The
following constitutes Amendment No. 7 (“Amendment No. 7”) to the Schedule 13D
filed by the undersigned (the “Schedule 13D”). This Amendment No. 7
amends the Schedule 13D as specifically set forth.
Item
2.
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Identity and
Background
.
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Item 2 is
hereby amended and restated to read as follows:
(a) This
statement is filed by Biotechnology Value Fund, L.P., a Delaware limited
partnership (“BVF”), Biotechnology Value Fund II, L.P., a Delaware limited
partnership (“BVF2”), BVF Investments, L.L.C., a Delaware limited liability
company (“BVLLC”), Investment 10, L.L.C., an Illinois limited liability company
(“ILL10”), BVF Acquisition LLC, a Delaware limited liability company (“BVF
Acq”), BVF Partners L.P., a Delaware limited partnership (“Partners”), BVF Inc.,
a Delaware corporation (“BVF Inc.”), Mark N. Lampert, Oleg Nodelman, Matthew D.
Perry and Robert M. Coppedge. Each of the foregoing is referred to as
a “Reporting Person” and collectively as the “Reporting Persons.”
Each of
the Reporting Persons is a party to that certain Joint Filing and Solicitation
Agreement, as further described in Item 6. Accordingly, the Reporting Persons
are hereby filing a joint Schedule 13D.
(b) The
principal business address of BVF, BVF2, BVLLC, ILL10, BVF Acq and Partners is
900 North Michigan Avenue, Suite 1100, Chicago, Illinois 60611.
The
principal business address of BVF Inc. and Messrs. Lampert, Nodelman and Perry
is One Sansome Street, 31st Floor, San Francisco, California 94104.
The
principal business address of Mr. Coppedge is 600 Stewart Street, Suite 1400,
Seattle, Washington 98101.
(c) The
principal business of BVF, BVF2, BVLLC, ILL10, BVF Acq, Partners and BVF Inc. is
holding biotechnology stocks for investment purposes. BVF, BVF2,
BVLLC and ILL10 are members of BVF Acq. Partners serves as the
general partner of BVF and BVF2, the manager of BVLLC and the investment adviser
of ILL10. BVF Inc. serves as the investment adviser and general
partner of Partners. The principal occupation of Mr. Lampert is as
sole director and officer of BVF Inc.
The
principal occupation of Mr. Perry is portfolio manager of BVF.
The
principal occupation of Mr. Nodelman is portfolio manager of BVF.
The
principal occupation of Mr. Coppedge is Partner of Faultline
Ventures.
(d) No
Reporting Person has, during the last five years, been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors).
(e) No
Reporting Person has, during the last five years, been party to a civil
proceeding of a judicial or administrative body of competent jurisdiction nor,
as a result of such proceeding, was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws.
(f) Messrs.
Lampert, Nodelman, Perry and Coppedge are citizens of the United States of
America.
Item
5.
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Interest in Securities
of the Issuer.
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Items
5(a) is hereby amended and restated to read as follows:
(a) The
aggregate percentage of shares of Common Stock reported owned by each person
named herein is based upon 29,769,115 shares of Common Stock outstanding, which
is the total number of shares of Common Stock outstanding as of November 3,
2008, as reported in the Issuer’s Quarterly Report on Form 10-Q, filed with the
Securities and Exchange Commission on November 11, 2008.
As of the
close of business on February 4, 2009, BVF beneficially owned 1,975,340 shares
of Common Stock, BVF2 beneficially owned 1,364,911 shares of Common Stock, BVLLC
beneficially owned 4,969,764 shares of Common Stock and ILL10 beneficially owned
509,585 shares of Common Stock, representing percentage ownership of
approximately 6.64%, 4.58%, 16.69%, 1.71%, respectively, of the shares of Common
Stock outstanding.
BVF Acq
does not directly own any shares of Common Stock. As a member of a
“group” for the purposes of Rule 13d-5(b)(1) of the Securities Exchange Act of
1934, as amended, BVF Acq may be deemed to beneficially own the 8,819,600 shares
of Common Stock beneficially owned in the aggregate by the other Reporting
Persons. BVF Acq disclaims beneficial ownership of such
Shares.
As the
general partner of BVF and BVF2, the manager of BVLLC and the investment adviser
of ILL10, Partners may be deemed to beneficially own the 8,819,600 shares of
Common Stock beneficially owned in the aggregate by BVF, BVF2, BVLLC and ILL10,
representing percentage ownership of approximately 29.63% of the shares of
Common Stock outstanding. As the investment adviser and general
partner of Partners, BVF Inc. may be deemed to beneficially own the 8,819,600
shares of Common Stock beneficially owned by Partners, representing percentage
ownership of approximately 29.63% of the shares of Common Stock
outstanding.
Mr.
Lampert, as a director and officer of BVF Inc. may be deemed to beneficially own
the 8,819,600 shares of Common Stock beneficially owned by BFV Inc.,
representing percentage ownership of approximately 29.63% of the shares of
Common Stock outstanding.
Mr.
Nodelman does not directly own any shares of Common Stock. As a
member of a “group” for the purposes of Rule 13d-5(b)(1) of the Securities
Exchange Act of 1934, as amended, Mr. Nodelman may be deemed to beneficially own
the 8,819,600 shares of Common Stock beneficially owned in the aggregate by the
other Reporting Persons. Mr. Nodelman disclaims beneficial ownership
of such Shares.
Mr. Perry
does not directly own any shares of Common Stock. As a member of a
“group” for the purposes of Rule 13d-5(b)(1) of the Securities Exchange Act of
1934, as amended, Mr. Perry may be deemed to beneficially own the 8,819,600
shares of Common Stock beneficially owned in the aggregate by the other
Reporting Persons. Mr. Perry disclaims beneficial ownership of such
Shares.
Mr.
Coppedge does not directly own any shares of Common Stock. As a
member of a “group” for the purposes of Rule 13d-5(b)(1) of the Securities
Exchange Act of 1934, as amended, Mr. Coppedge may be deemed to beneficially own
the 8,819,600 shares of Common Stock beneficially owned in the aggregate by the
other Reporting Persons. Mr. Coppedge disclaims beneficial ownership
of such Shares.
Item
6.
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Contracts,
Arrangements, Understandings or Relationships With Respect to Securities
of the Issuer
.
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Item 6 is
hereby amended to add the following:
On
January 23, 2009, BVF Acq executed a Joinder Agreement to the Joint Filing and
Solicitation Agreement whereby BVF Acq agreed to be bound by the terms of the
Joint Filing and Solicitation Agreement. The Joinder Agreement is
attached as Exhibit 99.1 and is incorporated herein by reference.
Item
7.
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Material to be Filed
as Exhibits.
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Item 7 is
hereby amended to include the following exhibit:
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99.1
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Joinder
Agreement, dated January 23, 2009, by BVF Acquisition LLC, to the Joint
Filing and Solicitation Agreement dated January 9, 2009, by and among
Biotechnology Value Fund, L.P., Biotechnology Value Fund II, L.P., BVF
Investments, L.L.C., Investment 10, L.L.C., BVF Partners L.P., BVF Inc.,
Mark N. Lampert, Matthew Perry, Oleg Nodelman and Robert M.
Coppedge.
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SIGNATURES
After
reasonable inquiry and to the best of his knowledge and belief, each of the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: February 5,
2009
BIOTECHNOLOGY
VALUE FUND, L.P.
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BVF
ACQUISITION LLC
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By:
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BVF
Partners L.P., its general partner
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By:
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Biotechnology
Value Fund, L.P., member
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By:
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BVF
Inc., its general partner
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By:
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BVF
Partners L.P., its general partner
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By:
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By:
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BVF
Inc., its general partner
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Mark
N. Lampert
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President
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By:
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Mark
N. Lampert
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President
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BIOTECHNOLOGY
VALUE FUND II, L.P.
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By:
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BVF
Partners L.P., its general partner
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INVESTMENT
10, L.L.C.
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By:
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BVF
Inc., its general partner
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By:
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BVF
Partners L.P., its investment manager
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By:
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By:
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BVF
Inc., its general partner
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Mark
N. Lampert
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President
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By:
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Mark
N. Lampert
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President
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BVF
INVESTMENTS, L.L.C.
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By:
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BVF
Partners L.P., its manager
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BVF
PARTNERS L.P.
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By:
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BVF
Inc., its general partner
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By:
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BVF
Inc., its general partner
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By:
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By:
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Mark
N. Lampert
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Mark
N. Lampert
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President
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President
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BVF
INC.
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MARK
N. LAMPERT
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By:
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Mark
N. Lampert
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/s/
Mark N. Lampert
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President
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MARK
N. LAMPERT
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As
Attorney-In-Fact for Matthew D. Perry
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Mark
N. Lampert
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As
Attorney-In-Fact for Oleg Nodelman
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Mark
N. Lampert
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As
Attorney-In-Fact for Robert M. Coppedge
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