Schedule 13D

-----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, VF7U61hjiOMTpOE5gSVTrs4oTxzk/Gt4cs4uvEOjspRDb+zzWuLrWUY3TY3oNIr/ 6qa3tEub/XHbHHeuUjAqMg== 0001193125-04-114346.txt : 20040706 0001193125-04-114346.hdr.sgml : 20040705 20040706163649 ACCESSION NUMBER: 0001193125-04-114346 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20040706 GROUP MEMBERS: HABIB KAIROUZ GROUP MEMBERS: JOSHUA RUCH GROUP MEMBERS: MARK LESCHLY GROUP MEMBERS: RHO MANAGEMENT TRUST I SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SENOMYX INC CENTRAL INDEX KEY: 0001123979 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH [8731] IRS NUMBER: 330843840 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-79930 FILM NUMBER: 04902723 BUSINESS ADDRESS: STREET 1: 11099 N TORREY PINES ROAD STREET 2: SUITE 160 CITY: LA JOLLA STATE: CA ZIP: 92037 BUSINESS PHONE: 8586468300 MAIL ADDRESS: STREET 1: 11099 N TORREY PINES RD SUITE 160 CITY: LA JOLLA STATE: CA ZIP: 92037 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: RHO CAPITAL PARTNERS INC CENTRAL INDEX KEY: 0001020455 IRS NUMBER: 133087622 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 152 WEST 57TH STREET STREET 2: 23RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2127516677 MAIL ADDRESS: STREET 1: 152 WEST 57TH STREET STREET 2: 23RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 FORMER COMPANY: FORMER CONFORMED NAME: RHO MANAGEMENT CO INC DATE OF NAME CHANGE: 19960806 SC 13D 1 dsc13d.htm SCHEDULE 13D Schedule 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. )*

Senomyx, Inc.

(Name of Issuer)

Common Stock, $0.001 par value per share

(Title of Class of Securities)

81724Q 10 7

(CUSIP Number)

Jeffrey I. Martin

c/o Rho Capital Partners, Inc.

152 West 57^th Street, 23^rd Floor

New York, NY 10019

212-784-8872

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

June 25, 2004

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e),13d-1(f) or 13d-1(g), check the following box ¨.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

*	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 disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange 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).

SCHEDULE 13D

CUSIP No. 81724Q 10 7


1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) Rho Capital Partners, Inc.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) N/A
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION New York

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7 SOLE VOTING POWER

2,688,973

8 SHARED VOTING POWER

-0-

9 SOLE DISPOSITIVE POWER

2,688,973

10 SHARED DISPOSITIVE POWER

-0-


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,688,973
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.9%
14	TYPE OF REPORTING PERSON (See Instructions) CO, IA

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CUSIP No. 81724Q 10 7


1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) Joshua Ruch
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) N/A
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Republic of South Africa

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7 SOLE VOTING POWER

-0-

8 SHARED VOTING POWER

2,688,973

9 SOLE DISPOSITIVE POWER

-0-

10 SHARED DISPOSITIVE POWER

2,688,973


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,688,973
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.9%
14	TYPE OF REPORTING PERSON (See Instructions) IN

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CUSIP No. 81724Q 10 7


1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) Habib Kairouz
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) N/A
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Canada

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7 SOLE VOTING POWER

-0-

8 SHARED VOTING POWER

2,688,973

9 SOLE DISPOSITIVE POWER

-0-

10 SHARED DISPOSITIVE POWER

2,688,973


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,688,973
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.9%
14	TYPE OF REPORTING PERSON (See Instructions) IN

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CUSIP No. 81724Q 10 7


1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) Mark Leschly
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) N/A
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Kingdom of Denmark

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7 SOLE VOTING POWER

-0-

8 SHARED VOTING POWER

2,688,973

9 SOLE DISPOSITIVE POWER

-0-

10 SHARED DISPOSITIVE POWER

2,688,973


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,691,356*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.9%
14	TYPE OF REPORTING PERSON (See Instructions) IN

*	Includes options to purchase 2,383 shares within 60 days of the date of this Schedule 13D and excludes options to purchase 40,517 shares not exercisable within 60 days. See Items 5 and 6.

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SCHEDULE 13D

CUSIP No. 81724Q 10 7


1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) Rho Management Trust I
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION New York

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7 SOLE VOTING POWER

2,688,973

8 SHARED VOTING POWER

-0-

9 SOLE DISPOSITIVE POWER

2,688,973

10 SHARED DISPOSITIVE POWER

-0-


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,688,973
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.9%
14	TYPE OF REPORTING PERSON (See Instructions) OO

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Item 1. Security and Issuer.

This statement relates to shares (the “Shares”) of Common Stock, $0.001 par value per share (the “Common Stock”), of Senomyx, Inc., a Delaware corporation (“Senomyx” or the “Issuer”). The principal executive offices of Senomyx are located at 11099 Torrey Pines Road, La Jolla, CA 92037.

Item 2. Identity and Background.

(a) Name. This statement is being filed by Rho Capital Partners, Inc. (“Rho”), a New York corporation, its controlling shareholders, Messrs. Joshua Ruch, Habib Kairouz and Mark Leschly, and the following affiliated investment vehicle: Rho Management Trust I, a New York grantor trust, (collectively, the “Reporting Persons”). As the investment advisor to Rho Management Trust I, a New York grantor trust, (“Trust I”), Rho may be deemed to exercise sole investment and voting control over Shares of Senomyx Common Stock held of record in the name of such investment vehicle. As controlling shareholders of Rho, Joshua Ruch, Habib Kairouz and Mark Leschly may be deemed to have shared authority over the Shares of Senomyx Common Stock reported by Rho herein.

(b) Address. The business address for each of Rho Capital Partners, Inc., Joshua Ruch, Habib Kairouz, Mark Leschly and Trust I is 152 West 57^th Street, 23rd Floor, New York, New York 10019.

(c) Principal Occupation of Natural Persons. Messrs. Joshua Ruch, Habib Kairouz and Mark Leschly are employed by Rho as Managing Partners.

(d)-(e) Certain Proceedings. During the last five years, no Reporting Person has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which any of the foregoing was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) Citizenship or Place of Organization. The information set forth in item 6 of the cover pages is hereby incorporated by reference into this Item 2(f).

Item 3. Source and Amount of Funds or Other Consideration.

An aggregate of 2,371,656 Shares of Senomyx Common Stock was acquired by Trust I upon conversion of Senomyx Preferred Stock purchased by Trust I prior to the initial public offering of the Issuer’s Common Stock, which closed on June 25, 2004 (the “IPO”).

An aggregate of 250,000 Shares of Senomyx Common Stock was purchased on June 25, 2004 by Trust I in the IPO at the IPO offering price of $6.00 per share. The source of funds for such purchase was the working capital of Trust I.

An aggregate of 1,994,186 Shares of Senomyx Common Stock covered by this Schedule 13D was acquired by Trust I prior to the IPO. All such Shares were acquired with the working capital of Trust I.

Item 4. Purpose of Transaction.

The Shares reported herein were acquired solely for investment purposes. The Reporting Persons do not have any present plans or proposals that relate to or would result in any change in the business, policies, management, structure or capitalization of the Issuer. The Reporting Persons reserve the right to acquire, or dispose of, additional securities of the Issuer in the ordinary course of their business, to the extent deemed advisable in light of their general investment and trading policies, market conditions or other factors. The

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Reporting Persons will continue to evaluate the business and prospects of the Issuer, and their present and future interest in, and intentions with respect to, the Issuer, and in connection therewith expect from time to time to consult with management and other stockholders of the Issuer. Mark Leschly, a Reporting Person, currently serves on the board of directors of the Issuer, and has served in such capacity since November 2001.

Other than as described above, the Reporting Persons do not have any plans or proposals which would result in any of the following:

(a) the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;

(b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;

(d) any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;

(e) any material change in the present capitalization or dividend policy of the Issuer;

(f) any other material change in the Issuer’s business or corporate structure;

(g) changes in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions that may impede the acquisition of control of the Issuer by any person;

(h) causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;

(i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or

(j) any action similar to any of those enumerated above.

Item 5. Interest in Securities of the Issuer.

(a)-(b) Amount and Nature of Beneficial Ownership. As the investment advisor to Trust I, Rho may be deemed for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, to be the beneficial owner of 2,688,973 of the Shares of Senomyx Common Stock reported hereby, constituting 10.9% of the approximately 24,737,064 Shares of Senomyx Common Stock outstanding as of the June 25, 2004 closing of the IPO, as reported in the Issuer’s Rule 424(b)(4) Prospectus filed with the Securities and Exchange Commission (the “SEC”) on June 22, 2004.

Messrs. Ruch, Kairouz and Leschly may be deemed to share investment and voting control over the 2,688,973 Shares of Senomyx Common Stock beneficially owned by Rho. In each case, such Reporting Persons may be deemed to beneficially own 10.9% of the approximately 24,737,064 Shares of Senomyx Common Stock outstanding as of the June 25, 2004 closing of the IPO, as reported in the Issuer’s Rule 424(b)(4) Prospectus filed with the SEC on June 22, 2004. Other than the Shares of Senomyx Common Stock in which they have a pecuniary interest, each of Rho and Messrs. Ruch, Kairouz and Leschly disclaims beneficial ownership of the Shares reported in this statement.

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Mark Leschly holds an option to purchase 42,900 Shares of Senomyx Common Stock at a per Share exercise price of $6.02. The option vests and is exercisable in equal monthly installments over a three-year period following the June 25, 2004 date of grant. 2,383 of such option Shares are exercisable within 60 days of the date of this Schedule 13D.

(c) Recent Transactions. The information set forth in Item 3 hereof is hereby incorporated by reference into this Item 5(c). There were no other transactions in the Shares by the reporting persons in the past 60 days.

(d) Dividends. No persons other than the Reporting Persons and their investment clients have the right to participate in the receipt of dividends from, or the proceeds from the sale of, the Shares of Senomyx Common Stock covered hereby.

(e) Not Applicable.

Item 6. Contract, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Mark Leschly and Trust I have entered into “lock-up” letter agreements with the underwriters of the IPO (the “Underwriters”) by which each has agreed not to offer, sell, contract to sell, pledge or otherwise dispose of any Shares, or any securities convertible into or exercisable or exchangeable for Shares or publicly announce an intention to effect any such transaction, for a period ending after the 180th day following the date of the Underwriting Agreement entered into between Senomyx and the Underwriters, with exceptions as provided in such letter agreements. The foregoing summary of the terms of such letter agreements is qualified by reference to the full text of the lockup letter agreement, which is included as Exhibit B to this statement on Schedule 13D, and is incorporated herein by reference.

Except as described or referred to above, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between such persons and any other person with respect to any securities of the Issuer, including but not limited to transfer or voting of any securities of the Issuer, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

Item 7. Material to Be Filed as Exhibits.

The following documents are filed as exhibits hereto:

A. Statement Appointing Designated Filer and Authorized Signer dated June 30, 2004.

B. Letter Agreement, dated March 25, 2004.

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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: July 6, 2004


RHO CAPITAL PARTNERS, INC.

By:		/s/ Jeffrey I. Martin
		Jeffrey I. Martin, Authorized Signer

		/s/ Jeffrey I. Martin
		Jeffrey I. Martin, Authorized Signer for Joshua Ruch

		/s/ Jeffrey I. Martin
		Jeffrey I. Martin, Authorized Signer for Habib Kairouz

		/s/ Jeffrey I. Martin
		Jeffrey I. Martin, Authorized Signer for Mark Leschly

RHO MANAGEMENT TRUST I

By:		/s/ Jeffrey I. Martin
		Jeffrey I. Martin, Authorized Signer

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EXHIBIT INDEX

A. Statement Appointing Designated Filer and Authorized Signer dated June 30, 2004.

B. Letter Agreement, dated March 25, 2004.

EX-99.(A) 2 dex99a.htm STATEMENT APPOINTING DESIGNATED FILER & AUTHORIZED SIGNER Statement Appointing Designated Filer & Authorized Signer

EXHIBIT A

STATEMENT APPOINTING DESIGNATED FILER

AND AUTHORIZED SIGNER

Each Reporting Person hereby authorizes and designates Jeffrey I. Martin and Peter Kalkanis (each, an “Authorized Signer”) to execute and file on behalf of such Reporting Person the Reports with respect to the securities of the Senomyx, Inc., including all Schedules 13D and 13G and Forms 3, 4 and 5, and any amendments thereto, that the Reporting Person may be required to file with the United States Securities and Exchange Commission as a result of the Reporting Person’s ownership of, or transactions in, securities of the Company.

The authority of the Designated Filer and the Authorized Signer under this document with respect to each Reporting Person shall continue until such Reporting Person is no longer required to file Forms 3, 4 and 5 or Schedules 13D or 13G with respect to the Reporting Person’s ownership of, or transactions in, securities of the Company, unless earlier revoked in writing. Each Reporting Person acknowledges that the Designated Filer and the Authorized Signer are not assuming any of the Reporting Person’s responsibilities to comply with Section 13(d) or Section 16 of the Exchange Act.


Date: 6/30/04	RHO MANAGEMENT TRUST I

	By:	Rho Capital Partners, Inc.,
		Investment Advisor

	By:	/s/ Joshua Ruch
	Title:	CEO

Date: 6/30/04	Rho Capital Partners, Inc., Investment Advisor

	By:	/s/ Joshua Ruch
	Title:	CEO

Date: 6/30/04		/s/ Joshua Ruch
		Joshua Ruch

Date: 6/30/04		/s/ Habib Kairouz
		Habib Kairouz

Date: 6/30/04		/s/ Mark Leschly
		Mark Leschly

EX-99.(B) 3 dex99b.htm LETTER AGREEMENT Letter Agreement

EXHIBIT B

SENOMYX

Public Offering of Common Stock

March 25, 2004

Citigroup Global Markets Inc.

Deutsche Bank Securities

As Representatives of the several Underwriters,

c/o Citigroup Global Markets Inc.

388 Greenwich Street

New York, New York 10013

Ladies and Gentlemen:

This letter agreement is being delivered to you in connection with the proposed Underwriting Agreement (the “Underwriting Agreement”), between Senomyx Inc., a Delaware corporation (the “Company”), and each of you as representatives of a group of Underwriters named therein, relating to an underwritten public offering of Common Stock, $0.001 par value (the “Common Stock”), of the Company.

In order to induce you and the other Underwriters to enter into the Underwriting Agreement, the undersigned will not, without the prior written consent of Citigroup Global Markets Inc., offer, sell, contract to sell, pledge or otherwise dispose of, (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the undersigned or any affiliate of the undersigned or any person in privity with the undersigned or any affiliate of the undersigned), directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Securities and Exchange Commission (the “Commission”) in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder with respect to, any shares of capital stock of the Company or any securities convertible into, or exercisable or exchangeable for such capital stock, or publicly announce an intention to effect any such transaction, during the Lock Up Period, other than (a) bona fide gifts to the immediate family of, or transfers to a trust for the direct or indirect benefit of the undersigned or the immediate family of, the undersigned or (b) distributions to partners, members, or stockholders, as applicable, of the undersigned (each such gift, transfer or distribution, a “transfer”); provided that, in each of the transfers described in clauses (a) and (b) of this sentence, prior to such transfer the transferee shall enter into an agreement with Citigroup Global Markets Inc. on terms substantially identical to this letter.

The term “Lock Up Period” means the period beginning with and including the date of the Underwriting Agreement and ending on and including the 180^th day after the date of the Underwriting Agreement.

This letter agreement shall automatically terminate on the date five (5) months after the date of this letter agreement if the registration statement of the Company has not been filed with, and

been declared effective by the Commission. In addition, if for any reason the Underwriting Agreement shall be terminated prior to the Closing Date (as defined in the Underwriting Agreement), this letter agreement shall likewise be terminated.


Yours very truly,

/s/ Mark Leschly Signature
/s/ Mark Leschly Signature

RHO MANAGEMENT TRUST I

By:		Rho Capital Partners, Inc.,
		As Investment Advisor

By:		/s/ Jeffrey I. Martin
Name:		Jeffrey I. Martin
Title:		Attorney In Fact

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