Item
1(a).
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Name
of Issuer:
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Inhibitex,
Inc., a Delaware corporation (the “Issuer”).
Item
1(b).
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Address
of Issuer's Principal Executive
Offices:
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9005
Westside Parkway
Alpharetta,
GA 30009
Item
2(a).
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Name
of Person Filing
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Item
2(b).
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Address
of Principal Business Office or, if None,
Residence
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Biotechnology
Value Fund, L.P. (“BVF”)
900 North
Michigan Avenue, Suite 1100
Chicago,
Illinois 60611
Citizenship:
Delaware
Biotechnology
Value Fund II, L.P. (“BVF2”)
900 North
Michigan Avenue, Suite 1100
Chicago,
Illinois 60611
Citizenship:
Delaware
BVF
Investments, L.L.C. (“BVLLC”)
900 North
Michigan Avenue, Suite 1100
Chicago,
Illinois 60611
Citizenship:
Delaware
Investment
10, L.L.C. (“ILL10”)
900 North
Michigan Avenue, Suite 1100
Chicago,
Illinois 60611
Citizenship:
Illinois
BVF
Partners L.P. (“Partners”)
900 North
Michigan Avenue, Suite 1100
Chicago,
Illinois 60611
Citizenship:
Delaware
BVF
Inc.
900 North
Michigan Avenue, Suite 1100
Chicago,
Illinois 60611
Citizenship:
Delaware
Mark N.
Lampert (“Mr. Lampert”)
900 North
Michigan Avenue, Suite 1100
Chicago,
Illinois 60611
Citizenship:
United States
Each of
the foregoing is referred to as a “Reporting Person” and collectively as the
“Reporting Persons.”
Item
2(d).
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Title
of Class of Securities:
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Common
Stock, par value $0.001 per share (the “Common Stock”)
45719T103
Item
3.
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If
This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c),
Check Whether the Person Filing is
a:
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/x/ Not
applicable.
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(a)
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/
/
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Broker
or dealer registered under Section 15 of the Exchange
Act.
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(b)
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/
/
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Bank
as defined in Section 3(a)(6) of the Exchange
Act.
|
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(c)
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/
/
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Insurance
company as defined in Section 3(a)(19) of the Exchange
Act.
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(d)
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/
/
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Investment
company registered under Section 8 of the Investment Company
Act.
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(e)
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/
/
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An
investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E).
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(f)
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/
/
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An
employee benefit plan or endowment fund in accordance with Rule
13d-1(b)(1)(ii)(F).
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(g)
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/
/
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A
parent holding company or control person in accordance with Rule
13d-1(b)(1)(ii)(G).
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(h)
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/
/
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A
savings association as defined in Section 3(b) of the Federal Deposit
Insurance Act.
|
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(i)
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/
/
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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.
|
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(j)
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/
/
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Group,
in accordance with Rule
13d-1(b)(1)(ii)(J).
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(k)
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/
/
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Group,
in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S.
institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify
the type of institution: ____
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|
(a)
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Amount
beneficially owned:
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As of the
close of business on December 31, 2009, (i) BVF beneficially owned 1,359,531
shares of Common Stock, (ii) BVF2 beneficially owned 938,000 shares of Common
Stock, (iii) BVLLC beneficially owned 3,327,000 shares of Common Stock and (iv)
ILL10 beneficially owned 368,000 shares of Common Stock.
Partners,
as the general partner of BVF and BVF2, the manager of BVLLC and the investment
adviser of ILL10, may be deemed to beneficially own the 5,992,531 shares of
Common Stock beneficially owned in the aggregate by BVF, BVF2, BVLLC and
ILL10.
BVF Inc.,
as the general partner of Partners, may be deemed to beneficially own the
5,992,531 shares of Common Stock beneficially owned by Partners.
Mr.
Lampert, as a director and officer of BVF Inc., may be deemed to beneficially
own the 5,992,531 shares of Common Stock beneficially owned by BVF
Inc.
The
foregoing should not be construed in and of itself as an admission by any
Reporting Person as to beneficial ownership of any shares of Common Stock owned
by another Reporting Person. Each of Partners, BVF Inc. and Mr.
Lampert disclaims beneficial ownership of the shares of Common Stock
beneficially owned by BVF, BVF2, BVLLC and ILL10 and the filing of this
statement shall not be construed as an admission that any such person or entity
is the beneficial owner of any such securities.
Based on
61,522,795 shares of Common Stock outstanding as of November 4, 2009, as
reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities
and Exchange Commission on November 13, 2009. As of the close of
business on December 31, 2009, (i) BVF beneficially owned approximately 2.2% of
the outstanding shares of Common Stock, (ii) BVF2 beneficially owned
approximately 1.5% of the outstanding shares of Common Stock, (iii) BVLLC
beneficially owned approximately 5.4% of the outstanding shares of Common Stock,
(iv) ILL10 beneficially owned less than 1% of the outstanding shares of Common
Stock and (v) each of Partners, BVF Inc. and Mr. Lampert may be deemed to
beneficially own approximately 9.7% of the outstanding shares of Common
Stock.
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(c)
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Number
of shares as to which such person
has:
|
|
(i)
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Sole
power to vote or to direct the vote
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See Cover
Pages Items 5-9.
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(ii)
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Shared
power to vote or to direct the vote
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See Cover
Pages Items 5-9.
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(iii)
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Sole
power to dispose or to direct the disposition
of
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See Cover
Pages Items 5-9.
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(iv)
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Shared
power to dispose or to direct the disposition
of
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See Cover
Pages Items 5-9.
Item
5.
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Ownership
of Five Percent or Less of a Class.
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Not
Applicable.
Item
6.
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Ownership
of More than Five Percent on Behalf of Another
Person.
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Pursuant
to the operating agreement of BVLLC, Partners is authorized, among other things,
to invest the contributed capital of Samana Capital, L.P., the majority member
of BVLLC, in the shares of Common Stock and other securities of the Issuer and
to vote, exercise or convert and dispose of each security, and is entitled to
receive fees based on assets under management and, subject to certain
exceptions, allocations based on realized and unrealized gains on such
assets.
Partners,
BVF Inc. and Mr. Lampert share voting and dispositive power over the shares of
Common Stock beneficially owned by BVF, BVF2, BVLLC and ILL10.
Item
7.
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Identification
and Classification of the Subsidiary That Acquired the Security Being
Reported on by the Parent Holding Company or Control
Person.
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Not
Applicable.
Item
8.
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Identification
and Classification of Members of the
Group.
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See
Exhibit 99.1.
Item
9.
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Notice
of Dissolution of Group.
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Not
Applicable.
By
signing below each of the undersigned certifies that, to the best of its
knowledge and belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing or influencing the
control of the issuer of the securities and were not acquired and are not held
in connection with or as a participant in any transaction having that purpose or
effect.
SIGNATURE
After
reasonable inquiry and to the best of his knowledge and belief, each of the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
BIOTECHNOLOGY
VALUE FUND, L.P.
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INVESTMENT
10, L.L.C.
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By:
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BVF
Partners L.P., its general partner
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By:
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BVF
Partners L.P., its investment manager
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By:
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BVF
Inc., its general partner
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By:
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BVF
Inc., its general partner
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By:
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By:
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Mark
N. Lampert
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Mark
N. Lampert
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President
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President
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BIOTECHNOLOGY
VALUE FUND II, L.P.
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BVF
PARTNERS L.P.
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By:
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BVF
Partners L.P., its general partner
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By:
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BVF
Inc., its general partner
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By:
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BVF
Inc., its general partner
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By:
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Mark
N. Lampert
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By:
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President
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Mark
N. Lampert
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President
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BVF
INVESTMENTS, L.L.C.
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BVF
INC.
|
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By:
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BVF
Partners L.P., its manager
|
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By:
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Mark
N. Lampert
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By:
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BVF
Inc., its general partner
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President
|
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By:
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Mark
N. Lampert
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President
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MARK
N. LAMPERT
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