0001104659-08-026779.txt : 20080425 0001104659-08-026779.hdr.sgml : 20080425 20080425105619 ACCESSION NUMBER: 0001104659-08-026779 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20080425 DATE AS OF CHANGE: 20080425 GROUP MEMBERS: BIOSCIENCE MANAGERS LIMITED GROUP MEMBERS: BML GENERAL PARTNER LIMITED GROUP MEMBERS: BML HEALTHCARE I, L.P. FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: COOK JEREMY CURNOCK CENTRAL INDEX KEY: 0001216486 FILING VALUES: FORM TYPE: SC 13D MAIL ADDRESS: STREET 1: TARGETED GENETICS CORP STREET 2: 1100 OLIVE WAY STE 100 CITY: SEATTLE STATE: WA ZIP: 98101 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Osteologix, Inc. CENTRAL INDEX KEY: 0001278129 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 320104570 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-79983 FILM NUMBER: 08776383 BUSINESS ADDRESS: STREET 1: 425 MARKET STREET STREET 2: SUITE 2230 CITY: SAN FRANCISCO STATE: CA ZIP: 94105 BUSINESS PHONE: (415) 955-2726 MAIL ADDRESS: STREET 1: 425 MARKET STREET STREET 2: SUITE 2230 CITY: SAN FRANCISCO STATE: CA ZIP: 94105 FORMER COMPANY: FORMER CONFORMED NAME: CASTLE & MORGAN HOLDINGS INC DATE OF NAME CHANGE: 20040130 SC 13D 1 a08-12466_1sc13d.htm SC 13D

	UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549

	SCHEDULE 13D

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

Osteologix, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

68858P104

(CUSIP Number)

Jeremy Curnock Cook

243 Knightsbridge, London SW7 1DN

44(0) 20 7225 4400

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

May 23, 2006

(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

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 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. 68858P104

	1.	Names of Reporting Persons BML Healthcare I, L.P.

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			x
		(b)			o

	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) o

	6.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 1,950,857

			8.	Shared Voting Power 0

			9.	Sole Dispositive Power 1,950,857

			10.	Shared Dispositive Power 0

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,950,857

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o ^TM

	13.	Percent of Class Represented by Amount in Row (11) 7.8%

	14.	Type of Reporting Person (See Instructions) PN

CUSIP No. 68858P104

	1.	Names of Reporting Persons BML General Partner Limited

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			x
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) AF

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization United Kingdom

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 1,950,857

			8.	Shared Voting Power 0

			9.	Sole Dispositive Power 1,950,857

			10.	Shared Dispositive Power 0

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,950,857

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o ^TM

	13.	Percent of Class Represented by Amount in Row (11) 7.8%

	14.	Type of Reporting Person (See Instructions) OO

CUSIP No. 68858P104

	1.	Names of Reporting Persons Bioscience Managers Limited

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			x
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) AF

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization United Kingdom

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 1,950,857

			8.	Shared Voting Power 0

			9.	Sole Dispositive Power 1,950,857

			10.	Shared Dispositive Power 0

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,950,857

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o ^TM

	13.	Percent of Class Represented by Amount in Row (11) 7.8%

	14.	Type of Reporting Person (See Instructions) OO

CUSIP No. 68858P104

	1.	Names of Reporting Persons Mr. Jeremy Curnock Cook

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			x
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) AF

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization United Kingdom

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 1,950,857

			8.	Shared Voting Power 0

			9.	Sole Dispositive Power 1,950,857

			10.	Shared Dispositive Power 0

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,950,857

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o ^TM

	13.	Percent of Class Represented by Amount in Row (11) 7.8%

	14.	Type of Reporting Person (See Instructions) IN

CUSIP No. 68858P104

Item 1.	Security and Issuer
This Schedule 13D relates to shares of Common Stock of Osteologix, Inc., a Delaware corporation (“Osteologix”). Osteologix’s principal executive offices are located at 425 Market Street, Suite 2230, San Francisco, CA 94105.

Item 2.	Identity and Background
BML Healthcare I, L.P., (“BML Healthcare”) is a limited partnership organized in the State of Delaware. BML Healthcare’s principal business consists of investing in developing biotech companies. BML Healthcare’s principal office is located at 243 Knightsbridge, London SW7 1DN, United Kingdom. During the last five years, BML Healthcare has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), and was not a party to a civil proceeding of a judicial or administrative body of competent jurisdiction that resulted in 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. The general partner of BML Healthcare is BML General Partner Limited, a private company limited by share capital and organized in England. BML General Partner Limited’s principal business consists of corporate and investment advisory services. BML General Partner Limited’s principal office is located at 243 Knightsbridge, London SW7 1DN, United Kingdom. During the last five years, BML General Partner Limited has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), and was not a party to a civil proceeding of a judicial or administrative body of competent jurisdiction that resulted in 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. Bioscience Managers Limited, a private company limited by share capital and organized in England, has a management contract with BML General Partner Limited to manage BML Healthcare. Bioscience Managers Limited’s principal business consists of corporate, international finance and management services. Bioscience Managers Limited’s principal office is located at 243 Knightsbridge, London SW7 1DN, United Kingdom. During the last five years, Bioscience managers Limited has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), and was not a party to a civil proceeding of a judicial or administrative body of competent jurisdiction that resulted in 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. Jeremy Curnock Cook is the Executive Chairman of Bioscience Managers Limited and a director of Osteologix. Mr. Cook’s business address is 243 Knightsbridge, London SW7 1DN, United Kingdom. During the last five years, Mr. Cook has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), and was not a party to a civil proceeding of a judicial or administrative body of competent jurisdiction that resulted in 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. Mr. Cook is a citizen of the United Kingdom,

Item 3.	Source and Amount of Funds or Other Consideration
On May 23, 2006, BML Healthcare invested US$2,500,000 in Osteologix, Inc. and in return received 1,914,000 shares of common stock of Osteologix, Inc. Jeremy Curnock Cook, as consideration for being on the board of directors of Osteologix, Inc., has acquired 22,899 shares of common stock of Osteologix, Inc. Jeremy Curnock Cook has, or will have within the next sixty (60) days, the right to acquire 13,958 Shares of Osteologix. Shares of Osteologix acquired by Mr. Cook are held in his name as nominee for BML Healthcare pursuant to an Assignment and Nominee Owner Agreement.

CUSIP No. 68858P104

Item 4.	Purpose of Transaction
The purpose of the transactions described in Item 3 was for BML Healthcare to acquire the shares of Common Stock of Osteologix for investment. BML Healthcare does not have any plans or proposals which relate to or would result in: (a) the acquisition by any person of additional securities of Osteologix (other than those shares of stock already under grant to Mr. Cook but unexercised); (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving Osteologix or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of Osteologix or of any of its subsidiaries; (d) any change in the present board of directors or management of Osteologix, 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 Osteologix; (f) any other material change in Osteologix’s business or corporate structure; (g) changes in the Osteologix’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the issuer by any other person; (h) causing a class of securities of Osteologix 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 Osteologix becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Act; or (j) any similar action to those enumerated above.

Item 5.	Interest in Securities of the Issuer
For purposes of Rule 13d-3, BML Healthcare is the beneficial owner of 1,950,857 shares of Common Stock. Such shares represent approximately 7.8% of Osteologix’s Common Stock based upon approximately 25,011,898 shares of Osteologix Common Stock outstanding as of March 31, 2008. Of the shares it beneficially owns, BML Healthcare has sole voting and power of disposition over 1,950,857 shares, and shared voting and power of disposition over 0 shares. As the general partner of BML Healthcare, BML General Partner Limited may be deemed to beneficially own 1,950,857 shares of Common Stock representing approximately 7.8% of Osteologix’s outstanding Common Stock and shared voting and power of disposition over 0 shares. Pursuant to the contract with BML Healthcare, Bioscience Managers Limited may be deemed to beneficially own and have sole voting and power of disposition over 1,950,857 shares of Common Stock representing approximately 7.8% of Osteologix’s outstanding Common Stock and shared voting and power of disposition over 0 shares. For purposes of Rule 13d-3, Mr. Cook is the beneficial owner of 1,950,857 shares of Common Stock. Such shares represent approximately 7.8% of Osteologix’s Common Stock based upon approximately 25,011,898 shares of Osteologix Common Stock outstanding as of March 31, 2008. Of the shares he beneficially owns, Mr. Cook has sole voting and power of disposition over 1,950,857 shares, and shared voting and power of disposition over 0 shares. Except as described above, the filers have not engaged in any other transactions with respect to these shares in the past sixty days. No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities described above.

Item 6.	Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
The response to Item 4 is incorporated herein by reference.

Item 7.	Material to be filed as Exhibits
Exhibit 99.1		Joint Filing Agreement

Exhibit 99.2.		Nominee and Assignment Agreement by and among BML Healthcare, Bioscience Managers Limited and Jeremy Curnock Cook.

CUSIP No. 68858P104

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Date: April 23, 2008	BML HEALTHCARE I, L.P.

	By:	/s/ Michael Forer
		[Director, BML General Partner Limited on behalf of BML Healthcare I, L.P.]

Date: April 23, 2008	BML GENERAL PARTNER LIMITED

	By:	/s/ Michael Forer
		[Director]

Date: April 23, 2008	BIOSCIENCE MANAGERS LIMITED

	By:	/s/ Michael Forer
		[Managing Director]

Date: April 23, 2008	Jeremy Curnock Cook

	By:	/s/ Jeremy Curnock Cook
		Jeremy Curnock Cook

EX-99.1 2 a08-12466_1ex99d1.htm EX-99.1

Exhibit 99.1

JOINT FILING AGREEMENT

The undersigned agree that the statement on Schedule 13D dated April 23, 2008 with respect to the common stock of Osteologix, Inc. is, and any amendments hereto signed by each the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13(d) under the Securities Exchange Act of 1934, as amended.

Date: April 23, 2008	BML HEALTHCARE I, L.P.

	By:	/s/ Michael Forer
		[Director, BML General Partner Limited on behalf of BML Healthcare I, L.P.]

Date: April 23, 2008	BML GENERAL PARTNER LIMITED

	By:	/s/ Michael Forer
		[Director]

Date: April 23, 2008	BIOSCIENCE MANAGERS LIMITED

	By:	/s/ Michael Forer
		[Managing Director]

Date: April 23, 2008	Jeremy Curnock Cook

	By:	/s/ Jeremy Curnock Cook
		Jeremy Curnock Cook

EX-99.2 3 a08-12466_1ex99d2.htm EX-99.2

Exhibit 99.2

ASSIGNMENT AND
NOMINEE OWNER AGREEMENT

This Assignment and Nominee Owner Agreement (the “Agreement”) is entered into effective as of November 9, 2006 (the “Effective Date”), by and between Jeremy Curnock Cook (“Nominee”) and BML Healthcare I, LP (the “LP”).

RECITALS

A. Nominee is the Executive Chairman of Bioscience Managers Limited (“BML”). BML is the manager of the LP in accordance with a management contract with BML General Partner Limited (the “GP”), the General Partner of the LP. The LP is a stockholder of Osteologix, Inc., a Delaware corporation (the “Corporation”).

B. In connection with Nominee’s acceptance, with the LP’s consent, of a position as a member of the Board of Directors of the Corporation, effective as of the Effective Date, the Corporation simultaneously granted an option to Nominee (the “Option”) to acquire 25,000 shares of Corporation common stock, at an exercise price of $1.00 per share, subject to certain vesting provisions which generally provide that 3,125 shares shall vest on May 31, 2007, and the balance of the shares shall vest in 42 equal monthly installments commencing June 30, 2007, and the Corporation may grant subsequent options in consideration for the Nominee’s membership on the Board of Directors of the Corporation (collectively, a “Subsequent Option”).

C. Nominee and the LP acknowledge that: (i) Nominee’s receipt of the Option (and any Subsequent Option) arose in connection with Nominee’s position as Executive Chairman of BML, (ii) Nominee’s services as a director of the Corporation are similar to the services that Nominee has performed in the past and will perform in the future for BML, (iii) BML was unable to itself become a director of the Corporation and receive the Option (or any Subsequent Option), and (iv) Nominee’s agreement with BML, and BML’s agreement with the GP and the GP’s agreement with the LP, require that the LP beneficially own the Option or any Subsequent Option and any and all shares of the Corporation’s common stock acquired in the future upon exercise of the Option or any Subsequent Option (the “Shares”) and all economic and other rights related to the Option, any Subsequent Option, and the Shares.

D. The LP desires that Nominee hold legal title to the Option, any Subsequent Option, and any and all Shares, as nominee for, and on behalf of, the LP, pursuant to the terms of this Agreement.

AGREEMENT

NOW, THEREFORE, the LP and Nominee agree as follows:

1. Declaration of Trust: Nominee’s Duties; Subsequent Transfers.

(a) To the extent Nominee holds any beneficial ownership interest in the Option, Nominee hereby transfers and assigns such beneficial ownership interest to the LP,

effective as of the Effective Date. To the extent Nominee is awarded any beneficial ownership interest in any Subsequent Option, Nominee shall transfer and assign such beneficial ownership interest to the LP, as soon as practicable. The LP and Nominee agree that Nominee will hold legal title to the Option, any Subsequent Option, and the Shares merely as nominee for the LP. Nominee disclaims any ownership rights in and to the Option, any Subsequent Option, and the Shares. Nominee agrees that, except as provided in this Agreement, Nominee has no discretionary duties with respect to the Option, any Subsequent Option, and the Shares, but must act only upon the LP’s explicit instructions. Nominee agrees to act upon such instructions, including, but not limited to, instructions regarding: (i) the exercise of the Option or any Subsequent Option, (ii) the purchase of Shares with funds provided by the LP, (iii) the exercise of stockholder voting rights, and (iv) the exercise of other stockholder rights with respect to any of the Shares.

(b) The LP hereby delegates to Nominee, as the LP’s representative, any and all rights of the LP, and Nominee accepts such delegation, during the term of this Agreement, to inspect the books and records of the Corporation, which rights the LP may have as a beneficial owner of any of the Shares, pursuant to Section 220 of the Delaware General Corporation Law, or otherwise.

(c) Nominee agrees that, promptly upon receipt of any request from the LP, and subject to any restrictions under applicable law, Nominee shall deliver to the Corporation any stock certificate representing or including the Shares for cancellation, and execute such documents and take such action as is or may be required or appropriate under applicable law for the Corporation to issue and deliver a new stock certificate for the Shares to the LP.

(d) The LP agrees that the LP may not transfer beneficial ownership of any or all of the Shares to anyone unless such transferee agrees to be bound by the provisions of a Nominee Agreement containing the same substantive terms and provisions of this Agreement, with Nominee as the nominee.

(e) The LP shall indemnify and hold harmless Nominee from any and all liability, costs and expenses which Nominee may incur as a result of his service as the LP’s nominee on the Board of Directors of the Corporation.

2. Compliance with Laws. The LP agrees not to give any instructions or directions which are unlawful under the laws of any place having jurisdiction over the Corporation or Nominee or in any place where such instructions are to be performed. It is the LP’s sole responsibility to prepare and file any tax or other returns required under the laws of any place having jurisdiction over the LP related to ownership of the Option, any Subsequent Option, or any Shares.

3. Full Accounting. Nominee agrees to fully account to the LP as to the Option, any Subsequent Option, and the Shares held on behalf of the LP, including prompt remission to the LP of any cash dividends or any other cash payments made by the Corporation to Nominee with respect to the Option, any Subsequent Option, or the Shares. If the Corporation declares any stock dividends, Nominee agrees, subject to any applicable restrictions of applicable law, to

deliver to the LP any additional certificates and an executed but undated stock transfer form, pursuant to which the LP may, at any time, transfer record title to any such shares received as a stock dividend.

4. Termination. Either the LP or Nominee may terminate this Agreement at any time with respect to the Option, any Subsequent Option, and the Shares upon written notice to the other party. Upon termination of this Agreement, the Nominee agrees to promptly take all actions necessary or desirable to effectuate the transfer of the Option, any Subsequent Option, and the Shares to the LP.

5. Integration. The making, execution and delivery of this Agreement by the parties hereto have not been induced by any representations, statements, warranties or agreements other than those expressed herein. This Agreement embodies the entire understanding of the parties hereto and there are no further or other agreements or understandings, written or oral, in effect between the parties hereto relating to the subject matter of this Agreement, unless otherwise expressly stated herein. This Agreement may be amended or modified, from time to time, solely by a written document signed by both parties.

6. Independence. Nothing herein shall be deemed or construed to create a partnership, trust or joint venture between the parties hereto and each party is an independent contractor.

7. Severability. Whenever possible, each provision of this Agreement shall be incorporated in such manner as to be effective and valid under applicable law but, if any provision of this Agreement shall be prohibited or invalid under applicable law, such provision shall be ineffective only to the extent of such provision or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement.

8. Assignability. This Agreement shall be binding upon the parties hereto and their respective permitted successors and assigns and shall inure to the benefit of the parties hereto and their respective permitted successors and assigns. Nominee shall not assign this Agreement or any rights hereunder, and Nominee shall not delegate any duty hereunder, without the LP’s prior express written consent.

9. Attorney’s Fees. If any party institutes legal proceedings to interpret or enforce any term or provision of this Agreement, the prevailing party in such action or proceeding shall be entitled to collect from the other party all costs and expenses incurred in connection with or as a result thereof, including, but not limited to, reasonable attorney’s fees.

10. Survival. All representations, warranties, covenants and agreements herein contained on the part of Nominee shall survive the termination of this Agreement and shall be effective until the obligations provided for hereunder are performed in full.

11. Governing Law and Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice of law provisions.

12. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first above written.

NOMINEE	BML HEALTHCARE I, LP
	By its General Partner:

	BML General Partner Limited


/s/ Jeremy Curnock Cook	By:	/s/ Michael Forer
Jeremy Curnock Cook	Name: Michael Forer Title : Managing Director