1
|
NAME OF REPORTING PERSON
BIOTECHNOLOGY VALUE FUND, L.P.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
WC
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
- 0 -
|
|
8
|
SHARED VOTING POWER
2,696,302
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
2,696,302
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,696,302
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.3%
|
||
14
|
TYPE OF REPORTING PERSON
PN
|
1
|
NAME OF REPORTING PERSON
BIOTECHNOLOGY VALUE FUND II, L.P.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
WC
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
- 0 -
|
|
8
|
SHARED VOTING POWER
1,814,900
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
1,814,900
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,814,900
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.2%
|
||
14
|
TYPE OF REPORTING PERSON
PN
|
1
|
NAME OF REPORTING PERSON
BVF INVESTMENTS, L.L.C.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
WC
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
- 0 -
|
|
8
|
SHARED VOTING POWER
6,982,615
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
6,982,615
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,982,615
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.5%
|
||
14
|
TYPE OF REPORTING PERSON
OO
|
1
|
NAME OF REPORTING PERSON
INVESTMENT 10, L.L.C.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
WC
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
ILLINOIS
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
- 0 -
|
|
8
|
SHARED VOTING POWER
800,675
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
800,675
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
800,675
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%
|
||
14
|
TYPE OF REPORTING PERSON
OO
|
1
|
NAME OF REPORTING PERSON
BVF X LLC
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
WC
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
- 0 -
|
|
8
|
SHARED VOTING POWER
10,000
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
10,000
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,000
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%
|
||
14
|
TYPE OF REPORTING PERSON
OO
|
1
|
NAME OF REPORTING PERSON
BVF PARTNERS L.P.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
AF
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
- 0 -
|
|
8
|
SHARED VOTING POWER
12,304,492
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
12,304,492
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,304,492
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.98%
|
||
14
|
TYPE OF REPORTING PERSON
PN, IA
|
1
|
NAME OF REPORTING PERSON
BVF INC.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
AF
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
- 0 -
|
|
8
|
SHARED VOTING POWER
12,304,492
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
12,304,492
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,304,492
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.98%
|
||
14
|
TYPE OF REPORTING PERSON
CO
|
1
|
NAME OF REPORTING PERSON
MARK N. LAMPERT
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
AF
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
- 0 -
|
|
8
|
SHARED VOTING POWER
12,304,492
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
12,304,492
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,304,492
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.98%
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
Item 2.
|
Identity and Background.
|
Item 3.
|
Source and Amount of Funds or Other Consideration.
|
Item 4.
|
Purpose of Transaction
|
Item 5.
|
Interest in Securities of the Issuer.
|
Item 6.
|
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
|
Item 7.
|
Material to be Filed as Exhibits.
|
|
99.1
|
Notice of Intention to Object to Proposed Settlement, dated May 2, 2011.
|
|
99.2
|
Joint Filing Agreement by and among Biotechnology Value Fund, L.P., Biotechnology Value Fund II, L.P., BVF Investments, L.L.C., Investment 10, L.L.C., BVF X LLC, BVF Partners L.P., BVF Inc. and Mark N. Lampert, dated May 4, 2011.
|
BIOTECHNOLOGY VALUE FUND, L.P.
|
INVESTMENT 10, L.L.C.
|
|||
By:
|
BVF Partners L.P., its general partner
|
By:
|
BVF Partners L.P., its investment manager
|
|
By:
|
BVF Inc., its general partner
|
By:
|
BVF Inc., its general partner
|
|
By:
|
/s/ Mark N. Lampert |
By:
|
/s/ Mark N. Lampert | |
Mark N. Lampert
|
Mark N. Lampert
|
|||
President
|
President
|
BIOTECHNOLOGY VALUE FUND II, L.P.
|
BVF X LLC
|
|||
By:
|
BVF Partners L.P., its general partner
|
By:
|
Biotechnology Value Fund, L.P., member
|
|
By:
|
BVF Inc., its general partner
|
By:
|
BVF Partners L.P., its general partner
|
|
By:
|
/s/ Mark N. Lampert |
By:
|
BVF Inc., its general partner
|
|
Mark N. Lampert
|
||||
President
|
By:
|
/s/ Mark N. Lampert | ||
Mark N. Lampert
|
||||
President
|
BVF INVESTMENTS, L.L.C.
|
BVF PARTNERS L.P.
|
|||
By:
|
BVF Partners L.P., its manager
|
By:
|
BVF Inc., its general partner
|
|
By:
|
BVF Inc., its general partner
|
By:
|
/s/ Mark N. Lampert | |
Mark N. Lampert
|
||||
By:
|
/s/ Mark N. Lampert |
President
|
||
Mark N. Lampert
|
||||
President
|
BVF INC.
|
|||
/s/ Mark N. Lampert |
By:
|
/s/ Mark N. Lampert | |
MARK N. LAMPERT
|
Mark N. Lampert
|
||
President
|
NEW ORLEANS EMPLOYEES’
|
)
|
|
RETIREMENT SYSTEM, on behalf of
|
)
|
|
itself and all other similarly situated
|
)
|
|
shareholders of Celera Corporation,
|
)
|
|
)
|
||
Plaintiff,
|
)
|
|
)
|
||
v.
|
)
|
C.A. No. 6304-VCP
|
)
|
||
RICHARD H. AYERS, JEAN-LUC
|
)
|
|
BELINGARD, WILLIAM G. GREEN,
|
)
|
|
PETER BARTON HUTT, GAIL K.
|
)
|
|
NAUGHTON, KATHY ORDONEZ,
|
)
|
|
WAYNE I. ROE, BENNETT M. SHAPIRO,
|
)
|
|
CELERA CORPORATION, QUEST
|
)
|
|
DIAGNOSTICS INCORPORATED, AND
|
)
|
|
SPARK ACQUISITION CORPORATION,
|
)
|
|
)
|
||
Defendants.
|
)
|
YOUNG CONAWAY STARGATT
& TAYLOR, LLP
|
|
/s/ Bruce L. Silverstein
|
|
Bruce L. Silverstein (No. 2495)
Martin S. Lessner (No. 3109)
Richard J. Thomas (No. 5073)
The Brandywine Building
1000 West Street, 17th Floor
P.O. Box 391
Wilmington, DE 19899-0391
(302) 571-6600
Attorneys for BVF Partners L.P.
|
BIOTECHNOLOGY VALUE FUND, L.P.
|
INVESTMENT 10, L.L.C.
|
|||
By:
|
BVF Partners L.P., its general partner
|
By:
|
BVF Partners L.P., its investment manager
|
|
By:
|
BVF Inc., its general partner
|
By:
|
BVF Inc., its general partner
|
|
By:
|
/s/ Mark N. Lampert |
By:
|
/s/ Mark N. Lampert | |
Mark N. Lampert
|
Mark N. Lampert
|
|||
President
|
President
|
BIOTECHNOLOGY VALUE FUND II, L.P.
|
BVF X LLC
|
|||
By:
|
BVF Partners L.P., its general partner
|
By:
|
Biotechnology Value Fund, L.P., member
|
|
By:
|
BVF Inc., its general partner
|
By:
|
BVF Partners L.P., its general partner
|
|
By:
|
/s/ Mark N. Lampert |
By:
|
BVF Inc., its general partner
|
|
Mark N. Lampert
|
||||
President
|
By:
|
/s/ Mark N. Lampert | ||
Mark N. Lampert
|
||||
President
|
BVF INVESTMENTS, L.L.C.
|
BVF PARTNERS L.P.
|
|||
By:
|
BVF Partners L.P., its manager
|
By:
|
BVF Inc., its general partner
|
|
By:
|
BVF Inc., its general partner
|
By:
|
/s/ Mark N. Lampert | |
Mark N. Lampert
|
||||
By:
|
/s/ Mark N. Lampert |
President
|
||
Mark N. Lampert
|
||||
President
|
BVF INC.
|
|||
/s/ Mark N. Lampert |
By:
|
/s/ Mark N. Lampert | |
MARK N. LAMPERT
|
Mark N. Lampert
|
||
President
|