SCHEDULE 13D

-----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, ODbyskXD+cZcJmJ5zyC2PbbUFYvIsxg77bQz6QvcOIjGvRyMoIHAUs2PanwnOjzN sDbhhxFD6Ko9xbWMmPXbLw== 0000891836-04-000179.txt : 20040428 0000891836-04-000179.hdr.sgml : 20040428 20040428165401 ACCESSION NUMBER: 0000891836-04-000179 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20040428 GROUP MEMBERS: ANDREW H. TISCH GROUP MEMBERS: DANIEL R. TISCH GROUP MEMBERS: FELIX J. BAKER GROUP MEMBERS: JAMES S. TISCH GROUP MEMBERS: JOAN H. TISCH GROUP MEMBERS: THOMAS J. TISCH FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BAKER JULIAN CENTRAL INDEX KEY: 0001087939 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: TISCH FAMILY INTERESTS STREET 2: 667 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10021 BUSINESS PHONE: 2125212420 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NEUROGEN CORP CENTRAL INDEX KEY: 0000849043 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 222845714 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-41776 FILM NUMBER: 04761155 BUSINESS ADDRESS: STREET 1: 35 NORTHEAST INDUSTRIAL RD CITY: BRANFORD STATE: CT ZIP: 06405 BUSINESS PHONE: 2034888201 MAIL ADDRESS: STREET 1: 35 NORTHEAST INDUSTRIAL RD CITY: BRANFORD STATE: CT ZIP: 06405 SC 13D/A 1 sc0088.htm SCHEDULE 13D, AMENDMENT #9 SCHEDULE 13D UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 9)*

Information to be included in statements filed pursuant to
Rule 13d-1(a) and amendments thereto filed
pursuant to Rule 13d-2(a)

NEUROGEN CORPORATION

(Name of Issuer)

Common Stock, par value $0.025 per share

(Title of Class of Securities)

64124E-10-6

(CUSIP Number)

Barry L. Bloom
655 Madison Avenue, 19th Floor
New York, NY 10021-8043
(212) 521-2930

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

April 19, 2004

(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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. [_]

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).

Page 1 of 17 Pages

SCHEDULE 13D


CUSIP No. 64124E-10-6		Page 2 of 17 Pages

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Julian C. Baker

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

(a) [ ]
(b) [X]

3	SEC USE ONLY

4	SOURCE OF FUNDS (See Instructions) WC

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

[ ]

6	CITIZENSHIP OR PLACE OF ORGANIZATION United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 67,200
	8	SHARED VOTING POWER 5,384,499
	9	SOLE DISPOSITIVE POWER 67,200
	10	SHARED DISPOSITIVE POWER 5,384,499

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,451,699

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

[ ]

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 16.0%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN

SCHEDULE 13D


CUSIP No. 64124E-10-6		Page 3 of 17 Pages

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Felix J. Baker

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

(a) [ ]
(b) [X]

3	SEC USE ONLY

4	SOURCE OF FUNDS (See Instructions) WC

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

[ ]

6	CITIZENSHIP OR PLACE OF ORGANIZATION United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 56,692
	8	SHARED VOTING POWER 5,384,499
	9	SOLE DISPOSITIVE POWER 56,692
	10	SHARED DISPOSITIVE POWER 5,384,499

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,441,191

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

[ ]

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 15.9%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN

SCHEDULE 13D


CUSIP No. 64124E-10-6		Page 4 of 17 Pages

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Andrew H. Tisch

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

(a) [ ]
(b) [X]

3	SEC USE ONLY

4	SOURCE OF FUNDS (See Instructions) PF

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

[ ]

6	CITIZENSHIP OR PLACE OF ORGANIZATION United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 947,108
	8	SHARED VOTING POWER -0-
	9	SOLE DISPOSITIVE POWER 947,108
	10	SHARED DISPOSITIVE POWER -0-

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 947,108

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

[ ]

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.8%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN

SCHEDULE 13D


CUSIP No. 64124E-10-6		Page 5 of 17 Pages

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Daniel R. Tisch

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

(a) [ ]
(b) [X]

3	SEC USE ONLY

4	SOURCE OF FUNDS (See Instructions) PF

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

[ ]

6	CITIZENSHIP OR PLACE OF ORGANIZATION United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 947,108
	8	SHARED VOTING POWER -0-
	9	SOLE DISPOSITIVE POWER 947,108
	10	SHARED DISPOSITIVE POWER -0-

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 947,108

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

[ ]

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.8%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN

SCHEDULE 13D


CUSIP No. 64124E-10-6		Page 6 of 17 Pages

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS James S. Tisch

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

(a) [ ]
(b) [X]

3	SEC USE ONLY

4	SOURCE OF FUNDS (See Instructions) PF

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

[ ]

6	CITIZENSHIP OR PLACE OF ORGANIZATION United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 947,108
	8	SHARED VOTING POWER -0-
	9	SOLE DISPOSITIVE POWER 947,108
	10	SHARED DISPOSITIVE POWER -0-

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 947,108

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

[ ]

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.8%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN

SCHEDULE 13D


CUSIP No. 64124E-10-6		Page 7 of 17 Pages

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Thomas J. Tisch

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

(a) [ ]
(b) [X]

3	SEC USE ONLY

4	SOURCE OF FUNDS (See Instructions) PF

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

[ ]

6	CITIZENSHIP OR PLACE OF ORGANIZATION United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 1,247,108
	8	SHARED VOTING POWER -0-
	9	SOLE DISPOSITIVE POWER 1,247,108
	10	SHARED DISPOSITIVE POWER -0-

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,247,108

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

[ ]

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.6%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN

SCHEDULE 13D


CUSIP No. 64124E-10-6		Page 8 of 17 Pages

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Joan H. Tisch

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

(a) [ ]
(b) [X]

3	SEC USE ONLY

4	SOURCE OF FUNDS (See Instructions) PF

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

[ ]

6	CITIZENSHIP OR PLACE OF ORGANIZATION United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 24,100
	8	SHARED VOTING POWER -0-
	9	SOLE DISPOSITIVE POWER 24,100
	10	SHARED DISPOSITIVE POWER -0-

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 24,100

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

[ ]

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.1%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN

This Amendment No. 9 (the “Amendment”) to Schedule 13D is being filed by Julian C. Baker, Felix J. Baker, Andrew H. Tisch, Daniel R. Tisch, James S. Tisch, Thomas J. Tisch and Joan H. Tisch (the “Reporting Persons”) to amend and supplement statements on Schedule 13D previously filed by them. Except as amended and supplemented herein, such statements, as heretofore amended and supplemented, remain in full force and effect.

Item 5.

Interest in Securities of the Issuer.

Set forth in the table below is the aggregate number of shares of Common Stock owned by each of the following on April 21, 2004, together with the percentage of outstanding shares of Common Stock that such ownership represents based upon 34,178,406 shares of Common Stock outstanding on April 21, 2004, according to information furnished to the Reporting Persons by the Issuer.

Name	Number of Shares	Percent of Class Outstanding (1)
Julian C. Baker Felix J. Baker Baker/Tisch Investments, L.P. Baker Biotech Fund I, L.P. Baker Biotech Fund II, L.P. Baker Biotech Fund II (Z), L.P. Baker Bros. Investments, L.P. Baker Bros. Investments II, L.P. FBB Associates Andrew H. Tisch 1995 Issue Trust 1 Andrew H. Tisch 1995 Issue Trust 2 Andrew H. Tisch 2002 Annuity Trust III Andrew H. Tisch 2003 Annuity Trust III Andrew H. Tisch 2004 Annuity Trust II Daniel R. Tisch 1999 Issue Trust Daniel R. Tisch 2002 Annuity Trust III Daniel R. Tisch 2003 Annuity Trust III Daniel R. Tisch 2004 Annuity Trust II Four-Fourteen Partners, LLC James S. Tisch 1995 Issue Trust James S. Tisch 2002 Annuity Trust III James S. Tisch 2003 Annuity Trust III James S. Tisch 2004 Annuity Trust II Joan H. Tisch Thomas J. Tisch 1994 Issue Trust	67,200 (1) 56,692 (2) 371,490 2,195,509 2,039,196 268,465 230,162 221,177 58,500 86,592 86,591 81,470 292,472 399,983 173,183 81,470 292,472 399,983 300,000 173,183 81,470 292,472 399,983 24,100 173,183	0.2% 0.2% 1.1% 6.4% 6.0% 0.8% 0.7% 0.6% 0.2% 0.3% 0.3% 0.2% 0.9% 1.2% 0.5% 0.2% 0.9% 1.2% 0.9% 0.5% 0.2% 0.9% 1.2% 0.1% 0.5%

Page 9 of 17

Thomas J. Tisch 2002 Annuity Trust III
Thomas J. Tisch 2003 Annuity Trust IV
Thomas J. Tisch 2004 Annuity Trust II

Total

81,470
292,472
399,983

9,620,923

0.2%
0.9%
1.2%

28.1%

(1)	Includes 16,200 shares of Common Stock and options to purchase 51,000 shares of Common Stock that have vested or will vest within 60 days.
(2)	Includes 4,692 shares of Common Stock and options to purchase 52,000 shares of Common Stock that have vested or will vest within 60 days.

The beneficial owners of the shares listed above are as follows:

Julian C. Baker and Felix J. Baker, by virtue of their control of entities that have the power to control the investment decisions of Baker/Tisch Investments, L.P., Baker Bros. Investments, L.P., Baker Bros. Investments II, L.P., Baker Biotech Fund I, L.P., Baker Biotech Fund II, L.P. and Baker Biotech Fund II (Z), L.P. may each be deemed to be the beneficial owners of securities held by such entities and may be deemed to have shared power to vote or direct the vote of and to dispose or direct the disposition of such securities. Julian C. Baker and Felix J. Baker are also the sole partners of FBB Associates, a general partnership, and as such may be deemed to be beneficial owners of securities owned by FBB Associates and to have shared power to vote or direct the vote of and to dispose or direct the disposition of such securities.

By virtue of their status as trustees of the respective Annuity Trusts and Issue Trusts referred to above, each of Andrew H. Tisch, Daniel R. Tisch, James S. Tisch and Thomas J. Tisch may be deemed to be the beneficial owner of securities held by those trusts of which he is trustee and to have sole power to vote or direct the vote of and to dispose or direct the disposition of such securities.

By virtue of his status as manager of Four-Fourteen Partners, LLC, Thomas J. Tisch may be deemed to be the beneficial owner of securities held by Four-Fourteen Partners, LLC and to have sole power to vote or direct the vote of and to dispose or direct the disposition of securities owned by Four-Fourteen Partners, LLC.

The following purchases of Common Stock were made by the entities named below at $7.00 per share on April 19, 2004 directly from the Issuer pursuant to a Securities Purchase Agreement dated March 19, 2004, as amended by Side Letter Agreements dated March 26, 2004 and April 16, 2004.

Page 10 of 17

Name

Number of Shares

Baker/Tisch Investments, L.P.
Baker Biotech Fund I, L.P.
Baker Biotech Fund II, L.P.
Baker Biotech Fund II (Z), L.P.
Baker Bros. Investments, L.P.
Baker Bros. Investments II, L.P.
Andrew H. Tisch 2004 Annuity Trust II
Daniel R. Tisch 2004 Annuity Trust II
James S. Tisch 2004 Annuity Trust II
Thomas J. Tisch 2004 Annuity Trust II

203,935
1,915,924
1,972,821
268,465
170,762
110,992
267,858
267,858
267,858
267,858

Item 7.

Material to Be Filed as Exhibits.

Exhibit 1.

Exhibit 2.

Exhibit 3.

Exhibit 4.

Agreement regarding the joint filing of this statement.

Purchase Agreement dated March 19, 2004 (incorporated by reference to Exhibit 99.1 to a Form 8-K report filed by the Issuer on March 29, 2004).

Side Letter Agreement dated March 26, 2004 (incorporated by reference to Exhibit 99.1 to a Form 8-K report filed by the Issuer on March 29, 2004).

Side Letter Agreement dated April 16, 2004.

Page 11 of 17 Pages

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.

April 28, 2004

	By:	/s/ Julian C. Baker

		Julian C. Baker

	By:	/s/ Felix J. Baker

		Felix J. Baker

	By:	/s/ Andrew H. Tisch

		Andrew H. Tisch

	By:	/s/ Daniel R. Tisch

		Daniel R. Tisch

	By:	/s/ James S. Tisch

		James S. Tisch

	By:	/s/ Thomas J. Tisch

		Thomas J. Tisch

	By:	/s/ Joan H. Tisch

		Joan H. Tisch

Page 12 of 17 Pages

EX-1 2 sc0088a.htm EX. 1 - AGREEMENT

EXHIBIT 1

AGREEMENT

In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that this Statement on Schedule 13D relating to the Common Stock, par value $0.025 per share, of Neurogen Corporation being filed with the Securities and Exchange Commission on behalf of each of them.

April 28, 2004

	By:	/s/ Julian C. Baker

		Julian C. Baker

	By:	/s/ Felix J. Baker

		Felix J. Baker

	By:	/s/ Andrew H. Tisch

		Andrew H. Tisch

	By:	/s/ Daniel R. Tisch

		Daniel R. Tisch

	By:	/s/ James S. Tisch

		James S. Tisch

	By:	/s/ Thomas J. Tisch

		Thomas J. Tisch

	By:	/s/ Joan H. Tisch

		Joan H. Tisch

Page 13 of 17 Pages

EX-4 3 sc0088b.htm EX. 4 - SIDE LETTER AGREEMENT Exhibit 4

EXHIBIT 4

NEUROGEN CORPORATION
35 Northeast Industrial Road
Branford, Connecticut 06405
April 16, 2004

Warburg Pincus Private Equity VIII, L.P.
466 Lexington Avenue
New York, NY 10017
Attention: Mr. Stewart Hen

Andrew H. Tisch 2004 Annuity Trust #1
Daniel R. Tisch 2004 Annuity Trust #1
James S. Tisch 2004 Annuity Trust #1
Thomas J. Tisch 2004 Annuity Trust #1
667 Madison Avenue
New York, NY 10021
Attention: Mr. Barry L. Bloom

Andrew H. Tisch 2004 Annuity Trust II
Daniel R. Tisch 2004 Annuity Trust II
James S. Tisch 2004 Annuity Trust II
Thomas J. Tisch 2004 Annuity Trust II
667 Madison Avenue
New York, NY 10021
Attention: Mr. Barry L. Bloom

Baker Bros. Investments, L.P.
Baker Bros. Investments II, L.P.
Baker Biotech Fund I, L.P.
Baker Biotech Fund II, L.P.
Baker/Tisch Investments, L.P.
Baker Biotech Fund II (Z), L.P.
667 Madison Avenue, 17thFloor
New York, NY 10021
Attention: Mr. Leo Kirby

Gentlemen:

Reference is made to the Securities Purchase Agreement, dated as of March 19, 2004 (the “SPA”), and amended as of March 26, 2004 by a Side Letter Agreement (the “Letter Agreement”), by and among Neurogen Corporation (the “Company”) and the investors listed on the signature pages thereto (collectively, the “Investors”).

It is hereby agreed that Investors Andrew H. Tisch 2004 Annuity Trust #1, Daniel R. Tisch 2004 Annuity Trust #1, James S. Tisch 2004 Annuity Trust #1 and Thomas J. Tisch 2004 Annuity Trust #1 are deleted from the SPA and the Letter Agreement and replaced with

Page 14 of 17

Andrew H. Tisch 2004 Annuity Trust II, Daniel R. Tisch 2004 Annuity Trust II, James S. Tisch 2004 Annuity Trust II and Thomas J. Tisch 2004 Annuity Trust II, respectively, effective as of the respective dates of execution thereof. Accordingly, each of Andrew H. Tisch 2004 Annuity Trust II, Daniel R. Tisch 2004 Annuity Trust II, James S. Tisch 2004 Annuity Trust II and Thomas J. Tisch 2004 Annuity Trust II will purchase 267,858 shares of Common Stock at $7.00 per share.

This letter agreement may be executed in one or more counterparts (including by facsimile), which shall be deemed an original and all of which together shall be considered one and the same agreement.

If you are in agreement with the matters set forth above, please sign this letter in the space indicated below and return to the undersigned.

Very truly yours,

	By:	/s/ Steve Davis

		Name: Steve Davis Title: EVP & CBO

ACCEPTED AND AGREED:

WARBURG PINCUS PRIVATE EQUITY VIII, L.P.

By:	Warburg Pincus & Co., General Partner By: /s/ Stewart Hen Name: Stewart Hen Title: Partner

BAKER/TISCH INVESTMENTS, L.P.

By:	Baker/Tisch Capital, L.P., General Partner

By:	Baker/Tisch Capital (GP), LLC, General Partner

By:

/s/ Felix Baker
Name: Felix Baker, Ph.D.
Title: Managing Member

Page 15 of 17

BAKER BROS. INVESTMENTS, L.P.

By:	Baker Bros. Capital, L.P., General Partner

By:	Baker Bros. Capital (GP), LLC, General Partner

By:

/s/ Felix Baker
Name: Felix Baker, Ph.D.
Title: Managing Member

BAKER BROS. INVESTMENTS II, L.P.

By:	Baker Bros. Capital, L.P., General Partner

By:	Baker Bros. Capital (GP), LLC, General Partner

By:

/s/ Felix Baker
Name: Felix Baker, Ph.D.
Title: Managing Member

BAKER BIOTECH FUND I, L.P.

By:	Baker Biotech Capital, L.P., General Partner

By:	Baker Biotech Capital (GP), LLC, General Partner

By:

/s/ Felix Baker
Name: Felix Baker, Ph.D.
Title: Managing Member

BAKER BIOTECH FUND II, L.P.

By:	Baker Biotech Capital II, L.P., General Partner

By:	Baker Biotech Capital II (GP), LLC, General Partner

By:

/s/ Felix Baker
Name: Felix Baker, Ph.D.
Title: Managing Member

Page 16 of 17

BAKER BIOTECH FUND II (Z), L.P.

By:	Baker Biotech Capital II, L.P., General Partner

By:	Baker Biotech Capital II (GP), LLC, General Partner

By:

/s/ Felix Baker
Name: Felix Baker, Ph.D.
Title: Managing Member

ANDREW H. TISCH 2004 ANNUITY TRUST #1
DANIEL R. TISCH 2004 ANNUITY TRUST #1
JAMES S. TISCH 2004 ANNUITY TRUST #1
THOMAS J. TISCH 2004 ANNUITY TRUST #1
ANDREW H. TISCH 2004 ANNUITY TRUST II
DANIEL R. TISCH 2004 ANNUITY TRUST II
JAMES S. TISCH 2004 ANNUITY TRUST II
THOMAS J. TISCH 2004 ANNUITY TRUST II

By:

/s/ Barry L. Bloom
Name: Barry L. Bloom
Title: Attorney-in-Fact

cc:

Milbank, Tweed, Hadley & McCloy LLP
1 Chase Manhattan Plaza
New York, NY 10005
Attention: Robert B. Williams, Esq.

Willkie Farr & Gallagher LLP
787 Seventh Avenue
New York, NY 10019
Attention: Steven J. Gartner, Esq.

Sullivan & Cromwell
125 Broad Street
New York, NY 10004
Attention: Richard R. Howe, Esq. cc:

Page 17 of 17

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