-----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, R/TxKc1jyPg/iZE1nH6gs14tdSLNBtLq5nZdTklcRJFxtLxLMFlzoFnH7WNCobxY 5zGKbo6wWhOUYYYR+nIubg== 0000921530-01-500260.txt : 20020413 0000921530-01-500260.hdr.sgml : 20020413 ACCESSION NUMBER: 0000921530-01-500260 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20011227 GROUP MEMBERS: GEORGE SOROS GROUP MEMBERS: PERSEUS BIOTECH FUND PARTNERS, LLC GROUP MEMBERS: PERSEUS-SOROS BIOPHARMEUTICAL FUND, LP GROUP MEMBERS: PERSEUS-SOROS PARTNERS, LLC GROUP MEMBERS: PERSEUSPUR, LLC GROUP MEMBERS: SFM AH, INC. GROUP MEMBERS: SFM PARTICIPATION, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: VALENTIS INC CENTRAL INDEX KEY: 0000932352 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 943156660 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-53479 FILM NUMBER: 1823947 BUSINESS ADDRESS: STREET 1: 863A MITTEN RD CITY: BURLINGAME STATE: CA ZIP: 94010 BUSINESS PHONE: 6506971900 MAIL ADDRESS: STREET 1: 863A MITTEN ROAD CITY: BURLINGAME STATE: CA ZIP: 94010 FORMER COMPANY: FORMER CONFORMED NAME: MEGABIOS CORP DATE OF NAME CHANGE: 19960716 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SOROS FUND MANAGEMENT LLC CENTRAL INDEX KEY: 0001029160 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 133914976 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 888 SEVENTH AVENUE 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10106 BUSINESS PHONE: 2128721054 MAIL ADDRESS: STREET 1: C/O AKIN, GUMP, STRAUSS,HAUER,FELD, STREET 2: 399 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 SC 13G 1 valentis_13g121701.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. __)* VALENTIS, INC. -------------- (Name of Issuer) Common Stock, $.001 par value ----------------------------- (Title of Class of Securities) 91913E104 --------- (CUSIP Number) December 17, 2001 ----------------- (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [_] Rule 13d-1(b) [X] Rule 13d-1(c) [_] 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 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). Continued on following pages Page 1 of 20 Pages Exhibit Index: Page 17 SCHEDULE 13G CUSIP No. 91913E104 Page 2 of 20 Pages 1 Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) PERSEUS-SOROS BIOPHARMACEUTICAL FUND, LP 2 Check the Appropriate Box If a Member of a Group (See Instructions) a. [_] b. [X] 3 SEC Use Only 4 Citizenship or Place of Organization DELAWARE 5 Sole Voting Power Number of 1,581,221 Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Power Person 1,581,221 With 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 1,581,221 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [_] 11 Percent of Class Represented By Amount in Row (9) 5.01% 12 Type of Reporting Person (See Instructions) PN SCHEDULE 13G CUSIP No. 91913E104 Page 3 of 20 Pages 1 Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) PERSEUS-SOROS PARTNERS, LLC 2 Check the Appropriate Box If a Member of a Group (See Instructions) a. [_] b. [X] 3 SEC Use Only 4 Citizenship or Place of Organization DELAWARE 5 Sole Voting Power Number of 1,581,221 Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Power Person 1,581,221 With 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 1,581,221 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [_] 11 Percent of Class Represented By Amount in Row (9) 5.01% 12 Type of Reporting Person (See Instructions) OO SCHEDULE 13G CUSIP No. 91913E104 Page 4 of 20 Pages 1 Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) PERSEUS BIOTECH FUND PARTNERS, LLC 2 Check the Appropriate Box If a Member of a Group (See Instructions) a. [_] b. [X] 3 SEC Use Only 4 Citizenship or Place of Organization DELAWARE 5 Sole Voting Power Number of 0 Shares Beneficially 6 Shared Voting Power Owned By 1,581,221 Each Reporting 7 Sole Dispositive Power Person 0 With 8 Shared Dispositive Power 1,581,221 9 Aggregate Amount Beneficially Owned by Each Reporting Person 1,581,221 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [_] 11 Percent of Class Represented By Amount in Row (9) 5.01% 12 Type of Reporting Person (See Instructions) OO SCHEDULE 13G CUSIP No. 91913E104 Page 5 of 20 Pages 1 Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) SFM PARTICIPATION, L. P. 2 Check the Appropriate Box If a Member of a Group (See Instructions) a. [_] b. [X] 3 SEC Use Only 4 Citizenship or Place of Organization DELAWARE 5 Sole Voting Power Number of 0 Shares Beneficially 6 Shared Voting Power Owned By 1,581,221 Each Reporting 7 Sole Dispositive Power Person 0 With 8 Shared Dispositive Power 1,581,221 9 Aggregate Amount Beneficially Owned by Each Reporting Person 1,581,221 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [_] 11 Percent of Class Represented By Amount in Row (9) 5.01% 12 Type of Reporting Person (See Instructions) PN SCHEDULE 13G CUSIP No. 91913E104 Page 6 of 20 Pages 1 Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) SFM AH, INC. 2 Check the Appropriate Box If a Member of a Group (See Instructions) a. [_] b. [X] 3 SEC Use Only 4 Citizenship or Place of Organization DELAWARE 5 Sole Voting Power Number of 0 Shares Beneficially 6 Shared Voting Power Owned By 1,581,221 Each Reporting 7 Sole Dispositive Power Person 0 With 8 Shared Dispositive Power 1,581,221 9 Aggregate Amount Beneficially Owned by Each Reporting Person 1,581,221 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [_] 11 Percent of Class Represented By Amount in Row (9) 5.01% 12 Type of Reporting Person (See Instructions) CO SCHEDULE 13G CUSIP No. 91913E104 Page 7 of 20 Pages 1 Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) PERSEUSPUR, LLC 2 Check the Appropriate Box If a Member of a Group (See Instructions) a. [_] b. [X] 3 SEC Use Only 4 Citizenship or Place of Organization DELAWARE 5 Sole Voting Power Number of 0 Shares Beneficially 6 Shared Voting Power Owned By 1,581,221 Each Reporting 7 Sole Dispositive Power Person 0 With 8 Shared Dispositive Power 1,581,221 9 Aggregate Amount Beneficially Owned by Each Reporting Person 1,581,221 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [_] 11 Percent of Class Represented By Amount in Row (9) 5.01% 12 Type of Reporting Person (See Instructions) OO SCHEDULE 13G CUSIP No. 91913E104 Page 8 of 20 Pages 1 Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) FRANK H. PEARL (in the capacity described herein) 2 Check the Appropriate Box If a Member of a Group (See Instructions) a. [_] b. [X] 3 SEC Use Only 4 Citizenship or Place of Organization UNITED STATES 5 Sole Voting Power Number of 0 Shares Beneficially 6 Shared Voting Power Owned By 1,581,221 Each Reporting 7 Sole Dispositive Power Person 0 With 8 Shared Dispositive Power 1,581,221 9 Aggregate Amount Beneficially Owned by Each Reporting Person 1,581,221 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [_] 11 Percent of Class Represented By Amount in Row (9) 5.01% 12 Type of Reporting Person (See Instructions) IN SCHEDULE 13G CUSIP No. 91913E104 Page 9 of 20 Pages 1 Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) GEORGE SOROS (in the capacity described herein) 2 Check the Appropriate Box If a Member of a Group (See Instructions) a. [_] b. [X] 3 SEC Use Only 4 Citizenship or Place of Organization UNITED STATES 5 Sole Voting Power Number of 0 Shares Beneficially 6 Shared Voting Power Owned By 1,581,221 Each Reporting 7 Sole Dispositive Power Person 0 With 8 Shared Dispositive Power 1,581,221 9 Aggregate Amount Beneficially Owned by Each Reporting Person 1,581,221 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [_] 11 Percent of Class Represented By Amount in Row (9) 5.01% 12 Type of Reporting Person (See Instructions) IA SCHEDULE 13G CUSIP No. 91913E104 Page 10 of 20 Pages 1 Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) SOROS FUND MANAGEMENT LLC 2 Check the Appropriate Box If a Member of a Group (See Instructions) a. [_] b. [X] 3 SEC Use Only 4 Citizenship or Place of Organization DELAWARE 5 Sole Voting Power Number of 0 Shares Beneficially 6 Shared Voting Power Owned By 1,581,221 Each Reporting 7 Sole Dispositive Power Person 0 With 8 Shared Dispositive Power 1,581,221 9 Aggregate Amount Beneficially Owned by Each Reporting Person 1,581,221 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [_] 11 Percent of Class Represented By Amount in Row (9) 5.01% 12 Type of Reporting Person (See Instructions) OO; IA 11 of 20 Pages Item 1(a) Name of Issuer: Valentis, Inc. Item 1(b) Address of the Issuer's Principal Executive Offices: 863A Mitten Rd., Burlingame, California 94010. Item 2(a) Name of Person Filing: The Statement is filed on behalf of each of the following persons (collectively, the "Reporting Persons"): i) Perseus-Soros BioPharmaceutical Fund, LP, a Delaware limited partnership ("Purchaser"); ii) Perseus-Soros Partners, LLC, a Delaware limited liability company ("PSP GP" and general partner of Purchaser); iii) Perseus BioTech Fund Partners, LLC, a Delaware limited liability company ("PBFP Partners" and managing member of PSP GP); iv) SFM Participation, L. P., a Delaware limited partnership ("SFM Participation" and managing member of PSP GP); v) SFM AH, Inc., a Delaware corporation ("SFM AH" and general partner of SFM Participation); vi) Perseuspur, LLC, a Delaware limited liability company ("Perseuspur" and managing member of PBFP Partners); vii) Mr. Frank H. Pearl ("Mr. Pearl" and sole owner of Perseuspur); viii) Mr. George Soros ("Mr. Soros" and sole shareholder of SFM AH); and ix) Soros Fund Management LLC, a Delaware limited liability company ("SFM LLC"). This Statement relates to the Shares (as defined herein) and assumes the conversion of Series A Preferred Stock and the exercise of warrants held for the account of the Purchaser. The Purchaser was formed in order to engage in the acquiring, holding and disposing of investments in various companies. PSP GP is the general partner of the Purchaser and was formed to act as the general partner of the Purchaser. PBFP Partners and SFM Participation are the managing members of PSP GP. PBFP Partners was formed in order to engage in the acquiring, holding and disposing of investments in various companies. Perseuspur is the managing member of PBFP Partners and exercises exclusive management and control of PBFP Partners. Mr. Pearl is the sole owner of Perseuspur. 12 of 20 Pages SFM Participation was formed in order to engage in the acquiring, holding and disposing of investments in various companies. SFM AH is the general partner of SFM Participation. Mr. Soros is the sole shareholder of SFM AH. Mr. Soros has entered into an agreement dated as of January 1, 1997 with SFM LLC pursuant to which Mr. Soros has, among other things, agreed to use his best efforts to cause SFM AH, as the general partner of SFM Participation, to act at the direction of SFM LLC, which agreement to so act shall terminate upon the earlier of (a) the assignment of SFM LLC of the legal and beneficial ownership in SFM AH and (b) the assignment to SFM LLC of the general partnership interest in SFM Participation. The business of SFM LLC is managed by Mr. Soros, in his capacity as Chairman. Information contained herein concerning SFM Participation, SFM AH, SFM LLC and Mr. Soros has been provided by each such reporting person. The Purchaser, PSP GP, PBFP Partners, Perseuspur and Mr. Pearl assume no responsibility for such information. Information contained herein concerning PBFP Partners, Perseuspur and Mr. Pearl has been provided by each such Reporting Person. The Purchaser, PSP GP, SFM Participation, SFM AH, SFM LLC and Mr. Soros assume no responsibility for such information. Item 2(b) Address of Principal Business Office or, if None, Residence: The address of the principal business offices of (i) the Purchaser, (ii) PSP GP, (iii) PBFP Partners, (iv) Perseuspur and (v) Mr. Pearl is 2099 Pennsylvania Avenue, N.W., Suite 900, Washington, DC 20006-1813. The address and principal business offices of (i) SFM Participation, (ii) SFM AH, (iii) Mr. Soros and (iv) SFM LLC is 888 Seventh Avenue, 33rd Floor, New York, NY 10106. Item 2(c) Citizenship: (i) Purchaser - a Delaware limited partnership. (ii) PSP GP - a Delaware limited liability company. (iii) PBFP Partners - a Delaware limited liability company. (iv) SFM Participation - a Delaware limited partnership. (v) SFM AH - a Delaware corporation. (vi) Perseuspur - a Delaware limited liability company. (vii) Mr. Pearl - United States. (viii) Mr. Soros - United States. (ix) SFM LLC - a Delaware limited liability company. Item 2(d) Title of Class of Securities: Common Stock, $.001 par value (the "Shares"). Item 2(e) CUSIP Number: 91913E104 13 of 20 Pages Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: This Item 3 is not applicable. Item 4. Ownership: Item 4(a) Amount Beneficially Owned: Each of the Reporting Persons may be deemed the beneficial owner of 1,581,221 Shares. This number consists of (i) 112,387 Shares held for the account of the Purchaser, (ii) 1,111,111 Shares issuable upon the conversion of 10,000 Series A Preferred Stock of the Issuer held for the account of the Purchaser and (iii) 357,723 Shares issuable upon the exercise of warrants held for the account of the Purchaser. Item 4(b) Percent of Class: Assuming the exercise and conversion of all of the securities held for the account of the Purchaser, each of the Reporting Persons may be deemed to be the beneficial owners of approximately 5.01% of the total number of Shares outstanding. Item 4(c) Number of shares as to which such person has: Purchaser and PSP GP -------------------- (i) Sole power to vote or to direct the vote: 1,581,221 (ii) Shared power to vote or to direct the vote: 0 (iii) Sole power to dispose or to direct the disposition of: 1,581,221 (iv) Shared power to dispose or to direct the disposition of: 0 PBFP Partners, SFM Participation, SFM AH, Perseuspur, Mr. Pearl, Mr. ----------------------------------------------------------------------- Soros and SFM LLC ----------------- (i) Sole power to vote or to direct the vote: 0 (ii) Shared power to vote or to direct the vote: 1,581,221 (iii) Sole power to dispose or to direct the disposition of: 0 (iv) Shared power to dispose or to direct the disposition of:1,581,221 Item 5. Ownership of Five Percent or Less of a Class: If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owners of more than five percent of the class of securities, check the following [_]. 14 of 20 Pages Item 6. Ownership of More than Five Percent on Behalf of Another Person: The partners of the Purchaser have the right to participate in the receipt of dividends from, or proceeds from the sale of, the securities held for the account of the Purchaser in accordance with their ownership interests in the Purchaser. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company: This Item 7 is not applicable. Item 8. Identification and Classification of Members of the Group: This Item 8 is not applicable. Item 9. Notice of Dissolution of Group: This Item 9 is not applicable. Item 10. Certification: By signing below each signatory certifies that, to the best of his/its 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. 15 of 20 Pages SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Date: December 27, 2001 PERSEUS-SOROS BIOPHARMACEUTICAL FUND, LP By: Perseus-Soros Partners, LLC General Partner By: SFM Participation, L. P. Managing Member By: SFM AH, Inc. General Partner By: /s/ Richard D. Holahan, Jr. ----------------------------------- Name: Richard D. Holahan, Jr. Title: Secretary Date: December 27, 2001 PERSEUS-SOROS PARTNERS, LLC By: SFM Participation, L. P. Managing Member By: SFM AH, Inc. General Partner By: /s/ Richard D. Holahan, Jr. ----------------------------------- Name: Richard D. Holahan, Jr. Title: Secretary Date: December 27, 2001 PERSEUS BIOTECH FUND PARTNERS, LLC By: Perseuspur, LLC Managing Member By: /s/ Rodd Macklin ----------------------------------- Name: Rodd Macklin Title: Secretary 16 of 20 Pages Date: December 27, 2001 PERSEUSPUR, LLC By: /s/ Rodd Macklin ------------------------------------ Name: Rodd Macklin Title: Secretary Date: December 27, 2001 MR. FRANK H. PEARL /s/ Frank H. Pearl -------------------------------------------- Name: Frank H. Pearl Date: December 27, 2001 SFM PARTICIPATION, L. P. By: SFM AH, Inc. General Partner By: /s/ Richard D. Holahan, Jr. ----------------------------------- Name: Richard D. Holahan, Jr. Title: Secretary Date: December 27, 2001 SFM AH, INC. By: /s/ Richard D. Holahan, Jr. ----------------------------------- Name: Richard D. Holahan, Jr. Title: Secretary Date: December 27, 2001 MR. GEORGE SOROS By: /s/ Richard D. Holahan, Jr. ----------------------------------- Name: Richard D. Holahan, Jr. Title: Attorney-in-Fact Date: December 27, 2001 SOROS FUND MANAGEMENT LLC By: /s/ Richard D. Holahan, Jr. ----------------------------------- Name: Richard D. Holahan, Jr. Title: Assistant General Counsel 17 of 20 Pages EXHIBIT INDEX Page No. A. Joint Filing Agreement, dated as of December 27, 2001, by and among Perseus-Soros Biopharmaceutical Fund, LP, Perseus-Soros Partners LLC, Perseus Biotech Fund Partners, LLC, Perseuspur, LLC, Mr. Frank Pearl, SFM Participation, L. P., SFM AH, Inc., Mr. George Soros and Soros Fund Management LLC............................................................... 18 B. Power of Attorney, dated January 27, 2000, appointing Michael C. Neus and Richard D. Holahan, Jr. as Attorney-in-Fact for George Soros...................................................... 20 EX-99 3 valentis_jtflagmt121701.txt EXHIBIT A - JOINT FILING AGREEMENT 18 of 20 Pages EXHIBIT A JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the Common Stock of Valentis, Inc., dated as of December 27, 2001, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934. Date: December 27, 2001 PERSEUS-SOROS BIOPHARMACEUTICAL FUND, LP By: Perseus-Soros Partners, LLC General Partner By: SFM Participation, L. P. Managing Member By: SFM AH, Inc. General Partner By: /s/ Richard D. Holahan, Jr. ----------------------------------- Name: Richard D. Holahan, Jr. Title: Secretary Date: December 27, 2001 PERSEUS-SOROS PARTNERS, LLC By: SFM Participation, L. P. Managing Member By: SFM AH, Inc. General Partner By: /s/ Richard D. Holahan, Jr. ----------------------------------- Name: Richard D. Holahan, Jr. Title: Secretary Date: December 27, 2001 PERSEUS BIOTECH FUND PARTNERS, LLC By: Perseuspur, LLC Managing Member By: /s/ Rodd Macklin ----------------------------------- Name: Rodd Macklin Title: Secretary 19 of 20 Pages Date: December 27, 2001 PERSEUSPUR, LLC By: /s/ Rodd Macklin ------------------------------------ Name: Rodd Macklin Title: Secretary Date: December 27, 2001 MR. FRANK H. PEARL /s/ Frank H. Pearl -------------------------------------------- Name: Frank H. Pearl Date: December 27, 2001 SFM PARTICIPATION, L. P. By: SFM AH, Inc. General Partner By: /s/ Richard D. Holahan, Jr. ----------------------------------- Name: Richard D. Holahan, Jr. Title: Secretary Date: December 27, 2001 SFM AH, INC. By: /s/ Richard D. Holahan, Jr. ----------------------------------- Name: Richard D. Holahan, Jr. Title: Secretary Date: December 27, 2001 MR. GEORGE SOROS By: /s/ Richard D. Holahan, Jr. ----------------------------------- Name: Richard D. Holahan, Jr. Title: Attorney-in-Fact Date: December 27, 2001 SOROS FUND MANAGEMENT LLC By: /s/ Richard D. Holahan, Jr. ----------------------------------- Name: Richard D. Holahan, Jr. Title: Assistant General Counsel EX-24 4 valentis_poa121701.txt EXHIBIT B - POWER OF ATTORNEY 20 of 20 Pages EXHIBIT B POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that I, GEORGE SOROS, hereby make, constitute and appoint each of MICHAEL C. NEUS and RICHARD D HOLAHAN, JR. acting individually, as my agent and attorney-in-fact for the purpose of executing in my name, (a) in my personal capacity or (b) in my capacity as Chairman of, member of or in other capacities with Soros Fund Management LLC ("SFM LLC") and each of its affiliates or entities advised by me or SFM LLC, all documents, certificates, instruments, statements, filings and agreements ("documents") to be filed with or delivered to any foreign or domestic governmental or regulatory body or required or requested by any other person or entity pursuant to any legal or regulatory requirement relating to the acquisition, ownership, management or disposition of securities or other investments, and any other documents relating or ancillary thereto, including but not limited to, all documents relating to filings with the United States Securities and Exchange Commission (the "SEC") pursuant to the Securities Act of 1933 or the Securities Exchange Act of 1934 (the "Act") and the rules and regulations promulgated thereunder, including: (1) all documents relating to the beneficial ownership of securities required to be filed with the SEC pursuant to Section 13(d) or Section 16(a) of the Act including, without limitation: (a) any acquisition statements on Schedule 13D or Schedule 13G and any amendments thereto, (b) any joint filing agreements pursuant to Rule 13d-1(k) and (c) any initial statements of, or statements of changes in, beneficial ownership of securities on Form 3, Form 4 or Form 5 and (2) any information statements on Form 13F required to be filed with the SEC pursuant to Section 13(f) of the Act. All past acts of the attorney-in-fact in furtherance of the foregoing are hereby ratified and confirmed. This power of attorney shall be valid from the date hereof until revoked by me. IN WITNESS WHEREOF, I have executed this instrument as of the 27th day of January 2000. /s/ George Soros ------------------ GEORGE SOROS -----END PRIVACY-ENHANCED MESSAGE-----