, cash equivalents, and short-term investments and
        investments in marketable securities at the end of the year of
        approximately $415 to $440 million, which remains unchanged.

    Recent Highlights

    Exubera Progress

    Exubera(R) (insulin human (rDNA origin)) Inhalation Powder is a
product from a developmental collaboration between Pfizer and Nektar;
and is marketed by Pfizer. It is approved for adults with type 1 and
type 2 diabetes in the U.S., European Union (EU) and Brazil.
    Nektar reported on July 20, 2006, that Pfizer is introducing
Exubera in the U.S. by commencing a comprehensive physician and
patient education and training program for Exubera to be rolled out in
phases beginning July 24, 2006. Further, Pfizer will make initial
supplies of Exubera available across the U.S. in September 2006.
Pfizer has already made Exubera available in Germany and Ireland.
    "As the first non-injectable insulin in the U.S., Exubera is
designed to address an important unmet need for diabetes patients,"
said Chess. "We look forward to continuing to deliver commercial
quantities of Exubera Inhalers and powder to Pfizer according to plan,
and will work closely with Pfizer to build sufficient supplies to meet
patient demand."
    Recent studies presented by Pfizer in June 2006 build on earlier
Exubera data. Nektar reported results announced by Pfizer from two
ongoing studies that showed adults with type 1 or type 2 diabetes
treated with Exubera experienced sustained blood sugar control over a
two-year period and gained about half as much weight as those taking
injected insulin. In addition, Nektar reported that Pfizer announced
results from two new studies that show many people with type 2
diabetes, who should take insulin injections to improve blood sugar
control, often choose to avoid injections for at least four years or
more, despite insulin's proven effectiveness. These data were
presented at the 66th Annual Scientific Sessions of the American
Diabetes Association, June 10, 2006.

    Proprietary Products

    Nektar is developing its own products that leverage the company's
drug delivery capabilities and its portfolio of leading technologies.
The company has four proprietary products in development, three of
which have already completed or are in early-stage clinical trials.
    Nektar announced today that the product under development as a
pain-related therapy using Nektar's PEGylated technology has completed
a proof-of-concept study in humans. The company plans to conduct a
second Phase I trial this year and advance to Phase II in 2007.
    Announced May 22, 2006, the FDA granted Fast Track designation to
Amphotericin B Inhalation Powder (ABIP) for prevention of pulmonary
fungal infections in patients at risk for aspergillosis due to
immunosuppressive therapy, including those receiving organ or stem
cell transplants, or treated with chemotherapy or radiation for
hematologic malignancies (leukemias). Amphotericin B Inhalation Powder
was previously granted U.S. orphan drug designation by the FDA for the
prevention of pulmonary fungal infections in patients at risk for
aspergillosis due to immunosuppressive therapy. Nektar has conducted
two Phase I trials and has long-term toxicity studies underway for the
inhaled amphotericin product.
    "The Orphan Drug and Fast Track designation by the Food and Drug
Administration (FDA) for Amphotericin B Inhalation Powder is an
important step toward providing a much-needed medical solution to
protect against life-threatening pulmonary fungal infections," said
Dr. David Johnston, Nektar senior vice president of research and
development.
    Nektar is also developing an inhaled product for adjunctive
treatment of gram negative pneumonia in mechanically-ventilated
patients which is in Phase II trials. In addition, the company is
working on a product in the oncology area that uses Nektar Advanced
PEGylation technology.

    Partner Pipeline

    Nektar PEGylation technology is used in eight marketed products
worldwide and two additional products filed for regulatory approval in
both the U.S. and EU. "Our PEGylation technology has proven its
ability to generate breakthrough products and multi-billion dollar
markets for our partners," said Chess.

    $17.6 Million Payment from Affymax Highlights Value of Nektar PEG
Technology

    Nektar announced on July 24, 2006 that the company received a cash
payment of $17.6 million under a previously undisclosed collaboration
with Affymax, Inc. triggered by Affymax entering into a global
agreement with Takeda, Inc. to develop and commercialize Affymax's
lead product candidate, Hematide(TM). Hematide utilizes Nektar
Advanced PEGylation Technology and is in Phase IIb clinical trials for
the treatment of anemia.

    Data from Phase II trials of Cimzia(TM) for Psoriasis, a New
Indication

    On July 18, 2006, UCB announced significant positive results from
a Phase II study of Cimzia(TM) (certolizumab pegol, CDP870) for the
treatment of patients with moderate to severe psoriasis. Nektar
provides its Advanced PEGylation technology for Cimzia(TM).
    UCB filed for regulatory approval earlier this year for Cimzia(TM)
in both the U.S. (February 2006) and the EU (April 2006) for the
treatment of Crohn's Disease. UCB also stated that it has ongoing
Phase III studies to investigate the efficacy and tolerability of
Cimzia(TM) for rheumatoid arthritis.

    Focusing the Company

    Nektar announced on its first quarter financial results conference
call on May 10, 2006 that the company intended to close its site in
Bradford UK, which has been substantially completed as of June 30,
2006, and is an important step toward focusing the company on its core
assets. Nektar previously announced that Nektar UK was deemed to be
significantly impaired, which resulted in a write-off, reported as
part of the company's 2005 net loss.
    "A key goal for my time as interim CEO is to focus the company on
those components of our business that will most increase shareholder
value while managing our underlying cost structure," said Chess. "By
closing our Bradford UK operations, we are taking a significant step
to better control our expenses and focus our business on the three key
elements of our stated strategy: (1) developing proprietary products
based on our drug delivery technology; (2) Exubera and diabetes
life-cycle management products, and (3) high-value partner programs."

    Important Safety Information about Exubera

    Patients should not take Exubera if they have poorly controlled or
unstable lung disease, or if they smoke or have stopped smoking less
than six months prior to starting Exubera treatment. If a patient
starts smoking or resumes smoking, he or she must stop using Exubera
and see a health care provider about a different treatment.
    Before starting treatment with Exubera, a health care provider
will carry out a simple test to check lung function. This will help to
find out if Exubera is the right treatment for individual patients.
Once a patient starts treatment, it is recommended that a health care
provider check lung function again at six months and yearly
thereafter.
    Like all medicines, Exubera can cause side effects. As with all
forms of insulin, a possible side effect of Exubera is low blood sugar
levels.
    Some patients have reported a mild cough while taking Exubera,
which occurred within seconds to minutes after Exubera inhalation.
Coughing occurred less frequently as patients continued to use
Exubera.
    In clinical trials, mean treatment group differences between
Exubera and comparator showed that Exubera was associated with small,
non-progressive declines in lung function relative to comparator
treatments.

    Conference Call Information

    Robert Chess will host a conference call for analysts and
investors today beginning at 2:00 p.m. Pacific time to discuss further
the company's performance.
    Investors can access a live audio-only webcast through a link that
is posted on the Investor Relations section of Nektar's website at
http://www.nektar.com. The web broadcast of the conference call will
be available for replay through August 17, 2006.
    Analysts and investors can also access the conference call live
via telephone by dialing (800) 559-9370 (U.S.); (847) 619-6819
(international). The passcode is 15219171 and the host is Mr. Robert
Chess. An audio replay will be available shortly following the call
through August 17, 2006 and can be accessed by dialing (877) 213-9653
(U.S.); or (630) 652-3041 (international) with a passcode of 15219171.
In the event that any non-GAAP financial measure is discussed on the
conference call that is not described in the press release, related
information will be made available on the Investor Relations page at
the Nektar website as soon as practical after the conclusion of the
conference call.

    About Nektar

    Nektar Therapeutics is a biopharmaceutical company that develops
and enables differentiated therapeutics with its industry-leading drug
delivery technologies, expertise and manufacturing capabilities.
Nektar technology and know-how have enabled nine approved products for
partners, which include the world's leading pharmaceutical and
biotechnology companies. Nektar also develops its own products by
applying its drug delivery technologies and expertise to existing
medicines to enhance performance, such as improving efficacy, safety
and compliance.

    Non-GAAP Financial Measures

    The company provides all information required in accordance with
GAAP, but it believes that evaluating its ongoing results of
operations may be difficult to understand if limited to reviewing only
GAAP financial results. In managing the company's business, management
reviews non-GAAP net loss and non-GAAP basic and diluted net loss per
common share non-GAAP net loss which excludes as applicable, SFAS 123R
stock-based compensation charges, litigation charges, and severance
and restructuring charges to evaluate the company's ongoing operating
results.
    Nektar management does not itself, nor does it suggest that
investors should, consider such non-GAAP financial measures in
isolation from, or as a substitute for, GAAP financial measures. The
company considers and presents such non-GAAP financial measures in
measuring, reporting, and forecasting its financial results to provide
management and investors with an additional tool to evaluate the
company's operating results in a manner that focuses on what
management believes to be the company's ongoing business operations.
Management believes that the inclusion of non-GAAP financial measures
provides consistency and comparability with past reports of financial
results. Investors should note, however, that the non-GAAP financial
measures used by the company may not be the same non-GAAP financial
measures as, and may not be calculated in the same manner as that of
other companies with which investors may compare the financial results
of the company. Management believes it is useful for the company and
investors to review both GAAP information that includes the expenses
and charges mentioned above and the non-GAAP financial measures that
exclude such special expenses and charges to have a better
understanding of the overall performance of the company's business,
its allocation of resources and its ability to perform in the future.
Investors are encouraged to review the related GAAP financial measures
and the reconciliation of these non-GAAP financial measures to their
most directly comparable GAAP financial measure.

    This press release contains forward-looking statements that
reflect management's current views and expectations as to the Exubera
product launch, Exubera manufacturing activities, product and
technology development plans and funding, current business position of
the company, clinical plans and expectations for the clinical
advancement of our proprietary and partner products, the potential for
new product efficacy, safety, compliance, and economic benefits for
patients, the value and risk profile of our proprietary product
programs, and financial projections for the 2006 calendar year. These
forward-looking statements involve uncertainties and other risks,
including but not limited to: (i) the timing and success of the
Exubera commercial launch (ii) the company's ability to manufacture
and supply sufficient quantities of Exubera dry powder insulin and
inhalation devices to meet patient demand (iii) the discovery of any
new or more severe side effects or negative efficacy findings for
Exubera or any product liability claims related thereto (iv)
investment in our proprietary products prior to seeking partner
collaborations may adversely impact our results of operations and
financial condition (v) our success or the success of our partners in
obtaining regulatory approvals (vi) a material negative impact on our
results of operations for future periods as a result of the
application of SFAS 123R related to expensing of stock-based
compensation, and (vii) additional charges and expenses that may be
incurred as we restructure the company in order to focus on our core
assets. Other important risks and uncertainties are detailed in the
company's reports and other filings with the SEC, including its most
recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, and
Current Reports on Form 8-K. Actual results could differ materially
from the forward-looking statements contained in this press release.
The company undertakes no obligation to update forward-looking
statements, whether as a result of new information, future events or
otherwise.

    Exubera is a registered trademark of Pfizer Inc.

    Hematide is a trademark of Affymax, Inc.

    Cimzia is a trademark of UCB.



                          NEKTAR THERAPEUTICS
            CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
             ( In thousands, except per share information)


                                    Unaudited           Unaudited
                               ------------------- -------------------
                               Three-Months Ended   Six-Months Ended
                                     June 30,            June 30,
                               ------------------- -------------------
                                 2006      2005      2006      2005
                               --------- --------- --------- ---------

Revenue:
 Contract research revenue     $ 14,322  $ 19,552  $ 29,139  $ 39,081
 Product sales and royalty
  revenue                        44,157     5,470    56,554    11,862
 Exubera(R) commercialization
  readiness revenue               1,744     3,528     3,489     6,101
                               --------- --------- --------- ---------
Total revenue                    60,223    28,550    89,182    57,044

Operating costs and expenses:
 Cost of goods sold              35,731     5,433    43,684    10,688
 Exubera(R) commercialization
  readiness costs                 1,042     2,666     2,084     4,960
 Research and development        41,630    35,785    73,031    70,730
 General and administrative      26,063    10,135    46,436    19,245
 Litigation settlement           17,710         -    17,710         -
 Amortization of other
  intangible assets               1,259       981     2,623     1,963
                               --------- --------- --------- ---------
Total operating costs and
 expenses                       123,435    55,000   185,568   107,586
                               --------- --------- --------- ---------

Loss from operations            (63,212)  (26,450)  (96,386)  (50,542)

Other income (expense), net      (1,055)     (118)   (1,092)   (1,403)
Interest income                   6,374     2,512    11,256     4,784
Interest expense                 (4,938)   (2,856)  (10,080)   (5,916)
                               --------- --------- --------- ---------

Loss before provision for
 income taxes                   (62,831)  (26,912)  (96,302)  (53,077)

Benefit (provision) for income
 taxes                                -         -         -         -
                               --------- --------- --------- ---------

Net loss                       $(62,831) $(26,912) $(96,302) $(53,077)
                               ========= ========= ========= =========


Basic and diluted net loss per
 common share                  $  (0.70) $  (0.32) $  (1.08) $  (0.63)

Shares used in computing basic
 and diluted net loss per
 share                           89,697    85,040    89,312    84,875


                          NEKTAR THERAPEUTICS
               Reconciliation of GAAP Financial Measures
                    to Non-GAAP Financial Measures
             ( In thousands, except per share information)


                                    Unaudited           Unaudited
                               ------------------- -------------------
                               Three-Months Ended   Six-Months Ended
                                     June 30,            June 30,
                               ------------------- -------------------
                                 2006      2005      2006      2005
                               --------- --------- --------- ---------

GAAP net loss                  $(62,831) $(26,912) $(96,302) $(53,077)

Adjustments to GAAP net loss:

 SFAS 123R stock-based
  compensation expense,
  excluding severance             5,391         -    10,386         -
 Litigation settlement           17,710         -    17,710         -
 Severance and restructuring
  charges                        14,820         -    18,883         -
                               --------- --------- --------- ---------

Non-GAAP net loss (1)          $(24,910) $(26,912) $(49,323) $(53,077)
                               ========= ========= ========= =========



GAAP basic and diluted net
 loss per common share         $  (0.70) $  (0.32) $  (1.08) $  (0.63)

Adjustments to GAAP basic and
 diluted net loss per common
 share:

 SFAS 123R stock-based
  compensation expense,
  excluding severance          $   0.06  $      -  $   0.12  $      -
 Litigation settlement         $   0.20  $      -  $   0.20  $      -
 Severance and restructuring
  charges                      $   0.17  $      -  $   0.21  $      -
                               --------- --------- --------- ---------

Non-GAAP basic and diluted net
 loss per common share (1)     $  (0.28) $  (0.32) $  (0.55) $  (0.63)
                               ========= ========= ========= =========

Shares used in computing non-
 GAAP basic and diluted net
 loss per share                  89,697    85,040    89,312    84,875


(1) These non-GAAP financial measures are not presented as a measure
    of operating results and should not be construed as an alternative
    to either (i) income from operations or (ii) cash flows from
    operating activities. The company's management provides these
    non-GAAP financial measures to present investors with additional
    information that the company's management considers in assessing
    the company's results of operations, and to enhance investors'
    overall understanding of the company's financial performance.



                          NEKTAR THERAPEUTICS
                 CONDENSED CONSOLIDATED BALANCE SHEETS
                            (In thousands)


                                              June 30,    December 31,
                                                2006          2005
                                             (unaudited)      (2)
                                             -----------  ------------

                   ASSETS

Current assets:
 Cash, cash equivalents and short-term
  investments                                $  475,920    $  476,201
 Inventory                                       16,247        18,627
 Other current assets                            80,559        25,015
                                             -----------   -----------
  Total current assets                          572,726       519,843

Investments in marketable securities             15,219        90,222
Property and equipment, net                     139,152       142,127
Goodwill                                         78,431        78,431
Other intangible assets, net                     10,539        13,452
Deposits and other assets                        11,078        14,479
                                             -----------   -----------
                                             $  827,145    $  858,554
                                             ===========   ===========


    LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
 Accounts payable and accrued liabilities    $   60,543    $   53,626
 Capital lease obligations - current                562           482
 Convertible subordinated notes and
  debentures - current                           36,026
 Deferred revenue - current                      17,706        15,487
                                             -----------   -----------
  Total current liabilities                     114,837        69,595

Convertible subordinated notes and
 debentures                                     381,627       417,653
Accrued rent                                      2,357         2,409
Capital lease obligations                        19,975        20,276
Deferred revenue                                 25,501         8,374
Other long-term liabilities                      17,587        13,436

Stockholders' equity:
 Preferred stock at par                               -             -
 Common stock at par                                  9             9
 Capital in excess of par                     1,265,195     1,233,690
 Deferred compensation                                -        (2,949)
 Accumulated other comprehensive loss            (1,409)       (1,707)
 Accumulated deficit                           (998,534)     (902,232)
                                             -----------   -----------
  Total stockholders' equity                    265,261       326,811
                                             -----------   -----------
                                             $  827,145    $  858,554
                                             ===========   ===========


(2) The balance sheet at December 31, 2005 has been derived from the
    audited financial statements at that date but does not include all
    of the information and footnotes required by accounting principles
    generally accepted in the United States for complete financial
    statements.



                          Supplemental Table

                          NEKTAR THERAPEUTICS
   Reconciliation of Non-GAAP Projected Financial Guidance for 2006
                             (In millions)


Refer to the discussion of non-GAAP financial measures included in the
accompanying press release for additional information.

                                                    2006 Projected
                                                   Financial Guidance
                                                  --------------------

  2006 Exubera-related projected revenue range    $  70    to   $  90
  2006 other revenue                                100           110
                                                  ------        ------
2006 projected total revenue range                $ 170    to   $ 200
                                                  ======        ======

Projected GAAP net loss                           $(160)   to   $(175)

Adjustments to GAAP net loss:

  SFAS 123R stock-based compensation expense,
   excluding severance related charges               22            22
   Litigation settlement                             18            18
  Severance and restructuring charges                20            20
                                                  ------        ------

Projected Non-GAAP net loss                       $(100)   to   $(115)
                                                  ======        ======

    CONTACT: Nektar Therapeutics
             Joyce Strand, 650-631-3138
             Jennifer Ruddock, 650-631-4954