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* J P MORGAN PARTNERS SBIC LLC (Last) (First) (Middle) C/O J.P. MORGAN PARTNERS 1221 AVENUE OF THE AMERICAS 40TH FLOOR (Street) NEW YORK NY 10020 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol ICAGEN INC [ ICGN ]	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) 02/08/2005
	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	02/08/2005		C		479,600	A	$0	479,600	D
Common Stock	02/08/2005		C		36,668	A	$0	516,268	D
Common Stock	02/08/2005		C		36,668	A	$0	552,936	D
Common Stock	02/08/2005		C		580,402	A	$0	580,402	I	See footnote(1)
Common Stock	02/08/2005		C		44,374	A	$0	624,776	I	See footnote(1)
Common Stock	02/08/2005		C		133,120	A	$0	757,896	I	See footnote(1)

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
Series F Preferred Stock	(2)	02/08/2005		C			479,600	(4)	(4)	Common Stock	479,600	(5)	0	D
Series G-1 Preferred Stock	(3)	02/08/2005		C			19,556	(4)	(4)	Common Stock	36,668	(5)	0	D
Series H Preferred Stock	(2)	02/08/2005		C			36,668	(4)	(4)	Common Stock	36,668	(5)	0	D
Series F Preferred Stock	(2)	02/08/2005		C			580,402	(4)	(4)	Common Stock	580,402	(5)	0	I	See footnote(1)
Series G-1 Preferred Stock	(3)	02/08/2005		C			23,666	(4)	(4)	Common Stock	44,374	(5)	0	I	See footnote(1)
Series H Preferred Stock	(2)	02/08/2005		C			133,120	(4)	(4)	Common Stock	133,120	(5)	0	I	See footnote(1)

1. Name and Address of Reporting Person* J P MORGAN PARTNERS SBIC LLC (Last) (First) (Middle) C/O J.P. MORGAN PARTNERS 1221 AVENUE OF THE AMERICAS 40TH FLOOR (Street) NEW YORK NY 10020 (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* JP MORGAN PARTNERS BHCA LP (Last) (First) (Middle) J.P. MORGAN PARTNERS 1221 AVENUE OF THE AMERICAS 40TH FLOOR (Street) NEW YORK NY 10020 (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* JPMP MASTER FUND MANAGER L P (Last) (First) (Middle) JP MORGAN PARTNERS LLC 1221 AVENUE OF THE AMERICAS 40TH FLOOR (Street) NEW YORK NY 10020 (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* JPMP CAPITAL CORP (Last) (First) (Middle) C/O J.P. MORGAN PARTNERS, LLC 1221 AVENUE OF THE AMERICAS 40TH FLOOR (Street) NEW YORK NY 10020 (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 amounts shown represent the beneficial ownership of the Issuer's equity securities by Icagen Chase Partners (Alta Bio), LLC ("ICP"). The Reporting Person is a non-managing member of ICP. As a result thereof, the Reporting Person does not have voting or investment power over the shares owned by ICP and, therefore, is not the beneficial owner of the shares held by ICP within the meaning of Section 13(d) of the Securities Exchange Act of 1934, as amended. As a non-managing member of ICP, the Reporting Person has an indirect pecuniary interest in the shares beneficially owned by ICP and disclaims any beneficial ownership in such shares to the extent it exceeds its pecuniary interest therein.

2. Upon the closing of the Issuer's initial public offering of Common Stock, these shares were automatically converted into Common Stock of the Issuer on a 1 for 1 basis.

3. Upon the closing of the Issuer's initial public offering of Common Stock, these shares were automatically converted into Common Stock on a 1 for 1.875 basis.

4. Each of the Series F, G-1, and H Preferred Stock is immediately exercisable. None of such Series has an expiration date.

5. Not applicable.

	J.P. Morgan Partners (SBIC), LLC By: /s/ Jeffrey C. Walker President	02/10/2005
	** Signature of Reporting Person	Date
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