SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)

ICAGEN, INC.

(Name of Issuer)

Common Stock, par value $0.001

(Title of Class of Securities)

45104P500

(CUSIP Number)

Dominique Sémon

Merlin BioMed Private Equity Advisors, LLC

424 West 33rd Street, Suite 520,

New York, NY  10001

Telephone: (646) 227-5200

With a copy to:

Robert M. Katz

Shearman & Sterling LLP

599 Lexington Avenue

New York, New York 10022

Telephone: (212) 848-4000

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

August 25, 2011

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because § 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g) check the following box o.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No.  45104P500 Page 2 of 7 Pages

1	NAME OF REPORTING PERSON Merlin BioMed Private Equity Advisors, LLC (IRS No. 13-4178606)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) o (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)			o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 750,000
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 750,000
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 750,000
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)			o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.5%
14	TYPE OF REPORTING PERSON (See Instructions) OO

Page 2 of 7 Pages

SCHEDULE 13D

CUSIP No.  45104P500 Page 3 of 7 Pages

1	NAME OF REPORTING PERSON Merlin Nexus III, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) o (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)			o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 750,000
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 750,000
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 750,000
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)			o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.5%
14	TYPE OF REPORTING PERSON (See Instructions) PN

Page 3 of 7 Pages

SCHEDULE 13D

CUSIP No.  45104P500 Page 4 of 7 Pages

1	NAME OF REPORTING PERSON Dominique Sémon
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) o (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)			o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Switzerland
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 750,000
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 750,000
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 750,000
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)			o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.5%
14	TYPE OF REPORTING PERSON (See Instructions) IN

Page 4 of 7 Pages

This Amendment No. 2 (this “Amendment No. 2”) amends and supplements the Statement on Schedule 13D filed with the Securities and Exchange Commission on July 29, 2011, as subsequently amended and supplemented by the amendment thereto filed on August 11, 2011 (collectively, the “Schedule 13D”) which relates to the common stock, par value $0.001 (the “Common Stock”), of Icagen, Inc., a Delaware corporation (the “Issuer”).  Capitalized terms used herein and not otherwise defined have the meaning assigned to such terms in the Schedule 13D.  All items or responses not described herein remain as previously reported in the Schedule 13D.

ITEM 4. Purpose of Transaction

Item 4 is hereby amended and supplemented by adding the following immediately after the fifth paragraph thereof:

On August 25, 2011, Merlin Nexus and New Leaf jointly sent a letter (the “August 25 Joint Letter”) and issued a Press Release (the “August 25 Press Release”).  The August 25 Joint Letter states the belief of Merlin Nexus and New Leaf that, based on currently available public information, the offer price in the Proposed Transaction undervalues the Issuer and the future value of its assets, including several research and development programs for therapies for the treatment of pain.  The August 25 Joint Letter further states that Pfizer has access to certain clinical trial data, which provides it with an unfair informational advantage not afforded to all investors to determine the value of a certain Issuer program involving pain therapy.  The August 25 Joint Letter also states the belief of Merlin Nexus and New Leaf that the Issuer’s Board of Directors chose not to pursue other strategic options that could have allowed the Issuer’s pain programs currently partnered with Pfizer to reach significant milestones and create additional value for all stockholders.  The August 25 Joint Letter reiterates that the Reporting Persons and New Leaf would not tender their shares in the Proposed Transaction on the current terms.  The Reporting Persons disclaim beneficial ownership of all shares held by New Leaf and its affiliates.

The references to the August 25 Joint Letter and the August 25 Press Release are qualified in their entirety by reference to the August 25 Joint Letter and the August 25 Press Release, copies of which are filed as Exhibits 6 and 7 to this Amendment No. 2 and incorporated herein by reference as if set forth in their entirety.

ITEM 7 Material to be Filed as Exhibits

The following are filed herewith as Exhibits to this Amendment No. 2:

Exhibit	Description
6.	August 25 Joint Letter, dated August 25, 2011.
7.	August 25 Press Release, issued August 25, 2011.

Page 5 of 7 Pages

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated:  August 25, 2011

MERLIN BIOMED PRIVATE EQUITY INVESTORS, LLC

By: DOMINIQUE SÉMON, Managing Member

/s/ Dominique Sémon

MERLIN NEXUS III, L.P.
By: MERLIN NEXUS III, LLC., General Partner
/s/ Dominique Sémon
Name:	Dominique Sémon
Title:	Managing Member

/s/ Dominique Sémon
Name:	Dominique Sémon

Page 6 of 7 Pages

EXHIBIT INDEX

Exhibit	Description
1.	Joint Letter, dated July 28, 2011 to the Board of Directors of the Issuer.*
2.	Press Release, issued July 28, 2011.*
3.	Joint Filing Agreement, dated July 29, 2011, between Merlin BioMed Private Equity Advisors, LLC, Merlin Nexus III, L.P. and Dominique Sémon.*
4.	August 11 Joint Letter, dated August 11, 2011 to the Board of Directors of the Issuer.*
5.	August 11 Press Release, issued August 11, 2011.*
6.	August 25 Joint Letter, dated August 25, 2011.
7.	August 25 Press Release, issued August 25, 2011.

*Previously filed.

Page 7 of 7 Pages

EX-99.6

[NLV/Merlin Letterhead]

August 25, 2011

We reiterate our position that the current terms of the proposed Pfizer acquisition do not reflect the fair value of Icagen’s assets.  We are disappointed that the transaction was announced ahead of near-term milestones and we do not intend to tender our shares under the current terms, or based on current public information about Icagen’s prospects.

We base our opinions mainly on facts described in SEC filings and offer our arguments against the current terms of the transaction:

(1) Pfizer is seeking to acquire Icagen for $56 million but the true cost to Pfizer to acquire the company’s assets is only $22 million when near-term R&D and milestone payments as well as the cash Icagen currently owns are put into the equation.  This cost would be even lower if the Pfizer-Icagen R&D collaboration were renewed after it expires later this year.

(2) Icagen has several R&D programs that could lead to breakthrough therapies for the treatment of pain, representing potentially multi-billion dollar commercial opportunities.  Pfizer's most recent SEC filing indicates that “neuroscience and pain” is one of its five high-priority therapeutic areas with the highest potential to deliver value.  Ion channels were identified as an area of focus by Pfizer's leadership team.  They state, "Icagen’s development platform, expertise and know-how in the ion channel space was seen as a potential source of new opportunities for Pfizer, beyond the opportunities available under the parties’ Collaborative Agreement."1  We conservatively estimate that Icagen’s pain programs alone could be worth $100-165 million or $11-19 a share.

(3) A 2006 paper in the journal Nature described the ion channels targeted by this collaboration and the families who have genetic mutations that prevent them from feeling pain.  The authors write, "The complete inability to sense pain in an otherwise healthy individual is a very rare phenotype."2  Pfizer understands the value of these targets as they funded this study and two of the co-authors are Pfizer employees. 

1 Pfizer Schedule to Tender Offer Statement (Amendment No. 1), August 19, 2011 

2 Cox, J. et al., "An SCN9A channelopathy causes congenital inability to experience pain", Nature, Vol. 444, 14 (December 14, 2006): 894-898

(4) Pfizer initiated the phase I study of the partnership’s lead compound in December 2010 and proposed to acquire Icagen in July 2011 after having declined an acquisition on numerous prior occasions.  Pfizer's actions suggest that the data are trending positive for the following reasons:  1) the first study was advanced to a second study suggesting that so far the drug is safe, 2) the study was designed to measure signs of activity such as heat pain or odor because families with the genetic mutations have both an inability to feel pain and a reduced sense of smell, and 3) the trial data are open to Pfizer as they are required to monitor safety.  These data provide Pfizer with an unfair advantage not afforded to all investors to determine the value of this program.

(5) Icagen's Board chose not to pursue other strategic options that could have allowed the pain programs currently partnered with Pfizer to reach significant milestones and create additional value for all shareholders.

We believe these arguments were important to consider in our decision not to tender our shares.  We are not opposed to the acquisition of Icagen by Pfizer at a fair price, but ask for a fair process under which the information held by Pfizer is shared so all stockholders can make an informed decision.  If Pfizer chooses to keep the details of its partnered programs confidential, based on publicly available information we have to assume the data must be positive and could potentially lead to a commercial opportunity with significant milestones and royalties worth much more than the current price being offered by Pfizer.

EX-99.7

Merlin Nexus and New Leaf Venture Partners Continue to Contest

Proposed $56 Million Acquisition of Icagen by Pfizer

True Acquisition Cost to Pfizer Estimated at Approximately $22 Million, Yet Icagen’s Pain
Programs Are Estimated to Be Worth $100-165 million

Pfizer Possess Information Not Available to Other Potential Acquirers

New York, NY, August 25, 2011 – Merlin Nexus and New Leaf Venture Partners (NLV Partners) have contested the terms of Icagen’s (Nasdaq: ICGN) proposed acquisition by Pfizer Inc (NYSE: PFE) in a letter filed today with the SEC.  According to a July 20, 2011 press announcement, Pfizer plans to purchase the shares of Icagen stock it already does not own at a price of $6.00 per share, resulting in an aggregate transaction value of approximately $56 million.  In the past month, Merlin Nexus and NLV Partners, both stockholders in Icagen, have sent two letters to the Icagen Board contesting the price of the acquisition.  The current letter affirms that the “terms of the proposed Pfizer acquisition do not reflect the fair value of Icagen’s assets.”  Further, both stockholders expressed their disappointment “that the Icagen acquisition was announced ahead of near-term milestones, and [they] do not intend to tender [their] shares under the current terms.”

In the current letter, Merlin Nexus and NLV Partners state that “the true cost to Pfizer to acquire the company’s assets is only $22 million when near-term R&D and milestone payments as well as the cash Icagen currently owns are put into the equation.  This cost would be even lower if the Pfizer-Icagen R&D collaboration were renewed after it expires later this year."

The letter references conservative estimates of the value of Icagen’s pain programs alone at as much as $100-165 million or $11-19 a share.  Unfortunately, as noted in the letter, “Icagen's Board chose not to pursue other strategic options that could have allowed the pain programs currently partnered with Pfizer to reach significant milestones and create additional value for all shareholders.”

Pfizer advanced the first of Icagen's proprietary compounds (PF-05089771) into a phase I single dose escalation study in December 2010, and this trial was expected to have been completed in March 2011.  According to the letter, “trial data are open to Pfizer as they are required to monitor safety.  These data provide Pfizer with an unfair advantage not afforded to all investors to determine the value of this program.”

The letter concludes as follows:  “We are not opposed to the acquisition of Icagen by Pfizer at a fair price, but ask for a fair process under which the information held by Pfizer is shared so all Stockholders can make an informed decision.  If Pfizer chooses to keep the details of its partnered programs confidential, based on publicly available information we have to assume the data must be positive and could potentially lead to a commercial opportunity with significant milestones and royalties worth much more than the current price being offered by Pfizer.”

About Merlin Nexus

Merlin Nexus, based in New York, is an investment management company focused on crossover private equity investing in the life sciences industry.  Merlin Nexus invests globally in private and public healthcare companies and manages several crossover private equity funds with capital commitments totaling $200 million.  Our investor base consists of financial institutions, funds of funds, family offices and high net worth individuals.

About NLV Partners

New Leaf Venture Partners is a leader in healthcare technology venture investing.  Our investment professionals bring a unique blend of technological, clinical, and operational experience to our investments.  We work closely with our entrepreneurs to help build successful portfolio companies.  We focus primarily on later-stage biopharmaceutical products, early-stage medical devices, and laboratory infrastructure technologies.

New Leaf currently manages $1.1 billion in assets.  This includes our newest fund, New Leaf Ventures II, L.P., which closed with commitments of $450 million in October 2007, New Leaf Ventures I, L.P. and the healthcare technology portfolio of the Sprout Group, one of the oldest U.S. venture capital fund groups.  For more information please visit http://www.nlvpartners.com

Contacts:

Media:

Burns McClellan on behalf of NLV Partners

Justin Jackson, (212) 213-0006

jjackson@burnsmc.com

Investors/Stockholders:

Okapi Partners LLC

Geoff Sorbello/Patrick McHugh, (212) 297-0720

info@okapipartners.com