As
filed with the Securities and Exchange Commission on April 6, 2006
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-3
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
KERYX
BIOPHARMACEUTICALS, INC.
(Exact
name of registrant as specified in charter)
|
Delaware
|
13-4087132
|
|
(State
or other jurisdiction of
incorporation
or organization)
|
(I.R.S.
Employer
Identification
No.)
|
750
Lexington Avenue
New
York, New York 10022
(212)
531-5965
(Address,
including zip code, and telephone number, including area code, of registrant’s
principal executive offices)
Ronald
C. Renaud, Jr.
Senior
Vice President and Chief Financial Officer
Keryx
Biopharmaceuticals, Inc.
750
Lexington Avenue
New
York, New York 10022
(212)
531-5965
(Name,
address, including zip code, and telephone number including area code, of agent
for service)
The
Commission is requested to send copies of all communications to:
Mark
F. McElreath, Esq.
Alston
& Bird LLP
90
Park Avenue
New
York, New York 10016-1387
(212)
210-9400
Approximate
date of commencement of proposed sale to the public: From
time to time after the registration statement becomes effective.
If
the
only securities being registered on this Form are being offered pursuant to
dividend or interest reinvestment plans, please check the following
box. ¨
If
any of
the securities being registered on this Form are to be offered on a delayed
or
continuous basis pursuant to Rule 415 under the Securities Act of 1933, other
than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. x
If
this
Form is filed to register additional securities for an offering pursuant to
Rule
462(b) under the Securities Act, please check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. ¨
If
this
Form is a post-effective amendment filed pursuant to Rule 462(c) under the
Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the state
offering. ¨
If
this
Form is a registration statement pursuant to General Instruction I.D. or a
post-effective amendment thereto that shall become effective upon filing with
the Commission pursuant to Rule 462(e) under the Securities Act, check the
following box. ¨
If
this
Form is a post-effective amendment to a registration statement filed pursuant
to
General Instruction I.D. filed to register additional securities or additional
classes of securities pursuant to Rule 413(b) under the Securities Act, check
the following box. ¨
CALCULATION
OF REGISTRATION FEE
|
|
|
Title
of Each Class of Securities
To
Be Registered
|
Amount
To
Be
Registered
|
Proposed
Maximum
Offering
Price
Per
Unit
|
Proposed
Maximum
Aggregate
Offering
Price
|
Amount
of
Registration Fee
|
|
Common
Stock, $0.001 par value per share
|
300,000
shares
|
$18.64
(1)
|
$5,592,000
(1)
|
$599
|
| |
|
|
|
|
| (1) |
Estimated
solely for purposes of determining the registration fee. This amount,
calculated pursuant to Rule 457(c), was based on the average of the
high
and low prices of the Registrant’s Common Stock on April 3, 2006, as
reported on the Nasdaq Stock
Market.
|
The
Registrant hereby amends this registration statement on such date or dates
as
may be necessary to delay its effective date until the Registrant shall file
a
further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the registration statement shall become
effective on such date as the Securities and Exchange Commission, acting
pursuant to said Section 8(a), may determine.
The
information in this prospectus is not complete and may be changed. The Selling
Stockholder named in this prospectus may not sell these securities until the
registration statement filed with the Securities and Exchange Commission is
effective. This prospectus is not an offer to sell these securities and the
Selling Stockholder named in this prospectus is not soliciting offers to buy
these securities in any jurisdiction where the offer or sale is not
permitted.
Subject
to completion—Dated April 6, 2006
PROSPECTUS
300,000
Shares
Keryx
Biopharmaceuticals, Inc.
Common
Stock
This
prospectus relates to the offer and sale by the Selling Stockholder named herein
of up to an aggregate of 300,000 shares of common stock of Keryx
Biopharmaceuticals, Inc. The Selling Stockholder may, from time to time, sell
any or all of its shares of common stock on the Nasdaq Stock Market or in
private transactions using any of the methods described in the section of this
prospectus entitled “Plan of Distribution.” We will not receive any proceeds
from the sale of the shares of our common stock by the Selling Stockholder.
We
issued these shares of our common stock to the Selling Stockholder in a private
transaction.
Our
common stock is traded on the Nasdaq Stock Market under the symbol “KERX.” On
April 4, 2006, the last sales price for the shares of our common stock as
reported on the Nasdaq Stock Market was $18.19 per share.
Investing
in our common stock involves
risks. See “Risk Factors” beginning on page 18 of our annual report on Form
10-K, which is incorporated by reference into this
prospectus.
Neither
the Securities and Exchange Commission nor any state commission has approved
or
disapproved of these securities or determined if this prospectus is truthful
or
complete. Any representation to the contrary is a criminal
offense.
The
date
of this prospectus is ,
2006
We
are a
biopharmaceutical company focused on the acquisition, development and
commercialization of novel pharmaceutical products for the treatment of
life-threatening diseases, including diabetes and cancer. Our lead compound
under development is Sulonex™ (sulodexide), which we previously referred to as
KRX-101, a first-in-class, oral heparinoid compound for the treatment of
diabetic nephropathy, a life-threatening kidney disease caused by diabetes.
Sulonex is in a pivotal Phase III and Phase IV clinical program under a Special
Protocol Assessment with the Food & Drug Administration. Additionally, we
are developing Zerenex™, an oral, inorganic, iron-based compound that has the
capacity to bind to phosphorous and form non-absorbable complexes. Zerenex
is
currently in Phase II clinical development for the treatment of
hyperphosphatemia (elevated phosphate levels) in patients with end-stage renal
disease. We are also developing clinical-stage oncology compounds, including
KRX-0401, a novel, first-in-class, oral anti-cancer agent that modulates Akt,
a
protein in the body associated with tumor survival and growth, and a number
of
other key signal transduction pathways, including the JNK and MAPK pathways,
which are pathways associated with programmed cell death, cell growth, cell
differentiation and cell survival. KRX-0401 is currently in Phase II clinical
development for multiple tumor types. We also have an active in-licensing and
acquisition program designed to identify and acquire additional drug candidates.
To date, we have not received approval for the sale of any of our drug
candidates in any market and, therefore, have not generated any revenues from
our drug candidates.
We
were
incorporated in Delaware in October 1998. We commenced operations in November
1999, following our acquisition of substantially all of the assets and certain
of the liabilities of Partec Ltd., our predecessor company that began its
operations in January 1997. Our executive offices are located at 750 Lexington
Avenue, New York, New York 10022. Our telephone number is 212-531-5965, and
our
e-mail address is info@keryx.com.
We
file
annual, quarterly and current reports, proxy statements and other information
with the Securities and Exchange Commission, or SEC. You may read and copy,
at
prescribed rates, any documents we have filed with the SEC at its Public
Reference Room located at 100 F Street, N.E., Washington, D.C. 20549. You may
obtain information on the operation of the Public Reference Room by calling
the
SEC at 1-800-SEC-0330. We also file these documents with the SEC electronically.
You can access the electronic versions of these filings on the SEC’s Internet
website found at http://www.sec.gov.
We
make
available free of charge through our Internet website our annual reports on
Form
10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, and any
amendments to these reports, as soon as reasonably practicable after we
electronically file such material with, or furnish such material to, the SEC.
We
are not including the information on our website as a part of, nor incorporating
it by reference into, this prospectus.
This
prospectus is part of a “shelf” registration statement that we filed with the
SEC on behalf of the Selling Stockholder. By using a shelf registration
statement, the Selling Stockholder may sell our common stock, as described
in
this prospectus, from time to time in one or more offerings. Before purchasing
any of our common stock, you should carefully read this prospectus, together
with the additional information incorporated into this prospectus or described
under the heading “Where You Can Find More Information.”
You
should rely only on the information contained or incorporated by reference
in
this prospectus. We have not authorized any other person to provide you with
different information. If anyone provides you with different or inconsistent
information, you should not rely on it. The Selling Stockholder will not make
an
offer to sell our common stock in any jurisdiction where the offer or sale
is
not permitted. You should assume that the information appearing in this
prospectus, as well as information we previously filed with the SEC and have
incorporated by reference, is accurate as of the date on the front cover of
this
prospectus only. Our business, financial condition, results of operations and
prospects may have changed since that date.
The
SEC
allows us to “incorporate by reference” into this prospectus the information we
file with the SEC. This means that we can disclose important information to
you
by referring you to those documents without restating that information in this
document. The information incorporated by reference into this prospectus is
considered to be part of this prospectus, and information we file with the
SEC
after the date of this prospectus will automatically update and supersede the
information contained in this prospectus and documents listed below. We
incorporate by reference into this prospectus the documents listed below, except
to the extent information in those documents differs from information contained
in this prospectus, and any future filings made by us with the SEC under
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934,
as
amended, including exhibits:
|
|
(a) |
Our
Annual Report on Form 10-K for the year ended December 31,
2005;
|
|
|
(b) |
Our
Current Reports on Form 8-K filed with the SEC on January 6, 2006,
February 17, 2006, February 22, 2006, March 23, 2006, March 30, 2006
and
April 6, 2006; and
|
|
|
(c) |
Our
Registration Statement on Form 8-A filed with the SEC on June 30,
2000.
|
We
will
provide to each person, including any beneficial owner, to whom a copy of this
prospectus is delivered, a copy of any or all of the information that we have
incorporated by reference into this prospectus. We will provide this information
upon written or oral request at no cost to the requester. You may request this
information by contacting our corporate headquarters at the following address:
750 Lexington Avenue, New York, New York 10022, Attn: Senior Vice President
and
Chief Financial Officer, or by calling (212) 531-5965.
We
will
not receive any proceeds from the sale of the shares of common stock by the
Selling Stockholder.
We
issued
shares of our common stock in a private placement offering on April 6, 2006.
The
Selling Stockholder, including any non-sale transferees, pledges or donees
or
their successors, may from time to time offer and sell any or all of the common
stock pursuant to this prospectus.
The
Selling Stockholder may offer all, some or none of the common stock. Because
the
Selling Stockholder may offer all or some portion of the common stock, no
estimate can be given as to the amount of the common stock that will be held
by
the Selling Stockholder upon termination of any sales.
|
Name
of Selling Stockholder
|
|
Number
of Shares of Common Stock Beneficially Owned Prior to
Offering
|
|
Number
of Shares of Common Stock Registered Herein
|
|
Number
of Shares of Common Stock Beneficially Owned After this Offering
(1)
|
|
|
AusAm
Biotechnologies, Inc.
|
|
|
0
|
|
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300,000
|
|
|
0
|
|
|
Total
|
|
|
0
|
|
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300,000
|
|
|
0
|
|
| |
|
|
|
|
|
|
|
|
|
|
| (1) |
Assumes
sale of all of the shares of common stock offered
hereby.
|
The
Selling Stockholder and any of its pledgees, assignees and
successors-in-interest may, from time to time, sell any or all of their shares
of common stock on any stock exchange, market or trading facility on which
the
shares are traded or in private transactions. These sales may be at fixed or
negotiated prices. The Selling Stockholder may use any one or more of the
following methods when selling shares:
|
|
• |
ordinary
brokerage transactions and transactions in which the broker-dealer
solicits purchasers;
|
|
|
• |
block
trades in which the broker-dealer will attempt to sell the shares
as agent
but may position and resell a portion of the block as principal to
facilitate the transaction;
|
|
|
• |
purchases
by a broker-dealer as principal and resale by the broker-dealer for
its
account;
|
|
|
• |
an
exchange distribution in accordance with the rules of the applicable
exchange;
|
|
|
• |
privately
negotiated transactions;
|
|
|
• |
settlement
of short sales created
after the date of this prospectus;
|
|
|
• |
broker-dealers
may agree with the Selling Stockholder to sell a specified number
of such
shares at a stipulated price per
share;
|
|
|
• |
a
combination of any such methods of sale;
and
|
|
|
• |
any
other method permitted pursuant to applicable law.
|
The
Selling Stockholder may also sell shares under Rule 144 under the Securities
Act
of 1933, as amended, or the Securities Act, if available, rather than under
this
prospectus. Broker-dealers engaged by the Selling Stockholder may arrange for
other brokers-dealers to participate in sales. Broker-dealers may receive
commissions or discounts from the Selling Stockholder (or, if any broker-dealer
acts as agent for the purchaser of shares, from the purchaser) in amounts to
be
negotiated. The Selling Stockholder does not expect these commissions and
discounts to exceed what is customary in the types of transactions
involved.
The
Selling Stockholder may from time to time pledge or grant a security interest
in
some or all of the shares or common stock owned by them and, if they default
in
the performance of their secured obligations, the pledgees or secured parties
may offer and sell the shares of common stock from time to time under this
prospectus, or under an amendment to this prospectus under Rule 424(b)(3) or
other applicable provision of the Securities Act amending the list of Selling
Stockholders to include the pledgee, transferee or other successors in interest
as Selling Stockholders under this prospectus.
The
Selling Stockholder also may transfer the shares of common stock in other
circumstances, in which case the transferees, pledgees or other successors
in
interest will be the selling beneficial owners for purposes of this
prospectus.
The
Selling Stockholder and any broker-dealers or agents that are involved in
selling the shares may be deemed to be “underwriters” within the meaning of the
Securities Act in connection with such sales. In such event, any commissions
received by such broker-dealers or agents and any profit on the resale of the
shares purchased by them may be deemed to be underwriting commissions or
discounts under the Securities Act. The Selling Stockholder has informed us
that
it does not have any agreement or understanding, directly or indirectly, with
any person to distribute the common stock.
We
are required to pay all fees and expenses that we incur incident to the
registration of the shares. We have agreed to indemnify the Selling Stockholder
against certain losses, claims, damages and liabilities, including liabilities
under the Securities Act.
The
validity of the shares of common stock offered by the Selling Stockholder from
time to time under this prospectus will be passed upon by Alston & Bird LLP,
New York, New York.
The
consolidated financial statements of Keryx Biopharmaceuticals, Inc., a
development stage company, as of December 31, 2005 and 2004, and for each of
the
years in the three-year period ended December 31, 2005, and for the period
from
December 3, 1996 to December 31, 2005, and management’s assessment of the
effectiveness of internal control over financial reporting as of December 31,
2005 have been incorporated by reference herein and in the registration
statement in reliance upon the reports of KPMG LLP, independent registered
public accounting firm, incorporated by reference herein, and upon the authority
of said firm as experts in accounting and auditing.
Keryx
Biopharmaceuticals, Inc.
300,000
Shares of Common Stock
,
2006
PART
II
INFORMATION
NOT REQUIRED IN THE PROSPECTUS
ITEM
14. OTHER
EXPENSES OF ISSUANCE AND DISTRIBUTION.
The
table
below itemizes the expenses payable by the Registrant in connection with the
registration and issuance of the securities being registered hereunder, other
than underwriting discounts and commissions. All amounts except the Securities
and Exchange Commission registration fee are estimated.
|
Securities
and Exchange Commission Registration Fee
|
|
$
|
599
|
|
|
Legal
Fees and Expenses
|
|
|
*
|
|
|
Accountant’s
Fees and Expenses
|
|
|
*
|
|
|
Printing
and Duplicating Expenses
|
|
|
*
|
|
|
Miscellaneous
Expenses
|
|
|
*
|
|
|
Total
|
|
$
|
*
|
|
| |
|
|
|
|
| * |
To
be filed by amendment, Form 8-K or Rule 424
filing.
|
ITEM
15. INDEMNIFICATION
OF DIRECTORS AND OFFICERS.
Under
the
General Corporation Law of the State of Delaware, or DGCL, a corporation may
include provisions in its certificate of incorporation that will relieve its
directors of monetary liability for breaches of their fiduciary duty to the
corporation, except under certain circumstances, including a breach of the
director’s duty of loyalty, acts or omissions of the director not in good faith
or which involve intentional misconduct or a knowing violation of law, the
approval of an improper payment of a dividend or an improper purchase by the
corporation of stock or any transaction from which the director derived an
improper personal benefit. The Registrant’s Amended and Restated Certificate of
Incorporation eliminates the personal liability of directors to the Registrant
or its stockholders for monetary damages for breach of fiduciary duty as a
director with certain limited exceptions as set forth in the DGCL.
Section
145 of the DGCL grants to corporations the power to indemnify each officer
and
director against liabilities and expenses incurred by reason of the fact that
he
or she is or was an officer or director of the corporation if he or she acted
in
good faith and in a manner he or she reasonably believed to be in or not opposed
to the best interests of the corporation and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his or her conduct
was
unlawful. The Registrant’s Amended and Restated Certificate of Incorporation and
Amended and Restated Bylaws provide for indemnification of each officer and
director of the Registrant to the fullest extent permitted by the DGCL. Section
145 of the DGCL also empowers corporations to purchase and maintain insurance
on
behalf of any person who is or was an officer or director of the corporation
against liability asserted against or incurred by him in any such capacity,
whether or not the corporation would have the power to indemnify such officer
or
director against such liability under the provisions of Section 145 of the
DGCL.
ITEM
16. EXHIBITS.
|
Exhibit
Number
|
|
Description
|
|
5.1
|
|
Opinion
of Alston & Bird LLP
|
|
23.1
|
|
Consent
of KPMG LLP
|
|
24.1
|
|
Power
of Attorney (included on the signature page to this Registration
Statement)
|
ITEM
17. UNDERTAKINGS.
A. RULE
415
OFFERING
The
undersigned registrant hereby undertakes:
(1) To
file,
during any period in which offers or sales are being made, a post-effective
amendment to this registration statement:
(i) To
include any prospectus required by Section 10(a)(3) of the Securities Act of
1933;
(ii) To
reflect in the prospectus any facts or events arising after the effective date
of the registration statement
(or the most recent post-effective amendment thereof) which, individually or
in
the aggregate,
represent a fundamental change in the information set forth in the registration
statement. Notwithstanding
the foregoing, any increase or decrease in the volume of securities offered
(if
the total dollar
value of securities offered would not exceed that which was registered) and
any
deviation from the
low
or high end of the estimated maximum offering range may be reflected in the
form
of prospectus
filed with the Commission pursuant to Rule 424(b)) if, in the aggregate, the
changes in volume
and price represent no more than 20% change in the maximum aggregate offering
price set forth
in
the “Calculation of Registration Fee” table in the effective registration
statement; and
(iii) To
include any material information with respect to the plan of distribution not
previously disclosed in the
registration statement or any material change to such information in the
registration statement;
(2) That,
for the
purpose of determining any liability under the Securities Act of 1933, each
such
post- effective
amendment shall be deemed to be a new registration statement relating to the
securities offered therein,
and the offering of such securities at that time shall be deemed to be initial
bona fide offering thereof.
(3) To
remove
from registration by means of a post-effective amendment any of the securities
being registered which
remain unsold at the termination of the offering.
(5) That,
for the
purpose of determining liability under the Securities Act of 1933 to any
purchaser:
(A) Each
prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed
to
be part of the Registration
Statement as of the date the filed prospectus was deemed part of and included
in
the Registration
Statement; and
(B) Each
prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7)
as
part of a Registration
Statement in reliance on Rule 430B relating to an offering made pursuant to
Rule
415(a)(1)(i),
(vii), or (x) for the purpose of providing the information required by Section
10(a) of the Securities
Act of 1933 shall be deemed to be part of and included in the Registration
Statement as of the
earlier of the date such form of prospectus is first used after effectiveness
or
the date of the first contract
of sale of securities in the offering described in the prospectus. As provided
in Rule 430B, for liability
purposes of the issuer and any person that is at that date an underwriter,
such
date shall be deemed
to
be a new effective date of the Registration Statement relating to the securities
in the Registration
Statement to which that prospectus relates, and the offering of such securities
at that time shall
be
deemed to be the initial bona fide offering thereof. Provided, however, that
no
statement made in
a
Registration Statement or prospectus that is part of the Registration Statement
or made in a document
incorporated or deemed incorporated by reference into the Registration Statement
or prospectus
that is part of the Registration Statement will, as to the purchaser with a
time
of contract of sale
prior to such effective date, supersede or modify any statement that was made
in
the Registration Statement
or prospectus that was part of the Registration Statement or made in any such
document immediately
prior to such effective date.
B. Filings
Incorporating Subsequent Exchange Act Documents By Reference
The
undersigned registrant hereby undertakes that, for purposes of determining
any
liability under the Securities Act of 1933, each filing of the registrant’s
annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange
Act
of 1934 (and, where applicable, each filing of an employee benefit plan’s annual
report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that
is
incorporated by reference in the registration statement shall be deemed to
be a
new registration statement relating to the securities offered therein, and
the
offering of such securities at that time shall be deemed to be the initial
bona
fide offering thereof.
H. Request
for Acceleration of Effective Date or Filing of Registration Statement on Form
S-8
Insofar
as indemnification for liabilities arising under the Securities Act of 1933
may
be permitted to directors, officers and controlling persons of the registrant
pursuant to the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act of 1933 and will be governed by the
final adjudication of such issue.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, as amended, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of New York, State of New York, on April 5,
2006.
| |
|
|
| |
KERYX
BIOPHARMACEUTICALS, INC. |
|
|
|
| |
By: |
/s/ Michael
S. Weiss |
| |
|
| |
Name:
Michael S. Weiss
Title:
Chairman and Chief Executive
Officer
|
POWER
OF ATTORNEY
KNOW
ALL
MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints each of Michael S. Weiss and Ronald C. Renaud, Jr.,
his
true and lawful attorney-in-fact and agent, with full power of substitution
and
resubstitution, for him and his name, place and stead, in any and all
capacities, to sign any or all amendments (including pre-effective and
post-effective amendments) to this registration statement, and to file the
same,
with all exhibits thereto and other documents in connection therewith, including
any Registration Statement filed pursuant to Rule 462(b) under the Securities
Act of 1933, with the SEC, granting unto said attorney-in-fact and agent, full
power and authority to do and perform each and every act and thing requisite
and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming
all
that said attorney-in-fact and agent or any of his substitutes, may lawfully
do
or cause to be done by virtue hereof.
Pursuant
to the requirements of the Securities Act of 1933, as amended, this registration
statement has been signed by the following persons in the capacities indicated
as of April 5, 2006.
|
Signatures
|
|
Title
|
| |
|
|
|
/s/
Michael S. Weiss
|
|
Chairman
and Chief Executive Officer (principal executive officer) |
|
Michael
S. Weiss
|
|
|
| |
|
|
|
/s/
Ronald C. Renaud, Jr.
|
|
Senior
Vice President and Chief Financial Officer |
|
Ronald
C. Renaud, Jr.
|
|
(principal
financial and accounting officer)
|
| |
|
|
|
/s/
I. Craig Henderson, M.D.
|
|
Director |
|
I.
Craig Henderson, M.D.
|
|
|
| |
|
|
|
/s/
Malcolm Hoenlein
|
|
Director |
|
Malcolm
Hoenlein
|
|
|
| |
|
|
|
/s/
Lawrence Jay Kessel, M.D.
|
|
Director |
|
Lawrence
Jay Kessel, M.D.
|
|
|
| |
|
|
|
/s/
Eric Rose, M.D.
|
|
Director |
|
Eric
Rose, M.D.
|
|
|
| |
|
|
|
/s/
Lindsay A. Rosenwald, M.D.
|
|
Director |
|
Lindsay
A. Rosenwald, M.D.
|
|
|
| |
|
|
|
/s/
Peter Salomon, M.D.
|
|
Director |
|
Peter
Salomon, M.D.
|
|
|
|
/s/
Jonathan Spicehandler, M.D.
|
|
Director |
|
Jonathan
Spicehandler, M.D.
|
|
|
EXHIBIT
INDEX
|
Exhibit
Number
|
|
Description
|
|
5.1
|
|
Opinion
of Alston & Bird LLP
|
|
23.1
|
|
Consent
of KPMG LLP
|
|
24.1
|
|
Power
of Attorney (included on the signature page to this Registration
Statement)
|