zk1109704.htm

0001178913-11-000996.txt : 20110331 0001178913-11-000996.hdr.sgml : 20110331 20110331142857 ACCESSION NUMBER: 0001178913-11-000996 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20110331 DATE AS OF CHANGE: 20110331 GROUP MEMBERS: DORON BREEN GROUP MEMBERS: ISRAEL MOR GROUP MEMBERS: M. ARKIN (1999) LTD. GROUP MEMBERS: RON SENATOR GROUP MEMBERS: SPHERA FUNDS MANAGEMENT LTD. FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Arkin Moshe CENTRAL INDEX KEY: 0001321178 FILING VALUES: FORM TYPE: SC 13G MAIL ADDRESS: STREET 1: C/O PERRIGO, 515 EASTERN AVENUE CITY: ALLEGAN STATE: MI ZIP: 49010 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NeurogesX Inc CENTRAL INDEX KEY: 0001385830 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 943307935 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-82872 FILM NUMBER: 11725345 BUSINESS ADDRESS: STREET 1: 2215 BRIDGEPOINTE PARKWAY STREET 2: SUITE 200 CITY: SAN MATEO STATE: CA ZIP: 94404 BUSINESS PHONE: 650-358-3300 MAIL ADDRESS: STREET 1: 2215 BRIDGEPOINTE PARKWAY STREET 2: SUITE 200 CITY: SAN MATEO STATE: CA ZIP: 94404 SC 13G 1 zk1109704.htm SC 13G zk1109704.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. __ )*

NeurogesX, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

641252101

(CUSIP Number)

March 25, 2011 (1)

(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)

x Rule 13d-1(c)

o 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).

(1) This represents the date that the Reporting Persons re-established their Schedule 13G-eligibility under Rule 13d-1(c).

CUSIP No. 641252101

13G

Page 2 of 15 Pages

1	NAME OF REPORTING PERSONS Moshe Arkin
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 Israel
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 2,648,107
		6	SHARED VOTING POWER 828,240 (1)
		7	SOLE DISPOSITIVE POWER 2,648,107
		8	SHARED DISPOSITIVE POWER 828,240 (1)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,476,347 (1)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See instructions) o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 19.45% (1) (2)
12	TYPE OF REPORTING PERSON (See instructions) IN

(1) This figure includes 522,046 shares beneficially owned directly by the Healthcare Fund Entities, 246,117 shares beneficially owned directly by the Sphera Fund Entities, and 60,077 shares beneficially owned directly by the Puma Fund Entities (Healthcare Fund Entities, Sphera Fund Entities, and Puma Fund Entities are each defined later in Item 2(a)) because the reporting persons named in this Schedule 13G may be deemed to constitute a "group" for purposes of Section 13(d) of the Exchange Act. Moshe Arkin disclaims existence of a group and beneficial ownership of all such shares (as described later in Item 4(a)).

(2) Based on 17,869,108 shares of common stock outstanding as of December 31, 2010 (as reported in the Issuer's Form 10-K/A filed with the Securities and Exchange Commission ("SEC") on January 21, 2011).

CUSIP No. 641252101

13G

Page 3 of 15 Pages

1	NAME OF REPORTING PERSONS M. Arkin (1999) Ltd.
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 Israel
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER ---
		6	SHARED VOTING POWER 828,240 (1)
		7	SOLE DISPOSITIVE POWER ---
		8	SHARED DISPOSITIVE POWER 828,240 (1)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 828,240 (1)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See instructions) o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 4.64% (1) (2)
12	TYPE OF REPORTING PERSON (See instructions) CO

(1) This figure includes 522,046 shares beneficially owned directly by the Healthcare Fund Entities, 246,117 shares beneficially owned directly by the Sphera Fund Entities, and 60,077 shares beneficially owned directly by the Puma Fund Entities (Healthcare Fund Entities, Sphera Fund Entities, and Puma Fund Entities are each defined later in Item 2(a)) because the reporting persons named in this Schedule 13G may be deemed to constitute a "group" for purposes of Section 13(d) of the Exchange Act. M. Arkin (1999) Ltd. disclaims existence of a group and beneficial ownership of all such shares (as described later in Item 4(a)).

(2) Based on 17,869,108 shares of common stock outstanding as of December 31, 2010 (as reported in the Issuer's Form 10-K/A filed with the SEC on January 21, 2011).

CUSIP No. 641252101

13G

Page 4 of 15 Pages

1	NAME OF REPORTING PERSONS Sphera Funds Management Ltd.
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 Israel
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER ---
		6	SHARED VOTING POWER 3,476,347 (1)
		7	SOLE DISPOSITIVE POWER ---
		8	SHARED DISPOSITIVE POWER 3,476,347 (1)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,476,347 (1)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See instructions) o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 19.45% (1) (2)
12	TYPE OF REPORTING PERSON (See instructions) CO

(1) This figure includes 2,648,107 shares beneficially owned directly by Moshe Arkin (regarding which the cover page for Mr. Arkin indicates that he has sole voting and dispositive power) since the reporting persons named in this Schedule 13G may be deemed to constitute a "group" for purposes of Section 13(d) of the Exchange Act. Sphera Funds Management Ltd. disclaims existence of a group and beneficial ownership of such shares (as described later in Item 4(a)).

(2) Based on 17,869,108 shares of common stock outstanding as of December 31, 2010 (as reported in the Issuer's Form 10-K/A filed with the SEC on January 21, 2011).

CUSIP No. 641252101

13G

Page 5 of 15 Pages

1	NAME OF REPORTING PERSONS Israel Mor
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 Israel
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER ---
		6	SHARED VOTING POWER 3,476,347 (1)
		7	SOLE DISPOSITIVE POWER ---
		8	SHARED DISPOSITIVE POWER 3,476,347 (1)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,476,347 (1)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See instructions) o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 19.45% (1) (2)
12	TYPE OF REPORTING PERSON (See instructions) IN

(1) This figure includes 2,648,107 shares beneficially owned directly by Moshe Arkin (regarding which the cover page for Mr. Arkin indicates that he has sole voting and dispositive power) since the reporting persons named in this Schedule 13G may be deemed to constitute a "group" for purposes of Section 13(d) of the Exchange Act. Israel Mor disclaims existence of a group and beneficial ownership of such shares (as described later in Item 4(a)).

(2) Based on 17,869,108 shares of common stock outstanding as of December 31, 2010 (as reported in the Issuer's Form 10-K/A filed with the SEC on January 21, 2011).

CUSIP No. 641252101

13G

Page 6 of 15 Pages

1	NAME OF REPORTING PERSONS Doron Breen
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 Israel and U.S.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER ---
		6	SHARED VOTING POWER 3,476,347 (1)
		7	SOLE DISPOSITIVE POWER ---
		8	SHARED DISPOSITIVE POWER 3,476,347 (1)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,476,347 (1)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See instructions) o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 19.45% (1) (2)
12	TYPE OF REPORTING PERSON (See instructions) IN

(1) This figure includes 2,648,107 shares beneficially owned directly by Moshe Arkin (regarding which the cover page for Mr. Arkin indicates that he has sole voting and dispositive power) since the reporting persons named in this Schedule 13G may be deemed to constitute a "group" for purposes of Section 13(d) of the Exchange Act. Doron Breen disclaims existence of a group and beneficial ownership of such shares (as described later in Item 4(a)).

(2) Based on 17,869,108 shares of common stock outstanding as of December 31, 2010 (as reported in the Issuer's Form 10-K/A filed with the SEC on January 21, 2011).

CUSIP No. 641252101

13G

Page 7 of 15 Pages

1	NAME OF REPORTING PERSONS Ron Senator
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 Israel and U.S.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER ---
		6	SHARED VOTING POWER 3,476,347 (1)
		7	SOLE DISPOSITIVE POWER ---
		8	SHARED DISPOSITIVE POWER 3,476,347 (1)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,476,347 (1)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See instructions) o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 19.45% (1) (2)
12	TYPE OF REPORTING PERSON (See instructions) IN

(1) This figure includes 2,648,107 shares beneficially owned directly by Moshe Arkin (regarding which the cover page for Mr. Arkin indicates that he has sole voting and dispositive power) since the reporting persons named in this Schedule 13G may be deemed to constitute a "group" for purposes of Section 13(d) of the Exchange Act. Ron Senator disclaims existence of a group and beneficial ownership of such shares (as described later in Item 4(a)).

(2) Based on 17,869,108 shares of common stock outstanding as of December 31, 2010 (as reported in the Issuer's Form 10-K/A filed with the SEC on January 21, 2011).

Item 1. (a)

Name of Issuer:

NeurogesX, Inc.

(b)

Address of Issuer's Principal Executive Offices:

2215 Bridgepointe Parkway, Suite 200, San Mateo, California 94404

Item 2. (a)

Name of Person Filing:

1. Moshe Arkin

2. M. Arkin (1999) Ltd.

3. Sphera Funds Management Ltd.

4. Israel Mor

5. Doron Breen

6. Ron Senator

A portion of the securities reported herein (522,046 shares, representing 2.92% of the shares of Common Stock outstanding) are beneficially owned by Sphera Global Healthcare Fund, which invests substantially all of its assets in Sphera Global Healthcare Master Fund. Sphera Global Healthcare Fund and Sphera Global Healthcare Master Fund have delegated all investment decision-making to Sphera Global Healthcare Management L.P. (the "Management Company"). The Management Company is managed, controlled, and operated by its general partner, Sphera Global Healthcare GP Ltd. (the "General Partner"), the shares of which are owned 50% by M. Arkin (1999) Ltd. (the "1999 Company") and 50% by Sphera Funds Management Ltd. ("SFML"). The 1999 Company, wholly-owned by Moshe Arkin, and SFML are each entitled to appoint two members to the board of directors of the General Partner (the "Board of Directors") and two members to the investment committee of the Management Company (the "Investment Committee"). No decision can be made by either the Board of Directors or the Investment Committee without the consent of both Mr. Arkin's designees and the designees of SFML (Sphera Global Healthcare Fund, Sphera Global Healthcare Master Fund, the Management Company, and the General Partner are referred to collectively in this Schedule 13G as "Healthcare Fund Entities"). In addition, 62.08% of the shares of SFML are owned by companies controlled or wholly-owned by the three founders of SFML, Israel Mor, Doron Breen, and Ron Senator, each of whom currently serves as a director of SFML.

SFML, Mr. Mor, Mr. Breen, and Mr. Senator may also be considered the beneficial owner of 246,117 shares, representing 1.38% of the shares of Common Stock outstanding, held by Sphera Fund L.P., Sphera Fund (NIS) L.P., and Sphera Fund – Global L.P., each of which invest substantially all of its assets in Sphera Master Fund L.P. (“Sphera Master”). SFML owns 100% of Sphera Fund G.P. Ltd., which acts as the general partner of Sphera GP L.P., which in turn serves as the general partner of Sphera Master, Sphera Fund L.P., Sphera Fund (NIS) L.P., and Sphera Fund – Global L.P. Sphera GP L.P. has delegated its investment management authority with respect to Sphera Master, Sphera Fund L.P., Sphera Fund (NIS) L.P., and Sphera Fund – Global L.P. to SFML (Sphera Master Fund L.P., Sphera Fund L.P., Sphera Fund (NIS) L.P., Sphera Fund – Global L.P., Sphera GP L.P., and Sphera Fund G.P. Ltd. are referred to collectively in this Schedule 13G as "Sphera Fund Entities").

SFML, Mr. Mor, Mr. Breen, and Mr. Senator may also be considered the beneficial owner of 60,077 shares, representing 0.34% of the shares of Common Stock outstanding, held by Puma Sphera, which invests substantially all of its assets in Puma Sphera Master Fund, which in turn has appointed Puma Sphera Management (Cayman) Limited to provide investment management services to Puma Sphera and Puma Sphera Master Fund. Pursuant to an agreement, SFML provides Puma Sphera Management (Cayman) Limited with certain investment services, including the power to make investment decisions guided by a trading strategy adopted by Puma Sphera Management (Cayman) Limited (Puma Sphera, Puma Sphera Master Fund, and Puma Sphera Management (Cayman) Limited are referred to collectively in this Schedule 13G as "Puma Fund Entities").

(b)

Address of Principal Business Office:

Moshe Arkin – 6 Hachoshlim St., Herzelia, Israel

M. Arkin (1999) Ltd. – 6 Hachoshlim St., Herzelia, Israel

Sphera Funds Management Ltd. – Platinum House, 21 Ha'arba'ah Street,

Tel-Aviv, 64739 Israel

Israel Mor – c/o Sphera Funds Management Ltd., Platinum House, 21 Ha'arba'ah Street, Tel-Aviv, 64739 Israel

Doron Breen – c/o Sphera Funds Management Ltd., Platinum House, 21 Ha'arba'ah Street, Tel-Aviv, 64739 Israel

Ron Senator – c/o Sphera Funds Management Ltd., Platinum House, 21 Ha'arba'ah Street, Tel-Aviv, 64739 Israel

(c)

Citizenship:

Moshe Arkin – Israel

M. Arkin (1999) Ltd. – Israel

Sphera Funds Management Ltd. – Israel

Israel Mor – Israel

Doron Breen – Israel and U.S.

Ron Senator – Israel and U.S.

(d)

Title of Class of Securities:

Common Stock

(e)

CUSIP Number:

641252101

Item 3.

N.A.

Item 4.

Ownership:

(a)

Amount beneficially owned:

See row 9 of cover page of each reporting person.

Except for the shares of Common Stock owned directly by Mr. Arkin, each entity and person named in this Schedule 13G disclaims beneficial ownership of any such shares. Neither the filing of this Schedule 13G nor any of its contents shall be deemed to constitute an admission that any such entity or individual is the beneficial owner of the shares referred to herein for purposes of Section 13(d) of the Exchange Act or for any other purpose.

The entities and persons named in this Schedule 13G may be deemed to constitute a "group" for purposes of Section 13(d) of the Exchange Act. Neither the filing of this Schedule 13G nor any of its contents shall be deemed to constitute an admission that a group exists for purposes of Section 13(d) of the Exchange Act or for any other purpose, and each of the entities and persons named in this Schedule 13G disclaims the existence of any such group.

(b)

Percent of class:

See row 11 of cover page of 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 of each reporting person

(ii)

Shared power to vote or to direct the vote:

See row 6 of cover page of each reporting person and note in Item 4(a) above

(iii)

Sole power to dispose or to direct the disposition of:

See row 7 of cover page of each reporting person

(iv)

Shared power to dispose or to direct the disposition of:

See row 8 of cover page of each reporting person and note in Item 4(a) above

Item 5.

Ownership of Five Percent or Less of a Class:

N.A.

Item 6.

Ownership of More than Five Percent on Behalf of Another:

N.A.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person:

N.A.

Item 8.

Identification and Classification of Members of the Group:

N.A.

Item 9.

Notice of Dissolution of Group:

N.A.

Item 10.

Certification:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above 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.

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.

March 31, 2011

Moshe Arkin

/s/ Menachem Inbar

By: Menachem Inbar*

Title: Attorney-in-fact

M. Arkin (1999) Ltd.

/s/ Menachem Inbar

By: Menachem Inbar**

Title: Attorney-in-fact for Moshe Arkin, Chairman of M. Arkin (1999) Ltd.

Sphera Funds Management Ltd.

/s/ Ron Senator

By: Ron Senator***

Title: Director

/s/ Doron Breen

By: Doron Breen***

Title: Director

/s/ Israel Mor

Israel Mor

/s/ Doron Breen

Doron Breen

/s/ Ron Senator

Ron Senator

* Duly authorized under Special Power of Attorney appointing Menachem Inbar attorney-in-fact, dated August 12, 2009 by and on behalf of Moshe Arkin, and attached hereto as Exhibit 2.

** Duly authorized under Special Power of Attorney appointing Menachem Inbar attorney-in-fact, dated August 12, 2009 by and on behalf of Moshe Arkin as Chairman of M. Arkin (1999) Ltd., and attached hereto as Exhibit 3.

*** Duly authorized by Unanimous Written Consent of the Board of Directors of Sphera Funds Management Ltd. allowing Ron Senator, Doron Breen, and Israel Mor, any two of whom acting together, to bind Sphera Funds Management Ltd. for any and all matters, dated July 1, 2010, and attached hereto as Exhibit 4.

EXHIBIT NO.

DESCRIPTION

Exhibit 1

Agreement of Joint Filing.

Exhibit 2

Special Power of Attorney appointing Menachem Inbar attorney-in-fact, dated August 12, 2009 by and on behalf of Moshe Arkin.

Exhibit 3

Special Power of Attorney appointing Menachem Inbar attorney-in-fact, dated August 12, 2009 by and on behalf of Moshe Arkin as Chairman of M. Arkin (1999) Ltd.

Exhibit 4

Unanimous Written Resolutions of the Directors of Sphera Funds Management Ltd. allowing Ron Senator, Doron Breen, and Israel Mor, any two of whom acting together, to bind Sphera Funds Management Ltd. for any and all matters, dated July 1, 2010.

EX-99 2 exhibit_1.htm EXHIBIT 1 exhibit_1.htm

EXHIBIT 1

JOINT FILING AGREEMENT

By this Agreement, the undersigned agree that this Statement on Schedule 13G being filed on or about this date, and any subsequent amendments thereto filed by any of us, with respect to the securities of NeurogesX, Inc. is being filed on behalf of each of us.

March 31, 2011

Moshe Arkin

/s/ Menachem Inbar

By: Menachem Inbar*

Title: Attorney-in-fact

M. Arkin (1999) Ltd.

/s/ Menachem Inbar

By: Menachem Inbar**

Title: Attorney-in-fact for Moshe Arkin, Chairman of M. Arkin (1999) Ltd.

Sphera Funds Management Ltd.

/s/ Ron Senator

By: Ron Senator***

Title: Director

/s/ Doron Breen

By: Doron Breen***

Title: Director

/s/ Israel Mor

Israel Mor

/s/ Doron Breen

Doron Breen

/s/ Ron Senator

Ron Senator

* Duly authorized under Special Power of Attorney appointing Menachem Inbar attorney-in-fact, dated August 12, 2009 by and on behalf of Moshe Arkin, and attached hereto as Exhibit 2.

EX-99 3 exhibit_2.htm EXHIBIT 2 exhibit_2.htm

EXHIBIT 2

Special Power of Attorney

The undersigned does hereby make, constitute and appoint Menachem Inbar as the undersigned's true and lawful attorney-in-fact, with full power and authority as hereinafter described on behalf of and in the name, place and stead of the undersigned to:

(1) prepare, execute, acknowledge, deliver and file Schedule 13D (including any amendments thereto) or Schedule 13G (including any amendments thereto) with respect to the securities of NeurogesX, Inc., a California corporation (the "Company"), with the United States Securities and Exchange Commission, any securities exchanges and the Company, as considered necessary or advisable under Section 13(d) of the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder, as amended from time to time (the "Exchange Act");

(2) seek or obtain, as the undersigned's representative and on the undersigned's behalf, information on transactions in the Company's securities from any third party, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release any such

information to the undersigned and approves and ratifies any such release of information; and

(3) perform any and all other acts which in the discretion of such attorney-in-fact are necessary or desirable for and on behalf of the undersigned in connection with the foregoing.

The undersigned acknowledges that:

(1) this Power of Attorney authorizes, but does not require, such attorney-in-fact to act in their discretion on information provided to such attorney-in-fact without independent verification of such information;

(2) any documents prepared and/or executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney will be in such form and will contain such information and disclosure as such attorney-in-fact, in his or her discretion, deems necessary or desirable;

(3) such attorney-in-fact does not assume (i) any liability for the undersigned's responsibility to comply with the requirement of the Exchange Act, or (ii) any liability of the undersigned for any failure to comply with such requirements; and

(4) this Power of Attorney does not relieve the undersigned from responsibility for compliance with the undersigned's obligations under the Exchange Act, including without limitation the reporting requirements under Section 13(d) of the Exchange Act.

The undersigned hereby gives and grants the foregoing attorney-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary or appropriate to be done in and about the foregoing matters as fully to all intents and purposes as the undersigned might or could do if present, hereby ratifying all that such attorney-in-fact of, for and on behalf of the undersigned, shall lawfully do or cause to be done by virtue of this Limited Power of Attorney.

This Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to such attorney-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 12th day of August, 2009.

	/s/ Moshe Arkin
	Moshe Arkin

EX-99 4 exhibit_3.htm EXHIBIT 3 exhibit_3.htm

EXHIBIT 3

Special Power of Attorney

The undersigned, as Chairman of M. Arkin (1999) Ltd., does hereby make, constitute and appoint Menachem Inbar as the undersigned's true and lawful attorney-in-fact, with full power and authority as hereinafter described on behalf of and in the name, place and stead of the undersigned to:

information to the undersigned and approves and ratifies any such release of information; and

(3) perform any and all other acts which in the discretion of such attorney-in-fact are necessary or desirable for and on behalf of the undersigned in connection with the foregoing.

The undersigned acknowledges that:

This Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to such attorney-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 12th day of August, 2009.

		/s/ Moshe Arkin
		Moshe Arkin as Chairman of
		M. Arkin (1999) Ltd.

EX-99 5 exhibit_4.htm EXHIBIT 4 exhibit_4.htm

EXHIBIT 4

SPHERA FUNDS MANAGEMENT LTD.

(the “Company”)

UNANIMOUS WRITTEN RESOLUTIONS OF THE DIRECTORS OF THE COMPANY

DATED 1ST JULY, 2010

The undersigned, comprising all the members of the Board of Directors of the Company, in lieu of meeting, pursuant to the Articles of Association of the Company and waiving any prior notice requirements, do hereby consent in writing as follows:

It is hereby RESOLVED THAT:

The authorized signatories, on behalf and in the name of the Company, shall be divided into two groups as follows:

Group 1		Group 2
Israel Mor	(I.D. * * *)	Itschak Shrem	(I.D. * * *)
Doron Breen	(I.D. * * *)	Neomi Elpeleg	(I.D. * * *)
Ron Senator	(I.D. * * *)

The signature of (i) any two authorized signatories from Group 1 or (ii) the signature of any one authorized signatory from Group 1, along with the signature of any one authorized signatory from Group 2; along with the name of Partnership, shall bind the Company for all purposes whatsoever * * *.

Signatures transmitted via facsimile shall be acceptable for all Company purposes.

* * *

Any of the authorized signatories shall be authorized to sign all other documents necessary to give effect to the foregoing resolutions.

These resolutions terminate any previous resolutions of the Company in respect of the signature rights in the Company.

IN WITNESS WHEREOF, it has been resolved as of the date appearing above.

/s/ Itschak Shrem	/s/ Ehud Gelbard
Itschak Shrem	Ehud Gelbard
Director	Director

/s/ Doron Breen	/s/ Israel Mor
Doron Breen	Israel Mor
Director	Director

/s/ Ron Senator
Ron Senator
Director