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(Mark One)
x		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: June 30, 2003

		OR

o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

ESPERION THERAPEUTICS, INC.
(Exact name of registrant as specified in its charter)


Delaware		38-3419139
(State of incorporation)		(IRS Employer Identification No.)

3621 S. State Street,
695 KMS Place
Ann Arbor, MI 48108
(734) 332-0506
(Address of principal executive offices, including zip
code, and telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

The number of outstanding shares of the registrant’s common stock, as of August 8, 2003, was 33,577,270.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


Dated: October 28, 2003		ESPERION THERAPEUTICS, INC.
		(Registrant)


	By:	/s/ Roger S. Newton Roger S. Newton
		President and Chief Executive Officer
		(Principal Executive Officer)

	By:	/s/ Timothy M. Mayleben Timothy M. Mayleben
		Chief Operating Officer
		and Chief Financial Officer
		(Principal Financial Officer)

NOTE: Certain portions of this Advisory Services Agreement, which are identified by the symbol “[* *]”, have been omitted and filed separately with the Securities and Exchange Commission pursuant to a confidential treatment request.

This Agreement (the “Agreement”) is entered into as of the 28th day of April, 2003 (the “Effective Date”) by and among Esperion Therapeutics, Inc., a Delaware corporation (“Esperion”), Scheer & Company, Inc., a Connecticut corporation, and David I. Scheer (“Mr. Scheer”).

WHEREAS, the parties hereto desire, among other things, to set forth the scope of the advisory services that Esperion may, from time to time, request be provided to Esperion by Scheer & Company, Inc. and Mr. Scheer, and the remuneration therefor; and

WHEREAS, the parties hereto acknowledge that they may have existing express or implied agreements, arrangements or understandings with respect to the subject matter of this Agreement, which may include, among other things, express or implied agreements, arrangements or understandings relating to an advisory relationship among the parties, a transaction fee relating to a merger, acquisition, licensing arrangement or other similar financial transaction (a “Transaction Fee”), or transactions involving Esperion, which shall be superceded by the terms of this Agreement.

NOW, THEREFORE, in consideration of the premises and the mutual promises set forth in this Agreement, the parties agree as follows:

A. From time to time through the date that is 12 months after the Effective Date, Esperion may request that Scheer & Company, Inc. provide general strategic advisory services to Esperion, which advisory services may include, but not be limited to, general issues of corporate strategy and business development, licensing arrangements, research and development funding, strategic alliances, mergers, acquisitions, commercial agreements and any other corporate matters with respect to which Esperion may request assistance. All Esperion requests for advisory services under this Agreement shall be made in writing by Esperion’s President and Chief Executive Officer and acknowledged by Scheer & Company, Inc. Scheer & Company, Inc. agrees that it will make itself available, at the request of Esperion at reasonable times upon reasonable prior notice, to provide the foregoing advisory services. Esperion is under no obligation to request any advisory services from Scheer & Company, Inc. pursuant to this Agreement.

B. Scheer & Company, Inc. shall make available professional resources as necessary to service the foregoing advisory relationship. The principal contact for this advisory relationship shall be Mr. Scheer who shall make himself available for services under this Agreement.

C. As compensation for the foregoing advisory services, Esperion shall pay Scheer & Company, Inc. the following:

(1) a retainer of $30,000 (the “Retainer”), plus reasonable expenses related to the provision of any such requested advisory services. Esperion has no obligation to pay any additional retainer fees under this Section 1.C. upon payment of the Retainer.

(2) the sum of $60,000 (the “Advisory Fee”), which sum represents all amounts due and owing Scheer & Company, Inc. as of the date hereof for previously provided advisory services, plus expenses in the amount of $19,593.77 that were incurred in connection with such services;

There are no expenses incurred prior to the date hereof for which Mr. Scheer has not yet received reimbursement in connection with his services as a director of Esperion.

Esperion shall pay undisputed amounts of invoices for expense reimbursements in Item (1) of this Section 1.C. within 30 days of receipt of such invoices. Esperion and Scheer & Company, Inc. shall cooperate to resolve any disputed invoice items as promptly as practical, and Esperion shall pay the mutually agreed upon amounts for the disputed items as promptly as practical. Invoices shall be delivered to Esperion promptly after the end of the month in which expenses are incurred.

Esperion shall pay the Retainer, the Advisory fee and the expense amounts under Items (2) and (3) of this Section 1.C. by wire, in accordance with wiring instructions provided by Scheer & Company, Inc. to Esperion, upon final execution of this Agreement.

2. Transaction Fees. In the event that Esperion completes, or executes a definitive agreement relating to, a merger, acquisition, licensing arrangement or other similar financial transaction with [* *] or any of its successors, affiliates or subsidiaries (together, “[* *]”) on or before the date that is 24 months after the Effective Date, then Esperion shall pay to Scheer & Company, Inc. a Transaction Fee in an amount equal to 0.85% of the “Consideration” (as such term is hereinafter defined). For purposes of this Section 2, “Consideration” means the value of all cash payments received by Esperion pursuant to the agreement related to such merger, acquisition, licensing agreement or other similar financial transaction, including upfront cash, equity investment, any amounts to fund research and development, licensing fees and milestone fees (whether or not such milestone fees are creditable toward future royalties); provided, however, that Consideration shall not include any royalties of any kind received by Esperion. Payment of such fee shall be contingent upon receipt of payment from [* *] and shall be made within 30 days of receipt by Esperion of the applicable payment from [* *].

Each of Esperion and Mr. Scheer (individually and on behalf of Scheer & Company, Inc.) hereby represent for the benefit of the other party as of the Effective Date that to its or his actual knowledge, there has been no material adverse change [* *].

3. Equity Awards. Esperion shall effect an amendment to each of the outstanding equity option grants existing with Mr. Scheer, and take such steps as are necessary to modify the option agreements between Esperion and Mr. Scheer such that:

A. The vesting of the options originally granted on July 17, 2000 and May 22, 2001 at strike prices of $9.00 and $5.69 per share, respectively, and each relating to 15,000 shares shall be accelerated so that all previously unvested shares shall become fully vested as of the Effective Date and the expiration period shall be adjusted so that Mr. Scheer shall have the right to exercise such options until the date that is 12 months after the Effective Date.

A. Scheer & Company, Inc. and Mr. Scheer recognize that Esperion desires to maintain continued harmonious relationships with its stockholders, the public and the business community. Scheer & Company, Inc. and Mr. Scheer therefore agree not to criticize, malign, disparage, slander, defame or impugn Esperion, its stockholders, officers, directors, agents, employees, partners or entities with which Esperion does business, or take or omit to take (or cause to have taken or omit to have taken) any other actions that could damage or harm any such person or entity or their reputations. Scheer & Company, Inc. and Mr. Scheer further agree to support Esperion publicly and not to take any action or make any statement (or cause to have any such action taken or statement made) that would detract from Esperion’s (or any entity with which it does business) image or ability to carry on its business.

B. Esperion recognizes that Scheer & Company, Inc. and Mr. Scheer desire to maintain their respective professional reputations with the public, prospective employers and the business community. Esperion therefore agrees that its officers and directors will not criticize, malign, disparage, slander, defame or impugn Scheer & Company, Inc. and/or Mr. Scheer, or take or omit to take (or cause to have taken or omit to have taken) any other actions that could damage or harm Scheer & Company, Inc.’s or Mr. Scheer’s professional reputation. Esperion further agrees that its officers and directors will support Scheer & Company, Inc. and Mr. Scheer publicly and not take any action or make any statement (or cause to have any such action taken or statement made) that would detract from Scheer & Company, Inc.’s or Mr. Scheer’s professional image or ability to carr y on its or his profession.

C. Except as otherwise set forth in this Agreement, Scheer & Company, Inc. and Mr. Scheer hereby agree to release, acquit and forever discharge Esperion and its affiliates, stockholders, officers, directors, agents, employees, attorneys, successors and assigns (individually and in their representative capacity) from each and every claim, charge, demand, liability, suit, proceeding, action, cause of action, damage, penalty, expense, cost, debt, sum of money, commission, and right, of any kind or nature, at law or in equity, known or unknown, contingent or matured, now existing or which may thereafter accrue in favor of Scheer & Company, Inc. and/or Mr. Scheer, and will not cause any action, claim or administrative charge to be commenced, at law or in equity, directly or indirectly related to Scheer & Company, Inc.’s or Mr. Scheer’s association with Esperion, any disassociation ther efrom or any other occurrence whatsoever to the date of this Agreement, including, but not limited to, any action, claim or charge under any federal, state or local anti-discrimination law (including, but not limited to, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act of 1967, the Employee Retirement Income Security Act of 1974, the Americans with Disabilities Act of 1990, the Family and Medical Leave Act and the Fair Labor Law) or any other federal, state or local statute arising out of this relationship, but expressly excluding claims directly arising out of a breach of Esperion’s obligations under this Agreement.

D. Except as otherwise set forth in this Agreement, Esperion hereby agrees to release, acquit and forever discharge Scheer & Company, Inc. and Mr. Scheer (and their respective successors and assigns) from each and every claim, charge, demand, liability, suit, proceeding, action, cause of action, damage, penalty, expense, cost, debt, sum of money, commission, and right, of any kind or nature, at law or in equity, known or unknown, contingent or matured, now existing or which may thereafter accrue in favor of Esperion, and will not cause any action, claim or administrative charge to be commenced, at law or in equity, directly or indirectly related to Scheer & Company, Inc.’s and/or Mr. Scheer’s association with Esperion until the date of disassociation with Esperion, or any other occurrence whatsoever to the date of this Agreement, except for matters for which personal liability cannot be eli minated or limited under Section 102(b)(7) of the Delaware General Corporation Law, as such law may be amended from time to time, or claims directly arising out of a breach of Scheer & Company, Inc.’s and/or Mr. Scheer’s obligations under this Agreement; provided, however, that in any event Esperion shall not challenge the propriety of payments made by Esperion to Scheer & Company, Inc. or to Mr. Scheer under this Agreement or prior to the date hereof.

E. Each of Esperion and Scheer & Company, Inc. represent that they are authorized to execute this Agreement. Esperion represents that the committee of its independent directors has approved the execution of this Agreement pursuant to the provisions of Section 144 of the Delaware General Corporation Law.

5. Confidentiality of this Agreement. In consideration of the obligations of the parties under this Agreement, the parties hereto agree that the terms of this Agreement (other than those terms relating to advisory services and a Transaction Fee) shall be and remain confidential, and shall not be disclosed by any party hereto to any other party other than immediate family members, attorneys or accountants (provided that such persons agree to keep such information confidential), and except as may be required by applicable law or regulation.

6. Governing Law. This Agreement shall be interpreted and applied under the laws of the State of Delaware.

7. Notices. Any notice or communication required or permitted hereunder shall be in writing and either delivered personally or telecopied or sent by overnight courier, or by certified or registered mail, postage prepaid, and shall be deemed to be given, dated and received when so delivered personally or by courier or telecopied, or, if mailed, three (3) business days after the date of mailing to the following respective address or telecopy number, or to such other address or addresses as such person may subsequently designate by written notice given hereunder:

if to Esperion, to:
Roger Newton, Ph.D., President and Chief Executive Officer
Esperion Therapeutics, Inc.
3621 South State Street
695 KMS Place
Ann Arbor, Michigan 48108
Facsimile: 734-622-8333

if to Scheer & Company, Inc., to:
Scheer & Company, Inc.
250 W. Main
Branford, CT 06405
Facsimile: 203-481-4164

if to Mr. Scheer, to:
David I. Scheer
c/o Scheer & Company, Inc.
250 W. Main
Branford, CT 06405
Facsimile: 203-481-4164

8. Entire Agreement. This Agreement constitutes the entire agreement, and supersedes all prior agreements, arrangements and understandings, both express and implied, among the parties, with respect to the subject matter hereof, including, but not limited to, any express or implied agreements pertaining to advisory relationships, a Transaction Fee or transactions involving Esperion, notwithstanding any language to the contrary in any such agreements, arrangements or understandings, except (1) each of the stock option agreements by and between Esperion and Mr. Scheer relating to Esperion’s equity option grants to Mr. Scheer, except to the extent such award agreements shall be modified pursuant to Section 3 of this Agreement and (2) the Confidential Disclosure Agreement dated May 2, 2001 between Scheer & Company, Inc. and Esperion. This Agreement may only be amended, modified or supplemented by a written agreement signed by all parties hereto.

9. Severability. If any term or other provision of the Agreement is invalid, illegal or unenforceable, all other provisions of this Agreement shall remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party.

10. Waiver. No waiver by any party to this Agreement of any breach or default shall be effective unless the same shall be in writing and signed. No waiver by any party of any breach or default of any term or provisions of this Agreement shall be construed to constitute a waiver of, or consent to, the present or future breach or default of that or any other term or provision hereof.

11. Successors and Assigns. This Agreement shall be binding upon the successors and assigns of the parties hereto.

12. Costs of Enforcement. In the event it becomes necessary for a party to take legal action to enforce its rights under this Agreement, the party prevailing in such action shall be entitled to an award including the costs and expenses (including reasonable attorneys’ fees) incurred in connection with such action.

IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by or on behalf of each of the parties hereto as of the date first above written.

I, Roger S. Newton, Chief Executive Officer of Esperion Therapeutics, Inc., certify that:

1. I have reviewed this quarterly report on Form 10-Q/A of Esperion Therapeutics, Inc.;

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15 (e) and 15d-15 (e)) for the registrant and have:

	a)		designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

	b)		evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this quarterly report based upon such evaluation; and

	c)		disclosed in this quarterly report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

4. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

	a)		all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

	b)		any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.




/s/ Roger S. Newton Roger S. Newton, Chief Executive Officer

I, Timothy M. Mayleben, Chief Financial Officer of Esperion Therapeutics, Inc., certify that:

1. I have reviewed this quarterly report on Form 10-Q/A of Esperion Therapeutics, Inc.;

	a)		designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

	b)		evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this quarterly report based upon such evaluation; and

	c)		disclosed in this quarterly report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

	a)		all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

	b)		any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.




/s/ Timothy M. Mayleben Timothy M. Mayleben, Chief Financial Officer


SIGNATURES
INDEX TO EXHIBITS
Advisory Services Agreement
Certification
Certification


Number		Exhibit

10.55**		Advisory Services Agreement among Scheer & Company, Inc., David I. Scheer and Esperion Therapeutics, Inc. dated as of April 28, 2003.†

10.56+		Employment arrangement between Adeoye Y. Olukotun and Esperion Therapeutics, Inc. dated June 4, 2003.

10.57+		Amendment No. 1 to Esperion Therapeutics, Inc. 2000 Equity Compensation Plan (Amended and Restated Effective April 18, 2002).

10.58+		Office Lease between State 94 Properties, L.L.C. and Esperion Therapeutics, Inc. dated as of June 28, 2003.

31.1+		Certification pursuant to Rules 13a-14 (a) or 15d-14 (a) promulgated under the Securities Exchange Act of 1934, as amended.

31.2+		Certification pursuant to Rules 13a-14 (a) or 15d-14 (a) promulgated under the Securities Exchange Act of 1934, as amended.

31.3**		Certification pursuant to Rules 13a-14 (a) or 15d-14 (a) promulgated under the Securities Exchange Act of 1934, as amended.

31.4**		Certification pursuant to Rules 13a-14 (a) or 15d-14 (a) promulgated under the Securities Exchange Act of 1934, as amended.

32.1+		Certification pursuant to 18 U.S.C. Section 1350.

32.2+		Certification pursuant to 18 U.S.C. Section 1350.

†		Confidential treatment requested with respect to portions of the Agreement indicated with brackets and asterisks [* *]. A complete copy of this Agreement, including the redacted portions, has been separately filed with the Securities and Exchange Commission.

**		Filed herewith.

+		Previously filed.


		ESPERION THERAPEUTICS, INC., A Delaware Corporation

		By:		/s/ Roger S. Newton Roger S. Newton, Ph.D., its Pres. & CEO



		SCHEER & COMPANY, INC., A Connecticut Corporation


		By:		/s/ David I. Scheer David I. Scheer, its President



		DAVID I. SCHEER


		/s/ David I. Scheer David I. Scheer

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x Yes		o No


x Yes		o No