Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
GREAT POINT PARTNERS LLC
  2. Issuer Name and Ticker or Trading Symbol
ADVANCED MAGNETICS INC [AVM]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
2 PICKWICK PLAZA, STE 450
3. Date of Earliest Transaction (Month/Day/Year)
03/02/2006
(Street)

GREENWICH, CT 06830
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Sock 03/02/2006   S   1,680 D $ 25.405 632,026 I By Biomedical Value Fund, L.P. (1)
Common Sock 03/02/2006   S   12,336 D $ 25.39 619,690 I By Biomedical Value Fund, L.P. (1)
Common Sock 03/02/2006   S   3,072 D $ 25.55 616,618 I By Biomedical Value Fund, L.P. (1)
Common Sock 03/02/2006   S   1,488 D $ 25.5 615,130 I By Biomedical Value Fund, L.P. (1)
Common Sock 03/02/2006   S   1,200 D $ 25.45 613,930 I By Biomedical Value Fund, L.P. (1)
Common Sock 03/02/2006   S   288 D $ 25.59 613,642 I By Biomedical Value Fund, L.P. (1)
Common Sock 03/02/2006   S   192 D $ 25.3 613,450 I By Biomedical Value Fund, L.P. (1)
Common Sock 03/02/2006   S   1,820 D $ 25.405 700,484 I By Biomedical Offshore Value Fund, Ltd. (2)
Common Sock 03/02/2006   S   13,364 D $ 25.39 687,120 I By Biomedical Offshore Value Fund, Ltd. (2)
Common Sock 03/02/2006   S   3,328 D $ 25.55 683,792 I By Biomedical Offshore Value Fund, Ltd. (2)
Common Sock 03/02/2006   S   1,612 D $ 25.5 682,180 I By Biomedical Offshore Value Fund, Ltd. (2)
Common Sock 03/02/2006   S   1,300 D $ 25.45 680,880 I By Biomedical Offshore Value Fund, Ltd. (2)
Common Sock 03/02/2006   S   312 D $ 25.59 680,568 I By Biomedical Offshore Value Fund, Ltd. (2)
Common Sock 03/02/2006   S   208 D $ 25.3 680,360 I By Biomedical Offshore Value Fund, Ltd. (2)
Common Sock               52,630 (3) D  

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
GREAT POINT PARTNERS LLC
2 PICKWICK PLAZA
STE 450
GREENWICH, CT 06830
    X    
JAY JEFFREY R
GREAT POINT PARTNERS, LLC
2 PICKWICK PLAZA, SUITE 450
GREENWICH, CT 06830
    X    

Signatures

 GREAT POINT PARTNERS, LLC By: /s/ Dr. Jeffrey R. Jay, M.D., as senior managing member   03/06/2006
**Signature of Reporting Person Date

 /s/ Dr. Jeffrey R. Jay, M.D.   03/06/2006
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Great Point Partners, LLC ("Great Point") is the investment manager of Biomedical Value Fund, L.P. ("BMVF") and by virtue of such status may be deemed to be the beneficial owner of the shares held by BMVF. Dr. Jeffrey R. Jay, M.D., as senior managing member of Great Point ("Dr. Jay"), has voting and investment power with respect to the shares held by BMVF and may be deemed to be the beneficial owner of the shares held by BMVF. Great Point and Dr. Jay disclaim beneficial ownership of the shares held by BMVF, except to the extent of any pecuniary interest, and this report shall not be deemed to be an admission that they are the beneficial owners of such securities.
(2) Great Point is the investment manager of Biomedical Offshore Value Fund, Ltd. ("BOVF") and by virtue of such status may be deemed to be the beneficial owner of the shares held by BOVF. Dr. Jay, as senior managing member of Great Point, has voting and investment power with respect to the shares held by BOVF and may be deemed to be the beneficial owner of the shares held by BOVF. Great Point and Dr. Jay disclaim beneficial ownership of the shares held by BOVF, except to the extent of any pecuniary interest, and this report shall not be deemed to be an admission that they are the beneficial owners of such securities.
(3) Securities held directly by Dr. Jay. None of BMVF, BOVF or Great Point has any pecuniary interest in such securities.

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