-----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, Rg477OIkLJFHh7WCNaIawu0AcPYWvj/ZH4ZGOBG+4UE8nqre6AuchiIaT8zA5WOg Ud6FZbsVaK2vN60XK3d8+g== 0000950005-10-000054.txt : 20100210 0000950005-10-000054.hdr.sgml : 20100210 20100210163313 ACCESSION NUMBER: 0000950005-10-000054 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20100210 DATE AS OF CHANGE: 20100210 GROUP MEMBERS: ALAIN L. AZAN GROUP MEMBERS: JAMES I. HEALY, M.D., PH.D. GROUP MEMBERS: MICHAEL F. POWELL GROUP MEMBERS: SOFINNOVA MANAGEMENT V 2005 L.L.C. GROUP MEMBERS: SOFINNOVA MANAGEMENT V, L.L.C. GROUP MEMBERS: SOFINNOVA VENTURE AFFILIATES V, L.P. GROUP MEMBERS: SOFINNOVA VENTURE PARTNERS V, L.P. GROUP MEMBERS: SOFINNOVA VENTURE PRINCIPALS V, L.P. FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SOFINNOVA VENTURE PARTNERS V LP CENTRAL INDEX KEY: 0001108554 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 140 GEARY STREET STREET 2: 10TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94108 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Transcept Pharmaceuticals Inc CENTRAL INDEX KEY: 0001178711 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 330960223 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-81821 FILM NUMBER: 10588237 BUSINESS ADDRESS: STREET 1: 1003 W. CUTTING BLVD STREET 2: SUITE 110 CITY: POINT RICHMOND STATE: CA ZIP: 94804 BUSINESS PHONE: (510) 215-3500 MAIL ADDRESS: STREET 1: 1003 W. CUTTING BLVD STREET 2: SUITE 110 CITY: POINT RICHMOND STATE: CA ZIP: 94804 FORMER COMPANY: FORMER CONFORMED NAME: NOVACEA INC DATE OF NAME CHANGE: 20020724 SC 13G/A 1 e10032_sc13ga.htm SCHEDULE 13G/A Converted by EDGARwiz

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Schedule 13G

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)


(Amendment No. 2)*

Transcept Pharmaceuticals, Inc. (f/k/a Novacea, Inc.)

(Name of Issuer)

Common Stock

(Title of Class of Securities)

89354M 10 6

(CUSIP Number)

December 31, 2009

(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)


o

Rule 13d-1(c)


x

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 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 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).

Page 1 of 15 Pages

Exhibit Index Contained on Page 14





CUSIP NO. 89354M 10 6

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1

NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities Only).

Sofinnova Venture Partners V, L.P. (“SVP V”)

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a)

o

(b)

x

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware



NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON

WITH

5

SOLE VOTING POWER
340,744 shares, except that Sofinnova Management V, L.L.C. (“SM V”) and Sofinnova Management V 2005 L.L.C. (“SMV 2005”), the general partners of SVP V, may be deemed to have shared voting power, and Michael F. Powell (“Powell”), Alain L. Azan (“Azan”) and James I. Healy, M.D., Ph.D. (“Healy”), the managing members of SM V and SMV 2005, may be deemed to have shared power to vote these shares.

6

SHARED VOTING POWER
See response to row 5.

 

7

SOLE DISPOSITIVE POWER
340,744 shares, except that SM V and SMV 2005, the general partners of SVP V, may be deemed to have shared dispositive power and Powell, Azan and Healy, the managing members of SM V and SMV 2005, may be deemed to have shared power to dispose of these shares.

 

8

SHARED DISPOSITIVE POWER
See response to row 7.

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON

340,744 shares

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES (See Instructions)

o

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

2.6%

12

TYPE OF REPORTING PERSON (See Instructions)

PN





CUSIP NO. 89354M 10 6

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1

NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities Only).

Sofinnova Venture Affiliates V, L.P. (“SVA V”)

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a)

o

(b)

x

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware



NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON

WITH

5

SOLE VOTING POWER
8,116 shares, except that SM V, the general partner of SVA V, may be deemed to have sole voting power, and Powell, Azan and Healy, the managing members of SM V, may be deemed to have shared power to vote these shares.

6

SHARED VOTING POWER
See response to row 5.

 

7

SOLE DISPOSITIVE POWER
8,116 shares, except that SM V, the general partner of SVA V, may be deemed to have sole dispositive power, and Powell, Azan and Healy, the managing members of SM V, may be deemed to have shared power to dispose of these shares.

 

8

SHARED DISPOSITIVE POWER
See response to row 7.

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON

8,116 shares

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES (See Instructions)

o

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

0.1%

12

TYPE OF REPORTING PERSON (See Instructions)

PN





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1

NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities Only).

Sofinnova Venture Principals V, L.P. (“SVPr V”)

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a)

o

(b)

x

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware



NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON

WITH

5

SOLE VOTING POWER
5,177 shares, except that SM V, the general partner of SVPr V, may be deemed to have sole voting power, and Powell, Azan and Healy, the managing members of SM V, may be deemed to have shared power to vote these shares.

6

SHARED VOTING POWER
See response to row 5.

 

7

SOLE DISPOSITIVE POWER
5,177 shares, except that SM V, the general partner of SVPr V, may be deemed to have sole dispositive power, and Powell, Azan and Healy, the managing members of SM V, may be deemed to have shared power to dispose of these shares.

 

8

SHARED DISPOSITIVE POWER
See response to row 7.

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON

5,177 shares

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES (See Instructions)

o

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

0.0%

12

TYPE OF REPORTING PERSON (See Instructions)

PN






CUSIP NO. 89354M 10 6

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1

NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities Only).

Sofinnova Management V, L.L.C. (“SM V”)

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a)

o

(b)

x

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware



NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON

WITH

5

SOLE VOTING POWER
13,293 shares, of which 8,116 shares are owned directly by SVA V and 5,177 shares are owned directly by SVPr V.  SM V, the general partner of SVA V and SVPr V, may be deemed to have sole voting over the shares owned directly by SVA V and SVPr V, and Powell, Azan and Healy, the managing members of SM V, may be deemed to have shared power to vote these shares.  

6

SHARED VOTING POWER
340,744 shares owned directly by SVP V.  SM V and SM V 2005, the general partners of SVP V, may be deemed to have shared voting power over the shares owned directly by SVA V, and Powell, Azan and Healy, the managing members of both SM V and SM V 2005, may be deemed to have shared power to vote these shares.

7

SOLE DISPOSITIVE POWER
13,293 shares, of which 8,116 shares are owned directly by SVA V and 5,177 shares are owned directly by SVPr V.  SM V, the general partner of SVA V and SVPr V, may be deemed to have sole dispositive power over the shares owned directly by SVA V and SVPr V, and Powell, Azan and Healy, the managing members of SM V, may be deemed to have shared power to dispose of these shares.  

8

SHARED DISPOSITIVE POWER
340,744 shares owned directly by SVP V.  SM V and SM V 2005, the general partners of SVP V, may be deemed to have shared dispositive power over the shares owned directly by SVA V, and Powell, Azan and Healy, the managing members of both SM V and SM V 2005, may be deemed to have shared power to dispose of these shares.

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON

354,037 shares

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES (See Instructions)

o

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

2.7%

12

TYPE OF REPORTING PERSON (See Instructions)

OO





CUSIP NO. 89354M 10 6

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1

NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities Only).

Sofinnova Management V 2005 L.L.C. (“SMV 2005”)

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a)

o

(b)

x

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware



NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON

WITH

5

SOLE VOTING POWER
0 shares.

6

SHARED VOTING POWER
340,744 shares which are owned directly by SVP V.  SMV 2005 and SM V, the general partners of SVP V, may be deemed to have shared voting power, and Powell, Azan and Healy, the managing members of SMV 2005 and SM V, may be deemed to have shared power to vote these shares.

7

SOLE DISPOSITIVE POWER
0 shares.

8

SHARED DISPOSITIVE POWER
340,744 which are owned directly by SVP V.  SMV 2005 and SM V, the general partners of SVP V, may be deemed to have shared dispositive power, and Powell, Azan and Healy, the managing members of SMV 2005 and SM V, may be deemed to have shared power to dispose of these shares.

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON

340,744 shares

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES (See Instructions)

o

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

2.6%

12

TYPE OF REPORTING PERSON (See Instructions)

OO





CUSIP NO. 89354M 10 6

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Page  7 of 15




1

NAME OF REPORTING
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Michael F. Powell (“Powell”)

Tax ID Number:

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)

o

(b)

x

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen



NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON

WITH

5

SOLE VOTING POWER
0 shares.

6

SHARED VOTING POWER
354,037  shares, of which 340,744 shares are owned directly by SVP V, 8,116 shares are owned directly by SVA V and 5,177 shares are owned directly by SVPr V. SM V is the general partner of SVA V and SVPr V, and Powell, a managing member of SM V, may be deemed to have shared power to vote the shares held by SVA V and SVPr V.  SM V and SMV 2005 are general partners of SVP V, and Powell, a managing member of both SM V and SMV 2005, may be deemed to have shared power to vote the shares held by SVP V.

7

SOLE DISPOSITIVE POWER
0 shares.

8

SHARED DISPOSITIVE POWER
354,037 shares, of which 340,744 shares are owned directly by SVP V, 8,116 shares are owned directly by SVA V and 5,177 shares are owned directly by SVPr V. SM V is the general partner of SVA V and SVPr V, and Powell, a managing member of SM V, may be deemed to have shared power to dispose of the shares held by SVA V and SVPr V.  SM V and SMV 2005 are general partners of SVP V, and Powell, a managing member of both SM V and SMV 2005, may be deemed to have shared power to dispose of the shares held by SVP V.

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON

354,037 shares.

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*

o

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

2.7%

12

TYPE OF REPORTING PERSON*

IN





CUSIP NO. 89354M 10 6

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Page  8 of 15




1

NAME OF REPORTING
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Alain L. Azan (“Azan”)

Tax ID Number:

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)

o

(b)

x

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen

NUMBER OF

5

SOLE VOTING POWER
0 shares.

SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH

6

SHARED VOTING POWER
354,037 shares, of which 340,744 shares are owned directly by SVP V, 8,116 shares are owned directly by SVA V and 5,177 shares are owned directly by SVPr V. SM V is the general partner of SVA V and SVPr V, and Azan, a managing member of SM V, may be deemed to have shared power to vote the shares held by SVA V and SVPr V.  SM V and SMV 2005 are general partners of SVP V, and Azan, a managing member of both SM V and SMV 2005, may be deemed to have shared power to vote the shares held by SVP V.

 

7

SOLE DISPOSITIVE POWER
0 shares

 

8

SHARED DISPOSITIVE POWER
354,037 shares, of which 340,744 shares are owned directly by SVP V, 8,116 shares are owned directly by SVA V and 5,177 shares are owned directly by SVPr V. SM V is the general partner of SVA V and SVPr V, and Azan, a managing member of SM V, may be deemed to have shared power to dispose of the shares held by SVA V and SVPr V.  SM V and SMV 2005 are general partners of SVP V, and Azan, a managing member of both SM V and SMV 2005, may be deemed to have shared power to dispose of the shares held by SVP V.

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON

354,037 shares.

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*

o

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

2.7%

12

TYPE OF REPORTING PERSON*

IN





CUSIP NO. 89354M 10 6

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Page  9 of 15




1

NAME OF REPORTING
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

James I. Healy, M.D., Ph.D. (“Healy”)

Tax ID Number:

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)

o

(b)

x

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen



NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON

WITH

5

SOLE VOTING POWER
17,641 shares (including 5,875 shares issuable to Healy pursuant to outstanding options exercisable within 60 days of 12/31/09).

6

SHARED VOTING POWER
354,037 shares, of which 340,744 shares are owned directly by SVP V, 8,116 shares are owned directly by SVA V and 5,177 shares are owned directly by SVPr V. SM V is the general partner of SVA V and SVPr V, and Healy, a managing member of SM V, may be deemed to have shared power to vote the shares held by SVA V and SVPr V.  SM V and SMV 2005 are general partners of SVP V, and Healy, a managing member of both SM V and SMV 2005, may be deemed to have shared power to vote the shares held by SVP V.

7

SOLE DISPOSITIVE POWER
17,641 shares (including 5,875 shares issuable to Healy pursuant to outstanding options exercisable within 60 days of 12/31/09).

8

SHARED DISPOSITIVE POWER
354,037 shares, of which 340,744 shares are owned directly by SVP V, 8,116 shares are owned directly by SVA V and 5,177 shares are owned directly by SVPr V. SM V is the general partner of SVA V and SVPr V, and Healy, a managing member of SM V, may be deemed to have shared power to dispose of the shares held by SVA V and SVPr V.  SM V and SMV 2005 are general partners of SVP V, and Healy, a managing member of both SM V and SMV 2005, may be deemed to have shared power to dispose of the shares held by SVP V.

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON                                                                                        371,678 shares.

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*

o

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

2.8%

12

TYPE OF REPORTING PERSON*

IN





CUSIP NO. 89354M 10 6

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This Amendment No. 2 amends and restates in its entirety the Schedule 13G previously filed by Sofinnova Venture Partners V, L.P. (“SVP V”), Sofinnova Venture Affiliates V, L.P. (“SVA V”), Sofinnova Venture Principals V, L.P. (“SVPr V”), Sofinnova Management V, L.L.C. (“SM V”), Sofinnova Management V 2005 LLC (“SMV 2005”), Michael F. Powell (“Powell”), Alain L. Azan (“Azan”) and James I. Healy, M.D., Ph.D. (“Healy”) (together with all prior and current amendments thereto, this “Schedule 13G”).  


ITEM 1(A).

NAME OF ISSUER

Transcept Pharmaceuticals, Inc. (f/k/a Novacea, Inc.)

ITEM 1(B).

ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES

1003 W. Cutting Boulevard

Suite 110

Pt. Richmond, CA 94804



ITEM 2(A).

NAME OF PERSONS FILING


This Schedule 13G is filed by Sofinnova Venture Partners V, L.P. (“SVP V”), Sofinnova Venture Affiliates V, L.P. (“SVA V”), Sofinnova Venture Principals V, L.P. (“SVPr V”), Sofinnova Management V, L.L.C. (“SM V”), Sofinnova Management V 2005 LLC (“SMV 2005”), Michael F. Powell (“Powell”), Alain L. Azan (“Azan”) and James I. Healy, M.D., Ph.D. (“Healy”).  The foregoing entities and individuals are collectively referred to as the “Reporting Persons.”


SM V, the general partner of SVA V and SVPr V, may be deemed to have sole power to vote and sole power to dispose of shares of the issuer directly owned by SVA V and SVPr V.  Powell, Azan and Healy are the managing members of SM V and may be deemed to have shared power to vote and shared power to dispose of shares of the issuer directly owned by SVA V and SVPr V.


SM V and SMV 2005, the general partners of SVP V, may be deemed to have shared power to vote and shared power to dispose of shares of the issuer directly owned by SVP V.  Powell, Azan and Healy are the managing members of each of SMV and SMV 2005 and may be deemed to have shared power to vote and shared power to dispose of shares of the issuer directly owned by SVP V.

ITEM 2(B).

ADDRESS OF PRINCIPAL BUSINESS OFFICE

The address for each of the Reporting Persons is:


Sofinnova Ventures, Inc.

140 Geary Street, 10th Floor

San Francisco, California  94108

ITEM 2(C)

CITIZENSHIP

SVP V, SVA V and SVPr V, are Delaware limited partnerships.  SM V and SMV 2005 are Delaware limited liability companies.  Powell, Azan and Healy are United States citizens.





CUSIP NO. 89354M 10 6

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ITEM 2(D) AND (E).

TITLE OF CLASS OF SECURITIES AND CUSIP NUMBER

Common Stock
CUSIP # 89354M 10 6

ITEM 3.

Not Applicable.


ITEM 4.

OWNERSHIP

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.  

(a)

Amount beneficially owned:

See Row 9 of cover page for each Reporting Person.

(b)

Percent of Class:

See Row 11 of cover page for each Reporting Person.

(c)

Number of shares as to which such person has:

(i)

Sole power to vote or to direct the vote:

See Row 5 of cover page for each Reporting Person.

(ii)

Shared power to vote or to direct the vote:

See Row 6 of cover page for each Reporting Person.

(iii)

Sole power to dispose or to direct the disposition of:

See Row 7 of cover page for each Reporting Person.

(iv)

Shared power to dispose or to direct the disposition of:

See Row 8 of cover page for each Reporting Person.

ITEM 5.

OWNERSHIP OF FIVE PERCENT 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:  ☒  Yes





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ITEM 6.

OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.

Please see Item 5.

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.

Not applicable.

ITEM 9.

NOTICE OF DISSOLUTION OF GROUP.

Not applicable.

ITEM 10.

CERTIFICATION.

Not applicable.





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SIGNATURES


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:  February 9, 2010


Sofinnova Venture Partners V, L.P.

/s/ Nathalie Auber                                                

By Sofinnova Management V, L.L.C.

Nathalie Auber, Attorney-in-Fact*
By Sofinnova Management V 2005 L.L.C.
Its General Partners

Sofinnova Venture Affiliates V, L.P.

/s/ Nathalie Auber                                                

By Sofinnova Management V, L.L.C.

Nathalie Auber, Attorney-in-Fact*
Its General Partner

Sofinnova Venture Principals V, L.P.

/s/ Nathalie Auber                                                

By Sofinnova Management V, L.L.C.

Nathalie Auber, Attorney-in-Fact*
Its General Partner

Michael F. Powell

/s/ Nathalie Auber                                                

Nathalie Auber, Attorney-in-Fact*

Alain L. Azan

/s/ Nathalie Auber                                                

Nathalie Auber, Attorney-in-Fact*

James I. Healy, M.D., Ph.D.

/s/ Nathalie Auber                                                

Nathalie Auber, Attorney-in-Fact*


*Signed pursuant to a Power of Attorney already on file with the appropriate agencies.


The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative's authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.


NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for

other parties for whom copies are to be sent.


Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)





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EXHIBIT INDEX


 

Found on

Sequentially

Numbered Page

Exhibit


Exhibit A:  Agreement of Joint Filing


15








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EXHIBIT A

Agreement of Joint Filing




An Agreement of Joint Filing is attached as Exhibit A to the original Schedule 13G filed by the Reporting Persons.  



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