Some of the statements in this prospectus and the documents
incorporated by reference are forward-looking statements. These
statements are based on our current expectations, assumptions,
estimates and projections about our business and our industry,
and involve known and unknown risks, uncertainties and other
factors that may cause our industry’s results, levels of
activity, performance or achievement to be materially different
from any future results, performance or achievements expressed
or implied in or contemplated by the forward-looking statements.
Words such as “believe,” “anticipate,”
“expect,” “intend,” “plan,”
“will,” “may,” “should,”
“estimate,” “predict,”
“potential,” “continue,” or the negative of
such terms or other similar expressions, identify
forward-looking statements. In addition, any statements that
refer to expectations, projections or other characterizations of
future events or circumstances are forward-looking statements.
Our actual results could differ materially from those
anticipated in such forward-looking statements as a result of
several factors more fully described under the caption
“Risk Factors” above and in the documents incorporated
by reference. The forward-looking statements made in this
prospectus relate only to events as of the date on which the
statements are made. We do not undertake any obligation to
update forward-looking statements. The risks contained in this
prospectus, among other things, should be considered in
evaluating our prospects and future financial performance.
USE OF
PROCEEDS
We will not receive any of the proceeds from the sale of the
shares by the selling stockholders. All proceeds from the sale
of the shares will be for the accounts of the selling
stockholders.
A portion of the shares covered by this prospectus are issuable
upon exercise of warrants to purchase our common stock. Upon any
exercise for cash of the warrants, the selling stockholders will
pay us the exercise price of the warrants. The cash exercise
price of the warrants is $7.50 per share of our common
stock. The warrants are also exercisable on a cashless basis
under certain circumstances. We will not receive any cash
payment from the selling stockholders upon any exercise of the
warrants on a cashless basis.
SELLING
STOCKHOLDERS
On November 18, 2005, we entered into securities purchase
agreements, or the Purchase Agreement, with the investors listed
therein, providing for the sale of up to an aggregate of
10,000,000 shares of our common stock at a price per share
of $6.50 and warrants to purchase up to 3,500,000 shares of
our common stock at an exercise price of $7.50 per share.
On November 23, 2005, we issued 3,851,840 shares of
our common stock and warrants to purchase up to
1,348,145 shares of common stock at an exercise price of
$7.50 per share to the investors. On January 19, 2006
we issued 6,148,160 shares of common stock and warrants to
purchase up to 2,151,855 shares of common stock at an
exercise price of $7.50 per share to the investors. The
warrants are exercisable 180 days from the date of issuance
and expire 5 years from the date of issuance.
The shares being offered hereunder include the
3,500,000 shares of our common stock issuable upon the
exercise of the warrants issued pursuant to the Purchase
Agreement.
The following table presents information regarding the selling
stockholders and the shares that they may offer and sell from
time to time under this prospectus.
This table is prepared based on information supplied to us by
the listed selling stockholders, and reflects holdings as of
January 20, 2006. The term “selling stockholders”
includes the stockholders listed below and their transferees,
pledgees, donees or other successors. The number of shares in
the column “Number of Shares Being Offered”
represents all of the shares that a selling stockholder may
offer under this prospectus, and assumes the exercise of all the
warrants for common stock held by such selling stockholder. The
selling stockholders may sell some, all or none of their shares.
We do not know how long the selling stockholders will hold the
shares before selling them, and we currently have no agreements,
arrangements or understandings with the selling stockholders
regarding the sale of any of the shares. The shares offered by
this prospectus may be offered from time to time by the selling
stockholders.
Beneficial ownership is determined in accordance with
Rule 13d-3(d)
promulgated by the SEC under the Securities Exchange Act of
1934, as amended, and includes warrants held by the selling
stockholders that become exercisable greater than 60 days
from January 20, 2006. Unless otherwise noted, none of the
share amounts set forth below represents more than 1% of our
outstanding stock as of January 20, 2006, adjusted as
required by the rules promulgated by the SEC. The percentages of
shares beneficially owned prior to the offering are based on
36,300,335 shares of our common stock outstanding as of
January 20, 2006.
The number of shares being offered includes 307,700 shares
of common stock and 107,695 shares of common stock issuable
upon exercise of a warrant that was purchased in the second
closing of the private placement. Joe Anderson has voting and
investment control of the securities held by Abingworth
Bioequities Master Fund Limited and disclaims beneficial
ownership of such shares except to the extent of his pecuniary
interest therein. Abingworth Bioequities Master Fund Limited is
managed by Abingworth Management Ltd., which also manages
Abingworth Bioventures III A, B, C and Executives LP and is
investment advisor to Abingworth Bioventures II SICAV. Genghis
Lloyd-Harris, a director of Solexa, Inc., is an employee of
Abingworth Management Ltd.
(2)
OBP Management IV L.P. is the general partner for Oxford
Bioscience Partners IV L.P. and mRNA Fund II L.P.
Voting and investment power for the shares of record owned by
Oxford Bioscience Partners IV L.P. and mRNA Fund II
L.P. is shared by the general partners of OBP Management IV
L.P., including Jonathan
Fleming, Alan Walton, Jeffrey Barnes, Michael Lytton and Mark
Carthy, a former director of the Company. Douglas Fambrough, a
director of the Company, is affiliated with Oxford Bioscience
Partners IV, L.P. and mRNA Fund II L.P. and does not
possess voting and/or investment power of the shares held by
these entities. Oxford Bioscience Partners IV L.P. and mRNA
Fund II L.P. are affiliated with a member of the National
Association of Securities Dealers, Inc., or NASD, and they have
represented to us that the shares and warrants held by them were
purchased in the ordinary course of business and that at the
time of purchase of the shares and warrants held by them, they
were not aware of any agreements or understandings, directly or
indirectly, with any person to distribute the shares held by
them or the common stock issuable upon exercise of the warrants
held by them.
(3)
The number of shares being offered includes 304,636 shares
of common stock and 106,623 shares of common stock issuable
upon exercise of a warrant that was purchased in the second
closing of the private placement.
(4)
The number of shares being offered includes 3,057 shares of
common stock and 1,070 shares of common stock issuable upon
exercise of a warrant that was purchased in the second closing
of the private placement.
(5)
Amadeus II General Partner LP, a Scottish limited liability
partnership, is the general partner of Amadeus II A LP,
Amadeus II B LP, Amadeus II C LP, Amadeus II D
GmbH & Co KG and Amadeus II Affiliates
Fund LP. Amadeus General Partner Limited, the general
partner of Amadeus II General Partner LP, is a wholly-owned
subsidiary of Amadeus Capital Partners Ltd., or ACPL. By
contract, ACPL manages the affairs of Amadeus II A LP,
Amadeus II B LP, Amadeus II C LP, Amadeus II D
GmbH & Co KG and Amadeus II Affiliates
Fund LP. Anne Glover, Hermann Hauser, a director of the
Company, Richard Anton, Roy Merritt, Peter Wynn are directors of
ACPL and have voting and investment power of the shares held by
such entity and disclaim beneficial ownership of such shares
except to the extent of their pecuniary interest therein.
(6)
The number of shares being offered includes 173,077 shares
of common stock and 60,577 shares of common stock issuable
upon exercise of a warrant that was purchased in the second
closing of the private placement.
(7)
The number of shares being offered includes 115,385 shares
of common stock and 40,385 shares of common stock issuable
upon exercise of a warrant that was purchased in the second
closing of the private placement.
(8)
The number of shares being offered includes 80,769 shares
of common stock and 28,269 shares of common stock issuable
upon exercise of a warrant that was purchased in the second
closing of the private placement.
(9)
The number of shares being offered includes 3,846 shares of
common stock and 1,346 shares of common stock issuable upon
exercise of a warrant that was purchased in the second closing
of the private placement.
(10)
The number of shares being offered includes 11,538 shares
of common stock and 4,038 shares of common stock issuable
upon exercise of a warrant that was purchased in the second
closing of the private placement.
(11)
G. Mason Morfit, a director of the Company, is a non-managing
member of VA Partners, LLC, which is the general partner of
ValueAct Capital Master Fund, L.P. Mr. Morfit disclaims
beneficial ownership of the shares owned by ValueAct Capital
Master Fund, L.P. Jeffrey W. Ubben, George F. Hamel, Jr.
and Peter H. Kamin have voting and control of the securities
held by ValueAct Capital Master Fund, L.P. The number of shares
being offered includes 230,770 shares of common stock and
80,770 shares of common stock issuable upon exercise of a
warrant that was purchased in the second closing of the private
placement.
(12)
The number of shares being offered includes 199,999 shares
of common stock and 70,000 shares of common stock issuable
upon exercise of warrants purchased in the private placement.
(13)
The number of shares being offered includes 492,307 shares
of common stock and 172,308 shares of common stock issuable
upon exercise of warrants purchased in the private placement.
MGP Advisers Limited Partnership, or MGP, a Delaware limited
partnership, is the general partner of the Special Situations
Fund III, L.P. and Special Situations Fund III QP,
L.P., Delaware Limited Partnerships. AVM Investment Company,
Inc., or AVM, a Delaware corporation, is the general partner of
MGP and the general partner of and investment adviser to the
Cayman Fund. MG Advisers, L.L.C., or MG, a New York limited
liability company, is the general partner of and investment
adviser to the Special Situations Private Equity Fund, L.P. LS
Advisers, L.L.C., or LS, a New York limited liability company,
is the general partner of and investment adviser to the Special
Situations Life Sciences Fund, L.P. Austin W. Marxe and David M.
Greenhouse are the principal owners of MGP, AWM, LS and MG and
are principally responsible for the selection, acquisition and
disposition of the portfolios securities by the investment
advisers on behalf of their Fund.
The number of shares being offered includes 123,077 shares
of common stock and 43,077 shares of common stock issuable
upon exercise of warrants purchased in the private placement.
(15)
The number of shares being offered includes 76,923 shares
of common stock and 26,923 shares of common stock issuable
upon exercise of warrants purchased in the private placement.
(16)
The number of shares being offered includes 76,923 shares
of common stock and 26,923 shares of common stock issuable
upon exercise of warrants purchased in the private placement.
(17)
The number of shares being offered includes 187,600 shares
of common stock and 65,660 shares of common stock issuable
upon exercise of warrants purchased in the private placement.
(18)
The number of shares being offered includes 28,154 shares
of common stock and 9,854 shares of common stock issuable
upon exercise of warrants purchased in the private placement.
(19)
The number of shares being offered includes 15,015 shares
of common stock and 5,255 shares of common stock issuable
upon exercise of warrants purchased in the private placement.
(20)
The number of shares being offered includes 346,153 shares
of common stock and 121,154 shares of common stock issuable
upon exercise of warrants purchased in the private placement.
Capital Ventures International is affiliated with members of the
NASD and has represented to us that the shares and warrants held
by it were purchased in the ordinary course of business and that
at the time of purchase of the shares and warrants held by it,
it was not aware of any agreements or understandings, directly
or indirectly, with any person to distribute the shares held by
it or the common stock issuable upon exercise of the warrants
held by it.
(21)
The number of shares being offered includes 42,307 shares
of common stock and 14,807 shares of common stock issuable
upon exercise of warrants purchased in the private placement.
Mitch Levine is the managing partner of Enable Opportunity
Partners. Enable Opportunity Partners LP is affiliated with
members of the NASD and has represented to us that the shares
and warrants held by it were purchased in the ordinary course of
business and that at the time of purchase of the shares and
warrants held by it, it was not aware of any agreements or
understandings, directly or indirectly, with any person to
distribute the shares held by it or the common stock issuable
upon exercise of the warrants held by it.
(22)
The number of shares being offered includes 150,000 shares
of common stock and 52,500 shares of common stock issuable
upon exercise of warrants purchased in the private placement.
Mitch Levine is the managing partner of Enable Growth Partners.
Enable Growth Partners is affiliated with members of the NASD
and has represented to us that the shares and warrants held by
it were purchased in the ordinary course of business and that at
the time of purchase of the shares and warrants held by it, it
was not aware of any agreements or understandings, directly or
indirectly, with any person to distribute the shares held by it
or the common stock issuable upon exercise of the warrants held
by it.
(23)
The number of shares being offered includes 32,277 shares
of common stock and 11,297 shares of common stock issuable
upon exercise of warrants purchased in the private placement. J.
H. Cullum, managing general partner, Caren H. Prothro, general
partner, Nita P. Clark, general partner and Vincent H. Prothro
have voting and investment control of the securities held by
Prothro Family Limited Partnership, L.P.
(24)
The number of shares being offered includes 66,500 shares
of common stock and 23,275 shares of common stock issuable
upon exercise of warrants purchased in the private placement.
These shares are beneficially owned by Cimarron Biomedical
Equity Master Fund, L.P., formerly known as Cimarron Overseas
Equity Master Fund, L.P. Cimarron Biomedical Equity Master Fund,
L.P. is wholly-owned by Cimarron Biomedical Equity Fund, L.P.,
formerly known as Cimarron Overseas Equity Fund (QP), L.P.
Cimarron Biomedical Investors, L.P. is the general partner of
Cimarron Biomedical Equity Fund, L.P. Cimarron Global
Management, LLC is the general partner of Cimarron Biomedical
Investors, L.P. J.H. Cullum Clark is the sole principal of
Cimarron Global Management, LLC, and in such capacity has full
voting and investment control over the shares beneficially owned
by Cimarron Biomedical Equity Master Fund, L.P. Mr. Clark
expressly disclaims beneficial ownership of the shares
beneficially owned by Cimarron Biomedical Equity Master Fund,
L.P.
(25)
The number of shares being offered includes 153,846 shares
of common stock and 53,846 shares of common stock issuable
upon exercise of warrants purchased in the private placement.
Omicron Capital, L.P., a Delaware limited partnership, or
Omicron Capital, serves as investment manager to Omicron Master
Trust, a trust formed under the laws of Bermuda, or Omicron,
Omicron Capital, Inc., a Delaware corporation, or OCI,
serves as general partner of Omicron Capital, and Winchester
Global Trust Company Limited, or Winchester, serves as the
trustee of Omicron. By reason of such relationships, Omicron
Capital and OCI may be deemed to share dispositive power over
the shares of our common stock owned by Omicron, and Winchester
may be deemed to share voting and dispositive power over the
shares of our common stock owned by Omicron. Omicron Capital,
OCI and Winchester disclaim beneficial ownership of such shares
of our common stock. Omicron Capital has delegated authority
from the board of directors of Winchester regarding the
portfolio management decisions with respect to the shares of
common stock owned by Omicron and, as of January 20, 2006,
Mr. Olivier H. Morali and Mr. Bruce T. Bernstein,
officers of OCI, have delegated authority from the board of
directors of OCI regarding the portfolio management decisions of
Omicron Capital with respect to the shares of common stock owned
by Omicron. By reason of such delegated authority,
Messrs. Morali and Bernstein may be deemed to share
dispositive power over the shares of our common stock owned by
Omicron. Messrs. Morali and Bernstein disclaim beneficial
ownership of such shares of our common stock and neither of such
persons has any legal right to maintain such delegated
authority. No other person has sole or shared voting or
dispositive power with respect to the shares of our common stock
being offered by Omicron, as those terms are used for purposes
under Regulation 13D-G of the Securities Exchange Act of 1934,
as amended. Omicron and Winchester are not
“affiliates” of one another, as that term is used for
purposes of the Securities Exchange Act of 1934, as amended, or
of any other person named in this prospectus as a selling
stockholder. No person or “group” (as that term is
used in Section 13(d) of the Securities Exchange Act of
1934, as amended, or the SEC’s
Regulation 13D-G)
controls Omicron and Winchester.
(26)
The number of shares being offered includes 200,000 shares
of common stock and 69,999 shares of common stock issuable
upon exercise of warrants purchased in the private placement.
UBS O’Connor LLC is the investment manager of O’Connor
PIPE Corporate Strategies Master Limited. As investment manager,
UBC O’Connor has voting and investment control of the
securities held by O’Connor PIPEs Corporate Strategies
Master Limited.
(27)
The number of shares being offered includes 115,385 shares
of common stock and 40,385 shares of common stock issuable
upon exercise of warrants purchased in the private placement.
Keith Goudman, a manger of the general partner of Nite Capital
LP, has voting and investment control of securities held by Nite
Capital LP.
(28)
The number of shares being offered includes 34,626 shares
of common stock and 12,119 shares of common stock issuable
upon exercise of warrants purchased in the private placement.
John Ziegelman is present of CD Capital Management, LLC and has
voting and investment control of securities held by EGI-NP
Investments, LLC.
(29)
The number of shares being offered includes 11,542 shares
of common stock and 4,040 shares of common stock issuable
upon exercise of warrants purchased in the private placement.
John Ziegelman is present of CD Capital Management, LLC and has
voting and investment control of securities held by The Jay
Pritzker Foundation.
(30)
The number of shares being offered includes 184,672 shares
of common stock and 64,635 shares of common stock issuable
upon exercise of warrants purchased in the private placement.
John Ziegelman is present of CD Capital Management, LLC and has
voting and investment control of securities held by CD
Investment Partners, Ltd.
(31)
The number of shares being offered includes 24,300 shares
of common stock and 8,505 shares of common stock issuable
upon exercise of warrants purchased in the private placement.
Topwater Investment Management LLC is the managing member of the
Topwater Exclusive Fund II LLC. Its principals are Travis
Taylor and Bryan Borgia. The Managing Member has granted to J.H.
Cullum Clark, as Manager and sole Principal for Cimarron Global
Management LLC, dba Cimarron Biomedical Investors, or
collectively, the Cimarron Group, limited power of
attorney/trading authority on specific assets of the Topwater
Exclusive Fund II LLC. Topwater Investment Management LLC
has granted to the Cimarron Group full voting control and
investment authority over the share beneficially owned by
Topwater Exclusive Fund II LLC. Mr. Clark expressly
disclaims beneficial ownership of the shares beneficially owned
by Topwater Exclusive Fund II LLC. Mr. Taylor and
Mr. Borgia expressly disclaim beneficial ownership of the
shares except to the extent of their pecuniary interest in the
Topwater Exclusive Fund II LLC.
The number of shares being offered includes 38,463 shares
of common stock and 13,462 shares of common stock issuable
upon exercise of warrants purchased in the private placement.
Nathan Fischel has both voting and investment control over the
securities held by D3 Life Science Ltd. and disclaims beneficial
ownership of such shares except to the extent of his pecuniary
interest therein.
(33)
The number of shares being offered includes 38,461 shares
of common stock and 13,461 shares of common stock issuable
upon exercise of warrants purchased in the private placement.
Nathan Fischel has both voting and investment control over the
securities held by D3 Life Science Select Ltd. and disclaims
beneficial ownership of such shares except to the extent of his
pecuniary interest therein.
(34)
The number of shares being offered includes 315,000 shares
of common stock and 110,250 shares of common stock issuable
upon exercise of warrants purchased in the private placement.
OrbiMed Capital LLC has both voting and investment rights over
the securities held by Caduceus Capital Master
Fund Limited. Samuel D. Isaly is managing member of OrbiMed
Capital LLC and disclaims beneficial ownership of such shares
except to the extent of his pecuniary interest therein.
(35)
The number of shares being offered includes 150,000 shares
of common stock and 52,500 shares of common stock issuable
upon exercise of warrants purchased in the private placement.
OrbiMed Capital LLC has both voting and investment rights over
the securities held by Caduceus Capital II, L.P. Samuel D.
Isaly is managing member of OrbiMed Capital LLC and disclaims
beneficial ownership of such shares except to the extent of his
pecuniary interest therein.
(36)
The number of shares being offered includes 227,000 shares
of common stock and 79,450 shares of common stock issuable
upon exercise of warrants purchased in the private placement.
OrbiMed Capital LLC has both voting and investment rights over
the securities held by UBS Eucalyptus Fund, LLC. Samuel D. Isaly
is managing member of OrbiMed Capital LLC and disclaims
beneficial ownership of such shares except to the extent of his
pecuniary interest therein.
(37)
The number of shares being offered includes 25,000 shares
of common stock and 8,750 shares of common stock issuable
upon exercise of warrants purchased in the private placement.
OrbiMed Capital LLC has both voting and investment rights over
the securities held by PW Eucalyptus Fund, Ltd. Samuel D. Isaly
is managing member of OrbiMed Capital LLC anddisclaims
beneficial ownership of such shares except to the extent of his
pecuniary interest therein.
(38)
The number of shares being offered includes 52,000 shares
of common stock and 18,200 shares of common stock issuable
upon exercise of warrants purchased in the private placement.
OrbiMed Capital LLC has both voting and investment rights over
the securities held by HFR SHC Aggressive Master Trust. Samuel
D. Isaly is managing member of OrbiMed Capital LLC and disclaims
beneficial ownership of such shares except to the extent of his
pecuniary interest therein.
(39)
The number of shares being offered includes 12,692 shares
of common stock and 4,442 shares of common stock issuable
upon exercise of warrants purchased in the private placement.
The Aries Master Fund II, L.P. is affiliated with members
of the NASD and has represented to us that the shares and
warrants held by it were purchased in the ordinary course of
business and that at the time of purchase of the shares and
warrants held by it, it was not aware of any agreements or
understandings, directly or indirectly, with any person to
distribute the shares held by it or the common stock issuable
upon exercise of the warrants held by it. Paramount BioCapital
Asset Management, Inc., or PBCAM is the investment manager of
the Aries Master Fund II, L.P. Lindsay A. Rosenwald is the
sole stockholder, Chairman, and CEO of PBCAM.
(40)
The number of shares being offered includes 21,923 shares
of common stock and 7,673 shares of common stock issuable
upon exercise of warrants purchased in the private placement.
The Aries Domestic Fund, L.P. is affiliated with members of the
NASD and has represented to us that the shares and warrants held
by it were purchased in the ordinary course of business and that
at the time of purchase of the shares and warrants held by it,
it was not aware of any agreements or understandings, directly
or indirectly, with any person to distribute the shares held by
it or the common stock issuable upon exercise of the warrants
held by it. Paramount BioCapital Asset Management, Inc., or
PBCAM is the investment manager of the Aries Domestic Fund, L.P.
Lindsay A. Rosenwald is the sole stockholder, Chairman, and CEO
of PBCAM.
(41)
The number of shares being offered includes 3,847 shares of
common stock and 1,346 shares of common stock issuable upon
exercise of warrants purchased in the private placement. The
Aries Domestic Fund II, L.P.
is affiliated with members of the NASD and has represented to us
that the shares and warrants held by it were purchased in the
ordinary course of business and that at the time of purchase of
the shares and warrants held by it, it was not aware of any
agreements or understandings, directly or indirectly, with any
person to distribute the shares held by it or the common stock
issuable upon exercise of the warrants held by it. PBCAM is the
investment manager of the Aries Domestic Fund II, L.P.
Lindsay A. Rosenwald is the sole stockholder, Chairman, and CEO
of PBCAM.
(42)
The number of shares being offered includes 38,462 shares
of common stock and 13,462 shares of common stock issuable
upon exercise of a warrant that was purchased in the second
closing of the private placement. RAQ, LLC is affiliated with
members of the NASD and has represented to us that the shares
and warrants held by it were purchased in the ordinary course of
business and that at the time of purchase of the shares and
warrants held by it, it was not aware of any agreements or
understandings, directly or indirectly, with any person to
distribute the shares held by it or the common stock issuable
upon exercise of the warrants held by it. Lindsay A. Rosenwald
is the managing member of RAQ, LLC.
(43)
The number of shares being offered includes 7,400 shares of
common stock and 2,590 shares of common stock issuable upon
exercise of warrants purchased in the private placement. Steeple
Capital LP has voting and investment control over the securities
owned by Steeple Capital Fund I, L.P. John J. Regan and
Jeremy Green are the partners of Steeple Capital LP and disclaim
beneficial ownership in the securities except to the extent of
their pecuniary interest therein.
(44)
The number of shares being offered includes 70,740 shares
of common stock and 24,759 shares of common stock issuable
upon exercise of warrants purchased in the private placement.
Steeple Capital LP has voting and investment control over the
securities owned by Steeple Capital Fund II, L.P. John J.
Regan and Jeremy Green are the partners of Steeple Capital LP
and disclaim beneficial ownership in the securities except to
the extent of their pecuniary interest therein.
(45)
The number of shares being offered includes 119,500 shares
of common stock and 41,825 shares of common stock issuable
upon exercise of warrants purchased in the private placement.
Steeple Capital LP has voting and investment control over the
securities owned by Steeple Capital Offshore Fund Ltd. John
J. Regan and Jeremy Green are the partners of Steeple Capital LP
and disclaim beneficial ownership in the securities except to
the extent of their pecuniary interest therein.
(46)
The number of shares being offered includes 33,200 shares
of common stock and 11,620 shares of common stock issuable
upon exercise of warrants purchased in the private placement.
Steeple Capital LP has voting and investment control over the
securities owned by Steeple Steeple Capital Offshore
Fund III, Ltd. John J. Regan and Jeremy Green are the
partners of Steeple Capital LP and disclaim beneficial ownership
in the securities except to the extent of their pecuniary
interest therein.
(47)
The number of shares being offered includes 538,462 shares
of common stock and 188,462 shares of common stock issuable
upon exercise of warrants purchased in the private placement.
Stephens Investment Management, LLC has voting and investment
control over the securities owned by Orphan Fund, L.P. Paul H.
Stephens, P. Bart Stephens and W. Brad Stephens are the managing
members of Stephens Investment Management, LLC.
(48)
The number of shares being offered includes 196,190 shares
of common stock and 68,667 shares of common stock issuable
upon exercise of warrants purchased in the private placement.
Stephens Investment Management, LLC has voting and investment
control over the securities owned by Nanocap Fund, L.P. Paul H.
Stephens, P. Bart Stephens and W. Brad Stephens are the managing
members of Stephens Investment Management, LLC.
(49)
The number of shares being offered includes 342,272 shares
of common stock and 119,794 shares of common stock issuable
upon exercise of warrants purchased in the private placement.
Stephens Investment Management, LLC has voting and investment
control over the securities owned by Nanocap Qualified Fund,
L.P. Paul H. Stephens, P. Bart Stephens and W. Brad Stephens are
the managing members of Stephens Investment Management, LLC.
(50)
The number of shares being offered includes 12,169 shares
of common stock and 4,259 shares of common stock issuable
upon exercise of warrants purchased in the private placement.
Reid S. Walker and G. Stacy Smith are the general partners of
Walker Smith Capital, L.P.
The number of shares being offered includes 74,139 shares
of common stock and 25,949 shares of common stock issuable
upon exercise of warrants purchased in the private placement.
Reid S. Walker and G. Stacy Smith are the general partners of
Walker Smith Capital (Q.P.), L.P.
(52)
The number of shares being offered includes 105,692 shares
of common stock and 36,992 shares of common stock issuable
upon exercise of warrants purchased in the private placement.
Reid S. Walker and G. Stacy Smith are the general partners of
Walker Smith International Fund, Ltd.
(53)
The number of shares being offered includes 38,769 shares
of common stock and 13,569 shares of common stock issuable
upon exercise of warrants purchased in the private placement.
Reid S. Walker and G. Stacy Smith are the general partners of
HHMI Investments, L.P.
(54)
The number of shares being offered includes 76,924 shares
of common stock and 26,923 shares of common stock issuable
upon exercise of warrants purchased in the private placement.
Bristol Capital Advisors LLC, or BCA, is the investment advisor
to Bristol Investment Fund, Ltd., or BIF. Paul Kessler is the
manager of BCA and as such has voting and investment control
over the securities held by BIF. Mr. Kessler disclaims
beneficial ownership of these securities.
(55)
The number of shares being offered includes 76,924 shares
of common stock and 26,923 shares of common stock issuable
upon exercise of warrants purchased in the private placement.
Morton A. Cohen has voting and investment control of the
securities held by Clarion Capital Corporation.
(56)
The number of shares being offered includes 461,539 shares
of common stock and 161,539 shares of common stock issuable
upon exercise of warrants purchased in the private placement.
(57)
The number of shares being offered includes
2,307,693 shares of common stock and 807,693 shares of
common stock issuable upon exercise of warrants purchased in the
private placement. The entity is a registered investment fund,
or the Fund, advised by Fidelity Management & Research
Company, or FMR Co., a registered investment adviser under the
Investment Advisers Act of 1940, as amended. FMR Co., 82
Devonshire Street, Boston, Massachusetts 02109, a wholly-owned
subsidiary of FMR Corp. and an investment adviser registered
under Section 203 of the Investment Advisers Act of 1940,
is the beneficial owner of 3,621,866 shares (including the
number of shares the warrants are exercisable into) of the
common stock outstanding of the Company as a result of acting as
investment adviser to various investment companies registered
under Section 8 of the Investment Company Act of 1940.
Edward C. Johnson 3d, FMR Corp., through its control of FMR Co.,
and the Fund each has sole power to dispose of the securities
owned by the Fund. Neither FMR Corp. nor Edward C. Johnson 3d,
Chairman of FMR Corp., has the sole power to vote or direct the
voting of the shares owned directly by the Fund, which power
resides with the Fund’s Board of Trustees. The Fund is
affiliated with members of the NASD and has represented to us
that the shares and warrants held by it were purchased in the
ordinary course of business and that at the time of purchase of
the shares and warrants held by it, it was not aware of any
agreements or understandings, directly or indirectly, with any
person to distribute the shares held by it or the common stock
issuable upon exercise of the warrants held by it.
(58)
The number of shares being offered includes 307,693 shares
of common stock and 107,693 shares of common stock issuable
upon exercise of warrants purchased in the private placement.
Steve Derby is the sole managing member of SDS Management, LLC,
the investment advisor of SDS Capital International, Ltd. and
has voting and investment control over the securities held by
SDS Capital International, Ltd. Mr. Derby disclaims
beneficial ownership of such shares except to the extent of his
pecuniary interest therein.
(59)
The number of shares being offered includes 123,154 shares
of common stock and 43,104 shares of common stock issuable
upon exercise of warrants purchased in the private placement.
Edmund H. Shea, Ron Lakey, John F. Shea and Peter O. Shea have
voting and investment control over the securities held by Shea
Ventures, LLC as Nominee 2005-02.
(60)
The number of shares being offered includes 392,308 shares
of common stock and 137,308 shares of common stock issuable
upon exercise of warrants purchased in the private placement.
Kevin C. Tang has voting and investment control over the
securities owned by Tang Capital Partners.
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