Washington, D.C. 20549

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

(Date of Event Which Requires Filing of this Statement)

 

 

CUSIP No.		29365M 109

CUSIP No.		29365M 109

CUSIP No.		29365M 109

CUSIP No.		29365M 109

SCHEDULE 13D

Introduction

Bay City Capital LLC, a Delaware limited liability company (“BCC”), hereby files this Amendment No. 1 (this “Amendment”) to its Statement on Schedule 13D filed on November 15, 2007 (the “Statement”) on behalf of the Reporting Persons identified in Item 2 of the Statement pursuant to the Agreement With Respect To Schedule 13D attached to the Statement as Exhibit 7.1.

BCC is the manager of Bay City Capital Management IV, LLC, a Delaware limited liability company (“Management IV”), which is the general partner of Bay City Capital Fund IV, L.P., a Delaware limited partnership (“Fund IV”), and Bay City Capital Fund IV Co-Investment Fund, L.P., a Delaware limited partnership (“Co-Investment IV”). BCC is also an advisor to Fund IV and Co-Investment IV.

Items 3, 4, and 5 of the Statement are hereby amended to the extent hereinafter expressly set forth. All capitalized terms used and not expressly defined herein have the respective meanings ascribed to such terms in the Statement.

Item 3 — Source and Amount of Funds or Other Consideration

Item 3 is hereby amended by adding the following to the end of this item:

On February 19, 2009, Fund IV and Co-Investment Fund IV purchased an aggregate of 1,649,485 shares of common stock of the Issuer, at a price of $1.15 per share, and warrants to purchase 824,742 shares of common stock of the Issuer exercisable after 180 days, at purchase price of $0.125 per share and with an exercise price of $1.38 per share, in a private transaction with the Issuer.

All acquisitions of Issuer securities by Fund IV and Co-Investment IV since the filing of the original Statement have been cash purchases funded by capital contributions from the partners of Fund IV and Co-Investment IV pursuant to pre-existing capital commitments under the terms of the respective limited partnership agreements of Fund IV and Co-Investment IV.

Item 4 — Purpose of Transaction

Item 4 is hereby amended and restated, in its entirety, to read:

The purpose of the transactions listed in Item 3 was to acquire the shares and warrants for investment purposes with the aim of increasing the value of the investment and the Issuer.

Subject to applicable legal requirements, one or more of the Reporting Persons may purchase additional securities of the Issuer from time to time in open market or private transactions, depending on their evaluation of the Issuer’s business, prospects and financial condition, the market for the Issuer’s securities, other developments concerning the Issuer, the reaction of the Issuer to the Reporting Persons’ ownership of the Issuer’s securities, other opportunities available to the Reporting Persons, and general economic, money market and stock market conditions. In addition, depending upon the factors referred to above, the Reporting Persons may dispose of all or a portion of their securities of the Issuer at any time.

Each of the Reporting Persons reserves the right to increase or decrease its holdings on such terms and at such times as each may decide.

Other than as described above in this Item 4, none of the Reporting Persons have any plan or proposal relating to or that would result in: (a) the acquisition by any person of additional securities of the Issuer or the disposition of securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) any change in the Board of Directors or management of the Issuer, including any plans or proposals to change the number or terms of directors or to fill any existing vacancies on the Board of Directors of the Issuer; (e) any material change in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer’s business or corporate structure; (g) any changes in the Issuer’s charter, by-laws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (h) a class of securities of the Issuer being delisted from a national securities exchange or ceasing to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act; or (j) any action similar to those enumerated above.

Carl Goldfischer, a Managing Director of BCC and a member of Management IV, is a director of the Issuer.

Item 5 — Interest in Securities of the Issuer

Item 5 is hereby amended and restated, in its entirety, to read:

		Shares
		Underlying
		Warrants				Shares				Sole				Shared				Sole				Shared
		Held				Held				Voting				Voting				Dispositive				Dispositive				Beneficial				Percentage
Reporting Person		Directly				Directly (5)				Power				Power				Power				Power				Ownership (1)				of Class (2)
Fund IV			53,786				4,349,338				0				4,498,032				0				4,498,032				4,498,032				15	%
Co-Investment IV			1,160				93,748				0				4,498,032				0				4,498,032				4,498,032				15	%
Management IV (3)			0				0				4,498,032				0				4,498,032				0				4,498,032				15	%
BCC (4)			0				0				4,498,032				0				4,498,032				0				4,498,032				15	%

The information required by Item 5 with respect to persons with whom voting or dispositive power is shared is set forth in Items 2 and 3.

The information required by Item 5 with respect to transactions in the common stock of the Issuer during the past 60 days is set forth in Item 3.

To the best knowledge of the Reporting Persons, no person other than the Reporting Persons has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the common stock of the Issuer.

SCHEDULE 13D

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: February 19, 2009