OMB APPROVAL
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OMB Number: 3235-0145
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Expires: February 28, 2009
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Estimated average burden
hours per response . . . 10.4
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SANTARUS, INC.
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(Name of Issuer)
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common stock, par value $0.0001 per share
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(Title of Class of Securities)
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802817304
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(CUSIP Number)
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November 17, 2010
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(Date of Event which Requires Filing of this Statement)
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[ ]
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Rule 13d-1(b)
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[X ]
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Rule 13d-1(c)
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[ ]
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Rule 13d-1(d)
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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1. Names of Reporting Persons.
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I.R.S. Identification Nos. of above persons (entities only).
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Cosmo Technologies Limited
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) [ ]
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(b) [ ]
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3. SEC Use Only
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4. Citizenship or Place of Organization
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Ireland
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Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
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5. Sole Voting Power
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6. Shared Voting Power
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6,972,132
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7. Sole Dispositive Power
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8. Shared Dispositive Power
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6,972,132
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9. Aggregate Amount Beneficially Owned by Each Reporting Person
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6,972,132
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10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ]
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11. Percent of Class Represented by Amount in Row (9)
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11.9%
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12. Type of Reporting Person (See Instructions)
CO
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1. Names of Reporting Persons.
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I.R.S. Identification Nos. of above persons (entities only).
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Cosmo Pharmaceuticals S.p.A.
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) [ ]
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(b) [ ]
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3. SEC Use Only
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4. Citizenship or Place of Organization
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Italy
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Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
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5. Sole Voting Power
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6. Shared Voting Power
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6,972,132
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7. Sole Dispositive Power
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8. Shared Dispositive Power
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6,972,132
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9. Aggregate Amount Beneficially Owned by Each Reporting Person
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6,972,132
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10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ]
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11. Percent of Class Represented by Amount in Row (9)
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11.9%
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12. Type of Reporting Person (See Instructions)
CO
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1. Names of Reporting Persons.
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I.R.S. Identification Nos. of above persons (entities only).
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Cosmo Holding S.p.A.
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) [ ]
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(b) [ ]
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3. SEC Use Only
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4. Citizenship or Place of Organization
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Italy
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Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
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5. Sole Voting Power
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6. Shared Voting Power
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6,972,132
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7. Sole Dispositive Power
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8. Shared Dispositive Power
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6,972,132
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9. Aggregate Amount Beneficially Owned by Each Reporting Person
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6,972,132
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10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ]
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11. Percent of Class Represented by Amount in Row (9)
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11.9%
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12. Type of Reporting Person (See Instructions)
CO
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1. Names of Reporting Persons.
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I.R.S. Identification Nos. of above persons (entities only).
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Cassiopea S.p.A.
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) [ ]
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(b) [ ]
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3. SEC Use Only
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4. Citizenship or Place of Organization
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Italy
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Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
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5. Sole Voting Power
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6. Shared Voting Power
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6,972,132
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7. Sole Dispositive Power
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8. Shared Dispositive Power
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6,972,132
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9. Aggregate Amount Beneficially Owned by Each Reporting Person
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6,972,132
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10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ]
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11. Percent of Class Represented by Amount in Row (9)
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11.9%
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12. Type of Reporting Person (See Instructions)
CO
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1. Names of Reporting Persons.
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I.R.S. Identification Nos. of above persons (entities only).
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Giuseppe Cipriano
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) [ ]
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(b) [ ]
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3. SEC Use Only
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4. Citizenship or Place of Organization
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Italy
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Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
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5. Sole Voting Power
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6. Shared Voting Power
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6,972,132
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7. Sole Dispositive Power
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8. Shared Dispositive Power
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6,972,132
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9. Aggregate Amount Beneficially Owned by Each Reporting Person
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6,972,132
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10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ]
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11. Percent of Class Represented by Amount in Row (9)
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11.9%
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12. Type of Reporting Person (See Instructions)
IN
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1. Names of Reporting Persons.
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I.R.S. Identification Nos. of above persons (entities only).
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Luigi Moro
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) [ ]
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(b) [ ]
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3. SEC Use Only
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4. Citizenship or Place of Organization
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Italy
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Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
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5. Sole Voting Power
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6. Shared Voting Power
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6,972,132
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7. Sole Dispositive Power
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8. Shared Dispositive Power
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6,972,132
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9. Aggregate Amount Beneficially Owned by Each Reporting Person
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6,972,132
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10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ]
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11. Percent of Class Represented by Amount in Row (9)
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11.9%
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12. Type of Reporting Person (See Instructions)
IN
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1. Names of Reporting Persons.
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I.R.S. Identification Nos. of above persons (entities only).
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Mauro Ajani
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) [ ]
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(b) [ ]
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3. SEC Use Only
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4. Citizenship or Place of Organization
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Italy
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Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
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5. Sole Voting Power
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6. Shared Voting Power
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6,972,132
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7. Sole Dispositive Power
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8. Shared Dispositive Power
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6,972,132
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9. Aggregate Amount Beneficially Owned by Each Reporting Person
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6,972,132
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10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ]
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11. Percent of Class Represented by Amount in Row (9)
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11.9%
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12. Type of Reporting Person (See Instructions)
IN
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Item 1.
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(a)
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Name of Issuer :
SANTARUS, INC.
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(b)
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Address of Issuer’s Principal Executive Offices:
3721 Valley Centre Drive, Suite 400, San Diego, CA 92130
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Item 2.
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(a) & (c)
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Name & Citizenship of Person Filing:
(i) Cosmo Technologies Limited, an Irish corporation (“Cosmo”)
(ii) Cosmo Pharmaceuticals S.p.A., an Italian corporation (“Cosmo Parent”)
(iii) Cosmo Holding S.p.A., an Italian corporation (“Cosmo Holdings”)
(iv) Cassiopea S.p.A., an Italian corporation (“Cassiopea”)
(v) Giuseppe Cipriano, an Italian citizen
(vi) Luigi Moro, an Italian citizen
(vii) Mauro Ajani, an Italian citizen
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(b)
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Address of Principal Business Office or, if none, Residence:
The address for Cosmo is 42-43 Amiens Street, Dublin 1, Ireland. The address for Cosmo Parent and Messrs Ajani, Cipriano and Moro is Via C. Colombo, 1, 20020 Lainate-Milano, Italy. The address for Cosmo Holding is Piazza della Repubblica, 3 20121 Milano, Italy. The address for Cassiopea is Piazza della Repubblica, 3 20121 Milano, Italy.
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(d)
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Title of Class of Securities:
common stock, par value $0.0001 per share
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(e)
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CUSIP Number:
802817304
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Item 3.
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If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
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(a)
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
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(b)
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
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(d)
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
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(e)
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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
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(f)
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
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(g)
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A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
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(h)
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A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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(j)
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Group, in accordance with §240.13d-1(b)(1)(ii)(J).
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If this statement is filed pursuant to Rule 13d-1(c), check this box: [ X ]
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Item 4.
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Ownership.
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Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
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(a)
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Amount beneficially owned: 6,972,132 *
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(b)
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Percent of class: 11.9%. **
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(c)
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Number of shares as to which the person has:
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(i)
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Sole power to vote or to direct the vote
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(ii)
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Shared power to vote or to direct the vote
6,972,132
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(iii)
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Sole power to dispose or to direct the disposition of
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(iv)
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Shared power to dispose or to direct the disposition of
6,972,132
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Exhibit No.
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Exhibit Description
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99.1
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Joint Filing Agreement dated March 28, 2011, by and among Cosmo Technologies Limited, Cosmo Pharmaceuticals S.p.A., Cosmo Holding S.p.A., Cassiopea S.p.A., Giuseppe Cipriano, Luigi Moro and Mauro Ajani
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COSMO TECHNOLOGIES LIMITED
March 28, 2011
Date
/s/ Giuseppe Cipriano
Signature
Giuseppe Cipriano/ Director
Name/TitleName/Title
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COSMO PHARMACEUTICALS S.p.A.
March 28, 2011
Date
/s/ Mauro Ajani
Signature
Mauro Ajani / CEO
Name/TitleName/Title
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COSMO HOLDING S.p.A.
March 28, 2011
Date
/s/ Giuseppe Cipriano
Signature
Giuseppe Cipriano/Chairman
Name/TitleName/Title
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CASSIOPEA S.p.A.
March 28, 2011
Date
/s/ Mauro Ajani
Signature
Mauro Ajani/Sole Director
Name/TitleName/Title
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March 28, 2011
Date
/s/ Giuseppe Cipriano
Signature
Giuseppe Cipriano, an individual
Name/TitleName/Title
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March 28, 2011
Date
/s/ Luigi Moro
Signature
Luigi Moro, an individual
Name/Title
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March , 2011
Date
/s/ Mauro Ajani
Signature
Mauro Ajani, an individual
Name/Title
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COSMO TECHNOLOGIES LIMITED
March 28, 2011
Date
/s/ Giuseppe Cipriano
Signature
Giuseppe Cipriano/ Director
Name/TitleName/Title
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COSMO PHARMACEUTICALS S.p.A.
March 28, 2011
Date
/s/ Mauro Ajani
Signature
Mauro Ajani / CEO
Name/TitleName/Title
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COSMO HOLDING S.p.A.
March 28, 2011
Date
/s/ Giuseppe Cipriano
Signature
Giuseppe Cipriano/Chairman
Name/TitleName/Title
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CASSIOPEA S.p.A.
March 28, 2011
Date
/s/ Mauro Ajani
Signature
Mauro Ajani/Sole Director
Name/TitleName/Title
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March 28, 2011
Date
/s/ Giuseppe Cipriano
Signature
Giuseppe Cipriano, an individual
Name/TitleName/Title
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March 28, 2011
Date
/s/ Luigi Moro
Signature
Luigi Moro, an individual
Name/Title
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March , 2011
Date
/s/ Mauro Ajani
Signature
Mauro Ajani, an individual
Name/Title
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