S1 filed:
SELLING STOCKHOLDERS
On April 15, 2005, we entered into a securities purchase agreement with the selling stockholders named below, pursuant to which we sold an aggregate of 5,277,621 shares of our common stock and issued warrants to purchase up to 1,319,402 shares of our common stock in a private placement transaction. This prospectus covers the offer and sale by the selling stockholders of up to the total number of shares of common stock issued to the selling stockholders pursuant to the securities purchase agreement plus the total number of shares of common stock issuable upon exercise of the warrants issued to the selling stockholders pursuant to the securities purchase agreement. Throughout this prospectus, when we refer to the shares of our common stock being registered on behalf of the selling stockholders, we are referring to the shares and the warrant shares, collectively, unless otherwise indicated. The warrants issued to the selling stockholders are exercisable at any time in whole or in part beginning October 17, 2005 and ending April 19, 2010 at an exercise price of $8.148 per share.
We are registering the above-referenced shares to permit each of the selling stockholders and their pledgees, donees, transferees or other successors-in-interest that receive their shares after the date of this prospectus to resell the shares in the manner contemplated under the “Plan of Distribution.”
The selling stockholders may sell some, all or none of their shares. We do not know how long the selling stockholders will hold the shares before selling them. We currently have no agreements, arrangements or understandings with the selling stockholders regarding the sale of any of the shares other than the securities purchase agreement. The shares offered by this prospectus may be offered from time to time by the selling stockholders, although the warrant shares will not be eligible to be offered pursuant to this prospectus until the related warrants become exercisable.
The following table sets forth the name of each selling stockholder, the number of shares owned, including warrant shares that are not yet owned, by each of the respective selling stockholders, the number of shares that may be offered under this prospectus and the number of shares of our common stock to be owned by the selling stockholders after this offering is completed, assuming that all offered shares are sold as contemplated herein. The number of shares in the column “Number of Shares Being Offered” represents all of the shares that a selling stockholder may offer under this prospectus.
Except as otherwise disclosed in this prospectus, none of the selling stockholders has, or within the past three fiscal years has had, any position, office or other material relationship with us.
Ownership is based upon information provided by each respective selling stockholder, Schedules 13D and 13G and other public documents filed with the SEC. Although the warrants held by the selling stockholders are not exercisable until October 17, 2005, the shares of common stock issuable upon exercise of the warrants held by the selling stockholders are included in the table below since those shares of common stock are being offered in this prospectus. The percentages of shares owned after the offering are based on 23,338,818 shares of our common stock outstanding as of April 20, 2005, which includes the outstanding shares of common stock offered by this prospectus but excludes all warrant shares since the related warrants are not currently exercisable and are not exercisable within 60 days from the date hereof.
The selling stockholders may have sold or transferred, in transactions exempt from the registration requirements of the Securities Act of 1933, some or all of their shares since the date on which the information in the table is presented. Information about the selling stockholders may change over time.
Name
Shares Owned Shares Offered warrants offered Shares After; %
Oxford Bioscience Partners IV LP(3)
3,306,838 586,402 146,600 2,573,836 11.0 %
Nomura Phase4 Ventures LP(3)
2,748,762 2,199,010 549,752 — *
T. Rowe Price New Horizons Fund(3)
1,442,221 520,000 130,000 792,221 3.4
ABN AMRO Ventures BV(3)
1,260,517 366,501 91,625 802,391 3.4
Finsbury Worldwide Pharmaceutical Trust(3)
863,906 359,603 89,900 414,403 1.8
Baker Biotech Fund I, L.P.
158,437 99,064 24,766 34,607 *
Baker Biotech Fund II, L.P.
145,647 91,191 22,797 31,659 *
Baker Biotech Fund III, L.P.
131,669 83,461 20,865 27,343 *
Baker Brothers Investments L.P.
16,111 10,097 2,524 3,490 *
Baker/Tisch Investments, L.P.
15,108 9,388 2,347 3,373 *
BVF Investments, L.L.C.(3)
942,500 438,000 109,500 395,000 1.7
Biotechnology Value Fund, L.P. (3)
614,469 285,904 71,476 257,089 1.1
Biotechnology Value Fund II, L.P.(3)
389,750 181,000 45,250 163,500 *
Investment 10 LLC(3)
103,000 48,000 12,000 43,000 *
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