UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | SEC 1473 (7-02) | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Secured Convertible Note (1) | 12/18/2009 | 06/18/2011 | Common Stock, $0.001 par value | 224,859 | $ 6.8 | I (2) | By Biotechnology Value Fund II, L.P. |
Secured Convertible Note (1) | 12/18/2009 | 06/18/2011 | Common Stock, $0.001 par value | 325,414 | $ 6.8 | I (3) | By Biotechnology Value Fund, L.P. |
Secured Convertible Note (1) | 12/18/2009 | 06/18/2011 | Common Stock, $0.001 par value | 821,233 | $ 6.8 | I (4) (5) | By BVF Investments, L.L.C. |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
BVF PARTNERS L P/IL 900 NORTH MICHIGAN AVENUE SUITE 1100 CHICAGO, IL 60611 |
 |  X |  |  |
BIOTECHNOLOGY VALUE FUND L P 900 NORTH MICHIGAN AVENUE SUITE 1100 CHICAGO, IL 60611 |
 |  X |  |  |
BIOTECHNOLOGY VALUE FUND II LP 900 NORTH MICHIGAN AVENUE SUITE 1100 CHICAGO, IL 60611 |
 |  X |  |  |
BVF INVESTMENTS LLC 900 NORTH MICHIGAN AVENUE SUITE 1100 CHICAGO, IL 60611 |
 |  X |  |  |
BVF INC/IL 900 NORTH MICHIGAN AVENUE SUITE 1100 CHICAGO, IL 60611 |
 |  X |  |  |
LAMPERT MARK N 900 NORTH MICHIGAN AVENUE SUITE 1100 CHICAGO, IL 60611 |
 |  X |  |  |
By: BVF Partners L.P.; By: BVF Inc., its general partner; By: /s/ Mark N. Lampert, President | 12/24/2009 | |
**Signature of Reporting Person | Date | |
By: Biotechnology Value Fund, L.P.; By: BVF Partners L.P., its general partner; By: BVF Inc., its general partner; By: /s/ Mark N. Lampert, President | 12/24/2009 | |
**Signature of Reporting Person | Date | |
By: Biotechnology Value Fund II, L.P.; By: BVF Partners L.P., its general partner; By: BVF Inc., its general partner; By: /s/ Mark N. Lampert, President | 12/24/2009 | |
**Signature of Reporting Person | Date | |
By: BVF Investments, L.L.C.; By: BVF Partners L.P., its manager; By: BVF Inc., its general partner; By: /s/ Mark N. Lampert, President | 12/24/2009 | |
**Signature of Reporting Person | Date | |
By: BVF Inc.; By: /s/ Mark N. Lampert, President | 12/24/2009 | |
**Signature of Reporting Person | Date | |
/s/ Lampert, Mark N. | 12/24/2009 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 5(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | Each of the Reporting Persons is a member of a Section 13(d) group with respect to the securities of the Issuer that beneficially owns in excess of 10% of the Issuer's outstanding Shares. The Reporting Persons disclaim beneficial ownership of the securities of the Issuer beneficially owned by the other members of the group except to the extent of his or its pecuniary interest therein. |
(2) | Securities owned directly by Biotechnology Value Fund II, L.P. ("BVF2"). As the general partner of BVF2, BVF Partners L.P. ("Partners") may be deemed to beneficially own the Shares owned by BVF2. As the general partner of Partners, BVF Inc. may be deemed to beneficially own the Shares owned by BVF2. As the sole shareholder, sole director, and an officer of BVF Inc., Mark N. Lampert may be deemed to beneficially own the Shares owned by BVF2. Partners, BVF Inc. and Mr. Lampert each disclaim beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein. |
(3) | Securities owned directly by Biotechnology Value Fund, L.P. ("BVF"). As the general partner of BVF, Partners may be deemed to beneficially own the Shares owned by BVF. As the general partner of Partners, BVF Inc. may be deemed to beneficially own the Shares owned by BVF. As the sole shareholder, sole director, and an officer of BVF Inc., Mr. Lampert may be deemed to beneficially own the Shares owned by BVF. Partners, BVF Inc. and Mr. Lampert each disclaim beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein. |
(4) | Securities owned directly by BVF Investments, L.L.C. ("BVFLLC"). As the manager of BVFLLC, Partners may be deemed to beneficially own the Shares owned by BVFLLC. As the general partner of Partners, BVF Inc. may be deemed to beneficially own the Shares owned by BVFLLC. As the sole shareholder, sole director, and an officer of BVF Inc., Mr. Lampert may be deemed to beneficially own the Shares owned by BVFLLC. Partners, BVF Inc. and Mr. Lampert each disclaim beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein. |
(5) | Pursuant to the operating agreement of BVFLLC, Partners is authorized, among other things, to invest the contributed capital of Samana Capital, L.P., the majority member of BVFLLC, in the Shares and other securities and to vote, exercise or convert and dispose of such securities and is entitled to receive fees based on assets under management and, subject to certain exceptions, allocations based on realized and unrealized gains on such assets. |