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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* INTERWEST PARTNERS VII L P (Last) (First) (Middle) 2710 SAND HILL ROAD 2ND FLOOR (Street) MENLO PARK CA 94025 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol METABASIS THERAPEUTICS INC [ MBRX ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 09/30/2005
	4. If Amendment, Date of 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

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 Stock	09/30/2005		P		407,124	A	$5.86	2,510,453(1)	D
Common Stock	09/30/2005		P		19,497	A	$5.86	120,220	I	By: InterWest Investors VII, LP(2)

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Common Stock Warrant (right to buy)	$6.74	09/30/2005		P		142,493		03/29/2006	09/30/2010	Common Stock	142,493	$0.125	142,493(1)	D
Common Stock Warrant (right to buy)	$6.74	09/30/2005		P		6,824		03/29/2006	09/30/2010	Common Stock	6,824	$0.125	6,824	I	By: InterWest Investors VII, LP(2)

1. Name and Address of Reporting Person* INTERWEST PARTNERS VII L P (Last) (First) (Middle) 2710 SAND HILL ROAD 2ND FLOOR (Street) MENLO PARK CA 94025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* InterWest Investors VII, LP (Last) (First) (Middle) 2710 SAND HILL ROAD 2ND FLOOR (Street) MENLO PARK CA 94025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* INTERWEST MANAGEMENT PARTNERS VII LLC (Last) (First) (Middle) 2710 SAND HILL ROAD 2ND FLOOR (Street) MENLO PARK CA 94025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Bowsher Stephen C (Last) (First) (Middle) 2710 SAND HILL ROAD 2ND FLOOR (Street) MENLO PARK CA 94025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* CASH HARVEY B (Last) (First) (Middle) 2710 SAND HILL ROAD 2ND FLOOR (Street) MENLO PARK CA 94025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* GIANOS PHILIP T (Last) (First) (Middle) 2710 SAND HILL ROAD 2ND FLOOR (Street) MENLO PARK CA 94025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* HEDRICK W SCOTT (Last) (First) (Middle) 2710 SAND HILL ROAD 2ND FLOOR (Street) MENLO PARK CA 94025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Holmes W Stephen (Last) (First) (Middle) 2710 SAND HILL ROAD 2ND FLOOR (Street) MENLO PARK CA 94025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Kliman Gilbert H (Last) (First) (Middle) 2710 SAND HILL ROAD 2ND FLOOR (Street) MENLO PARK CA 94025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Rosch Thomas L (Last) (First) (Middle) 2710 SAND HILL ROAD 2ND FLOOR (Street) MENLO PARK CA 94025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. The shares are owned by InterWest Partners VII, LP ("IP7") which is under common control with InterWest Investors VII ("II7"). InterWest Management Partners VII, LLC ("IMP7") is the general partner of IP7 and II7. Harvey B. Cash, Philip T. Gianos, W. Scott Hedrick, W. Stephen Holmes, Gilbert H. Kliman, Arnold L Oronsky and Thomas L. Rosch are Managing Directors of IMP7, and Stephen C. Bowsher is a Venture Member of IMP7. Each member of the group disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein.

2. The shares are owned by II7.

Remarks:

Exhibit List Exhibit 99 - Joint Filer Information Exhibit 24 - Power of Attorney

	/s/ Arnold L. Oronsky, Managing Director	10/04/2005
	/s/ Arnold L. Oronsky, Managing Director	10/04/2005
	/s/ Arnold L. Oronsky, Managing Director	10/04/2005
	/s/ Stephen C. Bowsher	10/04/2005
	/s/ Harvey B. Cash	10/04/2005
	/s/ Philip T. Gianos	10/04/2005
	/s/ by Karen A. Wilson Power of Attorney	10/04/2005
	/s/ by Karen A. Wilson Power of Attorney	10/04/2005
	/s/ Gilbert H. Kliman	10/04/2005
	/s/ Thomas L. Rosch	10/04/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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