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UNITED STATES |
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SECURITIES AND EXCHANGE COMMISSION |
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Washington, D.C. 20549 |
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SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b) AND (c) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)
Under
the Securities Exchange Act of 1934
(Amendment No. )*
Micromet, Inc.
(Name of Issuer)
Common Stock, $0.000004 par value
(Title of Class of Securities)
13738Y107
(CUSIP Number)
May 5, 2006
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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Rule 13d-1(b) |
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Rule 13d-1(c) |
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Rule 13d-1(d) |
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in 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).
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CUSIP No. 13738Y107 |
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1. |
Names of Reporting Persons
I.R.S. Identification No. of above Individual (entities only): N/A |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
o |
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(b) |
o |
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3. |
SEC Use Only |
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4. |
Citizenship or Place of
Organization
Jerry Benjamin is a citizen of the United States. |
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Number of |
5. |
Sole Voting Power Advent Private Equity Fund III 'B' Limited Partnership owns 964,817 shares and warrants to purchase 45,029 shares at a per share exercise price of $3.09. Advent Private Equity Fund III 'C' Limited Partnership owns 269,250 shares and warrants to purchase 12,566 shares at a per share exercise price of $3.09. Advent Private Equity Fund III 'D' Limited Partnership owns 529,495 shares and warrants to purchase 24,712 a total of $3.09 at a per share exercise price of $3.09. Advent Private Equity Fund III GMBH & CO KG owns 76,227 shares and warrants to purchase 3,558 shares at a per share exercise price of $3.09. Advent Private Equity Fund III Affiliates owns 63,077 shares and warrants to purchase 2,944 shares at a per share exercise price of $3.09. Advent Private Equity Fund III Limited Partnership owns 19,676 shares and warrants to purchase 918 shares at a per share exercise price of $3.09.
Jerry Benjamin, who is a general partner of Advent Venture Partners LLP above and a director of the Company, has options to purchase a total of 60,000 shares of Common Stock out of this total, options to purchase 40,000 shares are at a per share price of $6.63 and options to purchase 20,000 shares are at a per share price of $2.33 per share. Based on the number of shares underlying the options that are actually vested, a total of 33,472 shares of Common Stock are deemed owned by Jerry Benjamin for beneficial reporting purposes.
*Note that each Reporting Person disclaims beneficial ownership of the shares of the other except to the extent of any pecuniary interest therein. |
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6. |
Shared Voting Power |
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7. |
Sole Dispositive Power Advent Private Equity Fund III 'A' Limited Partnership owns 1,969,639 shares and warrants to purchase 91,926 shares at a per share exercise price of $3.09. Advent Private Equity Fund III 'B' Limited Partnership owns 964,817 shares and warrants to purchase 45,029 shares at a per share exercise price of $3.09. Advent Private Equity Fund III 'C' Limited Partnership owns 269,250 shares and warrants to purchase 12,566 shares at a per share exercise price of $3.09. Advent Private Equity Fund III 'D' Limited Partnership owns 529,495 shares and warrants to purchase 24,712 a total of $3.09 at a per share exercise price of $3.09. Advent Private Equity Fund III GMBH & CO KG owns 76,227 shares and warrants to purchase 3,558 shares at a per share exercise price of $3.09. Advent Private Equity Fund III Affiliates owns 63,077 shares and warrants to purchase 2,944 shares at a per share exercise price of $3.09. Advent Private Equity Fund III Limited Partnership owns 19,676 shares and warrants to purchase 918 shares at a per share exercise price of $3.09.
Jerry Benjamin, who is a general partner of Advent Venture Partners LLP and a director of the Company, has options to purchase a total of 60,000 shares of Common Stock out of this total, options to purchase 40,000 shares are at a per share price of $6.63 and options to purchase 20,000 shares are at a per share price of $2.33 per share. Based on the number of shares underlying the options that are actually vested, a total of 33,472 shares of Common Stock are deemed owned by Jerry Benjamin for beneficial reporting purposes.
*Note that each Reporting Person disclaims beneficial ownership of the shares except to the extent of its pecuniary interest therein. |
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8. |
Shared Dispositive Power |
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9. |
Aggregate Amount
Beneficially Owned by Each Reporting Person
Advent Private Equity Fund III 'A' Limited Partnership owns 1,969,639 shares and warrants to purchase 91,926 shares at a per share exercise price of $3.09. Advent Private Equity Fund III 'B' Limited Partnership owns 964,817 shares and warrants to purchase 45,029 shares at a per share exercise price of $3.09. Advent Private Equity Fund III 'C' Limited Partnership owns 269,250 shares and warrants to purchase 12,566 shares at a per share exercise price of $3.09. Advent Private Equity Fund III 'D' Limited Partnership owns 529,495 shares and warrants to purchase 24,712 a total of $3.09 at a per share exercise price of $3.09. Advent Private Equity Fund III GMBH & CO KG owns 76,227 shares and warrants to purchase 3,558 shares at a per share exercise price of $3.09. Advent Private Equity Fund III Affiliates owns 63,077 shares and warrants to purchase 2,944 shares at a per share exercise price of $3.09. Advent Private Equity Fund III Limited Partnership owns 19,676 shares and warrants to purchase 918 shares at a per share exercise price of $3.09.
Jerry Benjamin, who is a general partner of Advent Venture Partners LLP and a director of the Company, has options to purchase a total of 60,000 shares of Common Stock out of this total, options to purchase 40,000 shares are at a per share price of $6.63 and options to purchase 20,000 shares are at a per share price of $2.33 per share. Based on the number of shares underlying the options that are actually vested, a total of 33,472 shares of Common Stock are deemed owned by him for beneficial reporting purposes. When these shares are aggregated with the shares and warrants owned by the Advent entities listed above, the total number of shares deemed owned by Jerry Benjamin for beneficial ownership purposes is 4,107,306.
*Note that each Reporting Person disclaims beneficial ownership of the shares except to the extent of its pecuniary interest therein. |
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10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o |
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11. |
Percent of Class
Represented by Amount in Row (9) |
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12. |
Type of Reporting Person
(See Instructions) |
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2
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CUSIP No. 13738Y107 |
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Item 1. |
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(a) |
Name of Issuer |
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(b) |
Address of Issuer’s
Principal Executive Offices Carlsbad, CA 92008 |
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Item 2. |
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(a) |
Name of Person Filing
*Note that each Reporting Person disclaims beneficial ownership of the shares of the other except to the extent of any pecuniary interest therein. |
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(b) |
Address of Principal
Business Office or, if none, Residence 25 Buckingham Gate London SW1E 6LD
Advent Private Equity Fund III Affiliates 25 Buckingham Gate London SW1E 6LD
Advent Management III L. P. 50 Lothian Road, Festival Square Edinburgh EH3 9WJ
Advent Private Equity Fund III A LTD Partnership 25 Buckingham Gate London SW1E 6LD
Advent Private Equity Fund III B LTD Partnership 25 Buckingham Gate London SW1E 6LD
Advent Private Equity Fund III C LTD Partnership 25 Buckingham Gate London SW1E 6LD
Advent Private Equity Fund III D LTD Partnership 25 Buckingham Gate London SW1E 6LD
Advent Private Equity Fund III GMBH & CO KG Theresienstrasse 6 Munich 80333 Germany
Jerry Benjamin c/o Advent Venture Partners LLP 25 Buckingham Gate London SW1E 6LD |
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(c) |
Citizenship
Advent Venture Partners LLP (England), Advent Private Equity Fund III Affiliates (England), Advent Management III L.P. (Scotland), Advent Private Equity Fund III A LTD Partnership (England), Advent Private Equity Fund III B LTD Partnership (England), Advent Private Equity Fund III C LTD Partnership (England), Advent Private Equity Fund III D LTD Partnership (England) and Advent Private Equity Fund III GMBH & CO KG (Germany).
Jerry Benjamin is a citizen of the United States. |
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(d) |
Title of Class of
Securities |
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(e) |
CUSIP Number |
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Item 3. |
If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
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(a) |
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). |
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(b) |
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). |
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(c) |
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). |
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(d) |
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). |
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(e) |
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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
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(f) |
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
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(g) |
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A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); |
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(h) |
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
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(i) |
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A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
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(j) |
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Group, in accordance with §240.13d-1(b)(1)(ii)(J). |
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CUSIP No. 13738Y107 |
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Item 4. |
Ownership |
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Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. |
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(a) |
Amount beneficially owned: 4,073,834 shares in the case of the Advent entities listed below and in the manner listed below and 4,107,306 shares in the case of Jerry Benjamin in the manner listed below :
Advent Private Equity Fund III 'A' Limited Partnership owns 1,969,639 shares and warrants to purchase 91,926 shares at a per share exercise price of $3.09. Advent Private Equity Fund III 'B' Limited Partnership owns 964,817 shares and warrants to purchase 45,029 shares at a per share exercise price of $3.09. Advent Private Equity Fund III 'C' Limited Partnership owns 269,250 shares and warrants to purchase 12,566 shares at a per share exercise price of $3.09. Advent Private Equity Fund III 'D' Limited Partnership owns 529,495 shares and warrants to purchase 24,712 a total of $3.09 at a per share exercise price of $3.09. Advent Private Equity Fund III GMBH & CO KG owns 76,227 shares and warrants to purchase 3,558 shares at a per share exercise price of $3.09. Advent Private Equity Fund III Affiliates owns 63,077 shares and warrants to purchase 2,944 shares at a per share exercise price of $3.09. Advent Private Equity Fund III Limited Partnership owns 19,676 shares and warrants to purchase 918 shares at a per share exercise price of $3.09.
Jerry Benjamin, who is a general partner of Advent Venture Partners LLP and a director of the Company, has options to purchase a total of 60,000 shares of Common Stock out of this total, options to purchase 40,000 shares are at a per share price of $6.63 and options to purchase 20,000 shares are at a price per share price of $2.33 per share. Based on the number of shares underlying the options that are actually vested, a total of 33,472 shares of Common Stock are deemed owned by him for beneficial reporting purposes. When these shares are aggregated with the shares and warrants owned by the Advent entities listed above, the total number of shares deemed owned by Jerry Benjamin for beneficial ownership purposes is 4,107,306.
*Note that each Reporting Person disclaims beneficial ownership of the shares except to the extent of any pecuniary interest therein. |
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(b) |
Percent of class: 9.05% in total, based on 40,754,730 shares of Micromet Common Stock outstanding according to Micromet’s quarterly report on Form 10-Q for the period ended September 30, 2007. |
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(c) |
Number of shares as to which the person has:
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(i) |
Sole power to vote or to direct the vote Advent Private Equity Fund III 'A' Limited Partnership owns 1,969,639 shares and warrants to purchase 91,926 shares at a per share exercise price of $3.09. Advent Private Equity Fund III 'B' Limited Partnership owns 964,817 shares and warrants to purchase 45,029 shares at a per share exercise price of $3.09. Advent Private Equity Fund III 'C' Limited Partnership owns 269,250 shares and warrants to purchase 12,566 shares at a per share exercise price of $3.09. Advent Private Equity Fund III 'D' Limited Partnership owns 529,495 shares and warrants to purchase 24,712 a total of $3.09 at a per share exercise price of $3.09. Advent Private Equity Fund III GMBH & CO KG owns 76,227 shares and warrants to purchase 3,558 shares at a per share exercise price of $3.09. Advent Private Equity Fund III Affiliates owns 63,077 shares and warrants to purchase 2,944 shares at a per share exercise price of $3.09. Advent Private Equity Fund III Limited Partnership owns 19,676 shares and warrants to purchase 918 shares at a per share exercise price of $3.09.
Jerry Benjamin, who is a general partner of Advent Venture Partners LLP and a director of the Company, has options to purchase a total of 60,000 shares of Common Stock out of this total, options to purchase 40,000 shares are at a per share price of $6.63 and option to purchase 20,000 shares are at a per share price of $2.33 per share. Based on the number of shares underlying the option that are actually vested, a total of 33,472 shares of Common Stock are deemed owned by him for beneficial reporting purposes.
*Note that each Reporting Person disclaims beneficial ownership of the shares of the other except to the extent of any pecuniary interest therein. |
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(ii) |
Shared power to vote or to direct the vote While each of the funds named in this filing disclaims beneficial ownership of the shares held by the others, except to the extent of any pecuniary interest therein, please note the following: Advent Venture Partners LLP owns 100% of Advent Limited. Advent Limited owns 100% of Advent Private Equity GmbH, which is the general partner of Advent Private Equity Fund III GMBH & CO KG. Advent Venture Partners LLP also owns 100% of Advent Management III Limited, which is the general partner of Advent Management III Limited Partnership, which is general partner of each of Advent Private Equity Fund III “A” Limited Partnership, Advent Private Equity Fund III “B” Limited Partnership, Advent Private Equity Fund III “C” Limited Partnership, Advent Private Equity Fund III “D” Limited Partnership and Advent Private Equity Fund III Affiliates Limited Partnership. In addition, Jerry Benjamin, who is a general partner of Advent Venture Partners LLP, is also a director of Micromet. Voting and investment power over the shares held by each named fund may be deemed to be shared with Advent Venture Partners LLP and Jerry Benjamin due to the affiliate relationships described above. |
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(iii) |
Sole power to dispose or to direct the disposition of Advent Private Equity Fund III 'A' Limited Partnership owns 1,969,639 shares and warrants to purchase 91,926 shares at a per share exercise price of $3.09. Advent Private Equity Fund III 'B' Limited Partnership owns 964,817 shares and warrants to purchase 45,029 shares at a per share exercise price of $3.09. Advent Private Equity Fund III 'C' Limited Partnership owns 269,250 shares and warrants to purchase 12,566 shares at a per share exercise price of $3.09. Advent Private Equity Fund III 'D' Limited Partnership owns 529,495 shares and warrants to purchase 24,712 a total of $3.09 at a per share exercise price of $3.09. Advent Private Equity Fund III GMBH & CO KG owns 76,227 shares and warrants to purchase 3,558 shares at a per share exercise price of $3.09. Advent Private Equity Fund III Affiliates owns 63,077 shares and warrants to purchase 2,944 shares at a per share exercise price of $3.09. Advent Private Equity Fund III Limited Partnership owns 19,676 shares and warrants to purchase 918 shares at a per share exercise price of $3.09.
Jerry Benjamin, who is a general partner of Advent Venture Partners LLP and a director of the Company, has options to purchase a total of 60,000 shares of Common Stock out of this total, options to purchase 40,000 shares are at a per share price of $6.63 and options to purchase 20,000 shares are at a per share price of $2.33 per share. Based on the number of shares underlying the options that are actually vested, a total of 33,472 shares of Common Stock are deemed owned by him for beneficial reporting purposes.
*Note that each Reporting Person disclaims beneficial ownership of the shares of the other except to the extent of any pecuniary interest therein. |
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(iv) |
Shared power to dispose or to direct the disposition of Please see response to Item 4(c)(iii) above. |
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Item 5. |
Ownership of Five Percent or Less of a Class |
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If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following o. |
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Not Applicable. |
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Item 6. |
Ownership of More than Five Percent on Behalf of Another Person |
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Not Applicable. |
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Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person |
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Not Applicable. |
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Item 8. |
Identification and Classification of Members of the Group |
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Not Applicable. |
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Item 9. |
Notice of Dissolution of Group |
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Not Applicable. |
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Item 10. |
Certification |
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Not Applicable. |
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CUSIP No. 13738Y107 |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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/s/Jerry Benjamin |
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General Partner of Advent Venture Partners LLP |
14 February 2008 |
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/s/Jerry Benjamin |
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General Partner of Advent Venture Partners LLP |
14 February 2008 |
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acting in its capacity as Manager of |
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Advent Private Equity Fund III Affiliates |
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/s/Jerry Benjamin |
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General Partner of Advent Venture Partners LLP |
14 February 2008 |
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acting in its capacity as Manager of |
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Advent Management III L.P. |
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/s/Jerry Benjamin |
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General Partner of Advent Venture Partners LLP |
14 February 2008 |
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acting in its capacity as Manager of |
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Advent Private Equity Fund III A LTD Partnership |
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/s/Jerry Benjamin |
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General Partner of Advent Venture Partners LLP |
14 February 2008 |
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acting in its capacity as Manager of |
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Advent Private Equity Fund III B LTD Partnership |
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/s/Jerry Benjamin |
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General Partner of Advent Venture Partners LLP |
14 February 2008 |
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acting in its capacity as Manager of |
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Advent Private Equity Fund III C LTD Partnership |
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/s/Jerry Benjamin |
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General Partner of Advent Venture Partners LLP |
14 February 2008 |
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acting in its capacity as Manager of |
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Advent Private Equity Fund III D LTD Partnership |
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/s/Jerry Benjamin |
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General Partner of Advent Venture Partners LLP |
14 February 2008 |
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acting in its capacity as Manager of |
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Advent Private Equity Fund III GMBH & CO KG |
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/s/Jerry Benjamin |
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Jerry Benjamin |
14 February 2008 |
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