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PROSPECTUS
SUPPLEMENT NO. 1
(TO
PROSPECTUS DATED MAY 12, 2006)
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Filed
pursuant to Rule 424(b)(3)
under
the Securities Act of 1933 in connection with
Registration
Statement No. 333-133786
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Common
Stock
This
Prospectus Supplement No. 1 supplements and amends the prospectus dated May
12,
2006 relating to the resale of up to 12,167,047 shares of our common stock
by
Kingsbridge Capital Limited (“Kingsbridge”).
This
prospectus supplement should be read in conjunction with the prospectus dated
May 12, 2006, which is to be delivered with this prospectus supplement. This
prospectus supplement is not complete without, and may not be delivered or
utilized except in connection with, the prospectus, including any amendments
or
supplements to it. All references in the prospectus to “this prospectus” are
hereby amended to read “this prospectus (as supplemented and
amended).”
We
are
filing this prospectus supplement to reflect a draw down by us pursuant to
the
Common Stock Purchase Agreement, dated April 17, 2006, between Kingsbridge
and
ourselves.
The
table
appearing under the caption “Selling Stockholder” on page 20 of the prospectus
is hereby supplemented by adding the following to the end of footnote (2) to
that table:
“On
May
12, 2006, the date this prospectus became effective, no draw downs had been
made, and no shares of our common stock had been issued, pursuant to the Common
Stock Purchase Agreement we entered into with Kingsbridge on April 17, 2006.
Since May 12, 2006, we have made the following draw downs pursuant to the Common
Stock Purchase Agreement:
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On
May 16, 2006, we delivered notice to Kingsbridge to effect a draw down
of
up to $2.5 million. The first trading day of the eight day pricing
period
for this draw down was May 17, 2006. In connection with this draw down,
we
issued an aggregate of 1,078,519 shares of our common stock to Kingsbridge
at an aggregate purchase price of $2,187,500. The settlement dates
for
this drawdown were May 23, 2006 and May 30,
2006.”
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In
addition, footnote (1) to the table appearing under the caption “Selling
Stockholder” on page 20 of the prospectus is hereby amended to read as
follows:
“(1) The
address of Kingsbridge is Kingsbridge Capital, PO Box 1075, Attention Tony
Hillman, Elizabeth House, 9 Castle Street, St Helier, Jersey, JE4 2QP, Channel
Islands.”
Investing
in our common stock involves significant risks. See “Risk Factors” beginning on
Page 7 of the prospectus, as well as the section entitled “Risk Factors”
included in our recent quarterly and annual reports filed with the Securities
and Exchange Commission.
Neither
the Securities and Exchange Commission nor any state securities 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 supplement is May 31, 2006.