SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* Merlin BioMed Private Equity Advisors, L.L.C. (Last) (First) (Middle) 424 WEST 33RD STREET, SUITE 520 (Street) NEW YORK NY 10001 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 05/18/2011	3. Issuer Name and Ticker or Trading Symbol ICAGEN INC [ ICGN ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	750,000	I	See Footnotes(1)(2)(3)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* Merlin BioMed Private Equity Advisors, L.L.C. (Last) (First) (Middle) 424 WEST 33RD STREET, SUITE 520 (Street) NEW YORK NY 10001 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Semon Dominique (Last) (First) (Middle) 424 WEST 33RD STREET, SUITE 520 (Street) NEW YORK NY 10001 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. As of May 18, 2011, the Reporting Persons hold 750,000 shares of common stock of Icagen, Inc. ("Common Stock"), on behalf of other persons who have the right to receive or the power to direct the receipt of dividends or proceeds from the sale of such securities. Of this amount, Merlin Nexus III, L.P. ("the Fund") holds 750,000 shares of Common Stock. Merlin Biomed Private Equity Advisors, LLC ("Advisors"), is the management company of the Fund and pursuant to its authority under its investment management contract with the Fund, may be considered to hold indirectly 750,000 shares of Common Stock.

2. Dominique Semon, a natural person, is the managing member of both Advisors and Merlin Nexus III, LLC, the general partner ("General Partner") of the Fund. The Fund owns direct interests in the reported securities. Dominique Semon, owns controlling interests in Advisors and the General Partner. Pursuant to certain agreements and relationships, Advisors and the General Partner have discretionary investment management authority with respect to the assets of the Fund. Such authority includes the power to vote and otherwise dispose of securities purchased by Advisors and the Fund.

3. The Reporting Persons disclaim beneficial ownership except to the extent of their pecuniary interest. This report shall not be deemed an admission that the Reporting Persons are beneficial owners for the purpose of Section 16 of the Exchange Act of 1934, as amended, or for any other purpose.

	/s/ Dominique Semon	05/26/2011
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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