sc13gza

0000950134-06-015734.txt : 20060810 0000950134-06-015734.hdr.sgml : 20060810 20060810170252 ACCESSION NUMBER: 0000950134-06-015734 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20060810 DATE AS OF CHANGE: 20060810 GROUP MEMBERS: CARDINAL INVESTMENT CO INC PROFIT SHARING PLAN GROUP MEMBERS: EDWARD W ROSE III SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GENITOPE CORP CENTRAL INDEX KEY: 0001028358 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 770436313 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-79329 FILM NUMBER: 061022042 BUSINESS ADDRESS: STREET 1: 525 PENOBSCOT DR CITY: REDWOOD CITY STATE: CA ZIP: 94063 BUSINESS PHONE: 6504822000 MAIL ADDRESS: STREET 1: 525 PENOBSCOT DR CITY: REDWOOD CITY STATE: CA ZIP: 94063 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CPMG Inc CENTRAL INDEX KEY: 0001372218 IRS NUMBER: 770616887 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 500 CRESCENT COURT STREET 2: SUITE 250 CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 214-871-6809 MAIL ADDRESS: STREET 1: 500 CRESCENT COURT STREET 2: SUITE 250 CITY: DALLAS STATE: TX ZIP: 75201 SC 13G/A 1 d38691sc13gza.htm AMENDMENT TO SCHEDULE 13G sc13gza


	OMB APPROVAL
	OMB Number: 3235-0145
	Expires: February 28, 2009
	Estimated average burden hours per response...11

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 3)*

Genitope Corporation

(Name of Issuer)

Common Stock

(Title of Class of Securities)

37229P507

(CUSIP Number)

August 7, 2006

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o Rule 13d-1(b)

þ Rule 13d-1(c)

o 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).

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.


CUSIP No.		37229P507


1	NAMES OF REPORTING PERSONS: CPMG, Inc.

	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
	77-0616887

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) o
	(b) þ

3	SEC USE ONLY:



4	CITIZENSHIP OR PLACE OF ORGANIZATION:

	Texas

		5	SOLE VOTING POWER:

NUMBER OF			3,170,648

SHARES		6	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			0

EACH		7	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			3,170,648

WITH:		8	SHARED DISPOSITIVE POWER:

			908,404

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	4,079,052

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

	11.4%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	IA/CO


CUSIP No.		37229P507


1	NAMES OF REPORTING PERSONS: Cardinal Investment Company, Inc. Profit Sharing Plan

	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
	75-2253447

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) o
	(b) þ

3	SEC USE ONLY:



4	CITIZENSHIP OR PLACE OF ORGANIZATION:

	Texas

		5	SOLE VOTING POWER:

NUMBER OF			144,274

SHARES		6	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			0

EACH		7	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			144,274

WITH:		8	SHARED DISPOSITIVE POWER:

			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	144,274

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

	0.4%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	EP


CUSIP No.		37229P507


1	NAMES OF REPORTING PERSONS: Edward W. Rose III

	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) o
	(b) þ

3	SEC USE ONLY:



4	CITIZENSHIP OR PLACE OF ORGANIZATION:

	United States

		5	SOLE VOTING POWER:

NUMBER OF			3,643,552

SHARES		6	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			0

EACH		7	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			3,643,552

WITH:		8	SHARED DISPOSITIVE POWER:

			908,404

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	4,551,956

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

	12.7%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	IN

This Amendment No. 3 to Schedule 13G is filed by and on behalf of CPMG, Inc., Cardinal Investment Company, Inc. Profit Sharing Plan, and Edward W. Rose III to amend and supplement that certain Schedule 13G with respect to shares of common stock of Genitope Corporation, a Delaware corporation, filed by CPMG, Inc., Cardinal Investment Company, Inc. Profit Sharing Plan, and Edward W. Rose III with the Securities and Exchange Commission on August 5, 2005, as amended by Amendment No. 1 to Schedule 13G filed by the reporting persons with the Commission on August 8, 2005 and Amendment No. 2 to Schedule 13G filed by the reporting persons with the Commission on February 2, 2006 (as amended, the “Schedule 13G”). Capitalized terms used and not defined herein shall have the meanings assigned to such terms in the Schedule 13G. Except as otherwise provided herein, all Items of the Schedule 13G remain unchanged.

Item 1.

	(a)		Name of Issuer

			Genitope Corporation

	(b)		Address of Issuer’s Principal Executive Offices

			525 Penobscot Drive, Redwood City, California 94063

Item 2.

(a)

Name of Person Filing

The names of the persons filing this statement are: (i) CPMG, Inc. (“CPMG”); (ii) Cardinal Investment Company, Inc. Profit Sharing Plan (the “Plan”); and (iii) Edward W. Rose III.

Pursuant to an investment advisory agreement between CPMG, on the one hand, and each such CPMG Fund (defined below), on the other hand, CPMG serves as an investment adviser to each of the following entities (each, a “CPMG Fund” and, collectively, the “CPMG Funds”): (i) Cardinal Partners 2000, L.P., a Texas limited partnership (“Cardinal Partners 2000”); (ii) Cardinal Partners, L.P., a Texas limited partnership (“Cardinal Partners”); (iii) CD Fund, L.P., a Texas limited partnership (“CD Fund”); (iv) CS Offshore Fund, Ltd., a Cayman Islands exempted company (“CS Offshore”); (v) CY Offshore Fund, Ltd., a Cayman Islands exempted company (“CY Offshore”); (vi) Fintan Master Fund, Ltd., a Cayman Islands exempted company (“Fintan”); (vii) George Kaiser Family Foundation, an Oklahoma not-for-profit foundation (the “Foundation”); and (viii) Kaiser-Francis Oil Company, a Delaware corporation (“Kaiser-Francis”). Pursuant to an investment advisory agreement between CPMG, on the one hand, and each such CPMG Fund, on the other hand, CPMG has or shares voting and/or investment (including dispositive) power with respect to shares of common stock of the issuer (“Shares”) owned and/or held by or for the account or benefit of each CPMG Fund. Because of the relationships described herein, CPMG may be deemed to be a beneficial owner of: (i) 591,880 Shares owned and/or held by or for the account or benefit of Cardinal Partners 2000; (ii) 482,478 Shares owned and/or held by or for the account or benefit of Cardinal Partners; (iii) 209,368 Shares owned and/or held by or for the account or benefit of CD Fund; (iv) 601,360 Shares owned and/or held by or for the account or benefit of CS Offshore; (v) 1,494,930 Shares owned and/or held by or for the account or benefit of CY Offshore; (vi) 95,476 Shares owned and/or held by or for the account or benefit of Fintan; (vii) 440,950 Shares owned and/or held by or for the account or benefit of the Foundation; and (viii) 162,610 Shares owned and/or held by or for the account or benefit of Kaiser-Francis. CPMG expressly disclaims beneficial ownership of Shares owned and/or held by or for the account or benefit of any CPMG Fund, except to the extent of the pecuniary interest of CPMG in such Shares.

Mr. Rose is the sole director of CPMG and the sole trustee of the Plan. Because of the relationships described herein, Mr. Rose may be deemed to be an indirect beneficial owner of (i) 4,079,052 Shares that may be deemed to be beneficially owned by CPMG; and (ii) 144,274 Shares beneficially owned directly and/or held by or for the account or benefit of the Plan. Mr. Rose expressly disclaims beneficial ownership of Shares beneficially

owned and/or held by or for the account or benefit of CPMG and/or the Plan, except to the extent of the pecuniary interest of Mr. Rose in such Shares.

(b)

Address of Principal Business Office or, if none, Residence

The address of the principal business office of each of the reporting persons is 500 Crescent Court, Suite 250, Dallas, Texas 75201.

(c)

Citizenship

CPMG, Inc. and Cardinal Investment Company, Inc. Profit Sharing Plan were organized under the laws of the State of Texas. Edward W. Rose III is a citizen of the United States.

(d)

Title of Class of Securities

Common Stock, $0.001 par value per share, of Genitope Corporation

	(e)		CUSIP Number

			37229P507

Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is:


(a)	o	A Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o).

(b)	o	A Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)	o	An insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c).

(d)	o	An investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

(e)	o	An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f)	o	An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

(g)	o	A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

(h)	o	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)	o	A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)	o	A group, in accordance with §240.13d-1(b)(1)(ii)(J).

Item 4. Ownership.

(a)

Amount beneficially owned:

See the disclosure provided in response to Item 9 on the attached cover page(s).

(b)

Percent of class:

See the disclosure provided in response to Item 11 on the attached cover page(s).

(c)

Number of shares as to which such person has:

	(i)		Sole power to vote or to direct the vote:

			See the disclosure provided in response to Item 5 on the attached cover page(s).

	(ii)		Shared power to vote or to direct the vote:

			See the disclosure provided in response to Item 6 on the attached cover page(s).

	(iii)		Sole power to dispose or to direct the disposition of:

			See the disclosure provided in response to Item 7 on the attached cover page(s).

	(iv)		Shared power to dispose or to direct the disposition of:

			See the disclosure provided in response to Item 8 on the attached cover page(s).

Item 5. Ownership of 5% or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following o.

Item 6. Ownership of More than 5 Percent on Behalf of Another Person

Each CPMG Fund may have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, Shares owned and/or held by or for the account or benefit of such CPMG Fund. Each CPMG Fund is identified in Item 2 of this statement.

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Not Applicable

Item 8. Identification and Classification of Members of the Group

Each of the reporting persons declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Sections 13(d) or 13(g) of the Act, (i) acting (or has agreed or is agreeing to act together with any other person) as a partnership, limited partnership, syndicate, or other group for the purpose of acquiring, holding, or disposing of securities of the issuer or otherwise with respect to the issuer or any securities of the issuer or (ii) a member of any group with respect to the issuer or any securities of the issuer.

Item 9. Notice of Dissolution of Group

Item 10. Certifications

(a) Not Applicable

(b) By signing below I certify that, to the best of my knowledge and belief, the securities referred to above 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.

SIGNATURE

Each reporting person certifies that, after reasonable inquiry and to the best of such reporting person’s knowledge and belief, the information set forth in this statement is true, complete and correct.


		CPMG, Inc.

		By:		/s/ Kent McGaughy

		Name:		Kent McGaughy
		Title:		President
		Date:		August 10, 2006

		Cardinal Investment Company, Inc. Profit Sharing Plan

		By:		/s/ Debbie Crady

		Name:		Debbie Crady
		Title:		Vice President
		Date:		August 10, 2006

		Edward W. Rose III

		By:		/s/ Debbie Crady

		Name:		Debbie Crady
		Title:		Attorney-in-Fact
		Date:		August 10, 2006

EXHIBIT INDEX


Exhibit No.		Description of Exhibit
24.1		Power of Attorney dated August 10, 2006 of CPMG, Inc.

24.2		Power of Attorney dated August 10, 2006 of Cardinal Investment Company, Inc. Profit Sharing Plan

24.3		Power of Attorney dated August 10, 2006 of Edward W. Rose III

99.1		Joint Filing Agreement dated August 10, 2006 among CPMG, Inc., Cardinal Investment Company, Inc. Profit Sharing Plan, and Edward W. Rose III

EX-24.1 2 d38691exv24w1.htm POWER OF ATTORNEY exv24w1

EXHIBIT 24.1

POWER OF ATTORNEY

August 10, 2006

Know all by these presents, that each party hereto hereby makes, constitutes, and appoints each of John Bateman, Debbie Crady, and James Traweek (and each employee and authorized representative of such party or any affiliate of such party designated in writing by any such attorney-in-fact or agent), and each of them, as the true and lawful attorneys-in-fact and agents, and attorney-in-fact and agent, of such party with full power and authority and full power of substitution and resubstitution, for, in the name of, and on behalf of such party, place and stead, in any and all capacities, to (i) prepare, execute, and file or submit any filing or submission, as applicable, required by such party under Section 13 or Section 16 of the Exchange Act or any rule or regulation thereunder, any amendment, supplement, and/or exhibit thereto, and any other filing or submission or form, statement, report, or document in connection therewith with the Securities and Exchange Commission (and any national securities exchange, national securities association, or other authority or organization), for, in the name of, and on behalf of such party, (ii) do and perform any and all acts for, in the name of, and on behalf of such party which said attorneys-in-fact, or any of them, determine may be necessary or appropriate to prepare, execute, and file any such filing, amendment, supplement, and/or exhibit, other filing or submission, form, statement, report, or document in connection therewith, and (iii) take any and all action of any type whatsoever which said attorneys-in-fact or agents, or any of them, determine may be necessary or appropriate in connection with the foregoing. Each party hereto hereby grants unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights, powers, and authorities herein granted, as fully to all intents and purposes as such party might or could do if personally present, with full power of substitution, resubstitution, or revocation, hereby ratifying and confirming all that said attorneys-in-fact and agents and designees, or any of them, shall lawfully do or cause to be lawfully done by virtue hereof and the rights, powers, and authorities herein granted. Each party hereto hereby acknowledges that the attorneys-in-fact and agents appointed hereby, and each of them, in serving in such capacity at the request of such party, are not assuming any responsibility of such party to timely file any such filing, for the completeness or accuracy of the information concerning such party or any other party contained in any such filing, or otherwise to comply with Section 13 or Section 16 of the Exchange Act or any rule or regulation thereunder. This Power of Attorney shall remain in full force and effect until (i) revoked by any party hereto in a signed writing provided to said attorneys-in-fact and agents, and each of them, and then only with respect to such revoking party, or (ii) any such attorney-in-fact or agent ceases to be employed by, or an authorized representative of, such party or any affiliate of such party, and then only with respect to such attorney-in-fact or agent.

IN WITNESS WHEREOF, each party hereto, being duly authorized, has caused this Power of Attorney to be executed and effective as of the date first written above.


	CPMG, Inc.
	By:	/s/ Kent McGaughy
	Name:	Kent McGaughy
	Title:	President
	Date:	August 10, 2006

EX-24.2 3 d38691exv24w2.htm POWER OF ATTORNEY exv24w2

EXHIBIT 24.2

POWER OF ATTORNEY

August 10, 2006

Know all by these presents, that each party hereto hereby makes, constitutes, and appoints each of John Bateman, Kent McGaughy, and James Traweek (and each employee and authorized representative of such party or any affiliate of such party designated in writing by any such attorney-in-fact or agent), and each of them, as the true and lawful attorneys-in-fact and agents, and attorney-in-fact and agent, of such party with full power and authority and full power of substitution and resubstitution, for, in the name of, and on behalf of such party, place and stead, in any and all capacities, to (i) prepare, execute, and file or submit any filing or submission, as applicable, required by such party under Section 13 or Section 16 of the Exchange Act or any rule or regulation thereunder, any amendment, supplement, and/or exhibit thereto, and any other filing or submission or form, statement, report, or document in connection therewith with the Securities and Exchange Commission (and any national securities exchange, national securities association, or other authority or organization), for, in the name of, and on behalf of such party, (ii) do and perform any and all acts for, in the name of, and on behalf of such party which said attorneys-in-fact, or any of them, determine may be necessary or appropriate to prepare, execute, and file any such filing, amendment, supplement, and/or exhibit, other filing or submission, form, statement, report, or document in connection therewith, and (iii) take any and all action of any type whatsoever which said attorneys-in-fact or agents, or any of them, determine may be necessary or appropriate in connection with the foregoing. Each party hereto hereby grants unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights, powers, and authorities herein granted, as fully to all intents and purposes as such party might or could do if personally present, with full power of substitution, resubstitution, or revocation, hereby ratifying and confirming all that said attorneys-in-fact and agents and designees, or any of them, shall lawfully do or cause to be lawfully done by virtue hereof and the rights, powers, and authorities herein granted. Each party hereto hereby acknowledges that the attorneys-in-fact and agents appointed hereby, and each of them, in serving in such capacity at the request of such party, are not assuming any responsibility of such party to timely file any such filing, for the completeness or accuracy of the information concerning such party or any other party contained in any such filing, or otherwise to comply with Section 13 or Section 16 of the Exchange Act or any rule or regulation thereunder. This Power of Attorney shall remain in full force and effect until (i) revoked by any party hereto in a signed writing provided to said attorneys-in-fact and agents, and each of them, and then only with respect to such revoking party, or (ii) any such attorney-in-fact or agent ceases to be employed by, or an authorized representative of, such party or any affiliate of such party, and then only with respect to such attorney-in-fact or agent.

IN WITNESS WHEREOF, each party hereto, being duly authorized, has caused this Power of Attorney to be executed and effective as of the date first written above.


	Cardinal Investment Company, Inc. Profit Sharing Plan
	By:	/s/ Debbie Crady
	Name:	Debbie Crady
	Title:	Vice President
	Date:	August 10, 2006

EX-24.3 4 d38691exv24w3.htm POWER OF ATTORNEY exv24w3

EXHIBIT 24.3

POWER OF ATTORNEY

August 10, 2006

Know all by these presents, that each party hereto hereby makes, constitutes, and appoints each of John Bateman, Debbie Crady, Kent McGaughy, and James Traweek (and each employee and authorized representative of such party or any affiliate of such party designated in writing by any such attorney-in-fact or agent), and each of them, as the true and lawful attorneys-in-fact and agents, and attorney-in-fact and agent, of such party with full power and authority and full power of substitution and resubstitution, for, in the name of, and on behalf of such party, place and stead, in any and all capacities, to (i) prepare, execute, and file or submit any filing or submission, as applicable, required by such party under Section 13 or Section 16 of the Exchange Act or any rule or regulation thereunder, any amendment, supplement, and/or exhibit thereto, and any other filing or submission or form, statement, report, or document in connection therewith with the Securities and Exchange Commission (and any national securities exchange, national securities association, or other authority or organization), for, in the name of, and on behalf of such party, (ii) do and perform any and all acts for, in the name of, and on behalf of such party which said attorneys-in-fact, or any of them, determine may be necessary or appropriate to prepare, execute, and file any such filing, amendment, supplement, and/or exhibit, other filing or submission, form, statement, report, or document in connection therewith, and (iii) take any and all action of any type whatsoever which said attorneys-in-fact or agents, or any of them, determine may be necessary or appropriate in connection with the foregoing. Each party hereto hereby grants unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights, powers, and authorities herein granted, as fully to all intents and purposes as such party might or could do if personally present, with full power of substitution, resubstitution, or revocation, hereby ratifying and confirming all that said attorneys-in-fact and agents and designees, or any of them, shall lawfully do or cause to be lawfully done by virtue hereof and the rights, powers, and authorities herein granted. Each party hereto hereby acknowledges that the attorneys-in-fact and agents appointed hereby, and each of them, in serving in such capacity at the request of such party, are not assuming any responsibility of such party to timely file any such filing, for the completeness or accuracy of the information concerning such party or any other party contained in any such filing, or otherwise to comply with Section 13 or Section 16 of the Exchange Act or any rule or regulation thereunder. This Power of Attorney shall remain in full force and effect until (i) revoked by any party hereto in a signed writing provided to said attorneys-in-fact and agents, and each of them, and then only with respect to such revoking party, or (ii) any such attorney-in-fact or agent ceases to be employed by, or an authorized representative of, such party or any affiliate of such party, and then only with respect to such attorney-in-fact or agent.

IN WITNESS WHEREOF, each party hereto, being duly authorized, has caused this Power of Attorney to be executed and effective as of the date first written above.


	Edward W. Rose III
	By:	/s/ Edward W. Rose III
	Name:	Edward W. Rose III
	Date:	August 10, 2006

EX-99.1 5 d38691exv99w1.htm JOINT FILING AGREEMENT exv99w1

EXHIBIT 99.1

JOINT FILING AGREEMENT

August 10, 2006

Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 or Section 16 of the Exchange Act or any rule or regulation thereunder (including any amendment, supplement, and/or exhibit thereto) with the Securities and Exchange Commission (and, if such security is registered on a national securities exchange or national securities association, also with the exchange or association), and further agrees to the filing and/or incorporation by reference of this Joint Filing Agreement as an exhibit thereto. This Joint Filing Agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party.

IN WITNESS WHEREOF, each party hereto, being duly authorized, has caused this Joint Filing Agreement to be executed and effective as of the date first written above.


	CPMG, Inc.
	By:	/s/ Kent McGaughy
	Name:	Kent McGaughy
	Title:	President
	Date:	August 10, 2006

	Cardinal Investment Company, Inc. Profit Sharing Plan
	By:	/s/ Debbie Crady
	Name:	Debbie Crady
	Title:	Vice President
	Date:	August 10, 2006

	Edward W. Rose III
	By:	/s/ Debbie Crady
	Name:	Debbie Crady
	Title:	Attorney-in-Fact
	Date:	August 10, 2006