Item 5.02 - Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 5, 2012, Nicholas A. LaBella, Jr., the Chief Scientific Officer of Insmed Incorporated (the "Company"), resigned from employment with the Company.

In connection with the cessation of his employment, the Company entered into a letter agreement with Mr. LaBella on October 5, 2012 (the "Letter Agreement") pursuant to which (i) Mr. LaBella will receive $142,946, payable in a lump sum within 30 days, (ii) Mr. LaBella will receive $445,331, payable over 12 months in substantially equal periodic installments in accordance with the Company's normal payroll schedule, commencing within 30 days following his resignation date, (iii) otherwise unvested equity awards held by Mr. LaBella became vested,
(iv) all stock options held by Mr. LaBella will remain outstanding for one year, and (v) Mr. LaBella and his eligible dependents will receive subsidized COBRA coverage for 12 months. The Letter Agreement also includes a customary release by Mr. LaBella of claims against the Company and its affiliates and a mutual commitment by the parties not to disparage each other.

The foregoing descriptions of the Letter Agreement are qualified in their entireties by reference to the full text of the agreement, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01 - Financial Statements and Exhibits.

(d) Exhibits Exhibit No. Description 10.1 Letter Agreement between Insmed Incorporated and Nicholas A. LaBella, Jr., dated October 5, 2012.

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