UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
(Amendment No. __)*
UNDER THE SECURITIES EXCHANGE ACT OF 1934
TorreyPines Therapeutics, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
05461R101
(CUSIP Number)
December 31, 2006
(Date of Event That Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨
Rule 13d-1(b)
ý
Rule 13d-1(c)
¨
Rule 13d-1(d)
*
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 05461R101
Page 2 of 30 Pages
(1) Names of Reporting Persons. SS or I.R.S. Identification Nos. of Above Persons
Alta Partners
(2) Check The Appropriate Box If A Member Of A Group
(a)
(b)
X
(3)
SEC Use Only
(4)
Citizenship or Place of Organization
California
Please see Attachment A & Footnote 1
Number Of Shares
(5)
Sole Voting Power
-0-
Beneficially Owned
By Each Reporting
(6)
Shared Voting Power
2,642,583
Person With
Please see Attachment A & Footnote 1
(7)
Sole Dispositive Power
-0-
(8)
Shared Dispositive Power 2,642,583
Please see Attachment A & Footnote 1
(9)
Aggregate Amount Beneficially Owned By Each Reporting Person
2,642,583 Please see Attachment A & Footnote 1
(10)
Check If The Aggregate Amount In Row (11) Excludes Certain Shares*
(11)
Percent Of Class Represented By Amount In Row (11)
14.43% Please see Attachment A & Footnote 1
(12)
Type Of Reporting Person
IA
*SEE INSTRUCTION BEFORE FILLING OUT!
Footnote 1: The 2,642,583 shares includes the 1,258,044 shares of Common Stock and warrants to purchase 229,823 shares of Common Stock beneficially owned by Alta California Partners II, L.P., 15,893 shares of Common Stock and warrants to purchase 2,903 shares of Common stock beneficially owned by Alta Embarcadero Partners II, LLC, 358,414 shares of Common Stock and warrants to purchase 67,557 shares of Common Stock beneficially owned by Alta California Partners II, L.P.- New Pool, 547,128 shares of Common Stock and Warrants to purchase 103,127 shares of Common stock beneficially owned by Alta BioPharma Partners III, L.P., 36,744 shares of Common Stock and warrants to purchase 6,926 shares of Common Stock beneficially owned by Alta BioPharma Partners III GmbH & Co. Beteiligungs KG, and 13,483 shares of Common Stock and warrants to purchase 2,541 shares of Common stock beneficially owned by Alta Embarcadero BioPharma Partners III, LLC.
CUSIP No. 05461R101
Page 3 of 30 Pages
(1) Names of Reporting Persons. SS or I.R.S. Identification Nos. of Above Persons
Alta Partners III, Inc.
(2) Check The Appropriate Box If A Member Of A Group
(a)
(b)
X
(3)
SEC Use Only
(4)
Citizenship or Place of Organization
California
Please see Attachment A & Footnote 1
Number Of Shares
(5)
Sole Voting Power
-0-
Beneficially Owned
By Each Reporting
(6)
Shared Voting Power
2,642,583
Person With
Please see Attachment A & Footnote 1
(7)
Sole Dispositive Power
-0-
(8)
Shared Dispositive Power 2,642,583
Please see Attachment A & Footnote 1
(9)
Aggregate Amount Beneficially Owned By Each Reporting Person
2,642,583 Please see Attachment A & Footnote 1
(10)
Check If The Aggregate Amount In Row (11) Excludes Certain Shares*
(11)
Percent Of Class Represented By Amount In Row (11)
14.43% Please see Attachment A & Footnote 1
(12)
Type Of Reporting Person
IA
*SEE INSTRUCTION BEFORE FILLING OUT!
Footnote 1: The 2,642,583 shares includes the 1,258,044 shares of Common Stock and warrants to purchase 229,823 shares of Common Stock beneficially owned by Alta California Partners II, L.P., 15,893 shares of Common Stock and warrants to purchase 2,903 shares of Common stock beneficially owned by Alta Embarcadero Partners II, LLC, 358,414 shares of Common Stock and warrants to purchase 67,557 shares of Common Stock beneficially owned by Alta California Partners II, L.P.- New Pool, 547,128 shares of Common Stock and Warrants to purchase 103,127 shares of Common stock beneficially owned by Alta BioPharma Partners III, L.P., 36,744 shares of Common Stock and warrants to purchase 6,926 shares of Common Stock beneficially owned by Alta BioPharma Partners III GmbH & Co. Beteiligungs KG, and 13,483 shares of Common Stock and warrants to purchase 2,541 shares of Common stock beneficially owned by Alta Embarcadero BioPharma Partners III, LLC.
CUSIP No. 05461R101
Page 4 of 30 Pages
(1) Names of Reporting Persons. SS or I.R.S. Identification Nos. of Above Persons
Alta California Partners II, L. P.
(2) Check The Appropriate Box If A Member Of A Group
(a)
(b)
X
(3)
SEC Use Only
(4)
Citizenship or Place of Organization
Delaware
Please see Attachment A & Footnote 1
Number Of Shares
(5)
Sole Voting Power
-0-
Beneficially Owned
By Each Reporting
(6)
Shared Voting Power
2,642,583
Person With
Please see Attachment A & Footnote 1
(7)
Sole Dispositive Power
-0-
(8)
Shared Dispositive Power 2,642,583
Please see Attachment A & Footnote 1
(9)
Aggregate Amount Beneficially Owned By Each Reporting Person
2,642,583 Please see Attachment A & Footnote 1
(10)
Check If The Aggregate Amount In Row (11) Excludes Certain Shares*
(11)
Percent Of Class Represented By Amount In Row (11)
14.43% Please see Attachment A & Footnote 1
(12)
Type Of Reporting Person
PN
Footnote 1: The 2,642,583 shares includes the 1,258,044 shares of Common Stock and warrants to purchase 229,823 shares of Common Stock beneficially owned by Alta California Partners II, L.P., 15,893 shares of Common Stock and warrants to purchase 2,903 shares of Common stock beneficially owned by Alta Embarcadero Partners II, LLC, 358,414 shares of Common Stock and warrants to purchase 67,557 shares of Common Stock beneficially owned by Alta California Partners II, L.P.- New Pool, 547,128 shares of Common Stock and Warrants to purchase 103,127 shares of Common stock beneficially owned by Alta BioPharma Partners III, L.P., 36,744 shares of Common Stock and warrants to purchase 6,926 shares of Common Stock beneficially owned by Alta BioPharma Partners III GmbH & Co. Beteiligungs KG, and 13,483 shares of Common Stock and warrants to purchase 2,541 shares of Common stock beneficially owned by Alta Embarcadero BioPharma Partners III, LLC.
.
CUSIP No. 05461R101
Page 5 of 30 Pages
(1) Names of Reporting Persons. SS or I.R.S. Identification Nos. of Above Persons
Alta California Management Partners II, LLC
(2) Check The Appropriate Box If A Member Of A Group
(a)
(b)
X
(3)
SEC Use Only
(4)
Citizenship or Place of Organization
Delaware
Please see Attachment A & Footnote 1
Number Of Shares
(5)
Sole Voting Power
-0-
Beneficially Owned
By Each Reporting
(6)
Shared Voting Power
2,642,583
Person With
Please see Attachment A & Footnote 1
(7)
Sole Dispositive Power
-0-
(8)
Shared Dispositive Power 2,642,583
Please see Attachment A & Footnote 1
(9)
Aggregate Amount Beneficially Owned By Each Reporting Person
2,642,583 Please see Attachment A & Footnote 1
(10)
Check If The Aggregate Amount In Row (11) Excludes Certain Shares*
(11)
Percent Of Class Represented By Amount In Row (11)
14.43% Please see Attachment A & Footnote 1
(12)
Type Of Reporting Person
CO
Footnote 1: The 2,642,583 shares includes the 1,258,044 shares of Common Stock and warrants to purchase 229,823 shares of Common Stock beneficially owned by Alta California Partners II, L.P., 15,893 shares of Common Stock and warrants to purchase 2,903 shares of Common stock beneficially owned by Alta Embarcadero Partners II, LLC, 358,414 shares of Common Stock and warrants to purchase 67,557 shares of Common Stock beneficially owned by Alta California Partners II, L.P.- New Pool, 547,128 shares of Common Stock and Warrants to purchase 103,127 shares of Common stock beneficially owned by Alta BioPharma Partners III, L.P., 36,744 shares of Common Stock and warrants to purchase 6,926 shares of Common Stock beneficially owned by Alta BioPharma Partners III GmbH & Co. Beteiligungs KG, and 13,483 shares of Common Stock and warrants to purchase 2,541 shares of Common stock beneficially owned by Alta Embarcadero BioPharma Partners III, LLC.
.
CUSIP No. 05461R101
Page 6 of 30 Pages
(1) Names of Reporting Persons. SS or I.R.S. Identification Nos. of Above Persons
Alta Embarcadero Partners II, LLC
(2) Check The Appropriate Box If A Member Of A Group
(a)
(b)
X
(3)
SEC Use Only
(4)
Citizenship or Place of Organization
California
Please see Attachment A & Footnote 1
Number Of Shares
(5)
Sole Voting Power
-0-
Beneficially Owned
By Each Reporting
(6)
Shared Voting Power
2,642,583
Person With
Please see Attachment A & Footnote 1
(7)
Sole Dispositive Power
-0-
(8)
Shared Dispositive Power 2,642,583
Please see Attachment A & Footnote 1
(9)
Aggregate Amount Beneficially Owned By Each Reporting Person
2,642,583 Please see Attachment A & Footnote 1
(10)
Check If The Aggregate Amount In Row (11) Excludes Certain Shares*
(11)
Percent Of Class Represented By Amount In Row (11)
14.43% Please see Attachment A & Footnote 1
(12)
Type Of Reporting Person
CO
Footnote 1: The 2,642,583 shares includes the 1,258,044 shares of Common Stock and warrants to purchase 229,823 shares of Common Stock beneficially owned by Alta California Partners II, L.P., 15,893 shares of Common Stock and warrants to purchase 2,903 shares of Common stock beneficially owned by Alta Embarcadero Partners II, LLC, 358,414 shares of Common Stock and warrants to purchase 67,557 shares of Common Stock beneficially owned by Alta California Partners II, L.P.- New Pool, 547,128 shares of Common Stock and Warrants to purchase 103,127 shares of Common stock beneficially owned by Alta BioPharma Partners III, L.P., 36,744 shares of Common Stock and warrants to purchase 6,926 shares of Common Stock beneficially owned by Alta BioPharma Partners III GmbH & Co. Beteiligungs KG, and 13,483 shares of Common Stock and warrants to purchase 2,541 shares of Common stock beneficially owned by Alta Embarcadero BioPharma Partners III, LLC.
CUSIP No. 05461R101
Page 7 of 30 Pages
(1) Names of Reporting Persons. SS or I.R.S. Identification Nos. of Above Persons
Alta California Partners II, L. P. – New Pool
(2) Check The Appropriate Box If A Member Of A Group
(a)
(b)
X
(3)
SEC Use Only
(4)
Citizenship or Place of Organization
Delaware
Please see Attachment A & Footnote 1
Number Of Shares
(5)
Sole Voting Power
-0-
Beneficially Owned
By Each Reporting
(6)
Shared Voting Power
2,642,583
Person With
Please see Attachment A & Footnote 1
(7)
Sole Dispositive Power
-0-
(8)
Shared Dispositive Power 2,642,583
Please see Attachment A & Footnote 1
(9)
Aggregate Amount Beneficially Owned By Each Reporting Person
2,642,583 Please see Attachment A & Footnote 1
(10)
Check If The Aggregate Amount In Row (11) Excludes Certain Shares*
(11)
Percent Of Class Represented By Amount In Row (11)
14.43% Please see Attachment A & Footnote 1
(12)
Type Of Reporting Person
PN
Footnote 1: The 2,642,583 shares includes the 1,258,044 shares of Common Stock and warrants to purchase 229,823 shares of Common Stock beneficially owned by Alta California Partners II, L.P., 15,893 shares of Common Stock and warrants to purchase 2,903 shares of Common stock beneficially owned by Alta Embarcadero Partners II, LLC, 358,414 shares of Common Stock and warrants to purchase 67,557 shares of Common Stock beneficially owned by Alta California Partners II, L.P.- New Pool, 547,128 shares of Common Stock and Warrants to purchase 103,127 shares of Common stock beneficially owned by Alta BioPharma Partners III, L.P., 36,744 shares of Common Stock and warrants to purchase 6,926 shares of Common Stock beneficially owned by Alta BioPharma Partners III GmbH & Co. Beteiligungs KG, and 13,483 shares of Common Stock and warrants to purchase 2,541 shares of Common stock beneficially owned by Alta Embarcadero BioPharma Partners III, LLC.
CUSIP No. 05461R101
Page 8 of 30 Pages
(1) Names of Reporting Persons. SS or I.R.S. Identification Nos. of Above Persons
Alta California Management Partners II, LLC—New Pool
(2) Check The Appropriate Box If A Member Of A Group
(a)
(b)
X
(3)
SEC Use Only
(4)
Citizenship or Place of Organization
Delaware
Please see Attachment A & Footnote 1
Number Of Shares
(5)
Sole Voting Power
-0-
Beneficially Owned
By Each Reporting
(6)
Shared Voting Power
2,642,583
Person With
Please see Attachment A & Footnote 1
(7)
Sole Dispositive Power
-0-
(8)
Shared Dispositive Power 2,642,583
Please see Attachment A & Footnote 1
(9)
Aggregate Amount Beneficially Owned By Each Reporting Person
2,642,583 Please see Attachment A & Footnote 1
(10)
Check If The Aggregate Amount In Row (11) Excludes Certain Shares*
(11)
Percent Of Class Represented By Amount In Row (11)
14.43% Please see Attachment A & Footnote 1
(12)
Type Of Reporting Person
CO
Footnote 1: The 2,642,583 shares includes the 1,258,044 shares of Common Stock and warrants to purchase 229,823 shares of Common Stock beneficially owned by Alta California Partners II, L.P., 15,893 shares of Common Stock and warrants to purchase 2,903 shares of Common stock beneficially owned by Alta Embarcadero Partners II, LLC, 358,414 shares of Common Stock and warrants to purchase 67,557 shares of Common Stock beneficially owned by Alta California Partners II, L.P.- New Pool, 547,128 shares of Common Stock and Warrants to purchase 103,127 shares of Common stock beneficially owned by Alta BioPharma Partners III, L.P., 36,744 shares of Common Stock and warrants to purchase 6,926 shares of Common Stock beneficially owned by Alta BioPharma Partners III GmbH & Co. Beteiligungs KG, and 13,483 shares of Common Stock and warrants to purchase 2,541 shares of Common stock beneficially owned by Alta Embarcadero BioPharma Partners III, LLC.
CUSIP No. 05461R101
Page 9 of 30 Pages
(1) Names of Reporting Persons. SS or I.R.S. Identification Nos. of Above Persons
Alta BioPharma Partners III, L. P.
(2) Check The Appropriate Box If A Member Of A Group
(a)
(b)
X
(3)
SEC Use Only
(4)
Citizenship or Place of Organization
Delaware
Please see Attachment A & Footnote 1
Number Of Shares
(5)
Sole Voting Power
-0-
Beneficially Owned
By Each Reporting
(6)
Shared Voting Power
2,642,583
Person With
Please see Attachment A & Footnote 1
(7)
Sole Dispositive Power
-0-
(8)
Shared Dispositive Power 2,642,583
Please see Attachment A & Footnote 1
(9)
Aggregate Amount Beneficially Owned By Each Reporting Person
2,642,583 Please see Attachment A & Footnote 1
(10)
Check If The Aggregate Amount In Row (11) Excludes Certain Shares*
(11)
Percent Of Class Represented By Amount In Row (11)
14.43% Please see Attachment A & Footnote 1
(12)
Type Of Reporting Person
PN
Footnote 1: The 2,642,583 shares includes the 1,258,044 shares of Common Stock and warrants to purchase 229,823 shares of Common Stock beneficially owned by Alta California Partners II, L.P., 15,893 shares of Common Stock and warrants to purchase 2,903 shares of Common stock beneficially owned by Alta Embarcadero Partners II, LLC, 358,414 shares of Common Stock and warrants to purchase 67,557 shares of Common Stock beneficially owned by Alta California Partners II, L.P.- New Pool, 547,128 shares of Common Stock and Warrants to purchase 103,127 shares of Common stock beneficially owned by Alta BioPharma Partners III, L.P., 36,744 shares of Common Stock and warrants to purchase 6,926 shares of Common Stock beneficially owned by Alta BioPharma Partners III GmbH & Co. Beteiligungs KG, and 13,483 shares of Common Stock and warrants to purchase 2,541 shares of Common stock beneficially owned by Alta Embarcadero BioPharma Partners III, LLC.
.
CUSIP No. 05461R101
Page 10 of 30 Pages
(1) Names of Reporting Persons. SS or I.R.S. Identification Nos. of Above Persons
Alta BioPharma Management III, LLC
(2) Check The Appropriate Box If A Member Of A Group
(a)
(b)
X
(3)
SEC Use Only
(4)
Citizenship or Place of Organization
Delaware
Please see Attachment A & Footnote 1
Number Of Shares
(5)
Sole Voting Power
-0-
Beneficially Owned
By Each Reporting
(6)
Shared Voting Power
2,642,583
Person With
Please see Attachment A & Footnote 1
(7)
Sole Dispositive Power
-0-
(8)
Shared Dispositive Power 2,642,583
Please see Attachment A & Footnote 1
(9)
Aggregate Amount Beneficially Owned By Each Reporting Person
2,642,583 Please see Attachment A & Footnote 1
(10)
Check If The Aggregate Amount In Row (11) Excludes Certain Shares*
(11)
Percent Of Class Represented By Amount In Row (11)
14.43% Please see Attachment A & Footnote 1
(12)
Type Of Reporting Person
CO
Footnote 1: The 2,642,583 shares includes the 1,258,044 shares of Common Stock and warrants to purchase 229,823 shares of Common Stock beneficially owned by Alta California Partners II, L.P., 15,893 shares of Common Stock and warrants to purchase 2,903 shares of Common stock beneficially owned by Alta Embarcadero Partners II, LLC, 358,414 shares of Common Stock and warrants to purchase 67,557 shares of Common Stock beneficially owned by Alta California Partners II, L.P.- New Pool, 547,128 shares of Common Stock and Warrants to purchase 103,127 shares of Common stock beneficially owned by Alta BioPharma Partners III, L.P., 36,744 shares of Common Stock and warrants to purchase 6,926 shares of Common Stock beneficially owned by Alta BioPharma Partners III GmbH & Co. Beteiligungs KG, and 13,483 shares of Common Stock and warrants to purchase 2,541 shares of Common stock beneficially owned by Alta Embarcadero BioPharma Partners III, LLC.
.
CUSIP No. 05461R101
Page 11 of 30 Pages
(1) Names of Reporting Persons. SS or I.R.S. Identification Nos. of Above Persons
Alta BioPharma Partners III GmbH & Co. Beteiligungs KG
(2) Check The Appropriate Box If A Member Of A Group
(a)
(b)
X
(3)
SEC Use Only
(4)
Citizenship or Place of Organization
Germany
Please see Attachment A & Footnote 1
Number Of Shares
(5)
Sole Voting Power
-0-
Beneficially Owned
By Each Reporting
(6)
Shared Voting Power
2,642,583
Person With
Please see Attachment A & Footnote 1
(7)
Sole Dispositive Power
-0-
(8)
Shared Dispositive Power 2,642,583
Please see Attachment A & Footnote 1
(9)
Aggregate Amount Beneficially Owned By Each Reporting Person
2,642,583 Please see Attachment A & Footnote 1
(10)
Check If The Aggregate Amount In Row (11) Excludes Certain Shares*
(11)
Percent Of Class Represented By Amount In Row (11)
14.43% Please see Attachment A & Footnote 1
(12)
Type Of Reporting Person
CO
Footnote 1: The 2,642,583 shares includes the 1,258,044 shares of Common Stock and warrants to purchase 229,823 shares of Common Stock beneficially owned by Alta California Partners II, L.P., 15,893 shares of Common Stock and warrants to purchase 2,903 shares of Common stock beneficially owned by Alta Embarcadero Partners II, LLC, 358,414 shares of Common Stock and warrants to purchase 67,557 shares of Common Stock beneficially owned by Alta California Partners II, L.P.- New Pool, 547,128 shares of Common Stock and Warrants to purchase 103,127 shares of Common stock beneficially owned by Alta BioPharma Partners III, L.P., 36,744 shares of Common Stock and warrants to purchase 6,926 shares of Common Stock beneficially owned by Alta BioPharma Partners III GmbH & Co. Beteiligungs KG, and 13,483 shares of Common Stock and warrants to purchase 2,541 shares of Common stock beneficially owned by Alta Embarcadero BioPharma Partners III, LLC.
CUSIP No. 05461R101
Page 12 of 30 Pages
(1) Names of Reporting Persons. SS or I.R.S. Identification Nos. of Above Persons
Alta Embarcadero BioPharma Partners III, LLC
(2) Check The Appropriate Box If A Member Of A Group
(a)
(b)
X
(3)
SEC Use Only
(4)
Citizenship or Place of Organization
California
Please see Attachment A & Footnote 1
Number Of Shares
(5)
Sole Voting Power
-0-
Beneficially Owned
By Each Reporting
(6)
Shared Voting Power
2,642,583
Person With
Please see Attachment A & Footnote 1
(7)
Sole Dispositive Power
-0-
(8)
Shared Dispositive Power 2,642,583
Please see Attachment A & Footnote 1
(9)
Aggregate Amount Beneficially Owned By Each Reporting Person
2,642,583 Please see Attachment A & Footnote 1
(10)
Check If The Aggregate Amount In Row (11) Excludes Certain Shares*
(11)
Percent Of Class Represented By Amount In Row (11)
14.43% Please see Attachment A & Footnote 1
(12)
Type Of Reporting Person
CO
Footnote 1: The 2,642,583 shares includes the 1,258,044 shares of Common Stock and warrants to purchase 229,823 shares of Common Stock beneficially owned by Alta California Partners II, L.P., 15,893 shares of Common Stock and warrants to purchase 2,903 shares of Common stock beneficially owned by Alta Embarcadero Partners II, LLC, 358,414 shares of Common Stock and warrants to purchase 67,557 shares of Common Stock beneficially owned by Alta California Partners II, L.P.- New Pool, 547,128 shares of Common Stock and Warrants to purchase 103,127 shares of Common stock beneficially owned by Alta BioPharma Partners III, L.P., 36,744 shares of Common Stock and warrants to purchase 6,926 shares of Common Stock beneficially owned by Alta BioPharma Partners III GmbH & Co. Beteiligungs KG, and 13,483 shares of Common Stock and warrants to purchase 2,541 shares of Common stock beneficially owned by Alta Embarcadero BioPharma Partners III, LLC.
CUSIP No. 05461R101
Page 13 of 30 Pages
(1) Names of Reporting Persons. SS or I.R.S. Identification Nos. of Above Persons
Jean Deleage
(2) Check The Appropriate Box If A Member Of A Group
(a)
(b)
X
(3)
SEC Use Only
(4)
Citizenship or Place of Organization
United States
Please see Attachment A & Footnote 1
Number Of Shares
(5)
Sole Voting Power
-0-
Beneficially Owned
By Each Reporting
(6)
Shared Voting Power
2,642,583
Person With
Please see Attachment A & Footnote 1
(7)
Sole Dispositive Power
-0-
(8)
Shared Dispositive Power 2,642,583
Please see Attachment A & Footnote 1
(9)
Aggregate Amount Beneficially Owned By Each Reporting Person
2,642,583 Please see Attachment A & Footnote 1
(10)
Check If The Aggregate Amount In Row (11) Excludes Certain Shares*
(11)
Percent Of Class Represented By Amount In Row (11)
14.43% Please see Attachment A & Footnote 1
(12)
Type Of Reporting Person
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
Footnote 1: The 2,642,583 shares includes the 1,258,044 shares of Common Stock and warrants to purchase 229,823 shares of Common Stock beneficially owned by Alta California Partners II, L.P., 15,893 shares of Common Stock and warrants to purchase 2,903 shares of Common stock beneficially owned by Alta Embarcadero Partners II, LLC, 358,414 shares of Common Stock and warrants to purchase 67,557 shares of Common Stock beneficially owned by Alta California Partners II, L.P.- New Pool, 547,128 shares of Common Stock and Warrants to purchase 103,127 shares of Common stock beneficially owned by Alta BioPharma Partners III, L.P., 36,744 shares of Common Stock and warrants to purchase 6,926 shares of Common Stock beneficially owned by Alta BioPharma Partners III GmbH & Co. Beteiligungs KG, and 13,483 shares of Common Stock and warrants to purchase 2,541 shares of Common stock beneficially owned by Alta Embarcadero BioPharma Partners III, LLC.
CUSIP No. 05461R101
Page 14 of 30 Pages
(1) Names of Reporting Persons. SS or I.R.S. Identification Nos. of Above Persons
Garrett Gruener
(2) Check The Appropriate Box If A Member Of A Group
(a)
(b)
X
(3)
SEC Use Only
(4)
Citizenship or Place of Organization
United States
Please see Attachment A & Footnote 1
Number Of Shares
(5)
Sole Voting Power
-0-
Beneficially Owned
By Each Reporting
(6)
Shared Voting Power
1,932,634
Person With
Please see Attachment A & Footnote 1
(7)
Sole Dispositive Power
-0-
(8)
Shared Dispositive Power 1,932,634
Please see Attachment A & Footnote 1
(9)
Aggregate Amount Beneficially Owned By Each Reporting Person
1,932,634 Please see Attachment A & Footnote 1
(10)
Check If The Aggregate Amount In Row (11) Excludes Certain Shares*
(11)
Percent Of Class Represented By Amount In Row (11)
10.98% Please see Attachment A & Footnote 1
(12)
Type Of Reporting Person
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
Footnote 1: The 1,932,634 shares includes the 1,258,044 shares of Common Stock and warrants to purchase 229,823 shares of Common Stock beneficially owned by Alta California Partners II, L.P., 15,893 shares of Common Stock and warrants to purchase 2,903 shares of Common stock beneficially owned by Alta Embarcadero Partners II, LLC, 358,414 shares of Common Stock and warrants to purchase 67,557 shares of Common Stock beneficially owned by Alta California Partners II, L.P.- New Pool.
CUSIP No. 05461R101
Page 15 of 30 Pages
(1) Names of Reporting Persons. SS or I.R.S. Identification Nos. of Above Persons
Daniel Janney
(2) Check The Appropriate Box If A Member Of A Group
(a)
(b)
X
(3)
SEC Use Only
(4)
Citizenship or Place of Organization
United States
Please see Attachment A & Footnote 1
Number Of Shares
(5)
Sole Voting Power
-0-
Beneficially Owned
By Each Reporting
(6)
Shared Voting Power
1,913,838
Person With
Please see Attachment A & Footnote 1
(7)
Sole Dispositive Power
-0-
(8)
Shared Dispositive Power 1,913,838
Please see Attachment A & Footnote 1
(9)
Aggregate Amount Beneficially Owned By Each Reporting Person
1,913,838 Please see Attachment A & Footnote 1
(10)
Check If The Aggregate Amount In Row (11) Excludes Certain Shares*
(11)
Percent Of Class Represented By Amount In Row (11)
10.88% Please see Attachment A & Footnote 1
(12)
Type Of Reporting Person
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
Footnote 1: Footnote 1: The 1,913,838 shares includes the 1,258,044 shares of Common Stock and warrants to purchase 229,823 shares of Common Stock beneficially owned by Alta California Partners II, L.P. and, 358,414 shares of Common Stock and warrants to purchase 67,557 shares of Common Stock beneficially owned by Alta California Partners II, L.P.- New Pool.
CUSIP No. 05461R101
Page 16 of 30 Pages
(1) Names of Reporting Persons. SS or I.R.S. Identification Nos. of Above Persons
Alix Marduel
(2) Check The Appropriate Box If A Member Of A Group
(a)
(b)
X
(3)
SEC Use Only
(4)
Citizenship or Place of Organization
United States
Please see Attachment A & Footnote 1
Number Of Shares
(5)
Sole Voting Power
-0-
Beneficially Owned
By Each Reporting
(6)
Shared Voting Power
2,642,583
Person With
Please see Attachment A & Footnote 1
(7)
Sole Dispositive Power
-0-
(8)
Shared Dispositive Power 2,642,583
(9)
Aggregate Amount Beneficially Owned By Each Reporting Person
2,642,583 Please see Attachment A & Footnote 1
(10)
Check If The Aggregate Amount In Row (11) Excludes Certain Shares*
(11)
Percent Of Class Represented By Amount In Row (11)
14.43% Please see Attachment A & Footnote 1
(12)
Type Of Reporting Person
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
Footnote 1: The 2,642,583 shares includes the 1,258,044 shares of Common Stock and warrants to purchase 229,823 shares of Common Stock beneficially owned by Alta California Partners II, L.P., 15,893 shares of Common Stock and warrants to purchase 2,903 shares of Common stock beneficially owned by Alta Embarcadero Partners II, LLC, 358,414 shares of Common Stock and warrants to purchase 67,557 shares of Common Stock beneficially owned by Alta California Partners II, L.P.- New Pool, 547,128 shares of Common Stock and Warrants to purchase 103,127 shares of Common stock beneficially owned by Alta BioPharma Partners III, L.P., 36,744 shares of Common Stock and warrants to purchase 6,926 shares of Common Stock beneficially owned by Alta BioPharma Partners III GmbH & Co. Beteiligungs KG, and 13,483 shares of Common Stock and warrants to purchase 2,541 shares of Common stock beneficially owned by Alta Embarcadero BioPharma Partners III, LLC.
CUSIP No. 05461R101
Page 17 of 30 Pages
(1) Names of Reporting Persons. SS or I.R.S. Identification Nos. of Above Persons
Guy Nohra
(2) Check The Appropriate Box If A Member Of A Group
(a)
(b)
X
(3)
SEC Use Only
(4)
Citizenship or Place of Organization
United States
Please see Attachment A & Footnote 1
Number Of Shares
(5)
Sole Voting Power
-0-
Beneficially Owned
By Each Reporting
(6)
Shared Voting Power
1,932,634
Person With
Please see Attachment A & Footnote 1
(7)
Sole Dispositive Power
-0-
(8)
Shared Dispositive Power 1,932,634
Please see Attachment A & Footnote 1
(9)
Aggregate Amount Beneficially Owned By Each Reporting Person
1,932,634 Please see Attachment A & Footnote 1
(10)
Check If The Aggregate Amount In Row (11) Excludes Certain Shares*
(11)
Percent Of Class Represented By Amount In Row (11)
10.98% Please see Attachment A & Footnote 1
(12)
Type Of Reporting Person
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
Footnote 1: The 1,932,634 shares includes the 1,258,044 shares of Common Stock and warrants to purchase 229,823 shares of Common Stock beneficially owned by Alta California Partners II, L.P., 15,893 shares of Common Stock and warrants to purchase 2,903 shares of Common stock beneficially owned by Alta Embarcadero Partners II, LLC, 358,414 shares of Common Stock and warrants to purchase 67,557 shares of Common Stock beneficially owned by Alta California Partners II, L.P.- New Pool.
CUSIP No. 05461R101
Page 18 of 30 Pages
(1) Names of Reporting Persons. SS or I.R.S. Identification Nos. of Above Persons
Farah Champsi
(2) Check The Appropriate Box If A Member Of A Group
(a)
(b)
X
(3)
SEC Use Only
(4)
Citizenship or Place of Organization
United States
Please see Attachment A & Footnote 1
Number Of Shares
(5)
Sole Voting Power
-0-
Beneficially Owned
By Each Reporting
(6)
Shared Voting Power
709,949
Person With
Please see Attachment A & Footnote 1
(7)
Sole Dispositive Power
-0-
(8)
Shared Dispositive Power 709,949
Please see Attachment A & Footnote 1
(9)
Aggregate Amount Beneficially Owned By Each Reporting Person
709,949 Please see Attachment A & Footnote 1
(10)
Check If The Aggregate Amount In Row (11) Excludes Certain Shares*
(11)
Percent Of Class Represented By Amount In Row (11)
4.33% Please see Attachment A & Footnote 1
(12)
Type Of Reporting Person
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
Footnote 1: The 709,949 shares includes the 547,128 shares of Common Stock and Warrants to purchase 103,127 shares of Common stock beneficially owned by Alta BioPharma Partners III, L.P., 36,744 shares of Common Stock and warrants to purchase 6,926 shares of Common Stock beneficially owned by Alta BioPharma Partners III GmbH & Co. Beteiligungs KG, and 13,483 shares of Common Stock and warrants to purchase 2,541 shares of Common stock beneficially owned by Alta Embarcadero BioPharma Partners III, LLC.
CUSIP No. 05461R101
Page 19 of 30 Pages
(1) Names of Reporting Persons. SS or I.R.S. Identification Nos. of Above Persons
Edward Hurwitz
(2) Check The Appropriate Box If A Member Of A Group
(a)
(b)
X
(3)
SEC Use Only
(4)
Citizenship or Place of Organization
United States
Please see Attachment A & Footnote 1
Number Of Shares
(5)
Sole Voting Power
-0-
Beneficially Owned
By Each Reporting
(6)
Shared Voting Power
709,949
Person With
Please see Attachment A & Footnote 1
(7)
Sole Dispositive Power
-0-
(8)
Shared Dispositive Power 709,949
Please see Attachment A & Footnote 1
(9)
Aggregate Amount Beneficially Owned By Each Reporting Person
709,949 Please see Attachment A & Footnote 1
(10)
Check If The Aggregate Amount In Row (11) Excludes Certain Shares*
(11)
Percent Of Class Represented By Amount In Row (11)
4.33% Please see Attachment A & Footnote 1
(12)
Type Of Reporting Person
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
Footnote 1: The 709,949 shares includes the 547,128 shares of Common Stock and Warrants to purchase 103,127 shares of Common stock beneficially owned by Alta BioPharma Partners III, L.P., 36,744 shares of Common Stock and warrants to purchase 6,926 shares of Common Stock beneficially owned by Alta BioPharma Partners III GmbH & Co. Beteiligungs KG, and 13,483 shares of Common Stock and warrants to purchase 2,541 shares of Common stock beneficially owned by Alta Embarcadero BioPharma Partners III, LLC.
CUSIP No. 05461R101
Page 20 of 30 Pages
(1) Names of Reporting Persons. SS or I.R.S. Identification Nos. of Above Persons
Edward Penhoet
(2) Check The Appropriate Box If A Member Of A Group
(a)
(b)
X
(3)
SEC Use Only
(4)
Citizenship or Place of Organization
United States
Please see Attachment A & Footnote 1
Number Of Shares
(5)
Sole Voting Power
-0-
Beneficially Owned
By Each Reporting
(6)
Shared Voting Power
709,949
Person With
Please see Attachment A & Footnote 1
(7)
Sole Dispositive Power
-0-
(8)
Shared Dispositive Power 709,949
Please see Attachment A & Footnote 1
(9)
Aggregate Amount Beneficially Owned By Each Reporting Person
709,949 Please see Attachment A & Footnote 1
(10)
Check If The Aggregate Amount In Row (11) Excludes Certain Shares*
(11)
Percent Of Class Represented By Amount In Row (11)
4.33% Please see Attachment A & Footnote 1
(12)
Type Of Reporting Person
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
Footnote 1: The 709,949 shares includes the 547,128 shares of Common Stock and Warrants to purchase 103,127 shares of Common stock beneficially owned by Alta BioPharma Partners III, L.P., 36,744 shares of Common Stock and warrants to purchase 6,926 shares of Common Stock beneficially owned by Alta BioPharma Partners III GmbH & Co. Beteiligungs KG, and 13,483 shares of Common Stock and warrants to purchase 2,541 shares of Common stock beneficially owned by Alta Embarcadero BioPharma Partners III, LLC.
.
Item 1.
(a)
Name of Issuer: Memory Pharmaceuticals, Inc. (“Issuer”)
(b)
Address of Issuer’s Principal Executive Offices:
100 Philips Parkway
Montvale, NJ 07645
Item 2.
(a)
Name of Person Filing:
Alta Partners (“AP”)
Alta Partners III, Inc. (“APIII”)
Alta California Partners II, L.P. (“ACPII”)
Alta California Partners II, L.P. – New Pool (“ACPII-NP”)
Alta California Management Partners II, LLC (“ACMPII”)
Alta California Management Partners II, LLC – New Pool (“ACMPII-NP”)
Alta Embarcadero Partners II, LLC (“AEPII”)
Alta BioPharma Partners III, L.P. (ABPIII”)
Alta BioPharma Management III, LLC (“ABMIII”)
Alta BioPharma Partners III GmbH & Co. Beteiligungs KG (“ABPIIIKG”)
Alta Embarcadero BioPharma Partners III, LLC (“AEBPIII”)
Jean Deleage (“JD”)
Garrett Gruener (“GG”)
Daniel Janney (“DJ”)
Alix Marduel (“AM”)
Guy Nohra (“GN”)
Farah Champsi (“FC”)
Edward Hurwitz (“EH”)
Edward Penhoet (“EP”)
(b)
Address of Principal Business Office:
One Embarcadero Center, Suite 3700
San Francisco, CA 94111
(c)
Citizenship/Place of Organization:
Entities:
AP
California
ACPII
Delaware
ACPII-NP
Delaware
ACMPII
Delaware
ACMPII-NP
Delaware
AEPII
California
APIII
California
ABPIII
Delaware
ABMIII
Delaware
ABPIIIKG
Germany
AEBPIII
California
Individuals:
JD
United States
GG
United States
DJ
United States
AM
United States
GN
United States
FC
United States
EH
Untied States
EP
United States
(d)
Title of Class of Securities:
Common Stock
(e)
CUSIP Number: 05461R101
Item 3.
Not applicable.
Item 4
Ownership.
Please see Attachment A
AP | APIII | ACPII | ACPII-NP | ACMPII | ACMPII-NP | AEPII | ||
(a) | Beneficial Ownership | 2,642,583 | 2,642,583 | 2,642,583 | 2,642,583 | 2,642,583 | 2,642,583 | 2,642,583 |
(b) | Percentage of Class | 14.43% | 14.43% | 14.43% | 14.43% | 14.43% | 14.43% | 14.43% |
(c) | Sole Voting Power | -0- | -0- | -0- | -0- | -0- | -0- | -0- |
Shared Voting Power | 2,642,583 | 2,642,583 | 2,642,583 | 2,642,583 | 2,642,583 | 2,642,583 | 2,642,583 | |
Sole Dispositive Power | -0- | -0- | -0- | -0- | -0- | -0- | -0- | |
Shared Dispositive Power | 2,642,583 | 2,642,583 | 2,642,583 | 2,642,583 | 2,642,583 | 2,642,583 | 2,642,583 | |
ABPIII | ABMIII | ABPIIIKG | AEBPIII | JD | GG | DJ | ||
(a) | Beneficial Ownership | 2,642,583 | 2,642,583 | 2,642,583 | 2,642,583 | 2,642,583 | 1,932,634 | 1,913,838 |
(b) | Percentage of Class | 14.43% | 14.43% | 14.43% | 14.43% | 14.43% | 10.98% | 10.88% |
(c) | Sole Voting Power | -0- | -0- | -0- | -0- | -0- | -0- | -0- |
Shared Voting Power | 2,642,583 | 2,642,583 | 2,642,583 | 2,642,583 | 2,642,583 | 1,932,634 | 1,913,838 | |
Sole Dispositive Power | -0- | -0- | -0- | -0- | -0- | -0- | -0- | |
Shared Dispositive Power | 2,642,583 | 2,642,583 | 2,642,583 | 2,642,583 | 2,642,583 | 1,932,634 | 1,913,838 |
AM | GN | FC | EH | EP | |||||
(a) | Beneficial Ownership | 2,642,583 | 1,932,634 | 709,949 | 709,949 | 709,949 | |||
(b) | Percentage of Class | 14.43% | 10.98% | 4.33% | 4.33% | 4.33% | |||
(c) | Sole Voting Power | -0- | -0- | -0- | -0- | -0- | |||
Shared Voting Power | 2,642,583 | 1,932,634 | 709,949 | 709,949 | 709,949 | ||||
Sole Dispositive Power | -0- | -0- | -0- | -0- | -0- | ||||
Shared Dispositive Power | 2,642,583 | 1,932,634 | 709,949 | 709,949 | 709,949 |
Item 5.
Ownership of Five Percent or Less of a Class
Not Applicable.
Item 6.
Ownership of More than Five Percent on Behalf of Another Person
Not applicable.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
Not applicable.
Item 8.
Identification and Classification of Members of the Group
No reporting person is a member of a group as defined in Section 240.13d-1(b)(1)(ii)(H) of the Act.
Item 9.
Notice of Dissolution of Group
Not applicable.
Item 10.
Certification
By signing below we certify that, to the best of our knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
EXHIBITS
A:
Joint Filing Statement
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date:
January 16, 2007
ALTA PARTNERS
ALTA CALIFORNIA PARTNERS II, L.P.
By: Alta California Management Partners II, LLC,
Its General Partner
By:
/s/ Jean Deleage
By:
/s/ Guy Nohra
Jean Deleage, President
Guy Nohra, Member
ALTA CALIFORNIA MANAGEMENT PARTNERS II, LLC
ALTA EMBARCADERO PARTNERS II, LLC
By:
/s/ Guy Nohra
By:
/s/ Guy Nohra
Guy Nohra, Member
Guy Nohra, Member
ALTA CALIFORNIA PARTNERS II, L.P. – NEW POOL
By: Alta California Management Partners II, LLC
New Pool, Its General Partner
By:
/s/ Guy Nohra
Guy Nohra, Member
ALTA CALIFORNIA MANAGEMENT PARTNERS II, LLC –NEW POOL
By:
/s/ Guy Nohra
Guy Nohra, Member
/s/ Jean Deleage
/s/ Guy Nohra
Jean Deleage
Guy Nohra
/s/ Garrett Gruener
/s/ Alix Marduel
Garrett Gruener
Alix Marduel
/s/ Daniel Janney
Daniel Janney
ALTA PARTNERS III, INC.
ALTA BIOPHARMA PARTNERS III, L.P.
By: Alta BioPharma Management III, LLC
By:
/s/ Jean Deleage
By:
/s/ Farah Champsi
Jean Deleage, President
Farah Champsi, Director
ALTA BIOPHARMA MANAGEMENT III, LLC
ALTA EMBARCADERO BIOPHARMA PARTNERS III, LLC
By:
/s/ Farah Champsi
By:
/s/ Farah Champsi
Farah Champsi, Director
Farah Champsi, Manager
ALTA BIOPHARMA PARTNERS III GMBH & CO. BETEILIGUNGS KG
By: Alta BioPharma Management III, LLC
By:
/s/ Jean Deleage
Jean Deleage, Director
/s/ Jean Deleage
/s/ Alix Marduel
Jean Deleage
Alix Marduel
/s/ Farah Champsi
/s/ Edward Penhoet
Farah Champsi
Edward Penhoet
/s/ Edward Hurwitz
Edward Hurwitz
EXHIBIT A
AGREEMENT OF JOINT FILING
Date:
January 16, 2007
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
ALTA PARTNERS
ALTA CALIFORNIA PARTNERS II, L.P.
By: Alta California Management Partners II, LLC,
Its General Partner
By:
/s/ Jean Deleage
By:
/s/ Guy Nohra
Jean Deleage, President
Guy Nohra, Member
ALTA CALIFORNIA MANAGEMENT PARTNERS II, LLC
ALTA EMBARCADERO PARTNERS II, LLC
By:
/s/ Guy Nohra
By:
/s/ Guy Nohra
Guy Nohra, Member
Guy Nohra, Member
ALTA CALIFORNIA PARTNERS II, L.P. – NEW POOL
By: Alta California Management Partners II, LLC
New Pool, Its General Partner
By:
/s/ Guy Nohra
Guy Nohra, Member
ALTA CALIFORNIA MANAGEMENT PARTNERS II, LLC –NEW POOL
By:
/s/ Guy Nohra
Guy Nohra, Member
/s/ Jean Deleage
/s/ Guy Nohra
Jean Deleage
Guy Nohra
/s/ Garrett Gruener
/s/ Alix Marduel
Garrett Gruener
Alix Marduel
/s/ Daniel Janney
Daniel Janney
ALTA PARTNERS III, INC.
ALTA BIOPHARMA PARTNERS III, L.P.
By: Alta BioPharma Management III, LLC
By:
/s/ Jean Deleage
By:
/s/ Farah Champsi
Jean Deleage, President
Farah Champsi, Director
ALTA BIOPHARMA MANAGEMENT III, LLC
ALTA EMBARCADERO BIOPHARMA PARTNERS III, LLC
By:
/s/ Farah Champsi
By:
/s/ Farah Champsi
Farah Champsi, Director
Farah Champsi, Manager
ALTA BIOPHARMA PARTNERS III GMBH & CO. BETEILIGUNGS KG
By: Alta BioPharma Management III, LLC
By:
/s/ Jean Deleage
Jean Deleage, Director
/s/ Jean Deleage
/s/ Alix Marduel
Jean Deleage
Alix Marduel
/s/ Farah Champsi
/s/ Edward Penhoet
Farah Champsi
Edward Penhoet
/s/ Edward Hurwitz
Edward Hurwitz
/s/ Edward Penhoet
Edward Penhoet
Attachment A
Alta Partners provides investment advisory services to several venture capital funds including Alta California Partners II, L.P., Alta Embarcadero Partners II, LLC, and Alta California Partners II, LLC-New Pool. Alta California Partners II, L.P. beneficially owns 1,258,044 shares of Common Stock and warrants to purchase 229,823 shares of Common Stock, Alta Embarcadero Partners II, LLC beneficially owns 15,893 shares of Common Stock and warrants to purchase 2,903 shares of Common Stock, and Alta California Partners II, L.P. - New Pool beneficially owns 358,414 shares of Common Stock and warrants to purchase 67,557 shares of Common Stock. The respective general partners and members of Alta California Partners II, L.P., Alta Embarcadero Partners II, LLC and Alta California Partners II, L.P.-New Pool exercise sole voting and investment power in respect to the shares owned by such funds.
Certain principals of Alta Partners are members of Alta California Management Partners II, LLC (which is a general partner of Alta California Partners II, L.P.), members of Alta Embarcadero Partners II, LLC., and members of Alta California Management Partners II, LLC-New Pool (which is the general partner of Alta California Partners II, L.P.-New Pool). As members of such entities, they may be deemed to share voting and investment powers over the shares held by such funds. The principals of Alta Partners disclaim beneficial ownership of all such shares held by the foregoing funds, except to the extent of their proportionate pecuniary interests therein.
Mr. Jean Deleage is a Chairman of the Board of Directors of TorreyPines Therapeutics, Inc. He is a member of Alta California Management Partners II, LLC (which is the general partner of Alta California Partners II, L.P.) , a member of Alta Embarcadero Partners II, LLC, and a member of Alta California Management Partners II, LLC-New Pool (which is the general partner of Alta California Partners II, L.P.-New Pool). Thus he currently shares voting and dispositive powers over the 1,258,044 shares of Common Stock and warrants to purchase 229,823 shares of Common Stock beneficially owned by Alta California Partners II, L.P., the 15,893 shares of Common Stock and warrants to purchase 2,903 shares of Common Stock beneficially owned by Alta Embarcadero Partners II, LLC, and the 358,414 shares of Common Stock and warrants to purchase 67,557 shares of Common Stock beneficially owned by Alta California Partners II, L.P.- New Pool . He disclaims beneficial ownership of all such shares held by the foregoing funds except to the extent of his proportionate pecuniary interests therein.
Mr. Guy Nohra is a member of Alta California Management Partners II, LLC (which is the general partner of Alta California Partners II, L.P.) , a member of Alta Embarcadero Partners II, LLC, and a member of Alta California Management Partners II, LLC-New Pool (which is the general partner of Alta California Partners II, L.P.-New Pool). Thus he currently shares voting and dispositive powers over the 1,258,044 shares of Common Stock and warrants to purchase 229,823 shares of Common Stock beneficially owned by Alta California Partners II, L.P., the 15,893 shares of Common Stock and warrants to purchase 2,903 shares of Common Stock beneficially owned by Alta Embarcadero Partners II, LLC, and the 358,414 shares of Common Stock and warrants to purchase 67,557 shares of Common Stock beneficially owned by Alta California Partners II, L.P.-New Pool . He disclaims beneficial ownership of all such shares held by the foregoing funds except to the extent of his proportionate pecuniary interests therein.
Mr. Garrett Gruener is a member of Alta California Management Partners II, LLC (which is the general partner of Alta California Partners II, L.P.) , a member of Alta Embarcadero Partners II, LLC, and a member of Alta California Management Partners II, LLC-New Pool (which is the general partner of Alta California Partners II, L.P.-New Pool). Thus he currently shares voting and dispositive powers over the 1,258,044 shares of Common Stock and warrants to purchase 229,823 shares of Common Stock beneficially owned by Alta California Partners II, L.P., the 15,893 shares of Common Stock and warrants to purchase 2,903 shares of Common Stock beneficially owned by Alta Embarcadero Partners II, LLC, and the 358,414 shares of Common Stock and warrants to purchase 67,557 shares of Common Stock beneficially owned by Alta California Partners II, L.P.-New Pool . He disclaims beneficial ownership of all such shares held by the foregoing funds except to the extent of his proportionate pecuniary interests therein.
Daniel Janney is a member of Alta California Management Partners II, LLC (which is the general partner of Alta California Partners II, L.P.) , and a member of Alta California Management Partners II, LLC-New Pool (which is the general partner of Alta California Partners II, L.P.-New Pool). Thus he currently shares voting and dispositive powers over the 1,258,044 shares of Common Stock and warrants to purchase 229,823 shares of Common Stock beneficially owned by Alta California Partners II, L.P., and the 358,414 shares of Common Stock and warrants to purchase 67,557 shares of Common Stock beneficially owned by Alta California Partners II, L.P.-New Pool. He disclaims beneficial ownership of all such shares held by the foregoing funds except to the extent of his proportionate pecuniary interests therein.
Dr. Alix Marduel a member of Alta California Management Partners II, LLC (which is the general partner of Alta California Partners II, L.P.) , and a member of Alta California Management Partners II, LLC-New Pool (which is the general partner of Alta California Partners II, L.P.-New Pool), and a member of Alta Embarcadero Partners II, LLC. Thus she currently shares voting and dispositive powers over the 1,258,044 shares of Common Stock and warrants to purchase 229,823 shares of Common Stock beneficially owned by Alta California Partners II, L.P., and the 358,414 shares of Common Stock and warrants to purchase 67,557 shares of Common Stock beneficially owned by Alta California Partners II, L.P.- New Pool . She disclaims beneficial ownership of all such shares held by the foregoing funds except to the extent of her proportionate pecuniary interests therein.
.
Alta Partners III, Inc. provides investment advisory services to several venture capital funds including Alta BioPharma Partners III, L.P., Alta BioPharma Partners III GmbH & Co. Beteiligungs KG and Alta Embarcadero BioPharma Partners III, LLC. Alta BioPharma Partners III, L.P. beneficially owns 547,128 shares of Common Stock and warrants to purchase 103,127 shares of Common Stock. Alta BioPharma Partners III GmbH & Co. Beteiligungs KG beneficially owns 36,744 shares of Common Stock and warrants to purchase 6,926 shares of Common Stock. Alta Embarcadero BioPharma Partners III, LLC beneficially owns 13,483 shares of Common Stock and warrants to purchase 2,541 shares of Common Stock. The general partner of Alta BioPharma Partners III, L.P., the managing limited partner of Alta BioPharma Partners III GmbH & Co. Beteiligungs KG, and the managers of Alta Embarcadero BioPharma Partners III, LLC exercise sole voting and investment power in respect to the shares owned by such funds.
Certain principals of Alta Partners III, Inc. are directors of Alta BioPharma Management III, LLC (which is the general partner of Alta BioPharma Partners III, L.P. and the managing limited partner of Alta BioPharma Partners III GmbH & Co. Beteiligungs KG), and managers of Alta Embarcadero BioPharma Partners III, LLC. As directors and managers of such entities, they may be deemed to share voting and investment powers over the shares beneficially held by the funds. The principals of Alta Partners III, Inc. disclaim beneficial ownership of all such shares held by the foregoing funds, except to the extent of their proportionate pecuniary interests therein.
Ms. Farah Champsi is a director of Alta BioPharma Management III, LLC (which is the general partner of Alta BioPharma Partners III, L.P. and the managing limited partner of Alta BioPharma Partners III GmbH & Co. Beteiligungs KG) and a manager of Alta Embarcadero BioPharma Partners III, LLC. Thus she currently shares voting and dispositive powers over the 547,128 shares of Common Stock and warrants to purchase 103,127 shares of Common Stock beneficially owned by Alta BioPharma Partners III, L.P., the 36,744 shares of Common Stock and warrants to purchase 6,926 shares of Common Stock beneficially owned by Alta BioPharma Partners III GmbH & Co. Beteiligungs KG, and the 13,483 shares of Common Stock and warrants to purchase 2,541 shares of Common Stock beneficially owned by Alta Embarcadero BioPharma Partners III, LLC. She disclaims beneficial ownership of all such shares held by all of the foregoing funds except to the extent of her proportionate pecuniary interests therein.
Mr. Jean Deleage is a Chairman of the Board of Directors of TorreyPines Therapeutics, Inc. He is a director of Alta BioPharma Management III, LLC (which is the general partner of Alta BioPharma Partners III, L.P. and the managing limited partner of Alta BioPharma Partners III GmbH & Co. Beteiligungs KG) and a manager of Alta Embarcadero BioPharma Partners III, LLC. Thus he currently shares voting and dispositive powers over the 547,128 shares of Common Stock and warrants to purchase 103,127 shares of Common Stock beneficially owned by Alta BioPharma Partners III, L.P., the 36,744 shares of Common Stock and warrants to purchase 6,926 shares of Common Stock beneficially owned by Alta BioPharma Partners III GmbH & Co. Beteiligungs KG, and the 13,483 shares of Common Stock and warrants to purchase 2,541 shares of Common Stock beneficially owned by Alta Embarcadero BioPharma Partners III, LLC. He disclaims beneficial ownership of all such shares held by all of the foregoing funds except to the extent of his proportionate pecuniary interests therein. .
Dr. Alix Marduel is a director of Alta BioPharma Management III, LLC (which is the general partner of Alta BioPharma Partners III, L.P. and the managing limited partner of Alta BioPharma Partners III GmbH & Co. Beteiligungs KG) and a manager of Alta Embarcadero BioPharma Partners III, LLC. Thus she currently shares voting and dispositive powers over the 547,128 shares of Common Stock and warrants to purchase 103,127 shares of Common Stock beneficially owned by Alta BioPharma Partners III, L.P., the 36,744 shares of Common Stock and warrants to purchase 6,926 shares of Common Stock beneficially owned by Alta BioPharma Partners III GmbH & Co. Beteiligungs KG, and the 13,483 shares of Common Stock and warrants to purchase 2,541 shares of Common Stock beneficially owned by Alta Embarcadero BioPharma Partners III, LLC. She disclaims beneficial ownership of all such shares held by all of the foregoing funds except to the extent of her proportionate pecuniary interests therein.
Mr. Edward Hurwitz is a director of Alta BioPharma Management III, LLC (which is the general partner of Alta BioPharma Partners III, L.P. and the managing limited partner of Alta BioPharma Partners III GmbH & Co. Beteiligungs KG) and a manager of Alta Embarcadero BioPharma Partners III, LLC. Thus he currently shares voting and dispositive powers over the 547,128 shares of Common Stock and warrants to purchase 103,127 shares of Common Stock beneficially owned by Alta BioPharma Partners III, L.P., the 36,744 shares of Common Stock and warrants to purchase 6,926 shares of Common Stock beneficially owned by Alta BioPharma Partners III GmbH & Co. Beteiligungs KG, and the 13,483 shares of Common Stock and warrants to purchase 2,541 shares of Common Stock beneficially owned by Alta Embarcadero BioPharma Partners III, LLC. He disclaims beneficial ownership of all such shares held by all of the foregoing funds except to the extent of his proportionate pecuniary interests therein.
Mr. Edward Penhoet is a director of Alta BioPharma Management III, LLC (which is the general partner of Alta BioPharma Partners III, L.P. and the managing limited partner of Alta BioPharma Partners III GmbH & Co. Beteiligungs KG) and a manager of Alta Embarcadero BioPharma Partners III, LLC. Thus he currently shares voting and dispositive powers over the 547,128 shares of Common Stock and warrants to purchase 103,127 shares of Common Stock beneficially owned by Alta BioPharma Partners III, L.P., the 36,744 shares of Common Stock and warrants to purchase 6,926 shares of Common Stock beneficially owned by Alta BioPharma Partners III GmbH & Co. Beteiligungs KG, and the 13,483 shares of Common Stock and warrants to purchase 2,541 shares of Common Stock beneficially owned by Alta Embarcadero BioPharma Partners III, LLC. He disclaims beneficial ownership of all such shares held by all of the foregoing funds except to the extent of his proportionate pecuniary interests therein.
.Alta Partners and Alta Partners III, Inc. are venture capital firms that share an office in San Francisco.
Alta Partners is California Corporation
Alta Partners III, Inc. is a California Corporation.
Alta California Partners II, L.P. is a Delaware Limited Partnership
Alta California Management Partners II, LLC is a Delaware Limited Liability Company
Alta Embarcadero Partners II, LLC is a California Limited Liability Company
Alta California Partners II, L.P. - New Pool is a Delaware Limited Partnership.
Alta Partners III, Inc. is a California Corporation.
Alta BioPharma Partners III, L.P. is a Delaware Limited Partnership
Alta BioPharma Management III, LLC is a Delaware Limited Liability Company
Alta BioPharma Partners III GmbH & Co. Beteiligungs KG is a German Limited Partnership
Alta Embarcadero BioPharma Partners III, LLC is a California Limited Liability Company.