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
X	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* ALTA BIOPHARMA PARTNERS LP (Last) (First) (Middle) C/O ALTA PARTNERS ONE EMBARCADERO CENTER, SUITE 4050 (Street) SAN FRANCISCO CA 94111 (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		2,135,003(1)	A	(4)(5)	2,135,003	I	See footnotes.(2)(3)

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 Convertible Preferred Stock	(4)	02/08/2005		C			1,635,002(4)(6)	(9)	(10)	Common Stock	1,635,002(4)(6)	(4)	0	I	See footnotes.(2)(3)
Series G-1 Convertible Preferred Stock	(5)	02/08/2005		C			66,667(5)(7)	(9)	(10)	Common Stock	125,001(5)(7)	(5)	0	I	See footnotes.(2)(3)
Series H Convertible Preferred Stock	(4)	02/08/2005		C			375,000(4)(8)	(9)	(10)	Common Stock	375,000(4)(8)	(4)	0	I	See footnotes.(2)(3)

1. Name and Address of Reporting Person* ALTA BIOPHARMA PARTNERS LP (Last) (First) (Middle) C/O ALTA PARTNERS ONE EMBARCADERO CENTER, SUITE 4050 (Street) SAN FRANCISCO CA 94111 (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* ALTA BIOPHARMA MANAGEMENT LLC (Last) (First) (Middle) C/O ALTA PARTNERS ONE EMBARCADERO CENTER, SUITE 4050 (Street) SAN FRANCISCO CA 94111 (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* ALTA EMBARCADERO BIOPHARMA PARTNERS LLC (Last) (First) (Middle) C/O ALTA PARTNERS ONE EMBARCADERO CENTER, SUITE 4050 (Street) SAN FRANCISCO CA 94111 (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* ALTA CHASE BIOPHARMA MANAGEMENT LLC (Last) (First) (Middle) C/O ALTA PARTNERS ONE EMBARCADERO CENTER, SUITE 4050 (Street) SAN FRANCISCO CA 94111 (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* ICAgen Chase Partners (Alta Bio). LLC (Last) (First) (Middle) C/O ALTA PARTNERS ONE EMBARCADERO CENTER, SUITE 4050 (Street) SAN FRANCISCO CA 94111 (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. Upon the effective date of the Issuer's Initial Public offering, Alta BioPharma Partners, L.P. beneficially owns 1,327,087 shares of Common Stock, ICAgen Chase Partners (Alta Bio), LLC beneficially owns 757,896 shares of Common Stock, and Alta Embarcadero BioPharma Partners, LLC beneficially owns 50,020 shares of Common Stock.

2. Alta Partners ("AP") provides investment advisory services to several venture capital funds including Alta BioPharma Partners, L.P. ("ABP"), ICAgen Chase Partners (Alta Bio), LLC ("ICP") and Alta Embarcadero BioPharma Partners, LLC ("AEBP"). The respective general partner managing members and members of ABP, ICP and AEBP exercise sole voting and investment power with respect to the shares owned by such funds.

3. Jean Deleage, Guy Nohra, Garrett Gruener, Daniel Janney and Alix Marduel (collectively known as the "Principals") are members of Alta BioPharma Management, LLC ("ABM") (which is the general partner ("gp") of ABP) and AEBP. Jean Deleage and Garrett Gruener (collectivley known as the "Principals") are members of Alta/Chase BioPharma Mangement, LLC (which is the gp of ICP). As general partners, managing members and members of such funds, they may be deemed to share voting and investment powers for the shares held by such funds. The Principals of AP disclaim beneficial ownership of all such shares held by the foregoing funds, except to the extent of their proportionate pecuniary interests therein.

4. The Issuer's Stock will automatically convert into Common Stock on a 1:1 basis upon the closing of the Issuer's Initial Public offering.

5. The Issuer's Stock will automatically convert into Common Stock on a 1:1.875 basis upon the closing of the Issuer's Initial Public offering.

6. Series F Convertible Preferred Stock: Alta BioPharma Partners, L.P. ("ABP") beneficially owns 1,016,294 shares, ICAgen Chase Partners (Alta Bio), LLC ("ICP") beneficially owns 580,402 shares and Alta Embarcadero Partners, LLC ("AEP") beneficially owns 38,306 shares.

7. Series G-1 Convertible Preferred stock: ABP beneficially owns 41,439 shares (convertible into 77,698 shares of Common Stock ("Cm")), ICP beneficially owns 23,666 shares (convertible into 44,374 shares of Cm) and AEP beneficially owns 1,562 shares (convertible into 2,929 shares of Cm). Reflects conversion on a 1:1.875 basis.

8. Series H Convertible Preferred Stock: ABP beneficially owns 233,095 shares, ICP beneficially owns 133,120 shares and AEP beneficially owns 8,785 shares.

9. Immediately.

10. Not applicable.

	Jean Deleage, President	02/02/2005
	** Signature of Reporting Person	Date
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