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PROSPECTUS
SUPPLEMENT NO. 5
(TO
PROSPECTUS DATED February 6, 2009)
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Filed
pursuant to Rule 424(b)(3)
under
the Securities Act of 1933 in connection with
Registration
Statement No. 333-156237
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Common
Stock
This
Prospectus Supplement No. 5 supplements and amends the prospectus dated February
6, 2009 relating to the resale of up to 15,675,000 shares of our common stock by
Kingsbridge Capital Limited (“Kingsbridge”).
This
prospectus supplement should be read in conjunction with the prospectus dated
February 6, 2009, Prospectus Supplement No. 1 dated April 9, 2009, Prospectus
Supplement No. 2 dated May 12, 2009, Prospectus Supplement No. 3 dated September
24, 2009 and Prospectus Supplement No. 4 dated October 13, 2009, which are 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 supplements or amendments 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 December 12, 2008, between Kingsbridge
and ourselves.
The table
appearing under the caption “Selling Stockholder” on page 27 of the prospectus
is hereby further supplemented and amended by adding the following to the end of
footnote (2) to that table, as previously supplemented and amended:
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“On
October 12, 2009, we delivered a notice to Kingsbridge to effect a draw
down of up to $1,900,000. The first trading day of the six-day
pricing period for this draw down was October 13, 2009. In
connection with this draw down, we issued an aggregate of 2,100,790 shares
of our common stock to Kingsbridge at an aggregate purchase price of
$1,900,000. The settlement dates for this draw down were
October 16, 2009 and October 21,
2009.”
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Investing
in our common stock involves significant risks. See “Risk Factors”
beginning on Page 6 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 October 23, 2009.