SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* PAUL ROYALTY FUND II L P (Last) (First) (Middle) C/O PAUL CAPITAL PARTNERS 50 CALIFORNIA STREET, SUITE 3000 (Street) SAN FRANCISCO CA 94111 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 08/18/2006	3. Issuer Name and Ticker or Trading Symbol OSCIENT PHARMACEUTICALS CORP [ OSCI ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, $0.10 par value	11,111,111	I	See Footnotes(1)(2)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Common Stock Warrants	08/18/2006	08/17/2013	Common Stock	2,304,147	$0.86	I	See Foonotes(1)(2)

1. Name and Address of Reporting Person* PAUL ROYALTY FUND II L P (Last) (First) (Middle) C/O PAUL CAPITAL PARTNERS 50 CALIFORNIA STREET, SUITE 3000 (Street) SAN FRANCISCO CA 94111 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Paul Royalty Fund Holdings II (Last) (First) (Middle) C/O PAUL CAPITAL PARTNERS 50 CALIFORNIA STREET, SUITE 3000 (Street) SAN FRANCISCO CA 94111 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Paul Royalty Associates II, LP (Last) (First) (Middle) C/O PAUL CAPITAL PARTNERS 50 CALIFORNIA STREET, SUITE 3000 (Street) SAN FRANCISCO CA 94111 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Paul Royalty Management, LLC (Last) (First) (Middle) C/O PAUL CAPITAL PARTNERS 50 CALIFORNIA STREET, SUITE 3000 (Street) SAN FRANCISCO CA 94111 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Paul Capital Advisors, LLC (Last) (First) (Middle) C/O PAUL CAPITAL PARTNERS 50 CALIFORNIA STREET, SUITE 3000 (Street) SAN FRANCISCO CA 94111 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. This report is filed jointly by Paul Royalty Fund Holdings II ("PRFH"), Paul Royalty Fund II, LP ("PRF"), Paul Royalty Associates II, LP ("PRA"), Paul Royalty Management, LLC ("PRM"), Paul Capital Advisors, LLC ("PCA"). PRFH directly owns 11,111,111 shares of Common Stock. "). PRF and PRA may be deemed to indirectly own 11,111,111 shares of common stock held by PRFH because PRF and PRA are the general partners of PRFH. PRM may be deemed to indirectly own the shares because PRM is the general partner of PRF and PRA. As manager of PRA, PCA exercises voting and dispositive power over investments held by PRA.

2. PRFH is the record owner of warrants, exercisable for 2,304,147 shares of Common Stock. PRF and PRA may be deemed to own the warrants, exercisable for 2,304,147 shares of Common Stock, held by PRFH because PRF and PRA are the general partners of PRFH. PRM may be deemed to own the warrants because PRM is the general partner of PRF and PRA. As manager of PRA, PCA exercises voting and dispositive power over investments held by PRA.

Remarks:

Gregory B. Brown, MD is a member of PCA, and he serves on the Board of Managers of PCA. Additionally, Dr. Brown has been elected to the Board of Directors of Oscient Pharmaceuticals Corporation pursuant to that certain Common Stock Purchase and Warrant Agreement, dated July 21, 2006, by and between Oscient Pharmaceuticals Corporation and PRFH. Dr. Brown files his own Section 16 reports.

	PAUL ROYALTY FUND HOLDINGS II By: Paul Royalty Fund II, LP, its Managing Partner By: Paul Royalty Management, LLC, its General Partner By: Paul Capital Advisors, LLC, its Manager, By: /s/ Gregory B. Brown, MD	08/28/2006
	PAUL ROYALTY FUND II, LP, By: Paul Royalty Management, LLC, its General Partner By: Paul Capital Advisors, LLC, its Manager, By: /s/ Gregory B. Brown, MD	08/28/2006
	PAUL ROYALTY ASSOCIATES, LP By: Paul Royalty Management, LLC, its General Partner, By: Paul Capital Advisors, By: /s/ Gregory B. Brown, MD	08/28/2006
	PAUL CAPITAL ROYALTY MANAGEMENT, LLC, By: Paul Capital Advisors, LLC, its Manager, By: /s/ Gregory B. Brown, MD	08/28/2006
	PAUL CAPITAL ADVISORS, LLC, By: /s/ Gregory B. Brown, MD	08/28/2006
	** Signature of Reporting Person	Date
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