|
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
|
OMB
APPROVAL
OMB
Number: 3235-0145
Expires:
February 28, 2009
Estimated
average burden
hours
per response 14.5
|
|
|
1.
|
Names
of Reporting Persons
|
|
|
Palo
Alto Investors
|
|
|
2.
|
Check
the Appropriate Box if a Member of a Group (See
Instructions)
|
|
|
(a) |
|
|
|
(b)
|
X |
|
|
3.
|
SEC
Use Only
|
|
|
4.
|
Source
of Funds (See Instructions)
|
AF
|
|
|
5.
|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or
2(e) ____
|
|
|
6.
|
Citizenship
or Place of Organization
|
California
|
|
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
|
7. Sole
Voting
Power
0
|
|
8. Shared
Voting
Power
15,002,000
|
|
|
9. Sole
Dispositive
Power
0
|
|
|
10. Shared
Dispositive
Power 15,002,000
|
|
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
15,002,000
|
|
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
|
|
|
13.
|
Percent
of Class Represented by Amount in Row
(11) 4.8%
|
|
|
14.
|
Type
of Reporting Person (See Instructions)
|
CO,
HC
|
|
|
1.
|
Names
of Reporting Persons
|
|
|
Palo
Alto Investors, LLC
|
|
|
2.
|
Check
the Appropriate Box if a Member of a Group (See
Instructions)
|
|
|
|
(a)
|
|
|
|
(b)
|
X |
|
|
3.
|
SEC
Use Only
|
|
|
4.
|
Source
of Funds (See Instructions)
|
AF
|
|
|
5.
|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or
2(e) ____
|
|
|
6.
|
Citizenship
or Place of Organization
|
California
|
|
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
|
7. Sole
Voting
Power 0
|
|
8. Shared
Voting
Power
15,002,000
|
|
|
9. Sole
Dispositive
Power
0
|
|
|
10. Shared
Dispositive
Power 15,002,000
|
|
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
15,002,000
|
|
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares
(See
|
|
|
Instructions)
|
|
|
13.
|
Percent
of Class Represented by Amount in Row (11)
4.8%
|
|
|
14.
|
Type
of Reporting Person (See Instructions)
|
IA,
OO
|
|
|
1.
|
Names
of Reporting Persons
|
|
|
William
Leland Edwards
|
|
|
2.
|
Check
the Appropriate Box if a Member of a Group (See
Instructions)
|
|
|
|
(a) |
|
|
|
(b)
|
X |
|
|
3.
|
SEC
Use Only
|
|
|
4.
|
Source
of Funds (See Instructions)
|
AF,
PF
|
|
|
5.
|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or
2(e) ____
|
|
|
6.
|
Citizenship
or Place of Organization
|
U.S.A
|
|
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
|
7. Sole
Voting
Power
50,000
|
|
8. Shared
Voting
Power
15,002,000
|
|
|
9. Sole
Dispositive
Power
50,000
|
|
|
10. Shared
Dispositive
Power 15,002,000
|
|
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
15,052,000
|
|
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares
(See
|
|
|
Instructions)______
|
|
|
13.
|
Percent
of Class Represented by Amount in Row
(11) 4.8%
|
|
|
14.
|
Type
of Reporting Person (See Instructions)
|
IN,
HC
|
|
|
1.
|
Names
of Reporting Persons
|
|
|
Anthony
Joonkyoo Yun, MD
|
|
|
2.
|
Check
the Appropriate Box if a Member of a Group (See
Instructions)
|
|
|
|
(a)
|
|
|
|
(b)
|
X |
|
|
3.
|
SEC
Use Only
|
|
|
4.
|
Source
of Funds (See Instructions)
|
AF
|
|
|
5.
|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or
2(e) ____
|
|
|
6.
|
Citizenship
or Place of Organization
|
U.S.A.
|
|
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
|
7. Sole
Voting
Power
0
|
|
8. Shared
Voting
Power
15,002,000
|
|
|
9. Sole
Dispositive
Power
0
|
|
|
10. Shared
Dispositive
Power 15,002,000
|
|
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
15,002,000
|
|
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
|
|
|
13.
|
Percent
of Class Represented by Amount in
Row (11)
4.8%
|
|
|
14.
|
Type
of Reporting Person (See Instructions)
|
IN,
HC
|
|
|
(a)
|
William
Leland Edwards, Palo Alto Investors, LLC ("PAI LLC"), Palo Alto Investors
("PAI Corp") and Anthony Joonkyoo Yun, MD (collectively, the
"Filers").
|
|
|
(b)
|
The
business address of the Filers is:
|
|
|
470
University Avenue, Palo Alto,
CA 94301
|
|
|
(c)
|
Present
principal occupation or employment or the Filers and the name, principal
business and address of any corporation or other organization in which
such employment is conducted:
|
|
|
(d)
|
During
the last five years, none of the Filers has been convicted in a criminal
proceeding (excluding traffic violations or similar
misdemeanors).
|
|
|
(e)
|
During
the last five years, none of the Filers was a party to a civil proceeding
of 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.
|
|
|
(f)
|
Mr.
Edwards and Mr. Yun are United States
citizens.
|
|
Purchaser
|
Source of Funds
|
Amount
|
|
PAI
LLC
|
Funds
Under Management
|
$32,303,231
|
|
·
|
the
Issuer shall use its reasonable commercial efforts to cause the 2009
annual and special meeting of shareholders to be held on September 9,
2009, and shall not delay or postpone such meeting date without PAI LLC’s
consent acting reasonably in light of the circumstances unless a quorum is
not obtained or unless the Court of Queen’s Bench of Alberta (acting other
than at the request of the Issuer) requires the meeting date to be
delayed;
|
|
·
|
the
Issuer and, as applicable, the Board of Directors of the Issuer, at the
2009 annual and special meeting, shall nominate (A) the following
individuals who were proposed by PAI LLC: each of Dr. William
Roach, Dr. James M. Funk, Kerry R. Brittain and Marvin M. Chronister and
(B) the following individuals who were proposed by the
Issuer: Gregory Turnbull and Richard Watkins (the persons in
(A) and (B) collectively, the “Nominees”) for election to the Board of
Directors;
|
|
·
|
the
Issuer shall use its reasonable commercial efforts to solicit proxies (A)
to approve an amendment to the Issuer’s by-laws in respect of Canadian
residency requirements, (B) in favor of the election of the Nominees at
the 2009 annual and special meeting, (C) against the election of any
persons, other than the Nominees, as director at the 2009 annual and
special meeting, and (D) against the proposal of any other business
proposed by a person other than the Issuer at the 2009 annual and special
meeting;
|
|
·
|
upon
receipt of approval of the Court of Queen’s Bench of Alberta of the
Settlement Agreement, PAI LLC shall revoke and withdraw the
Requisition;
|
|
·
|
PAI
LLC shall cause all of its common shares of the Issuer to be present at
the 2009 annual and special meeting for quorum purposes and to be voted in
favor of the election of the Nominees;
and
|
|
·
|
the
Issuer shall, within 30 days after exiting the protection of the Canadian
Companies Creditors’
Arrangement Act and upon request from PAI LLC, reimburse PAI LLC
for certain of its expenses.
|
|
Exhibit
A
|
Agreement
Regarding Joint Filing of Statement on Schedule 13D or
13G
|
|
Exhibit
B
|
Correspondence
dated September 29, 2008 between the Issuer's Board of Directors and Palo
Alto Investors incorporated by reference to the Filers’ initial Schedule
13D and Amendment No. 1 thereto both filed September 30,
2008
|
|
Exhibit
C
|
Form
of Warrant to Purchase Shares of Common Stock incorporated by reference to
the Issuer's Form F-3 filed September 26,
2008
|
|
Exhibit
D
|
Form
of Securities Purchase Agreement incorporated by reference to the Issuer's
Form F-3 filed September 26, 2008
|
|
Exhibit
E
|
Form
of Registration Rights Agreement incorporated by reference to the Issuer's
Form F-3 filed September 26, 2008
|
|
Exhibit
F
|
Letter
dated November 5, 2008 from PAI LLC to the Issuer's Board of Directors
incorporated by reference to Amendment No. 2 to this Schedule 13D filed
November 6, 2008
|
|
Exhibit
G
|
Press
Release by PAI LLC dated February 12, 2009 including the text of the
February 11 Letter incorporated by reference to Amendment No. 3 to this
Schedule 13D filed February 12,
2009
|
|
Exhibit
H
|
Requisition
delivered by PAI LLC to the Issuer dated February 17, 2009 incorporated by
reference to Amendment No. 4 to this Schedule 13D filed February 17,
2009
|
|
Exhibit
I
|
Press
Release by PAI LLC dated February 17, 2009 incorporated by reference to
Amendment No. 4 to this Schedule 13D filed February 17,
2009
|
|
Exhibit
J
|
Letter
dated March 10, 2009 from PAI LLC to the Issuer's Board of Directors
incorporated by reference to Amendment No. 5 to this Schedule 13D filed
March 10, 2009
|
|
Exhibit
K
|
Letter
dated March 16, 2009 from PAI LLC to the Issuer's Board of Directors
(attaching the Draft Term Sheet, and the electronic mail message dated
March 10, 2009 from Greg Noval to PAI LLC and Letter dated March 12, 2009
from C. Alexander Squires on behalf of the Issuer's Board of Directors to
PAI LLC) incorporated by reference to Amendment No. 6 to this Schedule 13D
filed March 16, 2009
|
|
Exhibit
L
|
Open
Letter dated April 1, 2009 from PAI LLC to the Issuer's Board of Directors
and Shareholders incorporated by reference to Amendment No. 7 to this
Schedule 13D filed April 1, 2009
|
|
Exhibit
M
|
Letter
dated April 3, 2009 from Blake, Cassels & Graydon LLP to Mr. V. Phil
Lalonde of Brownlee LLP incorporated by reference to Amendment No. 8 to
this Schedule 13D filed April 6,
2009
|
|
Exhibit
N
|
Letter
distributed May 15, 2009 from PAI LLC to certain Shareholders incorporated
by reference to Amendment No. 9 to this Schedule 13D filed May 18,
2009
|
|
Exhibit
O
|
Press
Release by PAI LLC dated May 28, 2009 incorporated by reference to
Amendment No. 10 to this Schedule 13D filed May 28,
2009
|
|
Exhibit
P
|
Notice
of Motion filed by PAI LLC with the Court of Queen’s Bench of Alberta on
June 2, 2009 incorporated by reference to Amendment No. 11 to this
Schedule 13D filed June 2, 2009
|
|
Exhibit
Q
|
Press
Release by PAI LLC dated June 17,
2009
|
|
Exhibit
R
|
Settlement
Agreement between PAI LLC and the Issuer, dated effective August 10,
2009
|
|
Exhibit
S
|
Press
Release by PAI LLC dated September 10,
2009
|
|
PALO
ALTO INVESTORS
By: /s/ Mark
Shamia
Mark Shamia, Chief Operating
Officer
|
PALO
ALTO INVESTORS, LLC
By: /s/ Mark
Shamia
Mark Shamia, Chief Operating
Officer
|
|
/s/ Anthony Joonkyoo Yun
Anthony Joonkyoo Yun,
MD
|
/s/ William Leland Edwards
William Leland
Edwards
|
|
PALO
ALTO INVESTORS
By: /S/
Mark Shamia, Chief Operating Officer
|
PALO
ALTO INVESTORS, LLC
By: /S/
Mark Shamia, Chief Operating Officer
|
|
/S/ Anthony Joonkyoo Yun, MD
|
/S/ William Leland Edwards
|