X0202 3 2004-12-14 0 0000810509 NEOPROBE CORP NEOP.OB 0001281446 GREAT POINT PARTNERS LLC 2 PICKWICK PLAZA, SUITE 450 GREENWICH CT 06830 0 0 1 0 0001239607 JAY JEFFREY R 2 PICKWICK PLAZA, SUITE 450 GREENWICH CT 06830 0 0 1 0 8% Series A Convertible Promissory Note 0.40 2004-12-14 2008-12-12 Common Stock 11000000 I By Biomedical Value Fund, L.P. 8% Series A Convertible Promissory Note 0.40 2004-12-14 2008-12-12 Common Stock 9000000 I By Biomedical Offshore Value Fund, Ltd. Warrant 0.46 2004-12-14 2009-12-13 Common Stock 5800000 I By Biomedical Value Fund, L.P. Warrant 0.46 2004-12-14 2009-12-13 Common Stock 4500000 I By Biomedical Offshore Value Fund, Ltd. Principal Amount of Note is $4,400,000. Principal Amount of Note is $3,600,000. Reflects the shares issuable upon conversion of the stated principal amount of the note. Under the terms of the note, accrued but unpaid interest on the note is also convertible into shares of common stock at the same conversion price. Great Point Partners, LLC ("Great Point") is the investment manager of Biomedical Value Fund, L.P. ("BMVF") and by virtue of such status may be deemed to be the beneficial owner of the shares held by BMVF. Dr. Jeffrey R. Jay, M.D., as senior managing member of Great Point ("Dr. Jay"), has voting and investment power with respect to the shares held by BMVF and may be deemed to be the beneficial owner of the shares held by BMVF. Great Point and Dr. Jay disclaim beneficial ownership of the shares held by BMVF, except to the extent of any pecuniary interest, and this report shall not be deemed to be an admission that they are the beneficial owners of such securities. Great Point is the investment manager of Biomedical Offshore Value Fund, Ltd. ("BOVF") and by virtue of such status may be deemed to be the beneficial owner of the shares held by BOVF. Dr. Jay, as senior managing member of Great Point, has voting and investment power with respect to the shares held by BOVF and may be deemed to be the beneficial owner of the shares held by BOVF. Great Point and Dr. Jay disclaim beneficial ownership of the shares held by BOVF, except to the extent of any pecuniary interest, and this report shall not be deemed to be an admission that they are the beneficial owners of such securities. Great Point Partners, LLC by Dr. Jeffrey R. Jay, M.D., as senior managing member 2004-12-16 Dr. Jeffrey R. Jay, M.D. 2004-12-16