POA

-----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, WwHYmzS+zXbrebZb1rxfk337dmlEAZ1bWeLHvKHEE4NgDc88XAVvNsCdO3rpW1Za HUJqcDJKqAkBQSOL49HWZw== 0000908737-04-000780.txt : 20041015 0000908737-04-000780.hdr.sgml : 20041015 20041015162710 ACCESSION NUMBER: 0000908737-04-000780 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041013 FILED AS OF DATE: 20041015 DATE AS OF CHANGE: 20041015 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ADVANCED MAGNETICS INC CENTRAL INDEX KEY: 0000792977 STANDARD INDUSTRIAL CLASSIFICATION: IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES [2835] IRS NUMBER: 042742593 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 BUSINESS ADDRESS: STREET 1: 61 MOONEY ST CITY: CAMBRIDGE STATE: MA ZIP: 02138 BUSINESS PHONE: 6174972070 MAIL ADDRESS: STREET 1: 61 MOONEY ST CITY: CAMBRIDGE STATE: MA ZIP: 02138 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ROBERTS EDWARD B CENTRAL INDEX KEY: 0001118928 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-14732 FILM NUMBER: 041081343 BUSINESS ADDRESS: STREET 1: 7 JIANGGUOMEN NEI AVE #519 TOWER 2 STREET 2: BRIGHT CHINA CHANG AN BLD BEIJING 100005 CITY: PEOPLES REP OF CHINA STATE: F5 ZIP: 00000 BUSINESS PHONE: (617)374-9600X6339 MAIL ADDRESS: STREET 1: C/O PEGASYSTEMS INC. STREET 2: 101 MAIN STREET CITY: CAMBRIDGE STATE: MA ZIP: 02142 4 1 form4roberts_oct2004ex.xml X0202 4 2004-10-13 0 0000792977 ADVANCED MAGNETICS INC AVM 0001118928 ROBERTS EDWARD B C/O ADVANCED MAGNETICS, INC. 61 MOONEY STREET CAMBRIDGE MA 02138 1 0 0 0 Common Stock 2004-10-13 4 M 0 10000 3.50 A 40000 I By trust Common Stock 2004-10-13 4 M 0 10000 3.05 A 50000 I By trust Common Stock 2004-10-13 4 M 0 5000 3.20 A 55000 I By trust Common Stock 2004-10-13 4 M 0 2500 3.85 A 57500 I By trust Common Stock 2004-10-13 4 M 0 5000 5.14 A 62500 I By trust Common Stock 2004-10-13 4 M 0 1700 9.40 A 64200 I By trust Stock Option (right to buy) 3.50 2004-10-13 4 M 0 10000 0 D 1999-11-10 2009-11-10 Common Stock 10000 0 D Stock Option (right to buy) 3.05 2004-10-13 4 M 0 10000 0 D 2002-05-01 2011-05-01 Common Stock 10000 0 D Stock Option (right to buy) 3.20 2004-10-13 4 M 0 5000 0 D 2011-11-14 Common Stock 5000 5000 D Stock Option (right to buy) 3.85 2004-10-13 4 M 0 2500 0 D 2012-05-02 Common Stock 2500 2500 D Stock Option (right to buy) 5.14 2004-10-13 4 M 0 5000 0 D 2002-11-21 2012-11-21 Common Stock 5000 0 D Stock Option (right to buy) 9.4 2004-10-13 4 M 0 1700 0 D 2003-11-04 2013-11-04 Common Stock 1700 6300 D The shares of common stock acquired upon exercise of options were transferred without consideration to Edward B. Roberts 2004 Qualified Annuity Interest Trust (the "Trust"), in which the reporting person and his spouse are the sole trustees, immediately following their exercise. The reporting person was granted options to acquire 10,000 shares that vest in four equal installments on November 14, 2002, 2003, 2004 and 2005. The options exercised were fully vested. The reporting person was granted options to acquire 5,000 shares that vest in four equal installments on May 2, 2003, 2004, 2005 and 2006. The options exercised were fully vested. This amount of shares of common stock of the issuer includes an additional 30,000 shares of common stock of the issuer, held in the Trust, in which the reporting person and his spouse are the sole trustees, pursuant to the following transactions: (i) On October 13, 2004, 22,000 shares of common stock of the issuer were transferred without consideration to the Trust from the Edward B. Roberts Trust 2003, in which the reporting person and his spouse are the sole trustees; and (ii) On December 23, 2003, 8,000 shares of common stock of the issuer were transferred without consideration from the direct beneficial ownership of the reporting person to the Edward B. Roberts Trust 2003 and on October 12, 2004, such shares of common stock of the issuer were transferred without consideration to the Trust. In addition to these shares of common stock of the issuer beneficially owned by the reporting person, 21,931 shares of common stock of the issuer were beneficially owned by Nancy H. Roberts Trust 2003, in which the reporting person and his spouse are the sole trustees. Such shares were transferred without consideration on October 13, 2004 to the Nancy H. Roberts 2004 Qualified Annuity Interest Trust, in which the reporting person and his spouse are the sole trustees. /s/ Rachel Konforty, Attorney-in-Fact 2004-10-15 EX-24 2 poa.htm POA

EXHIBIT 24

POWER OF ATTORNEY
For Executing Forms 3, 4 and 5

Know all by these presents, that the undersigned hereby constitutes and appoints each of Michael Avallone and Rachel Konforty, signing singly, his or her true and lawful attorney-in-fact to:

(1)

execute for and on behalf of the undersigned, in the undersigned’s capacity as an officer and/or director of Advanced Magnetics, Inc. (the “Company”), Forms 3, 4 and 5 (including any amendments thereto) in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended and the rules thereunder;

(2)

do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete the execution of any such Forms 3, 4 and 5 and the timely filing of such forms with the United States Securities and Exchange Commission and any other authority; and

(3)

take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in his or her discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary and proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or his or her substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Securities Exchange Act of 1934, as amended.

This Power of Attorney replaces in their entirety any and all prior powers of attorney executed by the undersigned with respect to the subject matters set forth herein, including any powers of attorney previously filed with the Securities and Exchange Commission. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 3rd day of August, 2004.

Signed: /s/ Edward B. Roberts

Please print: Edward B. Roberts

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