UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under the
Securities Exchange Act of 1934
JAZZ
PHARMACEUTICALS, INC.
(Name of
Issuer)
COMMON
STOCK, PAR VALUE $.0001 PER SHARE
(Title of
Class of Securities)
472147
10 7
(CUSIP
Number)
Patrick
G. Enright
Managing
Member
Longitude
Capital Partners, LLC
800
El Camino Real, Ste 220
Menlo
Park, CA 94025
(650)
854-5700
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
July
7, 2009
(Date of
Event Which Requires Reporting of this Statement)
If the
reporting person has previously filed a statement on Schedule 13G to report the
acquisition that is the subject of this Schedule 13D, and is reporting this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box. o
* The
remainder of this cover page shall be filled out for a reporting person’s
initial reporting on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The
information required on the remainder of this cover page shall not be deemed to
be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934
(“Act”) or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the
Notes).
|
SCHEDULE
13D
|
||
| CUSIP NO. 472147 10 7 | ||
| (1) |
Name
of Reporting Persons
|
Longitude
Capital Partners, LLC
|
| (2) |
Check
the Appropriate Box If A Member of a Group
(See
Instructions)
|
(a) o
(b) o
|
| (3) |
SEC
Use Only
|
|
| (4) |
Source
of Funds (See Instructions)
|
OO1
|
| (5) |
Check
if Disclosure of Legal Proceedings is Required
Pursuant
to Items 2(d) or 2(e)
|
o
|
| (6) |
Citizenship
or Place of Organization
|
Delaware
|
| Number of Shares Beneficially Owned by Each Reporting Person with: | ||
| (7) |
Sole
Voting Power
|
None
|
| (8) |
Shared
Voting Power
|
2,843,6012
|
| (9) |
Sole
Dispositive Power
|
None
|
| (10) |
Shared
Dispositive Power
|
2,843,6012
|
| (11) |
Aggregate
Amount Beneficially Owned by Each
Reporting
Person
|
2,843,6012
|
| (12) |
Check
if the Aggregate Amount in Row (11) Excludes
Certain
Shares (See Instructions)
|
o
|
| (13) |
Percent
of Class Represented by Amount in Row (11)
|
8.91%3
|
| (14) |
Type
of reporting person (See Instructions)
|
OO
|
|
1
|
Investment
funds from limited partners were used to acquire those securities over
which the Reporting Persons have shared voting and dispositive
power.
|
|
2
|
Consists
of 1,895,734 shares of Common Stock and warrants to purchase 947,867
shares of Common Stock.
|
|
3
|
The
percentage was calculated based upon 31,918,892 shares of common stock, as
follows: 29,075,291 shares of Common Stock outstanding as of July 6, 2009
according to representations made by the Issuer in that certain Securities
Purchase Agreement dated as of July 6, 2009, by and among the Issuer and
each purchaser identified on the signature pages thereto (the “Purchase
Agreement”), 1,895,734 shares issued to the Reporting Persons pursuant to
the Purchase Agreement and 947,867 shares of Common Stock issuable upon
the exercise of the warrants issued to the Reporting Persons pursuant to
the Purchase Agreement.
|
Page 2 of
13
|
SCHEDULE
13D
|
||
| CUSIP NO. 472147 10 7 | ||
| (1) |
Name
of Reporting Persons
|
Longitude
Venture Partners, L.P.
|
| (2) |
Check
the Appropriate Box If a Member of a Group
(See
Instructions)
|
(a) o
(b) o
|
| (3) |
SEC
Use Only
|
|
| (4) |
Source
of funds (See Instructions)
|
OO1
|
| (5) |
Check
if Disclosure of Legal Proceedings is Required
Pursuant
to Items 2(d) or 2(e)
|
o
|
| (6) |
Citizenship
or Place of Organization
|
Delaware
|
| Number of Shares Beneficially Owned by Each Reporting Person with: | ||
| (7) |
Sole
Voting Power
|
None
|
| (8) |
Shared
voting power
|
2,843,6012
|
| (9) |
Sole
Dispositive Power
|
None
|
| (10) |
Shared
Dispositive Power
|
2,843,6012
|
| (11) |
Aggregate
Amount Beneficially Owned by Each
Reporting
Person
|
2,843,6012
|
| (12) |
Check
if the Aggregate Amount in Row (11) Excludes
Certain
Shares (See Instructions)
|
o
|
| (13) |
Percent
of Class Represented by Amount in Row (11)
|
8.91%3
|
| (14) |
Type
of Reporting Person (See Instructions)
|
PN
|
|
1
|
Investment
funds from limited partners were used to acquire those securities over
which the Reporting Persons have shared voting and dispositive
power.
|
|
2
|
Consists
of 1,895,734 shares of Common Stock and warrants to purchase 947,867
shares of Common Stock.
|
|
3
|
The
percentage was calculated based upon 31,918,892 shares of common stock, as
follows: 29,075,291 shares of Common Stock outstanding as of July 6, 2009
according to representations made by the Issuer in the Purchase Agreement,
1,895,734 shares issued to the Reporting Persons pursuant to the Purchase
Agreement and 947,867 shares of Common Stock issuable upon the exercise of
the warrants issued to the Reporting Persons pursuant to the Purchase
Agreement.
|
Page 3 of
13
|
SCHEDULE
13D
|
||
| CUSIP NO. 472147 10 7 | ||
| (1) |
Name
of Reporting Persons
|
Longitude
Capital Associates, L.P.
|
| (2) |
Check
the Appropriate Box If A Member of a Group
(See
Instructions)
|
(a) o
(b) o
|
| (3) |
SEC
Use Only
|
|
| (4) |
Source
of Funds (See Instructions)
|
OO1
|
| (5) |
Check
if Disclosure of Legal Proceedings is Required
Pursuant
to Items 2(d) or 2(e)
|
o
|
| (6) |
Citizenship
or Place of Organization
|
Delaware
|
| Number of Shares Beneficially Owned by Each Reporting Person with: | ||
| (7) |
Sole
Voting Power
|
None
|
| (8) |
Shared
Voting Power
|
2,843,6012
|
| (9) |
Sole
Dispositive Power
|
None
|
| (10) |
Shared
Dispositive Power
|
2,843,6012
|
| (11) |
Aggregate
Amount Beneficially Owned by Each
Reporting
Person
|
2,843,6012
|
| (12) |
Check
if the Aggregate Amount in Row (11) Excludes
Certain
Shares (See Instructions)
|
o
|
| (13) |
Percent
of Class Represented by Amount in Row (11)
|
8.91%3
|
| (14) |
Type
of reporting person (See Instructions)
|
PN
|
|
1
|
Investment funds
from limited partners were used to acquire those securities over which the
Reporting Persons have shared voting and dispositive
power.
|
|
2
|
Consists
of 1,895,734 shares of Common Stock and warrants to purchase 947,867
shares of Common Stock.
|
|
3
|
The
percentage was calculated based upon 31,918,892 shares of common stock, as
follows: 29,075,291 shares of Common Stock outstanding as of July 6, 2009
according to representations made by the Issuer in the Purchase Agreement,
1,895,734 shares issued to the Reporting Persons pursuant to the Purchase
Agreement and 947,867 shares of Common Stock issuable upon the exercise of
the warrants issued to the Reporting Persons pursuant to the Purchase
Agreement.
|
Page 4 of
13
|
SCHEDULE
13D
|
||
| CUSIP NO. 472147 10 7 | ||
| (1) |
Name
of Reporting Persons
|
Patrick
G. Enright
|
| (2) |
Check
the Appropriate Box If A Member of a Group
(See
Instructions)
|
(a) o
(b) o
|
| (3) |
SEC
Use Only
|
|
| (4) |
Source
of Funds (See Instructions)
|
OO1
|
| (5) |
Check
if Disclosure of Legal Proceedings is Required
Pursuant
to Items 2(d) or 2(e)
|
o
|
| (6) |
Citizenship
or Place of Organization
|
United
States
|
| Number of Shares Beneficially Owned by Each Reporting Person with: | ||
| (7) |
Sole
Voting Power
|
None
|
| (8) |
Shared
Voting Power
|
2,843,6012
|
| (9) |
Sole
Dispositive Power
|
None
|
| (10) |
Shared
Dispositive Power
|
2,843,6012
|
| (11) |
Aggregate
Amount Beneficially Owned by Each
Reporting
Person
|
2,843,6012
|
| (12) |
Check
if the Aggregate Amount in Row (11) Excludes
Certain
Shares (See Instructions)
|
o
|
| (13) |
Percent
of Class Represented by Amount in Row (11)
|
8.91%3
|
| (14) |
Type
of reporting person (See Instructions)
|
IN
|
|
1
|
Investment
funds from limited partners were used to acquire those securities over
which the Reporting Persons have shared voting and dispositive
power.
|
|
2
|
Consists
of 1,895,734 shares of Common Stock and warrants to purchase 947,867
shares of Common Stock.
|
|
3
|
The
percentage was calculated based upon 31,918,892 shares of common stock, as
follows: 29,075,291 shares of Common Stock outstanding as of July 6, 2009
according to representations made by the Issuer in the Purchase Agreement,
1,895,734 shares issued to the Reporting Persons pursuant to the Purchase
Agreement and 947,867 shares of Common Stock issuable upon the exercise of
the warrants issued to the Reporting Persons pursuant to the Purchase
Agreement.
|
Page 5 of
13
|
SCHEDULE
13D
|
||
| CUSIP NO. 472147 10 7 | ||
| (1) |
Name
of Reporting Persons
|
Juliet
Tammenoms Bakker
|
| (2) |
Check
the Appropriate Box If A Member of a Group
(See
Instructions)
|
(a) o
(b) o
|
| (3) |
SEC
Use Only
|
|
| (4) |
Source
of Funds (See Instructions)
|
OO1
|
| (5) |
Check
if Disclosure of Legal Proceedings is Required
Pursuant
to Items 2(d) or 2(e)
|
o
|
| (6) |
Citizenship
or Place of Organization
|
United
States
|
| Number of Shares Beneficially Owned by Each Reporting Person with: | ||
| (7) |
Sole
Voting Power
|
None
|
| (8) |
Shared
Voting Power
|
2,843,6012
|
| (9) |
Sole
Dispositive Power
|
None
|
| (10) |
Shared
Dispositive Power
|
2,843,6012
|
| (11) |
Aggregate
Amount Beneficially Owned by Each
Reporting
Person
|
2,843,6012
|
| (12) |
Check
if the Aggregate Amount in Row (11) Excludes
Certain
Shares (See Instructions)
|
o
|
| (13) |
Percent
of Class Represented by Amount in Row (11)
|
8.91%3
|
| (14) |
Type
of reporting person (See Instructions)
|
IN
|
|
2
|
Consists
of 1,895,734 shares of Common Stock and warrants to purchase 947,867
shares of Common Stock.
|
|
3
|
The
percentage was calculated based upon 31,918,892 shares of common stock, as
follows: 29,075,291 shares of Common Stock outstanding as of July 6, 2009
accordiong to representations made by the Issuer in the Purchase
Agreement, 1,895,734 shares issued to the Reporting Persons pursuant to
the Purchase Agreement and 947,867 shares of Common Stock issuable upon
the exercise of the warrants issued to the Reporting Persons pursuant to
the Purchase Agreement.
|
Page 6 of
13
|
Item
1.
|
Security and
Issuer.
|
This
Schedule 13D (this “Statement”) is filed with respect to the common stock, par
value $0.0001 per share (the “Common Stock”), of Jazz Pharmaceuticals, Inc., a
Delaware corporation (the “Issuer”). The address of the principal
offices of the Issuer is 3180 Porter Drive, Palo Alto, CA 94304.
|
Item
2.
|
Identity and
Background.
|
(a) This
Schedule 13D is being filed on behalf of entities Longitude Venture Partners,
L.P. (“LVP”), Longitude Capital Associates, L.P. (“LCA”), and each of LVP and
LCA’s sole general partner, Longitude Capital Partners, LLC (“Longitude
Capital”) and individuals Patrick G. Enright and Juliet Tammenoms Bakker (each
reporting individual, a “Reporting Individual,” and each reporting entity or
individual, a “Reporting Person”). The Reporting Persons are making
this single, joint filing because they may be deemed to constitute a “group”
within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934,
although neither the fact of this joint filing nor anything contained herein
shall be deemed an admission by any Reporting Person that such a “group”
exists. The agreement among the Reporting Persons to file jointly is
attached hereto as Exhibit 1. Each Reporting Person disclaims
beneficial ownership of all securities except to the extent of such Reporting
Person’s pecuniary interest therein, other than those reported herein as being
owned by such Reporting Person.
(b) The
address of the principal offices of Longitude Capital, LVP and LCA and the
business address of Patrick G. Enright and Juliet Tammenoms Bakker is 800 El
Camino Real, Ste 220, Menlo Park, CA 94025.
(c) Each
Reporting Individual is engaged through venture capital investment entities in
acquiring, holding and disposing of interests in various companies for
investment purposes. Each entity that is a Reporting Person is a
venture capital investment entity. Patrick G. Enright is on the Board
of Directors of the Issuer (the “Board”). The Reporting Individuals
are each managing members of Longitude Capital, the general partner of each of
LVP and LCA, the record holders of the securities.
(d) During
the past five years, none of the Reporting Persons have been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) None
of the Reporting Persons are nor, during the last five years, were subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws as a result
of a civil proceeding before a judicial or administrative body of competent
jurisdiction nor has any such judicial or administrative body found that any
Reporting Person was in violation of such laws.
(f)
Longitude Capital is a limited liability company
organized under the laws of the State of Delaware. LVP and LCA are
each limited partnerships organized under the laws of the State of
Delaware. Mr. Enright and Ms. Tammenoms Bakker are both United States
citizens.
Page 7 of
13
Set forth
on Exhibit A to this Statement, and incorporated herein by reference, is the
name, residence or business address, present principal occupation or employment,
and citizenship, of each executive officer and director of Longitude
Capital.
To the
best of the Reporting Persons’ knowledge, none of the Reporting Persons’
directors or executive officers during the last five years, (a) has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (b) has been a party to a civil proceeding before a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such
laws.
|
Item
3.
|
Source and Amount of
Funds or Other
Consideration.
|
On July
7, 2009, each of LVP and LCA used approximately $7 million, in the aggregate, of
investment funds provided to them by their investors to acquire, in the
aggregate, 1,895,734 shares of Common Stock and warrants to purchase an
additional 947,867 shares of Common Stock (the “Warrants”) pursuant to a
Securities Purchase Agreement dated July 6, 2009 (the “Purchase Agreement”), by
and among the Issuer and the purchasers identified on the signature pages
thereto. The Purchase Agreement and the terms and conditions
contained therein are more fully described in the Issuer’s Current Report on
Form 8-K filed on July 7, 2009.
|
Item
4.
|
Purpose of
Transaction.
|
The
purpose of the acquisition of the Common Stock and the Warrants by the Reporting
Persons is general investment purposes. In addition, the Reporting
Persons may, from time to time, depending on prevailing market, economic and
other conditions, acquire additional shares of the Common Stock or other
securities of the Issuer or engage in discussions with the Issuer concerning
further acquisitions of shares of the Common Stock or other securities of the
Issuer or further investments in the Issuer. The Reporting Persons
intend to review their investment in the Issuer on a continuing basis and,
depending upon the price and availability of shares of Common Stock, subsequent
developments affecting the Issuer, the Issuer’s business and prospects, other
investment and business opportunities available to the Reporting Person, general
stock market and economic conditions, tax considerations and other factors
considered relevant, may decide at any time to increase or to decrease the size
of their investment in the Issuer.
Except as
set forth in this Schedule 13D, the Reporting Persons have made no proposals,
and have entered into no agreements, which would be related to or would result
in any of the events or matters described in Item 4 of Schedule
13D.
|
Item 5.
|
Interest
in Securities of the Issuer.
|
(a) According
to the representations set forth in the Purchase Agreement, as of July 6, 2009,
there were 29,075,291 shares of Common Stock outstanding. After
giving effect to the sale of securities set forth in the Purchase Agreement, (i)
LVP is the record holder of 1,858,486 shares of Common Stock and Warrants to
purchase 929,243 shares of Common Stock, representing approximately 8.73% of the
issued and outstanding shares of Common Stock assuming the exercise of the
Warrants issued to LVP and LCA and (ii) LCA is the record holder of 37,248
shares of Common Stock and Warrants to purchase 18,624 shares of Common Stock,
representing approximately 0.18% of the issued and outstanding shares of Common
Stock assuming the exercise of the Warrants issued to LVP and
LCA. Longitude Capital, as general partner of each of LVP and LCA,
has the power to vote and dispose of securities held by each of
them. The Reporting Individuals are each managing members of
Longitude Capital, and share the decision making power of Longitude
Capital.
Page 8 of
13
(b) LVP,
LCA and Longitude Capital have shared power to vote and dispose of 2,813,601
shares of Common Stock (giving effect to the shares of Common Stock underlying
the Warrants). Patrick G. Enright and Juliet Tammenoms Bakker,
managing members of Longitude Capital, may be deemed to have shared voting and
dispositive power with respect to such shares.
(c) On
July 7, 2009, (i) LVP used $6,862,459.56 of investment funds provided to LVP by
its investors to acquire 1,858,486 shares of Common Stock and Warrants to
purchase 929,243 shares of Common Stock pursuant to the Purchase Agreement and
(ii) LCA used $137,538.24 of investment funds provided to LCA by its investors
to acquire 37,248 shares of Common Stock and Warrants to purchase 18,624 shares
of Common Stock pursuant to the Purchase Agreement. Except as
disclosed in this Statement, none of the Reporting Persons effected any
transactions in the Issuer’s securities within the past
60 days.
(d) Not
applicable.
(e) Not
applicable.
|
Item
6.
|
Contracts,
Arrangements, Understandings or Relationships with Respect to Securities
of the Issuer.
|
The
shares of Common Stock sold and issued on July 7, 2009 in connection with the
Purchase Agreement have not been registered under the Securities At of 1933, as
amended, or any state securities laws and may not be offered or sold in the
United States absent registration with the Securities and Exchange Commission
(the “Commission”) or an applicable exemption from the registration
requirements. As part of the transaction, the Issuer entered into an
Investor Rights Agreement with LVP and LCA pursuant to which it agreed to file
one or more registration statements with the Commission for purposes of
registering the resale of the shares of Common Stock, including the shares of
Common Stock underlying the Warrants.
In
accordance with the Purchase Agreement, the Board approved an increase to the
total number of authorized directors to 12 and, upon the recommendation of the
Nominating and Corporate Governance Committee of the Board, elected Patrick
Enright to the Board, effective as of the closing of the sale of shares under
the Purchase Agreement. The Issuer has a classified Board and Mr.
Enright was appointed to the class of directors whose term of office expires at
the Issuer’s 2011 Annual Meeting of Stockholders (and until their successors are
duly elected and qualified). In connection with such appointment, the
Issuer entered into indemnification agreement with Mr. Enright in the same form
that the Issuer entered into with its other officers and directors.
Page 9 of
13
In
accordance with the Issuer’s compensation program for non-employee directors,
Mr. Enright is entitled to receive a $30,000 annual retainer for service as a
Board member and will be reimbursed for reasonable expenses incurred in
attending meetings of the Board. Under the Issuer’s compensation
program for non-employee directors, Mr. Enright will be eligible for a
supplemental annual retainer ranging from $5,000 to $15,000 if Mr. Enright is
appointed as the chair of any Board committee. In connection with his election
to the Board, Mr. Enright, as a non-employee director and pursuant to the
Issuer’s 2007 Non-Employee Directors Stock Option Plan (the “Directors Option
Plan”), has received an initial option grant to purchase 30,000 shares of Common
Stock (the “Initial Option”). The Initial Option vests with respect to one-third
of the shares on the first anniversary of the date of grant, and the balance in
a series of 24 successive equal monthly installments thereafter. No
shares of Common Stock are issuable under the Initial Option within 60 days of
the date hereof. As a non-employee director, Mr. Enright is also
eligible for annual grants to purchase 10,000 shares of Common Stock under the
Directors Option Plan, which such annual options vest in a series of 12
successive equal monthly installments measured from the date of
grant. All stock options granted under the Directors Option Plan have
a maximum term of 10 years, and the exercise price of each option granted under
the Directors Option Plan is equal to 100% of the fair market value of the
Common Stock on the date of grant. As a non-employee director, Mr.
Enright is eligible to participate in the Issuer’s Directors Deferred
Compensation Plan (the “Deferred Compensation Plan”), pursuant to which Mr.
Enright may elect to defer receipt of all or a portion of his annual retainer
fees to a future date or dates. Under the Deferred Compensation Plan,
any amounts so deferred by the Issuer’s non-employee directors are credited to a
phantom stock account. Upon a separation from the Board or the
occurrence of a change in control, each non-employee director who has elected to
defer receipt of his or her annual retainer fees will receive (or commence
receiving, depending upon whether the director has elected to receive
distributions from his or her phantom stock account in a lump sum or in
installments over time) a distribution of his or her phantom stock account, in
either cash or shares of Common Stock (subject to the prior election of each
such director). Mr. Enright shares pecuniary interest in all
compensation he receives from the Issuer with other individuals pursuant to a
contractual relationship. Mr. Enright disclaims beneficial ownership
in the shares underlying the Initial Option to the extent of his pecuniary
interest in the shares.
At the
closing of the sale of the shares of Common Stock and the Warrants, the Issuer,
LVP, LCA and certain other significant stockholders of the Issuer entered into
an NOL Preservation Lock-Up Agreement (the “Lock-Up Agreement”). The Lock-Up
Agreement restricts certain transactions in the Issuer’s capital stock by the
stockholders party thereto until June 2011 in order to minimize the risk that
the Issuer will undergo an “ownership change” within the meaning of Section
382(g) of the Internal Revenue Code. Under the Lock-Up Agreement, no
signatories may (i) acquire additional Company Securities (as defined below),
(ii) transfer any Company Securities currently owned by such signatory or enter
into any agreements for such transfer, (iii) distribute any Company Securities
held by such signatory that is an entity to such signatory’s owners, or (iv)
exercise any warrants or other rights to acquire stock of the Issuer described
in clause (d) of the definition of Company Securities. For purposes
of the Lock-Up Agreement, the term “Company Securities” means (a) shares of
Common Stock, (b) shares of Preferred Stock of the Issuer of any class or
series, (c) any other interests in the Issuer not already described in clauses
(a) or (b) that constitute “stock” of the Issuer pursuant to Treasury Regulation
Section 1.382-2T(f)(18), and (d) warrants, options or other rights to purchase
stock of the Issuer (including interests described in Treasury Regulations
Section 1.382-2T(h)(4)(v)).
Page 10
of 13
Except as
disclosed herein, there are no contracts, arrangements, understandings or
relationships (legal or otherwise) among the Reporting Persons and any other
person with respect to any securities of the Issuer, including, but not limited
to transfer or voting of any of the securities, finder’s fees, joint ventures,
loan or option arrangements, puts or calls, guarantees of profits, division of
profits or loss, or the giving or withholding of proxies.
|
Item 7.
|
Material
to Be Filed As Exhibits.
|
|
|
Exhibit
A:
|
NOL
Preservation Lock-Up Agreement effective as of July 7, 2009 between the
Issuer and the several investor signatories listed on Schedule A thereto
(incorporated herein by reference to Exhibit 4.8 to the Issuer’s Current
Report on Form 8-K filed on July 7,
2009)
|
|
|
Exhibit
B:
|
Form
of Warrant issued on July 7, 2009 (incorporated herein by reference to
Exhibit 4.9 to the Issuer’s Current Report on Form 8-K filed on July 7,
2009)
|
|
|
Exhibit
C:
|
Securities
Purchase Agreement, dated July 6, 2009, by and among the Issuer and the
purchasers listed on the signature pages thereto (incorporated herein by
reference to Exhibit 10.87 to the Issuer’s Current Report on Form 8-K
filed on July 7, 2009)
|
|
|
Exhibit
D:
|
Investor
Rights Agreement, dated July 7, 2009, by and among the Issuer and the
purchasers listed on the signature pages thereto (incorporated herein by
reference to Exhibit 10.88 to the Issuer’s Current Report on Form 8-K
filed on July 7, 2009)
|
|
|
Exhibit
E:
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Form
of Indemnification Agreement (incorporated herein by reference to Exhibit
10.89 to the Issuer’s Current Report on Form 8-K filed on July 7,
2009)
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Page 11
of 13
Signature
After
reasonable inquiry and to the best of my knowledge and belief, we certify that
the information set forth in this Statement is true, complete and
correct.
Dated: July
14, 2009
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|
LONGITUDE
VENTURE PARTNERS, L.P.
By:
LONGITUDE CAPITAL PARTNERS, LLC
Its: General
Partner
|
||
| /s/ Patrick G. Enright | By: | /s/ Patrick G. Enright | |
|
Patrick
G. Enright
|
Patrick G. Enright, Managing Member | ||
|
|
LONGITUDE
CAPITAL ASSOCIATES, L.P.
By:
LONGITUDE CAPITAL PARTNERS, LLC
Its: General
Partner
|
||
| /s/ Juliet Tammenoms Bakker | By: | /s/ Patrick G. Enright | |
|
Juliet
Tammenoms Bakker
|
Patrick G. Enright, Managing Member | ||
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LONGITUDE
CAPITAL PARTNERS, LLC
|
|||
| By: | /s/ Patrick G. Enright | ||
| Patrick G. Enright, Managing Member | |||
Page 12
of 13
Exhibit A
EXECUTIVE
OFFICERS AND DIRECTORS OF REPORTING PERSONS
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Name
|
Citizenship
/
Jurisdiction
of
Organization
|
Principal
Occupation
or
Employment
|
||
|
Juliet
Tammenoms Bakker
|
United
States
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Managing
Director
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||
|
Patrick
G. Enright
|
United
States
|
Managing
Director
|
||
|
Marc-Henri
Galletti
|
United
States
|
Managing
Director
|
||
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Douglas
Foster
|
United
States
|
Principal
|
||
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David
Hirsch
|
United
States
|
Principal
|
||
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Carolyn
Helms
|
United
States
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Director
of Finance
|
All of
the executive officers and directors listed above are employees of Longitude
Capital Management, LLC, located at 800 El Camino Real, Ste 220, Menlo Park,
CA 94025.
Page 13
of 13
Exhibit
1
JOINT
FILING AGREEMENT
The
undersigned hereby agree that the foregoing statement on Schedule 13D is, and
any amendments thereto executed by each of us shall be, filed on behalf of each
of the undersigned without the necessity of filing additional joint filing
agreements. The undersigned acknowledge that each shall be
responsible for the timely filing of such amendments, and for the completeness
and accuracy of the information concerning it contained therein, but shall not
be responsible for the completeness and accuracy of the information concerning
the others, except to the extent that it knows or has reason to believe that
such information is inaccurate. This Agreement may be executed in any
number of counterparts, all of which taken together shall constitute one and the
same instrument.
IN
WITNESS WHEREOF, the undersigned have executed this Agreement as of the 14th day
of July, 2009.
|
|
LONGITUDE
VENTURE PARTNERS, L.P.
By:
LONGITUDE CAPITAL PARTNERS, LLC
Its: General
Partner
|
||
| /s/ Patrick G. Enright | By: | /s/ Patrick G. Enright | |
|
Patrick
G. Enright
|
Patrick G. Enright, Managing Member | ||
|
|
LONGITUDE
CAPITAL ASSOCIATES, L.P.
By:
LONGITUDE CAPITAL PARTNERS, LLC
Its: General
Partner
|
||
| /s/ Juliet Tammenoms Bakker | By: | /s/ Patrick G. Enright | |
|
Juliet
Tammenoms Bakker
|
Patrick G. Enright, Managing Member | ||
|
LONGITUDE
CAPITAL PARTNERS, LLC
|
|||
| By: | /s/ Patrick G. Enright | ||
| Patrick G. Enright, Managing Member | |||