SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Schor Chen

(Last)

(First)

(Middle)

C/O EPIX PHARMACEUTICALS, INC.

4 MAGUIRE ROAD

(Street)

LEXINGTON

02421

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
EPIX Pharmaceuticals, Inc. [ EPIX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Business Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/16/2006

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	08/16/2006		A		68,940	A	⁽¹⁾	68,940	D

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to Buy)	$2.18	08/16/2006		A		16,073		⁽²⁾	12/15/2013	Common Stock	16,073	⁽²⁾	16,073	D
Stock Option (Right to Buy)	$2.18	08/16/2006		A		114		⁽³⁾	09/23/2013	Common Stock	114	⁽³⁾	114	D
Stock Option (Right to Buy)	$2.18	08/16/2006		A		6,888		⁽⁴⁾	04/29/2014	Common Stock	6,888	⁽⁴⁾	6,888	D
Stock Option (Right to Buy)	$0.98	08/16/2006		A		75,398		⁽⁵⁾	09/23/2014	Common Stock	75,398	⁽⁵⁾	75,398	D
Stock Option (Right to Buy)	$0.98	08/16/2006		A		81,235		⁽⁶⁾	01/18/2015	Common Stock	81,235	⁽⁶⁾	81,235	D
Stock Option (Right to Buy)	$1.74	08/16/2006		A		27,962		⁽⁷⁾	04/28/2015	Common Stock	27,962	⁽⁷⁾	27,962	D

Explanation of Responses:

1. Received in exchange for 83,392 shares of Predix Pharmaceuticals Holdings, Inc. ("Predix") common stock based on an exchange ratio of 0.826702 in connection with the merger of EPIX Pharmaceuticals, Inc. ("EPIX") and Predix (the "Merger") and after EPIX having effected a 1 for 1.5 reverse stock split. On the effective date of the Merger, the closing price of EPIX?s common stock was $4.85 per share.

2. Received in the Merger in exchange for a stock option to acquire 19,444 shares of Predix common stock for $1.80 per share. The terms and provisions of the Predix option plan under which this option was granted will continue to apply to this option. The option began vesting in four annual installments of 25% each on January 16, 2005.

3. Received in the Merger in exchange for a stock option to acquire 138 shares of Predix common stock for $1.80 per share. The terms and provisions of the Predix option plan under which this option was granted will continue to apply to this option. The option vested immediately on September 23, 2003.

4. Received in the Merger in exchange for a stock option to acquire 8,333 shares of Predix common stock for $1.80 per share. The terms and provisions of the Predix option plan under which this option was granted will continue to apply to this option. The option began vesting in 16 quarterly installments of 6.25% each on July 29, 2004.

5. Received in the Merger in exchange for a stock option to acquire 91,207 shares of Predix common stock for $0.81 per share. The terms and provisions of the Predix option plan under which this option was granted will continue to apply to this option. The option vested as to 25% of the shares on December 16, 2004 and vests as to 1/48th of the remaining shares each month thereafter.

6. Received in the Merger in exchange for a stock option to acquire 98,267 shares of Predix common stock for $0.81 per share. The terms and provisions of the Predix option plan under which this option was granted will continue to apply to this option. The option began vesting in 48 approximately equal monthly installments on February 18, 2005.

7. Received in the Merger in exchange for a stock option to acquire 33,824 shares of Predix common stock for $1.44 per share. The terms and provisions of the Predix option plan under which this option was granted will continue to apply to this option. The option began vesting in 48 approximately equal monthly installments on August 1, 2005.

Remarks:

	/s/ Michael Berdik Attorney-in-Fact	08/18/2006
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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