The
following constitutes Amendment No. 8 (“Amendment No. 8”) to the Schedule 13D
filed by the undersigned (the “Schedule 13D”). This Amendment No. 8
amends the Schedule 13D as specifically set forth.
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Item
2.
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Identity and
Background
.
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Item 2 is
hereby amended to add the following:
In
connection with the conclusion of the Special Meeting of Shareholders on March
27, 2009, the obligations of Messrs. Nodelman, Perry and Coppedge and BVF Acq to
act in concert with the other Reporting Persons with respect to the securities
of the Issuer terminated. Accordingly, Messrs. Nodelman, Perry and
Coppedge and BVF Acq are no longer members of the Section 13(d) group with
respect to the securities of the Issuer or Reporting Persons for purposes of
this Schedule 13D. The remaining Reporting Persons will continue
filing as a group statements on Schedule 13D with respect to their beneficial
ownership of securities of the Issuer, to the extent required by applicable
law.
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Item
3.
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Source and Amount of
Funds or Other
Consideration.
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Item 3 is
hereby amended and restated to read as follows:
The
shares of Common Stock purchased by BVF, BVF2, BVLLC and ILL10 were purchased
with working capital (which may, at any given time, include margin loans made by
brokerage firms in the ordinary course of business) in open market
purchases. The aggregate purchase cost of the 8,318,400 shares of
Common Stock beneficially owned in the aggregate by BVF, BVF2, BVLLC, and
ILL10 is approximately $5,057,645 excluding brokerage commissions.
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Item
5.
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Interest in Securities
of the Issuer.
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Item 5 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 29,831,115 shares of Common Stock outstanding, which
is the total number of shares of Common Stock outstanding as of August 5, 2009,
as reported in the Issuer’s Quarterly Report on Form 10-Q, filed with the
Securities and Exchange Commission on August 10, 2009.
As of the
date hereof, BVF beneficially owns 1,860,140 shares of Common Stock, BVF2
beneficially owns 1,284,911 shares of Common Stock, BVLLC beneficially owns
4,692,764 shares of Common Stock and ILL10 beneficially owned 480,585 shares of
Common Stock, representing percentage ownership of approximately 6.24%, 4.31%,
15.73% and 1.61%, respectively, of the shares of Common Stock
outstanding.
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 8,318,400 shares of
Common Stock beneficially owned in the aggregate by BVF, BVF2, BVLLC and ILL10,
representing percentage ownership of approximately 27.88% 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 8,318,400
shares of Common Stock beneficially owned by Partners, representing percentage
ownership of approximately 27.88% of the shares of Common Stock
outstanding.
Mr.
Lampert, as a director and officer of BVF Inc. may be deemed to beneficially own
the 8,318,400 shares of Common Stock beneficially owned by BVF Inc.,
representing percentage ownership of approximately 27.88% of the shares of
Common Stock outstanding.
(b)
Each of BVF, BVF2, BVLLC and ILL10 shares with Partners voting and dispositive
power over the Common Stock each such entity beneficially
owns. Partners, BVF Inc. and Mr. Lampert share voting and dispositive
power over the 8,318,400 shares of Common Stock they may be deemed to
beneficially own with BVF, BVF2, BVLLC and ILL10.
(c) Transactions
in the Common Stock by the Reporting Persons during the past 60
days:
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BVF
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ILL10
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BVF2
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BVLLC
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Date
of
Transaction
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Type
of
Securities
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Price
Per
Share
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Type
of
Transaction
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10/21/09
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Common
Stock
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$1.5000
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115,200
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29,000
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80,000
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277,000
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SALE
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(d) No
person other than the Reporting Persons is known to have the right to receive,
or the power to direct the receipt of dividends from, or proceeds from the sale
of, such shares of the Common Stock.
(e)
Not applicable.
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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 and restated to read as follows::
Partners
is the general partner of each of BVF and BVF2 pursuant to limited partnership
agreements which authorize Partners, among other things, to invest the funds of
BVF and BVF2 in the shares of Common Stock and other securities and to vote,
exercise or convert and dispose of such securities. Pursuant to such limited
partnership agreements, Partners is entitled to receive fees based on assets
under management and allocations based on realized and unrealized gains on such
assets.
Pursuant
to the operating agreement of BVLLC, Partners is authorized, among other things,
to invest the contributed capital of Samana Capital, L.P., the majority member
of BVLLC, in the shares of Common Stock and other securities of the issuer and
to vote, exercise or convert and dispose of each security, 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.
Pursuant
to an investment management agreement with ILL10, Partners and BVF Inc.
have authority, among other things, to invest funds of ILL10 in the shares of
Common Stock and other securities and to vote, exercise or convert and dispose
of such securities. Pursuant to such investment management agreement, Partners
and BVF Inc. receive fees based on realized and unrealized gains thereon.
BVF Inc. is the general partner of Partners and may be deemed to own
beneficially securities over which Partners exercises voting and dispositive
power.
On
October 23, 2009, the Reporting Persons entered into a Joint Filing Agreement in
which the Reporting Persons agreed to the joint filing on behalf of each of them
of statements on Schedule 13D, with respect to securities of the Issuer, to the
extent required by applicable law. A copy of this agreement is
attached hereto as Exhibit 99.1 hereto and is incorporated herein by
reference.
Other
than as described herein, there are no contracts, arrangements, understandings
or relationships among the Reporting Persons, or between the Reporting Persons
and any other person, with respect to the securities of the
Issuer.
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Item
7.
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Material to be Filed
as Exhibits.
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Item 7 is
hereby amended to add the following exhibit:
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99.1
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Joint
Filing Agreement 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. and Mark N. Lampert, dated October 23,
2009.
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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.