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As filed with the Securities and Exchange Commission on     August 2007

Registration No. 333-            



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933


BG Medicine, Inc.
(Exact Name of Registrant as Specified in Its Charter)

Delaware
(State of Incorporation)
  8071
(Primary Standard Industrial
Classification Code Number)
  04-3506204
(I.R.S. Employer
Identification Number)

610 Lincoln Street North
Waltham, Massachusetts 02451
(781) 890-1199
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant's Principal Executive Offices)


Pieter Muntendam, M.D.
President and Chief Executive Officer
BG Medicine, Inc.
610 Lincoln Street North
Waltham, Massachusetts 02451
(781) 890-1199
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)


Copies to:

William T. Whelan, Esq.
Scott A. Samuels, Esq.
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
One Financial Center
Boston, Massachusetts 02111
(617) 542-6000
  Tom van Wijngaarden, Esq.
Stibbe NV
Strawinskylaan 2001
1077 ZZ Amsterdam
The Netherlands
31 20 546 04 16
  Marjorie Sybul Adams, Esq.
Nancy A. Spangler, Esq.
DLA Piper US LLP
1251 Avenue of the Americas
New York, New York 10020
(212) 335-4500

Approximate date of commencement of proposed sale to the public:
As soon as practicable after this registration statement becomes effective.


If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.    o

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o


CALCULATION OF REGISTRATION FEE


Title of Each Class of
Securities to be Registered

  Proposed Maximum
Aggregate
Offering Price(1)(2)

  Amount of
Registration Fee


Common Stock, $0.001 par value per share   $80,000,000   $2,456

(1)
Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended.

(2)
Includes the offering price of shares that the underwriters have the option to purchase to cover overallotments, if any.


        The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.





EXPLANATORY NOTE

        This registration statement relates to the initial public offering of shares of common stock of BG Medicine, Inc. In connection with the offering, BG Medicine will have its shares of common stock listed and admitted to trading on Euronext Amsterdam by NYSE Euronext, or Euronext Amsterdam, which is expected to be the principal trading market for BG Medicine's common stock following the offering. The form of prospectus to be used outside of the United States, or the Dutch Prospectus, will be identical to the form of prospectus to be used in the United States, or the U.S. Prospectus, except that the Dutch Prospectus will have a different cover page and will contain certain additional information on the pages immediately following the cover page. The U.S. Prospectus follows immediately after this Explanatory Note. Following the U.S. Prospectus is the alternate cover page and other pages for the Dutch Prospectus, each of which is marked "Alternate Page for Dutch Prospectus."


The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state or jurisdiction where the offer or sale is not permitted.

PROSPECTUS (Subject to Completion)   Dated 3 August 2007

Shares

LOGO

Common Stock

This is the initial public offering of shares of our common stock. We are offering                  shares of our common stock. Prior to this offering, there has been no public market for our common stock. We intend to apply for admission of our common stock to list and trade on Euronext Amsterdam by NYSE Euronext under the symbol "BGMDX". We expect that the initial public offering price will be between €            and €            per share.

Our business and an investment in our common stock involve significant risks. These risks are described under the caption "Risk Factors" beginning on page 12 of this prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.


 
  Per Share
  Total
Public offering price   €                     €                  

Underwriting discount

 

€                  

 

€                  

Proceeds, before expenses, to BG Medicine, Inc.

 

€                  

 

€                  

The underwriters have a 30-day option to purchase up to an additional            shares from us at the initial public offering price, less the underwriting discount, to cover overallotments.

The underwriters expect to deliver the shares on or about                        2007.


Joint Global Coordinators and Joint Bookrunners

Cowen International Limited   Fortis

Co-Manager

Leerink Swann & Company

                        2007



TABLE OF CONTENTS

 
  Page
Prospectus Summary   1
Risk Factors   12
Special Note Regarding Forward-Looking Statements   31
Important Information   32
Use of Proceeds   36
Dividends and Dividend Policy   37
Capitalization and Indebtedness   38
Dilution   42
Selected Consolidated Financial Information   44
Management's Discussion and Analysis of Financial Condition and Results of Operations   46
Business   61
Management   91
Executive Compensation   98
Major Shareholders   114
Related Party Transactions   117
Description of Capital Stock   120
Market Information   129
Shares Eligible for Future Sale   130
Taxation   133
The Offer   137
Underwriting   141
Selling Restrictions   145
Where You Can Find More Information   149
Legal Matters   152
Experts   152
Summary of Significant Differences Between U.S. GAAP and IFRS   153
Index to Financial Statements   F-1

        You should rely only on the information contained in this prospectus. We have not, and the underwriters have not, authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not, and the underwriters are not, making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus is accurate only as of the date on the front cover of this prospectus. Our business, financial condition, results of operations and prospects may have changed since that date.

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PROSPECTUS SUMMARY

        This summary provides an overview of selected information contained elsewhere in this Prospectus and does not contain all of the information you should consider before investing in our common stock. You should carefully read the Prospectus before investing in our common stock, including the information discussed under "Risk Factors" beginning on page 9 and our consolidated financial statements and notes thereto that appear elsewhere in this Prospectus. As used in this Prospectus, the terms "we," "our," "us," or "the Company" refer to BG Medicine, Inc. and its subsidiary, taken as a whole, unless the context otherwise indicates. Unless otherwise stated, all information in this Prospectus assumes that the Underwriters will not exercise their option to purchase additional shares from us in the Offer.

        Under laws in effect in the states within the European Economic Area, no civil liability will attach to us in respect of this Summary, including the Summary of Terms of the Offer and the Summary Consolidated Financial Data included herein, or any translation thereof, unless it is misleading, inaccurate or inconsistent when read together with the other parts of this Prospectus. Where a claim relating to information contained in this Prospectus is brought before a court, the plaintiff investor may, under the national legislation of the state, be required to bear the costs of translating this Prospectus before the legal proceedings are initiated.

Summary of Our Business

        We are a life sciences company focused on the discovery, development and commercialization of novel molecular diagnostics based on biomarkers to improve patient outcomes and contain healthcare costs. We discover biomarkers and are developing molecular diagnostic tests based on biomarkers that are intended to provide information to physicians that will improve patient treatment decisions. Our molecular diagnostic tests are designed to predict a patient's response to a drug therapy, determine the potential toxicity of therapeutic agents to patients, identify patients who have or are likely to develop a specific disease, predict a patient's prognosis once a disease has been diagnosed and monitor a patient's disease progression or drug response. We discover biomarkers and are developing our product candidates using our proprietary, versatile, scalable technology platform. Our platform is the discovery engine that enables us to identify new biomarkers by integrating and automating the measurement, analysis, characterization and interpretation of proteins and small non-protein biological molecules, or metabolites, collected from bodily fluids. With our robust technology platform, we believe that we are well-positioned to rapidly and cost-effectively discover new high-value biomarkers over a broad range of therapeutic categories that promise to be highly correlated to clinical outcomes. We have validated our technology platform over five years of extensive collaborative research. We have collaborations and initiatives with major pharmaceutical companies, the U.S. Food and Drug Administration, or FDA, and other healthcare organizations. We have created a broad pipeline of product candidates that focus on cardiovascular disease, cancer and central nervous system, or CNS, disorders.

        We have built a proprietary technology platform to discover novel biomarkers that we use to generate new product candidates. Our approach involves the integrated analysis of thousands of precise measurements of proteins, metabolites and nucleic acids. Our technology platform allows us to pursue the most promising commercial opportunities because it is not constrained by biology or specimen type. Moreover, the flexibility of our platform allows us to develop tests that use easily obtainable biological samples, such as blood and urine. We have secured access to clinical samples for biomarker discovery and diagnostic test validation from collaborators. For example, we have established a partnership with Humana Inc., or Humana, a U.S. health insurance company, to enable cost-effective biomarker validation studies among its membership. Our high throughput platform is automated and highly scalable, with capacity, in its current configuration, for 16 to 20 new discovery projects per year. We are able to complete the discovery phase and determine whether to move forward with a particular project within approximately 120 days, on average, after receiving samples. This minimizes costs and enables us to focus solely on projects with higher probabilities of success. Based on our experience to date, at our

1



current capacity, we believe that we will be able to develop and launch up to four new high-value molecular diagnostic tests per year.

        The strength of our technology platform has been validated through our multiple initiatives and collaborations with leading pharmaceutical companies and healthcare organizations. In February 2007, we announced a collaboration with the FDA and seven pharmaceutical companies in one of the projects under the FDA's Critical Path Initiative, called LTBS, or liver toxicity biomarker study, to discover a new biomarker to predict drug-induced human liver toxicity. Because liver toxicity is one of the leading causes of drug failure in clinical trials, a biomarker for liver toxicity could significantly reduce drug failure rates in clinical trials and consequently improve pharmaceutical research and development productivity. In January 2007, we announced that we are leading the HRP initiative for high-risk plaque with Philips Medical Systems Nederland B.V., or Philips, AstraZeneca AB, or AstraZeneca, Merck & Co., Inc., or Merck, and Humana to discover biomarkers for the early detection of coronary artery disease. Last year we entered into a strategic partnership with Philips to discover biomarkers for use in conjunction with Philips' medical technologies for disease diagnosis and patient monitoring. In connection with this partnership, Philips made an equity investment in our company. In addition, we intend to establish a facility at the Philips High Tech Campus in Eindhoven, the Netherlands, to conduct biomarker discovery for ourselves and others, including Philips. We have also collaborated with a number of pharmaceutical companies, including AstraZeneca, the Mitsubishi Pharma Corporation and two other major pharmaceutical companies, on biomarker research related to important diseases or drug effects. We believe that these initiatives and collaborations demonstrate our leadership in the establishment of a new healthcare treatment paradigm and position us to capitalize on the development and commercialization of molecular diagnostic products from biomarkers.

Our Market Opportunity

        We believe that we are at the forefront of a changing healthcare treatment paradigm in which individualized diagnostic information will play an increasingly important role in improving patient care and containing rapidly growing healthcare costs. In recent years, many innovative, high-cost therapies have become available, including drugs that cost in excess of $50,000 per patient annually. However, many of these therapies are effective only in a minority of the patients for whom they are prescribed. Physicians currently have limited tools to identify patients for whom a drug will be effective or safety may be a concern. We are designing our molecular diagnostic product candidates to provide medical professionals with information that facilitates prescribing the right drugs for the right patients at the right time. Health insurance companies are showing an increased willingness to pay for molecular diagnostic tests that promise to contain healthcare costs. As a result, molecular diagnostics is the fastest growing category within the overall in vitro diagnostics market. According to a report published by Kalorama Information, Inc., a division of MarketResearch.com, the field of molecular diagnostics is expected to grow in the seven largest markets around the world from nearly $18 billion in sales in 2006 to $92 billion in 2016, which represents a 17.7% compound annual growth rate, or CAGR. We believe that we are well-positioned to address this market opportunity by capitalizing on the growing demand for more individualized medicine.

Our Product Candidates

        We are leveraging our technology platform, initiatives and collaborations to discover new biomarkers for clinically and commercially important diseases and treatments. From these biomarker discoveries, we aim to create a broad and robust pipeline of molecular diagnostic products with high potential value to improve patient outcomes and contain healthcare costs. Based on the capacity of our technology platform and our experience to date in biomarker discovery, we believe that we can develop and launch up to four new products per year, with the first product expected as soon as 2009. One of our product candidates, in the area of cardiovascular disease, is based on a biomarker we discovered

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that may be used to detect asymptomatic coronary artery stenosis, or narrowing of the arteries leading to the heart. This biomarker could be used to identify patients who would benefit from drug, device, or surgical treatments to prevent heart attacks. Some of our other product candidates that we expect to advance rapidly are based on programs we began recently to discover biomarkers for predicting and monitoring the response of cancer patients to treatment with Herceptin® (trastuzumab) or Avastin® (bevacizumab). To complement our internal discovery efforts, we have also in-licensed a biomarker discovered at the University of Maastricht in the Netherlands that identifies patients at highest risk for adverse outcomes in congestive heart failure, or CHF. Our product pipeline also includes additional molecular diagnostics for cardiovascular disease, cancer, CNS disorders and other diseases. We believe that our technology platform will enable us to maintain a broad product pipeline and thus diversify our product development risk. In addition, we expect our products to have shorter development times and less onerous regulatory requirements than are typical for therapeutic products. As a result, we believe that our product development strategy will allow us to benefit from current healthcare trends with a lower risk approach than a therapeutically focused biotechnology company.

Our Strategy

        Our objective is to become a leader in discovering, developing and commercializing molecular diagnostic products based on biomarkers. We seek to provide physicians with better information for the diagnosis, treatment and monitoring of disease, which we believe will result in improved patient outcomes and more efficient use of healthcare resources. We plan to leverage our technology platform, initiatives and collaborations to discover and develop new molecular diagnostic tests for clinically and commercially important diseases and treatments. Key elements of our strategy include:

    Advancing our pipeline of molecular diagnostic product candidates across a range of therapeutic areas;

    Adopting a multi-pronged approach to the commercialization of our product candidates;

    Maintaining and expanding our technology advantage;

    Aligning ourselves with third-party payors, such as health insurance companies, managed care organizations and government health administrative authorities, to encourage the acceptance of our products; and

    Collaborating with pharmaceutical companies.

Risks Associated with Our Business

        Our business is subject to numerous risks, as described more fully in the section entitled "Risk Factors" immediately following this Prospectus Summary. These risks include risks related to our business and strategy, our intellectual property, the growth of our management team, workforce and facilities, regulatory approval and other government regulations, this Offer and our financial condition. If any of the events or developments described in the section entitled "Risk Factors" occurs, our business, financial condition or results of operations could be negatively affected, and we may be unable to achieve our business objectives.

Additional Information

        We were incorporated in the State of Delaware, United States, in February 2000 under the Delaware General Corporation Law and later that year chose the name Beyond Genomics, Inc. In October 2004, we changed our name to BG Medicine, Inc. We are registered with the Division of Corporations of the Department of State of the State of Delaware, located at John G. Townsend Building, 401 Federal Street, Suite 4, Dover, Delaware 19901, United States, under File No. 3174015. Our principal executive offices are located at 610 Lincoln Street North, Waltham, Massachusetts 02451,

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United States, and our phone number is +1 781 890 1199. Our registered agent in the State of Delaware is Corporation Service Company and the address of our registered office in the State of Delaware is 2711 Centerville Road, Suite 400, City of Wilmington, County of New Castle. Our website address is www.bg-medicine.com. The information contained in, or that can be accessed through, our website is not part of this Prospectus.

        "BG Medicine" and the BG Medicine logo are trademarks of BG Medicine, Inc. in the United States, Canada, Europe and Japan. All other trademarks, service marks, trade names, logos and brand names identified in this Prospectus are the property of their respective owners.

        This Prospectus contains market data and industry forecasts that were obtained from industry publications, third-party market research and publicly available information. These publications generally state that the information contained therein has been obtained from sources believed to be reliable, but the accuracy and completeness of such information is not guaranteed. While we believe that the information from these publications is reliable, we have not independently verified, and make no representation as to the accuracy of, such information.

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SUMMARY OF TERMS OF THE OFFER

Issuer   BG Medicine, Inc., a Delaware corporation with its principal executive offices in Waltham, Massachusetts, United States, and registered with the Division of Corporations of the Department of State of the State of Delaware, located at John G. Townsend Building, 401 Federal Street, Suite 4, Dover, Delaware 19901, United States, under File No. 3174015.
Offer Shares   We are offering up to €        million in newly issued shares, or the Offer Shares, of our common stock, subject to any change by reference to the factors set forth on pages 116 and 117, or the Offer. The actual number of Offer Shares will be published in a pricing statement, which will be deemed a part of this Prospectus and which will be deposited with the Netherlands Authority for the Financial Markets, or the AFM, on or about         2007 and published in the Daily Official List of Euronext Amsterdam (Officiële Prijscourant), or the Daily Official List, and in a national newspaper distributed daily in the Netherlands, subject to acceleration or extension of the timetable of the Offer. The pricing statement will also be placed on the Investor Relations page of our website.
Overallotment Option   We have granted to the Underwriters an option, or the Overallotment Option, exercisable by Cowen International Limited on behalf of the Underwriters within 30 calendar days after the date on which trading in shares of our common stock commences, pursuant to which the Underwriters may require us to issue additional newly issued shares of our common stock at the Offer Price for an amount up to 15% of the amount of the Offer, or the Additional Shares. The Underwriters may exercise this option at their discretion for any purpose in accordance with applicable law, including the purpose of covering short positions created in the initial allotment of Offer Shares.
Shares of Our Common Stock Outstanding   Immediately prior to the Offer, we will have        shares of our common stock outstanding, assuming the conversion of all of our outstanding preferred stock into common stock. See "Description of Capital Stock—Authorized and Outstanding Share Capital."

Immediately after the Offer, we expect to have        shares of our common stock outstanding, assuming we raise €        million in the Offer, no exercise of the Overallotment Option and an Offer Price of €        , the mid-point of the Price Range.
     

5


Share Ownership   Immediately after the Offer, assuming we raise €        million in the Offer, no exercise of the Overallotment Option and an Offer Price of €        , the mid-point of the Price Range, we expect approximately        % of our outstanding shares of capital stock will be owned by entities affiliated with Flagship Ventures, Gilde Europe Food & Agribusiness Fund B.V. and Koninklijke Philips Electronics N.V., or the Major Shareholders, excluding any New Shares which may be acquired by any of the Major Shareholders pursuant to the Offer. See "Major Shareholders."

In case of full exercise of the Overallotment Option, we expect approximately        % of our outstanding shares of capital stock will be owned by the Major Shareholders, assuming we raise €        million in the Offer and an Offer Price of €        , the mid-point of the Price Range.
Offer   The Offer consists of a public offering in the Netherlands and the United States, and an offering to institutional investors in certain other jurisdictions.
Price Range   Between €        and €        , inclusive, per share, or the Price Range.
Offer Price   The price per share that will be paid by investors in the Offer, or the Offer Price, which applies to the New Shares, will be determined by reference to the factors set forth on pages 116 and 117. The Offer Price will be published in a pricing statement which will be deposited with the AFM on or about 2007 and published in the Daily Official List and in a national newspaper distributed daily in the Netherlands, subject to acceleration or extension of the timetable of the Offer. The pricing statement will also be placed on the Investor Relations page of our website and filed with the U.S. Securities and Exchange Commission as a free writing prospectus within the meaning of the U.S. securities laws.
Subscription Period   The period commencing on        2007 at 09:00 CET and ending on        2007 at 17:30 CET, or the Subscription Period.

The timetable of the Offer may be accelerated or extended. Any such acceleration or extension of the timetable for the Offer will be announced in a press release, in the event of an accelerated timetable for the Offer, at least three hours before the proposed expiration of the accelerated Subscription Period or, in the event of an extended timetable for the Offer, at least three hours before the expiration of the original Subscription Period. Any extension of the timetable for the Offer will be for a minimum of one full trading day. The Subscription Period will be for a minimum of six trading days.
     

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Allotment Date   Expected to be on or about        2007, one trading day before the start of trading of the shares of our common stock on Euronext Amsterdam, subject to acceleration or extension of the timetable for the Offer. In the event that the Offer is oversubscribed, an investor may receive a smaller number of New Shares than the investor subscribed for. The Underwriters have discretion to allocate the New Shares among the subscribing investors.
Listing Date   Expected to be on or about        2007, the trading day immediately following the Allotment Date, subject to acceleration or extension of the timetable for the Offer, being the date on which trading, on an "as-if-and-when issued" basis, in our common stock is expected to commence on Euronext Amsterdam, or the Listing Date.
Settlement Date   Expected to be on or about        2007, which is the third trading day following the date on which trading is expected to commence on Euronext Amsterdam, or the Settlement Date, subject to acceleration or extension of the timetable for the Offer.
Underwriting Agreement   We and Cowen International Limited, Fortis Bank (Nederland) N.V. and Leerink Swann & Co., Inc., or the Underwriters, expect to enter into an underwriting agreement on the Allotment Date with respect to the shares being offered.
Joint Global Coordinators and Joint Bookrunners   Cowen International Limited and Fortis Bank (Nederland) N.V.
Use of Proceeds   We intend to raise up to €        million of gross proceeds from the issue of New Shares in the Offer. We intend to use the net proceeds we receive from the Offer, primarily for our discovery and development activities, including expanding and enhancing our discovery laboratory infrastructure and acquiring clinical samples, in-licensing or acquiring additional product candidates or technologies and establishing infrastructure to commercialize our product candidates. See "Use of Proceeds."
Lock-up Arrangements   Pursuant to certain "lock-up" agreements, we and all of our current shareholders, option holders and warrant holders have agreed, subject to certain exceptions, not to dispose in any way of any shares of our common stock and securities convertible into or exchangeable or exercisable for or repayable with shares of our common stock for a minimum period of 365 days from the date of the underwriting agreement, unless Cowen International Limited and Fortis Bank (Nederland) N.V. have given their prior written consent thereto, see "Underwriting—Lock-Up Arrangements."
     

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Withdrawal of the Offer   If closing of the Offer does not take place on the Settlement Date or at all, the Offer will be withdrawn, in which case all subscriptions will be disregarded, any allotments made will be deemed not to have been made, any subscription payments made will be returned without interest or other compensation and all transactions in our common stock on Euronext Amsterdam will be cancelled. All dealings in our common stock on Euronext Amsterdam prior to settlement and delivery are at the sole risk of the parties concerned.
No party, including Euronext Amsterdam, will accept any responsibility or liability for any loss or damage incurred by any person as a result of a withdrawal of the Offer and/or the related annulment of any transaction on Euronext Amsterdam.
Dividends   We have not paid any dividends and do not anticipate paying any dividends for the foreseeable future. See "Dividends and Dividend Policy."
Voting Rights and Ranking   Holders of our common stock, including the New Shares, will be entitled to one vote per share at general meetings of our shareholders. The rights of holders of the New Shares and existing shares of our common stock will rank pari passu with each other. See "Description of Capital Stock."
Payment, Delivery, Clearing and Settlement   Payment for the Offer Shares will take place on the Settlement Date. Delivery of the Offer Shares is expected to take place on or about        2007 through the book entry facilities of Euroclear Netherlands only, in accordance with its normal settlement procedures applicable to equity securities and against payment for the Offer Shares in immediately available funds. Settlement of trades on the Listing Date is expected to take place on the Settlement Date.
Share Trading Information   ISIN Code:

Common Code:

Amsterdam Security Code:

Euronext Amsterdam Symbol: BGMDX
Paying Agent for this Offer and Listing Agent   Fortis Bank (Nederland) N.V.
Transfer Agent and Registrar    

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SUMMARY CONSOLIDATED FINANCIAL DATA

        The following table sets forth our summary consolidated financial data for the periods ended and as of the dates indicated. Our summary consolidated statements of operations data for each of the three years in the period ended 31 December 2006 have been derived from our audited consolidated financial statements and related notes included elsewhere in this Prospectus. The consolidated statement of operations data for the three months ended 31 March 2006 and 2007, and the consolidated balance sheet data as of 31 March 2007 have been derived from our unaudited consolidated financial statements included elsewhere in this Prospectus. These consolidated financial statements from which the summary consolidated financial data set forth below have been derived were prepared in accordance with accounting principles generally accepted in the United States, or U.S. GAAP. U.S. GAAP differs in certain significant respects from International Financial Reporting Standards, or IFRS. For a discussion of the most significant differences between U.S. GAAP and IFRS, see "Summary of Significant Differences between U.S. GAAP and IFRS." Our summary consolidated financial data should be read in conjunction with the sections entitled "Selected Consolidated Financial Information" and "Management's Discussion and Analysis of Financial Condition and Results of

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Operations" and with our audited consolidated financial statements and related notes included elsewhere in this Prospectus.

 
  Three Months Ended 31 March
  Years Ended 31 December
 
 
  2007
  2006
  2006
  2005
  2004
 
 
  (unaudited)

   
   
   
 
 
  (in thousands, except share and per share data)

 
Consolidated Statements of Operations Data:                                
Revenue   $ 1,948   $ 383   $ 6,046   $ 1,532   $ 2,520  
Operating Expenses                                
Research and development expenses     2,672     1,793     7,833     7,131     8,660  
General and administrative expenses     808     565     2,405     2,412     2,571  
Gain on sale of property and equipment                 (307 )   (170 )
   
 
 
 
 
 
  Total operating expenses     3,480     2,358     10,238     9,236     11,061  
   
 
 
 
 
 
  Loss from operations     (1,532 )   (1,975 )   (4,192 )   (7,704 )   (8,541 )
Gain on extinguishment of debt                 1,035     7,228  
Interest income     24         24     22     89  
Interest expense     (29 )   (175 )   (574 )   (1,585 )   (1,463 )
Other income                     104  
   
 
 
 
 
 
  Net loss     (1,537 )   (2,150 )   (4,742 )   (8,232 )   (2,583 )
Dividend on preferred stock                     (539 )
   
 
 
 
 
 
  Net loss attributable to common shareholders   $ (1,537 ) $ (2,150 ) $ (4,742 ) $ (8,232 ) $ (3,122 )
   
 
 
 
 
 
  Net loss attributable to common shareholders per common share—basic and diluted(1)   $ (0.15 ) $ (0.21 ) $ (0.47 ) $ (0.82 ) $ (0.31 )
   
 
 
 
 
 
Weighted-average common shares outstanding—basic and diluted(1)     10,064,289     10,046,320     10,053,352     10,044,023     10,039,176  
   
 
 
 
 
 
Unaudited pro forma basic and diluted net loss per share(1)   $ (0.05 )       $ (0.18 )            
   
       
             
Unaudited shares used to compute pro forma basic and diluted net loss per share(1)     29,501,818           26,759,312              
   
       
             

(1)
An explanation of the method used to calculate basic and diluted net loss per share, the pro forma basic and diluted net loss per share and the weighted average number of shares used in the computation of the per share amounts is contained in the notes to our audited and unaudited consolidated financial statements, which are included elsewhere in this Prospectus.

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Consolidated Balance Sheet Data

 
  As of 31 March 2007
 
  Actual
  Pro Forma(1)
  Pro Forma
as adjusted(2)

 
  (unaudited)
(in thousands)

Current assets   $ 8,092   $ 8,092    
Property and equipment, net     1,471     1,471    
Deposits and other assets     70     70    
   
 
 
Total assets   $ 9,633   $ 9,633    
   
 
 
Current liabilities   $ 10,081   $ 10,081    
Long-term liabilities     4,572     4,572    
Redeemable convertible preferred stock     28,735        
Shareholders' equity (deficit)     (33,755 )   (5,020 )  
   
 
 
Total liabilities, redeemable convertible preferred stock and shareholders' equity (deficit)   $ 9,633   $ 9,633    
   
 
 

(1)
The Pro Forma column gives effect to the conversion of all of our then outstanding preferred stock into 19,437,529 shares of our common stock immediately prior to Settlement on the Settlement Date.

(2)
In addition to the adjustment described in the footnote above, the Pro Forma as adjusted column further reflects, based on an assumed exchange rate of $            per €1.00, which was the Noon Buying Rate on                        2007, (i) our receipt of the estimated net proceeds from the issue of the New Shares in the Offer, after deducting the estimated underwriting fees and commissions and expenses payable by us, based on gross proceeds from the Offer of €             million, or approximately $            , an Offer Price of €            , the mid-point of the Price Range, and no exercise of the Overallotment Option, and (ii) the issuance of approximately            shares of our common stock upon the net exercise of an outstanding warrant immediately prior to the Settlement Date based on an Offer Price of €            , the mid-point of the Price Range. See "Description of Capital Stock."

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RISK FACTORS

        Investing in our common stock involves a high degree of risk. You should carefully consider the risks described below and all of the other information set forth in this Prospectus before deciding to invest in our common stock. If any of the events or developments described below occurs, our business, financial condition or results of operations could be negatively affected. In that case, the trading price of the shares of our common stock could decline, and you could lose all or part of your investment in our common stock.

        Although we believe that the risks and uncertainties described below are our most material risks and uncertainties, they are not the only ones we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also have a material adverse effect on our business, results of operations or financial condition and could negatively affect the price of our common stock. You should review and consider the following risk factors in their entirety as well as the other information contained in this Prospectus.

Risks Related to Our Business and Strategy

    We are an early stage company with a history of losses, we expect to incur losses for at least the next several years, and we may never achieve profitability.

        We have incurred substantial net losses since our inception in February 2000 and we expect to incur net losses for at least the next several years. For the years ended 31 December 2005 and 2006, we incurred net losses of $8.2 million and $4.7 million, respectively, and for the three months ended 31 March 2007, we incurred a net loss of $1.5 million. We expect to continue to incur substantial net losses for at least the next several years. Our accumulated deficit was approximately $38.0 million at 31 March 2007. In the coming years, we expect to devote substantially all of our resources to the discovery of new biomarkers and to the development and commercialization of our existing product candidates and new product candidates. We currently generate limited revenue from our research and development collaboration agreements. As we continue our development of diagnostic products based on biomarkers, our research and development expenses are expected to increase significantly.

    Our business is dependent on our ability to successfully discover and develop novel molecular diagnostic products and services based on biomarkers.

        Apart from our sponsored research activities, we are investing substantially all of our time and resources in the discovery, development and commercialization of novel molecular diagnostic products and services based on biomarkers. The success of our business depends on our ability to develop and commercialize molecular diagnostic products and services based on the candidates that we currently have in our product pipeline, as well as others that we might identify or in-license in the future. We are an early stage company, and we have not yet developed or commercialized any molecular diagnostic product. We cannot be certain that any of our product candidates will complete the development process, or that we will be able to obtain regulatory clearance or approval where required or desirable or commercialize any products that we develop. If we fail to develop our product candidates, we may be unable to generate sufficient revenue to sustain and grow our business, and our business, financial condition and results of operations will be adversely affected.

        Few research and development projects result in commercial products, and perceived viability in early clinical trials often is not replicated in later studies. At any point, we may abandon development of a product candidate or we may be required to expend considerable resources repeating clinical trials, which would adversely impact the timing for generating potential revenue from those product candidates.

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    If we fail to discover and develop molecular diagnostic products at the expected rate, we may be unable to execute our business plan, and our business, financial condition and results of operations may be adversely affected.

        Our success depends on our ability to successfully discover biomarkers that will have meaningful commercial value, and develop and commercialize molecular diagnostic products based on these biomarkers. There are considerable risks surrounding the discovery of biomarkers and the development of molecular diagnostic product candidates based on our biomarker discovery efforts. We are an early stage company and we do not have experience in taking biomarker discovery projects through the discovery and development stages. The science and methods that we are employing are innovative and complex, and it is possible that our discovery and development program will yield fewer than expected molecular diagnostics tests for commercialization, or even none at all. Further, our ability to develop and launch molecular diagnostic tests at the rate we currently expect is dependent on our receipt of substantial additional funding either through this Offer or other financing transactions. If the yield of our discovery and development program is less than we currently expect, we may be unable to execute our business plan, and our business, financial condition and results of operations may be adversely affected.

    If we are unable to execute our commercialization strategy, we may be unable to generate sufficient revenue to sustain our business.

        Our business strategy includes commercializing our molecular diagnostic product candidates through the provision of clinical laboratory services, direct product sales and out-licensing of our products. We have no experience to date in conducting these commercial activities. Our success will depend on our ability to establish laboratory operations in compliance with the Clinical Laboratory Improvement Amendments of 1988, or CLIA, manufacture, directly or indirectly, our diagnostic products, establish, directly or indirectly, a sales force for our products, and enter into collaborations with commercial partners for the possible out-license of our technologies. If we are unable to successfully carry out the many operational activities necessary to execute our commercialization strategy, our business, financial condition and results of operations will be adversely affected.

    If the marketplace does not accept the molecular diagnostic products, if any, that we might develop, we may be unable to generate sufficient revenue to sustain and grow our business.

        Even if we succeed in developing molecular diagnostic products that we believe will be promising commercial products, and in obtaining regulatory clearance or approval, we may not succeed in achieving significant commercial market acceptance for these products. Our ability to successfully commercialize the molecular diagnostic products that we may develop will depend on numerous factors, including:

    whether the medical community accepts that our molecular diagnostic products have sufficient sensitivity and specificity to be meaningful in patient care and treatment decisions;

    whether health insurers and other third-party payors will pay for our products; and

    whether physicians will be willing to order, and patients will be willing to take, tests which may reveal that a standard-of-care or a promising, new treatment should be discontinued for that patient.

        These factors present obstacles to significant commercial acceptance of our potential molecular diagnostic products. If these obstacles arise, we may need to devote substantial time and money in efforts to surmount these obstacles, and we might not be successful. If we fail to successfully commercialize the molecular diagnostic products, if any, that we develop, we may be unable to generate

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sufficient revenue to sustain and grow our business, and our business, financial condition and results of operations may be adversely affected.

    Pharmaceutical companies may attempt to discourage broad market acceptance of some of our potential molecular diagnostic products.

        Some of the molecular diagnostic products that we intend to develop, if and when commercially available, may reduce, either for efficacy or toxicity reasons, the size of the patient population to which certain innovative but high-cost drug therapies are prescribed. As a consequence, we expect that the pharmaceutical companies that have developed these innovative but high-cost therapies in some cases may seek to resist our commercialization efforts and discourage market acceptance of these diagnostic products. If such resistance occurs and is successful, our efforts to achieve market acceptance of our diagnostic products may be harmed and our business, financial condition and results of operations may be adversely affected.

    We are dependent on third parties for the patient samples that are essential to our biomarker discovery and molecular diagnostics product development plans.

        To pursue our biomarker discovery and molecular diagnostics product development program, we will need access, over time, to thousands of patient samples, including blood, plasma, urine and other fluids and tissues. We do not have direct access to a supply of patient samples. As a result, we have made arrangements with third parties, such as academic medical centers and Humana that we believe will give us access to a significant number of patient samples over the coming years. Our ability to access existing samples, or recruit patients for new studies, may be adversely affected by changes in privacy laws governing the use and disclosure of medical information. If we fail to secure and maintain an adequate supply of patient samples, or if our existing supply arrangements are terminated or provide access to fewer samples than expected, our ability to pursue our biomarker discovery and molecular diagnostics development efforts could be compromised. If we are unable to pursue these discovery and development efforts owing to the lack of an adequate supply of patient samples, we may be unable to implement our business plan and our business, financial condition and results of operations may be adversely affected.

    If we are unable to develop products that keep pace with advances and new developments in the diagnosis and treatment of diseases and other medical conditions, or if we develop products targeted at approved drug therapies that do not remain commercially viable, our ability to grow and sustain our business may be limited.

        There have been numerous recent advances in the diagnosis and treatment of diseases and medical disorders, including cardiovascular disease, cancer and central nervous system, or CNS, disorders. The molecular diagnostics product candidates in our product pipeline could become less marketable or even obsolete in the wake of diagnostic or treatment advances that might occur in the future. For example, it is possible that a new drug therapy could be introduced that replaces as the standard of care a drug therapy that is the focus of a product candidate in which we have made a substantial investment. In addition, certain of our product candidates are being designed to predict a patient's response to approved drugs and/or to determine the potential toxicity of those approved drugs in patients. If any of these targeted drugs were not to continue to be commercially viable, for whatever reason, the commercial potential of our related product candidates would be undermined. For example, a recent study published in a leading medical journal suggested an increased cardiovascular risk in patients using Avandia® (rosiglitazone maleate). This may result in a reduction in sales and, if confirmed, withdrawal of the product from the market. A reduction in sales of Avandia or its withdrawal from the market resulting from these safety concerns would reduce the demand for our diagnostic test based on a biomarker that could predict a patient's response to Avandia and could have an adverse effect on us. If

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we are unable to develop products that keep pace with advances and new developments in the diagnosis and treatment of diseases and other medical conditions, or if we develop products targeted at approved drug therapies that do not remain commercially viable, our ability to grow and sustain our business may be limited and our business, financial condition and results of operations may be adversely affected.

    We currently derive a significant portion of our revenue by providing research services to a limited number of companies. If we are unable to sustain or grow our research services revenues pending the commercialization of our product candidates, our ability to execute our plans for the discovery, development and commercialization of novel molecular diagnostics could be adversely affected.

        We currently derive a significant portion of our revenue from a limited number of companies for whom we provide research services. In 2006, for example, four of these companies, each representing at least 10% of our total revenue, in the aggregate represented 94% of our total revenue. If these companies curtail or discontinue the research services they obtain from us and we are unable to generate new research services business from other companies pending the commercialization of our product candidates, our revenue could decline and our ability to execute our plans for the discovery, development and commercialization of novel molecular diagnostics could be adversely affected.

    We rely on certain suppliers for some of our laboratory instruments and may not be able to find replacements in the event our suppliers no longer supply that equipment.

        We rely on certain suppliers for our laboratory instruments and reagents. We rely on mass spectrometry equipment from Applied Biosystems, Waters and Thermo-Fisher to generate the vast majority of data for our research and development projects. We rely on Beckman Coulter to provide the abundant protein removal columns for use with our proteomic mass spectrometer methods and Applied Biosystems for reagents for protein quantification. If we were to lose any of these suppliers, we would have to identify new suppliers with similar instrumentation, reagents and software, capable of supporting our discovery and development efforts based on our proprietary technologies. Even if we were to identify other suppliers, there is no guarantee that we would be able to transfer our technologies to new instruments and equipment with comparable results. Moreover, there can be no assurance that we will be able to enter into agreements with such alternate suppliers on a timely basis on acceptable terms, if at all. The loss of any of these suppliers would have a material adverse effect on us.

    If our research collaborations and initiatives are unsuccessful or otherwise discontinued, this may hamper our ability to perform our molecular diagnostics product development and commercialization efforts.

        We currently have multiple initiatives and collaborations with leading pharmaceutical and medical products companies, healthcare organizations and the U.S. Food and Drug Administration, or FDA. These initiatives and collaborations provide us with access to patients and patient samples, sources of biomarkers and intellectual property rights that we intend to use to develop molecular diagnostic products. They also provide sources of revenue and bolster our reputation in the scientific community. For example, through our participation in the HRP initiative, we and other participants in the HRP initiative have unrestricted access to use of the data and the right to practice any inventions arising from the HRP initiative, including development and commercialization of blood biomarkers. If these companies and organizations were to discontinue their participation with us, or if we fail to enter into new collaborations or recruit additional participating companies for these initiatives, we could be forced to discontinue or curtail these initiatives. This may adversely affect our ability to perform our product candidate development and commercialization efforts, including by limiting our access to patient populations from which we can recruit for future projects.

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    We expect to face intense competition, often from companies with greater resources and experience than us.

        The molecular diagnostics industry is highly competitive and subject to rapid change. The industry continues to expand and evolve as an increasing number of competitors and potential competitors enter the market. We expect many of these competitors and potential competitors to have substantially greater financial, technological, managerial and research and development resources and experience than us. We further expect some of these competitors and potential competitors to have more experience than us in the development of diagnostic products, including validation procedures and regulatory matters. In addition, we expect that our molecular diagnostic products, if successfully developed, will compete with product offerings from competitors, including potentially large and well-established companies, that have greater marketing and sales experience and capabilities than us. If we are unable to compete successfully, we may be unable to grow and sustain our revenue and our business, financial condition and results of operations may be adversely affected.

    Our product development efforts for our own initiatives may place us in direct competition with some of our current customers and collaborative partners, which could adversely affect our business, financial condition and results of operations.

        We currently provide biomarker discovery and analysis services to pharmaceutical companies and other entities. Such services have generated almost all of our revenue since inception, and will continue to represent a substantial portion of our revenue until such time, if ever, that we commercialize any of our molecular diagnostic tests. Our own efforts to discover biomarkers and to develop molecular diagnostic tests, especially tests for the efficacy of existing drug therapies, may place us into a direct conflict with some of the companies for whom we provide services. Such conflicts of interest could cause these companies to discontinue their use of our services and discourage other companies from seeking out our services. This would have a material adverse effect on our revenue and results of operations. In addition, our initiatives could place us in competition with some of our current collaborative partners who are seeking to develop their own diagnostic or prognostic products. As a result, our collaborators could refuse to continue to collaborate with us or other potential collaborators could be discouraged from entering into arrangements with us, which could adversely affect our business, financial condition and results of operations.

    If lower cost drug therapies or low priced diagnostic tests emerge in the marketplace, our ability to successfully commercialize our diagnostic products may be harmed and our business, financial condition and results of operations may be adversely affected.

        We expect that the molecular diagnostic tests that we are seeking to develop, if and when commercialized, will frequently be ordered to help physicians assess whether patients should receive innovative but high-cost drug therapies for particular diseases and conditions, and also to help health insurers and other third-party payors decide whether to reimburse the costs of these innovative but high-cost drug therapies. These innovative drug therapies that have been introduced in recent years, and that we expect will continue to be introduced in the coming years, often cost over $50,000, and sometimes over $100,000, on a per patient per year basis. In light of the high costs of these innovative drug therapies, we expect health insurers and other third-party payors to be generally willing to reimburse the costs of our molecular diagnostic products, which in some cases may cost more than $1,000 per test. However, if less expensive drug therapies become available and displace the high-cost therapies as the standard of care for the given diseases or conditions, or if our competitors are able to market lower cost diagnostic tests, the demand for our diagnostic products may decrease. Under such circumstances, we may be unable to successfully commercialize our products, or we may be forced to sell our products at prices that prevent us from becoming profitable or recovering our investments in these products, and our business, financial condition and results of operations may be adversely affected.

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    We may need to raise additional capital in the future, and if we are unable to secure adequate funds on terms acceptable to us, we may be unable to execute our business plan and our business, financial condition and results of operations may be adversely affected.

        We expect to continue to incur substantial net losses for at least the next several years. Even if the Offer is successful, our cash balances may not be sufficient to fund our business until, if ever, we can fund our business from operating cash flows. If we need to raise additional funds in the future, we expect that we would attempt to raise these funds through the issuance of equity or debt securities, or a combination thereof, in the public or private markets. Such additional financing opportunities may not be available to us, or if available, may not be on favorable terms. The availability of financing opportunities will depend on various factors, such as market conditions and our financial condition and outlook. Any future equity financing would likely result in substantial dilution to our shareholders. If we raise additional funds by issuing debt, we may be subject to limitations on our operations, through debt covenants or other restrictions. If adequate and acceptable financing is not available, we may have to delay or abandon the development or commercialization of certain of our product candidates or license to third parties the rights to commercialize certain of our products candidates or technologies that we would otherwise seek to commercialize ourselves. If funding constraints reduce our ability to successfully execute our business plan, our business, financial condition and results of operations may be adversely affected.

Risks Related to Our Intellectual Property

    If the combination of patents, trade secrets and contractual provisions that we rely on to protect our intellectual property proves inadequate, our ability to successfully commercialize our product candidates will be harmed and we may never be able to operate our business profitably.

        Our success depends, in large part, on our ability to protect proprietary methods and technologies that we develop under the patent and other intellectual property laws of the United States and other countries, so that we can prevent others from unlawfully using our inventions and proprietary information. We rely on both patents and trade secrets to protect the proprietary aspects of our technology platform. For our biomarkers and the molecular diagnostics tests we develop based on these biomarkers, we expect to rely on patent protection. We have filed or have rights to a number of patent applications related to our biomarkers, but we do not yet have any issued patents in the United States or Europe on our biomarkers. Moreover, we cannot assure you that any of the pending patent applications will result in issued patents.

        The patentability of molecular biomarkers and of test methods and products based on biomarkers is well-established in most countries. However, a detailed interpretation of any specific patent position, including ours, is generally highly uncertain and involves complex legal and factual considerations and has in recent years been the subject of much litigation. The validity, enforceability and commercial value of our patent rights, therefore, are highly uncertain.

        In addition, we cannot be certain that we hold the rights to the technology covered by our pending patent applications or to other proprietary technology required for us to commercialize our proposed products. Rights in applications filed by us or our licensors may be affected adversely by patent applications filed by others which have not yet been published. For example, because certain U.S. patent applications are confidential until patents issue, such as applications filed prior to 29 November 2000, or applications filed after this date which will not be filed in foreign countries, third parties may have filed patent applications for technology covered by our pending patent applications without our being aware of those applications, and our patent applications may not have priority over those applications. For this and other reasons, we may be unable to secure desired patent rights, thereby losing desired exclusivity. Thus, it is possible that one or more organizations will hold patent rights to

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which we will need a license. If those organizations refuse to grant us a license to such patent rights on reasonable terms, we will not be able to market our products.

    If third parties assert that we have infringed their patents and proprietary rights or challenge the validity of our patents and proprietary rights, we may become involved in intellectual property disputes and litigation that would be costly, time consuming, and delay or prevent the development or commercialization of our product candidates.

        Our ability to commercialize our product candidates depends on our ability to develop, manufacture, market and sell our product candidates without infringing the proprietary rights of third parties. Third parties may allege that our product candidates infringe their intellectual property rights. Numerous U.S. and foreign patents and pending patent applications, which are owned by third parties, exist in fields that relate to our product candidates and our underlying technology, including patents and patent applications claiming biomarkers, biomarker sets, methods for their discovery, and assay systems and methods designed to exploit them clinically in drug discovery efforts or in selection of patients.

        A third party may sue us for infringing its patent rights. Likewise, we may need to resort to litigation to enforce a patent issued or licensed to us or to determine the scope and validity of third-party proprietary rights. In addition, a third party may claim that we have improperly obtained or used its confidential or proprietary information. The cost to us of any litigation or other proceeding relating to intellectual property rights, even if resolved in our favor, could be substantial, and the litigation would divert our management's attention from other aspects of our business. Some of our competitors may be able to sustain the costs of complex patent litigation more effectively than we can because they have substantially greater resources. Uncertainties resulting from the initiation and continuation of any litigation could limit our ability to continue our operations.

        If we are found to infringe upon intellectual property rights of third parties, we might be forced to pay damages, potentially including treble damages, if we are found to have willfully infringed on such parties' patent rights. In addition to any damages we might have to pay, a court could require us to stop the infringing activity or obtain a license. Any license required under any patent may not be made available on commercially acceptable terms, if at all. In addition, such licenses are likely to be non-exclusive and, therefore, our competitors may have access to the same technology licensed to us. If we fail to obtain a required license and are unable to design around a patent, we may be unable to effectively market some of our technology and products, which could limit our ability to generate revenue or achieve profitability and possibly prevent us from generating revenue sufficient to sustain our operations. Moreover, we expect that a number of our collaborations will provide that royalties payable to us for licenses to our intellectual property may be offset by amounts paid by our collaborators to third parties who have competing or superior intellectual property positions in the relevant fields, which could result in significant reductions in our revenue from products developed through collaborations.

        Many of our employees were previously employed at universities or other biotechnology, pharmaceutical or diagnostic products companies, including our competitors or potential competitors. While we try to ensure that our employees do not use the proprietary information or know-how of others in their work for us, we may be subject to claims that we or these employees have inadvertently or otherwise used or disclosed the former employer's intellectual property, trade secrets or other proprietary information. Litigation based on such allegations may be brought against us, and even if we are successful in defending ourselves, we could incur substantial costs and our management could be distracted. If we fail in defending such allegations, in addition to paying monetary damages, we may lose valuable intellectual property rights or personnel.

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    If we are unable to protect our trade secrets, we may be unable to protect our interests in proprietary technology, processes and know-how that is not patentable or for which we have elected not to seek patent protection.

        In addition to patented technology, we rely upon unpatented proprietary technology, processes and know-how, including particularly our biomarker discovery platform. In an effort to protect our unpatented proprietary technology, processes and know-how, we require our employees, consultants, collaborators, contract manufacturers and advisors to execute confidentiality agreements. These agreements, however, may not provide us with adequate protection against improper use or disclosure of confidential information, in particular as we are required to make such information available to a larger pool of people as we seek to expand our discovery and development efforts and commercialize our product candidates. These agreements may be breached, and we may not become aware of, or have adequate remedies in the event of, any such breach. In addition, in some situations, these agreements may conflict with, or be subject to, the rights of third parties with whom our employees, consultants, collaborators, contract manufacturers or advisors have previous employment or consulting relationships. Also, others may independently develop substantially equivalent technology, processes and know-how or otherwise gain access to our trade secrets. If we are unable to protect the confidentiality of our proprietary technology, processes and know-how, competitors may be able to use this information to develop products that compete with our products, which could adversely impact our business.

    If we fail to comply with our obligations in the agreements under which we license development or commercialization rights to products or technology from third parties, we could lose license rights that are important to our business.

        Several of our collaboration agreements provide for licenses to us of intellectual property that is important to our business, and we may enter into additional agreements in the future that provide licenses to us of valuable technology. These licenses impose, and future licenses may impose, various commercialization, milestone and other obligations on us. If we fail to comply with these obligations, the licensor may have the right to terminate the license even where we are able to achieve a milestone or cure a default after a date specified in an agreement, in which event we would lose valuable rights and our ability to develop our product candidates. We may need to license other intellectual property to commercialize future product candidates. Our business may suffer if any current or future licenses terminate, if the licensors fail to abide by the terms of the license or fail to prevent infringement by third parties, if the licensed patents or other rights are found to be invalid or if we are unable to enter into necessary licenses on acceptable terms.

Risks Related to the Growth of Our Management Team, Workforce and Facilities

    Our future success depends on our ability to retain our Chief Executive Officer, our Chief Technology Officer, our Chief Scientific Officer and other key executives and to attract, retain, and motivate qualified personnel.

        We are a small company with 41 employees as of 30 June 2007. Our success depends on our ability to attract, retain and motivate highly qualified management and scientific personnel. In particular, we are highly dependent on Pieter Muntendam, our President and Chief Executive Officer; Stephen Martin, our Chief Technology Officer; Robert McBurney, our Chief Scientific Officer; and the other principal members of our executive team. All of the arrangements with the principal members of our executive and scientific teams may be terminated by us or the employee at any time without notice. Although we do not have any reason to believe that we may lose the services of any of these persons in the foreseeable future, the loss of the services of any of these persons might impede the achievement of our research, development and commercialization objectives.

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        Recruiting and retaining qualified scientific personnel and, in the future, sales and marketing personnel will also be critical to our success. We may not be able to attract and retain these personnel on acceptable terms given the competition among pharmaceutical, biotechnology and diagnostic companies for similar personnel. We also experience competition for the hiring of scientific personnel from universities and research institutions. We do not maintain "key person" insurance on any of our employees. In addition, we rely on consultants and advisors, including scientific and clinical advisors, to assist us in formulating our research and development and commercialization strategy. Our consultants and advisors may be employed by employers other than us and may have commitments under consulting or advisory contracts with other entities that may limit their availability to us.

    We expect to expand our development, clinical research, and marketing capabilities, and as a result, we may encounter difficulties in managing our growth, which could disrupt our operations.

        We expect to experience significant growth in the number of our employees and the scope of our operations. To manage our anticipated future growth, we must continue to implement and improve our managerial, operational, and financial systems, expand our facilities, and continue to recruit and train additional qualified personnel. Due to our limited resources, we may not be able to effectively manage the expansion of our operations or recruit and train additional qualified personnel. The physical expansion of our operations may lead to significant costs and may divert our management and business development resources. Any inability to manage growth could delay the execution of our business plans or disrupt our operations.

    If our sole laboratory facility becomes damaged or inoperable, our ability to pursue our discovery and development efforts may be jeopardized.

        We currently perform all of our biomarker discovery and diagnostic products development work in our laboratories at our headquarters in Waltham, Massachusetts. At the present time, we do not have redundant laboratory facilities. Our facilities could be harmed or rendered inoperable by natural or man-made disasters, including fire, flooding and power outages, which may render it difficult or impossible for us to perform our biomarker discovery and molecular diagnostics testing work for some period of time. Our facilities and the equipment we use to perform our discovery and development work could be costly and time-consuming to repair or replace. Although we possess insurance for damage to our property and the disruption of our business, this insurance may not be sufficient to cover all of our potential losses and may not continue to be available to us on acceptable terms, or at all. If we were to lose our laboratory facilities for any extended period of time, our discovery and development projects could be delayed, and our reputation and relationships with collaborators could be harmed.

    In addition to maintaining our laboratory in the United States, we intend to conduct our testing services in other countries, and the success of our business depends on these laboratories maintaining the required quality of operations and regulatory compliance.

        As part of our commercialization plan, we may conduct testing services outside of the United States. In addition, we intend to establish a facility at the Philips High Tech Campus in Eindhoven, the Netherlands, to conduct biomarker discovery for ourselves and others, including Philips. As a result of our testing and other work outside of the United States, we will be subject to the standards and requirements imposed by local and national regulatory agencies. We have no experience complying with the regulations imposed by these agencies. Should we fail to meet and maintain regulatory compliance in these regions, we would be incapable of continuing our business operations outside of the United States.

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    We are, and expect to continue to be, subject to risks associated with international business activities that could harm our financial condition and results of operations.

        We have had and continue to have ongoing business arrangements with multiple international partners, including AstraZeneca, the Mitsubishi Pharma Corporation, Philips and other major pharmaceutical companies. The success of our international business activities depends upon a number of factors beyond our control, including:

    reduced protection for intellectual property rights in some countries;

    export restrictions, trade regulations and foreign tax laws;

    fluctuating foreign currency exchange rates;

    foreign certification and regulatory requirements;

    lengthy payment cycles and difficulty in collecting accounts receivable;

    customs clearance and shipping delays; and

    political and economic instability.

    Failure in our information technology and storage systems could significantly increase turnaround time, otherwise disrupt our operations, or lead to increased competition by other providers of molecular diagnostic services, all of which could adversely impact our development and commercialization efforts.

        We use information systems extensively in virtually all aspects of our business, including laboratory testing, data analysis, reporting, client service, logistics, finance and management of medical data. Our ability to execute our business plan depends, in part, on the continued and uninterrupted performance of our information technology systems, or IT systems. IT systems are vulnerable to damage from a variety of sources, including telecommunications or network failures, malicious human acts and natural disasters. Moreover, despite network security measures, some of our servers are potentially vulnerable to physical or electronic break-ins, computer viruses and similar disruptive problems. Despite the precautionary measures we have taken to prevent unanticipated problems that could affect our IT systems, sustained or repeated system failures that interrupt our ability to generate and maintain data could adversely affect our reputation and result in a loss of clients and revenue.

    If we become subject to product liability claims, we may be required to pay damages that exceed our insurance coverage, and such claims may harm our business in other ways.

        Our business exposes us to potential product liability claims that are inherent in the testing, production, marketing and sale of molecular diagnostic products. We will need to obtain product liability insurance for the development and commercialization of our product candidates. We cannot be certain whether we will be able to secure such insurance on commercially reasonable terms, or at all. A product liability claim in excess of any insurance coverage we may obtain would have to be paid out of our cash reserves and could harm our business. In addition, an injunction against one of our product candidates could harm our business.

        If we complete our development of any molecular diagnostic tests, the marketing, sale and use of our tests could lead to the filing of product liability claims if someone were to allege that our product failed to perform as it was designed. We may also be subject to liability for errors in the information we provide to clients or for a misunderstanding of, or inappropriate reliance upon, the information we provide. A product liability claim could result in substantial damages and be costly and time consuming for us to defend. We cannot provide assurance that our product liability insurance would protect us from the financial impact of defending a product liability claim. Any product liability claim brought against us, with or without merit, could increase our insurance rates or prevent us from securing

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insurance coverage in the future. Additionally, any product liability lawsuit could cause injury to our reputation, result in the recall of our product candidates, or cause current collaborators to terminate existing agreements and potential collaborators to seek other partners, any of which could impact our results of operations.

    Our activities involve hazardous materials and may subject us to environmental liability or other costs.

        Certain activities of our businesses involve the controlled use of limited quantities of hazardous, biological and radioactive materials and may generate biological waste. We are subject to laws and regulations governing the use, manufacture, storage, handling and disposal of these materials and certain waste products. Although we believe that our safety procedures for handling and disposing of these materials comply with prescribed standards, we cannot completely eliminate the risk of accidental contamination or injury from these materials. In the event of an accident or if we otherwise fail to comply with applicable regulations, we could lose our permits and/or approvals or be held liable for damages or penalized with fines. In addition, we do not presently maintain any insurance for claims related to hazardous materials or environmental liability, and our existing resources may be insufficient to cover such liabilities should they arise.

        We believe that we comply in all material respects with currently applicable environmental laws and regulations and do not expect near term material additional capital expenditures for environmental control facilities. However, we may have to incur significant costs in the future to comply with environmental laws and regulations.

Risks Related to Regulatory Approval and Other Government Regulations

    We may not obtain regulatory approval for our molecular diagnostic product candidates when expected, if at all, and even after obtaining approval, we will be subject to continuing regulation.

        To market our products in Europe, we must obtain a CE mark and may, in some cases, need marketing approval from the European Medicines Agency. In the United States, we must obtain clearance, after submitting a 510(k) pre-market notification, or approval, after submitting a pre-market approval application, or PMA, from the FDA before we can commercialize our molecular diagnostic products. Changes in regulatory approval policies or enactment of additional regulatory approval requirements may delay or prevent us from marketing our products. The process of obtaining regulatory clearances or approvals to market medical devices, including in vitro diagnostic test kits, from the FDA or similar regulatory authorities outside of the United States can be costly and time consuming, and there can be no assurance that such clearances or approvals will be granted on a timely basis or at all. Furthermore, each regulatory agency may impose its own requirements and may refuse to grant approval or may require additional data before granting marketing approval even if marketing approval has been granted by other agencies.

    Complying with numerous laws and regulations pertaining to our expanding business is an expensive and time-consuming process, and any failure to comply could result in substantial penalties.

        The regulatory approval process is expensive and time consuming and the timing of marketing approval is difficult to predict. We have not yet applied for marketing approval for any of our molecular diagnostic products and may lack the necessary experience to efficiently and successfully make such applications. Delay or failure to obtain marketing approval for our molecular diagnostic products could adversely impact our ability to commercialize such products and could substantially impair our ability to generate revenues.

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        Once we develop diagnostic tests suitable for commercialization, we will be subject to national, regional and local regulations. For example, in the United States, the regulations which we would be subject to include:

    the Medicare billing and payment regulations applicable to clinical laboratories;

    the federal Medicare and Medicaid Anti-kickback Law, and state anti-kickback prohibitions;

    the federal physician self-referral prohibition commonly known as the Stark Law and the state equivalents;

    the federal Health Insurance Portability and Accountability Act of 1996, or HIPAA;

    the various state laws governing patient privacy;

    the Medicare civil money penalty and exclusion requirements; and

    the federal civil and criminal False Claims Act.

        The risk of our being found in violation of these laws and regulations is increased by the fact that many of them have not been fully interpreted by the regulatory authorities or the courts, and their provisions are open to a variety of interpretations.

        In the future, we may become subject to the Clinical Laboratory Improvement Amendments of 1988, or CLIA, a federal law that regulates clinical laboratories that perform testing on specimens derived from humans for the purpose of providing information for the diagnosis, prevention or treatment of disease. CLIA is intended to ensure the quality and reliability of clinical laboratories in the United States by mandating specific standards in the areas of personnel qualifications, administration, and participation in proficiency testing, patient test management, quality control, quality assurance and inspections. We will need to seek accreditation under CLIA to perform testing. There can be no assurances that we will be able to obtain such accreditation, or if we do, that we would be able to renew it. If we are unable to obtain CLIA accreditation, we may be limited in our ability to perform testing which would limit our revenue and harm our business.

        Any action brought against us for violation of these laws or regulations, even if we prevail, could cause us to incur significant legal expenses and divert our management's attention from the operation of our business. If our operations are found to be in violation of any of these laws and regulations, we may be subject to any applicable penalty associated with the violation, including civil and criminal penalties, damages and fines. We could also be required to refund any improperly received payments, and we could be required to curtail or cease our operations. Any of the foregoing consequences could seriously harm our business and our financial results.

    Changes in healthcare policy could subject us to additional regulatory requirements that may interrupt possible commercialization of our proposed products and increase our costs.

        Healthcare policy has been a subject of extensive discussion in the executive and legislative branches of the federal and many state governments. We developed our commercialization strategy for our technology based on existing healthcare policies. Changes in healthcare policy, such as the creation of broad limits for diagnostic products, could substantially interrupt the sales of future diagnostic tests, increase costs and divert management's attention. We cannot predict what changes, if any, will be proposed or adopted or the effect that such proposals or adoption may have on our business, financial condition and results of operations.

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    Health insurers and other third-party payors may decide not to cover our diagnostic products or may provide inadequate payment, which could jeopardize our commercial prospects.

        In the United States, the regulatory process that allows diagnostic tests to be marketed is independent of any coverage determinations made by third-party payors. For new diagnostic tests, private and government third-party payors decide whether to cover the test, the payment amount for a covered test, and the specific conditions for reimbursement. Physicians are free to order approved diagnostic tests that are not covered by one or more third-party payors, but coverage determinations and payment levels and conditions are critical to the commercial success of a covered healthcare product.

        Each third-party payor has its own separate process for making coverage determinations, and, as a result, the coverage determination process is often time-consuming and costly. We intend to develop a strategy to advocate for desired coverage and payment levels which will include aligning ourselves with third-party payors to encourage the acceptance of our products. However, we cannot predict whether third-party payors will cover our tests, or offer adequate payment amounts. We also cannot predict the timing of such decisions.

        If third-party payors decide not to cover our diagnostic tests or if they offer inadequate payment amounts, our ability to generate revenue from our diagnostic tests could be limited. Even if one or more third-party payors decides to reimburse for our tests, a third-party payor may stop or lower payment at any time, which would reduce revenue. In addition, physicians or patients may decide not to order our tests if third-party payments are inadequate, especially if ordering the test could result in financial liability for the patient.

        Payment for diagnostic tests furnished to Medicare beneficiaries in the United States in most instances is made based on the Clinical Laboratory Fee Schedule. In recent years, the U.S. Congress had taken steps to reduce payments under the Clinical Laboratory Fee Schedules and could implement further reductions from time to time, which could jeopardize our commercial prospects.

Risks Related to Our Common Stock and this Offer

    There has been no prior public market for our common stock. The price of our common stock may be volatile and you may not be able to sell our common stock at or above the price you pay for them.

        Prior to this Offer, there has been no public market for our common stock. We intend to apply for admission of our common stock to list and trade on Euronext Amsterdam. Upon admission, we will be one of the first U.S. companies to list its shares solely on Euronext Amsterdam in connection with its initial public offering. We cannot predict whether and the extent to which an active market for our common stock will develop or be sustained after this Offer, or how the development of such a market might affect the market price for our common stock. An illiquid market for our common stock may result in lower trading prices and increased volatility, which could adversely affect the value of your investment. The Offer Price will be agreed between us and the Underwriters based on a number of factors, including market conditions in effect at the time of the Offer, which may not be indicative of future performance. The market price for our common stock may fall below the Offer Price. The market price of our common stock could fluctuate substantially due to a number of factors, including, but not limited to:

    the progress and results of our biomarker discovery and product candidate development efforts;

    actions taken by regulatory authorities with respect to our product candidates, or our sales and marketing activities;

    our ability to commercialize the products, if any, that we are able to develop;

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    regulatory developments in the United States, the European Union and other jurisdictions;

    changes in the structure of healthcare payment systems;

    any actual or threatened intellectual property infringement lawsuit or administrative proceeding involving us;

    announcements of technological innovations or new products by us or our competitors;

    a market conditions for, or developments affecting, the medical diagnostics, biotechnology or pharmaceutical industries or certain companies within these industries;

    changes in financial estimates or recommendations by securities analysts;

    sales of large blocks of our common stock;

    sales of our common stock by our executive officers, directors and significant shareholders;

    restatements of our financial results and/or material weaknesses in our internal controls;

    the loss of any of our key personnel;

    publication of research reports about us or the diagnostic products industry by securities or industry analysts;

    failure to meet or exceed securities analysts' expectations relating to our financial results;

    speculation in the press or investment community generally;

    general economic conditions, particularly as they impact consumer spending patterns; and

    war, acts of terrorism and other man-made or natural disasters.

        The stock markets, and the markets for medical diagnostics, biotechnology and pharmaceutical company stocks in particular, have experienced volatility that has often been unrelated to the operating performance of particular companies. These broad market fluctuations may adversely affect the trading price of our common stock. Investors may not be able to sell when they desire due to insufficient buyer demand and may realize less than, or lose all of, their investment.

    Investors may experience difficulties in selling our common stock due to the relatively limited liquidity of shares traded on Euronext Amsterdam.

        Admission to Euronext Amsterdam should not be taken as implying that there will be a liquid market for our common stock particularly as, on admission, we will have a limited number of shareholders. Although we expect that our common stock will be listed on Euronext Amsterdam following the Offer, Euronext-listed companies often do not develop active trading markets and therefore an active trading market for our common stock may not develop or be sustained after the Offer. It will likely be more difficult for an investor to realize his or her investment on Euronext Amsterdam than it would be to realize an investment in a company whose shares or other securities are quoted on The New York Stock Exchange or The NASDAQ Stock Market.

    There is no guarantee that we will maintain our listing on Euronext Amsterdam.

        We cannot assure investors that we will always retain a listing on Euronext Amsterdam. If we fail to retain such a listing, certain investors may decide to sell their shares of our common stock, which could have an adverse impact on the share price. Additionally, if in the future we decide to obtain a listing on another exchange in addition to Euronext Amsterdam, the level of liquidity of our common stock traded on Euronext Amsterdam could decline.

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    We may change or repeal certain Dutch corporate governance practices that we plan to adopt in connection with our listing on Euronext Amsterdam.

        In connection with our listing on Euronext Amsterdam, we are committing to implement certain provisions of the Dutch Corporate Governance Code. However, we can provide no assurance that we will be successful in implementing or maintaining these policies. In addition, we may subsequently decide to change or eliminate some or all of these governance practices if we determine that it is necessary or advisable to do so in order to advance our business interests, for example, in connection with the listing of our common stock on a stock exchange in the United States.

    Admission to Euronext Amsterdam and registration under the U.S. Securities Act of 1933, as amended, or the Securities Act, will require us to report our financial results publicly for the first time and the release of this information may weaken our competitive position.

        Prior to the Offer, we have been privately held and have not been subject to the financial reporting requirements applicable to companies whose shares are traded publicly. Following admission on Euronext Amsterdam, we will be required to prepare and file annual and half-yearly financial statements, and, following the implementation in Dutch law of EU Directive 2004/109/EC on transparency requirements, or the Transparency Directive, interim management statements, which will cause us to incur significant costs, including internal accounting expenses, public accountant fees and legal fees. In addition, upon completion of this Offer, we will be required to comply with Section 15(d) of the U.S. Securities Exchange Act of 1934, or the Exchange Act, and to file with the U.S. Securities and Exchange Commission annual reports on Form 10-K, which will contain financial statements audited by an independent accounting firm, quarterly reports on Form 10-Q, which will contain unaudited interim financial statements, and current reports on Form 8-K. Our filing of these periodic and current reports is required initially even if we have not listed our common stock on any U.S. exchange. After one year, in compliance with U.S. securities laws, we may be eligible to discontinue filing these reports. Even if we discontinue filing these reports in the United States, we will still be required to comply with the reporting requirements of the Transparency Directive. Because these reports will be publicly available, potential customers and competitors will have access to information about our business that has previously been unavailable. In addition, publicizing our results may encourage additional companies to develop products that compete with our products.

    The requirements of being a company whose securities are registered with the U.S. Securities and Exchange Commission and listed on Euronext Amsterdam will require greater resources, increase our costs and distract our management, and we may be unable to comply with these requirements in a timely or cost-effective manner.

        As a public company with equity securities listed on Euronext Amsterdam and registered with the U.S. Securities and Exchange Commission, we will need to comply with certain rules, regulations and requirements with which we were not required to comply prior to this Offer. Complying with rules, regulations and requirements will require substantial effort on the part of our Board of Directors and management and will increase our costs and expenses. We will be required to:

    institute a more formalized function of internal control over financial reporting;

    prepare and distribute periodic and current public reports in compliance with our obligations under the federal and international securities laws that govern us;

    formalize old and establish new internal policies, such as those relating to disclosure controls and procedures and insider trading;

    involve and retain to a greater degree outside counsel and accountants in the above activities; and

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    establish and maintain an investor relations function, including the provision of certain information on our website.

        In addition, as a public company we expect that we will incur higher costs to obtain director and officer liability insurance policies.

        The Sarbanes-Oxley Act of 2002 requires, among other things, that we implement and maintain effective internal control for financial reporting and disclosure. In particular, commencing with our fiscal year ending 31 December 2008, if we are at that time subject to the reporting requirements of the Exchange Act, we must begin to perform system and process evaluation and testing of our internal control over financial reporting to allow management and our independent registered public accounting firm to report on the effectiveness of our internal control over financial reporting, as required by Section 404 of the Sarbanes-Oxley Act of 2002. Our testing, or the subsequent testing by our independent registered public accounting firm, may reveal deficiencies in our internal control over financial reporting that are deemed to be material weaknesses. We expect to incur significant expense and devote substantial management effort toward ensuring compliance with Section 404. Moreover, if we are not able to comply with the requirements of Section 404 in a timely manner, or if we or our independent registered public accounting firm identifies deficiencies in our internal control over financial reporting that are deemed to be material weaknesses, the market price of our common stock could decline and we could be subject to sanctions or investigations by the U.S. Securities and Exchange Commission or other regulatory authorities, which would entail expenditure of additional financial and management resources.

    If closing of the Offer does not take place on the Settlement Date or at all, subscriptions for our common stock will be disregarded and transactions effected in our common stock will be annulled.

        We expect that our common stock will first be admitted to listing on a provisional basis (voorlopige notering) on Euronext Amsterdam and that trading in our common stock will commence on the Listing Date which is expected to occur on or about            2007 (T). The Settlement Date, on which the closing of the Offer is scheduled to take place, is expected to occur on or about            2007, the third trading day following the date on which trading is expected to commence (T+3). The closing of the Offer may not take place on the Settlement Date or at all if certain conditions or events referred to in the underwriting agreement between us and the Underwriters are not satisfied or waived or occur on or prior to such date. Such conditions include the receipt of officers' certificates and legal opinions and such events include the suspension of trading on Euronext Amsterdam or a material adverse change in our financial condition or business affairs or in the financial markets. Trading in our common stock before the closing of the Offer will take place subject to the condition subsequent (ontbindende voorwaarde) that, if closing of the Offer does not take place on the Settlement Date or at all, the Offer will be withdrawn, all subscriptions for our common stock will be disregarded, any allotments made will be deemed not to have been made, any subscription payments made will be returned without interest or other compensation and transactions on Euronext Amsterdam will be annulled. All dealings in our common stock prior to settlement and delivery are at the sole risk of the parties concerned. Euronext Amsterdam does not accept any responsibility or liability for any loss incurred by any person as a result of a withdrawal of the Offer or the related annulment of any transactions on Euronext Amsterdam.

    There is no minimum amount for the Offer.

        We have the right to proceed with the Offer, subject to our compliance with the rules and regulations of the U.S. Securities and Exchange Commission applicable to the conduct of public offerings, even if we raise substantially less than we currently intend to raise. No minimum amount has been set in the Offer, therefore, a reduced number of shares of our common stock could be available for trade on the market, which could limit their liquidity, and our financial capacity might be reduced

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in view of our stated use of proceeds. We might therefore reduce our level of investment in our business or have to seek for further external funding.

    Exchange rate risks relating to listing on Euronext Amsterdam.

        The proceeds of the Offer from purchasers of New Shares will be received in Euros, while our functional currency is U.S. Dollars. We are not hedging against exchange rate fluctuations, and consequently we will be at the risk of any adverse movement in the U.S. Dollar-Euro exchange rate between the pricing of this Offer and the Settlement Date. It is anticipated that pricing and settlement will occur not more than three business days apart.

        Our share price will be quoted on Euronext Amsterdam in Euros. However, our reporting currency is U.S. Dollars and the market for our product candidates and services are mostly denominated in currencies other than Euros. As a result, movements in foreign exchange rates may cause the price of our common stock to fluctuate for reasons unrelated to our financial condition or performance and may result in a discrepancy between our actual results of operations and investors' expectations of returns on our common stock expressed in Euros.

    The ownership of our common stock will continue to be highly concentrated and your interests may conflict with the interests of our existing shareholders.

        We anticipate that our executive officers, directors, Major Shareholders and their affiliates will beneficially own or control approximately            % of our outstanding shares after this Offer, or approximately            % if the Underwriters exercise their Overallotment Option in full. Accordingly, these executive officers, directors, Major Shareholders and their affiliates, acting as a group, will have substantial influence over the outcome of corporate actions requiring shareholder approval, including the election of directors and the approval of significant corporate transactions, and they may in some instances exercise this influence in a manner that advances their best interests and not necessarily those of other shareholders. This concentration of ownership may have the effect of delaying, preventing or deterring a change of control, could deprive you of the opportunity to receive a premium for our common stock as part of a sale and could adversely affect the market price of our common stock.

    Our Board of Directors and management will have broad discretion over the use of the net proceeds received by us from the Offer and may not apply the net proceeds effectively or in ways with which you agree.

        Our Board of Directors and management will have broad discretion over the use of net proceeds from the sale of New Shares in the Offer. We intend to use the net proceeds from the Offer primarily for the further biomarker discovery and molecular diagnostic product development efforts. In addition, we may use a portion of the net proceeds to in-license or acquire additional biomarkers, product candidates or technologies. See "Use of Proceeds." You will not have an opportunity, as part of your investment decision, to assess whether the net proceeds received by us will be used appropriately. We cannot assure you that our Board of Directors and management will apply the net proceeds effectively or that the net proceeds will be invested to yield a favorable return.

    Future issues or sales, or the possibility of future sales, of a substantial amount of our common stock may depress the price of our common stock.

        Future issues or sales of our common stock, or the perception that such issues or sales will occur, could cause a decline in the market price of our common stock. Upon completion of this Offer, we will have outstanding an aggregate of            shares, consisting of            shares outstanding as of            2007 and            New Shares issued in connection with the Offer, assuming we raise €            million in the Offer, no exercise of the Overallotment Option and an Offer Price at the mid-point of the Price

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Range. In connection with the Offer, we and our current shareholders, option holders and warrant holders have agreed to certain restrictions on the sale or other disposition of our common stock or securities exchangeable or convertible into, or exercisable for, or repayable with our common stock for a period of at least 365 days from the date of the underwriting agreement, except with the prior written consent of Cowen International Limited and Fortis Bank (Nederland) N.V., and certain other exceptions. We cannot predict whether substantial numbers of our common stock will be sold in the open market following the expiration of the 365-day period, as may be extended. In particular, there can be no assurance that, after this period expires, the current shareholders will not reduce their holdings of our common stock. Future issues of our common stock could be made by us for additional working capital, to fund an acquisition or for another purpose. An issue or sale of a substantial number of our common stock, or the perception that such issue or sale could occur, could materially and adversely affect the market price of our common stock and could also impede our ability to raise capital through the issue of equity securities in the future.

    If securities or industry analysts do not publish research or reports about our business, or if they change their recommendations regarding our common stock adversely, the price and trading volume of our common stock could decline.

        The trading market for our common stock will be influenced by the research and reports that industry or securities analysts publish about us or our business. If one or more of the analysts who cover us or our industry make unfavorable comments about our market opportunity or product candidates or downgrade our common stock, the market price of our common stock would likely decline. If one or more of these analysts ceases coverage of us or fails to regularly publish reports on us, we could lose visibility in the financial markets, which could cause the market price of our common stock or trading volume to decline.

    Investors in this Offer will pay a much higher price than the book value of our common stock and therefore you will incur immediate and substantial dilution of your investment.

        If you purchase our common stock in this Offer, you will pay more for our common stock than the amounts paid by existing shareholders for their shares. You will incur immediate and substantial dilution of $            per share, representing the difference between the Offer Price and our pro forma net tangible book value per share, assuming we raise €            million in the Offer and an Offer Price of €            , the mid-point of the Price Range, and based on an assumed exchange rate of $            per €1.00, which was the Noon Buying Rate on                  2007. Further, investors purchasing our common stock in this Offer will contribute approximately             % of the total amount invested by shareholders since our inception, but will only own approximately            % of the shares of our common stock outstanding. In the past, we also issued options and warrants to acquire our common stock at prices significantly below the Offer Price. To the extent these outstanding options or warrants are ultimately exercised, you will sustain further dilution.

    Because we do not intend to pay dividends for the foreseeable future, investors in the Offer will benefit from their investment in New Shares only if our common stock appreciates in value.

        We currently intend to retain our future earnings, if any, to finance the operation and growth of our business and do not expect to pay any dividends in the foreseeable future. As a result, the success of an investment in our common stock will depend upon any future appreciation in their value. There is no guarantee that our common stock will appreciate in value or even maintain the price at which investors in this Offer have purchased their shares.

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    Provisions of our certificate of incorporation, our bylaws and Delaware law could make an acquisition of us, which may be beneficial to our shareholders, more difficult and may prevent attempts by our shareholders to replace or remove the current members of our board and management.

        Certain provisions of our restated certificate of incorporation and restated bylaws that will be in effect upon the completion of this Offer could discourage, delay or prevent a merger, acquisition or other change of control that shareholders may consider favorable, including transactions in which you might otherwise receive a premium for your shares. Furthermore, these provisions could prevent or frustrate attempts by our shareholders to replace or remove members of our Board of Directors. These provisions also could limit the price that investors might be willing to pay in the future for our common stock, thereby depressing the market price of our common stock. Shareholders who wish to participate in these transactions may not have the opportunity to do so. These provisions:

    allow the authorized number of directors to be changed only by resolution of our Board of Directors;

    establish a classified Board of Directors, such that not all members of the Board of Directors may be elected at one time;

    authorize our Board of Directors to issue without shareholder approval preferred stock, the rights of which will be determined at the discretion of the Board of Directors that, if issued, could operate as a "poison pill" to dilute the stock ownership of a potential hostile acquirer to prevent an acquisition that is not approved by our Board of Directors;

    require that shareholder actions must be effected at a duly called shareholder meeting and prohibit shareholder action by written consent;

    establish advance notice requirements for shareholder nominations to our Board of Directors or for shareholder proposals that can be acted on at shareholder meetings;

    limit who may call shareholder meetings; and

    require the approval of the holders of 75% of the outstanding shares of our capital stock entitled to vote in order to amend certain provisions of our restated certificate of incorporation and restated bylaws.

        In addition, we are governed by the provisions of Section 203 of the Delaware General Corporation Law, which may, unless certain criteria are met, prohibit large shareholders, in particular those owning 15% or more of the voting rights on our common stock, from merging or combining with us for a prescribed period of time.

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

        This Prospectus and any documents incorporated by reference contain forward-looking statements. These statements involve known and unknown risks, uncertainties and other important factors which may cause our actual results, performance or achievements to be materially different from any future results, performances or achievements expressed or implied by the forward-looking statements. Forward-looking statements include, but are not limited to, statements about:

    the expected timing, progress or success of our research and development and any commercialization efforts, including the productivity and expected success rate of our biomarker discovery platform;

    our ability to successfully obtain sufficient supplies of samples for our biomarker discovery and development efforts;

    the timing, costs and other limitations involved in obtaining regulatory approval for any of our product candidates;

    the potential benefits of our product candidates over current medical practices or other diagnostics;

    our ability to market, commercialize and achieve market acceptance for any of our product candidates that we are developing or may develop in the future;

    estimates of market sizes and anticipated uses of our product candidates;

    our ability to enter into collaboration agreements with respect to our product candidates and the performance of our collaborative partners under such agreements;

    our ability to protect our intellectual property and operate our business without infringing upon the intellectual property rights of others;

    our estimates of future performance, including the expected timing of the launch of our first product; and

    our estimates regarding anticipated operating losses, future revenue, expenses, capital requirements and our needs for additional financing.

        In some cases, you can identify forward-looking statements by terms such as "anticipates," "believes," "could," "estimates," "expects," "intends," "may," "plans," "potential," "predicts," "projects," "should," "will," "would" and similar expressions intended to identify forward-looking statements. Forward-looking statements reflect our current views with respect to future events and are based on assumptions and subject to risks and uncertainties. Because of these risks and uncertainties, the forward-looking events and circumstances discussed in this Prospectus may not transpire. We discuss many of these risks in this Prospectus under the heading "Risk Factors."

        Given these uncertainties, you should not place undue reliance on these forward-looking statements. Also, forward-looking statements represent our estimates and assumptions only as of the date of this document. You should read this document and the documents that we reference in this Prospectus with the understanding that our actual future results may be materially different from what we expect. Except as required by law, we do not undertake any obligation to update or revise any forward-looking statements contained in this Prospectus and the documents incorporated by reference into this Prospectus whether as a result of new information, future events or otherwise.

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IMPORTANT INFORMATION

        No person is or has been authorized to give any information or to make any representation in connection with the offer or sale of the New Shares, other than as contained in this Prospectus or in any free writing prospectus that we may authorize to be delivered to you, and, if given or made, any other information or representation must not be relied upon as having been authorized by us. The delivery of this Prospectus at any time after the date hereof will not, under any circumstances, create any implication that there has been no change in our affairs since the date hereof or that the information set forth in this Prospectus is correct as of any time since its date.

        BG Medicine, Inc. accepts responsibility for the information contained in this Prospectus or in any free writing prospectus that we may authorize to be delivered to you. Having taken all reasonable care to ensure that such is the case, BG Medicine, Inc. further declares that the information contained in this Prospectus or in any free writing prospectus that we may authorize to be delivered to you is, to the best of its knowledge, in accordance with the facts and contains no omission likely to affect its import. Without prejudice to BG Medicine, Inc.'s obligation to publish a supplementary Prospectus pursuant to Article 5:23 of the Dutch Financial Services Act every time upon the occurrence of a significant new development occurring between the date of this Prospectus and the Listing Date or any material mistake or inaccuracy being noted in the Prospectus which is capable of affecting the assessment of our common stock, potential investors should not assume that the information in this Prospectus or in any free writing prospectus that we may authorize to be delivered to you is accurate as of any later date than the date of this Prospectus or any free writing prospectus that we may authorize to be delivered to you.

        In connection with the Offer, the Underwriters through Fortis Bank (Nederland) N.V. or its affiliates or agents as stabilization manager may make overallotments or effect transactions that stabilize or maintain the market price of our common stock at levels above those which might otherwise prevail in the open market. Such transactions may be effected on Euronext Amsterdam, in the over-the-counter market or otherwise. There is no assurance that such stabilization will be undertaken and, if it is, it commences as early as the Listing Date, may be discontinued at any time and will end no later than 30 calendar days after the Listing Date.

Notice to Investors

        The distribution of this Prospectus and the offering and sale of the New Shares offered hereby may be restricted by law in certain jurisdictions. Persons in possession of this Prospectus are required to inform themselves about and to observe any such restrictions. This Prospectus may not be used for, or in connection with, and does not constitute, any offer to sell, or an invitation to purchase, any of the New Shares offered hereby in any jurisdiction in which such offer or invitation would be unlawful.

        The New Shares have not been approved or disapproved by the U.S. Securities and Exchange Commission, any State securities commission in the United States or any other U.S. regulatory authority, nor have any of the foregoing passed upon or endorsed the merits of the Offer or the accuracy or adequacy of this Prospectus. Any representation to the contrary is a criminal offence in the United States.

Presentation of Financial and Other Information

        Our consolidated financial information in the Prospectus has been prepared in accordance with U.S. GAAP. U.S. GAAP differs in certain significant respects from IFRS as it relates to our consolidated financial information. In making an investment decision, investors must rely upon their own examination of us, the terms of the Offer and the financial information provided herein. Potential investors should consult their own independent professional advisors for an understanding of the

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differences between U.S. GAAP and IFRS. For a discussion of the main differences between U.S. GAAP and IFRS in general, see "Summary of Significant Differences between U.S. GAAP and IFRS."

        Certain figures contained in this Prospectus, including financial figures mentioned in the "Prospectus Summary—Summary of Consolidated Financial Data," "Selected Consolidated Financial Information" and in the tables in "Management's Discussion and Analysis of Financial Condition and Results of Operations" have been subject to rounding adjustments. Accordingly, in certain instances the sum of the numbers in a column or a row in tables contained in this Prospectus may not conform exactly to the total figure given for that column or row.

        All references in this Prospectus to "Euros" or "€" are to the currency introduced at the start of the third stage of the Economic and Monetary Union, pursuant to the Treaty establishing the European Economic Community, as amended by the Treaty on the European Union. All references to "U.S. Dollars", "US$" or "$" are to the lawful currency of the United States.

        Any financial data in this Prospectus that has not been extracted from our audited financial statements as of and for the years ended 31 December 2006, 2005 and 2004 is unaudited.

        Unless the context otherwise requires or it is expressly provided to the contrary, this Prospectus assumes no exercise of the Overallotment Option and an Offer Price of €            , the mid-point of the Price Range set forth on the front cover of this Prospectus and total Offer proceeds of €            million.

Exchange Rates

        We publish our consolidated financial statements in U.S. Dollars. The exchange rates below are provided solely for information and convenience. No representation is made that the U.S. Dollar could have been, or could be, converted into Euros at these rates.

        The table below shows the high, low, average and end of period exchange rates expressed in U.S. Dollars per €1.00 for the years given, using the noon buying rate in New York for cable transfers in foreign currencies as certified for customs purposes by the Federal Reserve Bank of New York, or the Noon Buying Rate, for the periods indicated.

 
  High
  Low
  Average
  End of Period
 
  (U.S. Dollars per Euro)

Year ended 31 December,                
2002   1.049   0.859   0.945   1.049
2003   1.260   1.036   1.132   1.260
2004   1.363   1.180   1.244   1.354
2005   1.354   1.167   1.245   1.184
2006   1.333   1.186   1.256   1.320

Quarter ended 31 March,

 

 

 

 

 

 

 

 
2006   1.229   1.186   1.203   1.214
2007   1.337   1.290   1.311   1.337

33


        The table below shows the high and low Noon Buying Rates expressed in U.S. Dollars per €1.00 for the first six months of 2007.

 
  High
  Low
 
  (U.S. Dollars per Euro)

January 2007   1.329   1.290
February 2007   1.325   1.293
March 2007   1.337   1.309
April 2007   1.366   1.336
May 2007   1.362   1.342
June 2007   1.353   1.330

        Except as otherwise noted in this Prospectus, currency conversions from Euros to U.S. Dollars are based on an assumed exchange rate of $        per €1.00, which was the Noon Buying Rate on                  2007.

Enforceability of Judgments in the Netherlands

        We are organized under the laws of the State of Delaware, United States. All except one of our directors and officers reside or are located outside of the Netherlands and all or a substantial portion of our assets are located outside of the Netherlands and, as a result, it may not be possible for purchasers in the Netherlands or in other countries to effect service of process or to satisfy or enforce a judgment within such country upon us or our directors and officers. The United States and the Netherlands do not currently have a treaty providing for reciprocal recognition and enforcement of judgments, other than arbitration awards, in civil and commercial matters. Therefore, a final judgment for the payment of money rendered by any federal or state court in the United States based on civil liability, whether or not predicated solely upon U.S. federal securities laws, would not be automatically enforceable in the Netherlands and new proceedings on the merits must be initiated before a Dutch court. However, if the party in whose favor such final judgment is rendered brings a new suit in a competent court in the Netherlands such party may submit to a Dutch court the final judgment that has been rendered in the United States and such court will have discretion to attach such weight to that judgment as it deems appropriate. To the extent that the Dutch court finds that the judgment rendered by a federal or state court in the United States (a) has not been rendered in violation of elementary principles of fair trial, (b) does not contravene public policy of the Netherlands and (c) has not been rendered in proceedings of a penal or revenue or other public law nature, the Dutch court will, under current practice, in principle, give binding effect to such final judgment. Additionally, there may be doubt as to the enforceability, in original actions in Dutch courts, of liabilities based solely upon the federal securities laws of the United States.

Potential Conflicts of Interest

        The Underwriters (or their affiliates) have from time to time engaged, and may in the future engage, in commercial banking, investment banking, and financial advisory and ancillary transactions in the course of their business with us or any parties related to us, in respect of which the sharing of information is generally restricted for reasons of confidentiality or internal procedures or by rules and regulations. As a result of these transactions, an Underwriter may come to have interests that may not be aligned, or could potentially conflict with your and our interests.

Market Data and Other Information from Third Parties

        All references to market data, industry statistics and industry forecasts in this Prospectus consist of estimates compiled by market research firms, government and independent healthcare organizations,

34



other life sciences companies and ourselves. Industry publications generally state that their information is obtained from sources they believe reliable but that the accuracy and completeness of such information is not guaranteed and that the projections they contain are based on a number of significant assumptions. Although we believe these sources are reliable, as we do not have access to the information, methodology and other bases for such information, we have not independently verified the information and therefore cannot guarantee its accuracy and completeness.

        In this Prospectus, we make certain statements regarding our competitive position and the expected size of the markets for which we are developing our products. We believe these statements to be true based on market data and industry statistics which are in the public domain, but we have not independently verified the information and therefore cannot guarantee its accuracy and completeness.

        The information in this Prospectus that has been sourced from third parties has been accurately reproduced and, as far as we are aware and able to ascertain from the information published by that third party, no facts have been omitted that would render the reproduced information inaccurate or misleading. Although we believe these sources are reliable, as we do not have access to the information, methodology and other bases for such information, we have not independently verified the information and therefore cannot guarantee its accuracy and completeness.

Information Not Contained In This Prospectus

        Investors should rely only on the information contained in this Prospectus or in any free writing prospectus that we may authorize to be delivered to you. No person has been authorized to give any information or make any representation other than those contained in this Prospectus and, if given or made, such information or representation must not be relied upon as having been so authorized by us, the members of our Board of Directors, or the Underwriters. Without prejudice to our obligation to publish a supplementary Prospectus pursuant to Article 5:23 of the Dutch Financial Services Act, neither the delivery of this document nor any subscription or sale made hereunder shall, under any circumstances, create any implication that there has been no change in our affairs since the date of this document or that the information in this document is correct as of any time subsequent to the date hereof.

Certificate of Incorporation

        Our certificate of incorporation, in its restated form as will be filed with the Secretary of State of Delaware upon the completion of this Offer, is available electronically as an exhibit to the registration statement on Form S-1 of which this Prospectus forms a part, which can be found on the website of the U.S. Securities and Exchange Commission at http://www.sec.gov. For a summary of the terms of our certificate of incorporation, see "Description of Capital Stock—General."

35



USE OF PROCEEDS

        On            2007, the Noon Buying Rate for the U.S. Dollar was €1.00 = U.S. $                  and the currency conversions in this Use of Proceeds section are based upon this exchange rate. We expect to raise approximately €             million, or approximately $                   million, of gross proceeds from the issue of Offer Shares in the Offer. The net proceeds we will receive from the issue of Offer Shares in the Offer are estimated to be approximately €             million, or approximately $                   million, after deducting the estimated underwriting fees and commissions and expenses payable by us, based on gross proceeds from the Offer of €             million, or approximately $                   million, an Offer Price of €            , or approximately $                  , the mid-point of the Price Range and no exercise of the Overallotment Option. We expect to use the net proceeds we receive from the Offer primarily for the following purposes:

    approximately €             million, or approximately $                   million, for discovery and development activities for our molecular diagnostic product candidates, including in-licensing or acquiring additional product candidates or technologies, clinical qualification studies and regulatory submissions;

    approximately €             million, or approximately $                   million, for establishing the infrastructure necessary to support the launch and commercialization of our molecular diagnostic product candidates and expanding and enhancing our discovery laboratory infrastructure, including establishing discovery laboratory capabilities at the Philips High Tech Campus in Eindhoven, the Netherlands;

    approximately €             million, or approximately $                   million, for establishing a marketing and distribution effort for our molecular diagnostic products; and

    the remainder for other general corporate purposes, including capital expenditures and working capital.

        We may also use a portion of the net proceeds for the acquisition of, or investment in, technologies, products or companies that complement our business, although we have no current understandings, commitments or agreements to do so.

        This expected use of net proceeds of this Offer represents our current intentions based upon our present plans and business conditions. The amounts and timing of our actual expenditures depend on numerous factors, including the ongoing status of and results from our current product discovery and development activities, any collaborations we may enter into with third parties for our product candidates, and any unforeseen cash needs. As a result, our management will retain broad discretion over the allocation of the net proceeds from this Offer.

        Pending use of the net proceeds of this Offer, we intend to invest the net proceeds in accordance with our investment policy guidelines, which currently provide for investment of funds in cash equivalents, government obligations, high grade and corporate notes and commercial paper.

36



DIVIDENDS AND DIVIDEND POLICY

Dividend History

        We have never declared or paid any dividends on our common stock.

Dividend Policy

        We may only declare dividends if we have funds legally available therefore under Delaware law. Holders of our common stock or shares of our preferred stock, if any, are entitled to dividends only if, as and when declared by our Board of Directors out of funds legally available for dividend payments or as otherwise specified in any series of shares of preferred stock we may authorize. Similarly, the amount, timing and other terms of any dividends, if declared, will be determined by the Board of Directors and announced to our shareholders. Our shareholders will not have the discretion to declare dividends.

        Should our Board of Directors decide in the future to grant a dividend, the rights of holders of our common stock will rank pari passu with each other with respect to such dividends and in general, but may rank junior to any series of preferred stock we may designate. See "Description of Capital Stock."

        We do not anticipate paying any dividends on our common stock. We intend to retain all available funds and any future earnings, if any, to fund the development and expansion of our business.

37



CAPITALIZATION AND INDEBTEDNESS

        The tables below are derived from our unaudited financial statements as of 31 March 2007 as follows:

    on an actual basis;

    on a pro forma basis, after giving effect to (i) a 1-for-                  reverse split of each share of our common stock into an aggregate of             shares of our common stock, and (ii) the conversion of all of our outstanding preferred stock into 19,437,529 shares of our common stock immediately prior to Settlement on the Settlement Date; and

    on a pro forma as adjusted basis, to reflect (i) our receipt of the estimated net proceeds from the issue of the New Shares in the Offer, after deducting the estimated underwriting fees and commissions and expenses payable by us, based on gross proceeds from the Offer of €             million, or approximately $                  , an Offer Price of €            , the mid-point of the Price Range, and no exercise of the Overallotment Option, and (ii) the issuance of approximately            shares of our common stock upon the net exercise of an outstanding warrant immediately prior to the Settlement Date based on an Offer Price of €            , the mid-point of the Price Range. See "Description of Capital Stock."

        In the calculation of the shares of our common stock issuable upon exercise of the warrant described above and in the table below, the gross proceeds from the Offer and Offer Price have been converted into U.S. Dollars based on an assumed exchange rate of $                  per €1.00, which was the Noon Buying Rate on            2007. You should read these tables together with our consolidated financial statements and the related notes thereto, as well as the information under "Management's Discussion and Analysis of Financial Condition and Results of Operations." The tables below are

38


prepared for illustrative purposes only and, because of their nature, may not give a true picture of our financial condition following the Offer.

 
  As of 31 March 2007
 
  Actual
  Pro Forma
  Pro Forma
as adjusted(1)

 
  (unaudited)
(in thousands)

Capitalization              
Unrestricted cash and cash equivalents   $ 863        
Restricted cash and cash equivalents     3,034        
   
 
 
Total cash and cash equivalents   $ 3,897        
   
 
 
Redeemable convertible preferred stock              
Series A redeemable preferred stock; $.001 par value; 16,017,067 shares authorized; 15,823,566 shares issued and outstanding, actual; no shares authorized, issued or outstanding, pro forma and pro forma as adjusted     23,735        
Series A-1 redeemable exchangeable preferred stock; $.001 par value; 2,475,247 shares issued and outstanding; actual; no shares authorized, issued or outstanding, pro forma and pro forma as adjusted     5,000        

Shareholders' equity (deficit):

 

 

 

 

 

 

 
Series B preferred stock; $.001 par value; 2,000,000 shares authorized; 1,138,716 shares issued and outstanding; actual; no shares authorized, issued or outstanding, pro forma and pro forma adjusted     1,708        
Common stock; $.001 par value; 50,000,000 shares authorized, actual and pro forma; 10,064,289 shares issued and outstanding, actual;     10        
Unrealized loss     1        
Share premium(2)     2,034        
Retained earnings (accumulated deficit)     (37,508 )      
   
 
 
Total redeemable convertible preferred stock and shareholders' equity (deficit)   $ (5,020 )      
   
 
 
Total capitalization(3)   $ 9,633        
   
 
 

(1)
Each €1.00 increase (decrease) in the assumed Offer Price of €            per share, the mid-point of the range reflected in this Prospectus, would increase (decrease) each of additional paid-in capital, total shareholders' equity and total capitalization by approximately by €             million, assuming that the number of shares offered by us under this Prospectus remains the same, and after deducting underwriting discounts and commissions and estimated offering expenses payable by us. We may also increase or decrease the number of shares we are offering. Each increase (decrease) of one million in the number of shares offered by us would increase (decrease) each of additional paid-in capital, total shareholders' equity and total capitalization by approximately €             million, assuming that the assumed Offer Price remains the same, and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us. The as adjusted information discussed above is illustrative only and will adjust based on the actual Offer Price and other terms of this Offer determined at pricing.

(2)
Additional paid in capital.

39


(3)
Total liabilities, redeemable securities and shareholders' equity (deficit).

        The outstanding share information in the capitalization table above is based on the number of shares outstanding as of 31 March 2007 and excludes:

    6,107,031 shares of common stock issuable upon the exercise of outstanding options with a weighted average exercise price of $0.24 per share;

                 shares of common stock reserved for future issuance under our 2001 Stock Option and Incentive Plan, or our 2001 Stock Plan, as of 31 March 2007; provided, however, that immediately upon completion of this Offer, our 2001 Stock Plan will terminate so that no further awards may be granted under our 2001 Stock Plan, see "Executive Compensation—Equity Incentive Plans;"

    an aggregate of up to            shares of common stock reserved for future issuance under our 2007 Employee, Director and Consultant Equity Incentive Plan, or our 2007 Stock Plan, which will become effective upon completion of the Offer; including shares of our common stock that are represented by awards granted under our 2001 Stock Plan that are forfeited, expire or are cancelled without delivery of shares or which result in the return of shares of our common stock to us, following the termination of the 2001 Stock Plan; and

    2,857,304 shares of common stock issuable upon the exercise of outstanding warrants with a weighted average exercise price of $0.17 per share.

 
  As of 31 March 2007
 
  Actual
  Pro Forma
  Pro Forma
as adjusted(1)

Indebtedness              
Unrestricted cash and cash equivalents   $ 863        
Restricted cash and cash equivalents     3,034        
   
 
 
Total cash and cash equivalents   $ 3,897        
   
 
 
Accounts payable     645        
Accrued Expenses     1,045        
Customer Deposits     275        
Deferred rent, current portion     58        
Deferred revenue, current portion     6,904        
Capital lease obligations, current portion(2)     415        
Equipment notes payable, current portion(2)     739        
   
 
 
Total current liabilities   $ 10,081        
   
 
 
Deferred rent, net of current portion     19        
Deferred revenue, net of current portion     3,954        
Capital lease obligations, net of current portion(2)     190        
Equipment notes payable, net of current portion(2)     409        
   
 
 
Total long-term liabilities   $ 4,572        
   
 
 
Total liabilities   $ 14,653        
   
 
 

(1)
Each €1.00 increase (decrease) in the assumed Offer Price of €            per share, the mid-point of the range reflected in this Prospectus, would increase (decrease) unrestricted cash and cash equivalents            by approximately by €             million, assuming that the number of shares offered by us under this Prospectus remains the same, and after deducting underwriting discounts and commissions and estimated offering expenses payable by us. We may also increase or decrease

40


    the number of shares we are offering. Each increase (decrease) of one million in the number of shares offered by us would increase (decrease) each of            by approximately €             million, assuming that the assumed Offer Price remains the same, and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us. The as adjusted information discussed above is illustrative only and will adjust based on the actual Offer Price and other terms of this Offer determined at pricing.

(2)
Capital lease obligations and equipment notes payable are secured liabilities.

41



DILUTION

        If you invest in our common stock, your interest will be diluted to the extent of the difference between the Offer Price and the net tangible book value per share of our common stock immediately after the completion of the Offer. Dilution results from the fact that the Offer Price is substantially in excess of the book value per share attributable to the existing shareholders for the presently outstanding stock. The information provided below assumes the conversion of all of our outstanding preferred stock into common stock upon completion of this Offer and the effectiveness of a 1-for-            reverse split of our common stock.

        For the quarter ended 31 March 2007, the average Noon Buying Rate for the U.S. Dollar was €1.00 = U.S. $1.311 and the currency conversions in this Dilution section are based upon this exchange rate. As of 31 March 2007, we had a historical net tangible book value (deficit) of our common stock of €(25,747) million, or approximately €(2.56) per share of common stock. Net tangible book value per share represents the amount of our total tangible assets less total liabilities and redeemable convertible preferred stock, divided by 10,064,289 the number of common shares outstanding. Our pro forma net tangible book value (deficit) as of 31 March 2007 was €(3,829) million, or €(0.13) per share of common stock. Pro forma net tangible book value per share represents the amount of our total tangible assets less our total liabilities, divided by the number of shares of our common stock outstanding, as of 31 March 2007 after giving effect to the conversion of all of our outstanding preferred stock into 19,437,529 shares of common stock upon completion of this Offer.

        After giving effect to the sale by us of shares of our common stock in the Offer at the assumed Offer Price of €            per share and after deducting underwriting discounts and commissions and estimated offering expenses payable by us, our adjusted pro forma net tangible book value as of 31 March 2007 would have been approximately €             million, or approximately €            per share. This amount represents an immediate increase in pro forma net tangible book value of €            per share to our existing shareholders and to our warrant holder with automatic exercise provision and an immediate dilution in pro forma net tangible book value of approximately €            per share to new investors purchasing shares of our common stock in the Offer at the assumed Offer Price. We determine dilution by subtracting the adjusted pro forma net tangible book value per share after the Offer from the amount of cash that a new investor paid for a share of common stock.

        The following table illustrates this dilution on a per share basis:

Assumed Offer Price per share      
  Pro forma net tangible book value as of 31 March 2007   €(0.13 )  
  Increase per share attributable to new investors        
Adjusted pro forma net tangible book value per share after the Offer        
Dilution in pro forma net tangible book value per share to new investors      

        The following table summarizes, as of 31 March 2007, the differences between the number of shares purchased from us, the total consideration paid to us and the average price per share that existing shareholders and new investors paid. The table gives effect to the conversion of all of our outstanding preferred stock into common stock upon completion of the Offer.

 
  Shares Purchased
  Total consideration
   
 
  Average price
per share

 
  Number
  Percentage
  Amount
  Percentage
Existing shareholders         %     %
New investors         %     %
   
 
 
 
 
  Total       100.0 %   100.0 %
   
 
 
 
 

42


        A €1.00 increase (decrease) in the assumed Offer Price of €            per share would increase (decrease) our pro forma net tangible book value after the Offer by €            million and the pro forma net tangible book value per share after the Offer by €            per share and would increase (decrease) the dilution per share to new investors in the Offer by €            per share, assuming the number of shares offered by us under this Prospectus remains the same and after deducting underwriting discounts and commissions and estimated expenses payable by us. We may also increase or decrease the number of shares we are offering. An increase of one million in the number of shares offered by us would increase our pro forma as adjusted net tangible book value by approximately €            million, or €            per share, and the pro forma dilution per share to investors in this Offer would be €            per share, assuming that the assumed Offer Price remains the same, and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us. Similarly, a decrease of one million in the number of shares offered by us would decrease our pro forma as adjusted net tangible book value by approximately €            million, or €            per share, and the pro forma dilution per share to investors in this Offer would be €            per share, assuming that the assumed Offer Price remains the same, and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us. The pro forma as adjusted information discussed above is illustrative only and will adjust based on the actual initial public offering price and other terms of the Offer determined at pricing.

        The discussion and tables above assume no exercise of the Overallotment Option. If the Overallotment Option is exercised in full, the number of shares of our common stock held by existing shareholders will be further reduced to            % of the total number of shares of our common stock to be outstanding after the Offer, and the number of shares of our common stock held by investors participating in the Offer will be further increased to            % of the total number of shares of our common stock to be outstanding after the Offer.

        In addition, except as noted, the above discussion and table assume no exercise of stock options or warrants after 31 March 2007. As of 31 March 2007, we had outstanding options to purchase a total of 6,107,031 shares of our common stock at a weighted average exercise price of $0.24 per share (approximately €0.18 per share) and warrants to purchase a total of 2,857,304 shares of our common stock at a weighted average exercise price of $0.17 per share, or approximately €0.13 per share. If all such options and warrants had been exercised as of 31 March 2007, adjusted pro forma net tangible book value per share, would be €            per share and dilution to new investors would be €            per share.

43



SELECTED CONSOLIDATED FINANCIAL INFORMATION

        The following table sets forth our selected consolidated financial data for the periods ended and as of the dates indicated. Our selected consolidated statements of operations data for each of the three years in the period ended 31 December 2006, our selected consolidated balance sheet data as of 31 December 2006, 2005 and 2004 and our selected consolidated cash flows activities data for each of the three years in the period ended 31 December 2006 have been derived from our audited consolidated financial statements and related notes included elsewhere in this Prospectus. Our selected statement of operations data for each of the two years in the period ended 31 December 2003, our selected consolidated balance sheet data as of 31 December 2003 and 2002 and our selected consolidated cash flows activities data for each of the two years in the period ended 31 December 2003 have been derived from our audited and unaudited consolidated financial statements from 2003 and 2002, respectively, not included in this Prospectus. The consolidated statement of operations data for the three months ended 31 March 2007 and 2006, the consolidated balance sheet data as of 31 March 2007 and the consolidated cash flows activities data for the three months ended 31 March 2007 and 2006 have been derived from our unaudited financial statements included elsewhere in this Prospectus. These consolidated financial statements from which the selected consolidated financial data set forth below have been derived were prepared in accordance with U.S. GAAP. Our unaudited interim financial statements have been prepared on the same basis as the annual financial statements and, in the opinion of our management, reflect all adjustments, which include only normal recurring adjustments necessary to present fairly our financial position at 31 March 2007 and 2006 and results of operations for the three months ended 31 March 2007 and 2006. Our results for the three months ended 31 March 2007 are not necessarily indicative of the results to be expected for the year ending 31 December 2007 or for any other interim period or for any other future year. U.S. GAAP differs in certain significant respects from IFRS. For a discussion of the most significant differences between U.S. GAAP and IFRS, see "Summary of Significant Differences between U.S. GAAP and IFRS." Our selected financial data should be read in conjunction with the section entitled "Management's Discussion and Analysis of Financial Condition and Results of Operations" and with our audited consolidated financial statements and related notes included elsewhere in this Prospectus.

 
  Three months ended
31 March

  Years Ended 31 December
 
 
  2007
  2006
  2006
  2005
  2004
  2003
  2002
 
 
  (unaudited)

   
   
   
   
  (unaudited)

 
 
  (in thousands, except share and per share data)

 
Consolidated Statements of Operations Data:                                            
Revenue   $ 1,948   $ 383   $ 6,046   $ 1,532   $ 2,520   $ 1,008   $ 478  

Operating Expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
Research and development expenses     2,672     1,793     7,833     7,131     8,660     10,597     8,500  
General and administrative expenses     808     565     2,405     2,412     2,571     2,430     2,149  
Gain on sale of property and equipment                 (307 )   (170 )        
   
 
 
 
 
 
 
 
  Total operating expenses     3,480     2,358     10,238     9,236     11,061     13,027     10,649  
   
 
 
 
 
 
 
 
    Loss from operations     (1,532 )   (1,975 )   (4,192 )   (7,704 )   (8,541 )   (12,019 )   (10,171 )

Gain on extinguishment of debt

 

 


 

 


 

 


 

 

1,035

 

 

7,228

 

 


 

 


 
Interest income     24         24     22     89     274     411  
Interest expense     (29 )       (574 )   (1,585 )   (1,463 )   (1,364 )   (615 )
Other income         (175 )           104     290     31  
   
 
 
 
 
 
 
 
    Net loss   $ (1,537 ) $ (2,150 ) $ (4,742 ) $ (8,232 ) $ (2,583 ) $ (12,819 ) $ (10,344 )
                                             

44



Dividend on preferred stock

 

 


 

 


 

 


 

 


 

 

(539

)

 

(610

)

 

(577

)
   
 
 
 
 
 
 
 
  Net loss attributable to common shareholders   $ (1,537 ) $ (2,150 ) $ (4,742 ) $ (8,232 ) $ (3,122 ) $ (13,429 ) $ (10,921 )
   
 
 
 
 
 
 
 
  Net loss attributable to common shareholders per common share—basic and diluted(1)   $ (0.15 ) $ (0.21 ) $ (0.47 ) $ (0.82 ) $ (0.31 ) $ (1.34 ) $ (1.09 )
   
 
 
 
 
 
 
 
  Weighted-average common shares outstanding—basic and diluted(1)     10,064,289     10,046,320     10,053,352     10,044,023     10,039,176     10,029,227     10,018,129  
   
 
 
 
 
 
 
 
  Unaudited pro forma basic and diluted net loss pershare(1)   $ (0.05 )       $ (0.18 )                        
   
       
                         

Unaudited shares used to compute pro forma basic and diluted net loss per share(1)

 

 

29,501,818

 

 

 

 

 

26,759,312

 

 

 

 

 

 

 

 

 

 

 

 

 
   
       
                         

(1)
An explanation of the method used to calculate basic and diluted net loss per share, the pro forma basic and diluted net loss per share and the weighted average number of shares used in the computation of the per share amounts is contained in the notes to our audited and unaudited consolidated financial statements, which are included elsewhere in this Prospectus.
 
  As of 31 March
  As of 31 December
 
  2007
  2006
  2006
  2005
  2004
  2003
  2002
 
  (unaudited)

   
   
   
   
  (unaudited)

 
  (in thousands)

Consolidated Balance Sheet Data:                                          

Current assets

 

$

8,092

 

$

1,042

 

$

4,825

 

$

1,645

 

$

4,855

 

$

10,895

 

$

20,518

Property and equipment, net

 

 

1,471

 

 

1,108

 

 

1,274

 

 

1,287

 

 

1,686

 

 

4,801

 

 

6,151

Deposits and other assets

 

 

70

 

 

179

 

 

70

 

 

171

 

 

138

 

 

156

 

 

20
   
 
 
 
 
 
 
Total assets   $ 9,633   $ 2,329   $ 6,169   $ 3,103   $ 6,679   $ 15,852   $ 26,689
   
 
 
 
 
 
 

Current liabilities

 

$

10,081

 

$

10,487

 

$

8,755

 

$

8,364

 

$

8,329

 

$

6,159

 

$

8,503

Long-term liabilities

 

 

4,572

 

 

2,315

 

 

1,163

 

 

3,122

 

 

4,824

 

 

14,419

 

 

10,818
Redeemable convertible preferred stock and shareholders' deficit     (5,020 )   (10,473 )   (3,749 )   (8,383 )   (6,474 )   (4,726 )   7,368
   
 
 
 
 
 
 
Total liabilities, redeemable convertible preferred stock and shareholders' deficit   $ 9,633   $ 2,329   $ 6,169   $ 3,103   $ 6,679   $ 15,852   $ 26,689
   
 
 
 
 
 
 
 
 
Three Months Ended
31 March

  Year Ended 31 December
 
 
  2007
  2006
  2006
  2005
  2004
  2003
  2002
 
 
  (unaudited)

   
   
   
   
  (unaudited)

 
 
  (in thousands)

 
Consolidated Cash Flows Activities Data:                                            
Net loss   $ (1,537 ) $ (2,150 ) $ (4,742 ) $ (8,232 ) $ (2,583 ) $ (12,819 ) $ (10,344 )
Adjustments to reconcile net loss to cash flow from operating activities     3,552     1,056     342     4,062     (5,277 )   4,054     1,897  
   
 
 
 
 
 
 
 
Cash flow from operating activities     2,015     (1,094 )   (4,400 )   (4,170 )   (7,860 )   (8,765 )   (8,447 )
Cash flow from investment activities     (2,276 )   (8 )   (642 )   622     3,403     5,205     (12,471 )
Cash flow from financing activities     114     792     4,904     955     1,782     1,027     22,886  
   
 
 
 
 
 
 
 
Net decrease in cash and cash equivalents     (147 )   (310 )   (138 )   (2,593 )   (2,675 )   (2,533 )   1,968  
Cash and cash equivalents, beginning of year     1,010     1,148     1,148     3,741     6,416     8,949     6,981  
   
 
 
 
 
 
 
 
Cash and cash equivalents, end of year   $ 863   $ 838   $ 1,010   $ 1,148   $ 3,741   $ 6,416   $ 8,949  
   
 
 
 
 
 
 
 

45



MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

        You should read the following in conjunction with the "Selected Consolidated Financial Information" and our consolidated financial statements and the related notes thereto that appear elsewhere in this Prospectus. The financial data for the years ended 31 December 2006, 2005 and 2004 have been derived from our audited consolidated financial statements for the same years. The financial data for the three months ended 31 March 2007 and 2006 have been derived from our unaudited interim financial statements for the same periods. Our financial data have been prepared in accordance with U.S. GAAP, which may differ from IFRS in certain significant respects. For a discussion of the most significant differences between U.S. GAAP and IFRS, see "Summary of Significant Differences between U.S. GAAP and IFRS." Other than the information below under the headings "Overview," "Recent Developments" and "Three Months Ended 31 March 2007 and 2006," the dollar values contained in this section are derived from our audited financial statements.

        In addition to historical information, the following review includes forward-looking information that involves risks, uncertainties and assumptions. Our actual results and the timing of events could differ materially from those anticipated by these forward-looking statements as a result of many factors, including those discussed below and elsewhere in this Prospectus, particularly under "Risk Factors" and "Special Note Regarding Forward-Looking Statements."

Overview

        We are a life sciences company focused on the discovery, development and commercialization of novel molecular diagnostics based on biomarkers to improve patient outcomes and contain healthcare costs. Our molecular diagnostic tests are being designed to predict a patient's response to a drug therapy, determine the potential toxicity of therapeutic agents to patients, identify patients who have or are likely to develop a specific disease, predict a patient's prognosis once a disease has been diagnosed and monitor a patient's disease progression or drug response. Our platform is the discovery engine that enables us to identify new biomarkers by integrating and automating the measurement, analysis, characterization and interpretation of proteins and small non-protein biological molecules, or metabolites, collected from bodily fluids. To date, we have operated in one business segment, collaborative research and development. We have collaborations and initiatives with major pharmaceutical companies, the FDA and other healthcare organizations. We have created a broad pipeline of product candidates that focus on cardiovascular disease, cancer and CNS disorders.

        We have incurred substantial losses since our inception in February 2000, and we expect to continue to incur losses for the next several years. For the years ended 31 December 2006, 2005 and 2004, we incurred net losses of $4.7 million, $8.2 million and $2.6 million, respectively. For the three months ended 31 March 2007 and 2006, we incurred net losses of $1.5 million and $2.2 million, respectively.

        In the coming years, we expect to devote substantially all of our resources to the discovery of new biomarkers and to the development and commercialization of our existing product candidates and new product candidates. We currently generate limited revenue from our research and development collaboration agreements. As we continue our development of diagnostic products from biomarkers, our research and development expenses are expected to increase significantly.

        In 2007, we announced our LTBS initiative with the FDA and seven major pharmaceutical companies to discover a new biomarker to predict drug-induced human liver toxicity. We also announced that we are leading the HRP initiative for high-risk plaque with Philips, AstraZeneca, Merck and Humana to discover biomarkers for the early detection of coronary artery disease.

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Critical Accounting Policies and Estimates

        The discussion and analysis of our financial position and results of operations are based on our consolidated financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses and related disclosure of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates based on historical experience and make various assumptions which we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

        A summary of our significant accounting policies is contained in the notes to our audited consolidated financial statements, which are included elsewhere in this Prospectus. We consider the following accounting policies to be critical to the understanding of the results of our operations.

    Revenue Recognition

        Our revenue is currently generated through our initiatives, collaborative research and development agreements and research services agreements. The terms of our research and development agreements typically include nonrefundable license fees, funding of research and development and payments based upon the achievement of certain milestones.

        Revenue under these agreements is recognized, in accordance with the U.S. Securities and Exchange Commission's Staff Accounting Bulletin, or SAB No. 104, Revenue Recognition, when the following criteria have been met: persuasive evidence of an arrangement exists; delivery has occurred and risk of loss has passed; the seller's price to the buyer is fixed or determinable; and collectability is reasonably assured. Revenue arrangements with multiple elements are recognized under Emerging Issues Task Force, or EITF, Issue No. 00-21, Revenue Arrangements with Multiple Deliverables.

        When we have continuing performance obligations under the terms of a collaborative arrangement, nonrefundable license fees are recognized as revenue over the period in which performance obligations are completed and milestone payments are deferred and recognized as revenue over the term of the arrangement as we complete our performance obligations. Revenue from milestone payments related to arrangements under which no continuing performance obligations exist is recognized upon achievement of the related milestone.

        Payments received from research services agreements are recognized as revenue on a straight-line basis over the term of the arrangement or the expected services period, whichever is longer.

        Deferred revenue represents primarily upfront fees, milestone payments or prepayment of services, in each case, where we have continuing performance obligations. Deferred revenue represents amounts received prior to revenue being earned and includes revenue relating to services that are expected to be performed beyond one year.

    Stock-Based Compensation

        Prior to 1 January 2006, we accounted for employee stock-based compensation arrangements in accordance with the provisions of Statement of Financial Accounting Standards, SFAS No. 123, Accounting for Stock-Based Compensation, or SFAS No. 123. Under the fair value recognition provisions of SFAS No. 123, stock-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as expense over the vesting period.

        Effective 1 January 2006, we adopted the fair value recognition provisions of SFAS No. 123(R), Share-Based Payment, or SFAS No. 123(R), using the modified prospective transition method. Under

47



the modified prospective transition method, compensation cost recognized in the year ended 31 December 2006 included the pro rata compensation cost for all stock-based compensation granted prior to, but not yet vested as of 31 December 2005, based on the grant-date fair value estimated in accordance with the original provisions of SFAS No. 123, and the pro rata compensation cost for all stock-based payments granted on or subsequent to 1 January 2006, based on the grant-date fair value estimated in accordance with the provisions of SFAS No. 123(R). In accordance with the modified prospective transition method of SFAS No. 123(R), results for prior periods have not been restated. The impact of adopting SFAS No. 123(R) was not material to the net loss or cash flows. For all grants, the amount of stock-based compensation expense has been adjusted for estimated forfeitures of awards for which the requisite service was not expected to be provided. Estimated forfeiture rates are developed based on our analysis of historical forfeiture data. Prior to the adoption of the fair value recognition provisions of SFAS No. 123(R), stock-based payment expense was adjusted for actual forfeitures as they occurred. The cumulative effect of the change in accounting for forfeitures was immaterial.

        We account for stock-based compensation issued to non-employees in accordance with SFAS 123(R) and EITF No. 96-18, Accounting for Equity Instruments that are Issued to Other Than Employees for Acquiring, or in Conjunction with, Selling Goods or Services. We record the expense of such services based on the estimated fair value of the equity instrument using the Black-Scholes option pricing model. The value of the equity instrument is charged to earnings over the term of the service agreement.

        For stock-based awards granted to both employees and non-employees, we use the fair value method of calculating stock-based compensation in accordance with SFAS No. 123 for awards prior to 1 January 2006 and SFAS No. 123(R) for awards after 31 December 2005. Calculating the fair value of stock-based awards requires the input of highly subjective assumptions. We use the Black-Scholes option pricing model to value our stock option awards. Stock-based compensation expense is significant to our financial statements and is calculated using our best estimates which involve inherent uncertainties and the application of management's judgment. Significant estimates include the expected life of the stock option, stock price volatility, risk-free interest rate and forfeiture rates.

        The expected life represents the weighted-average period that our stock options are expected to be outstanding. The expected life assumption is based on the Staff Accounting Bulletin 107, or SAB 107, simplified method. The SAB 107 provides guidance related to share-based payment transactions with non-employees, and valuation methods including assumptions such as expected volatility and expected term. As we have been operating as a private company since inception with no active market for our stock or traded options, it is not possible to use actual price volatility data. Therefore, we estimated the volatility of our common stock based on the historical, seven-year volatility of entities in our industry that have been public for a period of time that approximates our expected life of our stock options and that are comparable to us in terms of market capitalization and financial position. Using an expected volatility based on the average historical volatility of other entities may result in variability when compared to actual historical volatility once we have a public market for our common stock. We base the risk-free interest rate that we use in the option pricing model on U.S. Treasury zero-coupon issues with terms equal to the expected lives of the stock options. We have never and do not anticipate paying any cash dividends in the foreseeable future and therefore use an expected dividend yield of zero in the option pricing model. In order to properly attribute compensation expense, we are required to estimate pre-vesting forfeitures at the time of grant and revise those estimates in subsequent periods if actual forfeitures differ from those estimates. We use historical data to estimate pre-vesting forfeitures and record stock-based compensation expense only for those awards that are expected to vest. If the actual forfeiture rate is materially different from the estimate, stock-based compensation expense could be significantly different from what has been recorded. For stock options granted to employees, we allocate expense on a straight-line basis over the requisite service period. For stock options granted to

48



non-employees, we allocate expense using an accelerated recognition method as prescribed in FIN 28, Accounting for Stock Appreciation Rights and Other Variable Stock Option or Award Plans—an Interpretation of APB Opinion No. 15 and 25.

        There are significant differences among option valuation models, and this may result in a lack of comparability with other companies that use different models, methods and assumptions. If factors change and we employ different assumptions in the application of SFAS No. 123(R) in future periods, or if we decide to use a different valuation model, the stock-based compensation expense that we record in the future under SFAS No. 123(R) may differ significantly from what we have recorded and could materially affect our operating results.

        In the absence of a public trading market for our common stock, our Board of Directors determined the fair market value of our common stock in good faith based upon consideration of a number of relevant factors including:

    our stock option grants involved illiquid securities in a private company; prices of our convertible preferred stock issued primarily to outside investors in arms-length transactions, and the rights, preferences and privileges of our preferred stock relative to those of our common stock;

    our results of operations, financial status and the status of our research and product development efforts;

    our stage of development and business strategy;

    the composition of and changes to our management team; and

    the likelihood of achieving a liquidity event for the shares of our common stock underlying stock options, such as an initial public offering of our common stock or our sale to a third-party, given prevailing market conditions.

        In connection with the preparation of the financial statements required for the filing of this Prospectus, we retrospectively analyzed the fair value of our common stock at option grant dates 19 July 2006 and 31 December 2006. During 2006, we did not perform a contemporaneous valuation because we deemed it unlikely that an initial public offering would occur in the near term. In April 2007 in anticipation of this Offer, we deemed it appropriate to reassess the fair value of our common stock with respect to 2006 and performed two retrospective valuations for financial statement reporting purposes. A contemporaneous analysis performed as of 30 April 2007 determined the fair value of our common stock used in our most recent stock option grant. As part of our retrospective and contemporaneous analysis, the following factors were considered, including business milestone events and financial conditions during 2006 through 2007, research and development activities, the lack of liquidity in our common stock and the increasing likelihood in the pursuit of an initial public offering.

        Our valuation model used the Market Approach and Income Approach concepts outlined in AICPA Technical Practice Aid titled, Valuation of Privately-Held Company Equity Securities Issued as Compensation, or Practice Aid. We believe that the valuation methodologies used in the retrospective and contemporaneous valuations are consistent with the Practice Aid. We also believe that the preparation of the retrospective valuations was necessary to reassess the fair value of our common stock for financial reporting purposes due to a change in timing that may lead to a potential initial public offering or other liquidity event.

        We used the probability-weighted expected return method described in the Practice Aid to determine the fair value of our common stock. Under this method, the value of our common stock is estimated based upon an analysis of future values for our company assuming various future outcomes, the timing of which is based on the plans of our Board of Directors and management. Share value is

49



based on the probability-weighted present value of expected future investment returns, considering each of the possible outcomes available to us as well as the rights of each share class. The fair value of our common stock was estimated using a probability-weighted analysis of the present value of the returns afforded to our shareholders under each of four possible future scenarios.

        The four scenarios under this methodology were: (a) become a public company through the completion of an initial public offering during 2007, or the initial public offering scenario; (b) sale or merger at a premium to our liquidation preference of preferred stock, or an optimistic sale scenario; (c) sale or merger below the full liquidation preference of preferred stock, or the sale below full liquidation preference scenario; and (d) stay a private company, or the stay private scenario.

        For each of our retrospective and contemporaneous valuations, the selected probability-weighted and future expected enterprise values for the initial public offering and optimistic sale scenarios were based on a Market Approach. In the application of this approach, we considered the Guideline Transaction Method as described in the Practice Aid. We began by analyzing valuations of recent initial public offerings of other comparable molecular diagnostics life science companies. The estimation of present values of our common stock was calculated using assumptions including: the expected enterprise value based on the Market Approach described above; the expected dates of the future initial public offering; and then discounted at an appropriate risk-adjusted discount rate to result in present values. The risk-adjusted discount rate was based on the inherent risk of a hypothetical investment in our common stock. An appropriate rate of return required by a hypothetical investor was determined based on well-established venture capital rates of return published in the Practice Aid for firms engaged in bridge financing in anticipation of a later initial public offering and our calculated cost of capital. Our calculated cost of capital was developed based upon a quantitative and qualitative analysis of factors that would impact the discount rate. If different discount rates had been used, the valuations would have been different.

        In applying the Market Approach in the optimistic sale scenario, we analyzed recent guideline transactions of molecular diagnostics life science companies. Our selected transaction enterprise value was supported by published transaction values of companies with biomarker candidates in similar stages of development to ours. Finally, in applying the Market Approach in the sale below full liquidation preference scenario, we applied a transaction enterprise value assuming a sale of our existing research and intellectual property at a value that would not allow the preferred shareholders to realize their full liquidation value. Under the sale below full liquidation preference scenario, no proceeds would be available to distribute to our common shareholders.

        For each of our retrospective and contemporaneous valuations, the stay private scenario was determined using the Income Approach by applying appropriate discount rates to estimated cash flows based on our projection of revenue and costs. Key assumptions associated with the Income Approach include: projected cash flows, which reflect our best estimates of our future operations; a terminal value, which attributes value to cash flows for the years beyond the projection period; and a discount rate, which reflects the nature of the company and the risks associated with the business.

        The discount for marketability applied only in the stay private scenario was based upon a number of empirical studies, IRS Revenue Ruling 77-287 involving the issue of discounts for lack of marketability and certain other company specific factors, such as the prospects for liquidity absent an initial public offering and estimated volatility of our common stock, and the application of an option pricing model utilizing the value of a put option. A discount for lack of marketability of 25% in 19 July 2006, 20% in 31 December 2006, and 0% at 30 April 2007 was applied to arrive at the fair value of our common stock only in the stay private scenario. If a different discount for lack of marketability was used at each respective valuation date, the valuation results would have been different.

        Finally, the present value calculated for our common stock under each scenario was then probability-weighted based on our estimate of the relative occurrence of each scenario. The estimated

50



fair value of our common stock at each valuation date is equal to the sum of the probability-weighted present values for each scenario.

        We used a 10% probability weighting for the initial public offering scenario in our 19 July 2006 valuation and we increased this percentage in each valuation going forward to reflect the increased probability of a public offering as significant business milestones were achieved, including the HRP initiative with Merck, AstraZeneca, Philips and Humana, approval of our initial phase biomarker discovery project for LTBS under our Collaborative Research and Development Agreement, or CRADA, with the FDA, our sublicense to two proprietary cardiovascular biomarkers for congestive heart failure with the parties who will form ACS Biomarker, B.V. i.o., a strategic collaboration agreement with Humana, and increased discussions with investment bankers regarding a public offering. In general, the closer a company gets to an initial public offering, the higher the probability assessment weighting is for the public company scenario. In our case, the probability weighting assigned to the initial public offering scenario increased from 35% at 31 December 2006 to 70% at 30 April 2007.

        In addition to the initial public offering scenario, we considered the possibility of the optimistic sale within a similar timeline adjusted for the timeline to complete a sale process, and at a similar enterprise value as an initial public offering. As a result, the combined initial public offering and optimistic sale probability weightings as of the 19 July 2006, 31 December 2006 and 30 April 2007 valuation dates were 20%, 60% and 80%, respectively.

        The retrospective fair values of our common stock increased throughout 2006 reducing the difference between the fair value of our common stock and the estimated initial public offering price range. The increase in fair value was attributed to business and operating milestones and our proximity to a potential initial public offering, and the engagement of investment bankers. The retrospective fair value of our common stock on 19 July 2006 was determined to be $0.64 per share. The fair value of our common stock on that date contemplated the following:

    As of 19 July 2006 valuation date, we used a probability of 10% for the initial public offering scenario, 10% for the optimistic sale scenario, 40% for sale below full liquidation preference scenario, and 40% for the stay private scenario. The 10% probability of an initial public offering was based on our revenue level as of the valuation date and the need to continue to grow our revenue and enter into additional partnerships.

    The timelines to potential liquidity events ranged from approximately 18 to 30 months.

    The need for additional funding in order to sustain operations.

    Risks related to entering into additional partnerships for further biomarker development.

    The future proceeds were discounted at rate of return of 35% for the optimistic sale and initial public offering scenarios and 40% the stay private scenario.

    Discount for lack of marketability of 25% was applied only to the stay private scenario.

        The retrospective fair value of our common stock on 31 December 2006 was determined to be $2.60 per share. The fair value of our common stock on that date contemplated the following:

    As of 31 December 2006 valuation date, we used a probability of 35% for the initial public offering scenario, 25% for the optimistic sale scenario, 20% for sale below full liquidation preference scenario, and 40% for the stay private scenario. The increased probability from 10% to 35% of an initial public offering was based on our revenue level as of the valuation date and the entry into various strategic partnership agreements

    The timeline to complete the initial public offering of 6 months and the optimistic sale of 18 months.

51


    We entered into participation agreements for the HRP initiative with Merck and AstraZeneca, and were in negotiations with Philips to become a participant.

    A reduction in the risk adjusted discount rate of 25% for the optimistic sale and initial public offering scenarios and 35% for the stay private scenario.

    A reduction in the discount for lack of marketability from 25% to 20% was applied only to the stay private scenario.

        The contemporaneous fair value of our common stock on 30 April 2007 was determined to be $4.10 per share. The fair value of our common stock on that date contemplated the following:

    Philips became the third participant in the HRP initiative and we publicly announced HRP initiative.

    Under our CRADA with the FDA, we received approval of our initial phase biomarker discovery project for the LTBS for which we are collaborating with the FDA.

    We entered into negotiations for a biomarker product license and collaboration agreement with the parties who will form ACS Biomarker B. V. i.o. for two proprietary cardiovascular biomarkers for congestive heart failure.

    We were in negotiations with Humana to establish a strategic partnership to collaborate on the development and validation of biomarkers.

    As a result of entering into the partnership with Humana and engaging investment bankers to assist us in the process of an initial public offering, the likelihood of a short term liquidity event increased significantly. Consequently, we estimated a 70% probability of experiencing either a public offering or a sale at a premium in 2007.

    The timeline to complete an initial public offering of three months and a sale at a premium of 12 months.

    A risk adjusted discount rate of 25% represented our cost of capital.

    A reduction in the discount for lack of marketability from 20% to 0% was applied only to the stay private scenario.

        We have incorporated the fair values calculated in the contemporaneous and retrospective valuations into the Black-Scholes option pricing model when calculating the stock-based compensation expense to be recognized for the stock options granted in 2006. The valuations generated per share fair values of common stock of $0.64 at 19 July 2006, $2.60 at 31 December 2006 and $4.10 at 30 April 2007.

        Valuation models require the input of highly subjective assumptions. Because our privately held common stock has characteristics significantly different from that of publicly traded common stock and because changes in the subjective input assumptions can materially affect the fair value estimate, in management's opinion, the existing models do not necessarily provide a reliable, single measure of the fair value of our common stock. The foregoing valuation methodologies are not the only valuation methodologies available and will not be used to value our common stock following completion of the Offer. We cannot make assurances of any particular valuation of our common stock. Accordingly, investors are cautioned not to place undue reliance on the foregoing valuation methodologies as an indicator of future stock prices.

Material Factors Affecting our Results of Operations and Financial Condition

        We believe that the factors described in the following paragraphs have had and are expected to continue to have a material effect on our operational results and financial condition.

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    Revenue

        Our revenue is generated through our initiatives, collaborative research and development agreements and research services agreements. The terms of our collaborative research and development agreements typically include nonrefundable license fees, funding of research and development and payments based upon the achievement of certain milestones. The services we provide include the analysis of preclinical and/or clinical samples to identify biomarkers related to disease mechanisms or drug effects. In some cases, we have retained rights to the biomarkers identified in the course of these agreements. Our revenue currently tends to be concentrated, with assignments from a limited number of large customers generating a significant percentage of revenue in any given year.

        Upon successful development and commercialization of any of our molecular diagnostic product candidates, we will begin to generate revenue from sales of these products. For some of our diagnostic tests, we plan to perform services at our own certified laboratories or at contract laboratories. In other cases, we plan to sell our molecular diagnostic tests to physicians, hospitals and commercial laboratories. We also plan to generate revenue by licensing our technology to third parties for development of a finished product. In the future, we expect that our revenue from collaborations will decline as a percentage of total revenue.

    Operating Expenses

    Research and development expenses

        It is our policy to expend the major portion of our resources to conduct our research and development activities. We incur research and development expenses in connection with our internal biomarker discovery efforts. We also incur a significant portion of our research and development expenses in connection with our initiatives, collaborative research and development agreements and research services agreements. Typically these agreements allow us to retain some rights to the intellectual property developed during the projects. Additionally, we have invested in software and various platforms to perform the collaborative research and research services. Because we have not undertaken the research and development. activities exclusively for our own purposes, we do not identify separately the amounts spent on each type of activity.

        Our research and development expenses consist primarily of direct personnel costs, fees for consultants and outside services, laboratory consumables and overhead expenses. We use consultants and outside services to provide expertise or services which we do not have. We anticipate that research and development expenses will increase significantly, primarily due to our increased biomarker discovery and development efforts. We also expect that our research and development expenses will increase in connection with our initiatives, collaborative research and development agreements and research services agreements, partially offset by revenue generated under these agreements.

    General and administrative expenses

        General and administrative expenses consist primarily of salaries and other personnel-related expenses, professional fees, such as legal, auditing and tax, non-cash compensation related to stock-based awards and occupancy expenses.

        We expect that our general and administrative expenses will increase significantly as we hire additional personnel necessary for further growth of our company. We expect that general and administrative expense will also increase in connection with the listing of our common stock on Euronext Amsterdam due to increased regulatory, legal and accounting expenses associated with being a public company.

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Results of Operations

Three Months Ended 31 March 2007 and 2006

    Revenue

        Revenue increased by 392%, or $1.5 million, from $383,000 in the three months ended 31 March 2006 to $1.9 million in the three months ended 31 March 2007, primarily due to the increased number of active projects under our partnerships and collaborations. During the three months ended 31 March 2007, we recognized revenue from three ongoing studies with a major pharmaceutical company, the LTBS initiative and the HRP initiative, compared to the three months ended 31 March 2006, when we only recognized revenue from one ongoing study with a major pharmaceutical company.

    Operating expenses

 
  Three Months Ended
31 March

  Change
 
 
  2007
  2006
  $
  %
 
 
  (unaudited)
(dollars in thousands)

 
Research and development expenses   2,672   1,793   879   49 %
General and administrative expenses   808   565   243   43 %
   
 
 
 
 
  Total operating expenses   3,480   2,358   1,122   48 %
   
 
 
 
 

        Research and development expenses.    Research and development expenses increased by 49%, or $879,000, from the three months ended 31 March 2006 to the three months ended 31 March 2007, primarily due to increased personnel and personnel-related costs, consultants and outside services which are directly related to the increased project volume, and the non-cash compensation charges related to the increase in fair value relative to non-employee options. See "Management's Discussion and Analysis—Critical Accounting Policies and Estimates—Stock-Based Compensation."

        General and administrative expenses.    General and administrative expenses increased by 43%, or $243,000, from the three months ended 31 March 2006 to the three months ended 31 March 2007, primarily due to increased personnel and personnel-related costs and the non-cash compensation charges related to the increase in fair value relative to non-employee options. See "Management's Discussion and Analysis—Critical Accounting Policies and Estimates—Stock-Based Compensation."

        Interest income and expense.    Interest income increased by 100%, or $24,000, from the three months ended 31 March 2006 to the three months ended 31 March 2007 as a result of an increase in deposits. Interest expense decreased by 83%, or $146,000, from $175,000 in the three months ended 31 March 2006 to $29,000 in the three months ended 31 March 2007, due to a decrease in indebtedness.

    Years Ended 31 December 2006 and 2005

    Revenue

        Revenue increased by 300%, or $4.5 million, from $1.5 million in 2005 to $6.0 million in 2006, primarily due to the increased number of projects completed under our partnerships and collaborations. During 2006, we recognized revenue from three completed projects, one ongoing study and one new study, compared to 2005, when we only recognized revenue from our ongoing study for a major pharmaceutical company. One of our completed projects in 2006, for AstraZeneca, was for molecular profiling of clinical samples, including endogenous metabolites, lipids and proteins. In 2006, we completed projects for the Global Alliance for Tuberculosis Drug Development and Boehringer Ingelheim, continued our study for a major pharmaceutical company and initiated our HRP initiative.

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In 2006, four of our customers, each representing at least 10% of our revenue, in the aggregate represented 94% of our revenue. In 2005, one customer represented 100% of our revenue.

    Operating expenses

 
  Year Ended 31 December
  Change
 
 
  2006
  2005
  $
  %
 
 
  (dollars in thousands)

 
Research and development expenses   $ 7,833   $ 7,131   $ 702   10 %
General and administrative expenses     2,405     2,412     (7 )  
Gain on sale of property and equipment         (307 )   307   100 %
   
 
 
 
 
  Total operating expenses   $ 10,238   $ 9,236   $ 1,002   11 %
   
 
 
 
 

        Research and development expenses.    Research and development expenses increased by 10%, or $702,000, from 2005 to 2006, primarily due to increased personnel and personnel-related costs and travel and entertainment expenses. These increases were partially offset by the depreciation reduction due to an increase in fully depreciated assets.

        General and administrative expenses.    General and administrative expenses decreased $7,000, from 2005 to 2006, primarily due to decreased personnel and personnel-related costs, partially offset by the incremental non-cash compensation charges related to accounting for the cost of employee stock options as required under an accounting principle we adopted in 2006. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates—Stock-Based Compensation."

        Gain on sale of property and equipment.    Gain on sale of property and equipment decreased by 100% or $307,000 from 2005 to 2006 due to the absence of any sales of underutilized laboratory equipment in 2006.

        Gain on extinguishment of debt.    Gain on the extinguishment of debt decreased by 100%, from $1.0 million in 2005 to $0 in 2006, due to the absence of any extinguishment of any promissory notes in 2006.

        Interest income and expense.    Interest income increased by 9%, or $2,000, from $22,000 in 2005 to $24,000 in 2006, due to the increase in deposit balances. Interest expense decreased by 63%, or $1.0 million, from $1.6 million in 2005 to $0.6 million in 2006, due to a decrease in indebtedness.

    Years Ended 31 December 2005 and 2004

    Revenue

        Revenue decreased by 40%, or $1.0 million, from $2.5 million in 2004 to $1.5 million in 2005, primarily due to completion of specific milestones under our collaboration agreements. All of our revenue in 2005 resulted from our ongoing study with a major pharmaceutical company. During 2004, we recognized revenue from the completion of four projects, including our study for AstraZeneca, and our ongoing study for another major pharmaceutical company. In 2005, one customer represented 100% of our revenue. In 2004, three of our customers, each representing at least 10% of our revenue, in the aggregate represented 91% of our revenue.

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    Operating expenses

 
  Year Ended 31 December
  Change
 
 
  2005
  2004
  $
  %
 
 
  (dollars in thousands)

 
Research and development expenses   $ 7,131   $ 8,660   $ (1,529 ) (18 )%
General and administrative expenses     2,412     2,571     (159 ) (6 )%
Gain on sale of property and equipment     (307 )   (170 )   (137 ) (81 )%
   
 
 
 
 
  Total operating expenses   $ 9,236   $ 11,061   $ (1,825 ) (16 )%
   
 
 
 
 

        Research and development expenses.    Research and development expenses decreased by 18% or $1.5 million from 2004 to 2005, primarily due to reduced fees for outside consultants and services and a reduction in professional expenses for our collaborations completed in 2004. Because a significant portion of our laboratory and other equipment was fully depreciated by 2004, depreciation expense was lower in 2005.

        General and administrative expenses.    General and administrative expenses decreased 6%, or approximately $159,000, from 2004 to 2005, primarily due to reduced personnel-related costs.

        Gain on sale of property and equipment.    Gain on sale of property and equipment increased by 81% or $137,000 from 2004 to 2005 due to the greater sales of underutilized laboratory equipment.

        Gain on extinguishment of debt.    Gain on the extinguishment of debt decreased by 86.1%, from $7.2 million in 2004 to $1.0 million in 2005 due to a reduction in the aggregate principal amount and interest of promissory notes extinguished.

        Interest income and expense.    Interest income decreased by 75%, or $67,000, from $89,000 in 2004 to $22,000 in 2005, due to the decrease in deposits. Interest expense increased by 7%, or $0.1 million, from $1.5 million in 2004 to $1.6 million in 2005, due to an increase in indebtedness.

Liquidity and Capital Resources

        Our primary sources of liquidity have been funds generated from our equity financings, which have included the sale of shares of our common stock and preferred stock, debt financings, which have included the sale of convertible notes that have since been converted into shares of our preferred stock, and cash payments from our research and development collaborations and service agreements.

    Convertible Notes and Warrants

        In 2004, 2005 and 2006, we issued convertible promissory notes to certain of our shareholders and related parties in the aggregate principal amounts of $4.5 million, $3.0 million and $1.6 million, respectively. Specifically, during the period October 2004 to March 2005, we issued to Flagship Ventures and its affiliates, one of our Major Shareholders, Gilde Europe Food & Agribusiness Fund B.V., one of our Major Shareholders, and Stelios Papadopoulos, one of our directors, an aggregate principal amount of $5,500,000 in convertible promissory notes. In connection with the issuance of these notes, we issued warrants to purchase 1,833,333 shares of our common stock at an exercise price of $0.01 per share that expire 10 years from the issue date. In August 2005, the holders of these notes converted them into an aggregate of 3,919,358 shares of our Series A preferred stock at a price of $1.50 per share.

        During the period September 2005 to July 2006, we issued to Flagship Ventures and its affiliates, Gilde Europe Food & Agribusiness Fund B.V., Stelios Papadopoulos and Pieter Muntendam, our President and Chief Executive Officer, an aggregate principal amount of $3,550,000 in convertible

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promissory notes. In connection with the issuance of these notes, we issued warrants to purchase 709,988 shares of our common stock at an exercise price of $0.01 per share that expire 10 years from the issue date. In July 2006, the holders of these notes converted them into an aggregate of 2,509,866 shares of our Series A preferred stock at a price of $1.50 per share.

        Upon the closing of this Offer, the shares of Series A preferred stock that were issued upon conversion of the notes described above will be converted into 6,429,224 shares of our common stock. The warrants will remain outstanding. See "Description of Capital Stock—Warrants." Under the terms of the agreements among our shareholders described below, Flagship and Gilde Europe Food & Agribusiness Fund B.V. each have the right to designate one member to our Board of Directors. Noubar Afeyan, Ph.D., the managing partner of Flagship Ventures, is the current member of our Board of Directors designated by Flagship. Pieter van der Meer, General Manager of Gilde Healthcare Partners, is the current member of our Board of Directors designated by Gilde Europe Food & Agribusiness Fund B.V. The rights of Flagship and Gilde Europe Food & Agribusiness Fund B.V. to designate these directors will terminate immediately prior to completion of this Offer.

    Series A-1 Preferred Stock

        In July 2006, we issued to Koninklijke Philips Electronics N.V., one of our Major Shareholders, 2,475,247 shares of our Series A-1 preferred stock at a price of $2.02 per share for aggregate gross proceeds of $5 million. Upon the closing of this Offer, these shares will be converted into 2,475,247 shares of our common stock.

    Series C Preferred Stock

        In May 2007, we issued to Humana Inc. 1,369,863 shares of our Series C preferred stock at a price of $3.65 per share for aggregate gross proceeds of $5 million. Upon the closing of this Offer, these shares will be converted into 1,369,863 shares of our common stock.

    Capital Lease Credit Line

        We have a line of credit for capital leases with GE Capital Corp., or GE Capital, in the aggregate amount of $1.1 million for the purchase of laboratory and computer equipment, of which the full amount was available at 31 December 2006. The credit line is secured by a lien the equipment purchase under the credit line.

    Net Cash Used

        In 2004, we had negative cash flows from operating activities of $7.9 million. Net cash flows from investing activities were $3.4 million. Net cash flows from financing activities were $1.8 million, including proceeds from the issuance of convertible notes, partially offset by a restructuring payment and repayment of capital leases and equipment notes. As a result, we had negative cash flows in 2004 of $2.7 million.

        In 2005, we had negative cash flows from operating activities of $4.2 million. Proceeds from the sale of property and equipment and the sale of short-term investments, offset by purchases of property and equipment, resulted in cash flows from investing activities of $622,000. Net cash flows from financing activities were $1.0 million, including proceeds from the issuance of convertible notes, partially offset by a restructuring payment and repayment of capital leases and equipment notes. As a result, we had negative cash flows in 2005 of $2.6 million.

        In 2006, we had negative cash flows from operating activities of $4.4 million. As a result of purchases of property and equipment, we had negative cash flows from investing activities of $642,000. Net cash flows from financing activities were $4.9 million, including proceeds from the issuance of our

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Series A-1 preferred stock and convertible notes, offset by repayment of capital leases and equipment notes. As a result, we had negative cash flows in 2006 of $138,000.

        For the three months ended 31 March 2006, we had negative cash flows from operating activities of $1.1 million. Purchases of property and equipment resulted in cash used in investing activities of $8,000. Net cash flows from financing activities were $792,000, including proceeds from issuance of convertible notes, partially offset by repayment of capital leases and equipment notes. As a result, we had negative cash flows for the three months ended 31 March 2006 of $311,000.

        For the three months ended 31 March 2007, we had positive cash flows from operating activities of $2.0 million, partially due to a $3.7 million increase in deferred revenue related to the LTBS initiative and the HRP initiative. Purchases of short-term investments resulted in cash used in investing activities of $2.3 million. Net cash flows from financing activities were $114,000, including proceeds from the issuance of a promissory note to GE Capital, offset by repayment of capital leases and equipment notes. As a result, we had negative cash flows for the three months ended 31 March 2007 of $147,000.

        As of 30 June 2007, we had unrestricted cash and cash equivalents of approximately $3.9 million. We had restricted cash of approximately $5.2 million, consisting of cash received under the HRP initiative. This cash is used solely to fund the efforts under this strategic alliance.

        If the Offer should be withdrawn, our current cash resources do not provide us with sufficient working capital for the next 12 months following the date of this Prospectus. In such case, we require additional funds of approximately €5 million to cover the deficit in our working capital for the next 12 months following the date of this Prospectus. In that event, we expect we would seek to raise approximately €5 million of new equity or debt financing from our existing shareholders in the first quarter of 2008. We are confident that any deficit in our working capital occurring in the next 12 months following the date of this Prospectus will be remedied.

        We believe that the unrestricted cash and cash equivalents on hand at 30 June 2007, which includes $5.0 million received on 18 May 2007 from the sale of approximately 1.4 million shares of our Series C convertible preferred stock at a price of $3.65 per share, together with the expected net proceeds from the Offer, will be sufficient to meet our working capital through at least the next 12 months following the date of this Prospectus.

    Contractual Obligations

        The following table sets forth our payment obligations as of 31 December 2006 under contracts that provide for fixed and determinable payments over the periods indicated.

 
  Total
  Less than
1 year

  1-3 years
  3-5 years
  More than
5 years

 
  (in thousands)

Capital leases   $ 419   $ 340   $ 79        
Operating leases     766     494     272        
Equipment leases     915     915            
Contract services     750     750            
License fees     550     300     250        
   
 
 
 
 
Total   $ 3,400   $ 2,799   $ 601   $   $
   
 
 
 
 

        We lease approximately 22,000 square feet of office and laboratory space, with a term expiring in 2008, with options to renew until April 2011. We have equipment notes for laboratory and computer equipment payable during 2007. We have contracted outside services during 2007. We pay technology access and licensing fees. The table does not include any possible royalties payable under certain of our license agreements. We believe that we are reasonably likely to make such payments in the future,

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although the amounts and timing are not currently determinable. We believe that our facilities are adequate to meet our current needs, although if additional space is needed in the future, we believe that such space will be available on commercially reasonable terms. We also intend to establish a facility at the Philips High Tech Campus in Eindhoven, the Netherlands, to conduct biomarker discovery for ourselves and others, including Philips.

        We will require additional property, plant and equipment to accommodate our anticipated growth. We may choose to lease or directly purchase such property, plant and equipment depending upon the nature of the purchase, the current lease rate and our cash position.

Off Balance Sheet Arrangements

        We do not have any off balance sheet arrangements.

Recent Developments

        During the first half of 2007, we also borrowed approximately $808,000 under our line of credit with GE Capital for the purchase of equipment, after which we have approximately $293,000 available for future borrowings.

        In May 2007, we entered into a biomarker product license and collaboration agreement with the founders of the company to be known as ACS Biomarker B.V. i.o., or ACS Biomarker. ACS Biomarker, a company to be formed with technology exclusively licensed from the University of Maastricht and other parties, is being founded to develop and commercialize cardiovascular biomarkers discovered at the Cardiovascular Research Institute Maastricht, or CARIM. Pursuant to the agreement, as supplemented by two Licensing Addenda entered into in May 2007, ACS Biomarker granted us an exclusive worldwide development and commercial sublicense to two proprietary cardiovascular biomarkers for congestive heart failure, galectin-3 and thrombospondin-2, licensed by it from the University of Maastricht. In addition, we have sublicensed the rights to certain peptides as a diagnostic biomarker for atherothrombic vascular disease, subject to certain conditions to be met by ACS Biomarker.

        In May 2007, we received $5.0 million from the sale of 1,369,863 shares of our Series C convertible preferred stock at a price of $3.65 per share.

Qualitative and Quantitative Disclosures About Market Risk

        Our exposure to market risk is limited to our cash, cash equivalents and short-term investments which have maturities of less than one year as well as changes in foreign currency exchange rates as measured against the U.S. dollar. The goals of our investment policy are preservation of capital, fulfillment of liquidity needs and fiduciary control of cash and investments. We also seek to maximize income from our investments without assuming significant risk. To achieve our goals, we maintain a portfolio of cash equivalents and investments in a variety of securities of high credit quality. The securities in our investment portfolio are not leveraged, are classified as available for sale and are, due to their short-term nature, subject to minimal interest rate risk. We currently do not hedge interest rate exposure. Because of the short-term maturities of our investments, we do not believe that an increase in market rates would have a material negative impact on the value of our investment portfolio.

        Our exposure to foreign currency exchange rates is the result of certain of our suppliers being paid in foreign currencies. We do not currently hedge our foreign currency exposure. A hypothetical 10% change in exchange rates would not materially change our operating results. Given that the proceeds of the Offer will be denominated in Euros, there will be market risk that the exchange rates will change between the date of closing and the settlement of funds to us. We may choose to enter into foreign

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exchange or options contracts in an efforts to minimize our economic exposure to such changes in the future.

Recent Accounting Pronouncements

        In June 2006, the Financial Accounting Standards Board, or FASB, issued FASB Interpretation No. 48, or FIN 48, Accounting for Uncertainty in Income Taxes—an interpretation of FASB Statement No. 109. This interpretation addresses the recognition and measurement of tax positions to be reported on an entities tax return as they relate to the positions being taken on the financial statements. FIN 48 is effective for financial statements issued for fiscal periods beginning after 15 December 2006. We believe the impact of the adoption of FIN 48 will not be material to our financial position and results of operations.

        In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements, or SFAS No. 157. SFAS No. 157 provides guidance for using fair value to measure assets and liabilities. It establishes a framework for measuring fair value and expands disclosures about fair value measurements. SFAS No. 157 is effective for financial statements issued for the first interim period after 15 November 2007 or 1 January 2008. We are currently evaluating the impact the adoption of SFAS No. 157 will have on our financial position and results of operations.

        In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities, or SFAS No. 159. The purpose of the statement is to expand the use of fair value measurement and thus decrease the occurrence of measuring assets and liabilities differently. SFAS No. 159 is effective for financial statements issued for fiscal years beginning after 15 November 2007. We are currently evaluating the impact the adoption of SFAS No. 159 will have on our financial position and results of operations.

        In June 2007, the EITF issued EITF Issue 07-03, Accounting for Advance Payments for Goods or Services to Be Used in Future Research and Development, or EITF 07-03. EITF 07-03 addresses the diversity which exists with respect to the accounting for the non-refundable portion of a payment made by a research and development entity for future research and development activities. Under this EITF, an entity would defer and capitalize non-refundable advance payments made for research and development activities until the related goods are delivered or the related services are performed. EITF 07-03 is effective for fiscal years beginning after 15 December 2007 and interim periods within those years. We do not expect that the adoption of EITF 07-03 will have a material impact on our financial position.

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BUSINESS

Overview

        We are a life sciences company focused on the discovery, development and commercialization of novel molecular diagnostics based on biomarkers to improve patient outcomes and contain healthcare costs. We discover biomarkers and are developing molecular diagnostic tests based on biomarkers that are intended to provide information to physicians that will improve patient treatment decisions. Our molecular diagnostic tests are designed to predict a patient's response to a drug therapy, determine the potential toxicity of therapeutic agents to patients, identify patients who have or are likely to develop a specific disease, predict a patient's prognosis once a disease has been diagnosed and monitor a patient's disease progression or drug response. We discover biomarkers and are developing our product candidates using our proprietary, versatile, scalable technology platform. Our platform is the discovery engine that enables us to identify new biomarkers by integrating and automating the measurement, analysis, characterization and interpretation of proteins and small non-protein biological molecules, or metabolites, collected from bodily fluids. With our robust technology platform, we believe that we are well-positioned to rapidly and cost-effectively discover new high-value biomarkers over a broad range of therapeutic categories that promise to be highly correlated to clinical outcomes. We have validated our technology platform over five years of extensive collaborative research. We have collaborations and initiatives with major pharmaceutical companies, the U.S. Food and Drug Administration, or FDA, and other healthcare organizations. We have created a broad pipeline of product candidates that focus on cardiovascular disease, cancer and central nervous system, or CNS, disorders.

        We believe that we are at the forefront of a changing healthcare treatment paradigm in which individualized diagnostic information will play an increasingly important role in improving patient care and containing rapidly growing healthcare costs. In recent years, many innovative, high-cost therapies have become available, including drugs that cost in excess of $50,000 per patient annually. However, many of these therapies are effective only in a minority of the patients for whom they are prescribed. Physicians currently have limited tools to identify patients for whom a drug will be effective or safety may be a concern. We are designing our molecular diagnostic product candidates to provide medical professionals with information that facilitates prescribing the right drugs for the right patients at the right time. Health insurance companies are showing an increased willingness to pay for molecular diagnostic tests that promise to contain healthcare costs. As a result, molecular diagnostics is the fastest growing category within the overall in vitro diagnostics market. According to a report published by Kalorama Information, Inc., a division of MarketResearch.com, the field of molecular diagnostics is expected to grow in the seven largest markets around the world from nearly $18 billion in sales in 2006 to $92 billion in 2016, which represents a 17.7% compound annual growth rate, or CAGR. We believe that we are well-positioned to address this market opportunity by capitalizing on the growing demand for more individualized medicine.

        We have built a proprietary technology platform to discover novel biomarkers that we use to generate new product candidates. Our approach involves the integrated analysis of thousands of precise measurements of proteins, metabolites and nucleic acids. Our technology platform allows us to pursue the most promising commercial opportunities because it is not constrained by biology or specimen type. Moreover, the flexibility of our platform allows us to develop tests that use easily obtainable biological samples, such as blood and urine. We have secured access to clinical samples for biomarker discovery and diagnostic test validation from collaborators. For example, we have established a partnership with Humana Inc., or Humana, a U.S. health insurance company, to enable cost-effective biomarker validation studies among its membership. Our high throughput platform is automated and highly scalable, with capacity, in its current configuration, for 16 to 20 new discovery projects per year. We are able to complete the discovery phase and determine whether to move forward with a particular project within approximately 120 days, on average, after receiving samples. This minimizes costs and enables us to focus solely on projects with higher probabilities of success. Based on our experience to date, at our

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current capacity, we believe that we will be able to develop and launch up to four new high-value molecular diagnostic tests per year.

        The strength of our technology platform has been validated through our multiple initiatives and collaborations with leading pharmaceutical companies and healthcare organizations. In February 2007, we announced a collaboration with the FDA and seven pharmaceutical companies in one of the projects under the FDA's Critical Path Initiative, called LTBS, or liver toxicity biomarker study, to discover a new biomarker to predict drug-induced human liver toxicity. Because liver toxicity is one of the leading causes of drug failure in clinical trials, a biomarker for liver toxicity could significantly reduce drug failure rates in clinical trials and consequently improve pharmaceutical research and development productivity. In January 2007, we announced that we are leading the HRP initiative for high-risk plaque with Philips Medical Systems Nederland B.V., or Philips, AstraZeneca AB, or AstraZeneca, Merck & Co., Inc., or Merck, and Humana to discover biomarkers for the early detection of coronary artery disease. Last year we entered into a strategic partnership with Philips to discover biomarkers for use in conjunction with Philips' medical technologies for disease diagnosis and patient monitoring. In connection with this partnership, Philips made an equity investment in our company. In addition, we intend to establish a facility at the Philips High Tech Campus in Eindhoven, the Netherlands, to conduct biomarker discovery for ourselves and others, including Philips. We have also collaborated with a number of pharmaceutical companies, such as AstraZeneca and the Mitsubishi Pharma Corporation, on biomarker research related to important diseases or drug effects. We believe that these initiatives and collaborations demonstrate our leadership in the establishment of a new healthcare treatment paradigm and position us to capitalize on the development and commercialization of molecular diagnostic products from biomarkers.

        We are leveraging our technology platform, initiatives and collaborations to discover new biomarkers for clinically and commercially important diseases and treatments. From these biomarker discoveries, we aim to create a broad and robust pipeline of molecular diagnostic products with high potential value to improve patient outcomes and contain healthcare costs. Based on the capacity of our technology platform and our experience to date in biomarker discovery, we believe that we can develop and launch up to four new products per year, with the first product expected as soon as 2009. One of our product candidates, in the area of cardiovascular disease, is based on a biomarker we discovered that may be used to detect asymptomatic coronary artery stenosis, or narrowing of the arteries leading to the heart. This biomarker could be used to identify patients who would benefit from drug, device, or surgical treatments to prevent heart attacks. Some of our other product candidates that we expect to advance rapidly are based on programs we began recently to discover biomarkers for predicting and monitoring the response of cancer patients to treatment with Herceptin® (trastuzumab) or Avastin® (bevacizumab). To complement our internal discovery efforts, we have also in-licensed a biomarker discovered at the University of Maastricht in the Netherlands that identifies patients at highest risk for adverse outcomes in congestive heart failure, or CHF. Our product pipeline also includes additional molecular diagnostics for cardiovascular disease, cancer, CNS disorders and other diseases. We believe that our technology platform will enable us to maintain a broad product pipeline and thus diversify our product development risk. In addition, we expect our products to have shorter development times and less onerous regulatory requirements than are typical for therapeutic products. As a result, we believe that our product development strategy will allow us to benefit from current healthcare trends with a lower risk approach than a therapeutically focused biotechnology company.

History

        We were incorporated in Delaware, United States in February 2000. Our founders include Dr. Noubar Afeyan, our Non-Executive Chairman of the Board, and Dr. Jan van der Greef, Professor of Analytical Biosciences at Leiden University and Scientific Director of Systems Biology Research at TNO, Netherlands Organization for Applied Scientific Research. Our company was created to explore

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potential applications of systems biology in drug discovery and development and focused initially on developing the new measurement tools and sophisticated data analysis techniques that have become the foundation of our technology platform in biomarker discovery. We have conducted studies based on our founders' vision that the behavior of biological systems is too complex to predict based on genomic results alone and that in many cases one would also need to determine the actual biological state by measuring proteins and metabolites. In 2004, we hired Pieter Muntendam, our President and Chief Executive Officer. Since inception we have raised approximately $52.1 million from investors, including entities affiliated with Flagship Ventures, Elan Corporation, Gilde Healthcare Partners, Philips, Waters Technologies and Humana.

Industry Overview

        The in vitro diagnostics, or IVD, industry focuses on developing products used to evaluate and analyze biological specimens derived from bodily fluids, such as blood, plasma, urine, cells and other substances taken from patients. The information generated may be used to diagnose disease, monitor and guide therapy, assist in managing chronic disease and assess patient status during admission and discharge. Over the last decade, the clinically routine testing segment of the global IVD market has matured and experienced only modest growth, with a CAGR of 5% to 6%, reaching an estimated $22.9 billion in 2005, according to an article published in August 2006 in Nature Biotechnology. Concurrently, an emerging, high-value segment of the IVD market, known as molecular diagnostics, has captured the attention and research and development efforts of the industry's leading companies. According to the Kalorama report, the molecular diagnostics segment of this market, including a variety of laboratory tests, such as consumer diagnostics (over-the-counter, at-home tests), clinical research, biomarker discovery/testing and novel molecular analyses, was approximately $18 billion in 2006 and is projected to exceed $92 billion in the seven major markets by 2016, a CAGR of 17.7%. Within this expanding market segment, molecular diagnostics that provide predictive drug response and safety information is expected to increase from 17.5% of the current market potential to approximately 66%, or over $60 billion of the market potential by 2016. As such, we believe tests that can help physicians make more informed therapeutic decisions for each individual patient will increasingly offer a significant business opportunity. This is an area of significant emphasis in our product development efforts.

        Molecular diagnostics relies on the analysis of biological processes at the molecular level by utilizing biomarkers. A biomarker is one or more characteristics that are objectively measured and evaluated as an indicator of normal biological processes, pathogenic processes or pharmacological responses to a therapeutic intervention. Since biomarkers correlate with an underlying process within the body, tests to measure these biomarkers can be used effectively to inform physicians on treatment decisions. Utilizing our proprietary technology platform, which integrates proteomic, metabolomic, genomic and clinical information, we are focused on discovering these biomarkers for the development of high-value molecular diagnostics.

        A key driver in the growth of molecular diagnostics was the mapping of the human genome as part of the Human Genome Project, which provided a better understanding of the genetic variances that influence diseases. Genetic variances remain important indicators in the diagnosis and treatment of diseases. However, while analyzing DNA can provide information about a patient's genome, this genetic information can only be used to determine an individual's predisposition, or susceptibility, to a disease or to respond to drug treatment. For example, it cannot provide any information as to whether an individual is actually suffering from a disease or responding to a drug treatment. Ribonucleic acid, or RNA, if appropriate cells or tissues are available, provides information about the synthesis of proteins which can indicate whether an individual has a disease or is responding to a drug treatment. However, RNA analysis can be misleading since it often does not accurately reflect the level of a protein in a

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cell, for example, because differing rates of protein turnover can be governed by the activity of other proteins.

        Although genomic information is of great value, neither an individual's genome nor data on gene expression can provide direct information about the exact protein species or metabolite that is serving a normal bodily function, contributing to a pathological state or involved in the response to a drug treatment. As a result, the predisposition of a particular person to develop certain diseases and the impact of drugs on that person is often significantly influenced by the proteins and metabolites that are present in the human body and affect cell activity. We believe that the behavior of biological systems is too complex to predict based on genomic results alone and that in many cases one would also need to determine the actual biological state by measuring proteins and metabolites.

        Proteomic and metabolomic measurements can provide direct information about the concentrations, and changes in the concentrations, of proteins and metabolites in bodily tissues, cells and, most importantly, in bodily fluids. Unlike genomic tests which require samples from affected cells and tissues, protein and metabolite biomarkers can be sourced from bodily fluids, including blood plasma and urine, which are more easily obtainable. For example, proteomics and metabolomics technologies can be applied to a blood sample from which all cells have been removed to reveal its protein and metabolite composition, including the sometimes very important chemical modifications that have been made to the protein after it was first generated as a result of the protein decoding process. It is possible to gather significant information about a disease process or drug response and, moreover, to create a simple blood-based diagnostic test from the proteomic and metabolomic information derived from a blood sample.

        These molecular diagnostic tests can be used to answer a number of important treatment questions and include the following types of tests:

    Drug Response—predict treatment response before initiation of therapy or predict treatment outcome early in the course of therapy;

    Drug Safety—predict toxicity and side effects before initiation of therapy or detect such effects before signs or symptoms appear;

    Disease Diagnostics—identify the presence of disease, either before or after the appearance of signs or symptoms;

    Disease Prognostics—predict the likely future course of a disease; and

    Patient Monitoring—determine the progression of a disease and whether or not a patient is responding to therapy.

        Our current molecular diagnostic product candidates include examples of each of these types of tests.

Limitations of the Current Healthcare Treatment Paradigm

        Physicians currently have limited information to enable individualized treatment decisions for patients. Consequently, the current treatment paradigm is based on a trial-and-error approach to find the most suitable drug for an individual patient. This approach does not usually account for biological variability between patients, which often has a significant impact on how each patient responds to a particular drug. We believe a significant number of drugs across many therapeutic areas are currently being prescribed to patients who will not realize the full intended therapeutic benefit or who will experience side effects associated with the treatment. It often takes months for patients to exhibit evidence of inappropriate drug therapy and, as such, physicians may be unaware of the need to change their treatment regimen. When superior alternatives exist, prolonged treatment with sub-optimal or poorly tolerated therapy results in inferior patient outcomes and increases healthcare costs. We believe

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that molecular diagnostic tests based on biomarkers can provide information to help physicians choose the right drug for the right patient at the right time.

        The current healthcare treatment paradigm poses a significant economic burden on the healthcare system. Third-party payors, including health insurance companies, managed care organizations and government health administrative authorities, currently cover drugs that are considered effective, on average, for a general population of patients but may be less effective, or even harmful, for individual patients. The healthcare cost burden is expected to grow significantly. As we believe our collaboration with Humana suggests, there is increasing interest in using diagnostics in clinical decisions that may provide drug efficacy information toward individualizing therapy. In addition, a combination of providers, government regulators including the FDA, patient advocacy groups, and most importantly, patients, are increasing pressure on the healthcare industry to develop cost effective, individualized drug regimens driven by targeted molecular diagnostics to improve treatment outcomes and ease the rising costs of healthcare. The escalating cost of healthcare has become an important social, economic and political issue in the United States, Europe and throughout the world.

        We believe that the ability to deliver targeted or individualized therapies will increase the competitive advantage for pharmaceutical and biotechnology companies that adopt this approach. In addition, we believe drug development companies may be able to use molecular diagnostics and validated biomarkers to improve development productivity, reduce or even avoid costly trials and create products with better efficacy and side-effect profiles. Moreover, through its Critical Path Initiative, the FDA is focused on individualized medicine and continues to issue statements and guidance designed to encourage the development of molecular diagnostics and targeted drug candidates based on validated biomarker data.

Our Strategy

        Our objective is to become a leader in discovering, developing and commercializing molecular diagnostic products based on biomarkers. We seek to provide physicians with better information for the diagnosis, treatment and monitoring of disease, which we believe will result in improved patient outcomes and more efficient use of healthcare resources. We plan to leverage our technology platform, initiatives and collaborations to discover and develop new molecular diagnostic tests for clinically and commercially important diseases and treatments. Key elements of our strategy include:

    Advancing our pipeline of molecular diagnostic product candidates across a range of therapeutic areas. We intend to advance our existing pipeline of molecular diagnostic product candidates to commercialization. We believe that our expertise in discovery will enable us, early in the development cycle, to identify biomarkers with high probabilities of success and to discontinue product candidates that may fail or have low probabilities of success. In addition, we plan to opportunistically in-license biomarkers to complement our pipeline with new product candidates. We believe that the breadth of our pipeline enables us to diversify the product development risk typically associated with biotechnology and pharmaceutical companies;

    Adopting a multi-pronged approach to the commercialization of our product candidates. Our commercialization strategy may include three approaches: clinical laboratory services, direct product sales or out-licensing our products. We intend to evaluate our commercialization strategy on a product-by-product basis and may implement different strategies in different geographic markets;

    Maintaining and expanding our technology advantage. We believe that our principal strength is our proprietary technology platform and associated patent portfolio and trade secrets. We believe that maintaining our technology advantage and expanding our technology platform will enable us to discover new biomarkers and develop molecular diagnostics from these biomarkers. Moreover, we plan to continue to increase and protect our patent portfolio and trade secrets;

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    Aligning ourselves with third-party payors to encourage the acceptance of our products. We believe third-party payors have financial incentives to encourage the market acceptance of molecular diagnostic tests in order to control costs and the ability to facilitate market penetration of our product candidates. Consequently, we intend to focus on opportunities where the interests of third-party payors are aligned with those of patients. For example, we will pursue opportunities in which high-cost therapies are ineffective or may result in serious side effects in some patients or where there is a need for early, cost-effective detection of disease; and

    Collaborating with pharmaceutical companies. We intend to continue establishing high-value collaborations with pharmaceutical companies and leverage these relationships to expand our capabilities and develop new product opportunities.

Benefits of Our Solution

        We expect that our molecular diagnostics will offer an unambiguous benefit to the patient and for many of our tests patient and third-party payor interests will be aligned because of better treatment outcomes and reduced costs. We expect to achieve these benefits by providing physicians with key information to optimize therapy decisions for their patients. We believe that our products will benefit interested parties as follows:

    Drug Response Markers—patients and physicians may benefit from better treatment outcomes; third-party payors may benefit from avoidance of ineffective therapies and earlier use of effective therapies, which may reduce overall treatment costs;

    Drug Safety Markers—patients and physicians may benefit from reduced risk of significant side effects; third-party payors may benefit from reduced costs of treating side effects;

    Disease Diagnostics—patients and physicians may benefit from better treatment outcomes; third-party payors may benefit from more cost-effective health management;

    Disease Prognostics—patients and physicians may benefit from better treatment outcomes due to selection of interventions that align with the expected course of disease; hospitals may benefit because of the ability to provide certain enhanced services for patients with the poorest predicted outcome, such as those at risk for early re-admission for which the hospital is financially liable; third-party payors may benefit by focusing disease management resources on patients with the worst prognosis; and

    Patient Monitoring—patients and physicians may benefit from better treatment outcomes due to timely interventions; hospitals may benefit because of improved treatment outcomes and efficiencies; third-party payors may benefit from cost avoidance due to improved treatment outcomes.

Our Product Candidates

        We are developing a broad pipeline of molecular diagnostics to aid in the diagnosis and treatment of a range of diseases, including cardiovascular diseases, cancer and CNS disorders. Based on the capacity of our technology platform and our experience to date in biomarker discovery, we believe that we can develop and launch up to four new products per year, with the first product expected as soon as 2009. We expect to regularly update our product development and commercialization plans, however, as some candidates may advance more quickly, while others could face scientific, business or regulatory obstacles and be replaced by other molecular diagnostic tests from our ongoing biomarker discovery

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efforts. The table below provides an overview of our current product pipeline. The development phases in the table below are described in "Business—Our Product Development Process."

Disease Area Test Name

  Description
  Development Phase
  Estimated
Potential U.S.
Patients per
Year (000s)


Cardiovascular Disease

 

 

 

 

 

 

Congestive Heart Failure

 

Prognostic test for cardiac events in patients with congestive or acute heart failure

 

Development

 

5,200

Coronary Stenosis

 

Screening test for arterial narrowing in patients at risk for coronary artery disease

 

Development

 

15,800

Vulnerable Plaque

 

Identify patients at risk for plaque rupture

 

Discovery

 

15,800

Oncology

 

 

 

 

 

 

Herceptin® Response

 

Response prediction and monitoring in HER2+ breast cancer

 

Discovery

 

50-55

Avastin® Response

 

Response prediction and monitoring in colorectal and non-small cell lung cancer

 

Discovery

 

200-250

Tykerb® Response

 

Response prediction and monitoring in HER2+ breast cancer

 

Planning

 

50-55

CNS

 

 

 

 

 

 

Alzheimer's Disease

 

Early diagnosis of Alzheimer's Disease

 

Development

 

4,500-5,000

Multiple Sclerosis

 

Measure disease activity for therapy selection and adjustment

 

Discovery

 

400

Tysabri® Response/Safety

 

Response prediction and monitoring; Safety monitoring

 

Planning

 

80-100

Other

 

 

 

 

 

 

Avandia® Response

 

Early indicator of drug response in patients with Type II diabetes

 

Development

 

300-400

Preeclampsia

 

Early detection of preeclampsia

 

Planning

 

5,000-6,000

Enbrel®/Remicade® Safety

 

Identify/monitor risk of infection in patients receiving Enbrel/Remicade therapy

 

Planning

 

400-500

    Our Leading Product Candidates

    Congestive Heart Failure

        Congestive heart failure, or CHF, a condition in which the heart cannot pump enough blood to the rest of the body, affects an estimated 5 million people in the United States and we believe a similar number in Europe. CHF may result from a variety of causes, including narrowing of the coronary arteries, a previous heart attack, chronic high blood pressure, or defects of the heart valves or muscle

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itself. Patients typically present with rather non-specific symptoms such as swollen legs or ankles, shortness of breath, or weight gain. To treat CHF effectively, and avoid its more serious complications, doctors need an accurate diagnosis and a prediction of the expected course of the patient's condition.

        We have in-licensed the commercial rights to a new biomarker for CHF that was discovered by scientists at University Hospital Maastricht. As reported in the Journal of the American College of Cardiology in March 2006, these scientists and clinicians at the Massachusetts General Hospital studied 599 patients presenting to the emergency department with shortness of breath, of which 209, or 35%, were found to have acute heart failure. Measurements of two proteins found in plasma, called BNP and galectin-3, were each found to correlate with a diagnosis of acute heart failure. In a multivariate logistic regression analysis, an elevated level of galectin-3 was the best independent predictor of 60-day mortality or the combination of death/recurrent HF within 60 days. Moreover, the combined level of these two proteins was a highly significant predictor of a patient's odds of death or recurrent heart failure within 60 days.

        We plan to conduct a confirmatory study with our partner Humana under our collaboration agreement detailed in the section of this Prospectus entitled "Business—Our Collaborations." This study will provide additional data in support of our regulatory filings and will provide the basis for determining economic and health outcomes benefits. We plan to develop a test for the combined diagnosis and prognosis of patients with congestive heart failure based on measuring the plasma levels of galectin-3 alone or in combination with BNP. We believe that such a test will benefit patients, physicians and third-party payors by enabling better identification and management of the patients with the worst prognosis, thereby reducing adverse outcomes including hospitalization and death. We are currently beginning the assay development phase of product development. To reach the broad, hospital-based market, we would market this product candidate as an in vitro diagnostic test kit, which we may sell to distributors or license to one or more third parties with an installed base of tests in hospital laboratories.

    Coronary Stenosis

        Narrowing of the arteries that supply blood to the heart, called coronary stenosis or coronary artery disease, affects approximately 15 million people in the United States. We believe the prevalence is similar in Europe. As the heart muscle becomes deprived of its blood supply, patients with coronary stenosis may experience chest pains, called angina pectoris. In more severe cases, the narrowed artery can become blocked by a blood clot, resulting in a heart attack. Unfortunately, patients are often unaware of coronary stenosis until it has progressed to the point where it causes acute symptoms and doctors can only measure the degree of arterial narrowing or blockage through an invasive procedure called angiography that involves inserting a catheter and injecting a dye directly into the arteries.

        In an effort to develop an accurate but less invasive test for coronary stenosis, we studied plasma samples from 40 patients with advanced coronary artery disease and 40 matched patients without advanced coronary artery disease who were undergoing coronary angiography. The patients were part of an ongoing trial at Duke University called the CATHGEN Research Project. We believe this study is a valuable resource for the investigation of biomarkers associated with coronary heart disease and related disorders. The project began by collecting DNA and blood samples in December 2000 from consenting research subjects undergoing cardiac catheterization at Duke University Medical Center. In our biomarker discovery study, which was conducted as part of a research collaboration with a major pharmaceutical company, we identified a panel of 15 metabolites that was highly correlated with the presence of coronary stenosis as measured by angiography. We have filed a patent application on this discovery. Both we and the pharmaceutical company hold worldwide rights to commercialize products based on this invention.

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        In 2007, as part of our HRP initiative, we commenced a second study to analyze approximately 140 patient samples from the CATHGEN Research Project. The main objective of this study is to identify novel biomarkers of increased risk for major acute coronary events attributable to vulnerable plaque. However, we will also use the results for verification of our coronary stenosis biomarker set. This new study will also include an analysis of potential protein biomarkers for coronary stenosis, which may strengthen the biomarker's performance characteristics or facilitate development of a molecular diagnostic test. In the event this leads to additional inventions, we would own the worldwide exclusive commercialization rights to them. In the third quarter of 2007, as part of the HRP initiative, we plan to launch a large prospective study involving 6,000 individuals who are at medium to high risk for major cardiovascular events. Approximately 1,000 of these subjects will be invited to undergo advanced coronary imaging using computed tomography, or CT. This unique sample set will provide us with an opportunity to qualify our coronary stenosis biomarker. After the verification and qualification studies are successfully completed, we will develop a diagnostic test based on this biomarker panel.

    Herceptin Response and Avastin Response

        Herceptin® (trastuzumab) is a therapy for women with metastatic breast cancer whose tumors produce excess amounts of a protein called HER2. The American Cancer Society estimates that 178,000 American women will be diagnosed with breast cancer in 2007, and that 40,000 breast cancer patients will die of their disease. Approximately 25 to 30% of breast cancer tumors are HER2 positive. Herceptin is approved for first-line use in combination with paclitaxel, or as a single agent for patients who have received one or more chemotherapy regimens. In clinical trials, the addition of weekly doses of Herceptin together with or following chemotherapy was shown to extend overall patient survival. Unfortunately, despite pre-testing for high levels of HER2, only a minority of patients have been shown in clinical trials to respond to Herceptin treatment.

        We are conducting a biomarker discovery project to identify an early indicator of response to Herceptin treatment. We believe that a test based on an early response biomarker would benefit both patients and third-party payors by enabling more efficient use of Herceptin treatment. Patients with early evidence of response would be encouraged to continue treatment, while those who did not respond would have the opportunity to switch to other, potentially more effective therapies. In collaboration with M.D. Anderson Cancer Center, in Houston, Texas, United States, we have access to samples and associated treatment information from 80 patients who were treated with Herceptin.

        Avastin® (bevacizumab) is a cancer treatment that works by inhibiting angiogenesis, the process by which new blood vessels develop and carry vital nutrients to a tumor. This mechanism makes Avastin a valuable component of the treatment regimen for many types of cancer, including colorectal or lung cancer, the two cancers for which Avastin is currently approved. As a consequence, Avastin has become one of the largest selling cancer drugs ever. According to the American Cancer Society, more than 350,000 Americans will be diagnosed with colorectal or lung cancer in 2007. We estimate that over 500,000 patients in the United States and Europe may be eligible for Avastin treatment annually. As with other cancer therapies, some patients respond well to Avastin treatment and others do not, and many patients who initially respond later develop resistance. Based on studies described in the manufacturer's prescribing information, Avastin is effective in less than half of patients. At an annual cost between $50,000 and $100,000, we believe there is a compelling need for an early response test that would enable more efficient use of Avastin by encouraging responding patients to continue treatment, while enabling non-responders to switch more quickly to other therapies.

        We are conducting a biomarker discovery project to identify an early biomarker of response to Avastin treatment. We are collaborating with Roswell Park Cancer Institute, or RPCI, in Buffalo, New York, United States, and in the third quarter of 2007 we expect to receive patient samples and associated treatment information from RPCI. We and RPCI will collaborate on discovering and advancing blood-based biomarkers for response to treatment with Avastin in patients with colorectal

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cancer. In addition, we intend to initiate studies with Avastin in patients with non-small cell lung cancer.

        While our biomarkers for response to treatment with Herceptin and Avastin are currently in the discovery phase, we believe that our work will proceed rapidly, based on the availability of samples and retrospective clinical data. In addition, we plan to recruit patient volunteers undergoing treatment with Heceptin or Avastin through our partnership with Humana, which should facilitate the verification and qualification studies for these biomarkers. Because of the focused nature of the market and the high value of individual tests, we may launch the Herceptin and Avastin response tests as a service, through our own labs or a reference laboratory partner.

    Our Other Product Candidates

        Vulnerable Plaque—There are approximately 15 million people in the United States, and we believe similar numbers in Europe, with atherothrombotic cardiovascular disease. This condition is characterized by the build-up of fatty deposits called atherosclerotic plaque in the walls of blood vessels. The rupture of this plaque can cause the formation of a blood clot that blocks the flow of blood to the heart or the brain, often resulting in a heart attack or stroke. Because there is no specific, non-invasive diagnostic test to determine whether a patient has atherosclerotic plaque that is vulnerable to rupture, these events usually occur without any warning. As part of the HRP initiative, we are working on the discovery and validation of novel biomarkers for predicting a patient's risk of acute atherothrombosis. This initiative is described under "Our Initiatives" below. We have the right to develop diagnostic products from discoveries made as part of the HRP initiative, and we have the right to use sample aliquots and data derived from the HRP initiative for biomarker validation. However, participant companies in the HRP initiative also hold specified rights to the inventions derived from the studies conducted under the initiative, as described in "Business—Our Collaborations."

        Tykerb Response—In March 2007, the FDA approved Tykerb® (lapatinib) for use in combination with Xelodar (capecitabine), another cancer drug, for patients with advanced, metastatic breast cancer that is HER2 positive. In the United States, approximately 8,000 to 10,000 women die from metastatic, HER2 positive breast cancer each year. Tykerb combination treatment is indicated for women who have received prior therapy with other cancer drugs, including an anthracycline, a taxane and Herceptin. Because it has a different mechanism of action, Tykerb works in some HER2 positive breast cancers that have been treated with Herceptin and are no longer benefiting from it. With a minority of patients expected to respond to Tykerb, based on studies referenced in the prescribing information, we believe there will be a significant opportunity to stratify patients based on a biomarker-based test that could be used as an indicator of each patient's likelihood to respond to Tykerb. We are in the planning phase of developing a biomarker for early response to Tykerb. Like our Herceptin response and Avastin response markers, this test would help doctors determine which patients should continue to receive Tykerb and which patients should switch to alternative treatments.

        Alzheimer's Disease—With the aging of the population, Alzheimer's disease, or AD, is becoming an increasingly important problem in developed countries throughout the world. For example, according to the Alzheimer's Association, AD affects approximately 5 million people in the United States and the collective cost of caring for these patients is nearly $150 billion per year. According to Alzheimer Europe, approximately 6 million people in Europe suffer from AD or some other form of dementia. Although there is currently no cure for AD, an early diagnosis of the disease is believed to offer the best opportunity for treatment to improve a patient's quality of life and slow the progression of the disease. We have discovered a series of biomarkers in urine that could be used to screen patients for AD, providing a potentially useful tool in diagnosing the disease before it reaches an advanced stage. This program is currently in the product development phase, and we are currently identifying a source of samples suitable for verification and clinical development.

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        Multiple Sclerosis and Tysabri—Multiple Sclerosis, or MS, is a serious medical condition that affects approximately 350,000 people in the United States and an estimated 2.5 million individuals worldwide. MS is thought to be an autoimmune disease that affects the CNS. The most common form of MS is characterized by an irregular pattern of remissions and exacerbations of disease symptoms. By allowing doctors to monitor the underlying disease activity, biomarkers have the potential to markedly change and advance care for individuals with MS. We are conducting two biomarker discovery projects with the MS Research Center of New York, or MSRCNY, as further described in "Business—Our Collaborations." The first project, currently in the discovery phase, aims to identify plasma markers of MS disease activity, which could be used to diagnose and monitor patients. The work on this biomarker leverages earlier discovery studies done by MSRCNY and uses available samples. The second project focuses on MS patients receiving Tysabri® (natalizumab), a treatment which has been associated with a rare but serious side effect. We seek to identify early markers of Tysabri efficacy and side effects to aid in patient management. We are currently collecting samples and expect to have sufficient numbers to initiate the discovery phase of this project in the fourth quarter of 2007.

        Avandia Response—Avandia® (rosiglitazone maleate) is a drug for the treatment of Type II diabetes, a condition that affects an estimated 20 million people in the United States. Since the incidence of Type II diabetes increases with age and is correlated with obesity, the worldwide number of diabetic patients is also growing rapidly as people adopt unhealthy diets and more sedentary lifestyles. Like other diabetes treatments, Avandia helps patients to better control their blood sugar levels and avoid the progression and complications of this chronic disease. Based on studies referenced in the manufacturer's prescribing information, approximately half of the patients taking Avandia will respond to the drug, and unfortunately, because both patients and the underlying causes of diabetes are heterogeneous, doctors cannot predict which drug or combination of drugs will work best for a particular patient. Moreover, it may require eight to twelve weeks of therapy to detect a response based on current standard tests. In collaboration with a major pharmaceutical company, we studied plasma and urine samples from 83 male diabetic patients, each of whom was treated with one of three oral diabetes drugs for eight weeks. In this study, we discovered a biomarker that can predict a patient's response to Avandia before treatment is initiated. None of the conventional blood tests for diabetes were able to make this prediction. We are in the product development phase for a molecular diagnostic test based on this biomarker. This test would help doctors to select patients for Avandia treatment. The major pharmaceutical company with which we collaborated has co-exclusive rights to develop and commercialize tests based on these biomarkers and has the right to acquire exclusive rights prior to December 2007 in exchange for a $500,000 payment for each of the two biomarkers discovered, including the biomarker underlying our current product candidate.

        Preeclampsia—Preeclampsia is a common complication of pregnancy characterized by high blood pressure, weight gain and protein in the urine. Its cause is unknown. Preeclampsia affects 5% to 10% of pregnancies in the United States and Europe and is among the major contributors to maternal and perinatal morbidity and mortality worldwide. The Preeclampsia Foundation estimates that it costs over $7 billion per year in the United States alone to care for the hypertensive complications of mothers and for babies born prematurely because of preeclampsia. A biomarker that identifies women at greatest risk, or a biomarker that detects the onset of preeclampsia before serious symptoms develop, would enable more advanced risk management strategies and investigation of novel interventions. We are in the planning phase of a project to identify a biomarker for prediction or early detection of preeclampsia.

        Enbrel/Remicade Safety—Enbrel® (etanercept) and Remicade® (infliximab) are treatments indicated for certain serious autoimmune disorders, such as rheumatoid arthritis, psoriatic arthritis, plaque psoriasis, Crohn's disease and other related conditions. According to the manufacturers, over 400,000 people worldwide have used Enbrel and over 840,000 have used Remicade. These products work by reducing excess amounts of a protein called TNF, which stimulates the immune system.

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However, these treatments, which are effective in only about half of the patients, may also lower the body's ability to fight infections, a condition called immunosuppression, which in some patients leads to dangerous and life threatening complications. We are planning a discovery project to identify biomarkers that can be used to monitor patients receiving Enbrel or Remicade for early signs of immunosuppression.

Our Technology Platform

        We have established a proprietary technology platform that we apply on a large scale for discovering and validating novel biomarkers that may be used for molecular diagnostics. Our platform integrates molecular measurement technologies based on specialized mass spectrometry, chromatography, nuclear magnetic resonance spectroscopy and multiplexed assay technologies. We are able to detect, quantify and characterize over 1,000 biological molecules that may be key indicators of health, disease and drug response from less than a few drops of blood or other bodily fluids. Our proprietary data analysis, statistics and bioinformatics workflows are integrated with our measurement suite to enable rapid evaluation and interpretation of this molecular data. Over the course of our five years of operation, we have amassed extensive proprietary databases of identified and characterized biological molecules and their functions, detected across many diseases and treatments. By leveraging this experience we are able to apply our technology platform broadly and efficiently to multiple, diverse programs for biomarker discovery and molecular diagnostic development.

        The key elements of our technology platform are illustrated in the figure below and described in the sections that follow. As shown in the figure, our biomarker discovery workflow includes three main elements: molecular measurement, statistical analysis, and bioinformatics. We use a range of software applications to efficiently process and integrate the vast amounts of data in our discovery pipeline; we call this our pipelined production environment. Our work is supported by a laboratory information management system, or LIMS, and monitored by quality assurance and quality control processes to ensure the accuracy, integrity and reproducibility of our findings. We believe that our technology platform represents a significant competitive advantage in our ability to discover and develop new biomarkers.

Our Biomarker Discovery Workflow

GRAPHIC

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        Molecular Measurement.    Starting with an experimental design, our molecular measurement process includes our metabolomics and proteomics tools to measure and identify metabolites and proteins in patient samples. We combine this with data from external sources such as genetic information and clinical results that accompany the samples. We use seven specialized mass spectrometry, chromatography, nuclear magnetic resonance spectroscopy and multiplex assay platforms that we have developed and/or integrated to measure and identify biological molecules present in samples such as blood, urine or tissue. In addition, we have designed our technology to analyze molecules as diverse as proteins, protein variants, lipids, fatty acids, amino acids and many other compounds involved in complex biological processes. As a result, we are able to measure, at a high level of resolution, specific molecules that reflect the activity of multiple important disease and drug target pathways in the body. Making these complex molecular measurements across many hundreds or thousands of biological samples while ensuring that the fidelity, quality and integrity of each molecular measurement is consistent from the first sample to the last sample is a fundamental characteristic of our platform. We perform these measurements through the use of proprietary protocols comprising internal and external molecular standards and sophisticated data integration and normalization algorithms. We believe that this capability represents a technical milestone in conducting large scale biomarker studies that provides us with a technological lead over our competitors. Our automated laboratory process is designed to ensure precision, repeatability, reproducibility and accuracy of all measurements in order to achieve rapid and efficient translation of results to clinical validation studies and to subsequent regulatory applications.

        Statistical Analysis.    Our data processing and statistical analysis approaches are customized for the types of molecular data generated by our measurement technologies. Initially, we use univariate analysis to identify molecular measurements that are statistically correlated with the clinical condition of interest. We have developed and use specialized, distinct analysis modules, including predictive statistical modeling, exploratory clustering and correlation networks, to identify biomarkers for diagnosis, prognosis, treatment response prediction, adverse event prediction and patient monitoring. We use these analysis modules to evaluate the association of each measured molecule, alone or in combination with other molecules, with the desired outcome. As a result, we are able to assess the potential clinical utility of a biomarker in a target population. In addition, we analyze our measurements in conjunction with other information that was provided along with the patient samples, such as genetic information, clinical imaging results or microbiological data. This analysis allows us to create a combined dataset comprising informative bioanalytical content, as well as the information to establish final assay performance characteristics, including sensitivity and specificity criteria. We further evaluate the prevalence of a biomarker in the target population and account for the presence of potential conflicting factors within our analysis modules.

        Bioinformatics.    We use our proprietary bioinformatics platforms to further analyze the biomarkers we discover and to place them into their biological and clinical context. We have developed a suite of database and custom application tools which we use to characterize and elucidate the function of molecules that we identify as informative from statistical analyses. Establishing the biological plausibility of a novel biomarker, such as its role in pathophysiology, is important for its acceptance and regulatory approval as a novel molecular diagnostic. We use our bioinformatics platform, including our BGM Seer™ and BGM Biological Traversal Engine™ or BTE tools, to identify the biological pathways and disease mechanisms that are associated with a putative biomarker. We also use these tools to identify molecular variants, such as protein polymorphisms, that are associated with disease, health or drug response. As a result, the biomarkers generated from our technology platform have well characterized, well understood correlations to biological pathways and clinical data, making them the basis for potentially effective molecular diagnostic products.

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Our Initiatives

    Liver Toxicity Biomarker Study Initiative

        LTBS is a joint research project between us and the FDA to discover preclinical biomarkers for human liver toxicity. We are working on this initiative with the FDA's National Center for Toxicology Research, or NCTR, under a CRADA. The LTBS initiative receives scientific support and funding from seven large pharmaceutical companies, including Daiichi Sankyo Co., Ltd. and Eisai Co., Ltd., Johnson & Johnson Pharmaceutical Research & Development LLC, Mitsubishi Chemical Corporation, Orion Corporation, Pfizer Inc. and UCB S.A., as well as technology support from Applied Biosystems Group. The LTBS initiative falls within the FDA's Critical Path Initiative, which is focused on modernizing the medical product development process to make development more predictable, productive and cost-effective. The goal of this initiative is to identify preclinical biomarkers of liver toxicity to reduce the failure rate of drug candidates in later stage clinical trials.

        Liver toxicity is a leading cause of preclinical and clinical drug development failure, resulting in a significant amount of wasted research and development resources for pharmaceutical companies. We and our collaborators at the FDA will use a variety of state-of-the-art technologies, including genomic, proteomic and metabolomic analyses and bioinformatics analysis to characterize the molecular effect of drugs on liver toxicity. We will select drugs that have appeared safe when analyzed using current animal or laboratory models, but were later shown to cause liver toxicity. We will then study these drugs by comparing the effects of the toxic drug with a chemically and pharmacologically closely related drug that has been successfully commercialized without the observed liver toxicity. We, the FDA and the participating companies will evaluate Phase I results when available to determine the design and methods of one or more follow-on phases of this research. Initiation of Phase II is subject to provision of additional funding by corporate partners.

        We own the rights to commercialize our inventions made pursuant to the research plan and, jointly with the FDA, we own the rights to commercialize any joint inventions. The CRADA provides that we may provide data derived from this collaboration to the companies with whom we have entered into LTBS participation agreements. As contemplated by the CRADA, we entered into participation agreements with these seven pharmaceutical companies, pursuant to which they each paid us approximately $350,000 to sponsor our research activities under the CRADA. Additionally, we have granted each participating company a non-exclusive, perpetual, royalty-free license to our intellectual property rights relating to the data derived from the CRADA research, including the right to develop and commercialize companion diagnostics for the participating companies' pharmaceutical products. The participating companies may use the data for internal purposes only and to practice the inventions, but are prohibited from publishing or using any such data in support of patent applications involving the composition or use of a biomarker useful in detecting or predicting liver toxicity. Furthermore, each participating company has the right to designate one member to serve on the scientific advisory committee, which provides advice to us and the FDA regarding the research under the CRADA. Each participation agreement expires upon the earlier of termination of the CRADA, completion of the research under the CRADA or two years following the effective date of the respective participation agreement. Under the terms of the CRADA, we have agreed to pay approximately $400,000 to the FDA in support of collaborative research and development activities with the FDA. The CRADA expires in February 2008, unless otherwise extended in writing by both parties. The CRADA may be terminated by both parties or unilaterally, but in any event, both parties have agreed to provide research materials in sufficient quantities to complete the research plan.

        Concurrently with our execution of the participation agreement with Mitsubishi Chemical Corporation, we also entered into a royalty-bearing license agreement pursuant to which we have agreed to grant Mitsubishi exclusive development and commercialization rights for any biomarkers that may originate from the research under the CRADA to which we have the rights to offer such license.

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The license requires Mitsubishi to pay us royalties on net sales on products and services sold pursuant to the license agreement. The license is restricted to commercialization rights in the field of diagnostics in Asia, but provides Mitsubishi with the right of first refusal on commercialization rights in the field of diagnostics outside of Asia. The agreement terminates upon the last to expire of the patents licensed to Mitsubishi under the license, unless terminated earlier by the parties.

    HRP Initiative

        We are leading the HRP initiative for atherothrombotic cardiovascular disease, which remains the leading cause of morbidity and mortality in the Western world and is rapidly progressing towards a similar status in developing countries. Atherothrombosis occurs when vascular plaque ruptures leading to thrombosis in the affected vessel, which in turn can progress to life-threatening conditions such as heart attacks and stroke. The condition, also known as vulnerable plaque, is asymptomatic until the presentation of a serious or life-threatening event. Despite its medical and economic importance, there are currently no known methods for the screening, diagnosis or treatment of the condition.

        The HRP initiative consists of a series of pre-competitive, multi-party research and development projects, which are administered and coordinated by us pursuant to participation agreements with Philips, Merck and AstraZeneca. The overall goals of the HRP initiative are to advance the understanding, recognition and management of atherothrombotic cardiovascular disease, to provide a roadmap for the development and registration of screening, diagnostic and therapeutic interventions for high-risk plaque and to promote the use of these interventions by patients, pharmaceutical companies and third-party payors. We believe the HRP initiative is the most extensive coordinated biomarker discovery and validation project ever undertaken.

        The specific goals of the initiative include:

    discovering and validating a blood-based biomarker for high-risk plaque suitable for high-volume patient screening;

    developing and validating novel non-invasive imaging methods to characterize and classify patients with high-risk plaque and establishing the relationship between such imaging methods and blood biomarkers;

    developing a regulatory framework for high-risk plaque-related products; and

    establishing an authoritative third-party source for high-risk plaque-related information.

        Pursuant to the participation agreements, each of Merck, AstraZeneca and Philips has agreed to commit an aggregate of $5.0 million over a three-year period to support the HRP initiative, with a portion of the funds provided by Philips to be in the form of in-kind contributions, as described in the participation agreement. Under the terms of the participation agreements, we are permitted to enter into participation agreements with up to three additional participants under substantially similar terms, which will result in the commitment of an additional $15 million in funding for the HRP initiative. As set forth in the participation agreements, the HRP initiative is governed by a joint steering committee, or JSC, which is comprised of designees of participating companies, and led by a scientific program board, consisting of academic experts in the cardiovascular field, which advises the JSC and assists in the design of the research protocols. The JSC is responsible for the overseeing the conduct and progress of the HRP initiative, including finalizing and approving program activities, program and activity budgets, external communications, patent filings, third-party licensing and commercialization of data and rights under the HRP initiative. We will own any inventions and data that are conceived in the conduct of the HRP initiative and have agreed to grant each participating company a non-exclusive, perpetual, royalty-free license to all such inventions and data for any and all uses. Each participation agreement expires upon the earlier of the completion of the HRP initiative or the fifth anniversary of

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such agreement, unless otherwise terminated by the parties. In 2007, we expect to enter into several agreements with other academic institutions and corporations for additional HRP initiative activities.

        The JSC recently approved the research protocol and budget for the second study under the HRP initiative and we expect to enter into several agreements with various parties to initiate the study, including an agreement with Humana for the recruitment of approximately 6,000 volunteers from selected Humana members.

        In March 2007, we submitted a research proposal on behalf of the HRP Initiative to the U.S. NHLBI-Framingham Heart Study Biomarkers of Cardiovascular Risk Initiative. In May 2007, we were notified by the Framingham Heart Study that our proposal had been approved, and we expect to participate in the formation of the Framingham Heart Study Biomarkers consortium and participate in biomarker discovery studies using samples from the Framingham Heart Study participants. Our biomarker discovery studies on the Framingham samples will use our metabolomics capabilities, and we plan to collaborate with the Netherlands Metabolomics Centre for this project. Our participation is subject to execution of a definitive agreement with all parties and availability of funds.

Our Collaborations

        We have entered into research and development collaborations with several pharmaceutical companies, medical institutions and healthcare organizations. Our key research and development collaborations are summarized below.

    ACS Biomarker

        In May 2007, we entered into a biomarker product license and collaboration agreement with the founders of the company to be known as ACS Biomarker B.V. i.o., or ACS Biomarker. ACS Biomarker, a company to be formed with technology exclusively licensed from the University of Maastricht and other parties, is being founded to develop and commercialize cardiovascular biomarkers discovered at the Cardiovascular Research Institute Maastricht, or CARIM. Pursuant to the agreement, as supplemented by two Licensing Addenda entered into in May 2007, ACS Biomarker granted us an exclusive worldwide development and commercial sublicense to two proprietary cardiovascular biomarkers for congestive heart failure, galectin-3 and thrombospondin-2, licensed by it from the University of Maastricht. In addition, we have sublicensed the rights to certain peptides as a diagnostic biomarker for atherothrombic vascular disease, subject to certain conditions to be met by ACS Biomarker.

        Under the terms of the agreement, we have initiated implementation plans for the development of the licensed biomarkers and we will pay ACS Biomarker milestone payments and/or royalty prepayments to the extent we achieve certain development and/or regulatory approval milestones and reimburse ACS Biomarker for certain patent expenses incurred prior to the effective date of the agreement. In addition, we will pay ACS Biomarker, royalties based on net sales of products commercialized by us, and a percentage of any consideration received by us from any of our sublicensees, to the extent, in either case, such product is covered by the intellectual property that is the subject of the license. We have the right to exclusively negotiate a license to any additional biomarkers that ACS Biomarker owns and determines to offer to any third party but ACS Biomarker is not obligated to grant us rights to any such biomarker.

        The agreement has an initial five-year term and automatically renews for additional periods of one year each unless either party gives not less than 30 days written notice of termination to the other party. Either party may terminate the agreement if the other party fails to perform a material obligation under the agreement, or upon the occurrence of certain bankruptcy events involving the other party. The licenses granted by ACS Biomarker to us will survive any such termination, except that if ACS Biomarker terminates the agreement for our failure to perform any material obligation

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(including any obligation under any implementation plan), the exclusive licenses granted to us under the agreement will convert to non-exclusive.

    Mitsubishi Pharma

        In March 2006, we entered into a master services agreement with Mitsubishi Pharma Corporation, or MPC, for the discovery of biomarkers for certain forms of drug-induced muscle toxicity. Under the agreement, we agreed to perform certain comparative muscle toxicity biomarker studies involving certain compounds, including an MPC proprietary compound and fenofibrate, a PPAR-alpha agonist used in the treatment of certain blood lipid disorders, in consideration of the payment by MPC of certain service fees. Pursuant to the agreement, MPC owns all rights to the data and inventions pertaining to the MPC compound and we own all rights to the data and inventions pertaining to the fenofibrate. In addition, we have granted MPC a non-exclusive, royalty-free license, and a right of first negotiation to obtain exclusive rights, to such data and inventions to use in developing compounds and/or diagnostic products and in performing services.

    Humana

        In May 2007, we entered into a strategic agreement with Humana Inc., one of the largest health benefits companies in the United States, with more than 11 million medical members, and the second largest provider of Medicare benefits in the United States. Under the terms of the agreement, we and Humana will collaborate with the goal of accelerating the development of blood-based biomarkers and identifying the role of blood-based biomarkers in improving health outcomes and containing healthcare costs through individualized medicine. In furtherance of this goal, we and Humana will facilitate biomarker discovery and validation studies among Humana members, for which we will pay Humana. We will also conduct research on the design and testing of methods to promote adoption of individualized medicine among covered populations. We believe that this agreement will allow us to conduct biomarker studies faster, at lower cost and in a manner that better reflects the intended use of the markers than the traditional academic research studies. We expect that the results of these studies may provide the basis for authoritative cost/benefit calculations for our molecular diagnostics. Pursuant to the agreement, we will offer any blood-based biomarker diagnostic products that we develop from data or services provided by Humana to Humana on preferred terms to the extent sold by Humana to Humana members. In addition, in the event we commercialize blood-based biomarker diagnostic products under this partnership, we will be required to make certain payments to Humana based on such products.

        The agreement has an initial three-year term and automatically renews for additional periods of 12 months unless either party gives not less than 120 days written notice of termination to the other party. Humana has agreed during certain specified periods during the term not to enter into any agreement with a third party involving the discovery, development or validation of blood-based biomarker diagnostic tests or understanding the promotion or use of blood-based biomarker diagnostic tests that involve the recruitment of persons subject to certain health maintenance organizations. Either party may terminate the agreement upon 60 days' written notice if the other party is in material default of any of its material obligations under the agreement, or upon the occurrence of certain bankruptcy events involving the other party.

    Philips

        In July 2006, we entered into a strategic partnership agreement with Philips Electronics Nederland B.V., or Philips, pursuant to which the parties agree to collaborate in the field of biomarker discovery and systems biology in certain disease areas as the basis for the development of novel Philips in vitro diagnostic and imaging products. The agreement obligates us to provide Philips with certain consulting support services, contemplates the conduct by the parties of one or more joint development projects

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involving the identification of biomarkers for certain specified diseases and, under certain circumstances, obligates us to establish a validated analytical platform for the identification of biomarkers at the Philips High Tech Campus in Eindhoven, the Netherlands. If such a laboratory is established prior to January 2008, Philips has agreed to offer us "preferred vendor status" for all biomarker discovery projects we provide to Philips. Pursuant to the agreement, we have granted Philips a right of first negotiation to obtain a license or ownership rights to any of our intellectual property with application in the fields of molecular diagnostics, molecular imaging and/or medical diagnosis. In addition, we have agreed for certain specified periods not to perform services that are identical to the services provided to Philips under a research project or to enter into an agreement with any third party that covers a disease that is the subject of such research project. The agreement has an initial five-year term and automatically renews for an additional period of five years each unless either party gives not less than three months written notice of termination to the other party. Either party may terminate the agreement upon 30 days' written notice if the other party fails to perform any obligation under the agreement, or upon the occurrence of certain bankruptcy events involving the other party.

        In connection with the collaboration agreement, Philips made a $5 million equity investment in us involving the purchase of shares of Series A-1 Preferred Stock. In addition, we granted Philips a right of first negotiation to acquire additional equity and/or to acquire certain of our assets if we determine to offer any such equity or assets to certain competitors of Philips.

    Applied Biosystems

        In November 2006, we entered into a collaboration agreement with Applera Corporation, through its Applied Biosystems Group, or ABI. Under the terms of the agreement, ABI has agreed to provide us with specialized mass spectrometry instruments for identification, validation and quantification of metabolites and protein biomarkers at no cost to us, to provide maintenance for all instruments it supplies and to provide us with certain associated reagents at a discounted price. We expect to use these instruments in the conduct of our LTBS and HRP initiatives as described in "Business—Our Initiatives—HRP Initiative," as well as in certain other projects. In exchange for the use of its equipment and the discounted pricing of the reagents, we have agreed under the agreement to provide ABI with information regarding the performance of the instruments, reagents and software related to biomarker discovery and evaluate new products that may be appropriate for our business. Under the terms of the agreement, ABI owns all inventions that it solely conceives and any inventions related to the hardware features of, and the software and reagents used in, the instruments, we own any other inventions that we solely conceive in using the instruments and any inventions related to mass spectrometry workflows and we and ABI will jointly own any inventions that we jointly conceive in using the instruments related to mass spectrometry workflows. Pursuant to the agreement, we granted ABI a right of first negotiation to obtain an exclusive license if we determine to offer such jointly-owned inventions to any mass spectrometry instrument system manufacturer and an option to obtain an exclusive, royalty-bearing license to any such jointly-owned inventions. The agreement will continue until the shorter of 24 months from the date of installation of the instruments and for so long as we are using the instruments to process samples. Either party may terminate the agreement upon breach by the other party of the agreement if the breaching party fails to remedy such breach within 30 days' written notice.

    Netherlands Organization for Applied Scientific Research

        In January 2004, we renewed and amended our three-year strategic relationship agreement with the Netherlands Organization for Applied Scientific Research in the Netherlands, or TNO. Under the agreement, TNO has agreed to license certain technologies to us for our use in the measurement and evaluation of proteins, metabolites and other biological samples, we have agreed to license certain technologies to TNO for its use with functional foods and nutraceuticals, and TNO agreed to provide

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certain contract services to us through the end of 2006. In December 2006, we extended the agreement with TNO for an additional one-year period.

Research Services Agreements

        In the ordinary course of our business, we have entered into and expect to continue to enter into research service agreements for biomarker discovery and systems biology studies with pharmaceutical companies. Companies for which we have provided or are providing research services include AstraZeneca AB, Boehringer Ingelheim Pharmaceuticals, Inc., Mitsubishi, Ono Pharmaceuticals Co., Ltd., Solvay Pharmaceuticals GmbH, Global Alliance for Tuberculosis Drug Development and two other major pharmaceutical companies. Generally, the companies or organizations that commission such studies own all title and interest to the project deliverables and project discoveries made during the term of the agreements. However, in selected cases, we obtain certain rights to the intellectual property that results from the services we perform, including rights to commercialize molecular diagnostic products based on biomarkers we discover. In addition to paying us fees for conducting research and other services, these agreements may include additional performance-based rewards, such as success fees if we meet certain conditions.

Clinical Sample Supply and Research Agreements

        In the ordinary course of our business, we have entered into and expect to continue to enter into clinical sample supply and research agreements for access to clinical samples for biomarker discovery and diagnostic test validation with a number of organizations. Organizations that are providing clinical samples and other related data to us for research include Duke University, University of Texas M.D. Anderson Cancer Center, Roswell Park Cancer Institute and Multiple Sclerosis Research Center of New York. Generally, the organizations that enter into these agreements provide us with clinical samples and expertise in an area of research interest to us. We expect that these clinical samples may enable us to discover blood biomarkers of disease activity and patient response to certain treatments. In most instances, we own any inventions that we conceive solely from these clinical samples and have rights to commercialize any discoveries. In each case, the organization supplying the clinical samples may retain certain rights to the data and results produced. We may be obligated to make certain payments to the supplying organization for having supplied us with the clinical samples.

Subsidies and Grants

        Subsidies and grants for research and development relevant to our business are available in the United States and Europe at the national level and at the European Union level. We are party to a number of grant applications, including four submissions with academic institutions from Groningen, Amsterdam, and Leiden under the "Preliminary Call" from the Center for Translational Molecular Medicine, or CTMM. CTMM is a public-private consortium that comprises a multidisciplinary group of parties—universities, academic medical centers, medical technology enterprises and chemical and pharmaceutical companies. CTMM projects are supported by a €150 million grant from the Netherlands government. We have also submitted a grant application with the United States National Institutes of Health, or NIH, to study biomarkers of combination drug response in cardiovascular disease, and we submitted a research proposal to the National Heart Lung and Blood Institute, or NHLBI, for their contract on "Circulation Biomarkers of Risk Initiative." We plan to continue to evaluate opportunities for projects under government or public-private partnership grants or subsidies that are in support of our primary business objectives.

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Our Commercialization Strategy

        We intend to implement a multi-pronged commercialization strategy for our diagnostic products. Our commercialization strategy for a given product will likely include one or more of the following approaches:

    Clinical laboratory services: For some of our diagnostic product candidates, we plan to pursue a clinical laboratory services model, whereby we would offer our diagnostic products as a testing service through our own qualified laboratory or a contract laboratory. In these situations, we would develop the infrastructure required for the collection, processing, distribution and analysis of patient samples and billing and collection for patient accounts. We believe this clinical laboratory services model would be most suitable for low volume, for example, between 20,000 and 1 million tests per year, higher priced, for example, greater than $400 per test, diagnostic products, such as those which would be used in conjunction with specialized oncology drugs. For example, our Herceptin response product candidate, which has a target market opportunity in the United States of 30,000 to 50,000 tests per year, may fit this approach. Under this business model we will work with third-party payors to promote awareness of this test among patients and providers and we will market this test directly to the physicians who would order these tests. We will provide information through our website and other media for patients who may benefit from these tests;

    Direct product sales: For other of our molecular diagnostic product candidates, we plan to pursue a direct product sales approach, whereby we would develop a diagnostic kit as a finished product that could be used in hospitals, reference laboratories or doctors' offices. We believe that high volume, for example, greater than 1 million per year, relatively low priced, for example, less than $100 per test diagnostic products could be commercialized effectively utilizing this approach. For example, we may pursue this approach for our congestive heart failure diagnostic product candidate, which has an estimated target market opportunity of up to 5 million tests per year in the United States. We plan to work with third-party payors to promote awareness of this test among patients and providers, and we plan to market this test directly to the physicians who will order these services, and the hospitals that provide these tests. We plan to provide information through our website and other media for patients who may benefit from these tests; and

    Out-licensing: For some of our other molecular diagnostic product candidates, we may supplement the service and product sales delivery of our molecular diagnostic product candidates with an out-licensing strategy, in which we would out-license our technology to a third party for development of a finished product or commercial service. We believe this approach is of particular importance for the very high volume, relatively low-priced diagnostic products. Under this business model, our direct customers would be third-party in vitro diagnostic companies and reference and specialty laboratories to whom we will out-license our technology and who will develop the finished product or commercialize testing services. We plan to work with our licensees on a commercial strategy to support the success of our molecular diagnostic business.

        We intend to evaluate our commercialization strategy on product-by-product basis and may implement different strategies in different geographic markets as we near commercialization of our first product.

        We have worldwide rights to commercialize our product candidates and intend to launch our products first in the United States, which we expect to be the largest market for our products. We plan to launch our products next in Europe and may market our products in other parts of the world directly or through partnerships.

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        Commercialization of reimbursed healthcare products and services does not follow the customary seller-buyer model. In healthcare, the patient, physician, hospital and third-party payor, collectively effect a buying decision. For new healthcare technologies or services, public or private third-party payors make reimbursement determinations, including whether to cover the product or service and if so, the payment amount and specific conditions for coverage. In the United States, the regulatory process that allows products to be marketed and sold is independent of reimbursement determinations. Although physicians are free to use approved products that do not have insurance coverage, coverage and payment levels and terms are critical for the commercial success of a healthcare product. For many available healthcare products or services, the interests are not aligned between patient, physician, hospital and third-party payor.

        Third-party payors can promote adoption and use of certain products and procedures, for example, through benefit design. We plan to establish constructive mutually rewarding relationships with third-party payors to promote adoption of our molecular diagnostic product candidates. This is commonly referred to as a "push" strategy. We believe that the role of Humana in the selection of our market opportunities and the conduct of our qualification and cost-benefit studies should position us well to develop and implement an effective "push" strategy. Additionally, we plan to develop a provider- and patient-oriented "pull" strategy, where providers and patients request our products. We will combine the third-party payor-oriented push strategy with cost-effective patient pull strategies. In selected cases we might also deploy a provider "pull" strategy alone, or in partnership. For provider pull strategies, we will explore partnerships with the biopharmaceutical companies that make the products related to our drug response or drug safety markers and we will explore partnerships with biopharmaceutical or medical device companies that offer therapies or other diagnostics for the diseases to which our tests apply.

Our Product Development Process

        Our product development process comprises planning, biomarker discovery, development of molecular diagnostic tests based on biomarkers and commercialization of those tests. We operate what we believe is the world's most advanced biomarker discovery platform. We have developed and refined our technology in over five years of research service collaborations. This experience provides the basis for us to project the time and resources that are typically required for a biomarker discovery project and the probability of success. We have used industry experience to estimate the time required for development, regulatory and commercialization.

        In our current configuration, we believe that we can complete approximately 16 to 20 independent biomarker discovery projects per year, resulting in the successful development and launch of up to four new products per year. The figure below summarizes our expected path from biomarker discovery to molecular diagnostic commercialization. The discovery stage includes planning and biomarker discovery; the development stage includes verification, assay development, clinical development and preparation and submission of regulatory documents; and the commercialization stage includes market planning and other preparations for product launch. As contrasted with the lengthy, expensive and uncertain development of therapeutic products, we believe that our process will be shorter, less expensive and more predictable. Our technology platform enables us to efficiently conduct biomarker discovery projects and to make an early decision whether a biomarker warrants further effort and expenditure. Once we have discovered and evaluated a new biomarker, we believe that we can proceed to development with relatively high confidence. Based on our experience in biomarker discovery and our knowledge of diagnostic product development from industry sources, we estimate that the overall process will last from two years to three and a half years or longer and that the discovery and development costs will total from approximately $3 million to $5 million or more per successful product.

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        The figure below and the paragraphs that follow describe each phase of our product development process: GRAPHIC

    Discovery

        Planning.    In the planning phase, we identify a product opportunity and the source of samples for discovery and we establish a preliminary research plan and a project timeline.

        Biomarker Discovery.    The biomarker discovery phase typically comprises analysis of approximately 100 well-annotated clinical samples from a suitable research study. In the biological fluids or tissues of interest, such as blood, urine or biopsy material, we are able to measure over 1,000 different molecules from the equivalent of two drops of blood. Once these measurements are accomplished, we analyze the data using internal statistical models to identify single or multiple molecules that compose a candidate biomarker, which meets the objective of the discovery project. The discovery phase of a project typically lasts three to four months from receipt of the samples and costs on the order of $350,000 to $500,000 per project. Based on our experience to date, we believe approximately 35% to 45% of such projects will yield a biomarker suitable for advancement to the verification phase. We believe based on diagnostics industry experience that the odds of success in each subsequent phase are substantially higher, such that we expect an overall yield of one new molecular diagnostic product for each four biomarker discovery projects started.

    Development

        Verification.    Before committing significant development resources to a new biomarker, we first verify our original discovery. The verification phase aims to demonstrate the reproducibility of the findings of the discovery phase by measuring the potential biomarker in a separate set of clinical samples. These samples can be obtained from the same source used for the discovery phase, but must not include samples from the same patients. A typical study size in the verification phase is approximately 100 to 300 subjects.

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        Assay Development.    Concurrent with biomarker verification, we begin work on the assay development phase, which seeks to produce a molecular diagnostic test for the biomarker in a cost-effective, reproducible, and automatable format. Specifically, we evaluate the commercial feasibility of various non-mass-spectrometric methods for quantifying the biomolecule(s) comprising the biomarker. These methods may include enzyme-linked immunosorbant assays, called ELISAs, chromatographic assays, colorimetric and spectrophometric methods, among others. If more than one potentially suitable analytical method exists, we will test the alternatives and choose a preferred format based on our internal criteria. Our criteria include: precision (reproducibility), accuracy, cost, reagent availability, limit of detection, and potential interferences from other biomolecules in the patient sample. We will also evaluate the effects of different clinical sample collection protocols, conditions, and sites, as well as the need for user training. The assay development phase concludes with the selection of a final assay format, or perhaps more than one assay format if the biomarker includes more than one type of molecule, such as proteins and metabolites. In addition to evaluating properties of the chosen assay(s), we will also evaluate any required software and algorithmic aspects of the molecular test, concluding with our selection of the preferred software format and reporting method for the test results.

        Clinical Development.    In the clinical development phase, we will seek to demonstrate that the assay we have chosen accurately and reproducibly measures the biomarker and that the biomarker measurement provides clinically meaningful results. This involves conducting one or more studies with appropriate endpoints to collect samples that can be used to validate the assay and to qualify the biomarker. When feasible, we will aim to conduct prospective studies in a cost-effective setting that resembles typical circumstances where our tests may be used, such as in working with third-party payors for recruitment of study participants. Once the clinical study has been completed, the samples are available for further testing. These clinical studies, also known as qualification studies, provide the data that will be required by the FDA and confirmation of the performance characteristics of the molecular diagnostic test and, together with all other study and assay information, form the basis for seeking regulatory clearance.

        Regulatory Preparation and Submission.    Throughout the development process we plan to proactively interact with the FDA to determine the development plan and protocols. We believe that early and frequent consultation with the FDA will reduce development risks and allow us to consider the probability of regulatory acceptance of our approach and submission. Upon completion of clinical studies and assay development, we will compile data and prepare the submission in accordance with the applicable regulations. We intend to structure our regulatory submissions to be consistent with our strategy for commercializing the product.

    Launch

        Market Planning.    At this stage, we will prepare our new molecular diagnostic product for launch in one or more markets. We will determine an appropriate commercialization plan for each specific product, and we will pursue one or a combination of the following approaches: a laboratory testing service, direct product sales or out-licensing. See "Business—Our Commercialization Strategy." If we have chosen to out-license the test, we would likely rely on our licensee to make most of the commercial preparations for launch. If we are preparing for either the laboratory service or direct sales approach, we will ensure that an appropriate commercial infrastructure, as well as laboratory or manufacturing operating procedures, are in place during this phase. In addition, we expect to direct our marketing resources and efforts to numerous key areas, including opinion leader and speaker development, marketing and distribution partner relationships, scientific publications and presentations, medical community and third-party payor outreach, reimbursement, sales preparedness, product packaging, production requirements, and advertising and promotion.

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        Although the majority of our biomarker projects will generally include these phases, the sequence of the phases may be slightly different, and the specifics within a phase may differ from what is outlined. For example, under certain circumstances a single clinical study may provide samples for discovery, verification and clinical development, thus shortening the overall development timeline.

Intellectual Property

        The focus of our work is in the field of systems biology, its application to the discovery of biomarkers and the development of molecular diagnostics tests based on biomarkers. Through our research and development efforts, we have developed expertise in proprietary methods relating to experimental design, biological sample preparation, high throughput bioanalyses exploiting high-performance liquid chromatography and mass spectrometry, data normalization, statistical analyses, integration of diverse instrument-generated data sets, the use of specialized bioinformatic methods to interpret data sets, and quality assurance and control. We maintain and protect these methods as trade secrets and, in some cases, by filing patent applications.

        We expect to protect our biomarker discoveries and our diagnostic tests based on these biomarkers primarily through patents, to the extent possible. The use of patents to protect proprietary methods and discoveries in the area of molecular biomarkers and to protect the use of such methods and biomarkers in diagnostic and prognostic tests is well-established in most countries. Because we use an empirical rather than a hypothesis driven approach to biomarker discovery, we measure thousands of different molecules in each patient sample. We are thus able to identify multiple biomarkers and biomarker combinations that correlate with the clinical data of interest. We believe that this will enable us to file and obtain broad patent claims for our biomarker discoveries and for molecular diagnostic tests based on these discoveries.

        As of 30 June 2007, we own or have an exclusive license to commercialize technology covered by two issued U.S. patents, ten pending U.S. patent applications and two pending international patent applications filed under the Patent Cooperation Treaty, or PCT. We file patent applications in countries or regions that we consider to be strategic to our business, including the United States, Europe, Canada, Australia, Japan and other countries, or we file international applications under the PCT reserving our right to file such applications. Of these patents and pending patent applications, six families of related applications are directed to methods underlying our technology platform and four families cover biomarker discoveries that are related to diagnostic product opportunities. We intend, where appropriate, to file additional patent applications and to in-license additional patents relating to new technologies, discoveries or products.

        In addition to our internal biomarker discovery and diagnostic product development efforts, for which we expect to obtain exclusive rights, we participate in a CRADA for the Liver Toxicity Biomarkers Study, through which we expect to obtain rights to patented subject matter. We also have certain rights to intellectual property under our other initiatives and collaborations as described in "Business—Our Initiatives" and "Business—Our Collaborations."

        We maintain a policy of requiring our employees and consultants to execute confidentiality and invention assignment agreements upon commencement of their relationships with us. These agreements are designed both to enable us to protect and maintain the confidentiality of our trade secret information by prohibiting unauthorized disclosure or use of our technology, and to secure title to technology developed by us or on our behalf so that it may be protected through patent filings or other means.

Competition

        The molecular diagnostics industry is highly competitive and subject to rapid change. Our competitors include a number of large, well-established diagnostic companies and laboratory service providers, as well as an increasing number of new companies entering the market. Many of these

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competitors have financial and other resources substantially greater than our own. In addition, many of our competitors have substantially greater experience in developing and commercializing diagnostic products than we have.

        Established diagnostics companies, such as Abbott Laboratories, Beckman Coulter, F. Hoffmann-La Roche, General Electric, Johnson & Johnson, Mitsubishi, Philips and Siemens have expanded into the molecular diagnostics area to complement their legacy routine testing businesses. In addition, commercial laboratories with extensive service networks for diagnostic tests, such as Laboratory Corporation of America and Quest Diagnostics, have expanded their testing capabilities to include molecular diagnostics. Specialized laboratories, such as Genzyme Genetics and Myriad Genetic Laboratories, also offer molecular diagnostic testing services.

        Recent entrants to the field include companies that have developed new enabling technologies. We have identified a number of companies with competing technologies and approaches in molecular diagnostics. Companies that may compete with us in our current areas of focus, cardiovascular disease, oncology and CNS, include Agendia, Athena Diagnostics, Biosite, Dako, diaDexus, Genomic Health and Oncomethylome Sciences.

        We believe that we will compete primarily on the basis of the following characteristics:

    our technology platform and our ability to create new molecular diagnostics;

    the speed with which our development platform can discover, develop and validate products;

    our access to samples to validate our tests currently in development;

    our relationships with pharmaceutical companies and third-party payors; and

    our ability to protect our intellectual property and commercialize our tests.

Regulatory

    Our Regulatory Strategy

        We consider our tests, whether delivered as a laboratory service or in vitro diagnostic kit, to be subject to regulatory review in the United States, European Union member states and other countries. The FDA recommends that sponsors such as us interact with the agency early and often in the development of these types of diagnostic products. We intend to follow this recommendation to reduce development risks and facilitate the regulatory process. In light of the importance of the U.S. market for our potential products, and because of the opportunity to seek and receive early FDA advice and input on the development program, we will prioritize U.S. regulatory plans and submissions over other jurisdictions. In addition, we intend to identify opportunities to prepare and submit applications to European Union member states in compliance with EU-Directive 98/79/EC and other applicable standards. We plan to prioritize European Union member states based on market size, regulatory approvals and other considerations.

    U.S. Regulations

    Food and Drug Administration

        The type of regulation to which our products will be subject will depend in large part on how we intend to commercialize our products. Products that will be commercialized through direct product sales as in vitro diagnostic kits will be subject to review by the FDA and must be cleared or approved before they can be marketed. Tests that are available as clinical laboratory services have generally not been subject to regulation by the FDA and will be subject to other requirements. Nevertheless, we plan to seek FDA clearance or approval for tests that will be offered only as a service through our own or other clinical laboratories.

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        The FDA regulates the sale or distribution of medical devices, including in vitro diagnostic test kits. The information that must be submitted to the FDA in order to obtain clearance or approval to market a new medical device varies depending on how the medical device is classified by the FDA. Medical devices are classified into one of three classes on the basis of the controls deemed by the FDA to be necessary to reasonably ensure their safety and effectiveness. Class I devices are subject to general controls, including labeling, pre-market notification and adherence to FDA's quality system regulation, which are device-specific good manufacturing practices. Class II devices are subject to general controls and special controls, including performance standards and post-market surveillance. Class III devices are subject to most of the previously identified requirements as well as to pre-market approval. Most in vitro diagnostic kits are regulated as Class I or II devices and are either exempt from pre-market notification or require a 510(k) submission as described below.

    510(k) Pre-Market Notification

        A 510(k) notification requires the sponsor to demonstrate that a medical device is substantially equivalent to another marketed device that is legally marketed in the United States and for which a pre-market approval, or PMA, was not required. It does not generally require supporting clinical data. A device is substantially equivalent to a predicate device if it has the same intended use and technological characteristics as the predicate; or has the same intended use but different technological characteristics, where the information submitted to the FDA does not raise new questions of safety and effectiveness and demonstrates that the device is at least as safe and effective as the legally marketed device.

        The FDA's performance goal review time for a 510(k) application is 90 days from the date of submission. However, in practice, clearance often takes longer. The FDA may require information regarding clinical data in order to make a decision regarding the claims of substantial equivalence. If the FDA does not believe the device is substantially equivalent to a predicate device, it will issue a "Not Substantially Equivalent" letter and designate the device as Class III, which will require approval of a PMA application in order to be marketed.

    Pre-Market Approval

        The PMA process consists of a scientific and regulatory review to evaluate the safety and effectiveness of Class III medical devices. The PMA process is considerably more time consuming and expensive than the 510(k) route, and the application must be supported by scientific evidence, including clinical data, to demonstrate the safety and efficacy of the medical device for its intended purpose.

        The FDA's performance goal review time for a PMA is 180 days, although in practice this review time is longer. Questions from the FDA, requests for additional data and referrals to advisory committees may delay the process considerably. Indeed, the total process may take several years and there is no guarantee the PMA will ever be approved, or if approved, the FDA may limit the market to which the device may be marketed. The FDA may also request additional clinical data as a condition of approval or after the PMA is approved. Any changes to the medical device may require a supplemental PMA to be submitted and approved.

    Laboratory Developed Tests

        Although the FDA has consistently claimed that it has the regulatory authority to regulate laboratory-developed tests that are validated by the developing laboratory and has imposed labeling requirements for the results of such tests, it has generally exercised enforcement discretion in not otherwise regulating most tests performed by high complexity CLIA-certified laboratories. Recently, the FDA indicated that it was reviewing the regulatory requirements that will apply to laboratory-developed tests, and in September 2006, it published a draft guidance document, or Draft Guidance, that may be relevant to tests developed by us. The Draft Guidance describes the FDA's current thinking about

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potential regulation of In Vitro Diagnostic Multivariate Index Assays, or IVDMIAs. An IVDMIA is a test system that employs data, derived in part from one or more in vitro assays, and an algorithm that usually, but not necessarily, runs on software, to generate a result that diagnoses a disease of condition or is used in the cure, mitigation, treatment, or prevention of disease.

        The FDA recently cleared a 510(k) submission for Agendia's MammaPrint® breast cancer prognosis test as the first IVDMIA cleared since the Draft Guidance was published. The clearance of this complex test based on profiling of 70 genes to determine if chemotherapy is warranted suggests that the 510(k) route is the likely route for most if not all of the molecular diagnostics we are targeting currently. Nevertheless, the FDA may require submission of a PMA. We intend to conduct early and ongoing dialog with the FDA on each of our pipeline products in order to obtain clarity around the classification and requirements prior to the commencement of larger-scale studies.

        The Draft Guidance has been the subject of much discussion, as well as a recent hearing at the FDA, and it is not clear when or whether FDA will publish a final version. Moreover, the recent discussions about IVDMIAs have attracted the attention of the U.S. Congress, and in March 2007, the Laboratory Test Improvement Act was introduced in the U.S. Senate. The bill, if enacted into law, would mandate that all providers of laboratory-developed tests provide evidence to the FDA that verifies the analytical validity of such tests. It would also require the development of a mechanism for the enhanced reimbursement of cleared and approved IVD products and laboratory-developed tests.

    CLIA

        Laboratories that perform testing on human specimens for the purpose of providing information for diagnosis, prevention or treatment of disease or assessment of health are subject to the Clinical Laboratory Improvement Amendments of 1988, or CLIA. This law imposes quality standards for laboratory testing to ensure the accuracy, reliability and timeliness of patient test results. The FDA is responsible for the categorization of commercially marketed IVD tests under CLIA into one of three categories based upon the potential risk to public health in reporting erroneous results. The categories were devised on the basis of the complexity of the test include waived tests, tests of moderate complexity, and tests of high complexity. Laboratories performing moderate- or high-complexity testing must meet the FDA requirements for proficiency testing, patient test management, quality control, quality assurance and personnel.

        In the event that we choose to set up a clinical laboratory to offer a testing service, we will be required to hold certain federal, state and local licenses, certifications and permits to conduct our business. Any clinical laboratory with which we might contract would also be subject to these same requirements. Under CLIA, we will be required to hold a certificate applicable to the type of work we perform and to comply with standards covering personnel, facilities administration, quality systems and proficiency testing. We believe that some of the tests that we are developing will be high-complexity tests. CLIA certified laboratories are typically subject to survey and inspection every two years to assess compliance with program standards.

        We may also seek accreditation by the College of American Pathologists, or CAP, and licensed by some states. The CAP Laboratory Accreditation Program is an internationally recognized program that utilizes teams of practicing laboratory professionals as inspectors, and accreditation by CAP can often be used to meet CLIA and state certification requirements.

    HIPAA and Other Privacy Laws

        The Health Insurance Portability and Accountability Act of 1996, or HIPAA, established for the first time comprehensive United States protection for the privacy and security of health information. The HIPAA standards apply to three types of organizations, or "Covered Entities": health plans, healthcare clearing houses, and healthcare providers which conduct certain healthcare transactions electronically. Covered Entities must have in place administrative, physical, and technical standards to

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guard against the misuse of individually identifiable health information. Additionally, some state laws impose privacy protections more stringent than HIPAA. Most of the institutions and physicians from which we obtain biological specimens that we use in our research and validation work are Covered Entities and must obtain proper authorization from their patients for the subsequent use of those samples and associated clinical information. We are not presently a Covered Entity subject to HIPAA; however, we may become a Covered Entity in the future when we conduct clinical studies or provide laboratory testing services.

        Our activities must also comply with other applicable privacy laws. For example, there are also international privacy laws that impose restrictions on the access, use, and disclosure of health information. All of these laws may impact our business. Our failure to comply with these privacy laws or significant changes in the laws restricting our ability to obtain tissue samples and associated patient information could significantly impact our business and our future business plans.

    European Regulations

        In the European Union, IVD medical devices are regulated under EU-Directive 98/79/EC, or the IVD Directive, and corresponding national provisions. The IVD Directive requires that medical devices meet the essential requirements set out in an annex of the directive. These requirements include the safety and efficacy of the devices. According to the IVD Directive, the Member States presume compliance with these essential requirements in respect of devices which are in conformity with the relevant national standards transposing the harmonized standards of which the reference numbers have been published in the Official Journal of the European Communities. These harmonized standards include ISO 13485:2003, the quality standard for medical device manufacturers.

        IVD medical devices, other than devices for performance evaluation, must bear the CE marking of conformity when they are placed on the market. The CE mark is a declaration by the manufacturer that the product meets all the appropriate provisions of the relevant legislation implementing the relevant European Directive. As a general rule, the manufacturer must follow the procedure of the EC Declaration of conformity to obtain this CE marking.

        Each European country must adopt its own laws, regulations and administrative provisions necessary to comply with the IVD Directive. Member States may not create any obstacle to the placing on the market or the putting into service within their territory of devices bearing the CE marking according to the conformity assessment procedures.

        Development.    Article 152 of the EC-Treaty requires a high level of human health protection to be ensured in the definition and implementation of all Community policies and activities. Community action, which complement national policies, must be directed towards improving public health, preventing human illness and diseases, and obviating sources of danger to human health. On the basis of article 152(4)(a) of the EC-Treaty, the European Legislator is required to contribute to the achievements of these objectives through adopting measures setting high standards of quality and safety of organs and substances of human origin, blood and blood derivatives. These measures, however, may not prevent any Member State, however, from maintaining or introducing more stringent protective measures.

        The use of bodily material, which already has been taken from humans, is not regulated by the European Legislator through specific directives. However, in the European Union the protection of individuals with regard to the processing of personal data is regulated under EU-Directive 95/46/EC, or the PD Directive. If specimens (such as blood plasma and urine) taken from patients relate to an identified or identifiable natural person, the use of such specimens fall within the scope of the PD Directive.

        Member States prohibit the processing of personal data concerning health, unless processing of the data is required for the purposes of preventive medicine, medical diagnosis, the provision of care or

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treatment or the management of health-care services, and where those data are processed by a health professional subject under national law or rules established by national competent bodies to the obligation of professional secrecy or by another person also subject to an equivalent obligation of secrecy.

        Individual European countries are free to further restrict the collection and the use of such bodily material.

Reimbursement

    United States

        In the United States, revenue for molecular diagnostic tests comes from several sources, including commercial health insurers, such as insurance companies and health maintenance organizations; government health administrative authorities, such as Medicare and Medicaid; patients; and, in certain circumstances, hospitals or referring laboratories (who then bill health third-party payors for testing). If we offer our diagnostic tests as a service through our own certified laboratory or contract laboratory, we would be responsible for billing and collection of fees for the tests. Otherwise, billing and collection would be the responsibility of the companies that purchase or license our products.

        Code Assignment.    In the United States, a third-party payor's decisions regarding coverage and payment are driven, in large part, by the specific Current Procedural Terminology, or CPT, code used to identify a test. The American Medical Association, or AMA, publishes the CPT, which is a listing of descriptive terms and identifying codes for reporting medical services and procedures. The purpose of the CPT is to provide a uniform language that accurately describes medical, surgical, and diagnostic services and therefore to ensure reliable nationwide communication among healthcare providers, patients, and third-party payors.

        A manufacturer of in vitro diagnostic kits or a provider of laboratory services may request establishment of a Category I CPT code for a new product. Assignment of a specific CPT code ensures routine processing and payment for a diagnostic test by both private and government third-party payors. The AMA has specific procedures for establishing a new CPT code and, if appropriate, for modifying existing nomenclature to incorporate a new test into an existing code. If the AMA concludes that a new code or modification of nomenclature is unnecessary, the AMA will inform the requestor how to use one or more existing codes to report the test.

        While the AMA's decision is pending, billing and collection may be sought under an existing, non-specific CPT code. A manufacturer or provider may decide not to request assignment of a CPT code and instead use an existing, non-specific code for reimbursement purposes. However, use of such codes may result in more frequent denials and/or requests for supporting clinical documentation from the third-party payor and in lower reimbursement rates, which may vary based on geographical location.

        Coverage Decisions.    When deciding whether to cover a particular diagnostic test, private and government third-party payors generally consider whether the test is a covered benefit and, if so, whether it is reasonable and necessary for the treatment of illness and injury. Most third-party payors do not cover experimental services. Coverage determinations often are influenced by current standards of practice and clinical data, particular at the local level. The Centers for Medicare & Medicaid Services, or CMS, which is the government agency responsible for overseeing the Medicare program, has the authority to make coverage determinations on a national basis, but most Medicare coverage decisions are made at the local level by the contractors, known as "carriers" and "fiscal intermediaries", that administer the Medicare program in specified geographic areas. Private and government third-party payors have separate processes for making coverage determinations, and private third-party payors may or may not follow Medicare's coverage decisions. If a third-party payor has a coverage determination in place for a particular diagnostic test, billing for that test must comply with

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the established policy. Otherwise, the third-party payor makes reimbursement decisions on a case-by-case basis.

        Payment.    Payment for covered diagnostic tests is determined based on various methodologies, including prospective payment systems and fee schedules. In addition, private third-party payors may negotiate contractual rates with participating providers or set rates as a percentage of the billed charge. Diagnostic tests furnished to Medicare inpatients generally are included in the bundled payment made to the hospital under Medicare's Inpatient Prospective Payment System. Payment for diagnostic tests furnished to Medicare beneficiaries in most other circumstances is made based on the Clinical Laboratory Fee Schedule, under which a payment amount is assigned to each covered CPT code. The law technically requires fee schedule amounts to be adjusted annually by the percentage increase in the consumer price index, or CPI, for the prior year, but Congress has frozen payment rates through 2008. In addition, the law imposes a ceiling on fee schedule amounts. Currently, the ceiling for established tests is set at 74% of the median of all carrier fee schedule amounts for a particular test and 100% of the median for diagnostic tests for which no limitation amount was established prior to 2001. Medicaid programs generally pay for diagnostic tests based on a fee schedule, but reimbursement varies by state.

    European Union

        In the European Union the reimbursement mechanisms used by private and public health insurers vary by country. For the public systems reimbursement is determined by guidelines established by the legislator or responsible national authority. As elsewhere, inclusion in reimbursement catalogues focuses on the medical usefulness, need, quality and economic benefits to patients and the health-care system. Acceptance for reimbursement comes with cost, use and often volume restrictions, which again can vary by country.

Legal Proceedings

        We are not, nor have we been during the preceding 12 months, a party to, nor are we aware of, any governmental, legal or arbitration proceeding which may have, or have had in the recent past, significant effects on our financial position or results of operations.

Facilities

        We lease approximately 22,000 square feet of office and laboratory space at 610 Lincoln Street North, Waltham, Massachusetts 02451, United States, with a term expiring in June 2008. We also rent a small office in Amsterdam, the Netherlands on a month-to-month basis through our wholly owned subsidiary, BG Medicine N.V., incorporated on 5 June 2007. In addition, we intend to establish a facility at the Philips High Tech Campus in Eindhoven, the Netherlands, to conduct biomarker discovery for ourselves and others, including Philips.

        We believe that our facilities are adequate to meet our current needs, although if additional space is needed in the future, we believe that such space will be available on commercially reasonable terms as needed.

Employees

        As of 31 December 2006, 2005 and 2004, we had 37, 33 and 31 full-time employees. As of 30 June 2007, we had 40 full-time employees and one part-time employee. At that time, 20 of our employees had advanced degrees, 28 were engaged in research and development and 12 performed general and administrative functions. All of our employees are employed at our headquarters in Waltham, Massachusetts, United States. None of our employees are covered by a collective bargaining agreement. We consider our relationship with our employees to be good.

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MANAGEMENT

        Our Board of Directors is responsible for managing our business and affairs and setting our overall direction, but it is not responsible for managing our day-to-day operations Our Board of Directors selects our Chief Executive Officer, elects officers and oversees management. Our Board of Directors' responsibilities include authorizing significant corporate transactions, ensuring that effective audit procedures are implemented so that our Board of Directors is adequately informed of our financial status and monitoring the performance of management. Our Board of Directors can act on its own to perform these duties, delegate matters to our officers, or establish committees to perform certain board functions. Members of our Board of Directors are elected by our shareholders at annual or special meetings of the shareholders.

Board of Directors

        Our directors and their respective ages, years of service with us, positions and biographies as of the date of this Prospectus are as follows:

Name and Address(1)

  Age
  Years of
Service

  Position(s)
Noubar Afeyan, Ph.D.   45   7   Non-Executive Chairman of the Board
Harrison M. Bains(2)   64   0   Non-Executive Director
Joseph Davie, M.D., Ph.D.(3)   67   7   Non-Executive Director
Timothy Harris, Ph.D.(2)(3)   57   0   Non-Executive Director
Stelios Papadopoulos, Ph.D.(2)(4)   58   4   Non-Executive Vice Chairman of the Board
Pieter van der Meer, M.Sc.(3)(4)   36   5   Non-Executive Director
Daniel Wang, Ph.D.(4)   71   7   Non-Executive Director
Pieter Muntendam, M.D.   49   3   President, Chief Executive Officer and Director

(1)
The business address of our directors for matters concerning BG Medicine, Inc. is: c/o BG Medicine, Inc., 610 Lincoln Street North, Waltham, Massachusetts 02451, United States.

(2)
Member of our Audit Committee. Mr. Bains is the chairman of the committee.

(3)
Member of our Compensation Committee. Dr. Harris is the chairman of the committee.

(4)
Member of our Nominating and Governance Committee. Dr. Papadopoulos is the chairman of the committee.

        Noubar Afeyan, Ph.D., Non-Executive Chairman of the Board.    Dr. Afeyan is one of our co-founders and has served on our Board of Directors since our inception in 2000. He is Managing Partner and Chief Executive Officer of Flagship Ventures, an early stage venture capital firm. Prior to founding Flagship Ventures in 1999, Dr. Afeyan participated in co-founding and helping launch six new ventures: PerSeptive Biosystems, ChemGenics Pharmaceuticals, EXACT Sciences, Antigenics, Color Kinetics and Celera Genomics. Dr. Afeyan currently serves as a director of Helicos Biosciences and Color Kinetics Incorporated, as well as the following private companies: Adnexus Therapeutics, Inc., Affinnova, Inc., BIND Biosciences, Inc., Codon Devices, Inc., Ensemble Discovery Corp., Genstruct, Inc., T2 Biosystems, Inc. and LS9, Inc. He earned his Ph.D. in biochemical engineering from the Massachusetts Institute of Technology (MIT) following a B.S. in chemical engineering from McGill University. Dr. Afeyan has authored numerous scientific publications and patents and is currently a Senior Lecturer at MIT in both the Sloan School of Management and the Biological Engineering department.

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        Harrison M. Bains, Non-Executive Director.    Mr. Bains joined our Board of Directors in June 2007. Mr. Bains served as Vice President and Treasurer of Bristol Myers Squibb Company from 1988 until his retirement in 2004. Mr. Bains' career also includes serving as Senior Vice President of the Primary Industries Group at Chase Manhattan Bank in 1987 and 1988 and 11 years with RJR Nabisco and two of its predecessor companies as Senior Vice President and Treasurer. Mr. Bains earned an M.B.A. from the University of California, Berkeley and a B.A. in economics from the University of Redlands. He also completed the Advanced Management Program at Harvard Business School. Mr. Bains serves on the board of directors and is the chair of the audit committee of MGI Funds, Inc. He is a member of the boards of trustees of the University of Redlands, the Overlook Hospital Foundation and the Greater Newark Conservancy.

        Joseph Davie, M.D., Ph.D., Non-Executive Director.    Dr. Davie has served on our Board of Directors since 2000 after holding positions as Senior Vice President, Department of Research at Biogen, Inc. from 1993 to 2000 and Corporate Senior Vice President, Science and Technology, at G.D. Searle & Co. from 1987 to 1993. Prior to holding these positions, Dr. Davie was Head of the Department of Microbiology and Immunology at Washington University School of Medicine, St. Louis, Missouri from 1972 to 1987. Dr. Davie is currently a partner in Midwest Warehousing LLC and serves on the boards of directors of Targeted Genetics Corporation, Curis, Inc., CV Therapeutics, Inc., Inflazyme Pharmaceuticals, Ltd., Keel Pharmaceuticals, Inc., Stratatech Corporation, Ocera Therapeutics, Inc., Celtaxis and Gentiae Clinical Research, Inc. Dr. Davie received his Ph.D. in bacteriology from Indiana University and his M.D. from Washington University School of Medicine.

        Timothy Harris, Ph.D., Non-Executive Director.    Dr. Harris joined our Board of Directors in April 2007. Dr. Harris has served as the Director of the Advanced Technology Program at SAIC Frederick since 2007. Prior to holding this position, he served as the President & Chief Executive Officer of Novasite Pharmaceuticals Inc. from 2005 to 2006. Prior to this, he served as Chief Executive Officer for Structural GenomiX, Inc. (now SGX Pharmaceuticals, Inc.), a drug discovery and development company focused on innovative cancer therapeutics from 2003 to 2004 and as its President and Chief Executive Officer from 1999 to 2003. Dr. Harris started his career in biotechnology in 1981 as a group leader in Molecular Biology at Celltech Group and from 1989 to 1993 was Director of Biotechnology at Glaxo Group Research in the UK. From 1993 until 1999, Dr. Harris was Chief Scientific Officer and Vice President of Research and Development at Sequana Therapeutics Inc. in San Diego, which became Axys Pharmaceuticals, Inc. in 1998. Dr. Harris serves on the boards of directors of Novation Pharmaceuticals, Inc. and Origen Therapeutics, Inc. Dr. Harris received his Ph.D. in molecular virology from the University of Birmingham, UK.

        Pieter Muntendam, M.D., President, Chief Executive Officer and Director.    Dr. Muntendam joined us as President in November 2004 and was appointed as Chief Executive Officer in December 2005. He also has served as a member of our Board of Directors since November 2004. He is a biopharmaceutical and healthcare executive with over 20 years of business experience ranging from early stage enterprises to multinational corporations. Dr. Muntendam joined us from NetNumina Solutions, Inc., a professional services company, where he served as Director of the Biopharma Healthcare Practice from April 2003 to October 2004. Prior to joining NetNumina, he co-founded Vitivity Inc., a subsidiary of Millennium Pharmaceuticals, Inc., and served as Vice President, Medicine from July 2001 to April 2003. He founded the health management firm ProMedex Inc. in 1996, where he served as President & Chief Executive Officer and chairman of the board until ProMedex was acquired by Landacorp, Inc. in 2001. Prior to that, he served as Vice President of Care Management at Glaxo Wellcome (now GlaxoSmithKline plc), where he was responsible for the development and implementation of its entry strategy within the field of care and disease management. Dr. Muntendam began his career with Organon International Inc. in December of 1982, after which he was appointed Vice President of Research and Development, International at Johnson & Johnson, and appointed as a

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member of the boards of directors for two Johnson & Johnson operating companies. Dr. Muntendam received his M.D. from Leiden University in the Netherlands.

        Stelios Papadopoulos, Ph.D., Non-Executive Vice Chairman of the Board.     Dr. Papadopoulos has served on our Board of Directors since 2003 and the Vice Chairman of our Board of Directors since April 2007. He is currently Chairman of Fondation Sante, a private charitable foundation whose mission is to improve the health and education of those in need, whether countries, regions or individuals. Dr. Papadopoulos served as Vice Chairman of Cowen and Company, LLC, an affiliate of Cowen International Limited, from 2003 until 2006. Prior to this, he worked for Cowen as an investment banker focused on the biotech and pharmaceutical sectors beginning in 2000. Prior to joining Cowen, he worked as an investment banker at PaineWebber, Incorporated, from 1987 to 2000, where he was most recently Chairman of PaineWebber Development Corp., a PaineWebber subsidiary focusing on biotechnology from 1996 to 2000. Dr. Papadopoulos is a co-founder and Chairman of the Board of Exelixis, Inc., and he is a co-founder and member of the boards of directors of Anadys Pharmaceuticals, Inc. and Cellzome, Inc. Dr. Papadopoulos holds a Ph.D. in biophysics and an M.B.A. in finance, both from New York University.

        Pieter van der Meer, M.Sc., Non-Executive Director.    Mr. Van der Meer has served on our Board of Directors since 2002. He is General Manager of Gilde Healthcare Partners, a venture capital firm, where he focuses on start-up and early stage investments in healthcare companies with novel technologies, platforms and drug discovery approaches. Mr. Van der Meer represents Gilde on the boards of directors of several portfolio companies, including Agendia B.V. and Ablynx Nv. He is also a member of the project screening committee at Amsterdam & Leiden Universities. Mr. Van der Meer joined Gilde in 1998 after working several years with KPMG Management Consulting, where he was closely involved with due diligence and strategic projects in venture capital and the pharmaceutical sector across Europe. Mr. Van der Meer earned his M.Sc. in chemistry at Leiden University where he specialized in bio-organic synthesis and molecular modeling.

        Daniel Wang, Ph.D., Non-Executive Director.    Dr. Wang has served on our Board of Directors since 2000. Dr. Wang is the Institute Professor of Chemical Engineering at MIT. Dr. Wang's current work as Institute Professor of Chemical Engineering includes research into the production of recombinant proteins, glycoprotein quality and protein stabilization. He has numerous publications and awards, including the Amgen Biochemical Engineering Award, 1995, he was elected to the National Academy of Engineering, 1986 and American Academy of Arts and Sciences, 1985. In addition, Dr. Wang serves on the boards of directors of Codexis, Inc., Epitome Biosystem, Inc. and A-Bio Pharma Pte, Ltd. Dr. Wang earned his Ph.D. at the University of Pennsylvania, and his B.S. and M.S. degrees at MIT.

    Board Composition

        Our restated certificate of incorporation to be filed upon completion of this Offer and restated bylaws to be effective upon completion of this Offer provide that the authorized number of directors may be changed only by resolution of the Board of Directors. We currently have eight directors. In accordance with our restated certificate of incorporation to be filed upon completion of this Offer and restated bylaws to be effective upon completion of this Offer, our Board of Directors will be divided into three classes with staggered three-year terms upon the filing of our restated certificate of incorporation following the completion of this Offer. At each annual meeting of shareholders commencing with the meeting in 2008, the successors to the directors whose terms then expire will be elected to serve until the third annual meeting following the election. At the closing of this Offer, our directors will be divided among the three classes as follows:

    The Class I directors will be Dr. Harris and Dr. Muntendam and their terms will expire at the annual meeting of shareholders to be held in 2008;

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    The Class II directors will be Mr. Bains, Dr. Davie and Dr. Wang and their terms will expire at the annual meeting of shareholders to be held in 2009; and

    The Class III directors will be Dr. Afeyan, Dr. Papadopoulos and Mr. Van der Meer and their terms will expire at the annual meeting of shareholders to be held in 2010.

        Any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors.

    Director Independence

        Our Board of Directors has reviewed the materiality of any relationship that each of our directors has with us, either directly or indirectly. Based on this review, our Board has determined that the following non-executive directors are "independent directors" as defined by the Dutch Corporate Governance Code: Mr. Bains, Dr. Davie, Dr. Harris, Dr. Papadopoulos and Dr. Wang. The independence requirements of the Dutch Corporate Governance Code will be available on our website at www.bg-medicine.com.

    Committees of the Board of Directors

        Our Board of Directors has an audit committee, a compensation committee, and a nominating and governance committee. The composition and function of each of these committees are described below.

        Audit Committee.    Our audit committee is comprised of Mr. Bains (chairman), Dr. Harris and Dr. Papadopoulos. Our Board of Directors has determined that Mr. Bains is an audit committee financial expert, as defined by the rules of the U.S. Securities and Exchange Commission. Our audit committee is authorized to:

    approve and retain the independent auditors to conduct the annual audit of our financial statements;

    review the proposed scope and results of the audit;

    review and pre-approve audit and non-audit fees and services;

    review accounting and financial controls with the independent auditors and our financial and accounting staff;

    review and approve transactions between us and our directors, officers and affiliates;

    recognize and prevent prohibited non-audit services; and

    establish procedures for complaints received by us regarding accounting matters; oversee internal audit functions, if any.

        We believe that the composition of our audit committee meets the independence requirements of the applicable rules of the U.S. Securities and Exchange Commission and the AFM on the date of this Prospectus.

        Compensation Committee.    Our compensation committee is comprised of Dr. Harris (chairman), Dr. Davie and Mr. Van der Meer. Our compensation committee is authorized to:

    review and recommend the compensation arrangements for management;

    establish and review general compensation policies with the objective to attract and retain superior talent, to reward individual performance and to achieve our financial goals; and

    administer our stock incentive plans.

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        Nominating and Governance Committee.    Our nominating and governance committee is comprised of Dr. Papadopoulos (chairman), Mr. Van der Meer and Dr. Wang. Our nominating and governance committee is authorized to:

    identify and nominate candidates for election to the Board of Directors;

    develop and recommend to the Board of Directors a set of corporate governance principles applicable to our company; and

    oversee the evaluation of the Board of Directors and management.

    Compensation Committee Interlocks and Insider Participation

        No member of our compensation committee has at any time been an employee of ours. None of our executive officers serves as a member of our Board of Directors or compensation committee of any other entity that has one or more executive officers serving as a member of our Board of Directors or compensation committee.

Executive Officers

        Our executive officers and their respective ages, positions, years of service with us and biographies as of the date of this Prospectus are as follows:

Name and Address(1)

  Age
  Years of
Service

  Position
Pieter Muntendam, M.D.   49   3   President, Chief Executive Officer and Director
Mark D. Shooman   60   0   Chief Financial Officer and Treasurer
Stephen A. Martin, Ph.D.   50   3   Executive Vice President and Chief Technology Officer
Robert N. McBurney, Ph.D.   59   4   Senior Vice President, Research and Development and Chief Scientific Officer

(1)
The business address of our executive officers is: c/o BG Medicine, Inc., 610 Lincoln Street North, Waltham, Massachusetts 02451, United States.

        Pieter Muntendam, M.D., President, Chief Executive Officer and Director.    Dr. Muntendam's biography is set forth above under "Management—Board of Directors."

        Mark D. Shooman, Chief Financial Officer and Treasurer.    Mr. Shooman joined us in May 2007. Prior to joining us, Mr. Shooman worked with ONI Medical Systems, Inc. beginning in 2006, where he was Chief Financial Officer. Mr. Shooman served as Senior Vice President and Chief Financial Officer of Clinical Data, Inc., a publicly held company specializing in pharmacogenomics and medical diagnostics from 2003 to 2006. He also served as Vice President and Chief Financial Officer of ADE Corporation, a semiconductor equipment company, for which he coordinated an initial public offering and a follow-on offering. Mr. Shooman has over 15 years in public accounting and holds a BSEE degree from Rensselaer Polytechnic Institute and an M.B.A. from The Ohio State University, and is a Certified Public Accountant.

        Stephen A. Martin, Ph.D., Executive Vice President and Chief Technology Officer.    Dr. Martin joined us in 2004. In 2000, Dr. Martin founded and was a Senior Director of the Proteomics Research Center at Applied Biosystems Group in Framingham, Massachusetts. This research group focused on developing complete workflows with collaborators in a variety of applied markets, identifying gaps in these approaches and conducting basic research to better understand the key technologies that would

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revolutionize these fields. Prior to forming the Proteomics Research Center, Dr. Martin was responsible for research and development in Mass Spectrometry at PerSeptive Biosystems Inc./Applied Biosystems Group from 1994 to 2000. Dr. Martin serves on the board of directors of Stillwater Scientific Instruments. Dr. Martin received his B.A. in chemistry from Boston University in 1980 and his Ph.D. in analytical chemistry from MIT in 1984.

        Robert N. McBurney, Ph.D., Senior Vice President, Research & Development and Chief Scientific Officer.     Dr. McBurney joined us in 2003, following his position as Founder, President and Chief Executive Officer of Differential Proteomics, Inc., a start-up proteomics company. He also formerly held the positions of President of CeNeS Pharmaceuticals, Inc. and Chief Scientific Officer and President of Cambridge NeuroScience, Inc. from 1993 to 2001. Dr. McBurney currently serves on the board of directors of Differential Proteomics, Inc. Dr. McBurney's former academic positions include: Assistant Director of the Medical Research Council Neuroendocrinology Unit; Reader in Neurobiology at the Medical School of the University of Newcastle-upon-Tyne; Florey Fellow of the Royal Society in Sir Alan Hodgkin's laboratory at Cambridge University; Visiting Associate in Neurophysiology at the NIH; and the Benjamin Meaker Visiting Industrial Professor in the Medical School at Bristol University. He holds a B.Sc. and a Ph.D. from the University of New South Wales, Australia.

Limitation of Directors' and Officers' Liability and Indemnification

        The Delaware General Corporation Law authorizes corporations to limit or eliminate, subject to specified conditions, the personal liability of directors to corporations and their shareholders for monetary damages for breach of their fiduciary duties. Our restated certificate of incorporation to be filed upon the completion of this Offer limits the liability of our directors to the fullest extent permitted by Delaware law.

        We have obtained director and officer liability insurance to cover liabilities our directors and officers may incur in connection with their services to us. Our restated certificate of incorporation to be filed upon completion of this Offer and restated bylaws to be effective upon the completion of this Offer also provide that we will indemnify and advance expenses to any of our directors and officers who, by reason of the fact that he or she is one of our officers or directors, is involved in a legal proceeding of any nature. We will repay certain expenses incurred by a director or officer in connection with any civil, criminal, administrative or investigative action or proceeding, including actions by us or in our name. Such indemnifiable expenses include, to the maximum extent permitted by law, attorney's fees, judgments, fines, settlement amounts and other expenses reasonably incurred in connection with legal proceedings. A director or officer will not receive indemnification if he or she is found not to have acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, our best interest.

        We have entered into agreements to indemnify our directors and officers. These agreements, among other things, will indemnify and advance expenses to our directors and officers for certain expenses, including attorneys' fees, judgments, fines and settlement amounts incurred by any such person in any action or proceeding, including any action by us arising out of such person's services as our director or officer, or any other company or enterprise to which the person provides services at our request. We believe that these provisions and agreements are necessary to attract and retain qualified persons as directors and officers.

        Such limitation of liability and indemnification does not affect the availability of equitable remedies. In addition, we have been advised that in the opinion of the U.S. Securities and Exchange Commission, indemnification for liabilities arising under the Securities Act is against public policy as expressed in the Securities Act and is therefore unenforceable.

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        There is no pending litigation or proceeding involving any of our directors, officers, employees or agents in which indemnification will be required or permitted. We are not aware of any threatened litigation or proceeding that may result in a claim for such indemnification.

Directors and Executive Officers Conflicts of Interests

        There are no family relationships among any of our executive officers or directors. Noubar Afeyan, affiliated with Flagship, Pieter van der Meer affiliated with Gilde and Stelios Papadopoulos serve on our Board of Directors and represent certain of our Major Shareholders. As a result of these affiliations and in addition to the transactions disclosed in "Related Party Transactions," these individuals may encounter potential conflicts of interest between carrying out their duties as Directors of the Company and acting as representatives of Major Shareholders.

Other Information Relating to Directors and Executive Officers

        With respect to each of our directors and executive officers, there has been no (i) convictions in relation to fraudulent offences in the last five years, (ii) bankruptcies, receiverships or liquidations of any entities in which such members held any office, directorships or senior management positions in the last five years, or (iii) official public incriminations and/or sanctions of such person by statutory or regulatory authorities (including designated professional bodies), or disqualifications by a court from acting as a member of the administrative, management or supervisory bodies of an issuer or from acting in the management or conduct of the affairs of any issuer for at least the previous five years.

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EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

    Objectives and Philosophy of Executive Compensation Program

        Our executive compensation program is administered by the compensation committee of our Board of Directors. The primary objective of our executive compensation program is to attract, retain and motivate executive talent. Our overall philosophy is to tie both short and long-term cash and equity incentives to the achievement of our executives against measurable corporate and individual performance objectives, and to align their incentives with the creation of value for our shareholders. The role of the compensation committee is to oversee our compensation and benefit plans and policies, administer our equity incentive plans, and review and approve annually all compensation decisions relating to all executive officers. Specifically, our executive compensation programs are designed to:

    attract and retain individuals of superior ability and managerial talent;

    ensure senior officer compensation is aligned with our corporate strategies, business objectives and the long-term interests of our shareholders;

    increase the incentive to achieve key strategic and financial performance measures by linking incentive award opportunities to the achievement of performance goals in these areas; and

    enhance the officers' incentive to maximize shareholder value, as well as promote retention of key people, by providing a portion of total compensation opportunities for senior management in the form of direct ownership in our company.

        To achieve these objectives, the compensation committee expects to implement and maintain compensation plans that tie a substantial portion of the executives' overall compensation to achievement of corporate and individual performance objectives. Base salary increases and performance bonus payments are primarily tied to these corporate and individual objectives, while the size of equity awards are primarily tied to promoting long-term employee retention.

        Corporate Objectives.    Our Board of Directors establishes our corporate objectives at the beginning of each year and these objectives are used to assess corporate performance for the year. The key strategic, corporate, financial and operational goals that may be identified by our Board of Directors include:

    clinical diagnostic development;

    targeted biomarker development;

    continued intellectual property development; and

    implementation of appropriate financing or business development strategies.

        Individual Objectives.    Individual objectives are also established at the beginning of each year by the supervisor of each executive. These objectives represent significant milestones that must be met by each executive, along with dates for achieving the milestones. Factors are identified and specified that will be used to measure success in reaching the goal or objective. Objectives are established based on the executive's principal areas of responsibility. For example, our scientific executives will have measurable objectives established for areas such as key research or scientific milestones.

        Evaluations.    After the completion of each fiscal year, we evaluate individual and corporate performance against stated goals for the year. Consistent with our overall compensation philosophy, each employee undergoes a performance evaluation process involving his or her direct supervisor and other senior executives to the extent appropriate. This process leads to a recommendation for annual salary increases, bonuses and equity awards, if any, which are then reviewed and approved by our

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compensation committee. The performance of our executive officers, after input from each of them as to their own performance, is generally assessed by our Chief Executive Officer. In the case of our Chief Executive Officer, his performance is assessed primarily by the chairman of our Board of Directors, with an opportunity for input from each member of our Board of Directors. Any annual base salary increases, equity awards and bonuses, to the extent granted, are generally implemented during the first calendar quarter of the following year.

        The compensation committee evaluates individual executive performance with the goal of setting compensation at levels the committee believes are in the upper half for executives in companies of similar size and stage of development operating in the biotechnology industry, taking into account our relative performance and our own strategic goals. In order to ensure that we continue to remunerate our executives appropriately and consistent with market information, we will participate in, and review data from, certain compensation surveys, and may engage outside compensation consultants.

    Elements of Executive Compensation

        Executive compensation consists of the following elements:

    Base Salary

        Base salaries for our executives are generally established based on the scope of their responsibilities, taking into account competitive market compensation paid by other companies for similar positions and recognizing cost of living considerations. As with total executive compensation, we believe that our executive base salaries should be targeted in the upper half of the range of salaries for executives in similar positions and with similar responsibilities in comparable biotechnology companies. We have reviewed data from the Radford Biotechnology Survey and the Radford Biotech Pre-IPO Survey as primary reference points. These surveys are analyses of compensation which use privately held biotechnology companies for benchmarking purposes. In general, our compensation committee reviews base salaries annually, and adjusts salaries to realign them with comparable market levels and adjust them for inflation. In addition, base salaries may be adjusted from time to time during the year in recognition of promotions that may be made.

        In November 2006, our compensation committee increased the salary of Pieter Muntendam, our Chief Executive Officer, from $235,000 to $275,000 in recognition of his overall performance during 2006 and, in particular, for his successful negotiations with a collaborative investment partner and two important new initiatives. Additionally, our compensation committee engaged the services of an independent compensation consultant who analyzed average salaries of executive officers of comparable companies and determined that Dr. Muntendam's salary was low relative to the market, which fact also influenced the compensation committee's decision to increase Dr. Muntendam's base salary. Also in November 2006, our compensation committee promoted Stephen A. Martin from Senior Vice President, Chief Technology Officer, to Executive Vice President, Chief Technology Officer, in recognition of his exceptional performance and success in creating a robust platform, management of the research and development teams, successful initiation and completion of several major partner programs, which assisted in positioning us for continued growth. In recognition of this promotion, the compensation committee approved the increase of Dr. Martin's base salary from $200,000 to $225,000.

    Annual Bonus

        Each of our named executive officers is eligible for annual performance-based bonuses. We provide this bonus opportunity in order to be competitive with our peers and as a means of attracting and retaining highly skilled and experienced executive officers. We believe this potential for additional cash compensation further motivates our executives to achieve annual corporate, departmental and individual goals, which consist of various revenue, cost and operational targets, some of which are

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non-financial. The maximum target bonus amounts for a our named executive officers are determined by the executive's rank, with each level differentiated as follows: maximum target bonus for our Chief Executive Officer is 50% of the then current annual base salary; maximum target bonus for our Chief Financial Officer is 40% of the then current annual base salary and maximum target bonus of our other named executive officers is 30% of the then current base salary.

        Our compensation committee determines the specific amount of annual performance-based bonuses to be awarded to our executive officers, including our Chief Executive Officer, based on the achievement of certain financial and non-financial goals, all of which have been predetermined by our Board of Directors. Our compensation committee gives equal weight to the achievement of our financial goals and the achievement of non-financial goals and then makes a subjective determination of the amount of bonus awards for each executive based on the level of achievement of those goals compared to the expected level of achievement and the level of achievement relative to other executive officers.

        In December 2005, the compensation committee established various corporate financial and non-financial goals for the performance of our named executive officers for 2006. The compensation committee deemed these financial goals as the most important elements of our performance in 2006, and, that, if they were achieved, that would likely result in an increase in shareholder value. The specific performance levels for financial goals were determined with reference to target levels in our 2006 budget, which we used to manage our day-to-day business. The targets were set by our Board of Directors at the beginning of the year at a level that represented an aggressive level of growth and financial performance with the intent that they would be difficult but achievable.

        Non-financial goals specified demonstrable enhancement in specific portions of a named executive officer's area of management and were specifically structured for each named executive officer. Dr. Muntendam's non-financial goals were established as a result of discussions between our compensation committee and Dr. Muntendam and included the establishment of key partnerships and initiatives, expanded focus on biomarker discovery for diagnostic applications and novel approaches to prospective clinical studies. The non-financial goals for other named executive officers were established as a result of discussions between Dr. Muntendam and the other named executive officers. Dr. McBurney's non-financial goals included the advancement of our current biomarker discovery projects, the initiation of new biomarker discovery projects and the expansion of our discovery projects into molecular diagnostic product development efforts. Dr. Martin's non-financial goals included the continued development and enhancement of our robust biomarker discovery platforms, retention and mentorship of the research and development teams and timely completion of all project milestones. Mr. Shooman was not our employee in 2006.

        Although the details of non-financial objectives were specifically structured for each named executive officer, both financial and non-financial goals were required to be met to receive 100% of the annual bonus targets for each named executive officer. If financial or non-financial goals were not met, the compensation committee retained discretion to award less than 100% of the annual bonus targets or to refrain from paying any bonus and if such goals were exceeded, the compensation committee retained discretion to award amounts in excess of the annual bonus targets.

    Bonuses Paid in 2006

        The amounts of bonuses paid in 2006 to each of our named executive officers were determined at the end of November 2006 by the compensation committee after examining our financial results and evaluating the performance of each executive officer against his individual goals in a combined assessment of both 2005 and 2006. The compensation committee determined that we fell short of our desired financial goals while meeting the majority of individual targets and non-financial goals for this period. Based on the achievement of these goals, the compensation committee determined that bonuses

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would be paid to Drs. Muntendam, Martin and McBurney. Dr. Muntendam received a bonus in the amount of $34,250 reflecting the compensation committee's determination that he had surpassed his individual targets and non-financial goals for 2006. Dr. Martin received an aggregate bonus of $30,625, and Dr. McBurney received a bonus of $24,150. The compensation committee based these bonuses on ongoing contributions to our growth and development and the committee's confidence in their ability to further our corporate goals of continually increasing our revenues; attracting additional investors and partners; maintaining and expanding our relationships with existing customers; securing and retaining talented employees; promoting awareness of biomarker discovery and establishing our reputation as a leading provider of biomarkers for broad based pharmaceutical and diagnostic therapeutic uses. The compensation committee viewed all of these contributions as factors that led to the achievement of certain corporate goals and individual goals. The compensation committee took into account that these contributions have been, and based on Dr. Muntendam, Dr. Martin and Dr. McBurney's growing expertise in the biomarker discovery marketplace, will continue to be, instrumental in achieving our overall goal of continued growth.

    Long-Term Incentive Program

        We believe that long-term performance will be enhanced through stock and equity awards that reward our executives for maximizing shareholder value over time and that align the interests of our employees and management with those of shareholders. The compensation committee believes that the use of stock and equity awards offers the best approach to achieving our compensation goals because equity ownership ties a significant portion of an executive's compensation to the performance of our company's stock. We have historically elected to use stock options as the primary long-term equity incentive vehicle.

    Stock Options

        Stock options are awarded based on various factors including the responsibilities of the individual executive officer, his or her past performance, anticipated future contributions, prior option grants (including the vesting schedule of such prior grants) and the executive's total cash compensation. We have used and expect to continue to use stock options as a long-term incentive vehicle because we believe that:

    Stock options and the vesting period of stock options attract and retain executives.

    Stock options are inherently performance-based. Because all the value received by the recipient of a stock option is based on the growth of the stock price, stock options enhance the executives' incentive to increase our stock price and maximize shareholder value.

    Stock options help to provide a balance to the overall executive compensation program as base salary and our annual performance bonus program focus on short-term compensation, while stock options reward executives for increases in shareholder value over the longer term.

        For a description of the terms and conditions of our stock option plan, see "Executive Compensation—Equity Incentive Plans."

        Restricted Stock.    We granted 2,797,500 shares of restricted stock to certain officers, directors and employees under our 2001 Stock Plan. While we have no current plans to grant restricted stock under our 2007 Stock Plan, we may choose to do so in order to implement the long-term incentive goals of the compensation committee.

    Other Compensation.

        Consistent with our compensation philosophy, we intend to continue to maintain our current benefits for our executive officers, including medical, dental and life insurance coverage.

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    Termination Based Change of Control Compensation.

        Upon termination of employment under certain circumstances, our executive officers are entitled to receive varying types of compensation. Elements of this compensation may include payments based upon a number of months of base salary, acceleration of vesting of equity, and health and other similar benefits. We believe that our termination-based compensation and acceleration of vesting of equity arrangements are in line with severance packages offered to executives of other similar companies, including our package for our Chief Executive Officer, based upon the market information we have reviewed. We also have granted severance and acceleration of vesting of equity benefits to our executives in the event of a change of control if the executive is terminated within a certain period of time of the change of control. We believe this "double trigger" requirement maximizes shareholder value because it prevents an unintended windfall to management in the event of a friendly or non-hostile change of control. Under this structure, unvested equity awards would continue to incentivize our executives to remain with us after a change of control, and more appropriate than a single trigger acceleration mechanism contingent only upon a change of control. The specifics of each executive officer's arrangements are described in further detail below.

    Relationship of Elements of Compensation.

        Our compensation structure is primarily weighted toward three of the elements discussed: base salary, annual performance bonus, and stock options. We utilize stock options as a substantial component of compensation because we currently have no earnings and expect this to be the case for the foreseeable future. Our mix of cash and non-cash compensation balances our need to limit cash expenditures with the expectations of those we hope to recruit and retain as employees. In the future, we may adjust the mix of cash and non-cash compensation if required by competitive market conditions for attracting and retaining highly skilled personnel.

        We manage the expected impact of salary increases and performance bonuses by requiring that the size of such salary increases and bonuses be tied to the attainment of corporate and individual objectives. For example, the size of each employee's bonus is determined not only by individual performance, but also by whether we met our corporate objectives.

        We view the award of stock options as a primary long-term retention benefit. We make the award of stock options a significant component of total compensation and also tie the earning of these awards to long-term vesting schedules, generally four years. If an employee leaves our employ before the completion of the vesting period, then that employee would not receive any benefit from the non-vested portion of his award. We believe this feature makes it more attractive to remain as our employee and these arrangements do not require substantial cash payments by us.

Summary Compensation Table

        The following table provides information regarding the compensation that we paid to each person serving as our Chief Executive Officer, Chief Financial Officer and other executive officers during the

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year ended 31 December 2006. We use the term "named executive officers" to refer to these people in this Prospectus.

Name and
Principal Position

  Salary
  Bonus(1)
  Option
Awards(2)

  Total
Pieter Muntendam, M.D.
    President, Chief Executive
    Officer and acting Chief
    Financial Officer(6)
  $ 235,000   $ 34,250   $ 67,503 (3) $ 336,753

Stephen A. Martin, Ph.D.
    EVP, Chief Technology Officer

 

 

204,167

 

 

30,625

 

 

27,313

(4)

 

262,105

Robert N. McBurney, Ph.D.
    SVP, Chief Scientific Officer

 

 

230,000

 

 

24,150

 

 

27,131

(5)

 

281,281

(1)
Represents bonuses earned in 2005 and paid in 2006.

(2)
The value of each of the option awards was computed in accordance with SFAS 123R without consideration of forfeitures. Valuation assumptions are described in the notes to financial statements appearing elsewhere in this Prospectus. See our discussion of stock-based compensation under "Management's Discussion and Analysis—Critical Accounting Policies and Estimates—Stock-Based Compensation." Options generally vest over a four year period.

(3)
Consists of $30,875, $16,625 and $20,003, representing the compensation expense incurred by us in fiscal year 2006 in connection with option grants to Dr. Muntendam to purchase 650,000 shares of common stock on 16 December 2004, 350,000 shares of common stock on 8 December 2005 and 500,000 shares of common stock on 28 November 2006, calculated in accordance with SFAS 123R.

(4)
Consists of $19,000 and $8,313 representing the compensation expense incurred by us in fiscal year 2006 in connection with option grants to Dr. Martin to purchase 400,000 shares of common stock on 24 June 2004, and 175,000 shares of common stock on 8 December 2005, calculated in accordance with SFAS 123R.

(5)
Consists of $18,818, $5,938 and $2,375 representing the compensation expense incurred by us in fiscal year 2006 in connection with option grants to Dr. McBurney to purchase 400,000 shares of common stock on 18 April 2003, 125,000 shares of common stock on 15 April 2004 and 50,000 shares of common stock on 8 December 2005, calculated in accordance with SFAS 123R.

(6)
In addition to his roles as President and Chief Executive Officer, Dr. Muntendam acted in the capacity of principal financial officer during 2006 and until May 2007. Mark D. Shooman began serving as our Chief Financial Officer in May 2007.

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Grants of Plan-Based Awards

        The following table presents information concerning grants of plan-based awards to Dr. Muntendam during 2006. No plan-based awards were granted to our other named executive officers during 2006.

Name and
Principal Position

  Grant Date
  All Other Option
Awards: Number
of
Securities
Underlying
Options

  Per Share
Exercise or
Base
Price of
Option or
Stock Awards

  Grant Date Fair
Value of Stock and
Option Awards(1)

Pieter Muntendam, M.D.
    President and Chief
    Executive Officer
  28 Nov 2006   500,000(2)   $ 0.25   $ 885,000

(1)
The value of restricted stock and option awards granted to our named executive officers was computed in accordance with SFAS 123R without consideration of forfeitures. See our discussion of stock-based compensation under "Management's Discussion and Analysis—Critical Accounting Policies and Estimates—Stock-Based Compensation." Valuation assumptions are described in the notes to financial statements appearing elsewhere in this Prospectus.

(2)
One quarter of the option, or 125,000 shares, vests in November 2007, with the balance vesting in increments of 31,250 shares on a quarterly basis over three additional years.

Employment Agreements with Our Named Executive Officers

        Pieter Muntendam, M.D.    We entered into an employment agreement with Dr. Muntendam in December 2004. Dr. Muntendam's annual base salary is currently $275,000. Pursuant to the employment agreement, Dr. Muntendam has the opportunity to earn an annual performance bonus of up to 50% of his salary, based on achievement of a series of personal and corporate objectives that our Board of Directors and Dr. Muntendam define annually, and is also eligible to receive annual stock option grants based on our corporate performance. When Dr. Muntendam joined us as our President and, at the time, Chief Operating Officer, he received an option to purchase 650,000 shares of our common stock at an exercise price of $.25 per share. One quarter of the option vested in December 2005 and the balance vests quarterly over three additional years.

        In December 2005, Dr. Muntendam began serving as our Chief Executive Officer and received an option to purchase 350,000 shares of our common stock at an exercise price of $.25 per share. One quarter of the option vested in December 2006 and the balance vests quarterly over three additional years. In November 2006, Dr. Muntendam received an additional option to purchase 500,000 shares of our common stock at an exercise price of $.25 per share, one quarter of which vests in November 2007 and the balance vests quarterly over three additional years.

        As a condition of employment, Dr. Muntendam has entered into a non-competition and non-solicitation agreement pursuant to which he has agreed not to compete with us for a period of twelve months after the termination of his employment.

        Dr. Muntendam is entitled to certain benefits in connection with a termination of his employment or a change in control discussed below under "Potential Payments Upon Termination Due to Change in Control."

        Mark D. Shooman.    We entered into an employment agreement with Mark D. Shooman, our Chief Financial Officer, in May 2007. Mr. Shooman's annual base salary is currently $225,000. Pursuant to his employment agreement, Mr. Shooman has the opportunity to earn an annual performance bonus of up to 40% of his annual salary, based on the achievement of a series of personal and corporate objectives that our Board of Directors and Dr. Muntendam define annually, and is also eligible to receive annual

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stock option grants based on our corporate performance. Upon commencement of his employment with us, Mr. Shooman received a signing bonus of $10,000 and an option to purchase 400,000 shares of our common stock at an exercise price of $4.10 per share. One quarter of the option vests in April 2008 and the balance vests monthly over three additional years.

        As a condition of employment, Mr. Shooman has entered into a non-competition and non-solicitation agreement pursuant to which he has agreed not to compete with us for a period of twelve months after the termination of his employment. Mr. Shooman's employment agreement does not have a defined term.

        Mr. Shooman is entitled to certain benefits in connection with a termination of his employment or a change in control discussed below under "Potential Payments Upon Termination Due to Change in Control."

        Stephen A. Martin, Ph.D.    Pursuant to an employment agreement dated 9 April 2004 between us and Dr. Martin, we agreed to employ Dr. Martin as Senior Vice President and Chief Technology Officer commencing on 17 May 2004. At that time, Dr. Martin received a signing bonus of $15,000. Dr. Martin is eligible to receive an annual cash bonus of up to 30% of his base salary based on the achievement of individual and corporate milestones. Dr. Martin began serving as our Executive Vice President, Chief Technology Officer in November 2006. Dr. Martin's annual base salary is currently $225,000.

        As a condition of employment, Dr. Martin has entered into a non-competition and non-solicitation agreement pursuant to which he has agreed not to compete with us for a period of twelve months after the termination of his employment. Dr. Martin's employment agreement does not have a defined term.

        Dr. Martin is entitled to certain benefits in connection with a termination of his employment or a change in control discussed below under "Potential Payments Upon Termination Due to Change in Control."

        Robert N. McBurney, Ph.D.    Pursuant to an employment agreement dated 2 March 2 2003 between us and Dr. McBurney, we agreed to employ Dr. McBurney as Senior Vice President, Research and Development and Chief Scientific Officer beginning 10 March 2003. Dr. McBurney is eligible to receive an annual cash bonus of up to 30% of his base salary based on the achievement of individual and corporate milestones. Dr. McBurney's annual base salary is currently $230,000.

        As a condition of employment, Dr. McBurney has entered into a non-competition and non-solicitation agreement pursuant to which he has agreed not to compete with us for a period of twelve months after the termination of his employment. Dr.McBurney's employment agreement does not have a defined term.

        Dr. McBurney is entitled to certain benefits in connection with a termination of his employment or a change in control discussed below under "Potential Payments Upon Termination Due to Change in Control."

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Outstanding Equity Awards at Fiscal Year-End

        The following table presents the outstanding equity awards held by each of the named executive officers as of 31 December 2006.

Name and Principal Position

  Number of
Securities
Underlying
Unexercised
Options
Exercisable

  Number of
Securities
Underlying
Unexercised
Options
Unexercisable(1)

  Option
Exercise
Price

  Option
Expiration
Date

Pieter Muntendam, M.D.(2)
    President and Chief Executive Officer
 
87,500
325,000
  500,000
262,500
325,000
  $

0.25
0.25
0.25
  28 Nov 2016
8 Dec 2015
16 Dec 2014

Stephen A. Martin, Ph.D.
    EVP, Chief Technology Officer

 

43,750
250,000

 

131,250
150,000

 

 

0.25
0.25

 

8 Dec 2015
24 Jun 2014

Robert N. McBurney, Ph.D.
    SVP, Chief Scientific Officer

 

12,500
93,750
375,000

 

37,500
31,250
25,000

 

 

0.25
0.25
0.25

 

8 Dec 2015
15 Apr 2014
18 Apr 2013

(1)
25% of the total number of shares subject to option vest at the end of the first year, the remainder vest 6.25% per quarter thereafter.

(2)
In addition to his roles as President and Chief Executive Officer, Dr. Muntendam acted in the capacity of principal financial officer for our 2006 fiscal year and until May 2007. Mark Shooman began serving as our Chief Financial Officer in May 2007. Mr. Shooman was granted options to purchase 400,000 shares of common stock at an exercise price of $4.10 with an expiration date of 27 April 2015.

Option Exercises and Stock Vested at Fiscal Year End

        There were no options exercised by any of the named executive officers during 2006.

Pension Benefits

        None of our named executive officers participates in or has account balances in qualified or non-qualified defined benefit plans sponsored by us.

Nonqualified Deferred Compensation

        None of our named executive officers participate in or have account balances in non-qualified defined contribution plans or other deferred compensation plans maintained by us. The compensation committee may elect to provide our officers and other employees with non-qualified defined contribution or deferred compensation benefits if the compensation committee determines that doing so is in our best interests.

Severance Benefits and Change of Control Arrangements

        We have agreed to provide severance benefits and change of control arrangements to our current executives, as described below.

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        Pieter Muntendam, M.D.    Dr. Muntendam's employment agreement with us will continue for successive one-year terms until either Dr. Muntendam or we provide written notice of termination to the other in accordance with the terms of the agreement. Upon the termination of his employment by us other than for cause, or if we decide not to extend Dr. Muntendam's agreement at the end of any term, or termination of his employment by him for good reason, Dr. Muntendam has the right to receive (i) a severance payment in an amount equal to twelve months of his base salary then in effect, payable in accordance with our regular payroll practices, and (ii) continuation of benefits for a comparable period as a result of any such termination. Further, the vesting of all options then held by Dr. Muntendam shall accelerate in full. Dr. Muntendam is not entitled to severance payments or accelerated vesting if we terminate him for cause or if he resigns without good reason. Dr. Muntendam is bound by non-disclosure, inventions and non-competition covenants that prohibit him from competing with us during the term of his employment and for one year after termination of employment.

        We also have entered into a change of control cash severance agreement with Dr. Muntendam. If Dr. Muntendam is not offered comparable employment with the successor upon a change of control, or he begins employment with the successor, but resigns for good reason or is terminated without cause within twelve months following the change of control, then Dr. Muntendam has the right to receive a severance payment in an amount equal to twelve months of base salary then in effect, one-half of which is payable within thirty days following the triggering event and the balance upon the earlier of twelve months following the triggering event or his death. Dr. Muntendam also has the right to continuation of benefits then in effect for a period of twelve months following the triggering event.

        Further, pursuant to the terms of Dr. Muntendam's option agreements, if Dr. Muntendam is terminated without cause upon a change of control, the vesting of all options then held by him shall accelerate in full, and all repurchase rights that we may have as to any of his stock will automatically lapse. We believe that the severance package for our Chief Executive Officer is in line with severance packages offered to chief executive officers of comparable companies as represented by compensation data we have reviewed.

        Mark D. Shooman.    Pursuant to the terms of Mr. Shooman's employment agreement, should we terminate Mr. Shooman employment without cause, and conditioned upon his execution of a separation agreement which contains, among other things, a general release of claims, Mr. Shooman will receive severance pay equivalent to six months of his annual base salary and six months of health benefit continuation at the time of such termination.

        We also have entered into a change of control cash severance agreement with Mr. Shooman. If Mr. Shooman is not offered comparable employment with the successor upon a change of control, or he begins employment with the successor, but resigns for good reason or is terminated without cause within twelve months following the change of control, then Mr. Shooman has the right to receive a severance payment in an amount equal to nine months of base salary then in effect, one-half of which is payable within thirty days following the triggering event and the balance upon the earlier of nine months following the triggering event or his death. Mr. Shooman also has the right to continuation of benefits then in effect for a period of nine months following the triggering event.

        Further, pursuant to the terms of Mr. Shooman's option agreement, if Mr. Shooman is terminated without cause upon a change of control, the vesting of options or restricted stock awards then held by him will automatically accelerate in full.

        Stephen A. Martin, Ph.D.    We have entered into a change of control cash severance agreement with Dr. Martin. If Dr. Martin is not offered comparable employment with the successor upon a change of control, or he begins employment with the successor, but resigns for good reason or is terminated without cause within twelve months following the change of control, then Dr. Martin has the right to receive a severance payment in an amount equal to nine months of base salary then in

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effect, one-half of which is payable within thirty days following the triggering event and the balance upon the earlier of nine months following the triggering event or his death. Dr. Martin also has the right to continuation of benefits then in effect for a period of nine months following the triggering event. Further, pursuant to the terms of Dr. Martin's option agreements, the vesting on options or restricted stock awards then held by him will automatically accelerate in full.

        Robert N. McBurney, Ph.D.    We have entered into a change of control cash severance agreement with Dr. McBurney. If Dr. McBurney is not offered comparable employment with the successor upon a change of control, or he begins employment with the successor, but resigns for good reason or is terminated without cause within twelve months following the change of control, then Dr. McBurney has the right to receive a severance payment in an amount equal to six months of base salary then in effect, one-half of which is payable within thirty days following the triggering event and the balance upon the earlier of six months following the triggering event or his death. Dr. McBurney also has the right to continuation of benefits then in effect for a period of six months following the triggering event.

        Further, pursuant to the terms of Dr. McBurney's option agreements, the vesting on options or restricted stock awards then held by him will automatically accelerate by nine months.

        Each executive is bound by non-disclosure, inventions transfer, non-solicitation and non-competition covenants that prohibit the executive from competing with us during the term of his or her employment and for twelve months after termination of employment. We believe that the severance packages for our executive officers are consistent with severance packages offered to executive officers of comparable companies as represented by compensation data we have reviewed.

Potential Payments Upon Termination Without Cause

        The following table sets forth quantitative estimates of the benefits that would have accrued to each of our named executive officers if his employment were terminated without cause as of 30 June 2007. Amounts below reflect potential payments pursuant to the employment agreements for such named executive officers.

Name and Principal Position

  Salary
Continuation

  Benefit
Continuation

  Value of
Accelerated
Option Vesting(1)

Pieter Muntendam, M.D.
    President and Chief Executive Officer
  $ 137,500   $ 9,427    

Mark D. Shooman(2)
    Chief Financial Officer

 

 

112,500

 

 

9,427

 

 

(1)
Calculated based on an Offer Price of €            , the mid-point of the Price Range, less the applicable per share exercise or purchase prices.

(2)
Mark Shooman began serving as our Chief Financial Officer in May 2007.

Potential Payments Upon Termination Due to Change in Control

        The following table sets forth quantitative estimates of the benefits that would have accrued to each of our named executive officers if his employment were terminated due to constructive termination upon a change in control as of 30 June 2007, assuming that such termination occurred within the period beginning on the first day of the calendar month immediately preceding the calendar month in which the effective date of a change in control occurs and ending on the last day of the twelfth calendar month following the calendar month in which the effective date of a change in control

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occurs. Amounts below reflect potential payments pursuant to the employment agreements for such named executive officers.

Name and Principal Position

  Salary
Continuation

  Benefit
Continuation

  Value of
Accelerated
Option Vesting(1)

Pieter Muntendam, M.D.
    President and Chief Executive Officer
  $ 275,000   $ 18,854    

Mark D. Shooman(2)
    Chief Financial Officer

 

 

168,750

 

 

14,141

 

 

Stephen A. Martin, Ph.D.
    EVP, Chief Technology Officer

 

 

168,750

 

 

14,141

 

 

Robert N. McBurney, Ph.D.
    SVP, Chief Scientific Officer

 

 

115,000

 

 

9,427

 

 

(1)
Calculated based on an Offer Price of €            , the mid-point of the Price Range, less the applicable per share exercise or purchase prices.

(2)
Mark Shooman began serving as our Chief Financial Officer in May 2007.

Confidential Information and Inventions Agreement

        Each of our named executive officers has also entered into a standard form agreement with respect to confidential information and inventions. Among other things, this agreement obligates each named executive officer to refrain from disclosing any of our proprietary information received during the course of employment and to assign to us any inventions conceived or developed during the course of employment.

Compensation of Directors

        During 2006, none of our non-executive directors received compensation for service on our Board of Directors or on the committees thereof. In 2003, we granted Dr. Papadopoulos a stock option to purchase 1.2 million shares of our common stock at an exercise price of $0.25 per share for his service on the Board of Directors. In connection with their initial election to the Board of Directors in 2007, we granted each of Dr. Harris and Mr. Bains a stock option to purchase 30,000 shares of our common stock at an exercise price of $4.10 per share. The option granted to Dr. Papadopoulos has an eight-year term and the options granted to Dr. Harris and Mr. Bains have ten-year terms. All such options vest with respect to one-fourth of the shares of our common stock on the first anniversary of the grant date and quarterly thereafter until the fourth anniversary of the grant date. Continued vesting of the options is subject to continued service on the Board of Directors.

        In recent years we have not had a policy in place, nor have we paid any compensation to our non-employee directors for serving on our Board of Directors other than as set forth above or for reimbursement of reasonable out-of-pocket expenses incurred for attending meetings of our Board of Directors or any committees thereof.

        In July 2007, our Board of Directors adopted the Non-Employee Director Compensation Policy that will become effective following the completion of this Offer. The policy is designed to ensure that the compensation aligns the directors' interests with the long-term interests of the shareholders, that the structure of the compensation is simple, transparent and easy for shareholders to understand and that our directors are fairly compensated. Directors who are also our employees, such as Dr. Muntendam, will not receive additional compensation for their services as directors.

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        Under the policy, upon initial election or appointment to the Board of Directors, new non-employee directors receive a non-qualified stock option to purchase 30,000 shares of our common stock at an exercise price equal to the fair market value on the date of grant that vests one year from the date of grant. Each year of a non-employee director's tenure, the director will receive a non-qualified stock option to purchase 15,000 shares of our common stock at an exercise price equal to the fair market value on the date of grant that vests one year from the date of grant. The options become fully vested and exercisable upon a change of control.

        In addition, each non-employee director will be paid an annual retainer of $20,000, or $40,000 in the case of the chairperson, for their services. For each meeting of our Board of Directors that a non-employee director attends in person in excess of six meetings in a single calendar year, such non-employee director shall be paid $1,500. Committee members receive additional annual retainers in accordance with the following:

Committee

  Non-employee
chairman

  Non-employee
director

Audit Committee   $ 5,000   $ 3,000
Compensation Committee     5,000     3,000
Nominating and Governance Committee     5,000     3,000
             

Equity Incentive Plans

    2001 Stock Option and Incentive Plan

        Our 2001 Stock Plan was adopted initially by our Board of Directors in June 2001 and approved by our shareholders in March 2002. The 2001 Stock Plan was amended in April 2002, December 2003, March 2004 and June 2007 to increase the number of shares of our common stock and options to purchase shares of our common stock available for grant under the plan.

        The purpose of the 2001 Stock Plan is to provide stock options and other equity awards to our employees, officers, directors, consultants and advisors. The 2001 Stock Plan is administered by our Board of Directors and the Compensation Committee, which has the discretion to delegate to one or more of our executive officers the power to grant stock awards up to a maximum number of shares allocable to any one grantee. Under the 2001 Stock Plan, the Board or its delegate may grant incentive stock options, non-qualified stock options, restricted stock awards and other stock-based awards and may set the terms of these awards, including the vesting schedule, exercise price and the duration of the exercise period of options and the terms of repurchase provisions of restricted stock. As of 30 June 2007, there were outstanding options to purchase 6,739,906 shares of our common stock under the 2001 Stock Plan and 1,131,680 shares of our common stock available for future grant. Our Board of Directors approved the termination of the 2001 Stock Plan to take effect upon the completion of this Offer, after which time no additional options will be granted under the 2001 Stock Plan, but options previously granted under the 2001 Stock Plan will continue to be governed by the terms of the plan.

    2007 Employee, Director and Consultant Equity Incentive Plan

        Prior to the completion of this Offer, we expect our Board of Directors to adopt and our shareholders to approve the 2007 Stock Plan, which will become effective upon completion of this Offer. The 2007 Stock Plan will expire in            2017. Under our 2007 Stock Plan, we may grant incentive stock options, nonqualified stock options, restricted and unrestricted stock awards and other stock-based awards. There will be            shares of our common stock authorized for issuance under the 2007 Stock Plan. In addition, any shares of our common stock that are presently subject to outstanding options under our 2001 Stock Plan but which are unissued on or after the date that the 2007 Stock Plan is adopted upon the cancellation, surrender or termination of such options, shall be

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added to the shares of our common stock authorized under the 2007 Stock Plan to be available for future issuance; provided, however, that no more than            shares of our common stock, approximately the number of options currently issued and outstanding under our 2001 Stock Plan, shall be added to the 2007 Stock Plan pursuant to this provision.

        In addition, the 2007 Stock Plan contains an "evergreen" provision, which allows for an annual increase in the number of shares of our common stock available for issuance under the plan on the first day of each fiscal year during the period beginning on the first day of fiscal year 2008 and ending on the second day of fiscal year 2017. The annual increase in the number of shares shall be equal to the lowest of:

    shares of our common stock;

          % of the number of shares of our common stock outstanding on a fully diluted basis as of the close of business on the immediately preceding day, which is calculated by adding to the number of shares of our common stock outstanding, the number of shares of our common stock issuable upon conversion or exercise of any convertible or derivative securities; and

    an amount determined by our Board of Directors.

        The Board of Directors has authorized our compensation committee to administer the 2007 Stock Plan. In accordance with the provisions of the plan, the compensation committee will determine the terms of options and other awards, other than awards to directors, executive officers and other members of senior management, which will be determined by the Board of Directors. The compensation committee or our Board of Directors will determine:

    which employees, directors and consultants shall be granted options and other awards;

    the number of shares of our common stock subject to options and other awards;

    the exercise price of each option, which generally shall not be less than fair market value on the date of grant;

    the schedule upon which options become exercisable;

    the termination or cancellation provisions applicable to options;

    the terms and conditions of other awards, including conditions for repurchase, termination or cancellation, issue price and repurchase price; and

    all other terms and conditions upon which each award may be granted in accordance with our plan.

        No participant may receive awards for more than            shares of our common stock in any fiscal year.

        In addition, our Board of Directors or any committee to which the Board of Directors delegates authority may, with the consent of the affected plan participants, reprice or otherwise amend outstanding awards consistent with the terms of our plan.

        Upon a merger or other reorganization event, our Board of Directors, or the Board of Directors of any corporation assuming our obligations, may, in its sole discretion, take any one or more of the following actions pursuant to our plan, as to some or all outstanding awards:

    provide that outstanding options shall be assumed or substituted by the successor corporation;

    terminate unexercised outstanding options immediately prior to the consummation of such transaction unless exercised by the optionee;

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    make or provide for a cash payment to the participants equal to the difference between the merger price times the number of shares of our common stock subject to such outstanding options, to the extent then exercisable at prices not in excess of the merger price, and the aggregate exercise price of all such outstanding options, in exchange for the termination of such options;

    provide that all or any outstanding options shall become exercisable in full immediately prior to such event; and

    provide that outstanding awards shall be assumed or substituted by the successor corporation, become realizable or deliverable, or restrictions applicable to an award will lapse, in whole or in part, prior to or upon the merger or reorganization event.

    Options Granted to the Board of Directors, Executive Officers and Other Parties

        The options listed in the table below were granted to members of our Board of Directors, our executive officers and our other employees and consultants as of 30 June 2007, for the periods indicated.

Name

  Total
Outstanding
Options(1)

  Options
Granted in
2004

  Options
Granted in
2005

  Options
Granted in
2006

  Options
Granted in
2007 (through
30 June)

  Weighted
Average
Exercise Price
of All
Outstanding
Options

Non-Executive Directors                          
Noubar Afeyan, Ph.D.              
Harrison M. Bains   30,000         30,000   $ 4.10
Joseph Davie, M.D., Ph.D.              
Timothy Harris, Ph.D.   30,000         30,000     4.10
Stelios Papadopoulos, Ph.D.   1,200,000             0.25
Pieter van der Meer, M.Sc.              
Daniel Wang, Ph.D.              

Executive Director

 

 

 

 

 

 

 

 

 

 

 

 

 
Pieter Muntendam, M.D.   1,500,000   650,000   350,000   500,000       0.25

Executive Officers

 

 

 

 

 

 

 

 

 

 

 

 

 
Mark D. Shooman   400,000         400,000     4.10
Stephen A. Martin, Ph.D.   575,000   400,000   175,000         0.25
Robert N. McBurney, Ph.D.   575,000   125,000   50,000         0.25
Other Employees   1,664,906   839,000   755,000   308,000   282,000     0.79
Consultants   765,000   570,000     15,000       0.25
   
 
 
 
 
 
  Total   6,739,906   2,584,000   1,330,000   823,000   742,000   $ 0.65
   
 
 
 
 
 

(1)
All options were granted under our 2001 Stock Plan. The options generally have a ten-year term and vest with respect to one-fourth of the shares of our common stock on the first anniversary of the grant date and quarterly thereafter until the fourth anniversary of the grant date. Continued vesting of the options is subject to continued service on the board or continued employment or service as a consultant, as applicable.

Pension Plan and Other Benefits

        We have a defined contribution retirement plan in which all employees are eligible to participate. Our plan is intended to qualify under Section 401(k) of the U.S. Internal Revenue Code so that contributions by employees and by us to our plan and income earned on plan contributions are not

112



taxable to employees until withdrawn or distributed from the plan, and so that contributions, including employee salary deferral contributions, will be deductible by us when made. We do not currently provide matching contributions under this plan but may choose to do so in the future. We also contribute to medical, disability and other standard insurance for our employees. Our Non-Executive Directors do not receive pension, retirement or similar benefits from us.

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MAJOR SHAREHOLDERS

Holdings Prior to and After the Offer

        The following table presents information about the beneficial ownership of our common stock as of 30 June 2007, and as adjusted to reflect the New Shares offered by this Prospectus, by:

    each existing shareholder we know to beneficially own 5% or more of our common stock, which we call our Major Shareholders;

    each of our directors;

    each of our named executive officers; and

    all of our current directors and executive officers as a group.

        Beneficial ownership is determined in accordance with the rules of the U.S. Securities and Exchange Commission and includes voting or investment power with respect to the securities. Shares of common stock that may be acquired by an individual or group within 60 days following 30 June 2007, pursuant to the exercise of options or warrants, are deemed to be outstanding for the purpose of computing the percentage ownership of such individual or group, but are not deemed to be outstanding for the purpose of computing the percentage ownership of any other person shown in the table.

        The columns entitled "Shares owned prior to the closing of the Offer" are based on 37,984,922 shares of our common stock outstanding as of 30 June 2007, assuming the conversion of all of our outstanding preferred stock into 20,807,392 shares of common stock upon completion of this Offer. The columns entitled "Shares owned immediately after the Offer" are based on             shares of our common stock to be outstanding after the Offer, including            shares of our common stock being offered by this Prospectus. For purposes of these calculations, we assume that we offer of            New Shares, we raise €            million in the Offer at an Offer Price of €            , the mid-point of the Price Range, and we exclude any New Shares acquired by any of the existing shareholders pursuant to the Offer. Percentage ownership does not include shares of our common stock available for grant under our 2001 Stock Plan and 2007 Stock Plan.

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        Except as indicated in footnotes to this table, we believe that the shareholders named in this table have sole voting and investment power with respect to all shares of common stock shown to be beneficially owned by them, based on information provided to us by such shareholders.

 
   
   
  Shares owned immediately after the Offer(1)
 
   
   
  Without exercise of the Overallotment Option
  With full exercise of the Overallotment Option
 
  Shares owned prior to the closing of the Offer
Shareholder

  Number
  %
  Number
  %
  Number
  %
Major Shareholders                        
Entities affiliated with Flagship Ventures(2)   18,544,437   48.8 %              
Gilde Europe Food & Agribusiness Fund B.V.(3)   5,531,825   14.6 %              
Koniklijke Philips Electronics N.V.(4)   2,475,247   6.5 %              

Non-Executive Directors

 

 

 

 

 

 

 

 

 

 

 

 
Noubar Afeyan, Ph.D.(5)                    
Harrison M. Bains(6)                    
Joseph Davie, M.D., Ph.D   100,000   *                
Timothy Harris, Ph.D.(7)                    
Stelios Papadopoulos, Ph.D.(8)   2,611,096   6.8 %              
Pieter van der Meer, M.Sc(9)                      
Daniel Wang, Ph.D.   50,000   *                

Executive Director

 

 

 

 

 

 

 

 

 

 

 

 
Pieter Muntendam, M.D.(10)   582,029   1.5 %              

Executive Officers

 

 

 

 

 

 

 

 

 

 

 

 
Mark D. Shooman(11)                    
Stephen A. Martin, Ph.D.(12)   390,625   1.0 %              
Robert N. McBurney, Ph.D.(13)   528,125   1.2 %              
Directors and Executive Officers as a group(14)   4,261,875   11.3 %              

*
Less than 1%

(1)
Based on an offer of            New Shares, assuming we raise €            million in the Offer and an Offer Price of €            , the mid-point of the Price Range, and excluding any New Shares acquired by any of the existing shareholders pursuant to the Offer.

(2)
Consists of 7,240,000 shares held by NewcoGen Group LLC, 366,933 shares and warrants to purchase 68,201 shares held by AGTC Advisors Fund, L.P.; 6,070,468 shares and warrants to purchase 1,128,306 shares held by Applied Genomic Technology Capital Fund, L. P.; 1,323,360 shares and warrants to purchase 42,877 shares held by NewcoGen Equity Investors LLC; 798,046 shares and warrants to purchase 8,397 shares held by NewcoGen-Elan LLC; 192,118 shares and warrants to purchase 1,781 shares held by NewcoGen-Long Reign Holding LLC; 799,747 shares and warrants to purchase 8,906 shares held by NewcoGen-PE LLC; 15,097 shares held by OneLiberty Advisors Fund 2000 L.P; 286,854 shares held by OneLiberty Ventures 2000 L.P.; and 191,692 shares and warrants to purchase 1,654 shares held by ST NewcoGen LLC. Noubar B. Afeyan, Ph.D., one of our Non-Executive Directors, is managing partner of Flagship Ventures and may be deemed to share voting and investment power with respect to all shares held by Flagship Ventures. Dr. Afeyan disclaims beneficial ownership of such shares except to the extent of his pecuniary interest, if any. The address for all of the Flagship entities is One Memorial Drive, 7th Floor, Cambridge, Massachusetts, United States 02140. Of these securities, 1,574,703 shares and

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    warrants to purchase 63,615 shares were issued within the past 12 months at a price of $1.50 and $0.01 per share, respectively.

(3)
Consists of 4,711,820 shares and warrants to purchase 820,005 shares. The shareholder's address is Newtonlaan 91, PO Box 85067, 3508 Utrecht, AB, the Netherlands. Of these securities, 738,700 shares and warrants to purchase 29,842 shares were issued within the past 12 months at a price of $1.50 and $0.01 per share, respectively.

(4)
The shareholder's address is Breitner Center HBT-16, P.O. Box 77900, Amstelplein 2, 1070 MX Amsterdam, the Netherlands.

(5)
Does not reflect securities beneficially owned by entities affiliated with Flagship, for which Dr. Afeyan is the Managing Partner and Chief Executive Officer and is entitled to vote the shares.

(6)
On 8 June 2007, Mr. Bains was granted an option to purchase 30,000 shares at a price of $4.10 per share, non of which are exercisable within 60 days following 30 June 2007.

(7)
On 27 April 2007, Dr. Harris was granted an option to purchase 30,000 shares at a price of $4.10 per share, none of which are exercisable within 60 days following 30 June 2007.

(8)
Consists of 1,032,902 shares, options to purchase 1,125,000 shares and warrants to purchase 453,194 shares. Of these securities, 161,934 shares and warrants to purchase 6,541 shares were issued within the past 12 months at a price of $1.50 and 0.01 per share, respectively.

(9)
Does not reflect securities beneficially owned by entities affiliated with Gilde Healthcare Partners, for which Mr. Van der Meer is the General Manager and is entitled to vote the shares.

(10)
Consists of 34,529 shares, options to purchase 537,500 shares and warrants to purchase 10,000 shares. Of these securities, 34,529 shares and options to purchase 500,000 shares were issued within the past 12 months at a price of $1.50 and $0.25 per share, respectively.

(11)
On 27 April 2007, Mr. Shooman was granted an option to purchase 400,000 shares at a price of $4.10 per share, none of which are exercisable within 60 days following 30 June 2007.

(12)
Consists of options to purchase 390,625 shares.

(13)
Consists of options to purchase 528,125 shares.

(14)
See footnotes 5 through 13.

        Except as disclosed above, we are not aware of any person who, as of the date of this Prospectus, directly or indirectly, has a beneficial interest in 5% or more of our common stock. Pursuant to our certificate of incorporation to be effective upon the completion of this Offer, our Major Shareholders will have the same voting rights as other holders of our common stock.

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RELATED PARTY TRANSACTIONS

        Except as disclosed below, the members of our Board of Directors, executive officers and Major Shareholders have had no interest in any transactions to which we were a party since 1 January 2004 or which were entered into by us prior thereto and under which we or the other parties still have ongoing obligations.

Sales of Securities

    Convertible Notes and Warrants

        During the period October 2004 to March 2005, we issued to Flagship Ventures and its affiliates, one of our Major Shareholders, Gilde Europe Food & Agribusiness Fund B.V., one of our Major Shareholders, and Stelios Papadopoulos, one of our directors, an aggregate principal amount of $5,500,000 in convertible promissory notes. In connection with the issuance of these notes, we issued warrants to purchase 1,833,333 shares of our common stock at an exercise price of $0.01 per share that expire ten years from the issue date. In August 2005, the holders of these notes converted them into an aggregate of 3,919,358 shares of our Series A preferred stock at a price of $1.50 per share.

        During the period September 2005 to July 2006, we issued to Flagship Ventures and its affiliates, Gilde Europe Food & Agribusiness Fund B.V., Stelios Papadopoulos and Pieter Muntendam, our President and Chief Executive Officer, an aggregate principal amount of $3,550,000 in convertible promissory notes. In connection with the issuance of these notes, we issued warrants to purchase 709,988 shares of our common stock at an exercise price of $0.01 per share that expire ten years from the issue date. In July 2006, the holders of these notes converted them into an aggregate of 2,509,866 shares of our Series A preferred stock at a price of $1.50 per share.

        Upon the closing of this Offer, the shares of Series A preferred stock issued upon conversion of these notes will be converted into 6,429,224 shares of our common stock. The warrants will remain outstanding. See "Description of Capital Stock—Warrants." Under the terms of the agreements among our shareholders described below, Flagship and Gilde Europe Food & Agribusiness Fund B.V. each have the right to designate one member to our Board of Directors. Noubar Afeyan, Ph.D., the managing partner of Flagship Ventures, is the current member of our Board of Directors designated by Flagship. Pieter van der Meer, General Manager of Gilde Healthcare Partners, is the current member of our Board of Directors designated by Gilde Europe Food & Agribusiness Fund B.V. The rights of Flagship and Gilde Europe Food & Agribusiness Fund B.V. to designate these directors will terminate immediately prior to completion of this Offer.

    Series A-1 Preferred Stock

        In July 2006, we issued to Koninklijke Philips Electronics N.V., one of our Major Shareholders, 2,475,247 shares of our Series A-1 preferred stock at a price of $2.02 per share for aggregate gross proceeds of approximately $5 million. Upon the closing of this Offer, these shares will be converted into 2,475,247 shares of our common stock.

Agreements With Shareholders

        In connection with these financings, we entered into a Stockholders' Voting and Co-Sale Agreement and an Investor Rights Agreement, each as most recently amended on 1 May 2007, with Flagship Ventures and its affiliates, Gilde Europe Food & Agribusiness Fund B.V., Stelios Papadopoulos, Koninklijke Philips Electronics N.V. and certain of our other shareholders. These agreements will terminate immediately prior to completion of the Offer, other than the portions of the Investor Rights Agreement relating to registration rights, which will continue in effect following completion of the Offer and entitle the holders of such rights to have us register their shares of our

117



common stock for sale in the United States. See "Description of Capital Stock—Registration Rights of Existing Shareholders."

        We have entered into a consulting contract with Jan van der Greef, Ph.D., a founder and shareholder, to provide consulting services to us through 31 March 2008.

Collaboration Agreements

        In July 2006, we entered into a strategic partnership agreement with Philips Electronics Nederland B.V., an affiliate of Koninklijke Philips Electronics N.V., one of our Major Shareholders. See "Business—Our Collaborations." In December 2006, Philips Medical Systems Nederland B.V., an affiliate of Koninklijke Philips Electronics N.V., one of our Major Shareholders, joined the HRP initiative by entering into a participation agreement with us. See "Business—Our Initiatives."

Director and Executive Agreements

        Please see "Executive Compensation—Compensation of Directors" for a discussion of options granted and payments made to our directors. Please see "Executive Compensation" for additional information regarding compensation of our executive officers and directors.

        We have entered into an employment agreement with Dr. Muntendam, our President and Chief Executive Officer, and into other agreements with our executive officers. For information regarding these agreements, please refer to the section entitled "Executive Compensation—Employment Agreements with Our Named Executive Officers."

        We have entered into indemnification agreements with our directors and executive officers. See "Executive Compensation—Limitation of Directors' and Officers' Liability and Indemnification."

Policy for Approval of Related Party Transactions

        Pursuant to the written charter of our audit committee, the audit committee is responsible for reviewing and approving, prior to our entry into any such transaction, all transactions in which we are a participant and in which any parties related to us, including our executive officers, our directors, beneficial owners of more than 5% of our securities, immediate family members of the foregoing persons and any other persons whom our Board of Directors determines may be considered related parties, has or will have a direct or indirect material interest.

        In reviewing and approving such transactions, the audit committee shall obtain, or shall direct our management to obtain on its behalf, all information that the committee believes to be relevant and important to a review of the transaction prior to its approval. Following receipt of the necessary information, a discussion shall be held of the relevant factors if deemed to be necessary by the committee prior to approval. If a discussion is not deemed to be necessary, approval may be given by written consent of the committee. This approval authority may also be delegated to the chairman of the audit committee in some circumstances. No related party transaction shall be entered into prior to the completion of these procedures.

        The audit committee or its chairman, as the case may be, shall approve only those related party transactions that are determined to be in, or not inconsistent with, the best interests of us and our shareholders, taking into account all available facts and circumstances as the committee or the chairman determines in good faith to be necessary. These facts and circumstances will typically include, but not be limited to, the benefits of the transaction to us; the impact on a director's independence in the event the related party is a director, an immediate family member of a director or an entity in which a director is a partner, shareholder or executive officer; the availability of other sources for comparable products or services; the terms of the transaction; and the terms of comparable transactions that would be available to unrelated third parties or to employees generally. No member of the audit

118



committee shall participate in any review, consideration or approval of any related party transaction with respect to which the member or any of his or her immediate family members is the related party.

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DESCRIPTION OF CAPITAL STOCK

Authorized and Outstanding Share Capital

        Our authorized and outstanding shares of capital stock as of the dates indicated below were as follows:

 
  1 Jan. 2006
  31 Dec. 2006
  30 June 2007
Authorized            
Common Stock   40,000,000   50,000,000   100,000,000
Series A Convertible Preferred Stock   14,913,700   16,017,067   16,017,067
Series A-1 Convertible Preferred Stock   0   2,475,247   2,475,247
Series B Convertible Preferred Stock   2,000,000   2,000,000   2,000,000
Series C Convertible Preferred Stock   0   0   1,369,863
   
 
 
  Total   56,913,700   70,492,314   121,862,177

Outstanding

 

 

 

 

 

 
Common Stock   10,046,320   10,060,383   10,128,414
Series A Convertible Preferred Stock   13,313,700   15,823,566   15,823,566
Series A-1 Convertible Preferred Stock   0   2,475,247   2,475,247
Series B Convertible Preferred Stock   1,138,716   1,138,716   1,138,716
Series C Convertible Preferred Stock   0   0   1,369,863
   
 
 
  Total   24,498,736   29,497,912   30,935,806
   
 
 

        Upon completion of this Offer, all of our shares of convertible preferred stock will convert into 20,807,392 shares of our common stock. Accordingly, no shares of our preferred stock will be outstanding immediately following completion of the Offer. Assuming such conversion, as of 30 June 2007, we would have had 30,935,806 shares of our common stock outstanding held of record by 56 shareholders.

        Prior to the completion of this Offer, we will effect a 1-for-            reverse split, or reverse split, of shares of our common stock by filing an amendment to our certificate of incorporation. The effect of the reverse split will be to reduce the total number of shares of our common stock from            to approximately             issued and outstanding shares as of the date of the filing of the amendment to our certificate of incorporation. No fractional shares will be issued in connection with the reverse split. Any fractional shares will be paid in cash. The reverse split will affect all of the holders of our common stock uniformly and will not affect any shareholder's percentage ownership interest, except for insignificant changes that will result from the rounding of fractional shares.

        Pursuant to our certificate of incorporation to be filed upon completion of this Offer, we will be authorized to issue 120,000,000 shares of common stock, $0.001 par value per share, and 5,000,000 shares of preferred stock, $0.001 par value per share, none of which will be designated or issued.

        All outstanding shares of our common stock are fully paid and nonassessable, and shares of common stock to be issued upon the exercise of our outstanding options and warrants and upon the completion of this Offer (assuming receipt of payment therefor) will be fully paid and nonassessable. None of our issued shares of our common stock are held by us or our subsidiary.

Common Stock

        Holders of common stock are entitled to one vote for each share held of record on all matters submitted to a vote of the shareholders, and do not have cumulative voting rights. Subject to preferences that may be applicable to any outstanding shares of preferred stock, holders of common stock are entitled to receive ratably such dividends, if any, as may be declared from time to time by our

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Board of Directors out of funds legally available for dividend payments. The holders of common stock have no preferences or rights of conversion, exchange, pre-emption or other subscription rights. There are no redemption or sinking fund provisions applicable to the common stock. In the event of any liquidation, dissolution or winding-up of our affairs, holders of common stock will be entitled to share ratably in our assets that are remaining after payment or provision for payment of all of our debts and obligations and after liquidation payments to holders of outstanding shares of preferred stock, if any.

Preferred Stock

        Upon the completion of this Offer, our Board of Directors will have the authority, without further shareholder authorization, to issue from time to time up to 5,000,000 shares of preferred stock in one or more series and to fix the terms, limitations, voting rights, relative rights and preferences and variations of each series. Although we have no present plans to issue any other shares of preferred stock, the issuance of shares of preferred stock, or the issuance of rights to purchase such shares, could decrease the amount of earnings and assets available for distribution to the holders of common stock, could adversely affect the rights and powers, including voting rights, of the common stock, and could have the effect of delaying, deterring or preventing a change of control of us or an unsolicited acquisition proposal.

Warrants

        As of 30 June 2007, we had warrants outstanding for the number of shares of our common stock, at the exercise prices and expiration dates set forth below. Warrants entitle the holder to purchase shares of our common stock at the specified exercise price at any time prior to the expiration date. All of these warrants have net exercise provisions under which the holder may, in lieu of payment of the exercise price in cash, surrender the warrant and receive a net amount of shares of our common stock based on the fair market value of the underlying shares of our common stock, at the time of exercise of the warrant, after deduction of the aggregate exercise price.

 
  Weighted Average
Exercise Price

  Expiration Date
53,333(1)   $ 1.50   15 July 2007
87,500     1.50   4 November 2007
56,417(1)     1.50   28 September 2009
53,309     1.50   28 October 2009
50,000(2)     1.50   30 April 2012
1,833,333     0.01   28 July 2015
99,998     0.01   8 September 2015
99,998     0.01   28 September 2015
99,998     0.01   14 November 2015
99,998     0.01   15 December 2015
209,998     0.01   10 March 2016
99,998     0.01   10 July 2016
6,667(1)     1.50   28 December 2016
6,757(1)     1.50   23 March 2017
4,010(1)     1.50   22 June 2017
Total: 2,861,314   $ 0.18    

(1)
These warrants contain price-based anti-dilution provisions providing for adjustments to the exercise price upon the occurrence of specified events, excluding shares of our common stock issuable upon exercise of options, warrants, conversion of convertible securities, stock splits or other distributions on our securities.

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(2)
This warrant will be automatically exercised for approximately            shares of our common stock pursuant to its net exercise provision immediately prior to the Settlement Date, based on an Offer Price of €            , the mid-point of the Price Range.

Summary of Our Constitutional Documents

        Corporate governance provisions relating to our company are set forth in our certificate of incorporation to be filed upon completion of this Offer and our bylaws to become effective upon the completion of this Offer and, for certain matters, the Delaware General Corporation Law, or DGCL.

        The third article of our certificate of incorporation to be filed upon completion of this Offer provides that our corporate purpose is to engage in any lawful act or activity for which corporations may be organized under the DGCL or any successor statute.

    Our Board of Directors

        Pursuant to our certificate of incorporation to be filed upon completion of this Offer, we will have a classified board of directors divided into three classes with staggered three-year terms. Only one class of directors may be elected each year, while the directors in the other classes will continue to hold office for the remainder of their three-year terms.

        In addition, pursuant to the DGCL or the terms of our certificate of incorporation to be filed upon completion of this Offer and our bylaws to be effective upon completion of this Offer:

    the number of directors shall consist of not less than one director and shall be fixed from time to time exclusively by the Board of Directors;

    newly created directorships resulting from any increase in the authorized number of directors and any vacancies on the Board of Directors resulting from death, resignation, retirement, disqualification, removal, or other cause may be filled only by the affirmative vote of a majority of the remaining directors then in office, even though less than a quorum of the Board of Directors, or by the sole remaining director;

    any director may be removed from office, but only for cause and only by the holders of at least 80% of the shares of common stock entitled to vote in any election of directors;

    the Board of Directors may from time to time designate committees of the Board of Directors, to serve at the pleasure of the Board of Directors, and any such committee shall have such powers and perform such duties as may be prescribed by the resolutions creating such committees, including all of the powers and authority of the Board of Directors; and

    to the fullest extent permitted by the DGCL, a director shall not be personally liable to the company or its shareholders for monetary damages for breach of fiduciary duty as a director.

    Our Shareholders

        Shareholder votes may be taken only at a duly called annual or special meeting of shareholders and may not be effected by written consent. Annual meetings of shareholders will be held at such place, date and time as the Board of Directors shall fix each year. At each annual meeting, directors for a given class are elected and other business may be allowed if such other business was properly brought before the shareholders. Special meetings of shareholders, unless otherwise prescribed by the DGCL, may be called only by the Board of Directors. Business transacted at any special meeting of shareholders shall be limited to the purposes stated in the notice. Notice of all meetings of shareholders shall be given not less than 10 nor more than 60 days before the date on which the meeting is to be held to each shareholder entitled to vote at such meeting, except as otherwise provided in the bylaws or required by the DGCL.

        The holders of a majority of the voting power of all of shares of capital stock entitled to vote at the meeting, present in person or represented by proxy, shall constitute a quorum for the transaction of

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business at all meetings of shareholders, unless or except to the extent that the presence of a larger number may be required by our constitutional documents or the DGCL. If, however, such quorum shall not be present or represented by proxy at any meeting of shareholders, the shareholders entitled to vote at such meeting, present in person or represented by proxy, shall have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented by proxy. At such adjourned meeting at which a quorum shall be present or represented by proxy, any business may be transacted which might have been transacted at the meeting as originally called. If the adjournment is for more than 30 days, or, if after adjournment a new record date is set, a notice of the adjourned meeting shall be given to each shareholder of record entitled to vote at the meeting.

    Variation of Rights and Alteration of Capital Stock

        All or any of the rights and privileges attaching to any class of our capital stock may be varied only by amendment to the certificate of incorporation, pursuant to the terms of the certificate of incorporation and the DGCL. Some of these changes may be implemented by the Board of Directors without shareholder approval. See "Description of Capital Stock—Preferred Stock." We may increase or reduce our authorized capital stock by amending our certificate of incorporation, which amendment requires the approval of the Board of Directors and the shareholders.

        We may purchase our own stock, subject to the DGCL and applicable U.S. federal securities laws. Repurchases of shares may result in taxation to the shareholders.

        The Board of Directors has full power and discretion, subject to applicable law, to determine what, if any, dividends shall be declared and paid or made, including stock dividends which could change our capital structure.

        Under the laws of The Commonwealth of Massachusetts, United States, where we are located, any dividends which the Board of Directors might declare shall be presumed to be abandoned unless claimed by the beneficiary or person entitled thereto within three years after the date prescribed for payment or delivery. In the event any such dividends are presumed to be abandoned, we would be required to file a report and turn over the abandoned dividends to the Treasurer of The Commonwealth of Massachusetts, who following public notice, shall be entitled to liquidate such property for the benefit of The Commonwealth of Massachusetts no less than three years after delivery to him.

U.S. Registration Rights of Existing Shareholders

        The holders, or their transferees, of an aggregate of 30,590,713 shares of our common stock, which includes 20,807,392 shares of common stock issuable upon conversion of all of our outstanding preferred stock, 7,240,000 shares of common stock held by our preferred shareholders and 2,543,321 shares of common stock issuable upon the exercise of warrants held by our preferred shareholders, are entitled to certain registration rights with respect to these securities as set forth in the Third Amended and Restated Investor Rights Agreement, dated as of 1 May 2007, between us and the holders of these securities, which would require us to register their shares of our common stock for sale under the Securities Act. In the United States, shares of our common stock may not be offered or sold unless prescribed disclosure about the issuer or selling shareholder, as applicable, is included in a registration statement and prospectus filed with the U.S. Securities and Exchange Commission, or unless an exemption from such registration is available. These registration rights are subject to certain conditions and limitations, including the right of the underwriters of an offering to limit the number of shares of our common stock included in any such registration under certain circumstances. We are generally required to pay all expenses incurred in connection with registrations effected in connection with the following rights, excluding underwriting discounts and commissions. All registration rights described

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below shall terminate five years after the closing of this Offer, or earlier, if the shares of common stock are eligible to be sold without regard to volume limitations under Rule 144(k) under the Securities Act.

        Demand Rights.    Any holder or holders who collectively hold registrable securities representing at least 40% of the registrable securities then outstanding shall have the right, exercisable by written notice, to have us prepare and file a registration statement under the Securities Act covering the registrable securities that are the subject of such request; provided, that we are not obligated to prepare and file a registration statement (A) within the first six months after the date of effectiveness of a registration statement filed under the Securities Act in respect of an initial public offering of our common stock unless the registrable securities that are the subject of such request have an expected aggregate offering price to the public of at least $3,000,000, or (B) if neither Form S-3 nor another short form registration statement is available to us, unless the registrable securities that are the subject of such request have an expected aggregate offering price to the public of at least $1,000,000. In addition under certain circumstances, the underwriters, if any, may limit the number of shares of our common stock included in any such registration.

        Piggyback Rights.    If at any time we propose to register our common stock under the Securities Act, we (i) will give prompt written notice to all holders of registrable securities of its intention to effect such a registration and (ii) will include in such registration all registrable securities which are permitted under applicable securities laws to be included in the form of registration statement we select and with respect to which we have received written requests for inclusion therein within 30 days after the receipt of our notice; provided, however, that we are not obligated to include registrable securities of a holder who is eligible for resale into the public market without regard to volume limitations under Rule 144(k) of the Securities Act. We shall have the right to postpone or withdraw any such registration without obligation to any shareholder. In addition, under certain circumstances, the underwriters, if any, may limit the number of shares of our common stock included in any such registration.

Anti-Takeover Provisions of Delaware Law, Our Restated Certificate of Incorporation and Our Restated Bylaws

        The provisions of Delaware law, our restated certificate of incorporation to be filed upon completion of this Offer and our restated bylaws to be effective upon completion of this Offer discussed below could discourage or make it more difficult to accomplish a proxy contest or other change in our management or the acquisition of control by a holder of a substantial amount of our voting stock. It is possible that these provisions could make it more difficult to accomplish, or could deter, transactions that shareholders may otherwise consider to be in their best interests or in our best interests. These provisions are intended to enhance the likelihood of continuity and stability in the composition of our Board of Directors and in the policies formulated by the Board of Directors and to discourage certain types of transactions that may involve an actual or threatened change of our control. These provisions are designed to reduce our vulnerability to an unsolicited acquisition proposal and to discourage certain tactics that may be used in proxy fights. Such provisions also may have the effect of preventing changes in our management.

        Delaware Statutory Business Combinations Provision.    We are subject to the anti-takeover provisions of Section 203 of the Delaware General Corporations Law. Section 203 prohibits a publicly-held Delaware corporation from engaging in a "business combination" with an "interested stockholder" for a period of three years after the date of the transaction in which the person became an interested stockholder, unless the business combination is, or the transaction in which the person became an interested stockholder was, approved in a prescribed manner or another prescribed exception applies. For purposes of Section 203, a "business combination" is defined broadly to include a merger, asset sale or other transaction resulting in a financial benefit to the interested stockholder, and, subject to

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certain exceptions, an "interested stockholder" is a person who, together with his or her affiliates and associates, owns, or within three years prior, did own, 15% or more of the corporation's voting stock.

        Classified Board of Directors; Removal of Directors for Cause.    Our restated certificate of incorporation to be filed upon completion of this Offer and restated bylaws to be effective upon completion of this Offer provide that upon completion of this Offer, our Board of Directors will be divided into three classes, with the term of office of the first class to expire at the first annual meeting of shareholders following the initial classification of directors, the term of office of the second class to expire at the second annual meeting of shareholders following the initial classification of directors, and the term of office of the third class to expire at the third annual meeting of shareholders following the initial classification of directors. At each annual meeting of shareholders, directors elected to succeed those directors whose terms expire will be elected for a three-year term of office. All directors elected to our classified Board of Directors will serve until the election and qualification of their respective successors or their earlier resignation or removal. The Board of Directors is authorized to create new directorships and to fill such positions so created and is permitted to specify the class to which any such new position is assigned. The person filling such position would serve for the term applicable to that class. The Board of Directors, or its remaining members, even if less than a quorum, is also empowered to fill vacancies on the Board of Directors occurring for any reason for the remainder of the term of the class of directors in which the vacancy occurred. Members of the Board of Directors may only be removed for cause and only by the affirmative vote of 80% of our outstanding voting stock. These provisions are likely to increase the time required for shareholders to change the composition of the Board of Directors. For example, at least two annual meetings will be necessary for shareholders to effect a change in a majority of the members of the Board of Directors.

        Advance Notice Provisions for Shareholder Proposals and Shareholder Nominations of Directors.    Our restated bylaws provide that, for nominations to the Board of Directors or for other business to be properly brought by a shareholder before a meeting of shareholders, the shareholder must first have given timely notice of the proposal in writing to our Secretary. For an annual meeting, a shareholder's notice generally must be delivered not less than 45 days nor more than 75 days prior to the anniversary of the mailing date of the proxy statement for the previous year's annual meeting. For a special meeting, the notice must generally be delivered not earlier than the 90th day prior to the meeting and not later than the later of (1) the 60th day prior to the meeting or (2) the 10th day following the day on which public announcement of the meeting is first made. Detailed requirements as to the form of the notice and information required in the notice are specified in the restated bylaws. If it is determined that business was not properly brought before a meeting in accordance with our bylaw provisions, such business will not be conducted at the meeting.

        Special Meetings of Shareholders.    Special meetings of the shareholders may be called only by our Board of Directors pursuant to a resolution adopted by a majority of the total number of directors.

        No Shareholder Action by Written Consent.    Our restated certificate of incorporation and restated bylaws do not permit our shareholders to act by written consent. As a result, any action to be effected by our shareholders must be effected at a duly called annual or special meeting of the shareholders.

        Super-Majority Shareholder Vote Required for Certain Actions.    The Delaware General Corporation Law provides generally that the affirmative vote of a majority of the shares entitled to vote on any matter is required to amend a corporation's certificate of incorporation or bylaws, unless the corporation's certificate of incorporation or bylaws, as the case may be, requires a greater percentage. Our restated certificate of incorporation requires the affirmative vote of the holders of at least 75% of our outstanding voting stock to amend or repeal any of the provisions discussed in this section of this Prospectus entitled "Anti-Takeover Provisions" or to reduce the number of authorized shares of common stock or preferred stock. This 75% shareholder vote would be in addition to any separate class vote that might in the future be required pursuant to the terms of any preferred stock that might

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then be outstanding. In addition, an 75% vote is also required for any amendment to, or repeal of, our restated bylaws by the shareholders. Our restated bylaws may be amended or repealed by a simple majority vote of the Board of Directors.

United States Corporate Governance Regime

        Because our common stock is not listed on a stock exchange in the United States, we are not required to comply with U.S. corporate governance requirements imposed by U.S. stock exchanges. In addition, we intend to adopt and adhere to general best practices of corporate governance, including many of the principles set forth in the Dutch Corporate Governance Code described below.

Dutch Corporate Governance Code

        On 9 December 2003, the Dutch Corporate Governance Committee, also known as the Tabaksblat Committee, released the Dutch Corporate Governance Code. The Dutch Corporate Governance Code contains 21 principles and 113 best practice provisions for executive boards, supervisory boards, shareholders and general meetings of shareholders, financial reporting, auditors, disclosure, compliance and enforcement standards.

        Netherlands companies listed on a government-recognized stock exchange, whether in the Netherlands or elsewhere, are required under Dutch law to disclose in their annual reports whether or not they apply the provisions of the Dutch Corporate Governance Code that relate to the executive board or supervisory board and, if they do not apply, to explain the reasons why. The Dutch Corporate Governance Code provides that if a company's general meeting of shareholders explicitly approves the corporate governance structure and policy and endorses the explanation for any deviation from the best practice provisions, such company will be deemed to have applied the Dutch Corporate Governance Code.

        Since we are not a Dutch company, but a company incorporated under the laws of the State of Delaware, United States, we are not required by Dutch law to apply the Dutch Corporate Governance Code. However, having reviewed the Dutch Corporate Governance Code and generally agreeing with its basic provisions, we will endeavor to apply the relevant best practice provisions of the Dutch Corporate Governance Code, recognizing that we are a U.S. company incorporated under the laws of the State of Delaware operating in a global and competitive market. At this point we have not determined our position on each of the best practice provisions but we will continue to consider these in the course of the year.

Disclosure of Information

        Because of our intended listing on Euronext Amsterdam, we will be required to make our annual accounts (including the annual report) and our semi-annual report available to the public within five months and four months, respectively, of the end of the period to which the information relates. Following the implementation of Directive 2004/109/EC on transparency requirements, or the Transparency Directive, the aforementioned periods for publication shall be shortened to four and two months, respectively. In addition, we will also become obliged to publish interim management statements. The Netherlands government aims to have the Transparency Directive fully implemented as of January 2008.

        We must also make public certain inside information by means of a press release. Pursuant to the Dutch Financial Supervision Act, inside information is knowledge of concrete information directly or indirectly relating to the issuer or the trade in its securities which has not been made public and publication of which could significantly affect the trading price of the securities.

        In addition, upon completion of this Offer, we will be required to comply with Section 15(d) of the Exchange Act and to file with the U.S. Securities and Exchange Commission annual reports on

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Form 10-K, which will contain financial statements audited by an independent accounting firm, quarterly reports on Form 10-Q, which will contain unaudited interim financial statements, and current reports on Form 8-K. Our filing of these periodic and current reports is required initially even if we have not listed our common stock on any U.S. exchange. After one year, in compliance with U.S. securities laws, we may be eligible to discontinue filing these reports. Even if we discontinue filing these reports in the United States, we will still be required to comply with the reporting requirements of the Transparency Directive.

Obligations of Shareholders to Make a Public Offer under Dutch Law

        Currently there is no obligation under the laws of the Netherlands for a shareholder whose interest in a company's share capital or voting rights passes a certain threshold to launch a public offer for all or part of the outstanding shares in the share capital of such company. However, when Directive 2004/25/EC on takeover bids, the Takeover Directive, is fully implemented in the Netherlands, such obligation shall be introduced in Dutch law. This obligation shall not be applicable to us though, as the obligation relates to Dutch public limited liability companies with registered office in the Netherlands only, whereas we are incorporated under the laws of, and have a registered office in, the State of Delaware, United States.

Squeeze Out Procedures under Dutch Law

        The Dutch law squeeze out provisions, both the ones that are currently applicable, which are set out in section 2:92a of the Dutch Civil Code, as well as those that will be newly incorporated in Dutch law in the context of the implementation of the Takeover Directive, do not apply to us, as the provisions apply to Dutch public limited liability companies only.

Obligations of Shareholders to Disclose Holdings under Dutch Law

        Pursuant to the Financial Supervision Act, any person who, directly or indirectly, acquires or disposes of an interest in our capital or voting rights must immediately give written notice to the AFM by means of a standard form, if, as a result of such acquisition or disposal, the percentage of capital interest or voting rights held by such person meets, exceeds or falls below the following thresholds: 5%, 10%, 15%, 20%, 25%, 30%, 40%, 50%, 60%, 75% and 95%.

        We are required to notify the AFM of a change immediately if our share capital or voting rights changes 1% or more since our previous notification and each calendar quarter for other changes. The AFM will publish any notification pursuant to the Financial Supervision Act in a public registry. If as a consequence of such change a person's interest in our capital or voting rights meets or passes the thresholds mentioned in the above paragraph, the person in question must immediately give written notice to the AFM by means of the standard form no later than the fourth trading day after the AFM has published our notification.

        Each holder of an interest in our share capital or voting rights of 5% or more at the time of admission of our common stock to listing on Euronext Amsterdam, shall notify the AFM immediately after such admission. Furthermore, at the end of each calendar year, every holder of an interest in our share capital or voting rights of 5% or more must renew its notification with the AFM to reflect changes in the percentage held in our share capital or voting rights, including changes as a consequence of changes in our total issued share capital.

        For the purpose of calculating the percentage of capital interest or voting rights, the following interests must be taken into account: (i) shares (or depositary receipts for shares) directly held (or acquired or disposed of) by any person, (ii) shares (or depositary receipts for shares) held (or acquired or disposed of) by such person's subsidiaries or by a third party for such person's account or by a third party with whom such person has concluded an oral or written voting agreement, and (iii) shares (or depositary receipts for shares) which such person, or any subsidiary or third party referred to above,

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may acquire pursuant to any option or other right held by such person (or acquired or disposed of, including, but not limited to, on the basis of convertible bonds). Special rules apply to the attribution of shares (or depositary receipts for shares) which are part of the property of a partnership or other community of property. A holder of a pledge or right of usufruct in respect of shares (or depositary receipts for shares) can also be subject to the reporting obligations, if such person has, or can acquire, the right to vote on the shares or, in case of depositary receipts, the underlying shares. If a pledgee or usufructarian acquires such (conditional) voting rights, this may trigger the reporting obligations for the holder of the shares (or depositary receipts for the shares).

Disclosure of Insider Transactions under Dutch Law

        Pursuant to the Financial Supervision Act, which also encompasses the implementation of the Market Abuse Directive 2003/6/EC and related Commission Directives 2003/124/EC in Dutch law, 2003/125/EC and 2004/72/EC, members of our Board of Directors and any other person who has day-to-day managerial responsibilities or who has the authority to make decisions affecting our future developments and business prospects or who has regular access to inside information relating, directly or indirectly, to us, or a Relevant Person, must notify the AFM of all transactions conducted on his own account relating to our common stock or in securities which value is determined by the value of our common stock. In addition, persons designated by the governmental decree pursuant to the Financial Supervision Act dated 12 October 2006 (Besluit Marktmisbruik Wft), or the Market Abuse Decree, who are closely associated with our members of the Board of Directors or any of the Relevant Persons (as described above), must notify the AFM of the existence of any transactions conducted on their own account relating to our common stock or securities the value of which is determined by the value of our common stock. The persons so designated include the following categories of persons: (i) the spouse or any partner considered by national law as equivalent to the spouse, (ii) dependent children, (iii) other relatives who have shared the same household for at least one year at the relevant transaction date, (iv) any legal person, trust or partnership, amongst other things, whose managerial responsibilities are discharged by a person referred to under (i), (ii) or (iii) above.

        The AFM needs to be notified of transactions by such persons relating to our common stock, or securities which have a value that is determined by the value of our common stock, within five days following the transaction date. Notification may be postponed until the date the value of the transactions amounts to €5,000 or more per calendar year.

        We have adopted a code of conduct in respect of the reporting and regulation of transactions in our securities pursuant to the requirement to have a code of conduct in respect of the reporting and regulation of transactions in our securities. We are also required to draw up a list of persons working for us, including professional advisors, under an employment agreement or otherwise, who could have access to inside information, to regularly update this list of persons and to inform persons on this list about the relevant prohibitions and sanctions in respect of insider information (voorwetenschap) and market abuse.

        The AFM keeps a public register of all notifications made pursuant to the Financial Supervision Act.

Non-compliance under Dutch Law

        Non-compliance with the notification obligations under the Financial Supervision Act could lead to criminal fines, administrative fines, imprisonment or other sanctions. In addition, non-compliance with the provisions of the Financial Supervision Act as summarize above in "Description of Capital Stock—Obligations of Shareholders to Disclose Holdings" may lead to civil actions, which may include the suspension of voting rights and the prohibition of further acquisitions of shares in the capital of the company concerned.

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MARKET INFORMATION

Transfer Agent and Registrar

        The transfer agent and registrar for our common stock will be            .

Paying Agent for this Offer

        The paying agent for this Offer will be Fortis Bank (Nederland) N.V.

Listing

        We intend to apply for the admission of all of our common stock to list and trade on Euronext Amsterdam under the symbol "BGMDX." Upon listing and trading our common stock on Euronext Amsterdam, we will be subject to Dutch securities regulations and supervision by the relevant Dutch authorities in addition to the rules and regulations of the U.S. Securities and Exchange Commission.

Market Regulation

        The AFM is the market regulator in the Netherlands and supervises market conduct of the parties active on the securities markets. The AFM has supervisory powers with respect to the application of takeover regulations. It also supervises financial intermediaries, such as credit institutions and investment firms, and investment advisers. Pursuant to the implementation of the Directive 2003/71/EC, or the Prospectus Directive, in the Netherlands on 1 July 2005, the AFM is the competent authority for approving all Prospectuses published for admission of securities to trading on Euronext Amsterdam, except for Prospectuses approved in other European Economic Area states that are used in the Netherlands in accordance with applicable passporting rules, and due to the implementation of the Market Abuse Directive and related Commission Directives on 1 October 2005, the AFM has taken over from Euronext Amsterdam its supervisory powers with respect to publication of inside information by listed companies.

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SHARES ELIGIBLE FOR FUTURE SALE

        Prior to this Offer, there has been no public market for our common stock and a liquid trading market for our common stock may not develop or be sustained after this Offer. Future sales of substantial amounts of common stock, including shares issued upon exercise of outstanding options and warrants or in the public market after this Offer, or the anticipation of those sales, could adversely affect market prices prevailing from time to time. Furthermore, because only a limited number of shares will be available for sale shortly after this Offer due to existing contractual and legal restrictions on resale as described below, there may be sales of substantial amounts of our common stock in the public market after the restrictions lapse. This may adversely affect the prevailing market price and our ability to raise equity capital in the future.

        Upon completion of this Offer, we will have            shares of common stock outstanding (            shares if the Overallotment Option is exercised in full), assuming no exercise of any outstanding warrants or options as of            2007, other than the exercise of one warrant for approximately            shares of common stock that exercises automatically immediately prior to completion of this Offer. All Offer Shares will be freely tradable on Euronext Amsterdam.

        The Offer Shares will be freely transferable without restriction or registration under the Securities Act, except for any shares purchased by one of our existing "affiliates," as that term is defined in Rule 144 under the Securities Act. The remaining            shares of common stock are "restricted shares" as defined in Rule 144. Restricted shares may be sold in the public market only if registered or if they qualify for an exemption from registration under Rules 144 or 701 of the Securities Act, as described below.

Rule 144

        In general, under Rule 144 as currently in effect, beginning 90 days after the Allotment Date, a person, or persons whose shares are aggregated, who owns shares that were purchased from us, or any affiliate, at least one year previously, is entitled to sell within any three-month period a number of shares that does not exceed 1% of our then-outstanding shares of common stock, which will equal approximately            shares immediately after completion of the Offer. Sales under Rule 144 are also subject to manner of sale provisions, notice requirements, and the availability of current public information about us. We are unable to estimate the number of shares that will be sold under Rule 144 since this will depend on the market price for our common stock, the personal circumstances of the shareholder and other factors. We cannot estimate the number of shares of common stock that our existing shareholders will elect to sell under Rule 144. If we discontinue filing periodic reports with the U.S. Securities and Exchange Commission, our shareholders will no longer be able to sell their securities under Rule 144.

Rule 144(k)

        Under Rule 144(k), a person who is not deemed to have been one of our affiliates at any time during the three months preceding a sale, and who owns shares within the definition of "restricted securities" under Rule 144 that were purchased from us, or any affiliate, at least two years previously, would be entitled to sell shares under Rule 144(k) without regard to the volume limitations, manner of sale provisions, public information requirements or notice requirements described above.

Rule 701

        In general, under Rule 701, any of our employees, directors, officers, consultants or advisors who purchase shares from us in connection with a compensatory stock or option plan or other written agreement before the effective date of the registration statement of which this Prospectus forms a part

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are entitled to resell such shares 90 days after the Allotment Date in reliance on Rule 144, without having to comply with the holding period requirements or other restrictions contained in Rule 701.

        The U.S. Securities and Exchange Commission has indicated that Rule 701 will apply to typical stock options granted by an issuer before it becomes subject to the reporting requirements of the Exchange Act, along with the shares acquired upon exercise of such options, including exercises after the date of this Prospectus. Securities issued in reliance on Rule 701 are restricted securities and, subject to the contractual restrictions described above, beginning 90 days after the Allotment Date, may be sold by persons other than "affiliates," as defined in Rule 144, subject only to the manner of sale provisions of Rule 144 and by "affiliates" under Rule 144 without compliance with its one-year minimum holding period requirement. If we discontinue filing periodic reports with the U.S. Securities and Exchange Commission, "affiliates" will no longer be able to sell their securities under Rule 144.

Lock-up Agreements

        We and our officers, directors, shareholders, option holders and warrant holders have agreed, subject to certain limited exceptions, not to offer, sell, contract to sell, announce any intention to sell, pledge or otherwise dispose of, enter into any swap or other agreement that transfers, in whole or in part, the economic consequence of ownership of, directly or indirectly, or to file or request the filing of any registration statement with the U.S. Securities and Exchange Commission under the Securities Act relating to, any shares of our common stock or securities convertible into or exchangeable or exercisable for shares of our common stock for a period of 365 days after the date of the pricing of the offering. The 365-day restricted period will be automatically extended if (i) during the last 17 days of the 365-day restricted period we issue an earnings release or material news or a material event relating to us occurs or (ii) prior to the expiration of the 365-day restricted period, we announce that we will release earnings results or become aware that material news or a material event will occur during the 16-day period beginning on the last day of the 365-day restricted period, in either of which case the restrictions described above will continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. These lock-up restrictions apply to our shares of our common stock and to securities convertible into or exchangeable or exercisable for or repayable with shares of our common stock. These lock-up restrictions also apply to Shares owned now or acquired later by the person executing the agreement or for which the person executing the agreement later acquires the power of disposition. The lock-up restrictions will not apply under certain circumstances to transactions relating to shares of common stock acquired in the Offer or in open market transactions following this Offer. The lock-up restrictions also will not apply to certain transfers not involving a disposition for value, provided that the recipient agrees to be bound by these lock-up restrictions. Cowen International Limited and Fortis Bank (Nederland) N.V. may jointly agree, at any time or from time to time and without notice, to release for sale in the public market all or any portion of the securities subject to these restrictions. Please see "Underwriting" for more information about these lock-up restrictions.

Registration Rights

        Upon completion of the Offer and after giving effect to the conversion of our outstanding preferred stock, the holders, or their transferees, of an aggregate of 28,047,392 shares of our common stock, which includes 20,807,392 shares of common stock issuable upon conversion of all of our outstanding preferred stock and 7,240,000 shares of common stock held by our preferred shareholders and excludes 2,543,321 shares of common stock issuable upon the exercise of warrants held by our preferred shareholders, will be entitled to various rights with respect to the registration of these shares under the Securities Act. Registration of these shares under the Securities Act would result in these shares becoming freely tradable without restriction under the Securities Act immediately upon the

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effectiveness of the registration, except for shares held by affiliates. For additional information regarding these registration rights, see "Description of Capital Stock—Registration Rights."

Stock Options

        As of 30 June 2007, we had outstanding options to purchase 6,739,906 shares of common stock, of which options to purchase 3,937,093 shares were vested. After completion of this Offer, we may file a registration statement on Form S-8 under the Securities Act to register all of the shares of common stock subject to outstanding options and other awards issuable pursuant to our 2001 Stock Plan and our 2007 Stock Plan. Please see "Executive Compensation—Equity Incentive Plans" for additional information regarding these plans. Accordingly, shares of our common stock registered under a registration statement on Form S-8 will be available for sale in the open market in the United States, subject to Rule 144 volume limitations applicable to affiliates, and subject to any vesting restrictions and lock-up agreements applicable to these shares. If we file a registration statement on Form S-8, we will be required to continue filing periodic reports with the U.S. Securities and Exchange Commission in order to maintain the effectiveness of such registration statement.

Warrants

        Upon the closing of the Offer, we will have outstanding warrants to purchase an aggregate of 317,993 shares of our common stock at an exercise price of $1.50 per share and an aggregate 2,543,321 shares of our common stock at an exercise price of $0.01 per share. Any shares purchased pursuant to these warrants will be "restricted shares" and may be sold in the public market only if they are registered under the Securities Act or qualify for an exemption from such registration.

        While our outstanding shares and the Offer Shares may be eligible for resale in public transactions within the United States in compliance with the foregoing rules and regulations, we currently do not intend to list our shares on a U.S. trading market. As a result, it is unlikely that any trading market for our shares will exist in the United States.

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TAXATION

        This is a general summary and the tax consequences as described here may not apply to a holder of our common stock. Any potential investor should consult his own tax adviser for more information about the tax consequences of acquiring, owning and disposing of our common stock.

Taxation in the Netherlands

    General

        The information set out below is a general summary of certain Dutch tax consequences in connection with the acquisition, ownership and transfer of our common stock. The summary does not purport to be a comprehensive description of all the Dutch tax considerations that may be relevant for a particular holder of our common stock, who may be subject to special tax treatment under any applicable law and this summary is not intended to be applicable in respect of all categories of holders of our common stock. The summary is based upon the tax laws of the Netherlands as in effect on the date of this Prospectus, including regulations, rulings and decisions of the Netherlands and its taxing and other authorities published and available on or before such date and now in effect. These tax laws are subject to change, which could apply retroactively and could affect the continuing validity of this summary. As this is a general summary, we recommend investors and shareholders to consult their own tax advisors as to the Dutch or other tax consequences of the acquisition, ownership and transfer of our common stock, including, in particular, the application to their particular situations of the tax considerations discussed below. This summary also assumes that we are organized, and that our business will be conducted, in the manner outlined in this Prospectus. A change to such organizational structure or to the manner in which we conduct our business may invalidate the contents of this summary, which will not be updated to reflect any such change. This summary assumes that we are a resident for tax purposes in the United States, without also being a tax resident of the Netherlands.

        The following summary does not address the tax consequences arising in any jurisdiction other than the Netherlands in connection with the acquisition, ownership and transfer of our common stock.

    Withholding Tax

        Payments to be made on our common stock may be made free of withholding or deduction for or on the account of any present taxes of whatsoever nature imposed, levied, withheld or assessed by the Netherlands or any political subdivision or taxing authority thereof or therein.

    Taxes on Income and Capital Gains

    General

        The description of taxation set out in this section of this Prospectus is not intended for any holder of our common stock, who:

    is an individual and for whom the income or capital gains derived from our common stock are attributable to employment activities the income from which is taxable in the Netherlands;

    holds a Substantial Interest, or a deemed Substantial Interest in us (as defined below);

    is an entity that is a resident or deemed to be a resident of the Netherlands and that is not subject to or is exempt, in whole or in part, from Dutch corporate income tax;

    is an entity for which the income and/or capital gains derived in respect of our common stock are subject to the participation exemption (deelnemingsvrijstelling as set out in the Dutch Corporate Income Tax Act 1969); or

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    is an investment institution (beleggingsinstelling) as defined in the Dutch Corporate Income Tax Act 1969.

        Generally a holder of our common stock will have a substantial interest in us, or a Substantial Interest, if he holds, alone or together with his partner, whether directly or indirectly, the ownership of, or certain other rights over, shares representing 5% or more of our total issued and outstanding capital (or the issued and outstanding capital of any class of shares), or rights to acquire shares, whether or not already issued, that represent at any time 5% or more of our total issued and outstanding capital (or the issued and outstanding capital of any class of shares) or the ownership of certain profit participating certificates that relate to 5% or more of the annual profit and/or to 5% or more of our liquidation proceeds. A holder of our common stock will also have a Substantial Interest in us if one of certain relatives of that holder or of his partner has a Substantial Interest in us. A Substantial Interest will be deemed to be present if (part of) a Substantial Interest has been disposed of, or is deemed to have been disposed of, on a non-recognition basis.

Residents of the Netherlands

    Individuals

        An individual who is resident or deemed to be resident in the Netherlands, or who opts to be taxed as a resident of the Netherlands for purposes of Dutch taxation, or a Dutch Resident Individual, and who holds our common stock is subject to Dutch income tax on income and/or capital gains derived from our common stock at the progressive rate (up to 52%) if:

    the holder has an enterprise or an interest in an enterprise, to which enterprise our common stock is attributable; or

    the holder derives income or capital gains from our common stock that are taxable as benefits from "miscellaneous activities" (resultaat uit overige werkzaamheden).

        If conditions (i) and (ii) mentioned above do not apply, any holder of our common stock who is a Dutch Resident Individual will be subject to Dutch income tax on a deemed return regardless of the actual income and/or capital gains benefits derived from our common stock. The deemed return amounts to 4% of the average fair market value of the holder's net assets in the relevant financial year (including our common stock) insofar as that average exceeds the exempt net asset amount (heffingvrij vermogen). The deemed return is taxed at a flat rate of 30%.

    Entities

        An entity that is resident or deemed to be resident in the Netherlands, or a Dutch Resident Entity, will generally be subject to Dutch corporate income tax with respect to income and capital gains derived from our common stock. The Dutch corporate income tax rate is 20% for the first €25,000 of taxable income, 23.5% for the taxable income exceeding €25,000 but not exceeding €60,000 and 25.5% for the taxable income exceeding €60,000 (rates of 2007).

    Non-Residents of the Netherlands

        A person who is not a Dutch Resident Individual or Dutch Resident Entity, or a Non-Dutch Resident, who holds our common stock is generally not subject to Dutch income or corporate income tax on the income and capital gains derived from our common stock, provided that:

    such Non-Dutch Resident does not derive profits from an enterprise or deemed enterprise, whether as an entrepreneur (ondernemer) or pursuant to a co-entitlement to the net worth of such enterprise (other than as an entrepreneur or a shareholder) which enterprise is, in whole or in part, carried on through a permanent establishment or a permanent representative in the

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      Netherlands and to which enterprise or part of an enterprise, as the case may be, the shares of our common stock are attributable or deemed attributable;

    in the case of a Non-Dutch Resident who is an individual, such individual does not derive income or capital gains from the shares of our common stock that are taxable as benefits from "miscellaneous activities" in the Netherlands (resultaat uit overige werkzaamheden in Nederland); and

    such Non-Dutch Resident is neither entitled to a share in the profits of an enterprise nor co-entitled to the net worth of such enterprise effectively managed in the Netherlands, other than by way of the holding of securities or through an employment contract, to which enterprise the shares of our common stock or payments in respect of the shares of our common stock are attributable.

    Credit for United States withholding

        Under the provisions of the Convention between the Kingdom of the Netherlands and the United States of America for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with respect to Taxes on Income, of 18 December 1992, as amended, or the Convention, and subject to compliance with the relevant formalities, the Netherlands may be required to grant partial relief from income tax or corporate income tax in relation to dividends distributed by us that may according to the Convention be taxed in the United States.

    Gift, Estate or Inheritance Taxes

        No Dutch gift, estate or inheritance taxes will be levied on the transfer of our common stock by way of gift by or on the death of a holder, who neither is nor is deemed to be a resident of the Netherlands for the purpose of the relevant provisions, unless:

    the transfer is construed as an inheritance or bequest or as a gift made by or on behalf of a person who, at the time of the gift or death, is or is deemed to be a resident of the Netherlands for the purpose of the relevant provisions;

    the shares of our common stock are attributable to an enterprise or part of an enterprise which is carried on through a permanent establishment or a permanent representative in the Netherlands; or

    the holder of our common stock is entitled to a share in the profits of an enterprise effectively managed in the Netherlands, other than by way of the holding of securities or through an employment contract, to which enterprise our common stock is attributable.

        For purposes of Dutch gift, estate and inheritance tax, an individual who is of Dutch nationality will be deemed to be a resident of the Netherlands if he has been a resident in the Netherlands at any time during the ten years preceding the date of the gift or his death. For purposes of Dutch gift tax, an individual who is not of Dutch nationality will be deemed to be resident of the Netherlands if he has been a resident in the Netherlands at any time during the 12 months preceding the date of the gift.

        For purposes of Dutch gift, estate and inheritance tax, if an individual transfers the shares of our common stock by way of a gift while he is not and is not deemed to be a resident of the Netherlands and dies within 180 days after the date of such gift, while being resident or deemed to be resident in the Netherlands, such shares of our common stock are construed as being transferred on the death of such holder.

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Taxation in the United States

        The U.S. Internal Revenue Code, or the Code, does not require withholding tax at the source of dividends paid to U.S. shareholders other than back-up withholding which only applies where the taxpayer fails to provide negotiated documentation or qualifies for an exception. Dividends paid to non-U.S. shareholders are subject to a 30% dividend withholding tax unless reduced by an applicable tax treaty between the United States and the country of residence of the shareholder. For example, in the case of a shareholder who is a resident of the Netherlands, the Convention prescribes that the dividend withholding tax is 15%, unless the shareholder meets certain specific requirements. In the event we were to pay dividends, we would be responsible for withholding the applicable tax from the amount distributed.

Other Taxes and Duties

        There is no Dutch registration tax, capital tax, customs duty, stamp duty or any other similar tax or duty other than court fees payable in the Netherlands by a holder of our common stock in respect of or in connection with the execution, delivery and enforcement by legal proceedings (including any foreign judgment in the courts of the Netherlands) of the documents relating to the issue of the Offer Shares and the performance by us of our obligations thereunder or under the shares of our common stock.

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THE OFFER

Introduction

        The Offer consists of an offering of up to €             million in Offer Shares by us. We intend to apply for admission of all of our common stock, including the New Shares, to list and trade on Eurolist by Euronext Amsterdam under the symbol "BGMDX".

        The Offer consists of a public offering in the Netherlands and the United States, and an offering to institutional investors in certain other jurisdictions. There will be no preferential allotment for our employees in the Offer. See "The Offer—Allotment."

        The Offer Shares will be issued on the Settlement Date and any Additional Shares will be issued upon the settlement of any exercise of the Overallotment Option.

        The rights of holders of our common stock will rank pari passu with each other, but may rank junior to any series of preferred stock we may designate.

        We have granted to the Underwriters an option, exercisable within 30 calendar days after the Listing Date in accordance with the underwriting agreement, pursuant to which the Underwriters may purchase from us Additional Shares at the Offer Price for an amount up to 15% of the amount of the Offer. For more information on the Overallotment Option, see "Underwriting—Overallotment Option to Purchase Additional New Shares."

        Prior to the Offer there has been no public market for any of our common stock.

Timetable

        The timetable below lists certain expected key dates for the Offer.

Event

  Time and Date
Beginning of the Subscription Period   09:00 (Amsterdam time)                         2007
End of the Subscription Period   17:30 (Amsterdam time)                         2007
Allotment Date                            2007
Listing Date                            2007
Settlement Date                            2007

        The timetable for the Offer may be accelerated or extended. Any such acceleration or extension of the timetable for the Offer will be announced in a press release (together with any related revision of the expected dates of pricing, allocation and closing), in the event of an accelerated timetable for the Offer, at least three hours before the proposed expiration of the accelerated Subscription Period or, in the event of an extended timetable for the Offer, at least three hours before the expiration of the original Subscription Period. Any extension of the timetable for the Offer will be for a minimum of one full trading day. The Subscription Period will be for a minimum of six trading days.

Offer Price and Change of Price Range

        The Offer Price will be determined by negotiations between us and the Underwriters. In addition to prevailing market conditions and a qualitative assessment of demand for the Offer Shares, the factors to be considered in these negotiations will include:

    the history of, and prospects for, our company and the industry in which we operate and compete;

    our past and present financial condition;

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    an assessment of our management, our past and present operations and the prospects for, and timing of, our future revenue;

    the present state of our development; and

    the above factors in relation to market values and various valuation measures of other companies engaged in activities similar to ours.

        We reserve the right to change the Price Range and, subject to our compliance with the rules and regulations of the U.S. Securities and Exchange Commission applicable to the conduct of public offerings, to increase the maximum amount offered in the Offer prior to the end of the Subscription Period. Any change in the Price Range will be announced in a press release. Any change in the Price Range on the day prior to end of the Subscription Period will result in an extension of the timetable for the Offer by at least one full trading day.

        The Offer Price, the Offer proceeds and the actual number of Offer Shares offered in the Offer will, subject to the acceleration or extension of the timetable of the Offer, be published in a pricing statement on or about                        2007 which will be deposited with the AFM and be published in the Daily Official List and in a national newspaper distributed daily in the Netherlands. The pricing statement will also be placed on the Investor Relations page of our website at www.bg-medicine.com and filed with the U.S. Securities and Exchange Commission as a free writing prospectus, and you should access this information as soon as it is available.

Offer Size and Number of New Shares

        The Offer consists of an offering of up to €             million in Offer Shares. The actual number of Offer Shares offered in the Offer will depend on the Offer Price and the amount we raise pursuant to the Offer and will be determined after taking into account market conditions and criteria and conditions such as those listed below:

    demand for the Offer Shares; and

    general economic and market conditions, including those in the debt and equity markets.

        We reserve the right to raise less than €             million pursuant to the Offer.

Subscription

        The Subscription Period for prospective investors is expected to begin on                        2007 at 09:00 Amsterdam time and end on                        2007 at 17:30 Amsterdam time.

        Subscriptions can be submitted at the branches of the Underwriters, as described in more detail below, at no cost to the investor. Subscriptions are not binding upon us if they are not accepted, as discussed in more detail under "Allotment" below. Investors wishing to subscribe through intermediaries other than the Underwriters should request details of the costs which these intermediaries may charge and which they will have to pay themselves.

        Only one application form per investor will be accepted. If Cowen International Limited or Fortis Bank (Nederland) N.V. determines, or has reason to believe, that a single investor has submitted several orders, through one or more institutions, it may disregard such orders.

        Investors are invited to introduce their orders as soon as possible with the Underwriters. Except in the event where an amendment to this Prospectus were to be published prior to the closing of the Offer, subscriptions cannot be withdrawn.

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Retail Investors in the Netherlands

        Retail investors must indicate in their orders the number of New Shares they commit to subscribe to. Retail investors can only subscribe for the New Shares on a bestens basis, which obligates Dutch retail investors to purchase and pay for the shares indicated in their share application, to the extent allocated to them, at the Offer Price. Retail investors can submit their subscriptions to Fortis Bank (Nederland) N.V. through their own admitted institution.

Institutional Investors

        Institutional investors must indicate in their orders the number of New Shares they commit to subscribe for, and the price (within the Price Range) at which they are making such orders. Institutional investors can submit their subscriptions to the Underwriters.

Allotment

        The allotment is expected to take place on the Allotment Date, which is expected to be on or about                        2007, and which will be one trading day before the start of trading on Euronext Amsterdam on the Listing Date, which is expected to be on or about                        2007, subject to acceleration or extension of the timetable for the Offer. There will be no preferential allotment to our employees. The Underwriters may, at their own discretion and without stating the grounds, reject any subscriptions of investors wholly or partly. In the event that the New Shares are oversubscribed, preferential treatment may be given to orders submitted by investors at the branches of the Underwriters rather than through other financial intermediaries.

        Investors will be informed by their intermediaries of the number of New Shares allotted to them shortly after the Allotment Date.

Joint Global Coordinators and Joint Bookrunners

        Cowen International Limited and Fortis Bank (Nederland) N.V. are acting as Joint Global Coordinators and Joint Bookrunners in connection with the Offer.

Paying Agent for this Offer and Listing Agent

        Fortis Bank (Nederland) N.V. will be the Paying Agent for this Offer and Listing Agent with respect to the listing and trading of our common stock on Euronext Amsterdam. The address of the Paying Agent for this Offer and Listing Agent is:

    Fortis Bank (Nederland) N.V.
    Rokin 55
    1012 KK Amsterdam
    The Netherlands

Payment, Delivery, Clearing and Settlement

        Payment for the Offer Shares will take place on the Settlement Date and payment for the Additional Shares, if any, will take place on the settlement of any exercise of the Overallotment Option.

        The shares being offered will be common stock in registered form (aandelen op naam) which are entered into the collection deposit (verzameldepot) and/or giro deposit (girodepot) on the basis of the Securities Giro Act (Wet Giraal Effectenverkeer). Delivery of the Offer Shares is expected to take place on or about                        2007 through the book-entry facilities of Nederlands Centraal Instituut voor Giraal Effectenverkeer B.V., or Euroclear Netherlands, only, in accordance with its normal settlement

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procedures applicable to equity securities and against payment for the Offer Shares in immediately available funds. Application has been made for our common stock to be accepted for clearance through the book-entry facilities of Euroclear Netherlands.

        Delivery of the Offer Shares is expected to take place on or about                        2007 and delivery of the Additional Shares, if any, will take place on the settlement of any exercise of the Overallotment Option. The delivery of the New Shares will take place through the book-entry facilities of Euroclear Netherlands only, in accordance with its normal settlement procedures applicable to equity securities and against payment for the New Shares in immediately available funds.

        There are certain restrictions on the transfer of our registered book-entry shares, as detailed in "Selling Restrictions."

Ranking and Dividends

        Should our Board of Directors decide in the future to grant a dividend, the rights of holders of our common stock will rank pari passu with each other with respect to such dividends and in general, but may rank junior to any series of preferred stock we may designate. See "Description of Capital Stock."

Listing and Trading of Our Common Stock

        In order to seek to increase the liquidity of our common stock and raise our investor profile, we intend to apply for the admission of our common stock to listing and trading on Euronext Amsterdam under the symbol "BGMDX".

        We expect that listing and trading in our common stock on Euronext Amsterdam will commence on or about                        2007, or the Listing Date, on an "as-if-and-when-issued" basis. The Settlement Date on which the closing of the Offer and delivery of the Offer Shares is scheduled to take place, is expected to be on or about                        2007, the third trading day following the Listing Date (T+3). The delivery of the Additional Shares, if any, will take place on the settlement of any exercise of the Overallotment Option.

        Investors who wish to enter into transactions in the New Shares prior to the Settlement Date, whether such transactions are effected on Euronext Amsterdam or otherwise, should be aware that the closing of the Offer may not take place on the Settlement Date or at all if certain conditions or events referred to in the underwriting agreement are not satisfied or waived or occur on or prior to such date. Such conditions include the receipt of officers' certificates and legal opinions and such events include the suspension of trading on Euronext Amsterdam or other international markets or a material adverse change in our financial condition or business affairs or in the financial markets. See "Underwriting." If the closing of the Offer does not take place on the Settlement Date or at all, the Offer will be withdrawn, in which case all subscriptions for the New Shares will be disregarded, any allotments made will be deemed not to have been made, any subscription payments made will be returned without interest or other compensation and all transactions in the New Shares on Euronext Amsterdam will be cancelled. All dealings in the New Shares on Euronext Amsterdam prior to settlement and delivery are at the sole risk of the parties concerned.

        Euronext Amsterdam does not accept any responsibility or liability for any loss or damage incurred by any person as a result of the listing and trading on an "as-if-and-when-issued" basis as from the Listing Date until the Settlement Date.

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UNDERWRITING

        We and the Underwriters for the Offer named below expect to enter into an underwriting agreement on the Allotment Date with respect to the New Shares being offered. Subject to the terms and conditions of the underwriting agreement, each Underwriter is expected to agree, severally and not jointly, to purchase from us the percentage of the Offer Shares set forth opposite its name below. Cowen International Limited and Fortis Bank (Nederland) N.V. are the Joint Global Coordinators and Joint Bookrunners for the Offer and are acting as the representatives of the Underwriters.

Underwriter

  Percentages of
Offer Shares

 
Cowen International Limited     %
Fortis Bank (Nederland) N.V.     %
Leerink Swann & Co., Inc.     %
   
 
  Total   100 %
   
 

        The underwriting agreement provides that the obligations of the Underwriters are conditional and may be terminated at their discretion based on their assessment of the state of the financial markets. The obligations of the Underwriters may also be terminated upon the occurrence of the events specified in the underwriting agreement. If the Underwriters' obligations are not terminated, the Underwriters will be obligated, severally and not jointly, to purchase all of the Offer Shares. If an Underwriter defaults, the underwriting agreement provides that the purchase commitments of the non-defaulting Underwriters may be increased or the underwriting agreement may be terminated under certain circumstances.

        The underwriting agreement requires us to indemnify the Underwriters against specified liabilities, including liabilities under applicable securities laws, including the Securities Act, and to contribute to payments the Underwriters may be required to make in respect thereof.

        The Underwriters are offering the Offer Shares and, if applicable, Additional Shares, subject to prior sale, when, as and if issued to and accepted by them, subject to approval of legal matters by their counsel and other conditions specified in the underwriting agreement. The Underwriters reserve the right to withdraw, cancel or modify offers to the public and to reject orders in whole or in part.

        Overallotment Option to Purchase Additional Shares.    Subject to the terms of the underwriting agreement, we will grant the Underwriters an option to purchase Additional Shares in an amount up to 15% of the aggregate number of Offer Shares purchased by the Underwriters, at a price equal to the Offer Price less underwriting commissions and incentive fees. This Overallotment Option will be exercisable for a period of 30 days from the Listing Date. The underwriting agreement provides that the Underwriters may exercise this option at their discretion for any purpose in accordance with applicable law, including for the purpose of covering overallotments, if any, made in connection with the sale of Offer Shares offered hereby. To the extent that the Underwriters exercise the Overallotment Option, the Underwriters will purchase Additional Shares from us in approximately the same proportion as shown in the table above and we will issue such Additional Shares upon settlement of the exercise of the Overallotment Option.

        Commissions and Fees.    We will pay the Underwriters a commission of 5.5% of the gross proceeds from the sale of Offer Shares and the sale of Additional Shares pursuant to the Overallotment Option. In addition, we will pay an aggregate incentive fee of 1.5% of the gross proceeds from the sale of Offer Shares and the sale of Additional Shares pursuant to the Overallotment Option, although we will have the discretion to allocate the aggregate 1.5% incentive fee among one or more of the Underwriters as we deem appropriate. The following table shows the per share and total Underwriters' commissions and incentive fees to be paid by us, based on gross proceeds from the Offer of €            and an Offer

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Price of €            , the mid-point of the Price Range, and assuming both no exercise and a full exercise of the Overallotment Option. We estimate that the total expenses of the offering, excluding Underwriters' commissions and incentive fees, will be approximately €            and are payable by us.

 
   
  Total
 
  Per Share
  Without Over-
Allotment

  With Over-
Allotment

Offer Price            
Underwriters' commissions and incentive fees            
Proceeds, before expenses, to us            

        The Underwriters propose to offer the Offer Shares and, if applicable, the Additional Shares, to the public at the Offer Price. The Underwriters may offer the Offer Shares to securities dealers at the Offer Price less a concession not in excess of €    per share. The Underwriters may allow, and the dealers may reallow, a discount not in excess of €    per share to other dealers. If all of the Offer Shares are not sold at the Offer Price, the underwriters may change the offering price and other selling terms.

        Discretionary Accounts.    The Underwriters do not intend to confirm sales of the New Shares to any accounts over which they have discretionary authority.

        Stabilization.    In connection with the Offer, the Underwriters, through Fortis Bank (Nederland) N.V. acting as stabilization manager or its affiliates or agents, may engage in stabilizing transactions, overallotment transactions, syndicate covering transactions, penalty bids and purchases to cover positions created by short sales.

    Stabilizing transactions permit bids to purchase shares so long as the stabilizing bids do not exceed a specified maximum, and are engaged in for the purpose of preventing or retarding a decline in the market price of the shares while the offering is in progress.

    Overallotment transactions involve sales by the underwriters of shares in excess of the number of shares the underwriters are obligated to purchase. This creates a syndicate short position which may be either a covered short position or a naked short position. In a covered short position, the number of shares over-allotted by the underwriters is not greater than the number of shares that they may purchase in the overallotment option. In a naked short position, the number of shares involved is greater than the number of shares in the overallotment option. The underwriters may close out any short position by exercising their overallotment option and/or purchasing shares in the open market.

    Syndicate covering transactions involve purchases of shares in the open market after the distribution has been completed in order to cover syndicate short positions. In determining the source of shares to close out the short position, the underwriters will consider, among other things, the price of shares available for purchase in the open market as compared with the price at which they may purchase shares through exercise of the overallotment option. If the underwriters sell more shares than could be covered by exercise of the overallotment option and, therefore, have a naked short position, the position can be closed out only by buying shares in the open market. A naked short position is more likely to be created if the underwriters are concerned that after pricing there could be downward pressure on the price of the shares in the open market that could adversely affect investors who purchase in the offering.

    Penalty bids permit the representative to reclaim a selling concession from a syndicate member when shares originally sold by that syndicate member are purchased in stabilizing or syndicate covering transactions to cover syndicate short positions.

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        These stabilizing transactions, syndicate covering transactions and penalty bids may be undertaken by the Underwriters on Euronext Amsterdam, in over-the-counter transactions or otherwise, at any time and from time to time during the 30-day period from the Listing Date, although the Underwriters may not create naked short positions that exceed 5% of the number of New Shares. We cannot assure you that the Underwriters will undertake any of these transactions and, if undertaken, the Underwriters may stop them at any time. If undertaken, these transactions may have the effect of raising or maintaining the market price of our common stock or preventing or retarding a decline in the market price of our common stock. As a result, the price of our common stock in the open market may be higher than it would otherwise be in the absence of these transactions. Neither we nor the Underwriters make any representation or prediction as to the effect that the transactions described above may have on the price of our common stock.

        Lock-Up Agreements.    Pursuant to certain "lock-up" agreements, we and our officers, directors, shareholders, option holders and warrant holders have agreed, subject to certain exceptions, not to offer, sell, contract to sell, announce any intention to sell, pledge or otherwise dispose of, enter into any swap or other agreement that transfers, in whole or in part, the economic consequence of ownership of, directly or indirectly, or to file or request the filing of any registration statement with the U.S. Securities and Exchange Commission under the Securities Act relating to, any shares of our common stock or securities convertible into or exchangeable or exercisable for shares of our common stock without the prior written consent of Cowen International Limited and Fortis Bank (Nederland) N.V., for a period of 365 days after the date of the pricing of the offering. The 365-day restricted period will be automatically extended if (i) during the last 17 days of the 365-day restricted period we issue an earnings release or material news or a material event relating to us occurs or (ii) prior to the expiration of the 365-day restricted period, we announce that we will release earnings results or become aware that material news or a material event will occur during the 16-day period beginning on the last day of the 365-day restricted period, in either of which case the restrictions described above will continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.

        This lock-up provision applies to our common stock and to securities convertible into or exchangeable or exercisable for or repayable with shares of our common stock. It also applies to shares of our common stock owned now or acquired later by the person executing the agreement or for which the person executing the agreement later acquires the power of disposition. The lock-up restrictions will not apply under certain circumstances to transactions relating to shares of our common stock acquired in the Offer or in open market transactions following this Offer. The exceptions permit us, among other things and subject to restrictions, to: (a) issue shares of our common stock or options to purchase shares of our common stock pursuant to employee benefit plans and (b) issue shares of our common stock upon exercise of outstanding options or warrants. The exceptions permit parties to the "lock-up" agreements, among other things and subject to restrictions, to: (a) participate in transfers or exchanges involving our common stock or securities convertible into shares of our common stock or (b) make certain gifts. In addition, the lock-up provision will not restrict broker-dealers from engaging in market making and similar activities conducted in the ordinary course of their business.

        Electronic Offer, Sale and Distribution of Our Common Stock.    A Prospectus in electronic format may be made available on the websites maintained by one or more of the Underwriters or selling group members, if any, participating in the Offer and one or more of the Underwriters participating in the Offer may distribute Prospectuses electronically. The representatives may agree to allocate a number of shares of our common stock to Underwriters and selling group members for sale to their online brokerage account holders. Internet distributions will be allocated by the Underwriters and selling group members that will make internet distributions on the same basis as other allocations. Other than the Prospectus in electronic format, the information on these websites is not part of this Prospectus or

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any registration statement of which this Prospectus forms a part, has not been approved or endorsed by us or any Underwriter in its capacity as Underwriter, and should not be relied upon by investors.

        Other Relationships.    Certain of the Underwriters and their affiliates have provided, and may in the future provide, various investment banking, commercial banking and other financial services for us and our affiliates for which they are received, and may in the future receive, customary fees. One of our directors, Stelios Papadopoulos, Ph.D., was Vice Chairman of Cowen and Company, LLC, an affiliate of Cowen International Limited, until his retirement from Cowen and Company, LLC in August 2006. Dr. Papadopoulos will not receive, directly or indirectly, any portion of the commissions or fees that we expect to pay to Cowen International Limited upon the completion of this Offer.

        Paying Agent for this Offer and Listing Agent.    Fortis Bank (Nederland) N.V will act as Paying Agent for this Offer and Listing Agent with respect to the listing and trading of our common stock on Euronext Amsterdam.

        No Public Offering Outside the Netherlands and the United States.    No action has been or will be taken in any jurisdiction other than the Netherlands and the United States that would permit a public offering of the New Shares, or the possession, circulation or distribution of this Prospectus or any other material relating to us or the New Shares in any jurisdiction where action for that purpose is required. Accordingly, the New Shares may not be offered or sold, directly or indirectly, and neither this Prospectus nor any other offering material or advertisements in connection with the New Shares may be distributed or published, in or from any country or jurisdiction except in compliance with any applicable rules and regulations of any such country or jurisdiction.

        Stamp Taxes.    Purchasers of the New Shares may be required to pay stamp taxes and other charges in accordance with the laws and practices of the country of purchase in addition to the Offer Price.

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SELLING RESTRICTIONS

European Economic Area

        In relation to each member state of the European Economic Area which has implemented the Prospectus Directive, each a Relevant Member State, with effect from and including the date on which the Prospectus Directive was implemented in that Relevant Member State, or the Relevant Implementation Date, no New Shares have been offered or will be offered pursuant to an offer to the public in that Relevant Member State prior to the publication of a prospectus in relation to the New Shares which has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in the Relevant Member State, all in accordance with the Prospectus Directive, except that with effect from and including the Relevant Implementation Date, offers of New Shares may be made to the public in that Relevant Member State at any time:

    to legal entities which are authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities;

    to any legal entity which has two or more of (i) an average of at least 250 employees during the last financial year; (ii) a total balance sheet of more than €43 million; and (iii) an annual turnover of more than €50 million as shown in its last annual or consolidated accounts;

    to fewer than 100 natural or legal persons (other than "qualified investors" as defined in the Prospectus Directive in that Relevant Member State) subject to obtaining the prior consent of the Underwriters; or

    in any other circumstances that do not require the publication by us of a prospectus pursuant to Article 3 of the Prospectus Directive,

and each person who initially acquires any New Shares or to whom any offer is made under the Offer will, unless under bullet point three above, be deemed to have represented, acknowledged and agreed that it is a "qualified investor", within the meaning of Article 2(1)(e) of the Prospectus Directive.

        For the purpose of the expression an "offer to the public" in relation to any New Shares in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer of any New Shares to be offered so as to enable an investor to decide to purchase any New Shares, as the same may be varied in that Relevant Member State by any measure implementing the Prospectus Directive in that Relevant Member State, and the expression "Prospective Directive" means Directive 2003/71/EC and includes any relevant implementing measure in each Relevant Member State.

        In the case of any New Shares being offered to a financial intermediary as that term is used in Article 3(2) of the Prospectus Directive, such financial intermediary will also be deemed to have represented, acknowledged and agreed that the New Shares acquired by it in the Offer have not been acquired on a non-discretionary basis on behalf of, nor have they been acquired with a view to their offer or resale to persons in circumstances which may give rise to an offer of any New Shares to the public other than their offer or resale in a Relevant Member State to qualified investors as so defined or in circumstances in which the prior consent of the Underwriters has been obtained to each such proposed offer or resale. We, the Underwriters and their affiliates, and others will rely upon the truth and accuracy of the foregoing representation, acknowledgement and agreement. Notwithstanding the above, a person who is not a qualified investor and who has notified the Underwriters of such fact in writing may, with the consent of the Underwriters, be permitted to subscribe for or purchase New Shares in the Offer.

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United Kingdom

        This Prospectus is for distribution only to persons who (i) have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended, or the Financial Promotion Order, (ii) are persons falling within Article 49(2)(a) to (d) of the Financial Promotion Order, (iii) are outside the United Kingdom, or (iv) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any New Shares may otherwise lawfully be communicated or caused to be communicated (for the purpose of this paragraph, all such persons together "relevant persons"). This document is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this document relates is available only to relevant persons and will be engaged in only with relevant persons.

Italy

        The contents of this Prospectus have not been registered with the Commissione Nazionale per la Società e la Borsa, or Consob, nor any other authority in Italy. The offering of the New Shares which is made in the Republic of Italy exclusively to qualified investors as defined in Section 31, paragraph 2 and 25, paragraph 1 of Consob regulation no. 11522 of 1 July 1998 and subsequent amendments, is exempt from registration with Consob pursuant to Section 100, paragraph1, ltr. (a) of legislative decree no. 58 of 24 February 1998.

        The offer, sale or delivery of the New Shares or distribution of copies of this Prospectus in the Republic of Italy may only be made (a) by an investment firm, bank or financial intermediary permitted to conduct such activities in the Republic of Italy in accordance with legislative decree no. 385 of 1 September 1993, legislative decree no. 58 of 24 February 1998, Consob regulation no. 11971 of 14 May 1999, as amended, and any other applicable laws and regulation; (b) exclusively to qualified investors as defined above; (c) in compliance with any other applicable notification requirement or limitation which may be imposed by Consob, Bank of Italy or any other Italian regulatory authority.

United Arab Emirates

        This Prospectus does not constitute a public offer or a solicitation of securities within the territory of the United Arab Emirates and accordingly should not be construed as such. This Prospectus is not for circulation to the general public in the United Arab Emirates, nor will New Shares be offered to the general public in the United Arab Emirates. To the extent that this Prospectus is circulated within the territory of the United Arab Emirates, it is being done so in relation to a private placement (i.e. a limited circle of investors) only. Accordingly, the Offer and this Prospectus have not been filed with, reviewed by or approved by the United Arab Emirates Central Bank, the Emirates Securities and Commodities Authority, or any other United Arab Emirates governmental regulatory body or securities exchange. This Prospectus must not be copied or otherwise distributed by the recipient to others.

Kuwait

        By receiving this Prospectus, the person or entity to whom it has been issued or provided understands, acknowledges and agrees that this Prospectus has not been approved by the Central Bank of Kuwait or the Kuwait Ministry of Commerce and Industry or any authorities in Kuwait, nor have we or any of our representatives received authorization or licensing from the Central Bank of Kuwait or the Kuwait Ministry of Commerce and Industry or any authorities in Kuwait to market or sell the New Shares within Kuwait. Therefore, the New Shares will not be marketed or sold from within Kuwait and no services relating to an offering, including the receipt of applications or this Prospectus or both, will be rendered within Kuwait by us or any of our representatives. The New Shares are being offered for

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sale only to qualified institutional investors and sophisticated, high-net-worth individuals. Neither the New Shares nor the private offering have been licensed by the Central Bank of Kuwait, the Kuwait Ministry of Commerce and Industry or any other relevant Kuwaiti government agency. No Underwriter or any other party involved in the Offer is licensed in Kuwait.

Bahrain

        Any marketing of New Shares to investors in Bahrain is done by way of private placement only. It is not subject to the regulations of the Central Bank of Bahrain that apply to public offerings of securities and the extensive disclosure requirements and other protections that these regulations contain. This Prospectus is therefore intended only for "professional clients" or "market counterparties" as defined by the Central Bank of Bahrain.

        The New Shares offered pursuant to this Prospectus, may only be offered in minimum subscriptions of $250,000 (or equivalent in other currencies).

        The Central Bank of Bahrain assumes no responsibility for the accuracy and completeness of the statements and information contained in this Prospectus and expressly disclaims any liability whatsoever for any loss howsoever arising from reliance upon the whole or any part of the contents of this Prospectus.

Qatar

        No general offering of the New Shares will be made in Qatar, and any New Shares may only be placed with a limited number of targeted investors in Qatar.

Lebanon

        All prospective investors in Lebanon whose investment authority is subject to legal restriction should consult their legal advisors to determine whether and to what extent the New Shares constitute legal investments under those restrictions. The New Shares are suitable only as an investment for, and are being offered only to, persons who have, directly or through qualified representatives, the ability to evaluate the merits and risks of an investment in the New Shares and the ability to assume all the risks involved in such an investment. In addition, investment in the New Shares requires the financial ability and willingness to accept the risks inherent in an investment in the New Shares, the knowledge and experience in financial and business matters to be capable of evaluating a prospective investment in the New Shares, and the financial ability to bear the risks of such an investment.

        The acceptance of this Prospectus shall constitute the agreement of the recipient that: (a) it will hold this Prospectus and all related enclosures, documents and information in the strictest confidence; (b) it will not reproduce or use this Prospectus for any purpose other than in connection with a decision to purchase New Shares; (c) it will not transmit to or discuss this Prospectus with persons other than its authorized representatives and advisors who agree to hold the same subject to the provisions of this paragraph; (d) it will not utilize the contents of this Prospectus in any manner detrimental to the interests of the selling agents; and (e) it will return this Prospectus to the Underwriters or their selling agents immediately upon request.

Jordan

        This Prospectus is confidential and is being furnished solely for the purpose of enabling a prospective investor to consider the purchase of the New Shares. The information contained in this Prospectus has been provided by us. No representation or warranty, express or implied, is made by the Underwriters as to the accuracy or completeness of such information, and nothing contained in this Prospectus is, or shall be relied upon as, a promise or representation by the Underwriters. Any

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reproduction or distribution of this Prospectus, in whole or in part, and any disclosure of its contents or use of any information herein for any purpose other than considering an investment in the New Shares offered hereby is prohibited. Each offeree of the New Shares, by accepting delivery of this Prospectus, agrees to the foregoing.

        We have not authorized anyone to provide you with different information other than the information contained in this Prospectus. If any different information is given or made, it must not be relied upon as having been authorized by any of us or the Underwriters or any of its affiliates or advisers or selling agents. You should not assume that the information contained in this Prospectus is accurate as of any date other than the date on the front of this Prospectus, unless expressly stated otherwise.

        This Prospectus is not intended to provide the basis of any investment, credit or any other evaluation and should not be considered as a recommendation by us or the Underwriters that any recipient of this Prospectus should purchase the New Shares. Each potential purchaser of New Shares should determine for himself/itself the relevance of the information contained in this Prospectus and his/its purchase of New Shares should be based upon such investigation as it deems necessary.

Israel

        This Prospectus does not constitute an offer to sell the New Shares to the public in Israel or a prospectus under the Israeli Securities Law, 5728-1968 and the regulations promulgated thereunder, or the Israeli Securities Law, and has not been filed with or approved by the Israel Securities Authority. In Israel, pursuant to an exemption afforded under the Israeli Securities Law, this Prospectus may be distributed only to, and may be directed only at, investors listed in the first addendum to the Israeli Securities Law, or the Addendum, consisting primarily of certain mutual trust and provident funds, or management companies thereto, banks, as defined under the Banking (Licensing) Law, 5741-1981, except for joint service companies purchasing for their own account or for clients listed in the Addendum,insurers, as defined under the Supervision of Financial Services Law (Insurance), 5741-1981, portfolio managers purchasing for their own account or for clients listed in the Addendum, investment advisers purchasing for their own account, Tel Aviv Stock Exchange members purchasing for their own account or for clients listed in the Addendum, underwriters purchasing for their own account, venture capital funds, certain corporations which primarily engage in the capital market and fully-owned by investors listed in the Addendum and corporations whose equity exceeds NIS250 Million, collectively referred to as institutional investors. Institutional investors may be required to submit written confirmation that they fall within the scope of the Addendum.

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WHERE YOU CAN FIND MORE INFORMATION

Available Information

        We have filed with the U.S. Securities and Exchange Commission a registration statement on Form S-1 under the Securities Act with respect to the common stock offered by this Prospectus. This Prospectus, which is part of the registration statement, omits certain information, exhibits, schedules, and undertakings set forth in the registration statement. For further information pertaining to us and our common stock, reference is made to the registration statement and the exhibits and schedules to the registration statement. Statements contained in this Prospectus as to the contents or provisions of any documents referred to in this Prospectus are not necessarily complete, and in each instance where a copy of the document has been filed as an exhibit to the registration statement on Form S-1 of which this Prospectus forms a part, reference is made to the exhibit for a more complete description of the matters involved.

        You may read and copy all or any portion of the registration statement on Form S-1 of which this Prospectus forms a part without charge at the public reference room of the U.S. Securities and Exchange Commission at 100 F Street, N.E., Washington, D.C. 20549. Copies of the registration statement may be obtained from the U.S. Securities and Exchange Commission at prescribed rates from the public reference room at such address. You may obtain information regarding the operation of the public reference room by calling 1-800-SEC-0330. This Prospectus will be available to investors at no cost upon request from Fortis Bank (Nederland) N.V., + 31 (0) 20 527 2467 or by email to prospectus@nl.fortis.com. In addition, registration statements and certain other documents filed electronically with the U.S. Securities and Exchange Commission are publicly available through its website at http: //www.sec.gov. The registration statement on Form S-1 of which this Prospectus forms a part, including all exhibits and amendments to the registration statement, has been filed electronically with the U.S. Securities and Exchange Commission. Upon completion of this Offer, for informational purposes only, the registration statement will be available through the Investor Relations page of our website at www.bg-medicine.com and, for Dutch residents, the website of Euronext Amsterdam at www.euronext.com.

        Our financial statements are audited annually by our independent registered public accountants. Copies of our audited financial statements for the three years ended 31 December 2006, 2005 and 2004 are available by sending a request in writing to us. In addition, copies of our audited annual financial statements will be available for inspection without charge at our corporate headquarters in Waltham, Massachusetts, United States, during regular business hours.

        Our certificate of incorporation and our bylaws, each in their restated form as will be filed or become effective upon the completion of this Offer, are available electronically as exhibits to our registration statement on Form S-1 of which this Prospectus forms a part, which can be found on the website of the U.S. Securities and Exchange Commission at http: //www.sec.gov.

        Upon completion of this Offer, we will be required to comply with Section 15(d) of the Exchange Act and to file with the U.S. Securities and Exchange Commission annual reports on Form 10-K, which will contain financial statements audited by an independent accounting firm, quarterly reports on Form 10-Q, which will contain unaudited interim financial statements, and current reports on Form 8-K. Our filing of these periodic and current reports is required initially even if we have not listed our common stock on any U.S. exchange. After one year, in compliance with U.S. securities laws, we may be eligible to discontinue filing these reports. You will be able to inspect and copy such periodic and current reports, and other information at the U.S. Securities and Exchange Commission's public reference room and its website referenced above. We anticipate making these documents publicly available, free of charge, on our website at www.bg-medicine.com as soon as practicable after filing such documents with the U.S. Securities and Exchange Commission.

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Share Trading Information

        The shares of our common stock being offered will be traded through the book-entry facilities of Euroclear Netherlands, only. The address of Euroclear Netherlands is: Damrak 70, 1012 LM Amsterdam.

        The shares of our common stock being offered will be traded under the following characteristics:

      ISIN Code:

      Common Code:

      Amsterdam Security Code:

      Euronext Amsterdam Symbol: BGMDX

Corporate Resolutions

        On 27 April 2007 and 26 July 2007, our Board of Directors authorized the issuance of the New Shares for this Offer. The Offer Price and number of New Shares to be offered will be determined by a special committee of our Board of Directors.

Subsidiaries

        We have one subsidiary, BG Medicine N.V., a corporation incorporated on 5 June 2007 under the laws of the Netherlands, with its registered office in Amsterdam, and of which we own 100% of the outstanding share capital. We established BG Medicine N.V. as our Dutch operating company. We plan to establish laboratory facilities in the Netherlands, for which BG Medicine N.V. would enter into facility lease agreements, employ local staff and enter into supply and other customary operational contractual arrangements. Additionally, we expect that BG Medicine N.V. may be the contracting entity for collaborative research agreements with Dutch and other European academic, public and private organizations. We also expect that BG Medicine N.V. may submit Dutch and European Union grant and subsidy requests for publicly funded and co-funded research projects.

Legal Proceedings

        We are not, nor have we been during the preceding 12 months, a party to, nor are we aware of, any governmental, legal or arbitration proceeding which may have, or have had in the recent past, significant effects on our financial position or results of operations.

Financial Position

        Since 31 December 2006, no significant changes in our financial position have occurred, other than those described below.

        During the first quarter of 2007, we entered into a Cooperative Research and Development Agreement for the LTBS initiative with the National Center for Toxicology Research, which allows us to begin recognizing revenue from the approximately $2.1 million received from the seven pharmaceutical companies participating in the initiative. See "Business—Our Initiatives." We also entered into a final participation agreement under the LTBS initiative with Mitsubishi Chemical Corporation.

        During the first quarter of 2007, we also borrowed approximately $500,000 under our line of credit with GE Capital for the purchase of equipment, after which we have approximately $600,000 available for future borrowings.

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        In May 2007, we entered into a biomarker product license and collaboration agreement with the founders of the company to be known as ACS Biomarker. ACS Biomarker, a company to be formed with technology exclusively licensed from the University of Maastricht and other parties, is being founded to develop and commercialize cardiovascular biomarkers discovered at the Cardiovascular Research Institute Maastricht, or CARIM. Pursuant to the agreement, as supplemented by two Licensing Addenda entered into in May 2007, ACS Biomarker granted us an exclusive worldwide development and commercial sublicense to two proprietary cardiovascular biomarkers for congestive heart failure, galectin-3 and thrombospondin-2, licensed by it from the University of Maastricht. In addition, we have sublicensed the rights to certain peptides as a diagnostic biomarker for atherothrombic vascular disease, subject to certain conditions to be met by ACS Biomarker.

        In May 2007, we received $5.0 million from the sale of 1,369,863 shares of our Series C convertible preferred stock at a price of $3.65 per share.

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LEGAL MATTERS

        Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., Boston, Massachusetts, acts as our U.S. counsel and Stibbe N.V. of Amsterdam, the Netherlands, acts as our Dutch counsel in connection with the Offer and this Prospectus. The Underwriters are being represented by DLA Piper US LLP of New York, New York on U.S. law matters and DLA Piper Nederland N.V. of Amsterdam, the Netherlands on Dutch law matters. The validity of the issuance of the common stock offered by us in this Offer will be passed upon for us by Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., Boston, Massachusetts.


EXPERTS

        The consolidated financial statements of BG Medicine, Inc. as of 31 December 2006, 2005 and 2004 and for each of the years then ended, appearing in this Prospectus and registration statement on Form S-1 of which this Prospectus forms a part, have been audited by Vitale, Caturano & Company, Ltd. of Boston, Massachusetts, an independent registered public accounting firm, as set forth in their report thereon appearing elsewhere herein, and are included in reliance upon such report given on the authority of such firm as experts in accounting and auditing. Vitale, Caturano & Company, Ltd. is a Registered Public Accounting Firm with the United States Public Company Accounting Oversight Board, member firm of the American Institute of Certified Public Accountants and an independent member of Baker Tilly International.

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SUMMARY OF SIGNIFICANT DIFFERENCES BETWEEN U.S. GAAP AND IFRS

        Our consolidated financial statements and our subsidiaries as of 31 December 2006, 2005 and 2004 and for the years then ended have been prepared in accordance with the accounting principles generally accepted in the United States of America, or U.S. GAAP, which differ in certain significant respects from the International Financial Reporting Standards as adopted by the European Union, or IFRS. We have not prepared the financial statements included in this Prospectus in accordance with IFRS. A brief description of principal differences between our stated accounting policies in Note 2 to our consolidated financial statements and IFRS is outlined below. These differences have not been quantified. In making an investment decision, you must rely upon your own examination of us, the terms of this Prospectus and the financial and other information contained in this Prospectus. You should consult your own advisors for an understanding of the differences between U.S. GAAP and IFRS and how those differences could affect the financial information contained herein.

        The following is a summary of certain differences between U.S. GAAP and IFRS as of the dates of our financial statements included in this Prospectus. We are responsible for preparing the summary below. You should not take this summary to be an exhaustive list of all differences between U.S. GAAP and IFRS. The following discussion does not purport to identify all disclosure, presentation or classification differences that would affect the manner in which transactions, events, or results are presented in our consolidated financial statements or the notes thereto. We have not prepared a complete reconciliation of our financial statements and related footnotes disclosures between U.S. GAAP and IFRS and have not quantified such differences. Had we undertaken any such quantification or preparation or reconciliation, other potentially significant accounting and disclosure differences may have come to our attention which are not identified below. Accordingly, we can provide no assurance that the identified differences in the summary below represent all of the principal differences relating to our financial position, operations and cash flows. Furthermore, no attempt has been made to identify future differences between U.S. GAAP and IFRS as the result of prescribed changes in accounting standards, transactions or events that may occur in the future. Regulatory bodies that promulgate U.S. GAAP and IFRS have significant projects ongoing that could affect future comparisons such as this one. Future developments or changes in either U.S. GAAP or IFRS may give rise to additional differences between U.S. GAAP and IFRS, which could have a significant impact on us.

Impairment of Long Lived Assets

        Under IFRS, in accordance with International Accounting Standards, or IAS 36, Impairment of Assets, when events or changes in circumstances indicate that an asset may be impaired, the recoverable amount of that asset shall be estimated as determined by the cash-generating unit to which the asset belongs. This is typically calculated by estimated discounted future cash flows. If the carrying amount of the asset exceeds the recoverable amount, an impairment loss exists and the carrying amount of the asset shall be reduced to its recoverable amount. An impairment loss is recognized in the profit and loss. If there is an indication that prior period impairment losses no longer exist of have decreased for an asset (except goodwill), the recoverable amount of the asset shall be reassessed and if the recoverable amount exceeds the carrying amount, a reversal to the impairment loss shall be recorded.

        Under U.S. GAAP, when events or changes in circumstances indicate possible impairment, the fair value of a fixed asset or amortizable intangible or group of assets being measured, is compared to the carrying amount of the respective assets. If the carrying amount of the asset exceeds fair value, an impairment loss exists and a write-down is necessary. The impairment charge is measured as the excess of carrying value over fair value. Fair value may be measured using quoted market prices in active markets, if available or using discounted future cash flows. Impairment losses cannot be reversed.

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Deferred Taxes

        Generally, both IFRS and U.S. GAAP follow the liability method to account for deferred taxes. As such, deferred tax assets and liabilities need to be recorded for all temporary differences between the tax basis and the carrying amount recorded in the consolidated financial statements that reverse in future periods.

        Under IFRS, IAS 2, Income Taxes, requires recognition of the effects of a change in tax laws or rates when the change is "substantially" enacted. Thus, recognition may precede actual enactment. Under U.S. GAAP, SFAS 109, Accounting for Income Taxes? requires recognition of the effects of a change in tax laws or rates upon the actual enactment date.

        IFRS requires that deferred tax assets initially be recognized when it is probable, defined as more likely than not, that taxable profits will be available against which the deferred tax asset can be utilized. Furthermore, the carrying amount of a deferred tax asset is reduced subsequently to the extent that it is no longer probable that sufficient taxable profits will be available to utilize the deferred tax asset. Under U.S. GAAP, a deferred tax asset is initially recognized in full but is then reduced by a valuation allowance if it is more likely than not that some portion, or all, of the deferred tax asset will not be realized.

        IFRS requires deferred tax assets and liabilities to be classified as non-current. Under U.S. GAAP, however, the classification of deferred tax assets and liabilities as current and non-current is determined by the classification of the underlying asset or liability to which the temporary difference relates.

Provisions and Contingencies

        Under IFRS, in accordance with IAS 37, Provisions, Contingent Liabilities and Contingent Assets, provisions for contingencies are measured at the best estimate of the expenditure to settle the obligation which generally involves the expected value method (discounting is required) if it is more likely than not that an outflow of resources embodying economic benefits will be required to settle the obligations. Where there is a range of possible outcomes, the obligation is estimated by weighting all possible outcomes by their associated probabilities.

        Under U.S. GAAP, a provision can only be discounted if the amount and the timing of payments are fixed or reliably determinable, considering the nature of provisions, this means that it can be difficult to account for a provision on a discounted basis. Financial Accounting Standards Board, or FASB, Interpretation, or FIN 14, Reasonable Estimation of the Amount of a Loss, requires that if any outcome within the range is more likely, then that outcome should be accrued. If no amount within the range is a better estimate than any other, then the minimum amount should be accrued.

Revenue Recognition

        Under IFRS, in accordance with IAS 18, Revenue, revenue is recognized upon the transfer of significant risk and rewards and the probability that the economic benefits associated with the transaction will flow to the entity and that these benefits can be measured reliably. Under U.S. GAAP, revenue recognition is, in principle, similar to IAS. However there are four key criteria that must be present in order to recognize revenue under U.S. GAAP and U.S. Securities and Exchange Commission Staff Accounting Bulletin No. 104, Revenue Recognition. These four criteria are (a) the seller's price to the buyer is fixed or determinable, (b) collectibility of payment is reasonably assured, (c) there must be persuasive evidence that an arrangement exists and (d) delivery must have occurred or services must have been rendered.

        Under IFRS, revenue for services is recognized by reference to the stage of completion of the transaction. Under U.S. GAAP, revenue for services is generally recognized under either the completed performance model or the proportional performance model. The completed performance model results

154



in revenue being recognized when the services have been completed and accepted. The proportional performance model results in revenue being recognized while services are being delivered, based on the pattern in which services are provided to the customer, and often results in similar accounting to the percentage of completion method. When no discernible pattern of services can be determined, revenue is recognized ratably over the contractual term of the arrangement.

        Under U.S. GAAP and EITF No. 00-21, Revenue Arrangements with Multiple Deliverables, revenue arrangements where multiple products or services are sold together under one contract are evaluated to determine if each element represents a separate unit of accounting. The following criteria are required to be met for an element to represent a separate unit of accounting: (i) the delivered items have value to a customer on a stand-alone basis; (ii) there is objective and reliable evidence of the fair value of the undelivered items; and (iii) delivery or performance is probable and within the control of the vendor for any delivered items that have a right of return. The arrangement's consideration is allocated among the separate units of accounting based on their relative fair values. Applicable revenue recognition criteria is considered separately for separate units of accounting.

        Under IFRS, no detailed guidance for multiple-element revenue recognition arrangements exists. The recognition criteria are usually applied to the separately identifiable components of a transaction in order to reflect the substance of the transaction. However, the recognition criteria are applied to two or more transactions together when they are linked in such a way that the whole commercial effect cannot be understood without reference to the series of transactions as a whole.

Leases

        Under IFRS, in accordance with IAS 17, Leases, a lease is classified as a finance lease if the risks and rewards incident to ownership are transferred to the lessee. There are only narrative thresholds for useful life, described as major part, and present value test, described as substantially all of. Classifying a lease depends upon the substance of transaction rather than the form of the contract. Under U.S. GAAP, if any one of the following four criteria applies to a lease agreement, then the lessee must clarify the lease as a finance or capital lease:

    The lease transfers ownership of the leased assets to the lessee at the end of the lease term.

    The lease contains a bargain purchase option.

    The lease term is greater than or equal to 75% of the economic useful life of the leased asset.

    The present value of the minimum lease payments is greater than or equal to 90% of the fair value of the leased asset.

        Another difference between IFRS and U.S. GAAP relates to build to suit leases. These situations arise when a party enters into a lease agreement with a lessor while the asset that is the subject of the lease is still under construction. Under IFRS capitalization occurs upon commencement of the lease. Under U.S. GAAP, the applicable guidance may require the capitalization of the asset under construction on the books of the future lessee prior to the lease commencement date.

Stock-Based Compensation

        Prior to the issuance of IFRS 2, Share-Based Payments, in February 2004, IFRS required disclosure of stock-based compensation plans but did not require or provide guidance on the recognition and measurement of compensation expense. IFRS did not require disclosure of the fair value of the stock options granted, contrary to U.S. GAAP.

        IFRS 2, which was effective as of 1 January 2005, requires an entity to measure the goods or services received, and the corresponding increase in equity, directly, at the fair value of the goods or services received, unless that fair value cannot be estimated reliably. If the entity cannot estimate

155



reliably the fair value of the goods or services received, the entity is required to measure their value, and the corresponding increase in equity, indirectly, by reference to the fair value of the equity instruments granted. Fair value is estimated using a valuation technique to estimate what the price of those equity instruments would have been on the measurement date. For employees and others providing similar services, the fair value of the equity instruments granted is measured at grant date. For transactions with parties other than employees, the fair value is measured at the date the entity obtains the goods or the counterparty renders service.

        Under U.S. GAAP, prior to the effective date of FAS 123(R), the Company could elect to follow the accounting prescribed by either Accounting Principles Board Opinion 25, Accounting for Stock Issued to Employees, (APB 25), or SFAS No 123, "Accounting for Stock-Based Compensation" (SFAS 123).

        Prior to adoption of SFAS No. 123(R), Share-Based Payment, under U.S. GAAP, compensation was recorded for the cost of providing options to the employee over the relevant service period. The costs can be determined based on either the intrinsic value method (Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees) or the fair value method (SFAS No. 123, Accounting for Stock-Based Compensation). Under the intrinsic value method, the compensation cost was the difference between the market price of the stock at the measurement date and the price to be contributed by the employee (exercise price). Under the intrinsic method, the measurement date was the first date on which the employee knows the number of shares that such employee is entitled to receive and the exercise price. The measurement date was often the grant date; however, it may have been later than the grant date in plans with variable terms that depend on events which occurred after the grant date. These terms may have been variable by design, may become variable due to their modification after the date of grant, or may have been considered variable due to their relationship to other stock option features. In such cases, compensation was measured at the end of each reporting period until the measurement date or, in some cases, until the stock option's exercise, forfeiture or expiry.

        Under the fair value method, the cost associated with options was based on the fair value at the date of grant. Cost was estimated using an option-pricing model. If an entity chooses to follow the intrinsic value method, it presented pro-forma disclosures of net income and earnings per share as if the fair value method had been applied.

        In December 2004, the FASB issued FASB Statement No. 123(R), Share-Based Payment (FAS 123(R)). FAS 123(R) requires companies to use fair value to measure stock-based compensation awards. The fair value of the stock-based compensation is recognized over the requisite service period, which may be explicit, implicit or derived depending on the terms of the awards (service condition, market condition, performance condition or a combination of conditions).

        For companies adopting SFAS No. 123(R) using the modified prospective method, stock-based compensation expense in the year of adoption includes compensation expense for all stock-based compensation awards granted prior to, but not yet vested as of the date of adoption and is calculated based on the grant date fair value estimated in accordance with the original provisions of SFAS No. 123(R), and related pronouncements, less estimated forfeitures. Stock-based compensation expense for all stock-based compensation awards granted after the date of adoption is based on the grant-date fair value estimated in accordance with SFAS No. 123(R). SFAS No. 123(R) was effective for calendar year end companies as of 1 January 2006.

        Under U.S. GAAP, in accordance with EITF No. 96-18, Accounting for Equity Instruments That Are Issued to Other Than Employees for Acquiring, or in Conjunction with Selling, Goods or Services, warrants and options granted to non-employees for services performed are accounted for at fair value. The fair value is measured at the earlier of the completion of the services or the date when the company receives a commitment of performance.

156



Research and Development Costs

        Under IFRS, in accordance with IAS 38, Intangible Assets, research costs should be expensed as incurred. An intangible asset arising from development (or from the development phase of an internal project) should be recognized as an intangible if, and only if, an enterprise can demonstrate all of the following:

    The technical feasibility of completing the intangible asset so that it will be available for use or sale;

    Its intention to complete the intangible asset and use or sell it;

    Its ability to use or sell the intangible asset;

    How the intangible asset will generate probable future economic benefits. Among other things, the enterprise should demonstrate the existence of a market for the output of the intangible asset or the intangible asset itself or, if it is to be used internally, the usefulness of the intangible asset;

    The availability of adequate technical, financial and other resources to complete the development and to use or sell the intangible asset; and

    Its ability to reliably measure the expenditure attributable to the intangible asset during its development.

        The ability to use the intangible asset is assessed primarily on the probability of obtaining regulatory approval.

        Under U.S. GAAP, all research and development costs are expensed as incurred.

Other Comprehensive Income

        Generally under IFRS, items such as revaluations of available-for-sale marketable securities and cumulative translation adjustments are recorded directly in equity.

        Under U.S. GAAP, such items are recorded in Other Comprehensive Income, which must be disclosed as a separate primary statement or as a category highlighted within the primary statement of change in Shareholders' equity.

Earnings/Loss per Share

        Under IFRS, basic EPS is calculated using an equation based on amounts related or attributable only to ordinary shares or shareholders. The numerator of this equation is the net profit or loss for the relevant period and the denominator of the equation is the weighted average number of shares outstanding during the relevant period. Under U.S. GAAP, basic EPS is calculated in a similar manner.

        Under IFRS, diluted EPS reflects the potential dilution that could occur if an entity has financial instruments or other contracts that may entitle a holder to ordinary shares at some point in the future, which then share in the earnings of the entity. The treasury share method is used to determine the effect of share options and warrants. The assumed proceeds from the issue of dilutive potential ordinary shares are considered to have been used to repurchase shares at fair value. The difference between the number of shares issued and the number of shares that would have been issued at fair value is treated as an issue of ordinary shares for no consideration and is factored into the denominator used to calculate the diluted EPS. Under U.S. GAAP, diluted EPS is calculated in a similar manner, except that in the calculation of year-to-date diluted earnings per share, under IFRS, the treasury stock method is applied on a year-to date basis; under U.S. GAAP, the average of individual interim period incremental shares is used. Under IFRS, contracts that may be settled either

157



in common shares or in cash, at the issuer's options, are always assumed to be settled in shares. Under U.S. GAAP, there is a rebuttable presumption that such contract with be settled in shares (and thus included in the computation of earnings per share).

Convertible Debt Issued with Stock Purchase Warrants

        Under IFRS, the proceeds from the issuance of debt convertible into equity securities of the issuer (including debt with nondetachable warrants) should be allocated between the debt and the conversion feature and/or warrant using the residual method. Under this method, the issuer first determines the fair value of the debt component by discounting the future stream of principal and interest payments at a prevailing market rate for a similar liability that does not contain the conversion feature. The carrying amount of the equity instrument is then determined by deducting the carrying amount of the debt from the proceeds of the compound instrument.

        Under U.S. GAAP, proceeds received in the financing transaction are allocated between the convertible instrument to the convertible instrument and the warrants on a relative fair value basis. For conventional convertible debt, the instrument is treated as one unit and recorded as a liability in its entirety, unless the instrument contains a beneficial conversion feature. An embedded beneficial conversion feature is recognized and measured by allocating a portion of the proceeds equal to the intrinsic value of that feature to additional paid-in capital.

Redeemable Preferred Stock

        Under IFRS, the following preference shares are recognized as a liability rather than as equity: (1) a mandatorily redeemable preference share where both the redemption amount and the redemption date are fixed or determinable; and (2) a preference share that is redeemable at the holder's option for a fixed or determinable amount on or after a specified date.

        Under U.S. GAAP, preferred stock with mandatory redemption provisions with a date or event certain to occur are classified as a liability. Other redeemable preferred stock with redemption provision which are not solely within the control of the Company are classified outside of permanent equity.

Disclosure Differences between IFRS and U.S. GAAP

        In addition to the summary of certain differences between IFRS and U.S. GAAP, which may affect consolidated income and total shareholders' equity, there are a number of significant disclosure differences.

        Compared to IFRS, the financial statement disclosures required under U.S. GAAP can be more comprehensive in many areas including taxes, retirement and other post-retirement benefits, leasing, segment information, and related party disclosures. No attempt has been made to identify all disclosure differences or future disclosure differences as the result of prescribed changes in accounting standards. In addition, this description is not intended to address all differences in presentation, including classification, disclosure and display of financial information contained therein.

158



INDEX TO FINANCIAL STATEMENTS

 
  Page(s)
Audited Consolidated Financial Statements for 2006, 2005 and 2004    

Report of Registered Public Accounting Firm

 

F-2

Consolidated Balance Sheets

 

F-3

Consolidated Statements of Operations

 

F-5

Consolidated Statements of Redeemable Convertible Preferred Stock and Shareholders' Deficit

 

F-6

Consolidated Statements of Cash Flows

 

F-7

Notes to Consolidated Financial Statements

 

F-9

Unaudited Interim Consolidated Financial Statements for March 31, 2007 and 2006

 

 

Consolidated Balance Sheets

 

F-35

Consolidated Statements of Operations

 

F-36

Consolidated Statements of Cash Flows

 

F-37

Notes to Consolidated Financial Statements

 

F-38

F-1


LOGO


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of
    BG Medicine, Inc. and Subsidiary:

        We have audited the accompanying consolidated balance sheets of BG Medicine, Inc. and subsidiary as of December 31, 2006, 2005 and 2004 and the related consolidated statements of operations, redeemable convertible preferred stock and shareholders' deficit and cash flows for the years then ended. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

        We conducted our audits in accordance with the auditing standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

        In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of BG Medicine, Inc. and subsidiary as of December 31, 2006, 2005 and 2004 and the results of their operations and cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

        As discussed in Note 2 to the financial statements, effective January 1, 2006, the Company adopted the provisions of Statement of Financial Accounting Standards No. 123R, "Share Based Payment."

   
SIGNATURE

VITALE, CATURANO & COMPANY, LTD.

Boston, Massachusetts
May 31, 2007

Certified Public Accountants    An Independent Member of Baker Tilly International
80 City Square, Boston, Massachusetts 02129    617 • 912 • 9000    FX 617 • 912 • 9001    www.vitale.com

F-2



BG Medicine, Inc. and Subsidiary

Consolidated Balance Sheets

December 31, 2006, 2005 and 2004

 
   
  As of December 31,
 
  Note(s)
  2006
  2005
  2004
 
   
  (in thousands except share and per share data)

Assets                      
Current assets                      
    Cash and cash equivalents   2   $ 1,010   $ 1,148   $ 3,741
    Short-term investments   2, 3             498
    Restricted cash   2     1,466        
    Trade receivables   2     2,060     222     323
    Prepaid expenses and other current assets         289     275     293
       
 
 
      Total current assets         4,825     1,645     4,855

Property and equipment, net

 

2, 4

 

 

1,274

 

 

1,287

 

 

1,686
Deposits and other assets         70     171     138
       
 
 
    Total assets       $ 6,169   $ 3,103   $ 6,679
       
 
 
Liabilities, Redeemable Convertible Preferred Stock and Shareholders' Deficit                      
Liabilities                      
  Current liabilities                      
    Accounts payable       $ 412   $ 420   $ 154
    Accrued expenses   6     685     630     916
    Customer deposits   16     275        
    Convertible promissory notes payable, including accrued interest   8         2,038     4,052
    Deferred rent   14     53     31    
    Deferred revenue   16     6,097     3,699     1,532
    Capital lease obligations   14     318     296     87
    Equipment notes payable   9     915     1,250     1,588
       
 
 
      Total current liabilities         8,755     8,364     8,329

Deferred rent, net of current portion

 

14

 

 

33

 

 

86

 

 

Deferred revenue, net of current portion   16     1,053     1,532     864
Capital lease obligations, net of current portion   14     77     393     221
Equipment notes payable, net of current portion   9         1,111     1,724
Promissory note payable to Elan, including accrued interest   5             2,015
       
 
 
      Total liabilities         9,918     11,486     13,153
       
 
 

The accompanying notes are an integral part of these consolidated financial statements.

F-3


 
   
  As of December 31,
 
 
  Note(s)
  2006
  2005
  2004
 
 
   
  (in thousands except share and per share data)

 
Commitments and contingencies   14, 16                    
Redeemable convertible preferred stock:                        
  Series A redeemable preferred stock; $0.001 par value; 16,017,067 shares authorized; 15,823,566, 13,313,700 and 10,828,122 shares issued and outstanding at December 31, 2006, 2005 and 2004, respectively; at redemption value; liquidation preference of $23,735 at December 31, 2006   2, 11     23,735     19,971     16,242  
  Series A-1 redeemable preferred stock; $.001 par value; 2,475,247 shares issued and outstanding at December 31, 2006; at redemption value; liquidation preference of $5,000 at December 31, 2006   2, 11     5,000          
       
 
 
 
    Total redeemable convertible preferred stock         28,735     19,971     16,242  
       
 
 
 
Shareholders' deficit                        
  Series AE-2 preferred stock; $.001 par value; 1,187,500 shares issued and outstanding at December 31, 2004   11             5,000  
  Series AE-3 preferred stock; $.001 par value; 1,092,637 shares issued and outstanding at December 31, 2004   11             64  
  Series B preferred stock; $.001 par value; 2,000,000 shares authorized; 1,138,716 shares issued and outstanding at December 31, 2006, 2005 and 2004; liquidation preference of $4,794 at December 31, 2006   11     1,708     1,708     1,708  
  Common stock; $.001 par value; 50,000,000 shares authorized; 10,060,383, 10,046,320 and 10,041,726 shares issued and outstanding at December 31, 2006, 2005 and 2004, respectively   10     10     10     10  
  Additional paid-in capital         1,769     1,157     714  
  Accumulated deficit         (35,971 )   (31,229 )   (30,212 )
       
 
 
 
    Total shareholders' deficit         (32,484 )   (28,354 )   (22,716 )
       
 
 
 
    Total redeemable convertible preferred stock and shareholders' deficit         (3,749 )   (8,383 )   (6,474 )
       
 
 
 
    Total liabilities, redeemable convertible preferred stock and shareholders' deficit       $ 6,169   $ 3,103   $ 6,679  
       
 
 
 

The accompanying notes are an integral part of these consolidated financial statements.

F-4



BG Medicine, Inc. and Subsidiary

Consolidated Statements of Operations

December 31, 2006, 2005 and 2004

 
   
  Year Ended December 31
 
 
  Note(s)
  2006
  2005
  2004
 
 
   
  (in thousands except share and per share data)

 
Revenue   2   $ 6,046   $ 1,532   $ 2,520  
       
 
 
 
Operating Expenses                        
Research and development expenses   2     7,833     7,131     8,660  
General and administrative expenses         2,405     2,412     2,571  
Gain on sale of property and equipment   4         (307 )   (170 )
       
 
 
 
          10,238     9,236     11,061  
       
 
 
 
Loss from operations         (4,192 )   (7,704 )   (8,541 )

Gain on extinguishment of debt

 

5

 

 


 

 

1,035

 

 

7,228

 
Interest income         24     22     89  
Interest expense   5,8,9,14     (574 )   (1,585 )   (1,463 )
Other income                 104  
       
 
 
 
Net loss       $ (4,742 ) $ (8,232 ) $ (2,583 )
       
 
 
 
Net loss available to common shareholders   2   $ (4,742 ) $ (8,232 ) $ (3,122 )
       
 
 
 
Basic and diluted loss per share   2   $ (0.47 ) $ (0.82 ) $ (0.31 )
       
 
 
 
Basic and diluted weighted average shares outstanding         10,053,352     10,044,023     10,039,176  
       
 
 
 

The accompanying notes are an integral part of these consolidated financial statements.

F-5



BG Medicine, Inc. and Subsidiary

Consolidated Statements of Redeemable Convertible Preferred Stock and Shareholders' Deficit

December 31, 2006, 2005 and 2004

 
   
   
   
  Series A-1 redeemable preferred stock
  Series AE-1 redeemable convertible exchangeable preferred stock
   
   
   
   
   
   
   
   
   
   
   
   
   
 
 
   
  Series A redeemable preferred stock
   
  Series AE-2 preferred stock
  Series AE-3 preferred stock
  Series B preferred stock
  Common stock
   
   
   
   
 
 
   
  Total Redeemable Convertible Preferred Stock
  Additional paid-in capital
  Accumulated other comprehensive income (loss)
   
   
 
 
  Note(s)