SEC 1746
(11-02)

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

	UNITED STATES	OMB APPROVAL
	SECURITIES AND EXCHANGE COMMISSION	OMB Number: 3235-0145
	Washington, D.C. 20549	Expires: December 31, 2005
	SCHEDULE 13D (Rule 13d-101)	Estimated average burden hours per response. . 11

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

RIBOZYME PHARMACEUTICALS, INC.

(Name of Issuer)

COMMON STOCK

(Title of Class of Securities)

762567105

(CUSIP Number)

Oxford Bioscience Partners IV L.P.

mRNA Fund II L.P.

222 Berkeley Street, Suite 1650
Boston, Massachusetts 02116
(617-357-7474)

with a copy to:

Warren T. Lazarow

Sam Zucker

O’Melveny & Myers LLP

990 Marsh Road

Menlo Park, California 94025

(650) 473-2600

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

February 26, 2003

(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 of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ]

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

^* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

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).

CUSIP No. 762567105

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Oxford Bioscience Partners IV L.P.

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			[ X ]
		(b)			[ ]

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) OO

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) N/A

	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 149,945,069¹

			9.	Sole Dispositive Power 0

			10.	Shared Dispositive Power 28,648,040¹

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 149,945,069¹

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) N/A

	13.	Percent of Class Represented by Amount in Row (11) 88.1%²

	14.	Type of Reporting Person (See Instructions) PN

¹ See Item 5.

² See Item 5.

CUSIP No. 762567105

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). MRNA Fund II L.P.

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			[ X ]
		(b)			[ ]

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) OO

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) N/A

	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 149,945,069¹

			9.	Sole Dispositive Power 0

			10.	Shared Dispositive Power 28,648,040¹

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 149,945,069¹

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) N/A

	13.	Percent of Class Represented by Amount in Row (11) 88.1%²

	14.	Type of Reporting Person (See Instructions) PN

CUSIP No. 762567105

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). OBP Management IV L.P.

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			[ X ]
		(b)			[ ]

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) AF

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) N/A

	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 149,945,069¹

			9.	Sole Dispositive Power 0

			10.	Shared Dispositive Power 28,648,040¹

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 149,945,069¹

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) N/A

	13.	Percent of Class Represented by Amount in Row (11) 88.1%²

	14.	Type of Reporting Person (See Instructions) PN

CUSIP No. 762567105

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Jefrrey T. Barnes

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			[ X ]
		(b)			[ ]

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) AF

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) N/A

	6.	Citizenship or Place of Organization United States

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0

			8.	Shared Voting Power 149,945,069¹

			9.	Sole Dispositive Power 0

			10.	Shared Dispositive Power 28,648,040¹

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 149,945,069¹

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) N/A

	13.	Percent of Class Represented by Amount in Row (11) 88.1%²

	14.	Type of Reporting Person (See Instructions) IN

CUSIP No. 762567105

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Michael J. Brennan

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			[ X ]
		(b)			[ ]

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) AF

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) N/A

	6.	Citizenship or Place of Organization United States

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0

			8.	Shared Voting Power 149,945,069¹

			9.	Sole Dispositive Power 0

			10.	Shared Dispositive Power 28,648,040¹

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 149,945,069¹

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) N/A

	13.	Percent of Class Represented by Amount in Row (11) 88.1%²

	14.	Type of Reporting Person (See Instructions) IN

CUSIP No. 762567105

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Mark P. Carthy

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			[ X ]
		(b)			[ ]

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) AF

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) N/A

	6.	Citizenship or Place of Organization United States

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0

			8.	Shared Voting Power 149,945,069¹

			9.	Sole Dispositive Power 0

			10.	Shared Dispositive Power 28,648,040¹

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 149,945,069¹

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) N/A

	13.	Percent of Class Represented by Amount in Row (11) 88.1%²

	14.	Type of Reporting Person (See Instructions) IN

CUSIP No. 762567105

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Jonathan J. Fleming

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			[ X ]
		(b)			[ ]

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) AF

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) N/A

	6.	Citizenship or Place of Organization United States

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0

			8.	Shared Voting Power 149,945,069¹

			9.	Sole Dispositive Power 0

			10.	Shared Dispositive Power 28,648,040¹

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 149,945,069¹

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) N/A

	13.	Percent of Class Represented by Amount in Row (11) 88.1%²

	14.	Type of Reporting Person (See Instructions) IN

CUSIP No. 762567105

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Michael E. Lytton

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			[ X ]
		(b)			[ ]

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) AF

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) N/A

	6.	Citizenship or Place of Organization United States

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0

			8.	Shared Voting Power 149,945,069¹

			9.	Sole Dispositive Power 0

			10.	Shared Dispositive Power 28,648,040¹

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 149,945,069¹

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) N/A

	13.	Percent of Class Represented by Amount in Row (11) 88.1%²

	14.	Type of Reporting Person (See Instructions) IN

CUSIP No. 762567105

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Stella M. Sung

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			[ X ]
		(b)			[ ]

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) AF

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) N/A

	6.	Citizenship or Place of Organization United States

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0

			8.	Shared Voting Power 149,945,069¹

			9.	Sole Dispositive Power 0

			10.	Shared Dispositive Power 28,648,040¹

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 149,945,069¹

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) N/A

	13.	Percent of Class Represented by Amount in Row (11) 88.1%²

	14.	Type of Reporting Person (See Instructions) IN

CUSIP No. 762567105

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Alan G. Walton

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			[ X ]
		(b)			[ ]

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) AF

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) N/A

	6.	Citizenship or Place of Organization United States

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0

			8.	Shared Voting Power 149,945,069¹

			9.	Sole Dispositive Power 0

			10.	Shared Dispositive Power 28,648,040¹

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 149,945,069¹

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) N/A

	13.	Percent of Class Represented by Amount in Row (11) 88.1%²

	14.	Type of Reporting Person (See Instructions) IN

The following constitutes the Amendment No. 1 to Schedule 13D filed by the undersigned (the “Schedule 13D”). The Schedule 13D is amended and restated as follows:

Item 1. Security and Issuer.

(a) The class of equity securities to which this statement relates is common stock, par value $0.01 per share (the “Common Stock”), of Ribozyme Pharmaceuticals, Inc., a Delaware corporation (the “Issuer” or “RPI”) and Common Stock issuable upon the exercise of warrants.

(b) The principal executive offices of the Issuer are located at 2950 Wilderness Place, Boulder, Colorado 80301.

Item 2. Identity and Background.

Set forth below is the following information with respect to the filing on this Schedule 13D: (a) name; (b) business address; (c) principal occupation and name, business and address of employer; (d) information concerning criminal convictions during the last five years; (e) information concerning civil or administrative proceedings under state or federal securities laws during the past five years with respect to any state or federal securities laws; and (f) citizenship.

(a) Oxford Bioscience Partners IV L.P. (“Oxford IV”) and mRNA Fund II L.P. (“MRNA II”) (collectively, the “Funds”); OBP Management IV L.P. (“OBP IV”) which is the sole general partner of Oxford IV and MRNA II; and Jeffrey T. Barnes (“Barnes”), Michael J. Brennan (“Brennan”), Mark P. Carthy (“Carthy”), Jonathan J. Fleming (“Fleming”), Michael E. Lytton (“Lytton”), Stella M. Sung (“Sung”) and Alan G. Walton (“Walton”) (collectively, the “General Partners”) which are the general partners of OBP IV. The persons named in this paragraph are referred to individually herein as a “Reporting Person” and collectively as the “Reporting Persons.”

(b) The address of the principal business office of Oxford IV, MRNA II, OBP IV, Barnes, Brennan, Carthy, Fleming, Lytton and Sung is 222 Berkeley Street, Suite 1650, Boston, Massachusetts 02116. The address of the principal business office of Walton is 315 Post Rd. West, Westport, Connecticut 06880.

(c) The principal business of Oxford IV and MRNA II is to invest in and assist growth-oriented businesses located principally in the United States. The principal business of OBP IV is to manage the affairs of Oxford IV and MRNA II. The principal business of each of the General Partners is to manage the affairs of OBP IV.

(d) During the five years prior to the date hereof, none of the Reporting Persons has been convicted in a criminal proceeding.

(e) During the five years prior to the date hereof, none of the Reporting Persons has been a party to a civil proceeding ending in a judgment, decree or final order

enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws.

f) Each of Oxford IV, MRNA II and OBP IV is a limited partnership organized under the laws of the State of Delaware. Each of the General Partners is a United States citizen.

Item 3. Source and Amount of Funds or Other Consideration.

Pursuant to the Common Stock and Warrant Purchase Agreement (“Common Stock and Warrant Agreement”) among RPI, Oxford IV, MRNA II and various other investors (the “Investors”), dated as of February 11, 2003, Oxford IV agreed to purchase 23,501,566 shares of RPI’s Common Stock at a price of $0.33 per share for total consideration of $7,755,517, and MRNA II agreed to purchase 235,806 shares of RPI’s Common Stock at a price of $0.33 per share for total consideration of $77,816. Under the terms of the Common Stock and Warrant Agreement, Oxford IV also will receive a warrant to purchase 4,861,886 shares of Common Stock at an exercise price of $0.42 per share, and MRNA II will receive a warrant to purchase 48,782 shares of Common Stock at an exercise price of $0.42 per share (collectively, the “Warrants”). The funds used by Oxford IV and MRNA II to acquire the Common Stock and the Warrants were obtained from their investment funds. The closing of the Common Stock and Warrant Agreement is conditioned on, among other things, RPI stockholder approval.

References to and descriptions of the Common Stock and Warrant Agreement as set forth in this Item 3 are qualified in their entirety by reference to the Common Stock and Warrant Agreement, and the Form of Warrant issued under the Common Stock and Warrant Agreement included as Exhibits A and B, respectively, to this Schedule 13D, which are incorporated in their entirety in this Item 3.

Item 4. Purpose of Transaction.

Oxford IV and MRNA II have agreed to purchase the Common Stock and the Warrants for investment purpose and, through representation on the Issuer’s board of directors, to influence the management policies and control of the Issuer with the aim of increasing the value of the Issuer and the investment.

Pursuant to the Common Stock and Warrant Agreement, RPI has agreed to cause a registration statement covering the Common Stock issued pursuant to the Common Stock and Warrant Agreement and the Common Stock issuable upon the exercise of the Warrants to be filed with the SEC no later than five days after the closing of the Common Stock and Warrant Agreement. RPI further agreed to use its best efforts to cause the registration statement to be declared effective under the Securities Act no later than five business days after receipt of notice of “no review” by the SEC or 90 days from the initial filing of such registration statement in the event of SEC review.

Prior to the closing, it is anticipated that four RPI board members will tender resignations to RPI’s board of directors, effective as of the closing of the Common Stock and Warrant Agreement. RPI has agreed to use its best efforts to cause, at the closing,

two persons designated by funds managed or advised by the Sprout Group, one person designated by funds managed or advised by Oxford IV and one person designated by funds managed or advised by Venrock Associates to be appointed as members of the board of directors of the Issuer. Such designees are also entitled to be members of the Issuer’s compensation and nominating committees. Oxford IV, MRNA II, the Sprout Group and Venrock Associates have entered into a voting agreement (the “Voting Agreement”) agreeing to vote their shares to effect such elections for so long as such entities continue to hold specified percentages of the Issuer’s Common Stock.

Pursuant to the Common Stock and Warrant Agreement, RPI has agreed to seek stockholder approval to amend its charter, on or before the closing of the Common Stock and Warrant Agreement, to:

(1) effect a reverse stock split of RPI’s Common Stock whereby RPI shall issue one new share of Common Stock in exchange for not less than five shares nor more than fifteen shares of its outstanding Common Stock, or such other number of shares of its outstanding Common Stock as is mutually agreed upon by RPI and the Investors under the Common Stock and Warrant Agreement; and

(2) allow any action required or allowed to be taken by the stockholders of RPI at any annual or special meeting thereof to be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding RPI stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.

Pursuant to the Common Stock and Warrant Agreement, RPI has agreed to amend its bylaws on or before the closing of the Common Stock and Warrant Agreement to provide the following:

(1) the board of directors will have seven (7) members;

(2) the board of directors shall have an audit committee, the composition and duties of which shall be in compliance with all applicable federal and state securities laws and NASD Rules, and which shall consist of three (3) members of the board of directors;

(3) the board of directors shall have a nominating committee, the composition and duties of which shall be in compliance with all applicable federal and state securities laws and NASD Rules, and which shall consist of three (3) members of

the board of directors at least one of whom must not be an affiliate of any Investor. The duties of the nominating committee will include recommending to the board of directors for approval the hiring and termination of any executive officer of RPI, including the Chief Executive Officer and Chief Financial Officer, and nominating any new member of the board of directors; and

(4) the board of directors shall have a compensation committee, the composition and duties of which shall be in compliance with all applicable federal and state securities laws and NASD Rules, and which shall consist of three (3) members of the board of directors, at least one of whom must not be an affiliate of any Investor. The duties of the compensation committee will include authorizing the compensation of any executive officer, setting number of shares reserved under RPI’s option pool, and setting employee compensation guidelines.

After the closing of the Common Stock and Warrant Agreement, RPI will not, without the approval of a majority of the total number of directors then in office:

(1) authorize, offer, sell or issue any equity or debt securities of RPI;

(2) incur indebtedness for borrowed money or guarantee or act as a surety for any debt which individually or in the aggregate is in excess of $500,000;

(3) grant a security interest in assets of RPI which individually or in the aggregate have a value in excess of $500,000;

(4) sell, lease, sublease, license or otherwise transfer any of the rights, title and interest in any material Company Intellectual Property;

(5) purchase, license or otherwise acquire any of the rights, title or interest in any material Intellectual Property of any third party relating to pharmaceuticals or biologics;

(6) approve any annual business plan or budget or any material revisions thereto; or

(7) hire or terminate any executive officer of RPI, including the Chief Executive Officer and Chief Financial Officer.

References to and descriptions of the Common Stock and Warrant Agreement as set forth in this Item 4 are qualified in their entirety by reference to the Common Stock and Warrant Agreement and the Form of Warrant issued under the Common Stock and Warrant Agreement, included as Exhibits A and B, respectively, to this Schedule 13D, which are incorporated in their entirety in this Item 4. References to and descriptions of the Voting Agreement as set forth in this Item 4 are qualified in their entirety by reference to the Voting Agreement, included as Exhibit C to this Schedule 13D, which is incorporated in its entirety in this Item 4.

Item 5. Interest in Securities of the Issuer.

(a) OBP IV is the general partner of Oxford IV and MRNA II. Oxford IV has the right to acquire 23,501,566 shares of the Issuer pursuant to the Common Stock and Warrant Agreement. In addition, Oxford IV has the right to acquire a warrant to purchase 4,861,886 shares of the Issuer’s Common Stock pursuant to the Common Stock and Warrant Agreement.

MRNA II has the right to acquire 235,806 shares of the Issuer pursuant to the Common Stock and Warrant Agreement. In addition, MRNA II has the right to acquire

a warrant to purchase 48,782 shares of the Issuer’s Common Stock pursuant to the Common Stock and Warrant Agreement.

Under SEC rules, and by virtue of their relationship as affiliated limited partnerships and shared general partner (OBP IV), Oxford IV and MRNA II may be deemed to share voting power and the power to direct the disposition of the shares of Common Stock which each partnership owns of record. OBP IV, as the general partner of Oxford IV and MRNA II, may also be deemed to own beneficially the shares of Oxford IV and MRNA II. OBP IV, Barnes, Brennan, Carthy, Fleming, Lytton, Sung and Walton are general partners of OBP IV and accordingly may be deemed to own beneficially the shares held by Oxford IV and MRNA II. Oxford IV, OBP IV, Barnes, Brennan, Carthy, Fleming, Lytton, Sung and Walton expressly disclaim beneficial ownership of the shares that MRNA II has the right to acquire and MRNA II, OBP IV, Barnes, Brennan, Carthy, Fleming, Lytton, Sung and Walton expressly disclaim beneficial ownership of the shares that Oxford IV has the right to acquire.

Pursuant to the Voting Agreement, OBP IV and MRNA II have agreed with certain of the Investors to vote their shares for certain nominees to the Issuer’s board of directors. OBP IV and MRNA II retain voting power with regard to all other matters. Accordingly, the Funds may be deemed to be a Group, and thus may be deemed to share power to vote or direct the vote, and beneficially own an aggregate of 149,945,069 shares of the Issuer’s Common Stock. This includes 23,737,372 shares of the Issuer’s Common Stock issuable to the Funds pursuant to the Common Stock and Warrant Purchase Agreement, 4,910,668 shares of the Issuer’s Common Stock issuable upon the exercise of warrants issuable to the Funds pursuant to the Common Stock and Warrant Agreement, 100,505,050 shares of the Issuer’s Common Stock issuable to the other parties to the Voting Agreement pursuant to the Common Stock and Warrant Agreement and 20,791,979 shares of Common Stock issuable upon the exercise of warrants issuable to the other parties to the Voting Agreement pursuant to the Common Stock and Warrant Agreement. Collectively, the aggregate number of securities beneficially owned by the Funds and the other parties to the Voting Agreement, represents approximately 88.1% of the Issuer’s outstanding Common Stock, as adjusted pursuant to Rule 13d-3(d)(1) promulgated under the Securities Act.

These percentages are calculated based upon 170,230,425 shares of the Issuer’s Common Stock outstanding, as adjusted pursuant to Rule 13d-3(d)(1) promulgated under the Securities Act, which is the sum of: (a) 20,285,356 shares of the Issuer’s Common Stock outstanding as reported by the Issuer in the Common Stock and Warrant Agreement; (b) 23,737,372 shares of Common Stock issuable to the Funds pursuant to the Common Stock and Warrant Agreement; (c) 4,910,668 shares of Common Stock issuable to the Funds upon exercise of the Warrants issuable pursuant to the Common Stock and Warrant Agreement; (d) 100,505,050 shares of the Issuer’s Common Stock issuable to the other parties to the Common Stock and Warrant Agreement; and (e) 20,791,979 shares of Common Stock issuable upon the exercise of warrants issuable to the other parties to the Voting Agreement pursuant to the Common Stock and Warrant Agreement.

If the shares of Common Stock are issued to the Funds and the other parties to the Voting Agreement pursuant to the Common Stock and Warrant Agreement, the shares issuable to the other parties to the Common Stock and Warrant Agreement will be issued. Accordingly, upon the issuance of the shares of Common Stock to the Funds: (i) Oxford IV will own of record Common Stock and warrants to purchase Common Stock equal to approximately 17.1% of the Issuer’s outstanding Common Stock, as adjusted pursuant to Rule 13d-3(d)(1) promulgated under the Securities Act.; (ii) MRNA II will own of record Common Stock and warrants to purchase Common Stock equal to approximately 0.2% of the Issuer’s outstanding Common Stock, as adjusted pursuant to Rule 13d-3(d)(1) promulgated under the Securities Act.; and (iii) if the Funds and the other parties to the Voting Agreement are deemed a Group, the Reporting Persons will be deemed to beneficially own approximately 78.3% of the Issuer’s outstanding Common Stock, as adjusted pursuant to Rule 13d-3(d)(1) promulgated under the Securities Act. These percentages include the total 145,454,542 shares of Common Stock issuable pursuant to the Common Stock and Warrant Agreement upon RPI stockholder approval.

Each of the Reporting Persons expressly disclaims beneficial ownership of the securities held of record by the other parties to the Voting Agreement except as described herein for the limited purpose of the Voting Agreement.

(b) Number of shares as to which each person named in paragraph (a) above has:

(i) sole power to vote or to direct the vote: 0 shares for the Funds, OBP IV and the General Partners. Each of the other parties to the Voting Agreement has represented to the Reporting Persons that it has sole power to vote or to direct the vote of 0 shares.

(ii) shared power to vote or to direct the vote: 149,945,069 shares for the Funds, OBP IV and the General Partners. Each of the other parties to the Voting Agreement has represented to the Reporting Persons that it has shared power to vote or to direct the vote of 149,945,069 shares.

(iii) sole power to dispose or to direct the disposition of: 0 shares for the Funds, OBP IV and the General Partners. Venrock Associates has represented to the Reporting Persons that it has sole power to dispose or to direct the disposition of 0 shares. The Sprout Group has represented to the Reporting Persons that it has sole power to dispose or to direct the disposition of 83,505,995 shares.

(iv) shared power to dispose or to direct the disposition of: 28,648,040 shares for the Funds, OBP IV and the General Partners. Venrock Associates has represented to the Reporting Persons that it has shared power to dispose or to direct the disposition of 45,105,425 shares. The Sprout Group has represented to the Reporting Persons that it has shared power to dispose or direct the disposition of 0 shares.

(c) Except as set forth above, none of the Reporting Persons, nor the other parties to the Voting Agreement (to the knowledge of the Reporting Persons), has effected any transaction in the Common Stock in the last 60 days.

(d) No other person is known by the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or any proceeds from the sale of the shares beneficially owned by any of the Reporting Persons.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

The information provided or incorporated by reference in Item 3 and Item 4 is hereby incorporated by reference.

To the best of the knowledge of Oxford IV and MRNA II, there are no other contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any person with respect to any securities of the Issuer.

Item 7. Material to be filed as Exhibits.

A. Common Stock and Warrant Purchase Agreement dated as of February 11, 2003, by and among RPI and the Investors. (Incorporated by reference to Exhibit 99.1 of RPI’s Current Report on Form 8-K filed with the Commission on February 14, 2003).

B. Form of Warrant issued under the Common Stock and Warrant Purchase Agreement dated as of February 11, 2003. (Incorporated by reference to Exhibit 99.2 of RPI’s Current Report on Form 8-K filed with the Commission on February 14, 2003).

C. Voting Agreement dated as of February 26, 2003, by and among certain of the Investors.

D. Agreement regarding filing of joint Schedule 13D.

SIGNATURES

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: March 3, 2003

				OXFORD BIOSCIENCE PARTNERS IV L.P.
				by its General Partner, OBP MANAGEMENT IV L.P.

				By: /s/ Jonathan J. Fleming
				Name: Jonathan J. Fleming
				Title: General Partner


				MRNA FUND II L.P.
				By its General Partner, OBP MANAGEMENT IV L.P.

				By: /s/ Jonathan J. Fleming
				Name: Jonathan J. Fleming
				Title: General Partner


				OBP MANAGEMENT IV L.P.

				By: /s/ Jonathan J. Fleming
				Name: Jonathan J. Fleming
				Title: General Partner

				/s/ Jeffrey T. Barnes
				Jeffrey T. Barnes

				/s/ Michael J. Brennan
				Michael J. Brennan

				/s/ Mark P. Carthy
				Mark P. Carthy


				/s/ Jonathan J. Fleming
				Jonathan J. Fleming

				/s/ Michael E. Lytton
				Michael E. Lytton

				/s/ Stella M. Sung
				Stella M. Sung

				/s/ Alan G. Walton
				Alan G. Walton

EXHIBIT INDEX

C. Voting Agreement dated as of February 26, 2003, by and among certain of the Investors.

D. Agreement regarding filing of joint Schedule 13D.

Exhibit C

VOTING AGREEMENT

THIS VOTING AGREEMENT (the “Agreement”) is made and entered into this 26th day of February, 2003, by and among DLJ Capital Corporation, Sprout Capital IX, L.P., Sprout Entrepreneurs’ Fund, L.P., Sprout IX Plan Investors, L.P., Venrock Associates, Venrock Associates III, L.P., Venrock Entrepreneurs Fund III, L.P., Oxford Bioscience Partners IV L.P. and mRNA Fund II, L.P. (each an Investor, and, collectively, the “Investors”).

WITNESSETH:

WHEREAS, the Investors have agreed to purchase shares of common stock of Ribozyme Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and warrants to purchase shares of the Company’s common stock pursuant to that certain Common Stock and Warrant Purchase Agreement (the “Purchase Agreement”), dated as of February 11, 2003, by and among the Company and the Investors; and

WHEREAS, the Investors wish to set forth certain rights and restrictions related to the voting of their respective shares of capital stock in the Company to ensure that each vote their shares of the Company’s voting stock in favor of certain designees to the Company’s Board of Directors and such other voting arrangements set forth herein;

NOW, THEREFORE, in consideration of these premises and the mutual covenants, terms and conditions contained herein, the Investors hereto agree as follows:

1. Agreement to Vote. Each Investor hereby agrees to hold all of the shares of the Company’s capital stock now owned or subsequently acquired by such Investor (hereinafter collectively referred to as the “Shares”) subject to, and to vote the Shares at a regular or special meeting of stockholders (or by written consent) in accordance with, the provisions of this Agreement.

2. Election of Directors.

(a) For so long as funds managed or advised by Sprout Group, including, but not limited to, DLJ Capital Corporation, Sprout Capital IX, L.P., Sprout Entrepreneurs’ Fund, L.P. and Sprout IX Plan Investors L.P. (collectively, “Sprout”), hold at least 20% of all the outstanding shares of common stock of the Company, the Investors shall each vote at any regular or special meeting of the stockholders (or by written consent) such number of voting securities of the Company then owned by them (or as to which they then have voting power) to elect two (2) persons designated by Sprout, one of whom must be reasonably acceptable to funds managed and advised by Venrock Associates, including, but not limited to Venrock Associates, Venrock Associates III, L.P., Venrock Entrepreneurs Fund III, L.P. (collectively “Venrock”), and funds managed and advised by Oxford Bioscience Partners IV, including, but not limited to, Oxford Bioscience Partners IV, L.P. and mRNA Fund II, L.P. (collectively “Oxford”) (each a “Sprout Designee”). For so long as Sprout holds at least 10% of all the outstanding shares of common stock, the Investors shall each vote at any regular or special meeting of the stockholders (or by written consent) such number of voting securities of the Company then owned by them (or as to which they then have voting power) to elect one of the Sprout Designees to the board of directors of the Company in any election of directors. For so long as any Sprout Designee remains a member of the board of directors

and as permitted by applicable law, then the compensation committee and the nominating committee (or any committees that have substantially similar authorities) will include a Sprout Designee.

(b) For so long as Oxford holds at least 10% of all the outstanding shares of common stock of the Company, the Investors shall each vote at any regular or special meeting of the stockholders (or by written consent) such number of voting securities of the Company then owned by them (or as to which they then have voting power) to elect one person designated by Oxford to the board of directors of the Company in any election of directors. For so long as any Oxford Designee remains a member of the board of directors and as permitted by applicable law, then the compensation committee (except during periods in which the compensation committee contains a Venrock Designee (as defined below)) and the nominating committee (or any committees that have substantially similar authorities) will include an Oxford Designee.

(c) For so long as Venrock holds at least 10% of all the outstanding shares of common stock of the Company, the Investors shall each vote at any regular or special meeting of the stockholders (or by written consent) such number of voting securities of the Company then owned by them (or as to which they then have voting power) to elect one person designated by Venrock to the board of directors of the Company in any election of directors. For so long as any Venrock Designee remains a member of the board of directors and as permitted by applicable law, then the compensation committee (except during periods in which the compensation committee contains an Oxford Designee) and the nominating committee (or any committees that have substantially similar authorities) will include a Venrock Designee.

3. Removal. Any director of the Company may be removed from the board in the manner allowed by law and the Company’s Certificate of Incorporation and Bylaws, but with respect to a director designated pursuant to subsections 2(a), 2(b) and 2(c) above, only upon the vote or written consent of the stockholders and entities entitled to designate such director. Any vacancy caused by the death, resignation or removal of a director designated pursuant to Section 2(a), 2(b) or 2(c) above shall be filled by the vote or written consent of the stockholders and entities entitled to designate such director.

4. No Liability for Election of Recommended Directors. Neither the Investors, nor any officer, director, stockholder, partner, employee or agent of such Investor, makes any representation or warranty as to the fitness or competence of the nominee of any Investor hereunder to serve on the Company’s Board of Directors by virtue of such Investor’s execution of this Agreement or by the act of such Investor in voting for such nominee pursuant to this Agreement.

5. Specific Enforcement. It is agreed and understood that monetary damages would not adequately compensate an injured Investor for the breach of this Agreement, that this Agreement shall be specifically enforceable, and that any breach or threatened breach of this Agreement shall be the proper subject of a temporary or permanent injunction or restraining order. Further, each Investor waives any claim or defense that there is an adequate remedy at law for such breach or threatened breach.

6. Captions. The captions, headings and arrangements used in this Agreement are for convenience only and do not in any way limit or amplify the terms and provisions hereof.

7. Notices. Any notice required or permitted by this Agreement shall be in writing and shall be sent prepaid registered or certified mail, return receipt requested, addressed to the other party at the address shown in the Purchase Agreement.

8. Term. This Agreement shall terminate and be of no further force or effect upon the written consent of (i) the holders of a majority of the then outstanding Shares held by Oxford, (ii) a majority of the then outstanding Shares held by Sprout, and (iii) a majority of the then outstanding Shares held by Venrock (such consent being the “Consent of the Investors”).

9. Manner of Voting. The voting of shares pursuant to this Agreement may be effected in person, by proxy, by written consent, or in any other manner permitted by applicable law.

10. Amendments and Waivers. Any term hereof may be amended and the observance of any term hereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only with the Consent of the Investors. Any amendment or waiver so effected shall be binding upon all the Investors hereto and their affiliates.

11. Stock Splits, Stock Dividends, etc. In the event of any issuance of shares of the Company’s voting securities hereafter to any of the Investors (including, without limitation, in connection with any stock split, stock dividend, recapitalization, reorganization, or the like), such shares shall become subject to this Agreement.

12. Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be held to be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement.

13. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to conflicts of law principles thereof.

14. Entire Agreement. This Agreement is intended to be the sole agreement of the Investors as it relates to this subject matter and does hereby supersede all other agreements of the Investors relating to the subject matter hereof.

15. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

16. Delays or Omissions. It is agreed that no delay or omission to exercise any right, power or remedy accruing to any Investor, upon any breach, default or noncompliance of another party under this Agreement shall impair any such right, power or remedy, nor shall it be construed to be a waiver of any such breach, default or noncompliance, or any acquiescence therein, or of any similar breach, default or noncompliance thereafter occurring. It is further agreed that any waiver, permit, consent or approval of any kind or character on any party’s part of any breach, default or noncompliance under the Agreement or any waiver on such party’s part of any provisions or conditions of this Agreement must be in writing and shall be effective only to the extent specifically set forth in such writing. All remedies, either under this Agreement, by law, or otherwise afforded to the parties, shall be cumulative and not alternative.

17. Aggregation of Stock. All shares held or acquired by affiliated entities or persons or persons or entities under common management or control shall be aggregated together for the purpose of determining the availability of any rights under this Agreement.

18. Board Size. The Investors shall vote or cause to be voted at a regular or special meeting of stockholders (or by written consent) all of their shares of capital stock to ensure that the size of the Company’s Board of Directors shall be set and remain at seven (7) directors.

19. Changein Certificate of Incorporation or Bylaws. The Investors will not vote for any amendment or change to the Company’s Certificate of Incorporation or Bylaws inconsistent with the terms of this Agreement.

20. No Revocation; No Other Agreements. The voting agreements contained herein are coupled with an interest and may not be revoked during the term of this Agreement. None of the Investors is a party or is subject to or bound by any agreement or trust, whether with one or more other Investors or with any other person or entity, relating to the voting of the Company’s capital stock (except for this Agreement), or that would be inconsistent with any of their obligations set forth herein.

[Remainder of page intentionally left blank]

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

INVESTORS:

DLJ CAPITAL CORPORATION

By:			/s/ Philippe O. Chambon
Name: Philippe O. Chambon
Title: Managing Director


SPROUT CAPITAL IX, L.P.
		By: DLJ Capital Corporation
		Its: Managing General Partner

By:				/s/ Philippe O. Chambon
Name: Philippe O. Chambon
Title: Managing Director


SPROUT ENTREPRENEURS’ FUND, L.P.
	By: DLJ Capital Corporation
	Its: General Partner

By:		/s/ Philippe O. Chambon
Name: Philippe O. Chambon
Its: Managing Director


SPROUT IX PLAN INVESTORS, L.P
	By: DLJ LBO Plans Management Corporation
	Its: General Partner

By:	/s/ Philippe O. Chambon
Name: Philippe O. Chambon
Title: Attorney in Fact


	VENROCK ASSOCIATES,
		by a General Partner
	VENROCK ASSOCIATES III, L.P.,
		by its General Partner, Venrock
		Management III LLC
	VENROCK ENTREPRENEURS FUND III, L.P.,
		by its General Partner, VEF
		Management III LLC

	By:	/s/ Bryan E. Roberts
	Name: Bryan E. Roberts
	As a General Partner or Member


	OXFORD BIOSCIENCE PARTNERS IV, L.P.
	By: OBP Management IV L.P., its general partner

	By:	/s/ Alan G. Walton
	Name: Alan G. Walton
	Title: General Partner


	MRNA FUND II, L.P.
	By: OBP Management IV L.P., its general partner

	By:	/s/ Alan G. Walton
	Name: Alan G. Walton
	Title: General Partner

Under the Securities Exchange Act of 1934 (Amendment No. 1)*

Under the Securities Exchange Act of 1934
(Amendment No. 1)*