Item 5.05 Amendments to the Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics.

On September 24, 2009, Alexion amended its Code of Ethics, now referred to as the Alexion Pharmaceuticals, Inc. Code of Conduct. The main purpose for amending the Code was to enhance the Code and clarify certain sections. Among other things, the amended Code includes changes to better reflect Alexion's role as a global enterprise; clarifies the processes for reporting issues or concerns; provides additional detail regarding compliance with laws and regulations applicable to the pharmaceutical healthcare industry; expands the provisions regarding protection of confidential information and privacy; and makes various other changes to update information or improve the readability and clarity of the Code.

A copy of Alexion's Code of Conduct is attached as Exhibit 14.1 hereto and is also posted on Alexion's website at http://ir.alexionpharm.com/governance.cfm.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

14.1 Alexion Pharmaceuticals, Inc. Code of Conduct.

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