UNITED STATES

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Aio7xH/CzaOEXUh4EQG1HgASndoBnGsUKCbwnn8fk+d8xkPstAUnatwBeXx+9aZG ixY+fiHxaZKEV9SCwTOprg== 0000950005-07-000005.txt : 20070116 0000950005-07-000005.hdr.sgml : 20070115 20070116120017 ACCESSION NUMBER: 0000950005-07-000005 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070116 DATE AS OF CHANGE: 20070116 GROUP MEMBERS: ALIX MARDUEL GROUP MEMBERS: ALTA BIOPHARMA MANAGEMENT III, LLC GROUP MEMBERS: ALTA BIOPHARMA PARTNERS III GMBH & CO. BETEILIGUNGS KG GROUP MEMBERS: ALTA BIOPHARMA PARTNERS III, L.P. GROUP MEMBERS: ALTA EMBARCADERO BIOPHARMA PARTNERS III, LLC GROUP MEMBERS: ALTA PARTNERS III, INC. GROUP MEMBERS: EDWARD HURWITZ GROUP MEMBERS: EDWARD PENHOET GROUP MEMBERS: FARAH CHAMPSI GROUP MEMBERS: JEAN DELEAGE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SUNESIS PHARMACEUTICALS INC CENTRAL INDEX KEY: 0001061027 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 943295878 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-81034 FILM NUMBER: 07531151 BUSINESS ADDRESS: STREET 1: 341 OYSTER POINT BOULEVARD CITY: SOUTH SAN FRANCISCO STATE: CA ZIP: 94080 BUSINESS PHONE: 650-266-3500 MAIL ADDRESS: STREET 1: 341 OYSTER POINT BOULEVARD CITY: SOUTH SAN FRANCISCO STATE: CA ZIP: 94080 FORMER COMPANY: FORMER CONFORMED NAME: MOSAIC PHARMACEUTICALS INC DATE OF NAME CHANGE: 19980709 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Alta Partners III, Inc. CENTRAL INDEX KEY: 0001341610 IRS NUMBER: 201317397 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: ONE EMBARCADERO CENTER, SUITE 3700 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: 415-362-4022 MAIL ADDRESS: STREET 1: ONE EMBARCADERO CENTER, SUITE 3700 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 SC 13G 1 p2000813g.htm SCHEUDLE 13G UNITED STATES

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G

(Amendment No. __)*

UNDER THE SECURITIES EXCHANGE ACT OF 1934

SUNESIS PHARMACEUTICALS, INC.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

867328502

(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)

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. 867328502

Page 2 of 18 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)

(3)

SEC Use Only

(4)

Citizenship or Place of Organization

California &nbs p;

Please see Attachment A & Footnote 1

Number Of Shares

(5)

Sole Voting Power

-0-

Beneficially Owned

By Each Reporting

(6)

Shared Voting Power

2,512,203

Person With

(7)

Sole Dispositive Power

-0-

(8)

Shared Dispositive Power 2,512,203

(9)

Aggregate Amount Beneficially Owned By Each Reporting Person

2,512,203 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)

8.56% Please see Attachment A & Footnote 1

(12)

Type Of Reporting Person

IA &nb sp;

*SEE INSTRUCTION BEFORE FILLING OUT!

Footnote 1: The 2,512,203 shares includes the 1,769,975 shares of Common Stock and warrants to purchase 530,992 shares of Common Stock beneficially owned by Alta BioPharma Partners III, L.P., 118,870 shares of Common Stock and warrants to purchase 35,661 shares of Common stock beneficially owned by Alta BioPharma Partners III GmbH & Co. Beteiligungs KG, and 43,619 shares of Common Stock and warrants to purchase 13,086 shares of Common Stock beneficially owned Alta Embarcadero BioPharma Partners III, LLC.

CUSIP No. 867328502

Page 7 of 18 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)

(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

2,512,203

Person With

(7)

Sole Dispositive Power

-0-

(8)

Shared Dispositive Power 2,512,203

(9)

Aggregate Amount Beneficially Owned By Each Reporting Person

2,512,203 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)

8.56% Please see Attachment A & Footnote 1

(12)

Type Of Reporting Person

PN &nb sp;

CUSIP No. 867328502

Page 8 of 18 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)

(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

2,512,203

Person With

(7)

Sole Dispositive Power

-0-

(8)

Shared Dispositive Power 2,512,203

(9)

Aggregate Amount Beneficially Owned By Each Reporting Person

2,512,203 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)

8.56% Please see Attachment A & Footnote 1

(12)

Type Of Reporting Person

CO &nb sp;

CUSIP No. 867328502

Page 9 of 18 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)

(3)

SEC Use Only

(4)

Citizenship or Place of Organization

Germany & nbsp;

Please see Attachment A & Footnote 1

Number Of Shares

(5)

Sole Voting Power

-0-

Beneficially Owned

By Each Reporting

(6)

Shared Voting Power

2,512,203

Person With

(7)

Sole Dispositive Power

-0-

(8)

Shared Dispositive Power 2,512,203

(9)

Aggregate Amount Beneficially Owned By Each Reporting Person

2,512,203 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)

8.56% Please see Attachment A & Footnote 1

(12)

Type Of Reporting Person

CO &nb sp;

CUSIP No. 867328502

Page 10 of 18 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)

(3)

SEC Use Only

(4)

Citizenship or Place of Organization

California &nbs p;

Please see Attachment A & Footnote 1

Number Of Shares

(5)

Sole Voting Power

-0-

Beneficially Owned

By Each Reporting

(6)

Shared Voting Power

2,512,203

Person With

(7)

Sole Dispositive Power

-0-

(8)

Shared Dispositive Power 2,512,203

(9)

Aggregate Amount Beneficially Owned By Each Reporting Person

2,512,203 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)

8.56% Please see Attachment A & Footnote 1

(12)

Type Of Reporting Person

CO &nb sp;

CUSIP No. 867328502

Page 11 of 18 Pages

(1) Names of Reporting Persons. SS or I.R.S. Identification Nos. of Above Persons

Jean Deleage &n bsp;

(2) Check The Appropriate Box If A Member Of A Group

(a)

(b)

(3)

SEC Use Only

(4)

Citizenship or Place of Organization

United States & nbsp;

Please see Attachment A & Footnote 1

Number Of Shares

(5)

Sole Voting Power

-0-

Beneficially Owned

By Each Reporting

(6)

Shared Voting Power

2,512,203

Person With

(7)

Sole Dispositive Power

-0-

(8)

Shared Dispositive Power 2,512,203

(9)

Aggregate Amount Beneficially Owned By Each Reporting Person

2,512,203 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)

8.56% Please see Attachment A & Footnote 1

(12)

Type Of Reporting Person

IN &nb sp;

*SEE INSTRUCTION BEFORE FILLING OUT!

CUSIP No. 867328502

Page 12 of 18 Pages

(1) Names of Reporting Persons. SS or I.R.S. Identification Nos. of Above Persons

Alix Marduel &n bsp;

(2) Check The Appropriate Box If A Member Of A Group

(a)

(b)

(3)

SEC Use Only

(4)

Citizenship or Place of Organization

United States & nbsp;

Please see Attachment A & Footnote 1

Number Of Shares

(5)

Sole Voting Power

-0-

Beneficially Owned

By Each Reporting

(6)

Shared Voting Power

2,512,203

Person With

(7)

Sole Dispositive Power

-0-

(8)

Shared Dispositive Power 2,512,203

(9)

Aggregate Amount Beneficially Owned By Each Reporting Person

2,512,203 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)

8.56% Please see Attachment A & Footnote 1

(12)

Type Of Reporting Person

IN &nb sp;

*SEE INSTRUCTION BEFORE FILLING OUT!

CUSIP No. 867328502

Page 13 of 18 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)

(3)

SEC Use Only

(4)

Citizenship or Place of Organization

United States & nbsp;

Please see Attachment A & Footnote 1

Number Of Shares

(5)

Sole Voting Power

-0-

Beneficially Owned

By Each Reporting

(6)

Shared Voting Power

2,512,203

Person With

(7)

Sole Dispositive Power

-0-

(8)

Shared Dispositive Power 2,512,203

(9)

Aggregate Amount Beneficially Owned By Each Reporting Person

2,512,203 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)

8.56% Please see Attachment A & Footnote 1

(12)

Type Of Reporting Person

IN &nb sp;

*SEE INSTRUCTION BEFORE FILLING OUT!

CUSIP No. 867328502

Page 14 of 18 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)

(3)

SEC Use Only

(4)

Citizenship or Place of Organization

United States & nbsp;

Please see Attachment A & Footnote 1

Number Of Shares

(5)

Sole Voting Power

-0-

Beneficially Owned

By Each Reporting

(6)

Shared Voting Power

2,512,203

Person With

(7)

Sole Dispositive Power

-0-

(8)

Shared Dispositive Power 2,512,203

(9)

Aggregate Amount Beneficially Owned By Each Reporting Person

2,512,203 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)

8.56% Please see Attachment A & Footnote 1

(12)

Type Of Reporting Person

IN &nb sp;

*SEE INSTRUCTION BEFORE FILLING OUT!

CUSIP No. 867328502

Page 15 of 18 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)

(3)

SEC Use Only

(4)

Citizenship or Place of Organization

United States & nbsp;

Please see Attachment A & Footnote 1

Number Of Shares

(5)

Sole Voting Power

-0-

Beneficially Owned

By Each Reporting

(6)

Shared Voting Power

2,512,203

Person With

(7)

Sole Dispositive Power

-0-

(8)

Shared Dispositive Power 2,512,203

(9)

Aggregate Amount Beneficially Owned By Each Reporting Person

2,512,203 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)

8.56% Please see Attachment A & Footnote 1

(12)

Type Of Reporting Person

IN &nb sp;

*SEE INSTRUCTION BEFORE FILLING OUT!

Item 1.

(a)

Name of Issuer: Sunesis Pharmaceuticals, Inc. (“Issuer”)

(b)

Address of Issuer’s Principal Executive Offices:

341 Oyster Point Blvd.

South San Francisco, CA 94080

Item 2.

(a)

Name of Person Filing:

Alta Partners III, Inc. (“APIII”)

Alta BioPharma Partners III, L.P. (“ABPIII”)

Alta BioPharma Management III, LLC (“ABPMIII”)

Alta BioPharma Partners III GmbH & Co. Beteiligungs KG (“ABPIIIKG”)

Alta Embarcadero BioPharma Partners III, LLC (“AEBPIII”)

Jean Deleage (“JD”)

Alix Marduel (“AM”)

Farah Champsi (“FC”)

Edward Penhoet (“EP”)

Edward Hurwitz (“EH”)

(b)

Address of Principal Business Office:

One Embarcadero Center, Suite 3700

San Francisco, CA 94111

(c)

Citizenship/Place of Organization:

Entities:

APIII

California

ABPIII

Delaware

ABPMIII

Delaware

ABPIIIKG

Germany

AEBPIII

California

Individuals:

United States

(d)

Title of Class of Securities:

Common Stock

(e)

CUSIP Number: 867328502

Item 3.

Not applicable.

Item 4

Ownership.

Please see Attachment A


		APIII	ABPIII	ABPMIII	ABPIIIKG	AEBPIII	JD	AM	FC
(a)	Beneficial Ownership	2,512,203	2,512,203	2,512,203	2,512,203	2,512,203	2,512,203	2,512,203	2,512,203
(b)	Percentage of Class	8.56%	8.56%	8.56%	8.56%	8.56%	8.56%	8.56%	8.56%
(c)	Sole Voting Power	-0-	-0-	-0-	-0-	-0-	-0-	-0-	-0-
	Shared Voting Power	2,512,203	2,512,203	2,512,203	2,512,203	2,512,203	2,512,203	2,512,203	2,512,203
	Sole Dispositive Power	-0-	-0-	-0-	-0-	-0-	-0-	-0-	-0-
	Shared Dispositive Power	2,512,203	2,512,203	2,512,203	2,512,203	2,512,203	2,512,203	2,512,203	2,512,203

		EP	EH
(a)	Beneficial Ownership	2,512,203	2,512,203
(b)	Percentage of Class	8.56%	8.56%
(c)	Sole Voting Power	-0-	-0-
	Shared Voting Power	2,512,203	2,512,203
	Sole Dispositive Power	-0-	-0-
	Shared Dispositive Power	2,512,203	2,512,203

Item 5.

Ownership of Five Percent or Less of a Class

See Item 4

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

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 12, 2007

Alta Partners III, Inc.

By: /s/ Jean Deleage

Jean Deleage, President

Alta BioPharma Partners III, L.P.

Alta BioPharma Management III, LLC

By: Alta BioPharma Management III, LLC

By: /s/ Alix Marduel

Alix Marduel, Director

Alta Embarcadero BioPharma Partners III, LLC

Alta BioPharma Partners III GmbH &Co.

Beteiligungs KG

By: Alta BioPharma Management III, LLC

By: /s/ Alix Marduel

/s/ Alix Marduel

Alix Marduel, Manager

Alix Marduel, Director

/s/ Jean Deleage

/s/ Farah Champsi

Jean Deleage

Farah Champsi

/s/ Alix Marduel

/s/ Edward Hurwitz

Alix Marduel

Edward Hurwitz

/s/ Edward Penhoet

Edward Penhoet

Exhibit A

Agreement of Joint Filing

We, the undersigned, hereby express our agreement that the attached Schedule 13G is filed on behalf of us.

Date:

January 12, 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 III, Inc.

By: /s/ Jean Deleage

Jean Deleage, President

Alta BioPharma Partners III, L.P.

Alta BioPharma Management III, LLC

By: Alta BioPharma Management III, LLC

By: /s/ Alix Marduel

Alix Marduel, Director

Alta Embarcadero BioPharma Partners III, LLC

Alta BioPharma Partners III GmbH &Co.

Beteiligungs KG

By: Alta BioPharma Management III, LLC

By: /s/ Alix Marduel

/s/ Alix Marduel

Alix Marduel, Manager

Alix Marduel, Director

/s/ Jean Deleage

/s/ Farah Champsi

Jean Deleage

Farah Champsi

/s/ Alix Marduel

/s/ Edward Hurwitz

Alix Marduel

Edward Hurwitz

/s/ Edward Penhoet

Edward Penhoet

Attachment A

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. owns beneficially owns 1,769,975 shares of Common Stock and warrants to purchase 530,992 shares of Common Stock, Alta BioPharma Partners III GmbH & Co. Beteiligungs KG beneficially owns 118,870 shares of Common Stock and warrants to purchase 35,661 shares of Common Stock+, and Alta Embarcadero BioPharma Partners III, LLC beneficially owns 43,619 shares Common Stock and warrants to purchase 13,086 shares of Common Stock. The managing directors 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 th e 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.

Mr. Jean Deleage 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 1,769,975 shares of Common Stock and warrants to purchase 530,992 shares of Common Stock beneficially owned by Alta BioPharma Partners III, L.P., the 118,870 shares of Common Stock and warrants to purchase 35,661 shares of Common Stock beneficially owned by Alta BioPharma Partners III GmbH & Co. Beteiligungs KG, and the 43,619 shares of Common Stock and warrants to purchase 13,086 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 interest s 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 11,769,975 shares of Common Stock and warrants to purchase 530,992 shares of Common Stock beneficially owned by Alta BioPharma Partners III, L.P., the 118,870 shares of Common Stock and warrants to purchase 35,661 shares of Common Stock beneficially owned by Alta BioPharma Partners III GmbH & Co. Beteiligungs KG, and the 43,619 shares of Common Stock and warrants to purchase 13,086 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 prop ortionate 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 1,769,975 shares of Common Stock and warrants to purchase 530,992 shares of Common Stock beneficially owned by Alta BioPharma Partners III, L.P., the 118,870 shares of Common Stock and warrants to purchase 35,661 shares of Common Stock beneficially owned by Alta BioPharma Partners III GmbH & Co. Beteiligungs KG, and the 43,619 shares of Common Stock and warrants to purchase 13,086 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.

Attachment A (continued)

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 1,769,975 shares of Common Stock and warrants to purchase 530,992 shares of Common Stock beneficially owned by Alta BioPharma Partners III, L.P., the 118,870 shares of Common Stock and warrants to purchase 35,661 shares of Common Stock beneficially owned by Alta BioPharma Partners III GmbH & Co. Beteiligungs KG, and the 43,619 shares of Common Stock and warrants to purchase 13,086 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 propor tionate 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 1,769,975 shares of Common Stock and warrants to purchase 530,992 shares of Common Stock beneficially owned by Alta BioPharma Partners III, L.P., the 118,870 shares of Common Stock and warrants to purchase 35,661 shares of Common Stock beneficially owned by Alta BioPharma Partners III GmbH & Co. Beteiligungs KG, and the 43,619 shares of Common Stock and warrants to purchase 13,086 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 interes ts therein.

Alta Partners III, Inc. is venture capital firm in San Francisco. 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 and Alta Embarcadero BioPharma Partners III, LLC is a California Limited Liability Company.

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