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 30TH FL (Street) NEW YORK NY 10106 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 09/14/2006	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)
Common Stock, par value $.0001 per share	3,324,734	D(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

1. Name and Address of Reporting Person* PERSEUS SOROS BIOPHARMACEUTICAL FUND LP (Last) (First) (Middle) 888 SEVENTH AVE 30TH FL (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) 888 SEVENTH AVE 30TH FL (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)

1. Name and Address of Reporting Person* PERSEUS BIOTECH FUND PARTNERS LLC (Last) (First) (Middle) 2099 PENNSYLVANIA AVE NW STE 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) C/O SOROS FUND MANAGEMENT LLC 888 SEVENTH AVENUE, 31ST 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) 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* PERSEUSPUR LLC (Last) (First) (Middle) 2099 PENNSYLVANIA AVE NW STE 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 20003 (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 AVE 33RD FLR (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 securities reported herein are held for the account of Perseus-Soros BioPharmaceutical Fund, LP ("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. Perseuspur, LLC, a Delaware limited liability company ("Perseuspur") is the managing member of Perseus Partners.

2. Mr. Frank H. Pearl is the sole member of Perseuspur and in such capacity may be deemed a beneficial owner of securities held for the account of Perseus-Soros. SFM AH, LLC, a Delaware limited liability company ("SFM AH"), is the general partner of SFM Participation. Soros Fund Management LLC, a Delaware limited liability company ("SFM LLC") is the sole managing member of SFM AH. Mr. George Soros is the Chairman of SFM LLC and in such capacity may be deemed a beneficial owner of securities held for the account of Persus-Soros.

Remarks:

(3) Ms. Anzalotta is signing in her capacity as Assistant General Counsel of SFM LLC, as Managing Member of SFM AH LLC, as General Partner of SFM Participation, as Managing Member of Perseus Soros Partners, as General Partner of Perseus-Soros. (4) Ms. Anzalotta is signing in her capacity as Assistant General Counsel of SFM LLC, as Managing Member of SFM AH LLC, as General Partner of SFM Participation, as Managing Member of Perseus-Soros Partners. (5) Mr. Macklin is signing in his capacity as Secretary and Treasurer of Perseuspur, as Managing Member of Perseus Partners. (6) Ms. Anzalotta is signing in her capacity as Assistant General Counsel of SFM LLC, as Managing Member of SFM AH LLC, as General Partner of SFM Participation. (7) Ms. Anzalotta is signing in her capacity as Assistant General Counsel of SFM LLC, as Managing Member of SFM AH LLC. (8) Mr. Macklin is signing in his capacity as Attorney-in-Fact for Mr. Pearl. (9) Ms. Anzalotta is signing in her capacity as Assistant General Counsel of SFM LLC. (10) Ms. Anzalotta is signing in her capacity as Attorney-in-Fact for Mr. Soros. (11) Mr. Macklin is signing is his capacity as Secretary and Treasurer of Perseuspur, L.L.C. See Exhibit 99.1

	/s/ Jodye Anzalotta, Assistant General Counsel (3)	09/22/2006
	/s/ Jodye Anzalotta, Assistant General Counsel (4)	09/22/2006
	/s/ Rodd Macklin, Secretary and Treasurer (5)	09/22/2006
	/s/ Jodye Anzalotta, Assistant General Counsel (6)	09/22/2006
	/s/ Jodye Anzalotta, Assistant General Counsel (7)	09/22/2006
	/s/ Rodd Macklin, Attorney-in-Fact (8)	09/22/2006
	/s/ Jodye Anzalotta, Assistant General Counsel (9)	09/22/2006
	/s/ Jodye Anzalotta, Attorney-in-Fact (10)	09/22/2006
	/s/ Rodd Macklin, Secretary and Treasurer (11)	09/22/2006
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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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