SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

MEDICAL SCIENCE PARTNERS L P

(Last)

(First)

(Middle)

SUITE 403

200 WEST STREET

(Street)

WALTHAM

02451

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/03/2005

3. Issuer Name and Ticker or Trading Symbol
ICAGEN INC [ ICGN ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	27,175⁽¹⁾	D
Common Stock	19,592⁽²⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Convertible Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	325,000⁽¹⁾	⁽⁵⁾	D
Series B Convertible Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	157,186⁽¹⁾	⁽⁵⁾	D
Series C Convertible Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	291,803⁽²⁾	⁽⁵⁾	D
Series C Convertible Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	69,084⁽⁴⁾	⁽⁵⁾	D

1. Name and Address of Reporting Person^*

MEDICAL SCIENCE PARTNERS L P

(Last)

(First)

(Middle)

SUITE 403

200 WEST STREET

(Street)

WALTHAM

02451

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

MEDICAL SCIENCE PARTNERS II L P

(Last)

(First)

(Middle)

SUITE 403

200 WEST STREET

(Street)

WALTHAM

02451

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Medical Science II Co-Investment, L.P.

(Last)

(First)

(Middle)

SUITE 403

200 WEST STREET

(Street)

WALTHAM

02451

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. These securities are owned solely by Medical Science Partners, L.P.

2. These securities are owned solely by Medical Science Partners II, L.P.

3. The Series A, Series B and Series C Convertible Preferred Stock is immediately exercisable and does not have an expiration date. Upon the closing of the Issuer's public offering, these shares will automatically convert into common stock of the Issuer.

4. These securities are owned solely by Medical Science II Co-Investment, L.P.

5. These shares are convertible on a 1-for-1 basis into common stock of the Issuer.

	Holly A. Coldiron, Attorney-in-fact	02/01/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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