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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN 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. | |||
| 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. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| FIRST SENIOR CONVERTIBLE PROMISSORY NOTE | $ 7.41 | 07/22/2008 | C | 1 | (4) | (4) | COMMON STOCK | 3,531,687 | $ 0 | 3,531,687 | D | ||||
| SECOND SENIOR CONVERTIBLE PROMISSORY NOTE | $ 9.34 (5) | 07/22/2008 | C | 1 | (4) | (4) | COMMON STOCK | 5,175,652 | $ 0 | 5,175,652 | D | ||||
| THIRD SENIOR CONVERTIBLE PROMISSORY NOTE | $ 7.41 | 07/22/2008 | C | 1 | (4) | (4) | COMMON STOCK | 2,067,467 | $ 0 | 2,067,467 | D | ||||
| WARRANT | $ 7.41 | 07/22/2008 | C | 1 | (6) | (6) | COMMON STOCK | 4,948,795 | $ 0 | 4,948,795 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Ipsen, S.A. C/O GENERAL COUNSEL 42, RUE DU DOCTEUR BLANCHE PARIS, I0 75016 |
X | |||
| /s/ Willy Mathot | 07/23/2008 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(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) | This figure includes 519,101 shares of Common Stock acquired by the reporting person on July 30, 2007. |
| (2) | This figure is derived by dividing a conversion amount, which includes the corresponding conversion price in Table I and outstanding interest, by the corresponding conversion price in Table II. |
| (3) | This figure represents the U.S. dollar amount of the outstanding principal of the EUR denominated face amount as determined by applying the Dollar/Euro conversion rate for July 22, 2008 as quoted at 4 p.m. ET by Reuters on July 22, 2008. |
| (4) | Prior to the conversion of the Senior Convertible Promissory Notes (each a "Convertible Note"), each Convertible Note was subject to conversion at any time until the later of (i) the expiration of a five-year period commencing on October 13, 2006 or (ii) two years following the date on which the holder provided notice that it would not convert the Convertible Note in full. |
| (5) | This figure represents the U.S. dollar amount of the EUR denominated exercise price as determined by applying the Dollar/Euro conversion rate for July 22, 2008 as quoted at 4 p.m. ET by Reuters on July 22, 2008. |
| (6) | Prior to its exercise, the Warrant was exercisable at any time until the expiration of a five-year period commencing on October 13, 2006. |
| Remarks: Ipsen, S.A. ("Ipsen") is the reporting person in connection with this filing,. Suraypharm S.A.S. (a wholly owned indirect subsidiary) is also a party to that certain Common Stock Purchase Agreement pursuant to which the shares reported in column 4 of Table I were purchased. The aggregate number of shares of Common Stock reflected in table I is 16,653,533 shares of Common Stock beneficially owned by the reporting person as of July 22, 2008. Rows 2-5 in Table I represent the Common Stock acquired as a result of the transactions reported in Table II and such shares of Common Stock in Table I should not be aggregated with the shares of Common Stock reported in columns 7 and 9 in Table II. | |