X0202 3 2006-05-09 0 0001178711 NOVACEA INC NOVC 0001237289 SANDELL SCOTT D 1119 ST. PAUL STREET BALTIMORE MD 21202 0 0 1 0 Series B Preferred Stock 0.00 Common Stock 2086411 I See Note 4 Series C Preferred Stock 0.00 Common Stock 1660458 I See Note 4 Each share of preferred stock will automatically convert into common stock upon the closing of the Issuer's initial public offering. The securities are immediately convertible. The expiration date is not relevant to the conversion of these securities. The Reporting Person is a general partner of NEA Partners 10, Limited Partnership, which is the sole general partner of New Enterprise Associates 10, Limited Partnership ("NEA 10"), the beneficial owner of the securities. The Reporting Person disclaims ownership, within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, of the securities held by NEA 10, except to the extent of his pecuniary interest therein. In addition to the shares reported herein, NEA Ventures 2002, L.P. owns Series B Preferred shares convertible into 4,181 shares of Common Stock of the Issuer. The Reporting Person does not have voting nor dispositive power over such shares. The Reporting Person disclaims beneficial ownership, within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, of such portion of those shares in which the Reporting Person has no actual pecuniary interest therein. Louis S. Citron, attorney-in-fact 2006-05-09