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* PERSEUS SOROS BIOPHARMACEUTICAL FUND LP (Last) (First) (Middle) 888 SEVENTH AVE 29TH FLOOR (Street) NEW YORK NY 10106 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 04/28/2004	3. Issuer Name and Ticker or Trading Symbol BARRIER THERAPEUTICS INC [ BTRX ]
		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)

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
Series B Convertible Preferred Stock	(1)	(1)	Common Stock	4,666,667	$0(1)	D(2)(3)
Series C Convertible Preferred Stock	(1)	(1)	Common Stock	842,810	$0(1)	D(2)(3)

1. Name and Address of Reporting Person* PERSEUS SOROS BIOPHARMACEUTICAL FUND LP (Last) (First) (Middle) 888 SEVENTH AVE 29TH FLOOR (Street) NEW YORK NY 10106 (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* PERSEUS SOROS PARTNERS LLC (Last) (First) (Middle) 2099 PENNSYLVANIA AVENUE SUITE 900 (Street) WASHINGTON DC 20006-1813 (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* PERSEUS BIOTECH FUND PARTNERS LLC (Last) (First) (Middle) 2099 PENNSYLVANIA AVENUE SUITE 900 (Street) WASHINGTON DC 20006-1813 (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* PERSEUS EC LLC (Last) (First) (Middle) 2099 PENNSYLVANIA AVE NW SUITE 900 (Street) WASHINGTON DC 20006-1813 (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* PERSEUSPUR LLC (Last) (First) (Middle) 2099 PENNSYLVANIA AVE NW SUITE 900 (Street) WASHINGTON DC 20006-1813 (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* PEARL FRANK H (Last) (First) (Middle) 2099 PENNSYLVANIA AVENUE NW SUITE 900 (Street) WASHINGTON DC 20006-1813 (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* SFM PARTICIPATION LP (Last) (First) (Middle) 2099 PENNSYLVANIA AVENUE SUITE 900 (Street) WASHINGTON DC 20006-1813 (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* SOROS GEORGE (Last) (First) (Middle) 888 SEVENTH AVENUE 33RD FLOOR (Street) NEW YORK NY 10106 (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* SFM AH LLC (Last) (First) (Middle) C/O SOROS FUND MANAGEMENT LLC 888 SEVENTH AVENUE 33RD FLOOR (Street) NEW YORK NY 10106 (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* SOROS FUND MANAGEMENT LLC (Last) (First) (Middle) 888 SEVENTH AVENUE 33RD FLOOR (Street) NEW YORK NY 10106 (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. All of the outstanding shares of the Issuer's Series B Convertible Preferred Stock and Series C Convertible Preferred Stock will convert automatically on a 2 for 1 basis into Common Stock prior to the Issuer's initial public offering.

2. All of the securities reported herein are held for the account of Perseus-Soros BioPharmaceutical Fund, L.P.("Perseus-Soros"). Perseus-Soros Partners, LLC, a Delaware limited liability company ("Perseus-Soros Partners"), is the general partner of Perseus-Soros. Perseus BioTech Fund Partners, LLC, a Delaware limited liability company ("Perseus Partners"), and SFM Participation, L.P., a Delaware limited partnership ("SFM Participation"), are the managing members of Perseus-Soros Partners. Perseus EC, L.L.C., a Delaware limited liability company ("Perseus EC"), is the managing member of Perseus Partners. Perseuspur, LLC, a Delaware limited liability company ("Perseuspur"), is a member of Perseus EC. Mr. Frank H. Pearl ("Mr. Pearl") is the sole member of Perseuspur.

3. SFM AH LLC, a Delaware limited liability company ("SFM AH"), is the general partner of SFM Participation. The sole managing member of SFM AH is Soros Fund Management LLC, a Delaware limited liability company ("SFM LLC"). Mr. George Soros serves as Chairman of SFM LLC.

Remarks:

(4) Mr. Brown is signing in his capacity as Ass't General Counsel of Soros Fund Management LLC, as Managing Member of SFM AH LLC, as General Partner of SFM Participation,L.P., as Managing Member of Perseus-Soros Partners, LLC, as General Partner of Perseus-Soros Biopharmaceutical Fund, L.P. (5) Mr. Brown is signing in his capacity as Ass't General Counsel of Soros Fund Management LLC, as Managing Member of SFM AH LLC, as General Partner of SFM Participation,L.P., as Managing Member of Perseus-Soros Partners,LLC. (6) Mr. Brown is signing in his capacity as Ass't General Counsel of Soros Fund Management LLC, as Managing Member of SFM AH LLC, as General Partner of SFM Participation,L.P. (7) Mr. Brown is signing in his capacity as Ass't General Counsel of Soros Fund Management LLC, as Managing Member of SFM AH LLC.

	/s/ John F. Brown, Perseus-Soros BioPharmaceutical Fund, L.P. (4)	04/28/2004
	/s/ John F. Brown, Perseus-Soros Partners, LLC (5)	04/28/2004
	/s/ Rodd Macklin, Secretary and Treasurer, Perseus Biotech Fund Partners, LLC	04/28/2004
	/s/ Rodd Macklin, Secretary and Treasurer, Perseus EC, L.L.C.	04/28/2004
	/s/ Rodd Macklin, Secretary and Treasurer, Perseuspur, LLC	04/28/2004
	/s/ Rodd Macklin, Attorney-in-Fact, Mr. Frank H. Pearl	04/28/2004
	/s/ John F. Brown, SFM Participation, L.P. (6)	04/28/2004
	/s/ John F. Brown, SFM AH LLC (7)	04/28/2004
	/s/ John F. Brown, Attorney-in-Fact, Mr. George Soros	04/28/2004
	/s/ John F. Brown, Assistant General Counsel, Soros Fund Management LLC	04/28/2004
	** Signature of Reporting Person	Date
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* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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