------------------- -----------------
CUSIP NO. 58606R403 13D PAGE 4 OF 9 PAGES
------------------- -----------------
and mRNA II, OBP IV may be deemed to own beneficially the Oxford IV Shares and
the mRNA II Share. By virtue of their relationship as affiliated partnerships
that share a sole general partner, each of the Funds may be deemed to share the
power to direct the disposition and vote of the Oxford IV Shares and the mRNA II
Shares for an aggregate of 4,552,630 shares (the "Firm Shares"). As individual
general partners of OBP IV, each of the General Partners may be deemed to own
beneficially all of the Firm Shares.
As general partners of the general partner of each of (i) Oxford Bioscience
Partners II L.P., a Delaware limited partnership; (ii) Oxford Bioscience
Partners (Adjunct) II L.P., a Delaware limited partnership; (iii) Oxford
Bioscience Partners (GS-Adjunct) II L.P., a Delaware limited partnership; (iv)
Oxford Bioscience Partners II (Annex) L.P., a Delaware limited partnership; and
(v) Oxford Bioscience Partners (Bermuda) II Limited Partnership, a Bermuda
limited partnership (collectively, the "OBP II Funds"), each of Fleming and
Walton may be deemed to own beneficially the 2,361,861 shares of Common Stock
and warrants to purchase 184,210 shares of Common Stock exercisable within 60
days (the "OBP II Warrants") held of record by the OBP II Funds (collectively,
the "OBP II Shares").
Fleming holds options to purchase 50,000 shares of Common Stock exercisable
within 60 days (the "Fleming Options").
Based on the Firm Shares, each Reporting Person, other than Fleming and
Walton, may be deemed to beneficially own 5.5% of the Common Stock of the
Issuer, which percentage is calculated based upon 83,164,101 shares, which
includes 82,243,050 shares reported to be outstanding in the Issuer's most
recent Form 10-Q, which was filed with respect to the period ending September
30, 2008 (the "10-Q Shares"), the Oxford IV Warrants and the mRNA II Warrants.
Based on the Firm Shares, the OBP II Shares and the Fleming Options, Fleming may
be deemed to beneficially own 8.6% of the Common Stock of the Issuer, which
percentage is calculated based upon 83,398,311 shares, which includes the 10-Q
Shares, the Oxford IV Warrants, the mRNA II Warrants, the OBP II Warrants and
the Fleming Options. Based on the Firm Shares and the OBP II Shares, Walton may
be deemed to beneficially own 8.5% of the Common Stock of the Issuer, which
percentage is calculated based upon 83,348,311 shares, which includes the 10-Q
Shares, the Oxford IV Warrants, the OBP II Warrants and the mRNA II Warrants.
As described in Item 4, each of Oxford IV, mRNA II and the Other
Shareholders has agreed, pursuant to the terms of the Tender Agreement, among
other things, to vote to approve the merger contemplated in the Merger Agreement
and has granted Roche a proxy to vote their shares to approve the merger.
The Funds and the Other Shareholders own, in the aggregate, 24,221,466
shares of Common Stock and options and warrants to purchase 6,523,533 shares of
Common Stock.
If the Funds and the Other Shareholders are considered a "group" because of
their participation in the Tender Agreement, each Reporting Person may be deemed
to beneficially own 30,744,999 shares of Common Stock of the Issuer,
representing 34.6% of the Common Stock of the Issuer, which percentage is
calculated based upon the 10-Q Shares and the aggregate options and warrants to
purchase shares of Common Stock held by the Funds and the Other Shareholders
(assuming for purposes herein that all such options and warrants are exercisable
within 60 days). Each Reporting Person disclaims membership in a "group." Each
Reporting Person also disclaims beneficial ownership of any shares of the
Issuer, except for (i) Oxford IV, with respect to the Oxford IV Shares, (ii)
mRNA II, with respect to the mRNA II Shares and (iii) Fleming, with respect to
the Fleming Options.
(b) Regarding the number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
0 shares for each of the Reporting Persons, other
than Fleming, and 50,000 shares for Fleming.
(ii) shared power to vote or to direct the vote:
|