Report of Foreign Issuer (6-k)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934

For the month of December 2015

Commission File Number 000-28508

Flamel Technologies S.A.

(Translation of registrant's name into English)

Parc Club du Moulin à Vent

33 avenue du Dr. Georges Levy

69200 Vénissieux France

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F x

Form 40-F ¨

Indicate by check mark whether registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes ¨

No x

If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-____________

Index

FLAMEL TECHNOLOGIES S.A.

		Page

Part I – FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements (unaudited)

a) Condensed Consolidated Statements of Operations for the three months ended June 30, 2014 and 2015		3

b) Condensed Consolidated Statements of Operations for the six months ended June 30, 2014 and 2015		4

c) Condensed Consolidated Statements of Comprehensive Income for the three months and six months ended June 30, 2014 and 2015		5

d) Condensed Consolidated Balance Sheets as of December 31, 2014 and June 30, 2015		6

e) Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2014 and 2015		7

f) Consolidated Statements of Shareholders’ Equity for the three months and six months ended June 30, 2015		8

g) Notes to Condensed Consolidated Financial Statements		9

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		20

PART II – OTHER INFORMATION

Item 1. Legal Proceedings		23

Item 1A. Risk Factors		23

Incorporation by Reference		24

Signature		25

FLAMEL TECHNOLOGIES S.A.

Condensed Consolidated Statements of Operations

(Unaudited)

(Amounts in thousands of dollars, except per share data)

	Three months ended June 30,
	2014			2015
Revenue:
License and research revenue	$	1,819			-
Product sales and services		2,499		$	49,795
Total revenue		4,318			49,795
Costs and expenses:
Cost of goods and services sold		(507	)		(2,756	)
Research and development		(3,600	)		(7,204	)
Selling, general and administrative		(4,065	)		(5,873	)
Fair value remeasurement of acquisition liabilities, with related parties		(12,607	)		(32,000	)
Amortisation of intangible R&D assets		(2,938	)		(3,139	)
Total		(23,717	)		(50,972	)

Operating profit (loss)		(19,399	)		(1,177	)

Net interest income (expense)		123			310
Interest expense on debt related to the royalty agreement with related parties		(1,079	)		(2,726	)
Foreign exchange gain (loss)		292			(3,565	)

Income (loss) before income taxes		(20,063	)		(7,158	)
Income tax benefit (expense)		(137	)		(10,242	)
Net income (loss) from continuing operations	$	(20,200	)	$	(17,400	)
Net income (loss) from discontinued operations	$	(873	)	$	0
Net income (loss)	$	(21,073	)	$	(17,400	)

Earnings (loss) per ordinary share (Basic and Diluted)

Continuing operations	$	(0.53	)	$	(0.43	)
Discontinued operations	$	(0.02	)	$	0.00
Net income (loss)	$	(0.55	)	$	(0.43	)

Weighted average number of shares outstanding (in thousands) :

Basic		38,438			40,353
Diluted		38,438			40,353

See notes to condensed consolidated financial statements

FLAMEL TECHNOLOGIES S.A.

Condensed Consolidated Statements of Operations

(Unaudited)

(Amounts in thousands of dollars, except per share data)

	Six months ended June 30,
	2014			2015
Revenue:
License and research revenue	$	2,417		$	0
Product sales and services		6,479			82,521
Total revenue		8,896			82,521
Costs and expenses:
Cost of goods and services sold		(1,280	)		(6,386	)
Research and development		(7,544	)		(13,226	)
Selling, general and administrative		(7,581	)		(10,336	)
Fair value remeasurement of acquisition liabilities, with related parties		(27,233	)		(37,254	)
Amortisation of intangible R&D assets		(5,875	)		(6,282	)
Acquisition note expenses with related parties		(3,013	)		-
Total		(52,526	)		(73,484	)

Operating profit (loss)		(43,630	)		9,037

Net interest income (expense)		220			1,456
Interest expense		(5,552	)		(482	)
Interest expense on debt related to the royalty agreement with related parties		(1,235	)		(2,985	)
Foreign exchange gain (loss)		471			7,936

Income (loss) before income taxes		(49,726	)		14,962
Income tax benefit (expense)		2,665			(20,715	)
Net income (loss) from continuing operations		(47,061	)		(5,753	)
Net income (loss) from discontinued operations	$	(650	)	$	0
Net income (loss)	$	(47,711	)	$	(5,753	)

Earnings (loss) per ordinary share (Basic and Diluted)

Continuing operations	$	(1.41	)	$	(0.14	)
Discontinued operations	$	(0.02	)	$	0.00
Net income (loss)	$	(1.43	)	$	(0.14	)

Weighted average number of shares outstanding (in thousands) :

Basic		33,403			40,281
Diluted		33,403			40,281

See notes to condensed consolidated financial statements

Condensed Consolidated Statements of Comprehensive Income (Loss)

(Unaudited)

(Amounts in thousands of dollars)

	Three months ended June 30,
	2014			2015

Net Income (loss)	$	(21,073	)	$	(17,400	)
Other comprehensive income (loss):
Net foreign currency translation gain (loss)		(1,257	)		5,262
Unrealized gain (loss) on marketable Securities		-			(356	)
Other comprehensive income (loss), net of tax		(1,257	)		4,906
Comprehensive Income (loss)	$	(22,330	)	$	(12,494	)

	Six months ended June 30,
	2014			2015

Net Income (loss)	$	(47,711	)	$	(5,753	)
Other comprehensive income (loss):
Net foreign currency translation gain (loss)		(2,025	)		(11,387	)
Unrealized gain (loss) on marketable Securities		-			-
Other comprehensive income (loss), net of tax		(2,025	)		(11,387	)
Comprehensive Income (loss)	$	(49,736	)	$	(17,140	)

See notes to condensed consolidated financial statements

Condensed Consolidated Balance Sheets

(Unaudited)

(Amounts in thousands of dollars, except per share data)

	December 31, 2014			June 30, 2015
ASSETS
Current assets:
Cash and cash equivalents	$	39,760		$	55,236
Marketable securities		53,074			60,884
Accounts receivable (net of allowance of $127 and $118 at December 31, 2014, and June 30, 2015 respectively)		1,679			3,498
Inventory		6,729			5,751
Research and development tax credit receivable		5,932			1,609
Prepaid expenses and other current assets		4,418			5,189
Total current assets from continuing operations		111,592			132,167
Total current assets from assets held for sale		730			-

Goodwill, net		18,491			18,491
Property and equipment, net		1,776			1,978
Intangible assets		28,389			22,107
Other assets:
Income tax deferred charge		13,102			11,685
Other long-term assets		125			117
Total long term assets from continuing operations		61,883			54,378
Total assets including "assets held for sale"	$	174,205		$	186,545

LIABILITIES
Current liabilities:
Current portion of long-term debt, incl to related parties	$	42,332		$	37,803
Accounts payable		8,024			11,403
Deferred revenue		1,336			21
Accrued expenses		5,667			3,096
Other current liabilities		5,672			349
Income tax payable		7,643			77
Total current liabilities from continuing operations		70,674			52,749
Total current liabilities from liabilities held for sale		168			-

Long-term debt, less current portion, incl. to related parties		76,135			111,882

Deferred tax liabilities		-			6,071
Other long-term liabilities		2,333			2,206
Total long-term liabilities from continuing operations		78,468			120,159

Shareholders' equity:
Ordinary shares: 40,191,264 issued and outstanding at December 31, 2014 and 40,498,764 at June 30, 2015 (shares authorised 52,549,354) at nominal value of 0.122 euro		6,188			6,229
Additional paid-in capital		346,582			352,423
Accumulated deficit		(320,452	)		(326,205	)
Accumulated other comprehensive income (loss)		(7,423	)		(18,810	)
Total shareholders' equity		24,895			13,637
Total liabilities and shareholders' equity including held for sale	$	174,205		$	186,545

See notes to condensed consolidated financial statements

FLAMEL TECHNOLOGIES S.A.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

	Six months ended June 30,
	2014			2015

Cash flows from operating activities:
Net income (loss)	$	(47,711	)	$	(5,753	)
Depreciation of property and equipment and intangible assets		7,216			6,531
Gains on sales of marketable securities		-			225
Grants recognized in other income and income from operations		(337	)		(1,086	)
Remeasurement of acquisition liabilities		30,246			37,256
Interest expenses on debt related to the royalty agreement including related party		1,179			2,986
Unrealized exchange gains		-			(7,315	)
Stock compensation expense		1,107			4,152
Income tax		(2,807	)		6,456
Increase (decrease) in cash from:
Accounts receivable		2,520			(1,015	)
Inventory		(1,816	)		1,175
Prepaid expenses and other current assets		(750	)		(1,460	)
Research and development tax credit receivable		5,132			3,807
Accounts payable and Other Current Liabilities		214			(3,265	)
Deferred revenue		(397	)		(1,314	)
Accrued expenses		(1,847	)		(2,138	)
Other long-term assets and liabilities		248			59
Net cash provided by (used in) operating activities		(7,803	)		39,301

Cash flows from investing activities:
Purchases of property and equipment		(712	)		(659	)
Purchase of marketable securities		(27,752	)		(31,093	)
Proceeds from sales of marketable securities		4,334			21,196
Net cash provided by (used in) investing activities		(24,130	)		(10,556	)

Cash flows from financing activities:
Repayment of Debt		(34,471	)		(5,791	)
Reimbursment of conditional grants		(151	)		(615	)
Earnout payments on acquisition related debt to related parties		(611	)		(6,118	)
Proceeds from issuance of ordinary shares and warrants		116,152			1,652
Net cash provided by (used in) financing activities		80,919			(10,872	)

Effect of exchange rate changes on cash and cash equivalents		(1,518	)		(2,397	)

Net increase (decrease) in cash and cash equivalents		47,468			15,476

Cash and cash equivalents, beginning of period		6,636			39,760

Cash and cash equivalents, end of period	$	54,104		$	55,236

Supplemental disclosures of cash flow information:
Income tax paid		281			20,875
Interest paid		5,358			1,367

See notes to condensed consolidated financial statements

FLAMEL TECHNOLOGIES S.A.

Consolidated Statements of Shareholders’ Equity (Unaudited)

(Amounts in thousands of dollars)

	Ordinary Shares				Additional Paid-in		Accumulated			Accumulated Other Comprehensive			Shareholders'
	Shares		Amount		Capital		Deficit			Income (Loss)			Equity

Balance at January 1, 2015		40,191,264	$	6,188	$	346,581	$	(320,452	)	$	(7,423	)	$	24,894
Subscription of warrants														-
Issuance of ordinary shares on exercise of stock or warrants		307,500		41		1,611								1,652
Issuance of ordinary shares on Capital Raise		-		-		-								-
Stock-based compensation expense						4,231								4,231
Net loss								(5,753	)					(5,753	)
Other comprehensive income (loss)											(11,387	)		(11,387	)
Balance at June 30, 2015		40,498,764	$	6,229	$	352,423	$	(326,205	)	$	(18,810	)	$	13,637

	Ordinary Shares				Additional Paid-in		Accumulated			Accumulated Other Comprehensive			Shareholders'
	Shares		Amount		Capital		Deficit			Income (Loss)			Equity
Balance at March 31, 2015		40,253,014	$	6,196	$	348,571	$	(308,805	)	$	(23,716	)		22,246
Subscription of warrants														-
Issuance of ordinary shares on exercise of stock or warrants		245,750		33		1,372								1,405
Issuance of ordinary shares on Capital Raise		-		-		-								-
Stock-based compensation expense						2,480								2,480
Net loss								(17,400	)					(17,400	)
Other comprehensive income (loss)											4,906			4,906
Balance at June 30, 2015		40,498,764	$	6,229	$	352,423	$	(326,205	)	$	(18,810	)	$	13,637

FLAMEL TECHNOLOGIES S.A.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

1. SUMMARY OF SIGNIFICANT accounting policies

In the opinion of the management of Flamel Technologies S.A. (the “Company”), the accompanying unaudited, condensed, consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial statements. Accordingly, these Financial Statements do not include all of the information and footnotes required for complete annual financial statements, since certain footnotes and other financial information required by generally accepted accounting principles in the United States (or US GAAP) can be condensed or omitted for interim reporting requirements. In the opinion of management, all adjustments (consisting of only normal recurring accruals) considered necessary for a fair presentation of our financial position and operating results have been included.

The preparation of consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Operating results for the six-month ended June 30, 2015 are not necessarily indicative of the results that may be expected for the full year ending December 31, 2015. These condensed consolidated interim financial statements should be read in conjunction with the Company's audited annual financial statements.

The reporting currency of the Company and its wholly-owned subsidiaries is the U.S. dollar as permitted by the SEC for a foreign private issuer (S-X Rule 3-20(a)). All financial statement amounts of the Company and any other subsidiary for which the functional currency is the Euro or any other currency other than the U.S. dollar, are translated into U.S. dollar equivalents at exchange rates as follows: (1) asset and liability accounts at period-end rates, (2) income statement accounts at weighted average exchange rates for the period-end, and (3) shareholders' equity accounts at historical rates. Corresponding translation gains or losses are recorded in shareholders' equity.

The Company followed the guidance in Financial Accounting Standards Board Accounting Standards Codification (“ASC”) Topic 205 Presentation of Financial Statements (ASC 205), Topic 360 Property, Plant and Equipment (ASC 360) and Accounting Standards Update (ASU 2014-08), Reporting of Discontinued Operations and Disclosures of Disposals of Components of an Entity in determining the accounting for the divestiture of the Pessac facility which occurred on December 1, 2014. Presenting the divestiture as a discontinued operation provides a better understanding of the results of the Company’s new strategy and in assessing the impact of the disposal on the ongoing operations of the entity.

The results of discontinued operations, less income taxes, have been reported as a separate component of income in the statement of operations. The assets and liabilities of the discontinued operation have been reported separately in the asset and liability section, of the balance sheets for the periods presented therein. See note 4 below for a description of the facts and circumstances related to the disposal.

Other comprehensive income includes currency translation adjustments and unrealized gains on marketable securities. For the six-month period ended June 30, 2015 it represents a loss of $11.4 million.

FLAMEL TECHNOLOGIES S.A.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers.” The standard requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The standard will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective and permits the use of either the retrospective or cumulative effect transition method. The ASU was originally effective for annual and interim periods beginning after December 15, 2016; however, on July 9, 2015, the FASB decided to defer by one year the effective date of the ASU. As a result, the standard will be effective for annual and interim periods beginning after December 15, 2017. The Company has not yet selected a transition method and is evaluating the impact the adoption will have on its consolidated financial statements and related disclosures.

2. REVENUES

2.1 Product sales and services

Revenue is generally recognized when persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the seller’s price to the buyer is fixed or determinable, and collectability is reasonably assured. The Company records revenue from product sales when title and risk of ownership have been transferred to the customer, which is typically upon delivery to the customer, and when the selling price is determinable. As is customary in the pharmaceutical industry, the Company’s gross product sales are subject to a variety of deductions in arriving at reported net product sales. When the Company recognizes revenue from the sale of its products, an estimate of provision for sales returns and allowances is recorded which reduces product sales. These deductions include estimates for product returns, chargebacks, payment discounts and other sales allowances and rebates. The estimate for chargebacks is determined when product is shipped from the wholesalers to their customers. The return allowance, when estimable, is based on an analysis of the historical returns of the product or similar products.

For generic products and branded products sold in mature and stable markets where changes in selling price are rare, the Company recognizes revenues upon shipment. For branded products where market conditions remain volatile and selling price is subject to change the Company recognizes revenue based on net product sales of wholesalers to their customers. For new product launches the Company recognizes revenue once sufficient data is available to determine product acceptance in the marketplace such that product returns may be estimated based on historical data and there is evidence of reorders and consideration is made of wholesaler inventory levels. Net product sales of wholesalers to their customers are determined using sales data from an independent wholesaler inventory tracking service. Net sales of wholesalers to their customers are calculated by deducting estimates for returns for wholesaler customers, chargebacks, payment discounts and other sales or discounts offered from the applicable gross sales value. Estimates for product returns are adjusted periodically based upon historical rates of returns, inventory levels in the distribution channel and other related factors.

The Company recognized net product sales of $82.5 million for the first six-month of 2015 compared to $6.4 million for the six-month period ended June 30, 2014. Branded product sales are generated on sales from wholesalers to hospitals of Bloxiverz^® and Vazculep^®. Net product sales of wholesalers to their customers (hospitals) are determined using sales data from an independent wholesaler inventory tracking service and are calculated by deducting from the applicable gross sales value estimates for returns for wholesalers’ customers, chargebacks, early payment discounts and other sales or discounts offered.

FLAMEL TECHNOLOGIES S.A.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

3. RESEARCH TAX CREDIT

The French government provides tax credits to companies for spending on innovative research and development. The research tax credit is considered as a grant and is deducted from operating expenses.

For the six-month period ended June 30, 2015, the credit amounted to $1.6 million ($0.9 million for the three month period ended June 30, 2015) compared to $2.7 million for the six-month period ended June 30, 2014 ($1.3 million for the three month period ended June 30, 2014). The decrease reflects the reduction in R&D spending that is deemed eligible for the R&D tax credit in France.

4. DISCONTINUED OPERATIONS

On December 1, 2014, the Company signed an Asset Purchase Agreement with Recipharm for the divestiture of its development and manufacturing facility located in Pessac, France.

The assets included in the divestiture were tangible equipment, furniture and fixtures, inventories and all intellectual property rights relating to the operation and technological know-how necessary in manufacturing the products that are produced in the facility and the assignment to Recipharm of all employees, customer contracts and liabilities which primarily relate to agreements of the Company with GlaxoSmithKline (“GSK”) for the manufacture and sale of Coreg CR^®. Coreg CR^® was Flamel’s lead product using the Micropump drug delivery platform that was developed with GSK and has been approved and sold in the US since 2007. The semi-finished product is manufactured in the Pessac Facility. The contracts assigned to Recipharm exclude the Amended 2003 License Agreement and 2004 License Agreement (collectively “License Agreements”) between Flamel and GSK for the development of Coreg CR^®. However, the royalties to be earned by Flamel from the sales of Coreg CR^® were transferred to Recipharm as part of the Asset Purchase Agreement. All costs and future revenues relating to the manufacture and sale of Coreg CR^® were transferred to Recipharm.

Royalties from Coreg CR^® sales amounted to $3.6 million in the first half of 2014. Revenues from sales of Coreg CR^® microparticles to GSK amounted to $3.5 million in the first half of 2014. Revenues from research revenues with undisclosed partners amounted to $1.6 million in the first half of 2014.

The aggregate consideration the company received for the acquired assets and business was $13.2 million, plus the value of acquired inventory. All cash and receivables pertaining to Pessac Facility business prior to the sale were retained by Flamel. A contribution of $0.7 million was made to finance potential future retirement indemnities payable on transferred employees. The business was accounted for as a discontinued operation in the fourth quarter of 2014 and, therefore, the operating results of our Pessac Facility business were included in Discontinued Operations for the six-month period ended June 30, 2014.

In connection with the Asset Purchase Agreement, the Company entered into a Master Agreement on Supply and Services of Products (“MSA”). Recipharm will provide various services in the domain of R&D and manufacture of pharmaceutical products for an initial non-cancellable period of five years for a minimum amount of services per year and for a cumulative total of $22.5 million. Over the initial term, any services to be provided to Flamel by Recipharm shall include internal and external costs incurred by Recipharm plus 20%, which has been determined to be fair value for such services. As of June 30, 2015 for the quarter ended, these services amounted to $1.1 million and for the six month period amounted to $2.4 million.

FLAMEL TECHNOLOGIES S.A.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Summary results of operations and major cash-flows for the Pessac business for the six and three month periods ended June 30, 2014 are detailed below. For the six and three month periods ended June 30, 2015 the Pessac business had no impact on results of operations or cash-flows other than in relation to contract manufacturing services in accordance with the “MSA” as discussed in the preceding paragraph :

In thousands of U.S. Dollars	Three months ended June 30, 2014			Six months ended June 30, 2014

Revenues	$	4,318		$	8,896
Income (loss) from operations		(873	)		(650	)
Income (loss) from discontinued operations, net of tax	$	(873	)	$	(650	)

In thousands of U.S. Dollars	Three months ended June 30, 2014			Six months ended June 30, 2014
Capital Expenditures	$	317		$	631

Depreciation and Amortization		517			1,033

Operating and investing non-cash elements		(186	)		(347	)

5. SHAREHOLDERS' EQUITY

During the six-month period ended June 30, 2015, 307,500 shares were issued by the Company as a result of the exercise of stock options and warrants.

The total amount of shares outstanding as of June 30, 2015 amounted to 40,498,764.

6. STOCK COMPENSATION EXPENSE AND EARNINGS PER SHARE

During the six-month period ended June 30, 2015, no stock options, free share awards or warrants were granted by the Company.

Given the net loss for the three month and six month periods ended June 30, 2015 there were no shares considered to have a dilutive impact for earnings per share purposes

FLAMEL TECHNOLOGIES S.A.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

7. INCOME TAX

Income (loss) before income taxes comprises the following for the six-month period ended June 30, 2015:

(in thousands of U.S. dollars)	three months ended June 30, 2015			six months ended June 30, 2015

Ireland.	$	(11,278	)	$	(16,317	)
France.		(1,123	)		9,113
United States..		5,242			22,166
Total.	$	(7,159	)	$	14,962

A reconciliation of income tax benefit (provision) computed at the French statutory rate (33.33%), Irish statutory rate (12.5%) and the US statutory rate (36.15%) to the actual income tax expense is as follows:

(in thousands of U.S. dollars)	Three months ended June 30, 2015			Six months ended June 30, 2015

Income tax benefit (provision) computed at the statutory rate	$	(115	)	$	(9,011	)
Non Taxable remeasurement of fair value accounting of earn out		(11,568	)		(13,467	)
Valuation allowance on operating losses in Ireland		(1,410	)		(2,040	)
Other temporary and permanent differences		2,851			3,803
Total	$	(10,242	)	$	(20,715	)

In accordance with ASC 740-270, Interim Reporting, the tax provision for the six months ended June 30, 2015 is computed using an estimated annual effective tax rate of 31%. This is applied to income before tax, excluding losses from Irish operations, since no benefit is anticipated to be recognized on net operating loss carry forwards for the current fiscal year and items for which a reliable estimate cannot be made. The income tax provision as of June 30, 2015 amounts to $20.7 million.

8. INTANGIBLE ASSETS

	December 31,										June 30,
	2014										2015
(In thousands of U.S. dollars)	Gross carrying amount		Accumulated amortization			Impairment			Intangible assets, net		Gross carrying amount		Accumulated amortization			Impairment			Intangible assets, net
													-
Intangible asset corresponding to acquired IPR&D of Bloxiverz		35,248		(11,749	)					23,499		35,248		(17,623	)					17,625
Intangible asset corresponding to acquired IPR&D of Vazculep		12,061		-			(7,170	)		4,891		12,061		(408	)		(7,170	)		4,483
Total Intangible assets	$	47,309	$	(11,749	)	$	(7,170	)	$	28,390	$	47,309	$	(18,031	)	$	(7,170	)	$	22,108

Intangible assets corresponding to acquired in-process R&D of Bloxiverz are being amortized on a straight-line basis over a 3 year period beginning January 1, 2014. Intangible assets corresponding to acquired in-process R&D of Vazculep are amortized on a straight-line period over 6-years beginning January 1, 2015.

FLAMEL TECHNOLOGIES S.A.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

9. INVENTORY

Inventories consist of raw materials and finished products, which are stated at cost determined under the first-in, first-out ("FIFO") method. Raw materials used in the production of pre-clinical and clinical products are expensed as R&D costs when consumed. The Company establishes reserves for inventory estimated to be obsolete, unmarketable or slow-moving on a case by case basis.

The components of inventories were as follows:

(In thousands of U.S. dollars)	December 31, 2014		June 30, 2015

Raw materials	$	1,661	$	1,860
Finished goods.		5,068		3,891

Inventories, net	$	6,729	$	5,751

10. LONG-TERM DEBT

Long-term debt comprises:

(In thousands of U.S. dollars)	December 31, 2014		June 30, 2015

Government loans for R&D projects (a)	$	3,717	$	1,702
Acquisition liability contingent consideration (b)		70,112		89,077
Acquisition liability warrant consideration (b)		34,542		46,713
Deerfield Royalty agreement (c)		6,837		8,256
Broadfin Royalty agreement (d)		3,259		3,936

Total		118,467		149,684
Current portion		42,332		37,803
Long-term portion	$	76,135	$	111,882

(a) French government agencies provide financing to French companies for research and development. At December 31, 2014 and June 30, 2015, the Company had outstanding loans of $3.7 million and $1.7 million, respectively for various programs. These loans do not bear interest and are repayable only in the event the research project is technically or commercially successful. Potential repayment is scheduled to occur from 2015 through 2019. In June 2015, the Company reimbursed $0.5 million in relation to a loan associated with a specific research project conducted from 2003 to 2005. In addition, the Company recognized a waiver for repayment of the remaining $1.1 million on the basis of limited commercial and technical success. The waiver is accounted for as a reduction to R&D expenses.

FLAMEL TECHNOLOGIES S.A.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(b) The Acquisition liability relates to the acquisition by the Company on March 13, 2012, through its wholly owned subsidiary Flamel US Holdings, Inc., or Flamel US, of all of the membership interests of Éclat Pharmaceuticals, LLC. In exchange for all of the issued and outstanding membership interests of Éclat Pharmaceuticals, Flamel US provided consideration consisting of:

a $12 million senior, secured six-year note guaranteed by the Company and its subsidiaries and secured by the equity interests and assets of Éclat. The note was repaid in full on March 24, 2014 generating a loss of $3 million and accounted for in interest expense;

two warrants to purchase a total of 3,300,000 American Depositary Shares, each representing one ordinary share of Flamel (“ADSs”); and

a commitment to make earnout payments of 20% of any gross profit generated by certain Éclat Pharmaceuticals products. The Purchase Agreement also contains certain representations and warranties, covenants, indemnification and other customary provisions.

The fair value of the warrants was determined by using a Black-Scholes option pricing model with the following assumptions:

	December 31, 2014			June 30, 2015
Share price	$	17.13		$	21.19
Risk-free interest rate		1.17	%		0.92	%
Dividend yield		-			-
Expected volatility		56.5	%		62.90	%
Expected term		3.3 years			2.8 years

Pursuant to guidance of ASC 815-40-15-7(i), the Company determined that the Warrants issued in March 2012 as consideration for the acquisition of Éclat could not be considered as being indexed to the Company’s own stock, on the basis that the exercise price for the warrants is determined in U.S. dollars, although the functional currency of the Company is the Euro. The Company determined that these warrants should be accounted as a debt instrument.

As of June 30, 2015, the deferred consideration fair value was estimated by using a discounted cash flow model based on probability adjusted annual gross profit of each of the Éclat Pharmaceuticals products. This fair value measurement is based on significant inputs not observable in the market and thus represents a level 3 measurement as defined in ASC 820. The discount rate is 20%.

(c) On February 4, 2013 the Company concluded a $15 million debt financing transaction (Facility Agreement) with Deerfield Management a current shareholder. The consideration received was as follows:

$12.4 million for a facility agreement of a nominal value of $15 million, including a premium on reimbursement of $2.6 million. The indebtedness was repaid on March 24, 2014 in its entirety, the accelerated reimbursement of this note resulted in interest expenses of $2.5 million;

$2.6 million for a Royalty Agreement whereby, the Company’s wholly owned subsidiary Éclat subject to required regulatory approvals and launch of product, is to pay a 1.75% Royalty of the net sales of certain products sold by Éclat and any of its affiliates until December 31, 2024.

FLAMEL TECHNOLOGIES S.A.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

The fair value of the Royalty was estimated using a probability-weighted discounted cash flow model based on probability adjusted projected annual net sales of each of the products which may be approved and sold by Éclat Pharmaceuticals. This fair value measurement is based on significant inputs not observable in the market and thus represents a level 3 measurement as defined in ASC 820. The discount rate used is 20%.

(d) On December 3, 2013 the Company concluded with Broadfin Healthcare Master Fund, a current shareholder, a $15 million debt financing transaction (Facility Agreement) divided in 3 tranches of $5 million each, Under the terms of the Facility, upon closing Broadfin made an initial loan of $5.0 million. Consideration received was as follows:

$2.8 million for a Facility agreement of a nominal value of $5.0 million. Loans under the Facility were scheduled to mature upon the earlier to occur of (i) January 31, 2017 and (ii) the repayment in full of all outstanding amounts under the Deerfield Facility, but in no event prior to November 15, 2015. The indebtedness was repaid on March 24, 2014 in its entirety, the accelerated reimbursement of this note resulted in interest expenses of $ 2.2 million;

$2.2 million for a Royalty agreement whereby, the Company’s wholly owned subsidiary Éclat subject to required regulatory approvals and launch of product, is to pay a 0.834% Royalty of the net sales of certain products sold by Éclat and any of its affiliates until December 31, 2024.

Total contingent and future payments on long-term debt for the next five years ending June 30 (assuming the various assumptions of the probability adjusted annual gross profit and revenues of each of the Éclat Pharmaceuticals products and, as it relates to government research loans, the underlying projects are commercially or technically successful for governmental research loans) are as follows:

(In thousands of U.S. dollars)	June 30, 2015


2015		19,846
2016		19,513
2017		21,814
2018		21,893
2019		16,691
2020		12,352

		112,109

FLAMEL TECHNOLOGIES S.A.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

11. RELATED PARTY TRANSACTIONS

In March 2012, we acquired, through our wholly owned subsidiary Flamel US Holdings, all of the membership interests of Éclat from Éclat Holdings, an affiliate of Flamel’s largest shareholder Deerfield Capital L.P. The consideration consisted of a $12 million senior, secured six-year note that is guaranteed by us and our subsidiaries and secured by the equity interests and assets of Éclat, two warrants to purchase a total of 3,300,000 ADSs of Flamel and commitments to make earnout payments of 20% of any gross profit generated by certain Éclat products and 100% of the gross profit generated by our former product Hycet^®, up to a maximum of $1 million, which we sold in 2013. The $12 million senior note was repaid in full in March 2014 using the net proceeds from our public sale of ADSs and the Hycet^® asset was disposed of in November 2013. Upon closing of the acquisition, Mr. Anderson, the Chief Executive Officer of Éclat, was appointed Chief Executive Officer of Flamel. Mr. Anderson retains a minority interest in Éclat Holdings, (now renamed Breaking Stick Holdings, LLC), and does not have the ability to control this entity by virtue of his minority interest. The senior secured note was repaid in full in March 2014.

On February 4, 2013, we entered into a Facility Agreement (the “Deerfield Facility”), through Flamel US with Deerfield Private Design Fund II, L.P. and Deerfield Private Design International II, L.P. (together, the “Deerfield Entities”) providing for debt financing of $15 million by the Deerfield Entities (the “Loan”). The loan was repaid in full in March 2014 using the net proceeds from our public sale of ADSs.

In conjunction with our entry into the Deerfield Facility, Éclat entered into a Royalty Agreement with Horizon Santé FLML, Sarl and Deerfield Private Design Fund II, L.P., both affiliates of the Deerfield Entities (together, “Deerfield PDF/Horizon”). The Royalty Agreement provides for Éclat to pay Deerfield PDF/Horizon 1.75% of the net sales price of the products sold by us and any of our affiliates until December 31, 2024, with royalty payments accruing daily and paid in arrears for each calendar quarter during the term of the Royalty Agreement.

We have also entered into a Security Agreement dated February 4, 2013 with Deerfield PDF/Horizon, whereby Deerfield PDF/Horizon was granted a security interest in the intellectual property and regulatory rights related to the products to secure the obligations of Éclat and Flamel US, including the full and prompt payment of royalties to Deerfield PDF/Horizon under the Royalty Agreement.

On December 3, 2013, we and certain of our U.S. subsidiaries entered into a Facility Agreement (the “Broadfin Facility”) with Broadfin Healthcare Master Fund, Ltd. (“Broadfin”) providing for loans by Broadfin in an aggregate amount not to exceed $15.0 million. The loans under the Broadfin Facility and the obligations under the Royalty Agreement were secured by a first priority security interest in intellectual property associated with our Medusa technology and a junior lien on substantially all of the assets of the borrowers, which were previously pledged in connection with the Deerfield Facility, the Royalty Agreement and the notes issued in connection with the Éclat acquisition.

Under the terms of the Broadfin Facility, upon closing Broadfin made an initial loan of $5.0 million and we had the ability to request, at any time prior to August 15, 2014, up to two additional loans in the amount of $5.0 million each, with funding subject to certain specified conditions. We had the ability to prepay the outstanding loans under the Broadfin Facility at any time, without prepayment penalty and the full $5.0 million outstanding was subsequently repaid using a portion of the net proceeds from our public sale of ADSs in March 2014.

In connection with entering into the Broadfin Facility, we also entered into a Royalty Agreement with Broadfin, dated as of December 3, 2013 (the “Broadfin Royalty Agreement”). Pursuant to the Broadfin Royalty Agreement, we are required to pay a royalty of 0.834% on the net sales of certain products sold by Éclat Pharmaceuticals, LLC and any of its affiliates until December 31, 2024.

FLAMEL TECHNOLOGIES S.A.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

12. FAIR VALUE OF FINANCIAL INSTRUMENTS

At December 31, 2014 and June 30, 2015, the carrying values of financial instruments such as cash and cash equivalents, trade receivables and payables, other receivables and accrued liabilities and the current portion of long-term debt approximated their market values, based on the short-term maturities of these instruments.

The company calculates fair values for its marketable securities based on quoted market prices for identical assets and liabilities which represent Level 1 of the ASC 820-10 fair value hierarchy.

At December 31, 2014 and June 30, 2015 the fair values of long-term debt and long-term receivables were comparable with their respective carrying values.

The following table presents information about the Company securities based on quoted market prices for identical assets and liabilities for June 30, 2015 and indicates the fair value hierarchy of the valuation techniques utilized to determine such fair value.

											six months ended June, 30 2015						six months ended June,30 2014
(in thousands of US Dollars)	Net Carrying Value as of December 31, 2014		Net Carrying Value as of June 30, 2015		Fair Value Measured and Recorded Using						Operational Gain (losses) recognized in earnings		Financial Gain (losses) recognized in earnings		Total		Operational Gain (losses) recognized in earnings		Financial Gain (losses) recognized in earnings		Total
					Level 1		Level 2		Level 3
Assets
Cash and cash equivalent		39,760		55,236		55,236		-		-		-		-		-		-		-		-
Marketable securities		53,074		60,884		60,884		-		-		-		659		659		-		-		-
Total								-		-		-		659		659

											six months ended June, 30 2015									six months ended June,30 2014
(in thousands of US Dollars)	Net Carrying Value as of December 31, 2014		Net Carrying Value as of June 30, 2015		Fair Value Measured and Recorded Using						Operational Gain (losses) recognized in earnings "Fair Value remeasurement of Acquisition liabilities"			Financial Gain (losses) recognized in earnings "Interest expense on debt related to the royalty agreement "			Total			Operational Gain (losses) recognized in earnings "Fair Value remeasurement of Acquisition liabilities"			Financial Gain (losses) recognized in earnings "Interest expense on debt related to the royalty agreement "			Total
					Level 1		Level 2		Level 3
Liabilities
Acquisition liability contingent consideration (a)		70,112		89,077		-		-		89,077		(25,083	)		-			(25,083	)		(8,862	)					(8,862	)
Acquisition liability note (b).		-		-		-		-		-								-			(3,013	)					(3,013	)
Acquisition liability warrant consideration (c)		34,542		46,713		-		-		46,713		(12,171	)		-			(12,171	)		(18,371	)		-			(18,371	)

Deerfield Royalty Agreement (d)		6,837		8,256						8,256					(2,021	)		(2,021	)					(836	)		(836	)
Broadfin Royalty Agreement (d)		3,259		3,936						3,936					(964	)		(964	)		-			(399	)		(399	)
Total		114,750		147,982						147,982		(37,254	)		(2,985	)		(40,239	)		(30,246	)		(1,235	)		(31,481	)

The fair values of the financial instruments in connection with the acquisition of Éclat (see note 10 Long-Term Debt) are estimated as follows:

(a) Acquisition liability contingent consideration: the fair value is estimated using a discounted cash flow model based on probability adjusted projected annual gross profit of each of the products which formed the project portfolio at the time of acquisition of Éclat Pharmaceuticals (Note 10 Long Term Debt).

The fair value of the contingent consideration will change over time in accordance with the changes in market conditions and business plan projections as it relates to market size, market share, product pricing, competitive landscape, and gross profit margins expected for each of the products.

(b) Acquisition liability Note: the Company uses a probability-weighted discounted cash flow model (see note 10 Long Term Debt). The note was repaid on March 24, 2014.

FLAMEL TECHNOLOGIES S.A.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(c) Acquisition liability warrant consideration: the Company uses a Black-Scholes option pricing model. The fair value of the warrant consideration will change over time depending on the volatility and share price at balance sheet date (see note 10 Long Term Debt).

(d) Broadfin and Deerfield Royalty Agreement: the fair value is estimated using a discounted cash flow model based on probability adjusted projected annual net sales of each of the products which may be approved and sold by Éclat Pharmaceuticals (Note 10 Long Term Debt). The discount rate used is 20%.

The following tables provide a reconciliation of fair value for which the Company used Level 3 inputs:

(in thousands of US Dollars)	Acquisition
	Liabilities
Liability recorded upon acquisition	$	(50,927	)
Operational gain (loss) recognized in earnings for fiscal year 2012 & 2013		(9,142	)
Payment deferred consideration (Hycet) & interest on acquisition liability note.		1,176
Net carrying value at January 1, 2014.		(58,893	)
Operational gain (loss) recognized in earnings for fiscal year 2014...		(60,503	)
Reimbursment of acquisition liability note.		12,000
Payment of interest on acquisition liability note..		1,389
Payment of deferred consideration.		1,354

Net carrying value at January 1, 2015.		(104,653	)
Fair value remeasurement recognized in earnings for six months to June 30, 2015		(37,254	)
Payment of deferred consideration.		6,117
Net carrying value at June 30, 2015	$	(135,791	)

(in thousands of US Dollars)	Deerfield Royalty			Broadfin Royalty
	Agreement			Agreement
Liability recorded upon execution of Agreeement	$	(2,600	)	$	(2,187	)
Interest expense recognized in earnings for 2013		(1,990	)
Interest expense recognized in earnings for 2014		(2,386	)		(1,139	)
Payment of Royalty 2014		140			67
Net carrying value at Jan 1, 2015		(6,837	)		(3,259	)
Interest expense recognized in earnings for 6 months to June 30, 2015		(2,021	)		(964	)
Payment of Royalty		601			287
Net carrying value at June 30, 2015	$	(8,257	)	$	(3,936	)

The acquisition liabilities, consisting of the warrants and deferred consideration, and Royalty agreement all of which are classified as long-term debt, are measured at fair value and the income or expense may change significantly as assumptions regarding the valuations and probability of successful development and approval of products in development vary.

13. Subsequent events

The Company determines the fair value of contingent consideration and royalty agreements, classified as long term debt, by reference to a probability-weighted discounted cash flow model. The model changes over time as a result of changes in market conditions and including market size, market share, product pricing, competitive landscape, and gross profit margins expected for each of the products. Subsequent to June 30, 2015 the Company received acceptance from the FDA of its third NDA filing and observed changes in market conditions related to price increases implemented on competitor products and related to market share. Such events occurring subsequent to the balance sheet date have modified business plan projections and corresponding cash flows, which has resulted in a corresponding increase in the fair value of contingent consideration and royalty agreements of $56.0 million to reach $146.6 million as of September 30, 2015. The Company is evaluating the financial impact of events occurring subsequent to September 30, 2015 on the fair value of contingent consideration and royalty agreements.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Forward-Looking Statements

This report on Form 6-K contains forward-looking statements. We may make additional written or oral forward-looking statements from time to time in filings with the Securities and Exchange Commission or otherwise. The words “will,” “may”, ”believe,” “expect,” “anticipate,” “estimate,” “project,” and the negative of these and similar expressions identify forward-looking statements, which speak only as of the date the statement is made. Such forward-looking statements are within the meaning of that term in Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Although we believe that our forward-looking statements are based on reasonable assumptions within the bounds of our knowledge of our business and operations, our business is subject to significant risks and there can be no assurance that actual results of our research, development and commercialization activities and our results of operations will not differ materially from our expectations.

Forward-looking statements are subject to inherent risks and uncertainties, some of which cannot be predicted or quantified. Future events and actual results could differ materially from those set forth in, contemplated by or underlying the forward-looking statements. We undertake no obligation to update these forward-looking statements as a result of new information, future events or otherwise. You should not place undue reliance on these forward looking statements. Factors that could cause actual results to differ from expectations include, among others, those listed in Part II, Item 1A, Risk Factors of this Form 6-K and set forth in more detail in “Risk Factors” in our Form 20-F for the fiscal year ended December 31, 2014.

RESULTS OF OPERATIONS – Three months ended June 30, 2015 compared to three months ended June 30, 2014

For the three months ended June 30, 2015, revenues were $49.8 million compared to $4.3 million for the same quarter of 2014. This increase was driven from higher sales of Bloxiverz of $43.3 million resulting from market share gains and higher net selling prices. The launch of Vazculep also contributed to the sales increase and generated $3.6 million of higher sales when compared to the same period last year.

Costs of goods and services sold were $2.8 million in the three-month period ended June 30, 2015 compared to $0.5 million for the three-month period ended June 30, 2014. This increase is due to the increase in product sales.

Research and development expenditures increased to $7.2 million in the three months ended June 30, 2015 compared to $3.6 million in the three months ended June 30, 2014. This increase results from a $2.3 million filing fee for the third Éclat product and the Company’s continued investment in its pipeline products.

Selling, general and administrative expenses increased to $5.9 million in the three months ended June 30, 2015 compared to $4.1 million in the three months ended June 30, 2014. This increase results from higher non-cash stock compensation expenses and recruitment costs associated with the Company’s efforts to reinforce its management team.

Fair value remeasurement of acquisition liabilities increased from $12.6 million in the three-month period ended June 30, 2014 to $32.0 million in the three-month period ended June 30, 2015. This increase reflects management’s assessment that the earn-out to be paid on future product sales is higher than in the past.

Amortization of intangible assets associated with the development of Bloxiverz and Vazculep amounts to $3.1 million for the three-month period ended June 30, 2015 compared with $2.9 million in the prior period. Amortization of R&D assets associated with Vazculep started on January 1, 2015 generating an increase in amortization expense year over year.

Foreign exchange loss amounted to $3.6 million for the three-month period ended June 30, 2015 compared with a $0.3 million foreign exchange loss in the prior period. The fluctuation results from the weakening of the USD over the second quarter of 2015 and the corresponding impact on the valuation of assets denominated in USD that are recorded in the accounts of the parent company for which the functional currency is the Euro.

Income tax expense amounted to $10.2 million for the three-month period ended June 30, 2015 compared to $0.1 million in the prior period. Income tax expense is generated essentially from our operations in the US. Higher pre-tax income in the U.S. drove the higher tax expense. Our R&D expenses are essentially incurred in Europe prohibiting the offset of such expenses to income generated in the US.

Net loss for the three-month period ended June 30, 2015 was $17.4 million, compared to a net loss of $21.1 million in the three-month period ended June 30, 2014. Net loss per share (basic) for the three-month period ended June 30, 2015 was ($0.43), compared to a net loss per share in the year-ago period of ($0.53).

RESULTS OF OPERATIONS – Six months ended June 30, 2015 compared to six months ended June 30, 2014

For the six months ended June 30, 2015, revenues were $82.5 million compared to $8.9 million reported for the same period in 2014. This increase was driven from higher sales of Bloxiverz of $68.5 million resulting from market share gains and higher net selling prices. The launch of Vazculep also contributed to the sales increase and generated $7.2 million of higher sales when compared to the same period last year

Costs of goods and services sold were $6.4 million in the six-month period ended June 30, 2015 compared to $1.3 million for the six-month period ending June 30, 2014. This increase is due to the increase in product sales.

Research and development expenditures increased to $13.2 million in the six months ended June 30, 2015 compared to $7.5 million in the six months ended June 30, 2014. This increase results from a $2.3 million filing fee for the third Éclat product and the Company’s continued investment in its pipeline products.

Selling, general and administrative expenses increased to $10.3 million in the six months ended June 30, 2015, compared to $7.6 million in the six months ended June 30, 2014. This increase results from higher non-cash stock compensation expenses and recruitment costs associated with the Company’s efforts to reinforce its management team.

Fair value remeasurement of acquisition liabilities increased to $37.2 million in the six months ended June 30, 2015 from $27.2 million in the six months ended June 30, 2014. This increase reflects management’s assessment that the earn-out to be paid on future product sales has increased from one period to another.

Amortization of intangible assets associated with the development of Bloxiverz and Vazculep amounts to $6.3 million for the six-month period ended June 30, 2015 compared with $5.9 million in the prior period. Amortization of R&D assets associated with Vazculep started on January 1, 2015 generating an increase in the non-cash tax charge year over year.

Acquisition note expense amounted to $3.0 million in the six-month period ended June 30, 2014 and represents the loss incurred following early repayment of debt for the acquisition of Éclat Pharmaceuticals in March 2014.

Interest expense was $0.5 million in the six-month period ended June 30, 2015 compared to $5.6 million in the same prior year period as a result of lower debt levels due to the early repayment of debt in March 2014.

Foreign exchange gain increased to $7.9 million for the six-month period ended June 30, 2015 from $0.5 million in the prior period as a result of the strengthening of the USD which increases the value of assets denominated in USD that are recorded in the accounts of the parent company whose functional currency is the Euro.

Income tax expense amounted to $20.7 million for the six-month period ended June 30, 2015 compared to $2.7 million in the prior period. Income tax expense is generated essentially from our operations in the US. Higher pre-tax income in the U.S. drove the higher tax expense. Our R&D expenses are essentially incurred in Europe prohibiting the offset of such expenses to income generated in the US. Flamel has utilized the majority of US net operating losses carry-forwards and will remit income tax payments to the IRS on a quarterly basis.

Net loss for the six-month period ended June 30, 2015 was $5.8 million, compared to a net loss of ($47.7) million in the six-month period ended June 30, 2014. Net loss per share (basic) for the six-month period ended June 30, 2015 was ($0.14), compared to a net loss per share in the year-ago period of ($1.41).

LIQUIDITY AND CAPITAL RESOURCES

As of June 30, 2015, the Company had $116.1 million in cash, cash equivalents and marketable securities, compared to $92.8 million on December 31, 2014. This increase was principally driven from operating cash flow of $39.3 million partially offset by cash used for financing activities of $10.9 million. The Company believes it has sufficient funds to finance operations for the next twelve months which will include continued investment in pharmaceutical development of its pipeline products.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

While we may be engaged in various claims and legal proceedings in the ordinary course of business, we are not involved (whether as a defendant or otherwise) in and we have no knowledge of any threat of, any litigation, arbitration or administrative or other proceeding which management believes will have a material adverse effect on our consolidated financial position or results of operations.

Item 1A. Risk Factors

Item 3, “Key Information - Risk Factors,” of our Annual Report on Form 20-F for the year ended December 31, 2014 describes some of the risks and uncertainties associated with our business. The risk factors set forth below highlight some of these risk disclosures. Other factors may also exist that we cannot anticipate or that we currently do not consider to be significant based on information that is currently available. In addition to the other information in our SEC filings, you should consider carefully the following risk factors. The occurrence of any one or more of the risks or uncertainties described below or in our Form 20-F could have a material adverse effect on our business, financial condition and results of operations, cash flows and future results:

we depend on a small number of products and customers for the majority of our revenues and the loss of any one of these products or customers could reduce our revenues significantly.

our Bloxiverz^® and Vazculep™ products are not patent protected and could face substantial competition resulting in a loss of market share or forcing us to reduce the prices we charge for those products, which would have a material adverse effect on our revenues and results of operation.

we could fail to successfully complete the research and development for the two pipeline products we are evaluating for potential application to the FDA pursuant to our UMD strategy, or our competitors could complete the development of such products and apply for FDA approval of such products before us, which would have a material adverse effect on our future business opportunities.

we may depend on partnership arrangements or strategic alliances for the commercialization of some of our products, and the failure of any third party to fulfill its duties under such an arrangement or alliance could have a material adverse effect on our financial condition and results of operation.

our products may not gain market acceptance, and lack of such market acceptance would limit our ability to generate revenue which would have a material adverse effect on our business.

our products may not reach the commercial market for a number of reasons, which would adversely affect our future revenues.

we must invest substantial sums in research and development (“R&D”) in order to remain competitive, and we may not fully recover these investments.

the development of several of our drug delivery platforms and products depends on the services of a single provider and any interruption of such provider’s operations could significantly delay or have a material adverse effect on our product pipeline.

we depend upon a limited number of suppliers to manufacture our products and to deliver certain raw materials used in our products and the failure of any such supplier to timely deliver sufficient quantities of products or raw materials could have a material adverse effect on our business.

if our competitors develop and market technologies or products that are more effective or safer than ours, or obtain regulatory approval and market such technologies or products before we do, our commercial opportunity will be diminished or eliminated.

if we cannot adequately protect our drug delivery platforms and proprietary information, we may be unable to sustain a competitive advantage.

we depend on key personnel to execute our business plan and the loss of any one or more of these key personnel may limit our ability to effectively pursue our business plan.

In addition to the foregoing risks, the Company’s growth and expansion could adversely affect its internal control over financial reporting, which could harm its business and financial results.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting in order to provide reasonable assurance regarding the reliability of such financial reporting for external purposes in accordance with GAAP. Any system of internal control over financial reporting has inherent limitations and therefore cannot be expected to, and is not intended to, provide absolute assurance that a misstatement of the Company’s financial statements will be prevented or detected.

Over the past several years, the Company has experienced growth in the size and geographic presence of its business activities and operations. This growth has placed, and our anticipated future growth will continue to place, significant demands on our management and administrative resources, including our system of internal control over financial reporting. As a result, it will be necessary for us to continue to implement and improve our operating, administrative, financial and accounting systems and controls, including our system of internal control over financial reporting. Any failure to maintain an effective system of internal control over financial reporting could limit the Company’s ability to report its financial results accurately and on a timely basis, or to detect and prevent fraud.

INCORPORATION BY REFERENCE

This report on Form 6-K including any exhibits included herewith are incorporated by reference into Registration Statement No. 333-183961 on Form F-3 originally filed on September 18, 2012 and Registration Statement No. 333-193898 on Form F-3 originally filed on February 12, 2014, and shall be deemed a part of such registration statements from the date on which this report on Form 6-K is filed to the extent not superseded by documents or reports subsequently filed or furnished by Flamel Technologies S.A. under the Securities Act of 1933 or the Securities Exchange Act of 1934.

SIGNATURES

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, thereunto duly authorized.

	Flamel Technologies, S.A.

Dated: December 31, 2015	/s/ Michael S. Anderson
	Michael S. Anderson
	Chief Executive Officer

Document And Entity Information	6 Months Ended
Document And Entity Information	Jun. 30, 2015 shares
Document Information [Line Items]
Entity Registrant Name	FLAMEL TECHNOLOGIES SA
Entity Central Index Key	0001012477
Current Fiscal Year End Date	--12-31
Entity Filer Category	Accelerated Filer
Trading Symbol	FLML
Entity Common Stock, Shares Outstanding	40,498,764
Document Type	6-K
Amendment Flag	false
Document Period End Date	Jun. 30, 2015
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2015

Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Revenue:
License and research revenue	$ 0	$ 1,819	$ 0	$ 2,417
Product sales and services	49,795	2,499	82,521	6,479
Total revenue	49,795	4,318	82,521	8,896
Costs and expenses:
Cost of goods and services sold	(2,756)	(507)	(6,386)	(1,280)
Research and development	(7,204)	(3,600)	(13,226)	(7,544)
Selling, general and administrative	(5,873)	(4,065)	(10,336)	(7,581)
Fair value remeasurement of acquisition liabilities, with related parties	(32,000)	(12,607)	(37,254)	(27,233)
Amortisation of intangible R&D assets	(3,139)	(2,938)	(6,282)	(5,875)
Acquisition note expenses with related parties			0	(3,013)
Total	(50,972)	(23,717)	(73,484)	(52,526)
Operating profit (loss)	(1,177)	(19,399)	9,037	(43,630)
Net interest income (expense)	310	123	1,456	220
Interest expense			(482)	(5,552)
Interest expense on debt related to the royalty agreement with related parties	(2,726)	(1,079)	(2,985)	(1,235)
Foreign exchange gain (loss)	(3,565)	292	7,936	471
Income (loss) before income taxes	(7,158)	(20,063)	14,962	(49,726)
Income tax benefit (expense)	(10,242)	(137)	(20,715)	2,665
Net income (loss) from continuing operations	(17,400)	(20,200)	(5,753)	(47,061)
Net income (loss) from discontinued operations	0	(873)	0	(650)
Net income (loss)	$ (17,400)	$ (21,073)	$ (5,753)	$ (47,711)
Earnings (loss) per ordinary share (Basic and Diluted)
Continuing operations	$ (0.43)	$ (0.53)	$ (0.14)	$ (1.41)
Discontinued operations	0	(0.02)	0	(0.02)
Net income (loss)	$ (0.43)	$ (0.55)	$ (0.14)	$ (1.43)
Weighted average number of shares outstanding (in thousands) :
Basic (in shares)	40,353	38,438	40,281	33,403
Diluted (in shares)	40,353	38,438	40,281	33,403

Condensed Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Net Income (loss)	$ (17,400)	$ (21,073)	$ (5,753)	$ (47,711)
Other comprehensive income (loss):
Net foreign currency translation gain (loss)	5,262	(1,257)	(11,387)	(2,025)
Unrealized gain (loss) on marketable Securities	(356)	0	0	0
Other comprehensive income (loss), net of tax	4,906	(1,257)	(11,387)	(2,025)
Comprehensive Income (loss)	$ (12,494)	$ (22,330)	$ (17,140)	$ (49,736)

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Jun. 30, 2015	Dec. 31, 2014
Current assets:
Cash and cash equivalents	$ 55,236	$ 39,760
Marketable securities	60,884	53,074
Accounts receivable (net of allowance of $127 and $118 at December 31, 2014, and June 30, 2015 respectively)	3,498	1,679
Inventory	5,751	6,729
Research and development tax credit receivable	1,609	5,932
Prepaid expenses and other current assets	5,189	4,418
Total current assets from continuing operations	132,167	111,592
Total current assets from assets held for sale	0	730
Goodwill, net	18,491	18,491
Property and equipment, net	1,978	1,776
Intangible assets	22,107	28,389
Other assets:
Income tax deferred charge	11,685	13,102
Other long-term assets	117	125
Total long term assets from continuing operations	54,378	61,883
Total assets including "assets held for sale"	186,545	174,205
Current liabilities:
Current portion of long-term debt, incl to related parties	37,803	42,332
Accounts payable	11,403	8,024
Deferred revenue	21	1,336
Accrued expenses	3,096	5,667
Other current liabilities	349	5,672
Income tax payable	77	7,643
Total current liabilities from continuing operations	52,749	70,674
Total current liabilities from liabilities held for sale	0	168
Long-term debt, less current portion, incl. to related parties	111,882	76,135
Deferred tax liabilities	6,071	0
Other long-term liabilities	2,206	2,333
Total long-term liabilities from continuing operations	120,159	78,468
Shareholders' equity:
Ordinary shares: 40,191,264 issued and outstanding at December 31, 2014 and 40,498,764 at June 30, 2015 (shares authorised 52,549,354) at nominal value of 0.122 euro	6,229	6,188
Additional paid-in capital	352,423	346,582
Accumulated deficit	(326,205)	(320,452)
Accumulated other comprehensive income (loss)	(18,810)	(7,423)
Total shareholders' equity	13,637	24,895
Total liabilities and shareholders' equity including held for sale	$ 186,545	$ 174,205

Condensed Consolidated Balance Sheets [Parenthetical] $ in Thousands	Jun. 30, 2015 USD ($) shares	Jun. 30, 2015 € / shares	Dec. 31, 2014 USD ($) shares	Dec. 31, 2014 € / shares
Allowance for accounts receivable (in dollars) \| $	$ 118		$ 127
Common stock, par value (in euro per share) \| € / shares		€ 0.122		€ 0.122
Common stock, shares authorized	52,549,354		52,549,354
Common stock, shares issued	40,498,764		40,191,264
Common stock, shares outstanding	40,498,764		40,191,264

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014
Cash flows from operating activities:
Net income (loss)	$ (5,753)	$ (47,711)
Depreciation of property and equipment and intangible assets	6,531	7,216
Gains on sales of marketable securities	225	0
Grants recognized in other income and income from operations	(1,086)	(337)
Remeasurement of acquisition liabilities	37,256	30,246
Interest expenses on debt related to the royalty agreement including related party	2,986	1,179
Unrealized exchange gains	(7,315)	0
Stock compensation expense	4,152	1,107
Income tax	6,456	(2,807)
Increase (decrease) in cash from:
Accounts receivable	(1,015)	2,520
Inventory	1,175	(1,816)
Prepaid expenses and other current assets	(1,460)	(750)
Research and development tax credit receivable	3,807	5,132
Accounts payable and Other Current Liabilities	(3,265)	214
Deferred revenue	(1,314)	(397)
Accrued expenses	(2,138)	(1,847)
Other long-term assets and liabilities	59	248
Net cash provided by (used in) operating activities	39,301	(7,803)
Cash flows from investing activities:
Purchases of property and equipment	(659)	(712)
Purchase of marketable securities	(31,093)	(27,752)
Proceeds from sales of marketable securities	21,196	4,334
Net cash provided by (used in) investing activities	(10,556)	(24,130)
Cash flows from financing activities:
Repayment of Debt	(5,791)	(34,471)
Reimbursment of conditional grants	(615)	(151)
Earnout payments on acquisition related debt to related parties	(6,118)	(611)
Proceeds from issuance of ordinary shares and warrants	1,652	116,152
Net cash provided by (used in) financing activities	(10,872)	80,919
Effect of exchange rate changes on cash and cash equivalents	(2,397)	(1,518)
Net increase (decrease) in cash and cash equivalents	15,476	47,468
Cash and cash equivalents, beginning of period	39,760	6,636
Cash and cash equivalents, end of period	55,236	54,104
Supplemental disclosures of cash flow information:
Income tax paid	20,875	281
Interest paid	$ 1,367	$ 5,358

Consolidated Statements of Shareholders' Equity - USD ($) $ in Thousands	Total	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Accumulated Other Comprehensive Income (Loss) [Member]
Balance at Dec. 31, 2014	$ 24,895	$ 6,188	$ 346,581	$ (320,452)	$ (7,423)
Balance (in shares) at Dec. 31, 2014		40,191,264
Subscription of warrants	0
Issuance of ordinary shares on exercise of stock or warrants	1,652	$ 41	1,611
Issuance of ordinary shares on exercise of stock or warrants (in shares)		307,500
Issuance of ordinary shares on Capital raise	0	$ 0	0
Issuance of ordinary shares on Capital raise (in shares)		0
Stock-based compensation expense	4,231		4,231
Net loss	(5,753)			(5,753)
Other comprehensive income (loss)	(11,387)				(11,387)
Balance at Jun. 30, 2015	13,637	$ 6,229	352,423	(326,205)	(18,810)
Balance (in shares) at Jun. 30, 2015		40,498,764
Balance at Mar. 31, 2015	22,246	$ 6,196	348,571	(308,805)	(23,716)
Balance (in shares) at Mar. 31, 2015		40,253,014
Subscription of warrants	0
Issuance of ordinary shares on exercise of stock or warrants	1,405	$ 33	1,372
Issuance of ordinary shares on exercise of stock or warrants (in shares)		245,750
Issuance of ordinary shares on Capital raise	0	$ 0	0
Issuance of ordinary shares on Capital raise (in shares)		0
Stock-based compensation expense	2,480		2,480
Net loss	(17,400)			(17,400)
Other comprehensive income (loss)	4,906				4,906
Balance at Jun. 30, 2015	$ 13,637	$ 6,229	$ 352,423	$ (326,205)	$ (18,810)
Balance (in shares) at Jun. 30, 2015		40,498,764

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

6 Months Ended

Jun. 30, 2015

Accounting Policies [Abstract]

Significant Accounting Policies [Text Block]

1. SUMMARY OF SIGNIFICANT accounting policies

Other comprehensive income includes currency translation adjustments and unrealized gains on marketable securities. For the six-month period ended June 30, 2015 it represents a loss of $11.4 million.

REVENUES

6 Months Ended

Jun. 30, 2015

Revenue Recognition Disclosure [Abstract]

Revenue Recognition Disclosure [Text Block]

2. REVENUES

2.1 Product sales and services

RESEARCH TAX CREDIT

6 Months Ended

Jun. 30, 2015

Research Tax Credit [Abstract]

Research Tax Credit Disclosure [Text Block]

3. RESEARCH TAX CREDIT

The French government provides tax credits to companies for spending on innovative research and development. The research tax credit is considered as a grant and is deducted from operating expenses.

DISCONTINUED OPERATIONS

6 Months Ended

Jun. 30, 2015

Discontinued Operations and Disposal Groups [Abstract]

Disposal Groups, Including Discontinued Operations, Disclosure [Text Block]

4. DISCONTINUED OPERATIONS

On December 1, 2014, the Company signed an Asset Purchase Agreement with Recipharm for the divestiture of its development and manufacturing facility located in Pessac, France.

In thousands of U.S. Dollars	Three months ended June 30, 2014		Six months ended June 30, 2014

Revenues	$	4,318	$	8,896
Income (loss) from operations		(873)		(650)
Income (loss) from discontinued operations, net of tax	$	(873)	$	(650)

In thousands of U.S. Dollars	Three months ended June 30, 2014		Six months ended June 30, 2014
Capital Expenditures	$	317	$	631

Depreciation and Amortization		517		1,033

Operating and investing non-cash elements		(186)		(347)

SHAREHOLDERS' EQUITY

6 Months Ended

Jun. 30, 2015

Stockholders' Equity Note [Abstract]

Stockholders' Equity Note Disclosure [Text Block]

5. SHAREHOLDERS' EQUITY

During the six-month period ended June 30, 2015, 307,500 shares were issued by the Company as a result of the exercise of stock options and warrants.

The total amount of shares outstanding as of June 30, 2015 amounted to 40,498,764.

STOCK COMPENSATION EXPENSE AND EARNINGS PER SHARE

6 Months Ended

Jun. 30, 2015

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Disclosure of Compensation Related Costs, Share-based Payments [Text Block]

6. STOCK COMPENSATION EXPENSE AND EARNINGS PER SHARE

During the six-month period ended June 30, 2015, no stock options, free share awards or warrants were granted by the Company.

Given the net loss for the three month and six month periods ended June 30, 2015 there were no shares considered to have a dilutive impact for earnings per share purposes

INCOME TAX

6 Months Ended

Jun. 30, 2015

Income Tax Disclosure [Abstract]

Income Tax Disclosure [Text Block]

7. INCOME TAX

Income (loss) before income taxes comprises the following for the six-month period ended June 30, 2015:

(in thousands of U.S. dollars)	three months ended June 30, 2015		six months ended June 30, 2015

Ireland.	$	(11,278)	$	(16,317)
France.		(1,123)		9,113
United States..		5,242		22,166
Total.	$	(7,159)	$	14,962

(in thousands of U.S. dollars)	Three months ended June 30, 2015		Six months ended June 30, 2015

Income tax benefit (provision) computed at the statutory rate	$	(115)	$	(9,011)
Non Taxable remeasurement of fair value accounting of earn out		(11,568)		(13,467)
Valuation allowance on operating losses in Ireland		(1,410)		(2,040)
Other temporary and permanent differences		2,851		3,803
Total	$	(10,242)	$	(20,715)

INTANGIBLE ASSETS

6 Months Ended

Jun. 30, 2015

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets Disclosure [Text Block]

8. INTANGIBLE ASSETS

	December 31,								June 30,
	2014								2015
(In thousands of U.S. dollars)	Gross carrying amount		Accumulated amortization		Impairment		Intangible assets, net		Gross carrying amount		Accumulated amortization		Impairment		Intangible assets, net
												-
Intangible asset corresponding to acquired IPR&D of Bloxiverz		35,248		(11,749)				23,499		35,248		(17,623)				17,625
Intangible asset corresponding to acquired IPR&D of Vazculep		12,061		-		(7,170)		4,891		12,061		(408)		(7,170)		4,483
Total Intangible assets	$	47,309	$	(11,749)	$	(7,170)	$	28,390	$	47,309	$	(18,031)	$	(7,170)	$	22,108

INVENTORY

6 Months Ended

Jun. 30, 2015

Inventory Disclosure [Abstract]

Inventory Disclosure [Text Block]

9. INVENTORY

The components of inventories were as follows:

(In thousands of U.S. dollars)	December 31, 2014		June 30, 2015

Raw materials	$	1,661	$	1,860
Finished goods.		5,068		3,891

Inventories, net	$	6,729	$	5,751

LONG-TERM DEBT

6 Months Ended

Jun. 30, 2015

Debt Disclosure [Abstract]

Long-term Debt [Text Block]

10. LONG-TERM DEBT

Long-term debt comprises:

(In thousands of U.S. dollars)	December 31, 2014		June 30, 2015

Government loans for R&D projects (a)	$	3,717	$	1,702
Acquisition liability contingent consideration (b)		70,112		89,077
Acquisition liability warrant consideration (b)		34,542		46,713
Deerfield Royalty agreement (c)		6,837		8,256
Broadfin Royalty agreement (d)		3,259		3,936

Total		118,467		149,684
Current portion		42,332		37,803
Long-term portion	$	76,135	$	111,882

⋅	a $12 million senior, secured six-year note guaranteed by the Company and its subsidiaries and secured by the equity interests and assets of Éclat. The note was repaid in full on March 24, 2014 generating a loss of $3 million and accounted for in interest expense;

⋅	two warrants to purchase a total of 3,300,000 American Depositary Shares, each representing one ordinary share of Flamel (“ADSs”); and

⋅	a commitment to make earnout payments of 20% of any gross profit generated by certain Éclat Pharmaceuticals products. The Purchase Agreement also contains certain representations and warranties, covenants, indemnification and other customary provisions.

The fair value of the warrants was determined by using a Black-Scholes option pricing model with the following assumptions:

	December 31, 2014			June 30, 2015
Share price	$	17.13		$	21.19
Risk-free interest rate		1.17	%		0.92	%
Dividend yield		-			-
Expected volatility		56.5	%		62.90	%
Expected term		3.3 years			2.8 years

(c) On February 4, 2013 the Company concluded a $15 million debt financing transaction (Facility Agreement) with Deerfield Management a current shareholder. The consideration received was as follows:

⋅	$12.4 million for a facility agreement of a nominal value of $15 million, including a premium on reimbursement of $2.6 million. The indebtedness was repaid on March 24, 2014 in its entirety, the accelerated reimbursement of this note resulted in interest expenses of $2.5 million;

⋅	$2.6 million for a Royalty Agreement whereby, the Company’s wholly owned subsidiary Éclat subject to required regulatory approvals and launch of product, is to pay a 1.75% Royalty of the net sales of certain products sold by Éclat and any of its affiliates until December 31, 2024.

⋅

⋅	$2.2 million for a Royalty agreement whereby, the Company’s wholly owned subsidiary Éclat subject to required regulatory approvals and launch of product, is to pay a 0.834% Royalty of the net sales of certain products sold by Éclat and any of its affiliates until December 31, 2024.

(In thousands of U.S. dollars)	June 30, 2015


2015		19,846
2016		19,513
2017		21,814
2018		21,893
2019		16,691
2020		12,352

		112,109

RELATED PARTY TRANSACTIONS

6 Months Ended

Jun. 30, 2015

11. RELATED PARTY TRANSACTIONS

FAIR VALUE OF FINANCIAL INSTRUMENTS

6 Months Ended

Jun. 30, 2015

Fair Value Disclosures [Abstract]

Fair Value Disclosures [Text Block]

12. FAIR VALUE OF FINANCIAL INSTRUMENTS

The company calculates fair values for its marketable securities based on quoted market prices for identical assets and liabilities which represent Level 1 of the ASC 820-10 fair value hierarchy.

At December 31, 2014 and June 30, 2015 the fair values of long-term debt and long-term receivables were comparable with their respective carrying values.

											six months ended June, 30 2015						six months ended June,30 2014
	Net Carrying
	Value as of		Net Carrying								Operational Gain
	December 31,		Value as of								(losses) recognized in		Financial Gain (losses)				Operational Gain (losses)		Financial Gain (losses)
(in thousands of US Dollars)	2014		June 30, 2015		Fair Value Measured and Recorded Using						earnings		recognized in earnings		Total		recognized in earnings		recognized in earnings		Total
					Level 1		Level 2		Level 3
Assets
Cash and cash equivalent		39,760		55,236		55,236		-		-		-		-		-		-		-		-
Marketable securities		53,074		60,884		60,884		-		-		-		659		659		-		-		-
Total								-		-		-		659		659

											six months ended June, 30 2015						six months ended June,30 2014
											Operational Gain		Financial Gain (losses)				Operational Gain (losses)		Financial Gain (losses)
	Net Carrying		Net Carrying								(losses) recognized in		recognized in earnings				recognized in earnings		recognized in earnings
	Value as of		Value as of								earnings "Fair Value		"Interest expense on				"Fair Value		"Interest expense on debt
	December 31,		June 30,								remeasurement of		debt related to the				remeasurement of		related to the royalty
(in thousands of US Dollars)	2014		2015		Fair Value Measured and Recorded Using						Acquisition liabilities"		royalty agreement "		Total		Acquisition liabilities"		agreement "		Total
					Level 1		Level 2		Level 3
Liabilities
Acquisition liability contingent consideration (a)		70,112		89,077		-		-		89,077		(25,083)		-		(25,083)		(8,862)				(8,862)
Acquisition liability note (b).		-		-		-		-		-						-		(3,013)				(3,013)
Acquisition liability warrant consideration (c)		34,542		46,713		-		-		46,713		(12,171)		-		(12,171)		(18,371)		-		(18,371)

Deerfield Royalty Agreement (d)		6,837		8,256						8,256				(2,021)		(2,021)				(836)		(836)
Broadfin Royalty Agreement (d)		3,259		3,936						3,936				(964)		(964)		-		(399)		(399)
Total		114,750		147,982						147,982		(37,254)		(2,985)		(40,239)		(30,246)		(1,235)		(31,481)

The fair values of the financial instruments in connection with the acquisition of Éclat (see note 10 Long-Term Debt) are estimated as follows:

(b) Acquisition liability Note: the Company uses a probability-weighted discounted cash flow model (see note 10 Long Term Debt). The note was repaid on March 24, 2014.

The following tables provide a reconciliation of fair value for which the Company used Level 3 inputs:

(in thousands of US Dollars)	Acquisition
	Liabilities
Liability recorded upon acquisition	$	(50,927)
Operational gain (loss) recognized in earnings for fiscal year 2012 & 2013		(9,142)
Payment deferred consideration (Hycet) & interest on acquisition liability note.		1,176
Net carrying value at January 1, 2014.		(58,893)
Operational gain (loss) recognized in earnings for fiscal year 2014...		(60,503)
Reimbursment of acquisition liability note.		12,000
Payment of interest on acquisition liability note..		1,389
Payment of deferred consideration.		1,354

Net carrying value at January 1, 2015.		(104,653)
Fair value remeasurement recognized in earnings for six months to June 30, 2015		(37,254)
Payment of deferred consideration.		6,117
Net carrying value at June 30, 2015	$	(135,791)

(in thousands of US Dollars)	Deerfield Royalty		Broadfin Royalty
	Agreement		Agreement
Liability recorded upon execution of Agreeement	$	(2,600)	$	(2,187)
Interest expense recognized in earnings for 2013		(1,990)
Interest expense recognized in earnings for 2014		(2,386)		(1,139)
Payment of Royalty 2014		140		67
Net carrying value at Jan 1, 2015		(6,837)		(3,259)
Interest expense recognized in earnings for 6 months to June 30, 2015		(2,021)		(964)
Payment of Royalty		601		287
Net carrying value at June 30, 2015	$	(8,257)	$	(3,936)

SUBSEQUENT EVENTS

6 Months Ended

Jun. 30, 2015

Subsequent Events [Abstract]

Subsequent Events [Text Block]

13. Subsequent events

DISCONTINUED OPERATIONS (Tables)

6 Months Ended

Jun. 30, 2015

Discontinued Operations and Disposal Groups [Abstract]

Schedule Of Disposal Groups Including Discontinued Operation Income Statement [Table Text Block]

In thousands of U.S. Dollars	Three months ended June 30, 2014		Six months ended June 30, 2014

Revenues	$	4,318	$	8,896
Income (loss) from operations		(873)		(650)
Income (loss) from discontinued operations, net of tax	$	(873)	$	(650)

Schedule Of Disposal Groups Including Discontinued Operation Cash Flows [Table Text Block]

In thousands of U.S. Dollars	Three months ended June 30, 2014		Six months ended June 30, 2014
Capital Expenditures	$	317	$	631

Depreciation and Amortization		517		1,033

Operating and investing non-cash elements		(186)		(347)

INCOME TAX (Tables)

6 Months Ended

Jun. 30, 2015

Income Tax Disclosure [Abstract]

Schedule Of Components Of Income Before Income Tax [Table Text Block]

Income (loss) before income taxes comprises the following for the six-month period ended June 30, 2015:

(in thousands of U.S. dollars)	three months ended June 30, 2015		six months ended June 30, 2015

Ireland.	$	(11,278)	$	(16,317)
France.		(1,123)		9,113
United States..		5,242		22,166
Total.	$	(7,159)	$	14,962

Schedule of Effective Income Tax Rate Reconciliation [Table Text Block]

(in thousands of U.S. dollars)	Three months ended June 30, 2015		Six months ended June 30, 2015

Income tax benefit (provision) computed at the statutory rate	$	(115)	$	(9,011)
Non Taxable remeasurement of fair value accounting of earn out		(11,568)		(13,467)
Valuation allowance on operating losses in Ireland		(1,410)		(2,040)
Other temporary and permanent differences		2,851		3,803
Total	$	(10,242)	$	(20,715)

INTANGIBLE ASSETS (Tables)

6 Months Ended

Jun. 30, 2015

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Finite-Lived Intangible Assets [Table Text Block]

	December 31,								June 30,
	2014								2015
(In thousands of U.S. dollars)	Gross carrying amount		Accumulated amortization		Impairment		Intangible assets, net		Gross carrying amount		Accumulated amortization		Impairment		Intangible assets, net
												-
Intangible asset corresponding to acquired IPR&D of Bloxiverz		35,248		(11,749)				23,499		35,248		(17,623)				17,625
Intangible asset corresponding to acquired IPR&D of Vazculep		12,061		-		(7,170)		4,891		12,061		(408)		(7,170)		4,483
Total Intangible assets	$	47,309	$	(11,749)	$	(7,170)	$	28,390	$	47,309	$	(18,031)	$	(7,170)	$	22,108

INVENTORY (Tables)

6 Months Ended

Jun. 30, 2015

Inventory Disclosure [Abstract]

Schedule of Inventory, Current [Table Text Block]

The components of inventories were as follows:

(In thousands of U.S. dollars)	December 31, 2014		June 30, 2015

Raw materials	$	1,661	$	1,860
Finished goods.		5,068		3,891

Inventories, net	$	6,729	$	5,751

LONG-TERM DEBT (Tables)

6 Months Ended

Jun. 30, 2015

Debt Disclosure [Abstract]

Schedule of Long-term Debt Instruments [Table Text Block]

Long-term debt comprises:

(In thousands of U.S. dollars)	December 31, 2014		June 30, 2015

Government loans for R&D projects (a)	$	3,717	$	1,702
Acquisition liability contingent consideration (b)		70,112		89,077
Acquisition liability warrant consideration (b)		34,542		46,713
Deerfield Royalty agreement (c)		6,837		8,256
Broadfin Royalty agreement (d)		3,259		3,936

Total		118,467		149,684
Current portion		42,332		37,803
Long-term portion	$	76,135	$	111,882

⋅	a $12 million senior, secured six-year note guaranteed by the Company and its subsidiaries and secured by the equity interests and assets of Éclat. The note was repaid in full on March 24, 2014 generating a loss of $3 million and accounted for in interest expense;

⋅	two warrants to purchase a total of 3,300,000 American Depositary Shares, each representing one ordinary share of Flamel (“ADSs”); and

⋅	a commitment to make earnout payments of 20% of any gross profit generated by certain Éclat Pharmaceuticals products. The Purchase Agreement also contains certain representations and warranties, covenants, indemnification and other customary provisions.

(c) On February 4, 2013 the Company concluded a $15 million debt financing transaction (Facility Agreement) with Deerfield Management a current shareholder. The consideration received was as follows:

⋅	$12.4 million for a facility agreement of a nominal value of $15 million, including a premium on reimbursement of $2.6 million. The indebtedness was repaid on March 24, 2014 in its entirety, the accelerated reimbursement of this note resulted in interest expenses of $2.5 million;

⋅	$2.6 million for a Royalty Agreement whereby, the Company’s wholly owned subsidiary Éclat subject to required regulatory approvals and launch of product, is to pay a 1.75% Royalty of the net sales of certain products sold by Éclat and any of its affiliates until December 31, 2024.

⋅

⋅	$2.2 million for a Royalty agreement whereby, the Company’s wholly owned subsidiary Éclat subject to required regulatory approvals and launch of product, is to pay a 0.834% Royalty of the net sales of certain products sold by Éclat and any of its affiliates until December 31, 2024.

Schedule Of Fair Value Assumptions Of Warrant [Table Text Block]

The fair value of the warrants was determined by using a Black-Scholes option pricing model with the following assumptions:

	December 31, 2014			June 30, 2015
Share price	$	17.13		$	21.19
Risk-free interest rate		1.17	%		0.92	%
Dividend yield		-			-
Expected volatility		56.5	%		62.90	%
Expected term		3.3 years			2.8 years

Schedule of Maturities of Long-term Debt [Table Text Block]

(In thousands of U.S. dollars)	June 30, 2015


2015		19,846
2016		19,513
2017		21,814
2018		21,893
2019		16,691
2020		12,352

		112,109

FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables)

6 Months Ended

Jun. 30, 2015

Fair Value Disclosures [Abstract]

Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block]

											six months ended June, 30 2015						six months ended June,30 2014
	Net Carrying
	Value as of		Net Carrying								Operational Gain
	December 31,		Value as of								(losses) recognized in		Financial Gain (losses)				Operational Gain (losses)		Financial Gain (losses)
(in thousands of US Dollars)	2014		June 30, 2015		Fair Value Measured and Recorded Using						earnings		recognized in earnings		Total		recognized in earnings		recognized in earnings		Total
					Level 1		Level 2		Level 3
Assets
Cash and cash equivalent		39,760		55,236		55,236		-		-		-		-		-		-		-		-
Marketable securities		53,074		60,884		60,884		-		-		-		659		659		-		-		-
Total								-		-		-		659		659

											six months ended June, 30 2015						six months ended June,30 2014
											Operational Gain		Financial Gain (losses)				Operational Gain (losses)		Financial Gain (losses)
	Net Carrying		Net Carrying								(losses) recognized in		recognized in earnings				recognized in earnings		recognized in earnings
	Value as of		Value as of								earnings "Fair Value		"Interest expense on				"Fair Value		"Interest expense on debt
	December 31,		June 30,								remeasurement of		debt related to the				remeasurement of		related to the royalty
(in thousands of US Dollars)	2014		2015		Fair Value Measured and Recorded Using						Acquisition liabilities"		royalty agreement "		Total		Acquisition liabilities"		agreement "		Total
					Level 1		Level 2		Level 3
Liabilities
Acquisition liability contingent consideration (a)		70,112		89,077		-		-		89,077		(25,083)		-		(25,083)		(8,862)				(8,862)
Acquisition liability note (b).		-		-		-		-		-						-		(3,013)				(3,013)
Acquisition liability warrant consideration (c)		34,542		46,713		-		-		46,713		(12,171)		-		(12,171)		(18,371)		-		(18,371)

Deerfield Royalty Agreement (d)		6,837		8,256						8,256				(2,021)		(2,021)				(836)		(836)
Broadfin Royalty Agreement (d)		3,259		3,936						3,936				(964)		(964)		-		(399)		(399)
Total		114,750		147,982						147,982		(37,254)		(2,985)		(40,239)		(30,246)		(1,235)		(31,481)

The fair values of the financial instruments in connection with the acquisition of Éclat (see note 10 Long-Term Debt) are estimated as follows:

(b) Acquisition liability Note: the Company uses a probability-weighted discounted cash flow model (see note 10 Long Term Debt). The note was repaid on March 24, 2014.

Fair Value Inputs, Liabilities, Quantitative Information [Table Text Block]

The following tables provide a reconciliation of fair value for which the Company used Level 3 inputs:

(in thousands of US Dollars)	Acquisition
	Liabilities
Liability recorded upon acquisition	$	(50,927)
Operational gain (loss) recognized in earnings for fiscal year 2012 & 2013		(9,142)
Payment deferred consideration (Hycet) & interest on acquisition liability note.		1,176
Net carrying value at January 1, 2014.		(58,893)
Operational gain (loss) recognized in earnings for fiscal year 2014...		(60,503)
Reimbursment of acquisition liability note.		12,000
Payment of interest on acquisition liability note..		1,389
Payment of deferred consideration.		1,354

Net carrying value at January 1, 2015.		(104,653)
Fair value remeasurement recognized in earnings for six months to June 30, 2015		(37,254)
Payment of deferred consideration.		6,117
Net carrying value at June 30, 2015	$	(135,791)

(in thousands of US Dollars)	Deerfield Royalty		Broadfin Royalty
	Agreement		Agreement
Liability recorded upon execution of Agreeement	$	(2,600)	$	(2,187)
Interest expense recognized in earnings for 2013		(1,990)
Interest expense recognized in earnings for 2014		(2,386)		(1,139)
Payment of Royalty 2014		140		67
Net carrying value at Jan 1, 2015		(6,837)		(3,259)
Interest expense recognized in earnings for 6 months to June 30, 2015		(2,021)		(964)
Payment of Royalty		601		287
Net carrying value at June 30, 2015	$	(8,257)	$	(3,936)

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Textual) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Parent, Total	$ 4,906	$ (1,257)	$ (11,387)	$ (2,025)

REVENUES (Details Textual) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
REVENUES (Details Textual) - USD ($) $ in Thousands	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Product sales and services	$ 49,795	$ 2,499	$ 82,521	$ 6,479

RESEARCH TAX CREDIT (Details Textual) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Income Tax Reconciliation, Tax Credits, Research	$ 0.9	$ 1.3	$ 1.6	$ 2.7

DISCONTINUED OPERATIONS (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
DISCONTINUED OPERATIONS (Details) - USD ($) $ in Thousands	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Disposal Groups, Including Discontinued Operation Income Statement [Line Items]
Revenues		$ 4,318		$ 8,896
Income (loss) from operations		(873)		(650)
Income (loss) from discontinued operations, net of tax	$ 0	$ (873)	$ 0	$ (650)

DISCONTINUED OPERATIONS (Details 1) - USD ($) $ in Thousands	3 Months Ended	6 Months Ended
	Jun. 30, 2014	Jun. 30, 2014
Disposals Group Including Discontinued Operation Cash Flows [Line Items]
Capital Expenditures	$ 317	$ 631
Depreciation and Amortization	517	1,033
Operating and investing non-cash elements	$ (186)	$ (347)

DISCONTINUED OPERATIONS (Details Textual) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Discontinued Operations [Line Items]
Minimum Amount On Supply And Services Of Products	$ 1,100		$ 2,400	$ 22,500
License and Research Revenue	$ 0	$ 1,819	$ 0	2,417
Pessac Business [Member]
Discontinued Operations [Line Items]
Contribution For Potential Employee Obligations				700
Proceeds from Divestiture of Businesses				$ 13,200
Recipharm AB [Member]
Discontinued Operations [Line Items]
Percentage Of Margin On Costs Incurred On Services				20.00%
Undisclosed Partners [Member]
Discontinued Operations [Line Items]
License and Research Revenue				$ 1,600
Coreg Sales [Member]
Discontinued Operations [Line Items]
Other Revenue, Net				3,500
Proceeds From Production Facilities				$ 3,600

SHAREHOLDERS' EQUITY (Details Textual) - shares	6 Months Ended
SHAREHOLDERS' EQUITY (Details Textual) - shares	Jun. 30, 2015	Dec. 31, 2014
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period	307,500
Common Stock, Shares, Outstanding	40,498,764	40,191,264

INCOME TAX (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
INCOME TAX (Details) - USD ($) $ in Thousands	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Income Taxes [Line Items]
Income (loss) before income taxes	$ (7,158)	$ (20,063)	$ 14,962	$ (49,726)
Ireland [Member]
Income Taxes [Line Items]
Income (loss) before income taxes	(11,278)		(16,317)
France [Member]
Income Taxes [Line Items]
Income (loss) before income taxes	(1,123)		9,113
United States [Member]
Income Taxes [Line Items]
Income (loss) before income taxes	$ 5,242		$ 22,166

INCOME TAX (Details 1) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
INCOME TAX (Details 1) - USD ($) $ in Thousands	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Income Taxes [Line Items]
Income tax benefit (provision) computed at the statutory rate	$ (115)		$ (9,011)
Non Taxable remeasurement of fair value accounting of earn out	(11,568)		(13,467)
Valuation allowance on operating losses in Ireland	(1,410)		(2,040)
Other temporary and permanent differences	2,851		3,803
Total	$ (10,242)	$ (137)	$ (20,715)	$ 2,665

INCOME TAX (Details Textual) $ in Millions	6 Months Ended
INCOME TAX (Details Textual) $ in Millions	Jun. 30, 2015 USD ($)
Income Taxes [Line Items]
Effective Income Tax Rate Reconciliation, State and Local Income Taxes, Percent	31.00%
Discontinued Operation, Provision for Loss (Gain) on Disposal, Net of Tax	$ 20.7
Effective Income Tax Rate Reconciliation, Percent, Total	36.15%
FRANCE
Income Taxes [Line Items]
Effective Income Tax Rate Reconciliation, Foreign Income Tax Rate Differential, Percent	33.33%
IRELAND
Income Taxes [Line Items]
Effective Income Tax Rate Reconciliation, Foreign Income Tax Rate Differential, Percent	12.50%

INTANGIBLE ASSETS (Details) - USD ($) $ in Thousands	6 Months Ended	12 Months Ended
INTANGIBLE ASSETS (Details) - USD ($) $ in Thousands	Jun. 30, 2015	Dec. 31, 2014
Finite-Lived Intangible Assets [Line Items]
Gross carrying amount	$ 47,309	$ 47,309
Accumulated amortization	(18,031)	(11,749)
Impairment	(7,170)	(7,170)
Intangible assets, net	22,108	28,390
Research and Development In Process [Member] \| Bloxiverz [Member]
Finite-Lived Intangible Assets [Line Items]
Gross carrying amount	35,248	35,248
Accumulated amortization	(17,623)	(11,749)
Intangible assets, net	17,625	23,499
Research and Development In Process [Member] \| Vazculep [Member]
Finite-Lived Intangible Assets [Line Items]
Gross carrying amount	12,061	12,061
Accumulated amortization	(408)	0
Impairment	(7,170)	(7,170)
Intangible assets, net	$ 4,483	$ 4,891

INTANGIBLE ASSETS (Details Textual) - Research and Development In Process [Member]	1 Months Ended
	Jan. 31, 2015	Jan. 31, 2014
Bloxiverz [Member]
Finite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Asset, Useful Life		3 years
Vazculep [Member]
Finite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Asset, Useful Life	6 years

INVENTORY (Details) - USD ($) $ in Thousands	Jun. 30, 2015	Dec. 31, 2014
Inventory [LineItems]
Raw materials	$ 1,860	$ 1,661
Finished goods	3,891	5,068
Inventories, net	$ 5,751	$ 6,729

LONG-TERM DEBT (Details) - USD ($)
$ in Thousands

Jun. 30, 2015

Dec. 31, 2014

LONG-TERM DEBT (Details 1) - $ / shares	6 Months Ended	12 Months Ended
LONG-TERM DEBT (Details 1) - $ / shares	Jun. 30, 2015	Dec. 31, 2014
Share price	$ 21.19	$ 17.13
Risk-free interest rate	0.92%	1.17%
Dividend yield	0.00%	0.00%
Expected volatility	62.90%	56.50%
Expected term	2 years 9 months 18 days	3 years 3 months 18 days

LONG-TERM DEBT (Details 2) $ in Thousands	Jun. 30, 2015 USD ($)
2015	$ 19,846
2016	19,513
2017	21,814
2018	21,893
2019	16,691
2020	12,352
Long-term Debt, Total	$ 112,109

LONG-TERM DEBT (Details Textual) - USD ($) $ in Thousands			6 Months Ended		12 Months Ended
LONG-TERM DEBT (Details Textual) - USD ($) $ in Thousands	Dec. 03, 2013	Feb. 04, 2013	Jun. 30, 2015	Jun. 30, 2014	Dec. 31, 2014	Dec. 31, 2013	Mar. 31, 2012
Interest Expense			$ 482	$ 5,552
Proceeds from Issuance of Long-term Debt			1,700		$ 3,700
Debt Financing Facility Agreement Amount	$ 5,000	$ 15,000
Research and Development Arrangement with Federal Government, Costs Incurred, Net			500
Research and Development Arrangement with Federal Government, Customer Funding to Offset Costs Incurred			1,100
Facility Agreement [Member]
Fair Value Inputs, Discount Rate		20.00%
Premium On Reimbursement		$ 2,600
Interest Expense	2,200	2,500
Debt Financing Facility Agreement Amount	15,000	15,000	$ 15,000
Fund Raised From Debt Financing Facility	2,800	12,400
Initial Loan Amount	5,000
Additional Loan Amount	5,000
Debt Financing Nominal Value	$ 5,000
Debt Repayment Term	Jan. 31, 2017
Royalty Agreement [Member]
Fund Raised From Debt Financing Facility	$ 2,200	$ 2,600
Long Term Debt Repayment Percentage	0.834%	1.75%
Debt Repayment Term	Dec. 31, 2024	Dec. 31, 2024
Broadfin Facility Agreement [Member]
Debt Repayment Term		Mar. 24, 2014
Eclat Pharmaceuticals [Member]
Percentage Of Earn Out Payment			20.00%			20.00%
Eclat Pharmaceuticals [Member] \| Senior Secured Six Year Note [Member]
Secured Debt			$ 12,000				$ 12,000
Interest Expense			$ 3,000
American Depository Shares [Member]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights			3,300,000

RELATED PARTY TRANSACTIONS (Details Textual) - USD ($) $ in Thousands			1 Months Ended		6 Months Ended		12 Months Ended
	Dec. 03, 2013	Feb. 04, 2013	Mar. 31, 2014	Mar. 31, 2012	Jun. 30, 2015	Jun. 30, 2014	Dec. 31, 2013
Contingent Potential Cash Payment							$ 1,000
Debt Financing Facility Agreement Amount	$ 5,000	$ 15,000
Business Combination Commitment Percentage							100.00%
Repayments of Secured Debt					$ 5,791	$ 34,471
Royalty Agreement [Member]
Long Term Debt Repayment Percentage	0.834%	1.75%
Debt Repayment Term	Dec. 31, 2024	Dec. 31, 2024
Facility Agreement [Member]
Debt Financing Facility Agreement Amount	$ 15,000	$ 15,000			$ 15,000
Line of Credit Facility, Maximum Borrowing Capacity	15,000
Line Of Credit Facility Initial Loan	5,000
Line Of Credit Facility Additional Loan	$ 5,000
Debt Repayment Term	Jan. 31, 2017
Eclat Pharmaceuticals [Member]
Percentage Of Earn Out Payment					20.00%		20.00%
Eclat Pharmaceuticals [Member] \| Senior Secured Six Year Note [Member]
Secured Debt				$ 12,000	$ 12,000
Warrants Issued During Period Warrants New Issues				3,300,000
Repayments of Secured Debt			$ 12,000

SUBSEQUENT EVENTS (Details Textual) - Scenario, Forecast [Member] $ in Millions	1 Months Ended
	Sep. 30, 2015 USD ($)
Increase Decrease In Contingent Consideration And Royalty Agreement Fair Value	$ 56.0
Contingent Consideration And Royalty Agreement Classified as Long-term Debt Fair Value	$ 146.6

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