a51981sc13da5.htm

1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Tang Capital Partners, LP
2.	Check the Appropriate Box if a Member of a Group (a) ¨ (b) ý
3.	SEC Use Only
4.	Source of Funds WC
5.	Check If Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e) ¨
6.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power 0
		8.	Shared Voting Power 3,181,760
		9.	Sole Dispositive Power 0
		10.	Shared Dispositive Power 3,181,760
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 3,181,760
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
13.	Percent of Class Represented by Amount in Row (11) 21.3%
14	Type of Reporting Person PN

1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Tang Capital Management, LLC
2.	Check the Appropriate Box if a Member of a Group (a) ¨ (b) ý
3.	SEC Use Only
4.	Source of Funds WC
5.	Check If Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e) ¨
6.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power 0
		8.	Shared Voting Power 3,181,760
		9.	Sole Dispositive Power 0
		10.	Shared Dispositive Power 3,181,760
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 3,181,760
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
13.	Percent of Class Represented by Amount in Row (11) 21.3%
14	Type of Reporting Person OO

1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Kevin C. Tang
2.	Check the Appropriate Box if a Member of a Group (a) ¨ (b) ý
3.	SEC Use Only
4.	Source of Funds PF, WC, OO
5.	Check If Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e) ¨
6.	Citizenship or Place of Organization United States
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power 170,891
		8.	Shared Voting Power 3,335,652
		9.	Sole Dispositive Power 170,891
		10.	Shared Dispositive Power 3,384,652
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 3,555,543
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
13.	Percent of Class Represented by Amount in Row (11) 23.6%
14	Type of Reporting Person IN

Since the date of the last filing on Schedule 13D, on December 19, 2007, Tang Capital Partners, LP purchased 37,731 shares of Ardea Bioscience, Inc.’s (the “Issuer”) common stock through a private placement for $13.25 per share.

Since the date of the last filing on Schedule 13D, on December 31, 2007 and March 31, 2008, Tang Capital Partners, LP received 2,166 shares and 2,488 shares, respectively, of the Issuer’s common stock, as dividends on shares of the Issuer’s Series A Convertible Preferred Stock.

Since the date of the last filing on Schedule 13D, on January 2, 2008, Kevin C. Tang was granted stock options to purchase an aggregate of 20,000 shares of the Issuer’s common stock at an exercise price of $15.69 per share. The stock options are exercisable within 60 days of this Statement.

Since the date of the last filing on Schedule 13D, on May 7, 2008, all 162 shares of the Issuer’s Series A Convertible Preferred Stock held by Tang Capital Partners, LP were automatically converted into shares of common stock. Each share of Series A Convertible Preferred Stock was convertible into a number of shares of common stock equal to $10,000 divided by $1.90072. This resulted in Tang Capital Partners, LP receiving 852,308 shares of the Issuer’s common stock from the conversion.

Each purchaser used its own funds for the purchases, none of which were borrowed or otherwise obtained from any source to acquire the shares.

Item 5. Interest in Securities of the Issuer.

(a) Amount beneficially owned and percentage of class:

Tang Capital Partners, LP	3,181,760 shares, representing 21.3% of the class
Tang Capital Management, LLC	3,181,760 shares, representing 21.3% of the class
Kevin C. Tang	3,555,543 shares, representing 23.6% of the class

Tang Capital Partners, LP is the record and beneficial owner of 3,157,760 shares of the Issuer’s common stock, and has the right to acquire an additional 24,000 shares of common stock upon exercise of warrants it holds .

Tang Capital Management, LLC, as the general partner of Tang Capital Partners, LP, may be deemed to beneficially own the 3,181,760 shares held or acquirable by Tang Capital Partners, LP. Tang Capital Management, LLC shares voting and dispositive power over such shares with Tang Capital Partners, LP and Kevin C. Tang.

Kevin C. Tang is the beneficial owner of 3,555,543 shares of the Issuer’s common stock, comprising 28,953 shares owned by Justin L. Tang under the Uniform Transfers to Minors Act (“UTMA”), for which Kevin C. Tang serves as trustee, 22,477 shares owned by Julian K. Tang under the UTMA, for which Kevin C. Tang serves as trustee, 4,819 shares owned by Noa Y. Tang under the UTMA, for which Kevin C. Tang serves as trustee, 10,803 shares owned by the Tang Advisors, LLC Profit Sharing Plan, for which Kevin C. Tang serves as trustee and is a participant, 129,242 shares held by the Tang Family Trust, for which Kevin C. Tang serves as co-trustee, 15,089 shares held by Kevin C. Tang’s Individual Retirement Account, 88,750 shares issuable upon exercise of options held by Kevin C. Tang within 60 days of this Statement, 6,000 shares owned by the Individual Retirement Account for the benefit of Chang L. Kong (the “Chang IRA”), 6,000 shares owned by the Individual Retirement Account for the benefit of Chung W. Kong (the “Chung IRA”), 37,000 shares owned by Joan M. Lamb, 24,650 shares owned by the Haeyoung and Kevin Tang Foundation, Inc., and 3,181,760 shares held or acquirable by Tang Capital Partners, LP.

Justin L. Tang, Julian K. Tang and Noa Y. Tang are Kevin C. Tang’s children. Kevin C. Tang is a beneficiary of the Tang Family Trust and shares voting and dispositive power over the shares held by the Tang Family Trust with his wife, Haeyoung K. Tang. Chang L. and Chung W. Kong are Kevin C. Tang’s in-laws and Mr. Tang may be deemed to have shared dispositive power over the shares held in the Chang IRA and the Chung IRA. Joan M. Lamb is an acquaintance of Kevin C. Tang and Mr. Tang may be deemed to have shared dispositive power over the shares held by Ms. Lamb. The Haeyoung and Kevin Tang Foundation, Inc. is a private foundation, for which Kevin C. Tang serves as President and Treasurer. Mr. Tang shares voting and dispositive power over the shares held by this foundation with Haeyoung K. Tang. Tang Capital Management, LLC, as the general partner of Tang Capital Partners, LP, and Kevin C. Tang, as the manager of Tang Capital Management, LLC, may also be deemed to beneficially own the shares beneficially owned by Tang Capital Partners, LP. Kevin C. Tang disclaims beneficial ownership of all shares reported herein except to the extent of his pecuniary interest therein. Chang L. and Chung W. Kong are retired U.S. citizens and their address is 6429 Peinado Way, San Diego, CA 92121. Haeyoung K. Tang is a U.S. citizen and shares her residence with Kevin C. Tang. Joan M. Lamb is a U.S. citizen and her address is 1160 Park Avenue, New York, NY 10128. Ms. Lamb is self-employed in the design industry. The Haeyoung and Kevin Tang Foundation, Inc. is a not-for-profit corporation incorporated in the state of Delaware and its address is 4401 Eastgate Mall, San Diego, CA 92121.

	Tang Capital Partners, LP


	By:	Tang Capital Mangement, LLC

	By:	/s/ Kevin C. Tang
		Kevin C. Tang, Manager


	Tang Capital Management, LLC

	By:	/s/ Kevin C. Tang
		Kevin C. Tang, Manager


	/s/ Kevin C. Tang
	Kevin C. Tang

Tang Capital Partners, LP	0 shares
Tang Capital Management, LLC	0 shares
Kevin C. Tang	170,891 shares

Shared power to vote or direct the vote:

Tang Capital Partners, LP	3,181,760 shares
Tang Capital Management, LLC	3,181,760 shares
Kevin C. Tang	3,335,652 shares

Sole power to dispose or direct the disposition:

Tang Capital Partners, LP	0 shares
Tang Capital Management, LLC	0 shares
Kevin C. Tang	170,891 shares

Shared power to dispose or direct the disposition: