SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person* Merlin General Partner II LTD (Last) (First) (Middle) 33 KING SSTREET ST. JAMES (Street) LONDON X0 SW1Y6RJ (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 01/04/2006	3. Issuer Name and Ticker or Trading Symbol EPICEPT CORP [ EPCT ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) X Other (specify below) Member 13G Group - see Remarks	5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $0.0001	2,258,916	I(1)	Held by the Merlin Biosciences Fund L.P.
Common Stock, par value $0.0001	135,731	I(1)	Held by the Merlin Biosciences Fund GbR
Common Stock, par value $0.0001	65,406	I(1)	Held by Dr. Hellmut Kirchner

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Common Stock Option (right to buy)	07/19/2004	07/19/2013	Common stock, par value $0.0001	1,875	$2	I(2)	Held by Mr. Mark Docherty

1. Name and Address of Reporting Person* Merlin General Partner II LTD (Last) (First) (Middle) 33 KING SSTREET ST. JAMES (Street) LONDON X0 SW1Y6RJ (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) X Other (specify below) Member 13G Group - see Remarks

1. Name and Address of Reporting Person* Merlin Biosciences Fund L.P. (Last) (First) (Middle) 33 KING STREET ST. JAMES (Street) LONDON X0 SW1Y6RJ (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) X Other (specify below) Member 13G Group - see Remarks

1. Name and Address of Reporting Person* Merlin Biosciences Fund GbR (Last) (First) (Middle) 33 KING STREET ST. JAMES (Street) LONDON X0 SW1Y6RJ (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) X Other (specify below) Member 13G Group - see Remarks

Explanation of Responses:

1. The Merlin Biosciences Fund is a parallel partnership structure and comprises two entities, Merlin Biosciences Fund L.P. ("Merlin L.P.") and Merlin Biosciences Fund GbR ("Merlin GbR"), Both Merlin L.P. and Merlin GbR are controlled by the board of directors of Merlin General Partner II Limited, a Jersey-based limited liability company, which, although owned by Merlin Biosciences Limited, has a board of directors indepdnent of Merlin Biosciences Limited. The board of directors of Merlin General Partner II Limited effectively controls Merlin L.P. and Merlin GbR because it is a General Partner of Merlin L.P. and a Managing Partner of Merlin GbR. Investment decisions are made with a majority of the board of directors of Merlin General Partner II Limited. The board of directors of Merlin General Partner II Limited includes Dr. Hellmut Kirchner.

2. Held in trust by Mr. Mark Docherty, a director of Merlin Biosciences Limited, for The Merlin Biosciences Fund.

Remarks:

See Exhibit 99.1 for the identities of each Reporting Person.

	See Exhibit 99.1 for Signatures	01/04/2006
	** 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 5 (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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