FORM S-1

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)

Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ¨

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), shall determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and we are not soliciting offers to buy these securities in any jurisdiction where the offer or sale is not permitted.

This is the initial public offering of shares of our common stock. We are offering shares of common stock. No public market currently exists for our common stock.

We have applied to have our common stock listed on The NASDAQ Global Market under the symbol “AEGR.” We anticipate that the initial public offering price will be between $ and $ per share.

Investing in our common stock involves risks. See “ Risk Factors” beginning on page 8.

We have granted the underwriters a 30-day option to purchase up to an additional shares of common stock on the same terms and conditions as set forth above if the underwriters sell more than shares in this offering.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Lehman Brothers, on behalf of the underwriters, expects to deliver the shares on or about , 2007.

You should rely only on the information contained in this prospectus or in any free writing prospectus we may authorize to be delivered to you. We have not authorized anyone to provide you with additional or different information. We are offering to sell, and seeking offers to buy, shares of our common stock only in jurisdictions where offers and sales are permitted. The information in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or any sale of shares of our common stock.

Except where the context requires otherwise, in this prospectus “Company,” “Aegerion,” “we,” “us” and “our” refer to Aegerion Pharmaceuticals, Inc.

Until , 2007 (25 days after the commencement of this offering), all dealers that effect transactions in shares of our common stock, whether or not participating in this offering, may be required to deliver a prospectus. This delivery requirement is in addition to the obligation of dealers to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

For investors outside the United States: Neither we nor any of the underwriters have done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of shares of common stock and the distribution of this prospectus outside of the United States.

This summary highlights information contained elsewhere in this prospectus and does not contain all of the information you should consider in making your investment decision. You should read this summary together with the more detailed information, including our financial statements and the related notes, elsewhere in this prospectus. You should carefully consider, among other things, the matters discussed in “Risk Factors” beginning on page 8.

Aegerion Pharmaceuticals is an emerging biopharmaceutical company focused on the development and commercialization of small-molecule therapeutics to treat cardiovascular and metabolic disease. Our two product candidates are microsomal triglyceride transfer protein inhibitors, or MTP-Is, that limit secretion of cholesterol and triglycerides, collectively referred to as lipids, from the intestine and liver and have demonstrated in humans an ability to significantly reduce low-density lipoprotein cholesterol, or LDL-C. We believe these compounds have the potential to address significant unmet medical needs for patients who seek to lower their cholesterol levels, either on a stand-alone basis or in combination with existing therapies, such as statins and cholesterol absorption inhibitors.

Lipid-lowering therapeutics represent one of the largest markets in the pharmaceutical industry, with as many as 52 million patients in the United States alone eligible for therapy. Worldwide revenues for lipid-lowering therapeutics were approximately $30 billion for the twelve months ended December 31, 2006.

We are developing AEGR-733 as an oral, once-a-day treatment for individuals with high lipid levels, or hyperlipidemia, in particular high cholesterol, or hypercholesterolemia, and high triglyceride levels, or hypertriglyceridemia, who are unable to meet specified target goals on other therapies. We are developing our other product candidate, AEGR-427 (implitapide), as an oral, once-a-day treatment of hyperlipidemia. We believe AEGR-733 and AEGR-427 (implitapide) have the potential to address unmet medical needs in a variety of patient populations, including the approximately 8 million people in the United States eligible for LDL-C lowering therapy we estimate would not be able to achieve a target LDL-C level of <70 mg/dL even if the most efficacious forms of currently available drug therapies were prescribed. In addition, we believe our product candidates have the potential to address the estimated 1.5 million U.S. patients who are statin-intolerant and unable to achieve goals on non-statin therapy, such as Zetia (ezetimibe), one of the most effective non-statin treatments currently approved by the FDA for the treatment of high cholesterol.

Cardiovascular disease continues to be the number one cause of death and disabilities among men and women in western societies. The American Heart Association estimates that approximately 871,500 deaths were caused by cardiovascular disease in 2004, more than the 550,300 deaths caused by cancer. Recent clinical trials have shown that there is a direct relationship between lower LDL-C and a reduced risk for cardiovascular events.

The most commonly used class of drugs to lower LDL-C levels are statins, such as Lipitor (atorvastatin), Crestor (rosuvastatin) and Zocor (simvastatin), which reduce cholesterol by blocking an enzyme in the liver that produces cholesterol. Statins have been shown to reduce LDL-C levels by approximately 25-55% when used as monotherapy. Another class of cholesterol-lowering drugs is cholesterol absorption inhibitors, such as Zetia (ezetimibe), which lower blood cholesterol by blocking the absorption of cholesterol, including dietary cholesterol, from the intestine. Zetia (ezetimibe) can generally reduce LDL-C levels by approximately 18%

when used as monotherapy. Several recent clinical studies have shown that combination therapy with multiple, differently-acting compounds is the most effective way to achieve lower LDL-C levels. For example, Vytorin, a fixed dose combination of the statin Zocor (simvastatin) and the cholesterol absorption inhibitor Zetia (ezetimibe) has been shown to reduce LDL-C levels by up to 60%.

Despite the success of current therapies in achieving lower LDL-C levels, we believe there remains an unmet medical need for agents that can allow a higher percentage of patients to achieve optimal LDC-C levels. Recent clinical trials conducted by others add to the substantial evidence that there is a direct relationship between lower LDL-C levels and decreased risk for major cardiovascular events. These findings prompted the National Cholesterol Education Program in 2004 to introduce optional LDL-C guidelines, endorsed by the American Heart Association, the American College of Cardiology and others, advising physicians to consider more intensive treatment options for people with high and moderately high-risk of a cardiovascular event. These options include setting lower treatment goals for LDL-C levels (including a LDL-C level of <70 mg/dL as a therapeutic option for very high-risk patients and a treatment goal of <100 mg/dL for all high-risk patients) and initiating cholesterol-lowering drug therapy at lower LDL-C thresholds. We believe these recommendations reflect a trend toward more aggressive treatment of LDL-C levels in both high and moderately high-risk patient populations, a significant percentage of whom will not be able to achieve the lower LDL-C goals using current treatments. We believe that this unmet medical need will become even more pronounced as lower LDL-C goals become more widely adopted by the medical community.

In November 2006, at a meeting of the American Heart Association, we reported interim top-line results from a Phase II clinical trial that evaluated AEGR-733 as monotherapy compared to Zetia (ezetimibe) as monotherapy, as well as AEGR-733 in combination with Zetia (ezetimibe). The final efficacy findings showed that at twelve weeks, AEGR-733 as monotherapy had a statistically significant increase in LDL-C reduction compared to Zetia (ezetimibe). AEGR-733 monotherapy resulted in a 29.9% LDL-C reduction as compared to Zetia’s (ezetimibe) 19.9%. The combination of AEGR-733 and Zetia (ezetimibe) resulted in a 46.2% reduction in LDL-C at twelve weeks. AEGR-733 appeared to be safe and well tolerated. There was no difference in discontinuation rates between the patients treated with the combination of AEGR-733 + Zetia (ezetimibe) versus those treated with Zetia (ezetimibe) alone. We believe the results of this Phase II trial demonstrate the LDL-C lowering efficacy of AEGR-733 when used as a monotherapy, as well as the additivity of AEGR-733 when used in combination with Zetia (ezetimibe), thereby potentially offering statin-like efficacy for statin-intolerant patients seeking significant cholesterol reduction.

We intend to initiate a randomized, double-blind, placebo-controlled, parallel group Phase II clinical trial to evaluate the safety and efficacy of the combination of AEGR-733 + Lipitor (atorvastatin) versus Lipitor (atorvastatin) alone and AEGR-733 alone in subjects with moderate hypercholesterolemia. The average percentage reduction in LDL-C levels will be the primary efficacy endpoint. Secondary efficacy endpoints are expected to include other lipid parameters, change in body weight and safety and tolerability. We expect to initiate patient screening for this Phase II study in the first half of 2007.

We also believe AEGR-733 has the potential to address unmet medical needs in certain niche patient populations, such as the approximately 30,000 patients in the United States with severe refractory hypercholesterolemia. Patients with this condition have elevated and refractory hypercholesterolemia and are eligible to receive periodic plasma apheresis, or the mechanical filtration of LDL-C particles from the blood, and often die at an early age. Of these 30,000 patients, approximately 300 patients in the United States have a rare genetic disorder called homozygous familial hypercholesterolemia, or HoFH, resulting in severely elevated levels of LDL-C (400-800 mg/dL). Because of their genetic defect, these patients have dysfunctional LDL receptors

and are therefore refractory to statin therapy. High dose statin therapies that will typically produce 50-60% reductions in LDL-C in the broad hypercholesterolemic patient population will only produce 20-25% reductions in the HoFH patient population. In January 2007, The New England Journal of Medicine published the results of a Phase II clinical trial of AEGR-733 in six patients with HoFH conducted by the University of Pennsylvania School of Medicine. In this trial, patients receiving the highest dose of AEGR-733 (1.0 mg per kg of body weight) as monotherapy achieved on average a 51% reduction in LDL-C. We expect a Phase III clinical trial, to be funded by us and the U.S. Federal Drug Administration, or FDA, under its orphan grant program and conducted by the University of Pennsylvania School of Medicine, will be initiated in the second half of 2007, to further study the effects of AEGR-733 in this patient population. We expect AEGR-733 to be eligible for orphan drug designation for this patient population and we intend to pursue such designation with the FDA.

We are developing AEGR-427 (implitapide) for the treatment of hyperlipidemia. Based on prior clinical trials, we believe that AEGR-427 (implitapide) may also have an impact on weight loss. Data from a Phase II clinical trial of AEGR-427 (implitapide) conducted by Bayer Healthcare AG, or Bayer, demonstrated a dose-related decrease in LDL cholesterol of 8.2% to 55.1% as the dose of AEGR-427 (implitapide) increased from 20 mg to 160 mg, but the higher doses (80 mg to 160 mg) were accompanied by a high number of discontinuations due to adverse side effects. As with AEGR-733, we believe that by implementing a lower dose development strategy, we can potentially develop doses that provide clinically relevant reductions in LDL-C and other lipids, such as triglycerides, while having acceptable rates of adverse events. In the Phase II trials conducted by Bayer, AEGR-427 (implitapide) 40 mg was shown to lower LDL-C by an average of 22% and triglycerides by an average of 11%, with a discontinuation rate the same as placebo (2%). We believe that doses between 30 mg and 50 mg represent a potential window of both clinically meaningful LDL-C efficacy with acceptable safety and tolerability for the broadest patient populations.

We plan to initiate a randomized, placebo-controlled, double-blind Phase II clinical trial to evaluate the efficacy and safety/tolerability profile of AEGR-427 (implitapide) in doses ranging from 30 mg to 50 mg, and a Phase I pharmacokinetic trial to evaluate the impact of steady state levels of AEGR-427 (implitapide) in healthy volunteers on the single-dose pharmacokinetics of three commonly used statins: Lipitor (atorvastatin), Zocor (simvastatin) and Crestor (rosuvastatin). We expect to initiate patient screening for both of these clinical trials in the second half of 2007.

Our long term objective is to develop and commercialize promising therapeutics to treat cardiovascular and metabolic disease for the broadest spectrum of unmet medical need. In the near term, we seek to advance the development of our product candidates, which represent a new class of therapeutic with a unique mechanism of action, to address the unmet medical need resulting from the emerging trend towards more aggressive LDL-C reduction as well as certain niche populations for whom current therapies are inadequate. To achieve these objectives, we intend to:

Our business is subject to numerous risks, as more fully described in the section entitled “Risk Factors” immediately following this prospectus summary, including the following:

We were founded in 2005 as a Delaware corporation. Our principal executive offices are located at CenterPointe IV, 1140 Route 22 East, Suite 304, Bridgewater, New Jersey 08807, and our telephone number is (908) 704-1300. Our web site address is www.aegerion.com. The information on our web site is not part of this prospectus.

Aegerion is a trademark of Aegerion Pharmaceuticals, Inc. in the United States and other countries. This prospectus also includes other trademarks of Aegerion Pharmaceuticals, Inc. and other persons.

Unless otherwise noted, throughout this prospectus the number of shares of our common stock to be outstanding following this offering is based on shares of our common stock outstanding as of February 28, 2007. This number excludes 715,000 shares subject to options outstanding as of February 28, 2007 and having a weighted average exercise price of $1.33 per share, and additional shares reserved as of February 28, 2007 for future issuance under our stock-based compensation plans.

In addition, throughout this prospectus the number of shares of common stock to be outstanding after this offering reflects the conversion of the 12,211,604 outstanding shares of our Series A redeemable convertible preferred stock and accumulated dividends thereon upon completion of this offering into shares of common stock. Each share of our Series A redeemable convertible preferred stock is convertible into a number of shares of our common stock determined by dividing (1) the Series A per share purchase price of $1.8599 plus an accumulated dividend of 7% per year (which is calculated on a daily basis and compounded annually) by (2) a conversion price equal to $1.8599 per share. For purposes of calculating the number of shares of common stock into which the Series A redeemable convertible preferred stock will be convertible upon completion of the offering, we have assumed the closing of this offering occurs on , 2007, which would result in accumulated dividends of $ per share of Series A redeemable convertible preferred stock and aggregate accumulated dividends of $ on all outstanding shares of Series A redeemable convertible preferred stock.

Unless otherwise indicated, all information in this prospectus assumes that the underwriters do not exercise their over-allotment option to purchase shares of our common stock in this offering and also reflects:

The following tables summarize financial data regarding our business and should be read together with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our audited financial statements and the related notes included elsewhere in this prospectus. The statements of operations data for the period from February 4, 2005 (inception) to December 31, 2005 and for the year ended December 31, 2006 are derived from our audited financial statements included elsewhere in this prospectus. Our historical results are not necessarily indicative of the results to be expected in any future period.

Before you decide to invest in our common stock, you should consider carefully the risks described below, together with the other information contained in this prospectus. We believe the risks described below are the risks that are material to us as of the date of this prospectus. If any of the following risks occur, our business, financial condition, results of operations and future growth prospects could be materially and adversely affected. In these circumstances, the market price of our common stock could decline, and you may lose all or part of your investment.

We have incurred significant operating losses since our inception, and anticipate that we will incur continued losses for the foreseeable future.

We are a development stage company with a limited operating history. To date we have focused on developing our two product candidates, AEGR-733 and AEGR-427 (implitapide). We have financed our operations exclusively through private placements of preferred stock, venture debt and convertible debt and have incurred losses in each year since our inception in February 2005. Net losses were $1.4 million in 2005 and $6.2 million in 2006. As of December 31, 2006, we had a deficit accumulated during development stage of $8.6 million. Substantially all of the operating losses resulted from costs incurred in connection with our development programs and from general and administrative costs associated with our operations. We expect to incur additional and increasing operating losses over the next several years. These losses, combined with expected future losses, have had and will continue to have an adverse effect on our stockholders’ equity and working capital. We expect our development expenses to significantly increase in connection with ongoing and planned Phase II and planned Phase III clinical trials and other studies for our product candidates. In addition, if we obtain regulatory approval for any of our product candidates, we may incur significant sales, marketing, in-licensing and outsourced manufacturing expenses, as well as continued development expenses. As a result, we expect to continue to incur significant and increasing operating losses for the foreseeable future. Because of the numerous risks and uncertainties associated with developing pharmaceutical products, we are unable to predict the extent of any future losses or when we will become profitable, if at all.

We have not generated any revenue from our product candidates and may never be profitable.

Our ability to become profitable depends upon our ability to generate revenue. To date, we have not generated any revenue from our development-stage product candidates, and we do not know when, or if, we will generate any revenue. We do not expect to generate significant revenue unless or until we obtain regulatory approval of, and commercialize, our product candidates. Our ability to generate revenue depends on a number of factors, including, but not limited to, our ability to:

Even if one or more of our product candidates is approved for commercial sale, which we do not expect to occur for several years, any approved product candidate may not gain market acceptance or achieve commercial success. In addition, we would anticipate incurring significant costs associated with commercializing any approved product. We may not achieve profitability soon after generating product sales, if ever. If we are unable to generate product revenues, we will not become profitable and may be unable to continue operations without continued funding.

We will need substantial additional capital in the future. If additional capital is not available, we will have to delay, reduce or cease operations.

We will need to raise additional capital to fund our operations and to develop our product candidates. Our future capital requirements will be substantial and will depend on many factors including:

We anticipate that the net proceeds of this offering and interest earned thereon, together with existing cash, cash equivalents and marketable securities, will enable us to maintain our currently planned operations at least through the end of 2008. Changing circumstances may cause us to consume capital significantly faster than we currently anticipate. Additional financing may not be available when we need it or may not be available on terms that are favorable to us. In addition, we may seek additional capital due to favorable market conditions or strategic considerations, even if we believe we have sufficient funds for our current or future operating plans. If adequate funds are not available to us on a timely basis, or at all, we may be required to:

Raising additional capital may cause dilution to our existing stockholders, restrict our operations or require us to relinquish rights.

We may seek additional capital through a combination of private and public equity offerings, debt financings and collaboration, strategic and licensing arrangements. To the extent that we raise additional capital through the sale of equity or convertible debt securities, your ownership interest will be diluted, and the terms may include liquidation or other preferences that adversely affect your rights as a stockholder. Debt financing, if available, may involve agreements that include covenants limiting or restricting our ability to take specific actions such as incurring debt, making capital expenditures or declaring dividends. If we raise additional funds through collaboration, strategic alliance and licensing arrangements with third parties, we may have to relinquish valuable rights to our technologies or product candidates, or grant licenses on terms that are not favorable to us.

Our limited operating history makes it difficult to evaluate our business and prospects.

We were incorporated in February 2005. Our operations to date have been limited to organizing and staffing our company and conducting product development activities for our two product candidates, AEGR-733 and AEGR-427 (implitapide). We have not yet demonstrated an ability to obtain regulatory approval for or commercialize a product candidate. Consequently, any predictions about our future performance may not be as accurate as they could be if we had a history of successfully developing and commercializing pharmaceutical products.

We will incur significant increased costs as a result of operating as a public company, and our management will be required to devote substantial time to new compliance initiatives.

As a public company, we will incur significant legal, accounting and other expenses that we did not incur as a private company. In addition, the Sarbanes-Oxley Act of 2002, as well as rules subsequently implemented by the SEC and The NASDAQ Stock Market, have imposed various new requirements on public companies, including establishment and maintenance of effective disclosure and financial controls and changes in corporate governance practices. Our management and other personnel will need to devote a substantial amount of time to these new compliance initiatives. Moreover, these rules and regulations will increase our legal and financial compliance costs and will make some activities more time-consuming and costly. For example, we expect these rules and regulations to make it more difficult and more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. As a result, it may be more difficult for us to attract and retain qualified people to serve on our board of directors, our board committees or as executive officers.

The Sarbanes-Oxley Act of 2002 requires, among other things, that we maintain effective internal controls for financial reporting and disclosure. In particular, commencing in fiscal 2008, we must perform system and process evaluation and testing of our internal controls over financial reporting to allow management and our independent registered public accounting firm to report on the effectiveness of our internal controls over financial reporting, as required by Section 404 of the Sarbanes-Oxley Act of 2002. Our testing, or the subsequent testing by our independent registered public accounting firm, may reveal deficiencies in our internal controls over financial reporting that are deemed to be material weaknesses. We expect to incur significant expense and devote substantial management effort toward ensuring compliance with Section 404. We currently do not have an internal audit function, and we will need to hire additional accounting and financial staff with appropriate public company experience and technical accounting knowledge. Moreover, if we are not able to comply with the requirements of Section 404 in a timely manner, or if we or our independent registered public accounting firm identifies deficiencies in our internal controls that are deemed to be material weaknesses, the market price of our stock could decline and we could be subject to sanctions or investigations by The NASDAQ Stock Market, the SEC or other regulatory authorities, which would entail expenditure of additional financial and management resources.

Risks Associated with Development and Commercialization of Our Product Candidates

We depend entirely on the success of our two product candidates, AEGR-733 and AEGR-427 (implitapide), which are still under clinical development. We cannot be certain that either product candidate will receive regulatory approval or be successfully commercialized.

We currently have only two product candidates in clinical development, and our business currently depends entirely on their successful development and commercialization. We have no drug products for sale currently and we may never be able to develop marketable drug products. The research, testing, manufacturing, labeling, approval, sale, marketing and distribution of drug products are subject to extensive regulation by the U.S. Food and Drug Administration, or FDA, and other regulatory authorities in the United States and other countries, which regulations differ from country to country. We are not permitted to market our product candidates in the

United States until we receive approval of a new drug application, or NDA, from the FDA, or in any foreign countries until we receive the requisite approval from such countries. We have not submitted an NDA or received marketing approval for either of our product candidates. Obtaining approval of an NDA is an extensive, lengthy, expensive and uncertain process, and the FDA may delay, limit or deny approval of a product candidate for many reasons, including:

Both of our product candidates are still in the early stages of development and remain subject to clinical testing and regulatory approval. If we are unable to successfully develop and test our product candidates, we will not be successful.

To date, we have not marketed, distributed or sold any product candidates. The success of our business depends primarily upon our ability to develop and commercialize our product candidates successfully. Our only two product candidates are AEGR-733 and AEGR-427 (implitapide), neither of which has been approved for sale by the FDA. Our product candidates are prone to the risks of failure inherent in drug development. Before obtaining regulatory approvals for the commercial sale of AEGR-733, AEGR-427 (implitapide) or any other product candidate for a target indication, we must demonstrate with substantial evidence gathered in well-controlled clinical trials, and, with respect to approval in the United States, to the satisfaction of the FDA and, with respect to approval in other countries, similar regulatory authorities in those countries, that the product candidate is safe and effective for use for that target indication. Despite our efforts, our product candidates may not:

Positive results in preclinical studies of a product candidate may not be predictive of similar results in humans during clinical trials, and promising results from early clinical trials of a product candidate may not be replicated in later clinical trials. Interim results of a clinical trial do not necessarily predict final results. A number of companies in the pharmaceutical and biotechnology industries have suffered significant setbacks in late-stage clinical trials even after achieving promising results in early-stage development. Accordingly, the results from the completed preclinical studies and clinical trials and ongoing clinical trials for AEGR-733 and AEGR-427 (implitapide) may not be predictive of the results we may obtain in later stage trials. Our preclinical studies or clinical trials may produce negative or inclusive results, and we may decide, or regulators may require us, to conduct additional preclinical studies or clinical trials. We do not expect any of our product candidates to be commercially available for at least several years.

Our product candidates may cause undesirable side effects or have other properties that could delay or prevent their regulatory approval or limit the commercial profile of any approved label.

Undesirable side effects caused by our product candidates could cause us, regulatory authorities or institutional review boards to interrupt, delay or halt clinical trials and could result in the denial of regulatory approval by the FDA or other regulatory authorities. For example, both of our product candidates are MTP-Is we are developing for the treatment of hyperlipidemia. In preclinical tests, rodents who received AEGR-733 experienced phospholipidosis, a lipid storage disorder in which excess phospholipids accumulate within cells.

Although we have not observed significant phospholipidosis in humans, we plan to study this effect in our currently planned Phase II and Phase III clinical trials. In addition, early Phase I and Phase II clinical trials of AEGR-733 at doses between 25 mg and 100 mg were associated with a very high rate of gastrointestinal adverse events as well as the accumulation of fat in the liver (hepatic fat) in a significant percentage of the trial subjects. Similar findings were observed in early Phase I and Phase II clinical trials of AEGR-427 (implitapide) at doses between 80 mg and 160 mg. We intend to develop both AEGR-733 and AEGR-427 (implitapide) at significantly lower doses (2.5 mg to 10 mg for AEGR-733 and 30 mg to 50 mg for AEGR-427 (implitapide)) than those previously studied, and we believe there may be a significant reduction in adverse events at such lower doses. However, while in the previous trials of AEGR-733 the most significant increases in hepatic fat accumulation were associated with the highest doses, increases in hepatic fat to levels of between 6% and 24% were observed at doses of less than 10 mg in some patients with pre-existing HoFH. In addition, in the recently completed Phase II trial of AEGR-733 in combination with Zetia (ezetimibe), the primary reason for discontinuation of therapy in patients treated with AEGR-733 were increases in liver enzymes. Although the clinical significance of increases in hepatic fat is unknown, and other drugs approved by the FDA are known to increase accumulation of hepatic fat, we cannot assure you that if significant hepatic fat accumulation is demonstrated in future clinical trials of our product candidates or if other liver-related side effects occur, regulatory approval will not be delayed or prevented. We expect to initiate a Phase II clinical trial in the first half of 2007 in order to evaluate hepatic fat accumulation as measured by magnetic resonance spectroscopy imaging in hypercholesterolemic patients receiving AEGR-733 as monotherapy or in combination with three other commonly used classes of lipid-lowering therapy. There can be no assurance that the results of this study will demonstrate that lower doses of AEGR-733, or its use in combination with other classes of lipid-lowering drug therapy, will mitigate the accumulation of hepatic fat. Nor can there be any assurance that our other product candidate, AEGR-427 (implitapide), will be distinctive enough from AEGR-733 to avoid any such class specific risks. Even if a product candidate is approved, if future clinical trials of our product candidates demonstrate hepatic fat accumulation or other liver-related side effects, we can not assure you that it would gain market acceptance over approved drugs with similar efficacy that do not have such side effects.

Moreover, even if any of our product candidates receives marketing approval, we or others may later identify undesirable side effects caused by the product, and in that event a number of potentially significant negative consequences could result, including:

Any of these events could prevent us from achieving or maintaining market acceptance of the affected product candidate and could substantially increase the costs of commercializing our product candidates.

Delays in the commencement or completion of clinical testing could result in increased costs to us and delay or limit our ability to generate revenues.

Delays in the commencement or completion of clinical testing could significantly affect our product development costs. We do not know whether planned clinical trials will begin on time or be completed on schedule, if at all. The commencement and completion of clinical trials can be delayed for a number of reasons, including delays related to:

Clinical trials may also be delayed or terminated as a result of ambiguous or negative interim results. In addition, a clinical trial may be suspended or terminated by us, the FDA, the IRBs at the sites where the IRBs are overseeing a trial, or a data safety monitoring board, or DSMB, overseeing the clinical trial at issue, or other regulatory authorities due to a number of factors, including:

Additionally, changes in regulatory requirements and guidance may occur and we may need to amend clinical trial protocols to reflect these changes. Amendments may require us to resubmit our clinical trial protocols to IRBs for reexamination, which may impact the cost, timing or successful completion of a clinical trial. If we experience delays in completion of, or if we terminate, any of our clinical trials, the commercial prospects for our product candidates may be harmed and our ability to generate product revenues will be delayed. In addition, many of the factors that cause, or lead to, a delay in the commencement or completion of clinical trials may also ultimately lead to the denial of regulatory approval of a product candidate.

Even if our product candidates receive regulatory approval, they may still face future development and regulatory difficulties.

Even if U.S. regulatory approval is obtained, the FDA may still impose significant restrictions on a product’s indicated uses or marketing or impose ongoing requirements for potentially costly post-approval studies. For example, the label ultimately approved by the FDA for AEGR-733 or AEGR-427 (implitapide), if approved, may include restrictions on use, including restrictions based upon evidence of hepatic fat accumulation, liver function test elevations or gastrointestinal distress. Our product candidates will also be subject to ongoing FDA requirements governing the labeling, packaging, storage, advertising, promotion, recordkeeping and submission of safety and other post-market information. In addition, manufacturers of drug products and their facilities are subject to continual review and periodic inspections by the FDA and other regulatory authorities for compliance with current Good Manufacturing Practice regulations, or cGMP, and other regulations. If we or a regulatory agency discovers previously unknown problems with a product, such as adverse events of unanticipated severity or frequency, or problems with the facility where the product is manufactured, a regulatory agency may impose restrictions on that product, the manufacturer or us, including requiring withdrawal of the product from the market or suspension of manufacturing. If we, our product candidates or the manufacturing facilities for our product candidates fail to comply with applicable regulatory requirements, a regulatory agency may:

Even if our product candidates receive regulatory approval in the United States, we may never receive approval or commercialize our products outside of the United States.

In order to market any products outside of the United States, we must establish and comply with numerous and varying regulatory requirements of other countries regarding safety and efficacy. Approval procedures vary among countries and can involve additional product testing and additional administrative review periods. The time required to obtain approval in other countries might differ from that required to obtain FDA approval. The regulatory approval process in other countries may include all of the risks detailed above regarding FDA approval in the United States as well as other risks. Regulatory approval in one country does not ensure regulatory approval in another, but a failure or delay in obtaining regulatory approval in one country may have a negative effect on the regulatory process in others. Failure to obtain regulatory approval in other countries or any delay or setback in obtaining such approval would impair our ability to develop foreign markets for our product candidates.

If any of our product candidates for which we receive regulatory approval does not achieve broad market acceptance, the revenues that we generate from their sales will be limited.

The commercial success any of our product candidates for which we obtain marketing approval from the FDA or other regulatory authorities will depend upon the acceptance of these products by the medical community, including physicians, patients and healthcare payors. The degree of market acceptance of any of our approved products will depend on a number of factors, including:

If any of our product candidates are approved but do not achieve an adequate level of acceptance by physicians, healthcare payors and patients, we may not generate sufficient revenue from these products, and we may not become or remain profitable. In addition, our efforts to educate the medical community and third-party payors on the benefits of our product candidates may require significant resources and may never be successful.

We cannot be certain that the NCEP will establish guidelines recommending a target LDL-C goal of <70 mg/dL for all high-risk patients. If these guidelines are not established, our competitive position, revenues and business prospects may be harmed.

We believe that the medical community is moving towards a recognition of the benefit to high-risk patients of achieving lower LDL-C targets, as indicated by the 2004 NCEP update. Currently, the NCEP recommends a LDL-C level of <70 mg/dL as a therapeutic option for very high-risk patients and a treatment goal of <100 mg/dL for all high-risk patients. The 2004 NCEP update was widely endorsed by industry and thought leaders in the field, including the American Heart Association and the American College of Cardiology. Because currently available lipid-lowering therapies enable most high-risk patients to achieve a target goal of <100 mg/dL, if the NCEP does not determine that the <70 mg/dL LDL-C goal should also be applied to the general high-risk patient population, our target market may be limited to only very high-risk and specialty patients.

Recent federal legislation will increase the pressure to reduce prices of pharmaceutical products paid for by Medicare, which could adversely affect our revenues, if any.

The Medicare Prescription Drug, Improvement, and Modernization Act of 2003, or MMA, changed the way Medicare covers and pays for pharmaceutical products. The legislation expanded Medicare coverage for drug purchases by the elderly and introduced a new reimbursement methodology based on average sales prices for drugs. In addition, this legislation authorized Medicare Part D prescription drug plans to use formularies where they can limit the number of drugs that will be covered in any therapeutic class. As a result of this legislation and the expansion of federal coverage of drug products, we expect that there will be additional pressure to contain and reduce costs. These cost reduction initiatives and other provisions of this legislation could decrease the coverage and price that we receive for any approved products and could seriously harm our business. While the MMA applies only to drug benefits for Medicare beneficiaries, private payors often follow Medicare coverage policy and payment limitations in setting their own reimbursement rates, and any reduction in reimbursement that results from the MMA may result in a similar reduction in payments from private payors.

Recent federal legislation and actions by state and local governments may permit re-importation of drugs from foreign countries into the United States, including foreign countries where the drugs are sold at lower prices than in the United States, which could materially adversely affect our operating results and our overall financial condition.

We may face competition for any of our product candidates, once approved, from lower priced products from foreign countries that have placed price controls on pharmaceutical products. The MMA contains provisions that may change U.S. importation laws and expand pharmacists’ and wholesalers’ ability to import lower priced versions of our product candidates and competing products from Canada, where there are government price controls. These changes to U.S. importation laws will not take effect unless and until the Secretary of Health and Human Services certifies that the changes will pose no additional risk to the public’s health and safety and will result in a significant reduction in the cost of products to consumers. The Secretary of Health and Human Services has not yet announced any plans to make this required certification. As directed by Congress, a task force on drug importation conducted a comprehensive study regarding the circumstances under which drug importation could be safely conducted and the consequences of importation on the health, medical costs and development of new medicines for U.S. consumers. The task force report issued its report in December 2004, finding that there are significant safety and economic issues that must be addressed before importation of prescription drugs is permitted. However, a number of federal legislative proposals have been made to implement the changes to the U.S. importation laws without any certification, and to broaden permissible imports in other ways. Even if the changes do not take effect, and other changes are not enacted, imports from Canada and elsewhere may continue to increase due to market and political forces, and the limited enforcement resources of the FDA, the U.S. Customs Service and other government agencies. For example, Pub. L. No. 109-295, which was signed into law in October 2006 and provides appropriations for the Department of Homeland Security for the 2007 fiscal year, expressly prohibits the U.S. Customs Service from using funds to prevent individuals from importing from Canada less than a 90-day supply of a prescription drug for personal use, when the drug

otherwise complies with the Federal Food, Drug, and Cosmetic Act, or FDCA. Further, several states and local governments have implemented importation schemes for their citizens, and, in the absence of federal action to curtail such activities, we expect other states and local governments to launch importation efforts. The importation of foreign products that compete with any of our approved product candidates could negatively impact our profitability.

Our market is subject to intense competition. If we are unable to compete effectively, our product candidates may be rendered noncompetitive or obsolete.

Our industry is highly competitive and subject to rapid and significant technological change. Our potential competitors include large pharmaceutical and biotechnology companies, specialty pharmaceutical and generic drug companies, academic institutions, government agencies and research institutions. All of these competitors currently engage in, have engaged in or may engage in the future in the development, manufacturing, marketing and commercialization of new pharmaceuticals, some of which may compete with our present or future product candidates. Key competitive factors affecting the commercial success of our product candidates are likely to be efficacy, safety profile, reliability, convenience of dosing, price and reimbursement.

The market for cholesterol-lowering therapeutics is especially large and competitive. The MTP-I compounds we are currently developing, if approved, will face intense competition, either as monotherapies or as combination therapies, from existing lipid-lowering therapies and potentially with other product candidates currently in development for the treatment of hyperlipidemia, including:

Many of our potential competitors have substantially greater financial, technical and human resources than we do and significantly greater experience in the discovery and development of drug candidates, obtaining FDA and other regulatory approvals of products and the commercialization of those products. Accordingly, our competitors may be more successful than we may be in obtaining FDA approval for drugs and achieving widespread market acceptance. Our competitors’ drugs may be more effective, or more effectively marketed and sold, than any drug we may commercialize and may render our product candidates obsolete or non-competitive before we can recover the expenses of developing and commercializing any of our product candidates. We anticipate that we will face intense and increasing competition as new drugs enter the market and advanced technologies become available. Finally, the development of new treatment methods for the diseases we are targeting could render our product candidates non-competitive or obsolete.

We face potential product liability exposure, and, if successful claims are brought against us, we may incur substantial liability.

The use of our product candidates in clinical trials and the sale of any products for which we obtain marketing approval expose us to the risk of product liability claims. Product liability claims might be brought

against us by consumers, health care providers or others selling or otherwise coming into contact with our products. If we cannot successfully defend ourselves against product liability claims, we could incur substantial liabilities. In addition, regardless of merit or eventual outcome, product liability claims may result in:

We have obtained product liability insurance coverage for our clinical trials with a $5 million annual aggregate coverage limit. However, our insurance coverage may not be sufficient to reimburse us for any expenses or losses we may suffer. Moreover, insurance coverage is becoming increasingly expensive, and, in the future, we may not be able to maintain insurance coverage at a reasonable cost or in sufficient amounts to protect us against losses due to liability. If and when we obtain marketing approval for any of our product candidates, we intend to expand our insurance coverage to include the sale of commercial products; however, we may be unable to obtain this product liability insurance on commercially reasonable terms. On occasion, large judgments have been awarded in class action lawsuits based on drugs that had unanticipated side effects. A successful product liability claim or series of claims brought against us could cause our stock price to decline and, if judgments exceed our insurance coverage, could decrease our cash and adversely affect our business.

If we do not obtain protection under the Hatch-Waxman Amendments and similar foreign legislation to extend our patents and to obtain market exclusivity for our product candidates, our business may be materially harmed.

We believe that AEGR-733 and AEGR-427 (implitapide) are new chemical entities in the United States and may be eligible for market exclusivity under the FDCA, as amended by the Drug Price Competition and Patent Term Restoration Act of 1984, or the Hatch-Waxman Amendments. A drug can be classified as a new chemical entity if the FDA has not previously approved any other new drug containing the same active agent. Under sections 505(c)(3)(E)(ii) and 505(j)(5)(F)(ii) of the FDCA, as amended by the Hatch-Waxman Amendments, a new chemical entity that is granted regulatory approval may, in the absence of patent protections, be eligible for five years of marketing exclusivity in the United States following regulatory approval. This marketing exclusivity, if granted, would protect us from any other applicant utilizing the materials in support of a new drug application, or NDA, during the exclusivity period. However, there is no assurance that our compounds will be considered to be new chemical entities for these purposes or be entitled to the period of marketing exclusivity. If we are not able to gain or exploit the period of marketing exclusivity, we may face significant competitive threats to our commercialization of these compounds from other manufacturers, including the manufacturers of generic alternatives. Further, even if our compounds are considered to be new chemical entities and we are able to gain five years of marketing exclusivity, another company could also gain such marketing exclusivity under the provisions of the FDCA, as amended by the Hatch-Waxman Amendments, if such company can complete a full NDA with a complete human clinical trial process and obtain regulatory approval of its product.

If our patent position does not adequately protect our product candidates or any future products, others could compete against us more directly, which would harm our business.

As of the date of this prospectus, our AEGR-733 patent portfolio consists of five issued U.S. patents, and related patents and pending applications in Europe, Australia, Japan, Canada, and Israel, which have been licensed to us in a specific field. Our AEGR-427 (implitapide) patent portfolio contains four issued U.S. patents,

one pending U.S. non-provisional application, and related patents and pending applications in Europe, Australia, Asia, Africa, and South America. We also have filed four U.S. patent applications (three non-provisional applications and one provisional application) and four international applications directed to pharmaceutical combinations of an MTP-I (for example, AEGR-733 or AEGR-427 (implitapide)) and other cholesterol lowering drugs, and to methods of using such combinations in certain dosing regimens to reduce serum cholesterol and/or triglyceride concentrations, or to treat and/or control obesity.

Our commercial success will depend in part on our ability to obtain additional patents and protect our existing patent position as well as our ability to maintain adequate protection of other intellectual property for our technologies, product candidates, and any future products in the United States and other countries. If we do not adequately protect our intellectual property, competitors may be able to use our technologies and erode or negate any competitive advantage we may have, which could harm our business and ability to achieve profitability. Our ability to use the patents and patent applications licensed to us and described above to protect our business will depend on our ability to comply with the terms of the applicable licenses and other agreements. The laws of some foreign countries do not protect our proprietary rights to the same extent as the laws of the United States, and we may encounter significant problems in protecting our proprietary rights in these countries.

The patent positions of biotechnology and pharmaceutical companies, including our patent position, involve complex legal and factual questions, and, therefore, validity and enforceability cannot be predicted with certainty. Patents may be challenged, deemed unenforceable, invalidated, or circumvented. We will be able to protect our proprietary rights from unauthorized use by third parties only to the extent that our proprietary technologies, product candidates, and any future products are covered by valid and enforceable patents or are effectively maintained as trade secrets.

The degree of future protection for our proprietary rights is uncertain, and we cannot ensure that:

We typically file for patent protection first on the composition-of-matter of our product candidates and also claim their activities and methods for their production and use to the extent known at that time. As we learn more about the mechanisms of action and new methods of manufacture and use of these product candidates, we generally file additional patent applications for these new inventions. Although our patents may prevent others from making, using, or selling similar products, they do not ensure that we will not infringe the patent rights of third parties. For example, because we sometimes identify the mechanism of action or molecular target of a given product candidate after identifying its composition-of-matter and therapeutic use, we may not be aware until the mechanism or target is further elucidated that a third party has an issued or pending patent claiming biological

activities or targets that may cover our product candidate. If such a patent exists or is granted in the future, we cannot provide assurances that a license will be available on commercially reasonable terms, or at all.

We may be unable to adequately prevent disclosure of trade secrets and other proprietary information.

We rely on trade secrets to protect our proprietary technologies, especially where we do not believe patent protection is appropriate or obtainable. However, trade secrets are difficult to protect. We rely in part on confidentiality agreements with our employees, consultants, outside scientific collaborators, sponsored researchers, and other advisors to protect our trade secrets and other proprietary information. These agreements may not effectively prevent disclosure of confidential information and may not provide an adequate remedy in the event of unauthorized disclosure of confidential information. In addition, others may independently discover our trade secrets and proprietary information. Costly and time-consuming litigation could be necessary to enforce and determine the scope of our proprietary rights, and failure to obtain or maintain trade secret protection could adversely affect our competitive business position.

Litigation regarding patents, patent applications and other proprietary rights may be expensive and time consuming. If we are involved in such litigation, it could cause delays in bringing product candidates to market and harm our ability to operate.

Our success will depend in part on our ability to operate without infringing the proprietary rights of third parties. Although we are not currently aware of any litigation or other proceedings or third-party claims of intellectual property infringement related to our product candidates, the pharmaceutical industry is characterized by extensive litigation regarding patents and other intellectual property rights. Other parties may obtain patents in the future and allege that the use of our technologies infringes these patent claims or that we are employing their proprietary technology without authorization. Likewise, third parties may challenge or infringe upon our existing or future patents. Under our license agreements with UPenn and Bayer, we have certain rights, but not any obligation, to bring actions against an infringing third party (with respect to the patent rights licensed from UPenn, in the field licensed exclusively to us by UPenn). If we do not bring an action, the licensor may bring an action against the infringing party.

Proceedings involving our patents or patent applications or those of others could result in adverse decisions regarding:

Even if we are successful in these proceedings, we may incur substantial costs and divert management time and attention in pursuing these proceedings, which could have a material adverse effect on us. If we are unable to avoid infringing the patent rights of others, we may be required to seek a license, defend an infringement action or challenge the validity of the patents in court. Patent litigation is costly and time consuming. We may not have sufficient resources to bring these actions to a successful conclusion. In addition, if we do not obtain a license, develop or obtain non-infringing technology, fail to defend an infringement action successfully or have infringed patents declared invalid, we may:

We rely on third parties to conduct our clinical trials, and those third parties may not perform satisfactorily, including failing to meet established deadlines for the completion of such clinical trials.

We do not have the ability to independently conduct clinical trials for our product candidates, and we rely on third parties such as contract research organizations, medical institutions, academic institutions (such as

UPenn) and clinical investigators to perform this function. Our reliance on these third parties for clinical development activities reduces our control over these activities. However, if we sponsor clinical trials, we are responsible for ensuring that each of our clinical trials is conducted in accordance with the general investigational plan and protocols for the trial. Moreover, the FDA requires us to comply with standards, commonly referred to as Good Clinical Practices, for conducting, recording, and reporting the results of clinical trials to assure that data and reported results are credible and accurate and that the rights, integrity and confidentiality of trial participants are protected. Our reliance on third parties that we do not control does not relieve us of these responsibilities and requirements. Furthermore, these third parties may also have relationships with other entities, some of which may be our competitors. To date, our contract research organizations and other similar entities with which we are working have performed well. However, if these third parties do not successfully carry out their contractual duties or meet expected deadlines, we may be delayed in obtaining regulatory approvals for our product candidates and may be delayed in our efforts to successfully commercialize our product candidates for targeted diseases.

We do not have drug research or discovery capabilities, and will need to acquire or license existing drug compounds from third parties to expand our product candidate pipeline.

Both of our current product candidates have been licensed to us from third parties: AEGR-733 has been licensed to us by The Trustees of the University of Pennsylvania and AEGR-427 (implitapide) has been licensed to us by Bayer Healthcare AG. We currently have no drug research or discovery capabilities. Accordingly, if we are to expand our product candidate pipeline beyond our two current drug candidates, we will need to acquire or license existing compounds from third parties. We will face significant competition in seeking to acquire or license promising drug compounds. Many of our competitors for such promising compounds may have significantly greater financial resources, and/or more extensive experience in preclinical testing and clinical trials, obtaining regulatory approvals and manufacturing and marketing pharmaceutical products, and thus, may be a more attractive option to a potential licensee than us. If we are unable to acquire or license additional promising drug compounds, we will not be able to expand our product candidate pipeline.

We currently depend on third-party manufacturers to produce our preclinical and clinical drug supplies and intend to rely upon third-party manufacturers to produce commercial supplies of any approved product candidates.

We have relied upon third parties to produce material for preclinical and clinical testing purposes and intend to continue to do so in the future. We also expect to rely upon third parties to produce materials required for the commercial production of our product candidates if we succeed in obtaining necessary regulatory approvals. If we are unable to arrange for third-party manufacturing, or unable to do so on commercially reasonable terms, we may not be able to successfully complete development of our product candidates or market them. Reliance on third-party manufacturers entails risks to which we would not be subject if we manufactured product candidates ourselves, including reliance on the third party for regulatory compliance and quality assurance, the possibility of breach of the manufacturing agreement by the third party because of factors beyond our control and the possibility of termination or nonrenewal of the agreement by the third party, based on its own business priorities, at a time that is costly or damaging to us. In addition, the FDA and other regulatory authorities require that our product candidates be manufactured according to cGMP. Any failure by our third-party manufacturers to comply with cGMP and/or failure to scale up our manufacturing processes could lead to a delay in, or failure to obtain, regulatory approval of any of our product candidates. In addition, such failure could be the basis for action by the FDA to withdraw approvals for product candidates previously granted to us and for other regulatory action.

We currently rely on a single manufacturer for the preclinical and clinical supplies of each of our product candidates and do not currently have relationships for redundant supply or a second source for any of our product candidates. To date, our third-party manufacturers have met our manufacturing requirements, but we cannot assure you that they will continue to do so. Any performance failure on the part of our existing or future manufacturers could delay clinical development or regulatory approval of our product candidates or

commercialization of any approved products. If for some reason our current contract manufacturers cannot perform as agreed, we may be required to replace them. Although we believe there are a number of potential replacements that could manufacture the clinical supply of our product candidates, we may incur added costs and delays in identifying and qualifying and such replacements. Furthermore, although we generally do not begin a clinical trial unless we have a sufficient supply of a product candidate for the trial, any significant delay in the supply of a product candidate for an ongoing trial due to the need to replace a third-party manufacturer could delay completion of the trial.

If we receive regulatory approval of any of our product candidates, we currently expect to continue to rely upon third-party manufacturers to produce commercial supplies of any such approved product candidate. Accordingly, we will need to identify commercial-scale manufacturers, or our manufacturers of clinical supplies will need to increase their scale of production to meet our projected needs for commercial manufacturing. We can not assure you that we will be able to identify, or reach agreement with, commercial scale manufacturers on commercially reasonably terms, or at all. If we are unable to do so, we will need to develop our own commercial-scale manufacturing capabilities, which could delay commercialization of any approved product candidates.

If we do not establish successful collaborations, we may have to alter our development plans.

Our drug development programs and potential commercialization of our product candidates will require substantial additional cash to fund expenses. We plan to seek to enter into collaborative arrangements to develop and commercialize our products, especially for target indications in which the potential collaborator has particular therapeutic expertise or that involve a large, primary care market that must be served by large sales and marketing organizations or for markets outside of North America. We intend to enter into these collaborations in order to:

We face significant competition in seeking appropriate collaborators and these collaborations are complex and time-consuming to negotiate and document. We may not be able to negotiate collaborations on acceptable terms, or at all. If that were to occur, we may have to curtail the development of a particular product candidate, reduce or delay its development program or one or more of our other development programs, delay its potential commercialization or reduce the scope of our sales or marketing activities, or increase our expenditures and undertake development or commercialization activities at our own expense. If we elect to increase our expenditures to fund development or commercialization activities on our own, we may need to obtain additional capital, which may not be available to us on acceptable terms, or at all. If we do not have sufficient funds, we will not be able to bring our product candidates to market and generate product revenue.

If a collaborative partner terminates or fails to perform its obligations under an agreement with us, the development and commercialization of our product candidates could be delayed or terminated.

If we are successful in entering into collaborative arrangements and any of our collaborative partners does not devote sufficient time and resources to a collaboration arrangement with us, we may not realize the potential commercial benefits of the arrangement, and our results of operations may be adversely affected. In addition, if any future collaboration partner were to breach or terminate its arrangements with us, the development and commercialization of the affected product candidate could be delayed, curtailed or terminated because we may not have sufficient financial resources or capabilities to continue development and commercialization of the product candidate on our own.

Much of the potential revenue from future collaborations may consist of contingent payments, such as payments for achieving development milestones and royalties payable on sales of drugs developed. The milestone and royalty revenues that we may receive under these collaborations will depend upon our collaborator’s ability to successfully develop, introduce, market and sell new products. In addition, collaborators may decide to enter into arrangements with third parties to commercialize products developed under collaborations using our technologies, which could reduce the milestone and royalty revenue that we may receive, if any. Future collaboration partners may fail to develop or effectively commercialize products using our products or technologies because they:

Competition may negatively impact a partner’s focus on and commitment to our product candidate and, as a result, could delay or otherwise negatively affect the commercialization of our product candidate. If future collaboration partners fail to develop or effectively commercialize our product candidates for any of these reasons, we may not be able to replace the collaboration partner with another partner to develop and commercialize a product candidate under the terms of the collaboration. We may also be unable to obtain, on terms acceptable to us, a license from such collaboration partner to any of its intellectual property that may be necessary or useful for us to continue to develop and commercialize a product candidate.

If we are unable to establish sales and marketing capabilities or enter into agreements with third parties to market and sell our product candidates, we may be unable to generate product revenue.

We do not currently have an organization for the sales, marketing, and distribution of pharmaceutical products. In order to market any products that may be approved by the FDA or any other regulatory body, we must build our sales, marketing, managerial, and other non-technical capabilities or make arrangements with third parties to perform these services. If we are unable to establish adequate sales, marketing, and distribution capabilities, whether independently or with third parties, we may not be able to generate product revenue and may not become profitable.

Our future success depends on our ability to retain our chief executive officer and other key executives and to attract, retain, and motivate qualified personnel.

We are highly dependent on Gerald Wisler, our President and Chief Executive Officer, Dr. William Sasiela, our Chief Medical Officer, and the other principal members of our executive and scientific teams listed under “Management.” We have entered into employment agreements with certain members of our executive and scientific teams, but any employee may terminate his or her employment with us at any time. Although we do not have any reason to believe that we may lose the services of any of these persons in the foreseeable future, the loss of the services of any of these persons might impede the achievement of our research, development, and commercialization objectives. Recruiting and retaining qualified scientific personnel and possibly sales and marketing personnel will also be critical to our success. We may not be able to attract and retain these personnel

on acceptable terms given the competition among numerous pharmaceutical and biotechnology companies for similar personnel. We also experience competition for the hiring of scientific personnel from universities and research institutions. Failure to succeed in clinical trials may make it more challenging to recruit and retain qualified scientific personnel. In addition, we rely on consultants and advisors, including scientific and clinical advisors, to assist us in formulating our development and commercialization strategy. Our consultants and advisors may be employed by employers other than us and may have commitments under consulting or advisory contracts with other entities that may limit their availability to us.

We expect to expand our development and marketing capabilities, and as a result, we may encounter difficulties in managing our growth, which could disrupt our operations.

We currently have a very limited number of employees, and we expect to experience significant growth in the number of our employees and the scope of our operations. To manage our anticipated future growth, we must continue to implement and improve our managerial, operational, and financial systems, expand our facilities, and continue to recruit and train additional qualified personnel. Due to our limited resources, we may not be able to effectively manage the expansion of our operations or recruit and train additional qualified personnel. The physical expansion of our operations may lead to significant costs and may divert our management and business development resources. Any inability to manage growth could delay the execution of our business plans or disrupt our operations.

Market volatility may affect our stock price and the value of your investment.

Following this offering, the market price for our common stock is likely to be volatile, in part because our shares have not been previously traded publicly. In addition, the market price of our common stock may fluctuate significantly in response to a number of factors, most of which we cannot control, including:

An active public market for our common stock may not develop or be sustained after this offering. We will negotiate and determine the initial public offering price with representatives of the underwriters and this price may not be indicative of prices that will prevail in the trading market. As a result, you may not be able to sell your shares of common stock at or above the offering price.

We may allocate the net proceeds from this offering in ways that you and other stockholders may not approve.

We currently intend to use the proceeds from this offering to fund the continued clinical development of AEGR-733 and AEGR-427 (implitapide) and for general and administrative expenses, capital expenditures, working capital needs, prosecution and maintenance of our intellectual property, and other corporate purposes. Because of the number and variability of factors that will determine our use of the proceeds from this offering, their ultimate use may vary substantially from their currently intended use. As such, our management will have broad discretion in the application of the net proceeds from this offering and could spend the proceeds in ways that do not necessarily improve our operating results or enhance the value of our common stock. For a further description of our intended use of the proceeds of the offering, see “Use of Proceeds.”

Anti-takeover provisions in our charter documents and under Delaware law could make an acquisition of us, which may be beneficial to our stockholders, more difficult and may prevent attempts by our stockholders to replace or remove our current management.

Provisions in our certificate of incorporation and by-laws may delay or prevent an acquisition of us or a change in our management. These provisions include a classified board of directors, a prohibition on actions by written consent of our stockholders and the ability of our board of directors to issue preferred stock without stockholder approval. In addition, because we are incorporated in Delaware, we are governed by the provisions of Section 203 of the Delaware General Corporation Law, which limits the ability of stockholders owning in excess of 15% of our outstanding voting stock to merge or combine with us. Although we believe these provisions collectively provide for an opportunity to obtain greater value for stockholders by requiring potential acquirors to negotiate with our board of directors, they would apply even if an offer rejected by our board were considered beneficial by some stockholders. In addition, these provisions may frustrate or prevent any attempts by our stockholders to replace or remove our current management by making it more difficult for stockholders to replace members of our board of directors, which is responsible for appointing the members of our management.

We have never declared or paid any cash dividend on our common stock. We currently anticipate that we will retain future earnings for the development, operation and expansion of our business and do not anticipate declaring or paying any cash dividends for the foreseeable future.

Upon completion of this offering, there will be shares of our common stock outstanding. Of these, shares are being sold in this offering (or shares, if the underwriters exercise their over-allotment option in full), shares may be sold upon expiration of lock-up agreements 180 days after the date of this offering and the remaining shares may be sold from time to time thereafter upon expiration of their respective one-year holding periods under Rule 144 under the Securities Act of 1933, as amended, or the Securities Act. In addition, as of February 28, 2007, we had outstanding options to purchase 715,000 shares of common stock that, if exercised, will result in these additional shares becoming available for sale upon expiration of the lock-up agreements. A large portion of these shares and options are held by a small number of persons and investment funds. Sales by these stockholders or optionholders of a substantial number of shares after this offering could significantly reduce the market price of our common stock. Moreover, after this offering, the holders of shares of common stock will have rights, subject to some conditions, to require us to file registration statements covering the shares they currently hold, or to include these shares in registration statements that we may file for ourselves or other stockholders.

We also intend to register all common stock that we may issue under our 2007 Stock Option and Incentive Plan. Effective upon the completion of this offering, an aggregate of shares of our common stock will be

reserved for future issuance under this plan. Once we register these shares, which we plan to do shortly after the completion of this offering, they can be freely sold in the public market upon issuance, subject to the lock-up agreements referred to above. If a large number of these shares are sold in the public market, the sales could reduce the trading price of our common stock. See “Shares Eligible for Future Sale” for a more detailed description of sales that may occur in the future.

You will suffer immediate and substantial dilution in the net tangible book value of the common stock you purchase.

The initial public offering price of our common stock is substantially higher than the net tangible book value per share of our outstanding common stock immediately after this offering. Purchasers of common stock in this offering will experience immediate dilution of approximately $ per share in net tangible book value of the common stock. In addition, investors purchasing common stock in this offering will contribute approximately % of the total amount invested by stockholders since inception, but will only own approximately % of the shares of common stock outstanding. In the past, we issued restricted stock and options to acquire common stock at prices significantly below the initial public offering price. To the extent these outstanding options are ultimately exercised, investors purchasing common stock in this offering will sustain further dilution. See “Dilution” for a more detailed description of the dilution to new investors in the offering.

This prospectus contains forward-looking statements. Forward-looking statements relate to future events or our future financial performance. We generally identify forward-looking statements by terminology such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these terms or other similar words. These statements are only predictions. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition and results of operations. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties and other factors described in “Risk Factors” and elsewhere in this prospectus. Accordingly, you should not rely upon forward-looking statements as predictions of future events. We cannot assure you that the events and circumstances reflected in the forward-looking statements will be achieved or occur, and actual results could differ materially from those projected in the forward-looking statements. Forward-looking statements contained in this prospectus include, but are not limited to, statements about:

The forward-looking statements made in this prospectus relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events.

We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements and you should not place undue reliance on our forward-looking statements. We have included important factors in the cautionary statements included in this prospectus, particularly in the section entitled “Risk Factors” that we believe could cause actual results or events to differ materially from the forward-looking statements that we make. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures or investments we may make. We do not assume any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Unless otherwise indicated, information contained in this prospectus concerning the biotechnology industry and the hyperlipidemia market, including our general expectations and market position, market opportunity and market share, is based on information from independent industry analysts and third party sources, such as The New England Journal of Medicine, the American Heart Association, IMS Health, the Canadian Cardiovascular Society, the Joint British Society and the National Cholesterol Education Program, and management estimates. Management estimates are derived from publicly available information released by independent industry analysts and third party sources, as well as data from our internal research, and are based on assumptions made by us based on such data and our knowledge of such industry and markets, which we believe to be reasonable. None of the sources cited in this prospectus has consented to the inclusion of any data from its reports, nor have we sought their consent. Our internal research has not been verified by any independent source, and we have not independently verified any third party information and cannot assure you of its accuracy or completeness. In addition, while we believe the market position, market opportunity and market share information included in this prospectus is generally reliable, such information is inherently imprecise. Such data involves risks and uncertainties and are subject to change based on various factors, including those discussed under the heading “Risk Factors.”

We estimate that the net proceeds of the sale of the common stock that we are offering will be approximately $ million, or $ million if the underwriters exercise their over-allotment option in full, assuming an initial public offering price of $ per share, which is the midpoint of the range listed on the cover page of this prospectus, and after deducting underwriting discounts and commissions and estimated offering expenses that we must pay.

A $1.00 increase (decrease) in the assumed initial public offering price of $ per share would increase (decrease) the net proceeds to us from this offering by approximately $ million, assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

The principal purposes of this offering are to obtain additional working capital to fund anticipated operating losses, establish a public market for our common stock, and facilitate future access to the public markets. We estimate that we will use approximately $ million of the net proceeds we receive in this offering to repay long-term debt, including accrued interest, under our loan and security agreement with Hercules. As of , 2007, we had outstanding $ million in aggregate principal amount under this loan and security agreement, bearing interest at a rate of per annum, maturing in November 2010. We entered into this loan and security agreement in March 2007 and used the proceeds of this indebtedness for working capital purposes, principally to help pay costs associated with this offering.

We estimate that we will use the remaining proceeds of this offering as follows:

We have no current understandings, commitments, or agreements with respect to any acquisition of or investment in any technologies, products or companies.

As of the date of this prospectus, we cannot predict with certainty all of the particular uses for the proceeds from this offering, or the amounts that we will actually spend on the uses set forth above. The amounts and timing of our actual expenditures will depend upon numerous factors, including the progress of our development and commercialization efforts, the progress of our clinical trials, whether or not we enter into strategic collaborations or partnerships, and our operating costs and expenditures. Accordingly, our management will have significant flexibility in applying the net proceeds of this offering.

The costs and timing of drug development and regulatory approval, particularly conducting clinical trials, are highly uncertain, are subject to substantial risks, and can often change. Accordingly, we may change the allocation of use of these proceeds as a result of contingencies such as the progress and results of our clinical trials and other development activities, the establishment of collaborations, our manufacturing requirements and regulatory or competitive developments. In addition, assuming our current clinical programs proceed further to the next stage of clinical development, we do not expect our existing capital resources and the net proceeds from this offering to be sufficient to enable us to fund the completion of all such clinical development programs through commercial introduction. Accordingly, we expect we will need to raise additional funds.

Pending use of the proceeds from this offering as described above or otherwise, we intend to invest the net proceeds in short-term interest-bearing, investment grade securities.

We have never declared or paid dividends on our common stock. Our board of directors will continue to have discretion in determining whether to declare or pay dividends, which will depend upon our financial condition, results of operations, capital requirements and other factors our board of directors deems relevant. We currently anticipate that we will retain future earnings for the development, operation and expansion of our business and the repayment of indebtedness. In addition, under our loan and security agreement with Hercules, we are prohibited from declaring or paying any cash dividends. Accordingly, we do not anticipate declaring or paying any cash dividends for the foreseeable future.

You should read the following table in conjunction with our consolidated financial statements and related notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” appearing elsewhere in this prospectus.

If you invest in our common stock, your interest will be diluted immediately to the extent of the difference between the assumed initial offering price of $ per share of our common stock and the pro forma as adjusted net tangible book value per share of our common stock after this offering. Our pro forma net tangible book value as of December 31, 2006 was $ , or $ per share of common stock. Pro forma net tangible book value per share represents the amount of our total tangible assets less our total liabilities, divided by the number of shares of common stock outstanding, as of December 31, 2006 after giving effect to the conversion of all of our Series A redeemable convertible preferred stock and accrued dividends thereon into shares of our common stock, which will occur upon completion of this offering.

After giving effect to the sale by us of shares of common stock in this offering at an assumed initial public offering price of $ per share, which is the midpoint of the range listed on the cover page of this prospectus, and after deducting underwriting discounts and commissions and estimated offering expenses payable by us, our pro forma as adjusted net tangible book value as of December 31, 2006 would have been approximately $ million, or approximately $ per share. This amount represents an immediate increase in pro forma net tangible book value of $ per share to our existing stockholders and an immediate dilution in pro forma net tangible book value of approximately $ per share to new investors purchasing shares of common stock in this offering at the assumed initial public offering price. The following table illustrates this dilution on a per share basis:

A $1.00 increase (decrease) in the assumed initial public offering price of $ per share would increase (decrease) our pro forma as adjusted net tangible book value as of December 31, 2006 by approximately $ million, the pro forma as adjusted net tangible book value per share after this offering by $ and the dilution to new investors in this offering by $ per share, assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

If the underwriters exercise their over-allotment option in full, the pro forma as adjusted net tangible book value per share after this offering would be $ per share, the increase per share attributable to new investors would be $ per share and the dilution to new investors would be $ per share.

The following table summarizes, as of December 31, 2006, the differences between the number of shares purchased from us, the total consideration paid to us and the average price per share that existing stockholders and new investors paid. The table gives effect to the conversion of all of our Series A redeemable convertible preferred stock and accrued dividends thereon into shares of common stock, which will occur upon completion of this offering. The calculation below is based on an assumed initial public offering price of $ per share, which is the midpoint of the range listed on the cover page of this prospectus, and before deducting underwriting discounts and commissions and estimated offering expenses that we must pay.

A $1.00 increase (decrease) in the assumed initial public offering price of $ per share would increase (decrease) total consideration paid to us by investors participating in this offering by approximately $ million, assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

Assuming the underwriters’ over-allotment option is exercised in full, sales by us in this offering will reduce the percentage of shares held by existing stockholders to % and will increase the number of shares held by new investors to , or %

The following selected financial data should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our audited financial statements and the notes included elsewhere in this prospectus. The statements of operations data for the period February 4, 2005 (inception) to December 31, 2005 and for the year ended December 31, 2006 and balance sheet data as of December 31, 2005 and 2006 were derived from our audited financial statements that are included elsewhere in this prospectus. The historical results presented below are not necessarily indicative of financial results to be achieved in future periods.

The following discussion and analysis should be read together with our financial statements that appear elsewhere in this prospectus. This discussion contains forward-looking statements reflecting our current expectations and involves risk and uncertainties. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “intend,” “potential” or “continue” or the negative of these terms or other comparable terminology. For example, statements regarding our expectations as to future financial performance, expense levels and liquidity sources are forward-looking statements. Actual results and the timing of events could differ materially from those discussed in our forward-looking statements as a result of many factors, including those set forth under “Risk Factors” and elsewhere in this prospectus.

Aegerion Pharmaceuticals is an emerging biopharmaceutical company focused on the development and commercialization of small-molecule therapeutics to treat cardiovascular and metabolic disease. Our current product candidates are microsomal triglyceride transfer protein inhibitors, or MTP-Is, that limit secretion of cholesterol and triglycerides, collectively referred to as lipids, from the intestine and liver and have demonstrated in humans an ability to significantly reduce low-density lipoprotein cholesterol, or LDL-C. We believe these compounds have the potential to address significant unmet medical needs for patients who seek to lower their cholesterol levels, either on a stand-alone basis or in combination with existing therapies, such as statins and cholesterol absorption inhibitors.

We have two product candidates, AEGR-733 and AEGR-427 (implitapide), in clinical development. We hold exclusive worldwide rights to certain know-how and patents applicable these compounds pursuant to license agreements we completed in 2006 with The Trustees of the University of Pennsylvania and Bayer Healthcare AG, respectively. Under these agreements, we are required to make payments to our licensors throughout the development phase of these compounds, including payments upon the completion of specified development milestones. If and when we obtain regulatory approval of, and commercialize, these compounds, we will be required to pay our licensors specified royalty payments on any net sales. For more information on these license agreements, see “Business—Licenses.”

In 2007, we expect additional Phase II clinical trials of AEGR-733 will be initiated to further evaluate its potential role in reducing LDL-C in patients with hypercholesterolemia, and in the second half of 2007 we expect a Phase III clinical trial of AEGR-733 for patients with HoFH will be initiated. In the second half of 2007, we expect a Phase II dose ranging trial will be initiated to evaluate the efficacy and safety/tolerability profile of AEGR-427 (implitapide) in doses ranging from 30 mg to 50 mg, and a Phase I pharmacokinetics trial will be initiated to evaluate the ability of AEGR-427 (implitapide) to be used in combination with statins.

If approved for sale, we intend to market our product candidates ourselves and with a partner in the United States and through strategic collaborations outside of the United States. We currently contract with outside firms to manufacture clinical supplies of our product candidates and have no plans to establish internal manufacturing capabilities.

We commenced operations in February 2005. Since our inception, we have generated significant losses. As of December 31, 2006, we had a deficit accumulated during development stage of $8.6 million. We expect to incur substantial and increasing losses for the next several years as we:

To date, we have funded our operations primarily through private placement of preferred stock, convertible debt and venture debt. As of December 31, 2006, we have had no revenue since inception and have only interest income from short-term investments. We will need substantial additional financing to obtain regulatory approvals for our product candidates, fund operating losses and establish sales and marketing capabilities, which we will seek to raise through public or private equity or debt financings, collaborative or other arrangements with third parties or through other sources of financing. There can be no assurance that such funds will be available on terms favorable to us, if at all. In addition to the normal risks associated with early-stage companies, there can be no assurance that we will successfully complete development of our product candidates, obtain adequate patent protection for our technology, obtain necessary government regulatory approval for our product candidates or that any approved product candidates will be commercially viable. In addition, we may not be profitable even if we succeed in commercializing any of our product candidates.

To date, we have not generated any revenue from the sale of any product candidates. We do not expect to generate significant revenue unless or until we obtain regulatory approval of, and commercialize, our product candidates or in-license additional products that generate revenue. We intend to seek to generate revenue from a combination of product sales, up-front fees and milestone payments in connection with collaborative or strategic relationships, and royalties resulting from the license of our intellectual property. We expect that any revenue we generate will fluctuate from quarter to quarter as a result of the nature, timing and amount of milestone payments we may receive from our collaborative or strategic relationships, as well as revenue we may receive upon the sale of our products, to the extent any are successfully commercialized.

Since our inception, we have focused our activities on our product candidate development programs. We expense development expenses as they are incurred. Our development expenses consist primarily of:

We expense both internal and external development costs as incurred. We use our employee and infrastructure resources across several projects, and thus some of our development costs are not attributable to an individually-named project but rather are allocated across our clinical stage programs.

The following table shows our total development expense for the period from February 4, 2005 (inception) through December 31, 2005 and for the year ended December 31, 2006.

We expect our development expenses to increase significantly as we continue to develop our product candidates. In 2007, we expect additional Phase II clinical trials of AEGR-733 will be initiated to further evaluate its potential role in reducing LDL-C in patients with hypercholesterolemia, and in the second half of 2007, we expect a Phase III clinical trial of AEGR-733 for patients with HoFH will be initiated, funded in part through a grant from the FDA under its orphan products grant program. We currently estimate that the costs to us for the Phase II trials will be approximately $ million and for the Phase III trial will be approximately $ million, in each case exclusive of internal personnel costs associated with conducting these trials. We expect to initiate a Phase I and a Phase II trial of AEGR-427 (implitapide) during the second half of 2007. We currently estimate that the costs to us for these trials will be approximately $ million, exclusive of internal personnel costs associated with conducting these trials.

We expect that a large percentage of our development expenses in the future will be incurred in support of our current and future preclinical and clinical development programs. These expenditures are subject to numerous uncertainties in timing and cost to completion. We expect to continue to test our product candidates in preclinical studies for toxicology, safety and efficacy, and to conduct additional clinical trials for each product candidate. If we are not able to engage a collaboration partner prior to the commencement of later stage clinical trials, we may fund these trials ourselves. As we obtain results from clinical trials, we may elect to discontinue or delay clinical trials for certain product candidates or programs in order to focus our resources on more promising product candidates or programs. Completion of clinical trials by us or our future collaborators may take several years or more, but the length of time generally varies according to the type, complexity, novelty and intended use of a product candidate. The cost of clinical trials may vary significantly over the life of a project as a result of differences arising during clinical development, including, among others:

Our expenses related to clinical trials are based on estimates of the services received and efforts expended pursuant to contracts with multiple research institutions and clinical research organizations that conduct and manage clinical trials on our behalf. The financial terms of these agreements are subject to negotiation and vary from contract to contract and may result in uneven payment flows. Generally, these agreements set forth the scope of work to be performed at a fixed fee or unit price. Payments under the contracts depend on factors such

as the successful enrollment of patients or the completion of clinical trial milestones. Expenses related to clinical trials generally are accrued based on contracted amounts applied to the level of patient enrollment and activity according to the protocol. If timelines or contracts are modified based upon changes in the clinical trial protocol or scope of work to be performed, we modify our estimates of accrued expenses accordingly on a prospective basis.

None of our product candidates has received FDA or foreign regulatory marketing approval. In order to grant marketing approval, the FDA or foreign regulatory agencies must conclude that clinical data establishes the safety and efficacy of our product candidates. Furthermore, our strategy includes entering into collaborations with third parties to participate in the development and commercialization of our product candidates. In the event that third parties have control over the clinical trial process for a product candidate, the estimated completion date would largely be under control of that third party rather than under our control. We cannot forecast with any degree of certainty which of our product candidates will be subject to future collaborations or how such arrangements would affect our development plan or capital requirements.

As a result of the uncertainties discussed above, we are unable to determine the duration and completion costs of our development projects or when and to what extent we will receive cash inflows from the commercialization and sale of an approved product candidate.

General and administrative expenses consist primarily of compensation for employees in executive and operational functions, including clinical, regulatory, finance, business development and corporate development. Other significant costs include facilities costs and professional fees for accounting and legal services, including legal services associated with obtaining and maintaining patents. After completion of this offering, we anticipate incurring a significant increase in general and administrative expenses, as we operate as a public company. These increases will likely include increased costs for insurance, costs related to the hiring of additional personnel and payment to outside consultants, lawyers and accountants. We also expect to incur significant costs to comply with the corporate governance, internal controls and similar requirements applicable to public companies.

Our management’s discussion and analysis of our financial condition and results of operations are based on our financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. On an ongoing basis, we evaluate these estimates and judgments, including those described below. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. These estimates and assumptions form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results and experiences may differ materially from these estimates.

While our significant accounting policies are more fully described in Note 1 to our financial statements included at the end of this prospectus, we believe that the following accounting policies are the most critical to aid you in fully understanding and evaluating our reported financial results and affect the more significant judgments and estimates that we use in the preparation of our financial statements.

As part of the process of preparing financial statements, we are required to estimate accrued expenses. This process involves reviewing open contracts and purchase orders, communicating with our applicable personnel to identify services that have been performed on our behalf and estimating the level of service performed and the associated cost incurred for the service when we have not yet been invoiced or otherwise notified of actual cost.

The majority of our service providers invoice us monthly in arrears for services performed. We make estimates of our accrued expenses as of each balance sheet date in our financial statements based on facts and circumstances known to us. We periodically confirm the accuracy of our estimates with the service providers and make adjustments if necessary. To date, we have not adjusted our estimate at any particular balance sheet date in any material amount. Examples of estimated accrued expenses include:

We base our expenses related to clinical trials on our estimates of the services received and efforts expended pursuant to contracts with multiple research institutions and clinical research organizations that conduct and manage clinical trials on our behalf. The financial terms of these agreements are subject to negotiation, vary from contract to contract and may result in uneven payment flows. Payments under some of these contracts depend on factors such as the successful enrollment of patients and the completion of clinical trial milestones. In accruing service fees, we estimate the time period over which services will be performed and the level of effort to be expended in each period. If the actual timing of the performance of services or the level of effort varies from our estimate, we will adjust the accrual accordingly. If we do not identify costs that we have begun to incur or if we underestimate or overestimate the level of services performed or the costs of these services, our actual expenses could differ from our estimates.

Effective January 1, 2006, we adopted Statement of Financial Accounting Standard, or SFAS, No. 123(R), Share-Based Payment, or SFAS 123R, which revised SFAS No. 123, Accounting for Stock-Based Compensation, or SFAS 123, and supersedes Accounting Principles Board, or APB, Opinion No. 25, Accounting for Stock Issued to Employees, or APB 25. Under SFAS 123R, we recognize as compensation expense the fair value, for accounting purposes, of stock options, restricted stock awards and other stock-based compensation issued to employees over the requisite service periods, which are typically the vesting periods. We adopted SFAS 123R using the modified-prospective-transition method, which requires us to record compensation expense for the non-vested portion of previously issued stock-based compensation awards that were outstanding at January 1, 2006, and any awards issued or modified after January 1, 2006. Equity instruments issued to non-employees are recorded at their fair value, for accounting purposes, as determined in accordance with SFAS 123R and Emerging Issues Task Force, or EITF, 96-18, Accounting for Equity Instruments That are Issued to Other Than Employees for Acquiring, or in Conjunction with Selling Goods and Services, and are periodically revalued as the equity instruments vest and are recognized as expense over the related service period.

We recognized stock-based compensation expense of $522,349 million in 2006. As of December 31, 2006, we had $1,792,270 million in total unrecognized compensation cost related to non-vested stock-based compensation arrangements, which we expect to recognize over a weighted average period of approximately 3.6 years. Based on the assumed initial public offering price of $ per share, the intrinsic value of our stock-based compensation arrangements outstanding at December 31, 2006 was $ million, of which $ million related to vested arrangements and $ million related to non-vested arrangements.

Under SFAS 123R, we calculate the fair value of stock-based compensation awards using the Black-Scholes option-pricing model. For the year ended December 31, 2006, the weighted average assumptions used in the Black-Scholes model were 5.9 years for the expected term, 69.5% for the expected volatility, 4.8% for the risk free rate and 0.0% for dividend yield. Expense amounts for future awards for any particular quarterly or annual period could be affected by changes in our assumptions. The weighted average expected option term for 2006 reflects the application of the simplified method set out in SEC Staff Accounting Bulletin, or SAB, No. 107,

which was issued in March 2005. The simplified method defines the life as the average of the contractual term of the stock-based compensation award and the weighted average vesting period for all tranches. Estimated volatility for fiscal 2006 also reflects the application of SAB No. 107 interpretive guidance and, accordingly, incorporates historical volatility of similar public entities.

For all periods prior to January 1, 2006, we accounted for our employee stock-based compensation using the intrinsic value-based method of accounting in accordance with APB 25. Under APB 25, we recognize compensation expense for stock-based compensation arrangements with our employees only if the purchase price was below the fair value, for accounting purposes, of the underlying common stock on the date of grant. This compensation expense is recognized over the applicable vesting periods. In 2005, we recorded employee stock-based compensation expense of $6,457 related to restricted stock purchased by an employee in December 2005. There were no stock options granted to employees in 2005.

Prior to this offering there was no public market for our common stock, and in connection with our issuance of stock options the fair value for our common stock was estimated by our board of directors, with input from management. Our board of directors exercised judgment in determining the estimated fair market value of our common stock. We have not historically obtained contemporaneous valuations by an unrelated valuation specialist because, at the time of the issuances of stock options, we believed our estimates of the fair market value of our common stock to be reasonable and consistent with our understanding of how similarly situated companies in our industry are valued. Given the absence of an active market for our common stock, our board of directors determined the fair market value of our common stock on the date of grant based on several factors, including:

In connection with the preparation of our financial statements, we retrospectively reassessed the estimated fair market value of our common stock in light of the American Institute of Certified Public Accountants, or AICPA, Practice Aid Valuation of Privately-Held-Company Equity Securities Issued as Compensation, which we refer to as the practice aid. In conducting this reassessment, we took into consideration the market and income approaches to valuation as set forth in the practice aid. In determining the reassessed fair market value of our common stock, we established $3.58 as the fair market value, for accounting purposes, of our common stock as of February 2007. In light of our limited operating history and rapid appreciation in enterprise valuation, we have applied, for accounting purposes, this fair market value retrospectively to all of our equity compensation arrangements awarded since May 2006, at which time we completed our license agreements with UPenn and Bayer. For all equity compensation arrangements awarded between August 2005 and April 2006, we have retrospectively established $0.6119 as the fair market value, for accounting purposes, of our common stock. In December 2005, we completed our Series A redeemable convertible preferred stock financing, in connection with which the preferred stock conversion value was initially fixed at $1.8599, but subject to adjustment downward to $0.6119 in the event we did not complete our license agreements with UPenn and Bayer prior to June 15, 2006. We completed these license agreements in May 2006, at which time this adjustment mechanism terminated.

In making our retrospective reassessment of fair value for accounting purposes, the following factors were considered, among others:

During the year ended December 31, 2006, we granted stock options with exercise prices as follows:

In accordance with SFAS 123R, we recognize as compensation expense the fair value of these equity compensation awards over the applicable vesting period.

Options to purchase an additional 225,000 shares of our common stock were awarded in February 2007 at an exercise price of $3.58.

Comparison of the Year Ended December 31, 2006 and the Period From February 4, 2005 (Inception) Through December 31, 2005

Revenue. We did not recognize any revenue for the period from February 4, 2005 (inception) to December 31, 2005 or the year ended December 31, 2006.

Research and Development Expenses. Development expenses were $3.8 million for the year ended December 31, 2006, compared with $0.1 million for the period from February 4, 2005 (inception) to December 31, 2005. The $3.7 million increase in our development expenses reflects an increase of $2.1 million in development expenses directly related to our AEGR-733 development program, an increase of $0.8 million in development expenses directly related to our AEGR-427 (implitapide) development program and an increase of $0.8 million in unallocated development expenses. The $2.1 million increase in costs for the AEGR-733 development program for 2006 was primarily attributable to clinical costs associated with our Phase II clinical trial for this compound and a one-time license initiation fee payable to the licensor of this compound. The $0.8 million increase in costs for the AEGR-427 (implitapide) development program for 2006 was attributable to a one-time license initiation fee payable to the licensor of this compound. The $0.8 million in unallocated development expenses is primarily comprised of internal personnel costs and, to a lesser degree, general infrastructure costs. We expect our development expenses to increase significantly in subsequent periods as we continue to advance the clinical development our product candidates.

General and Administrative Expenses. General and administrative expenses were $3.2 million for the year ended December 31, 2006, compared with $1.0 million for the period from February 4, 2005 (inception) to December 31, 2005. The $2.2 million increase was primarily attributable to the increase in administration, salary and facility costs. After completion of this offering, we expect expenses to increase significantly as we operate as a public company.

Interest Expense. Interest expense was $0 for the year ended December 31, 2006, compared with $235,978 for the period from February 4, 2005 (inception) to December 31, 2005. The interest expense during the period from February 4, 2005 to December 31, 2005 was due to non-cash accrued interest expense for $749,000 of convertible notes we issued in August 2005, which were converted to preferred stock in connection with our the Series A financing consummated in December 2005.

Interest Income. Interest income was $871,405 for the year ended December 31, 2006, compared with $17,801 for the period from February 4, 2005 (inception) to December 31, 2005. The increase in interest income of approximately $853,604 was primarily attributable to the higher level of cash available during 2006 as proceeds from the sale of our Series A redeemable convertible preferred stock were received in December 2005.

To date, we have funded our operations primarily through private placements of preferred stock, venture debt and convertible debt. As of December 31, 2006, we had received approximately $22.6 million of cash proceeds from the sale of equity securities, including the notes that were converted into preferred stock, net of offering expenses.

In March 2007, we entered into a $15.0 million loan and security agreement with Hercules Technology Growth Capital, Inc., or Hercules, and borrowed $10.0 million under this agreement. Principal amount outstanding under this loan agreement bears interest at the prime lending rate, as published by the Wall Street Journal, plus 2.50% per annum, and matures on August 19, 2010 or, following the closing of our initial public offering, November 2010. We granted Hercules a first priority security interest on all of our assets, except for our intellectual property.

In connection with this loan agreement, we entered into a warrant agreement with Hercules, under which Hercules has the right to purchase the number of shares of our common stock determined by dividing 4.25% of the advances made under the loan agreement by the applicable exercise price. With respect to the initial $10.0 million advance under the loan agreement, the exercise price per share shall be equal to the lower of $3.58 or 85% of the initial public offering price of our common stock. With respect to subsequent advances made after our initial public offering, the exercise price will be equal to the volume weighted average price of our common stock for a period of seven trading days before such advance.

Net cash used in operating activities amounted to $5.5 million for the year ended December 31, 2006 and $252,301 for the period from February 4, 2005 (inception) to December 31, 2005. The primary use of cash was to fund our net operating losses for these periods, adjusted for non-cash expenses, including depreciation and amortization of $6,672 during 2006, non-cash stock based compensation of $522,349 during the year ended December 31, 2006 and a net increase in operating liabilities of $119,837 for the year ended December 31, 2006 and $769,543 for the period from February 4, 2005 (inception) to December 31, 2005. Our losses were primarily due to our clinical development activities. During the year ended December 31, 2006, these activities primarily consisted of clinical trials for AEGR-733. During the period from February 4, 2005 (inception) to December 31, 2005, these activities primarily consisted of $1.0 million of general and administrative costs associated with the formation of Aegerion and $0.1 million paid to a prior holder of certain rights to AEGR-733 in exchange for the relinquishment of those rights.

Net cash used in investing activities for the year ended December 31, 2006 amounted to approximately $33,388 and $3,355 for the period from February 4, 2005 (inception) to December 31, 2005. The net cash used in investing activities during the year ended December 31, 2006 consisted of capital equipment necessary to support our anticipated future growth.

Net cash provided by financing activities amounted to $440 for the year ended December 31, 2006, and $22.4 million for the period from February 4, 2005 (inception) to December 31, 2005, consisting primarily of private sales of our Series A redeemable convertible preferred stock and convertible promissory notes which were converted into our Series A redeemable convertible preferred stock, which were offset in part by stock issuance costs.

The following table summarizes our long-term contractual obligations and commitments as of December 31, 2006:

The above amounts exclude potential payments to be made under our license agreements to our licensors that are based on the progress of our product candidates in development, as these payments are not determinable. Under our license agreement with UPenn, we will be required to make development milestone payments to UPenn of up to an aggregate of $150,000 when a licensed product candidate’s indication is limited to HoFH or HeFH, and an aggregate of $2,550,000 for all other indications within the licensed field (all such development milestone payments for these other indications is payable only once, no matter how many licensed product candidates for these other indications are developed), make specified royalty payments on net sales of licensed product candidates that infringe the licensed patent rights (subject to a variety of customary reductions, such as royalty stacking), and share with UPenn specified percentages of sublicensing royalties and other consideration that we receive under any sublicenses that we may grant. Under our license agreement with Bayer, we will be required to make certain development milestone payments of up to an aggregate of $4,525,000 upon the achievement of certain development milestones (each development milestone payment is payable only once, no matter how many licensed product candidates are developed), a one-time commercialization milestone payment of $5,000,000 if we achieve aggregate net sales of licensed product candidates of $250,000,000 (payable only once, no matter how many licensed product candidates are commercialized), and specified royalty payments on net sales of licensed product candidates (subject to a variety of reductions). Our annual payments to Bayer described above for 2007 through 2011 will be creditable in full against any development milestones that are or become payable to Bayer.

We expect to incur substantial expenses and generate significant operating losses as we continue to advance our product candidates into preclinical studies and clinical trials and as we:

Our future capital uses and requirements depend on numerous forward-looking factors. These factors include, but are not limited to, the following:

To date, we have not generated any revenue from the sale of any approved product candidates. We do not expect to generate revenue unless or until we obtain regulatory approval of, and commercialize, our product candidates. We expect our continuing operating losses to result in increases in cash used in operations over the next several years. Our future capital requirements will depend on a number of factors including the progress and results of our clinical trials, the costs, timing and outcome of regulatory review of our product candidates, our revenue, if any, from successful development and commercialization of our product candidates, the costs of commercialization activities, the scope, progress, results and costs of preclinical development, laboratory testing and clinical trials for other product candidates, the emergence of competing therapies and other market developments, the costs of preparing, filing and prosecuting patent applications and maintaining, enforcing and defending intellectual property rights, the extent to which we acquire or invest in other product candidates and technologies, and our ability to establish collaborations and obtain milestone, royalty or other payments from any collaborators.

Based on our current operating plans, we expect the proceeds of this offering, together with our existing resources, to be sufficient to fund our planned operations, including our continued product candidate development, at least through the end of 2008. However, we may require significant additional funds earlier than we currently expect to conduct additional clinical trials and seek regulatory approval of our product candidates. Because of the numerous risks and uncertainties associated with the development and commercialization of our product candidates, we are unable to estimate the amounts of increased capital outlays and operating expenditures associated with our current and anticipated clinical trials.

Additional funding may not be available to us on acceptable terms or at all. In addition, the terms of any financing may adversely affect the holdings or the rights of our stockholders. For example, if we raise additional funds by issuing equity securities or by selling debt securities, if convertible, further dilution to our existing stockholders may result. To the extent our capital resources are insufficient to meet our future capital requirements, we will need to finance our future cash needs through public or private equity offerings, collaboration agreements, debt financings or licensing arrangements.

If adequate funds are not available, we may be required to terminate, significantly modify or delay our development programs, reduce our planned commercialization efforts, or obtain funds through collaborators that may require us to relinquish rights to our technologies or product candidates that we might otherwise seek to develop or commercialize independently. We may elect to raise additional funds even before we need them if the conditions for raising capital are favorable.

We do not currently have, nor have we ever had, any relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities, which would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes. In addition, we do not engage in trading activities involving non-exchange traded contracts. Therefore, we are not materially exposed to any financing, liquidity, market or credit risk that could arise if we had engaged in these relationships.

Our primary exposure to market risk is interest income sensitivity, which is affected by changes in the general level of U.S. interest rates, particularly because the majority of our investments are in short-term marketable securities. Due to the nature of our short-term investments, we believe that we are not subject to any material market risk exposure. We do not have any foreign currency or other derivative financial instruments.

In July 2006, FASB issued Interpretation, or FIN, No. 48, Accounting for Uncertainty in Income Taxes—an interpretation of FASB Statement No. 109, or FIN 48. FIN 48 clarifies the recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FIN 48 also provides guidance on recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. FIN 48 is effective for fiscal years beginning after December 15, 2006. We will adopt this interpretation as required. We are currently evaluating the requirements of FIN 48; however, it does not believe that its adoption will have a material effect on our financial statements

In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements, or SFAS 157, which defines fair value, establishes a framework for measuring fair value under generally accepted accounting principles, and expands disclosures about fair value measurements. SFAS 157 applies to other accounting pronouncements that require or permit fair value measurements. The new guidance is effective for financial statements issued for fiscal years beginning after November 15, 2007, and for interim periods within those fiscal years. We are currently evaluating the requirements of SFAS 157; however, we do not believe that its adoption will have a material effect on our financial statements.

In September 2006, the staff of the Securities and Exchange Commission issued Staff Accounting Bulletin, or SAB, No. 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements, or SAB 108. SAB 108 provides guidance on the consideration of the effects of prior year misstatements in quantifying current year misstatements for the purpose of determining whether the current year’s financial statements are materially misstated. SAB 108 is effective for the Company’s fiscal year beginning January 1, 2007; however, we do not believe that its adoption will have an effect on our financial statements.

Lipid-lowering therapeutics represents one of the largest markets in the pharmaceutical industry, with as many as 52 million patients in the United States alone eligible for therapy. Worldwide revenues for lipid-lowering therapeutics were approximately $30 billion for the twelve months ended December 31, 2006. However, significant unmet medical needs remain for patients with elevated lipid levels, in particular LDL-C. Recent clinical trials conducted by others add to the substantial evidence that there is a direct relationship between lower LDL-C levels and decreased risk for major cardiovascular events. These findings prompted the National Cholesterol Education Program, or the NCEP, in 2004 to introduce optional LDL-C guidelines, endorsed by the American Heart Association, the American College of Cardiology and others, advising physicians to consider more intensive treatment options for people with high and moderately high-risk of a cardiovascular event. These options include setting lower treatment goals for LDL-C levels (including a LDL-C level of <70 mg/dL as a therapeutic option for very high-risk patients and a treatment goal of <100 mg/dL for all high-risk patients) and initiating cholesterol-lowering drug therapy at lower LDL-C thresholds. We believe these recommendations reflect a trend toward more aggressive treatment of LDL-C levels in both high and moderately high-risk patient populations, a significant percentage of whom will not be able to achieve the lower LDL-C goals using current treatments. We believe that this unmet medical need will become even more pronounced as lower LDL-C goals become more widely adopted by the medical community.

Several recent clinical trials have shown that combination therapy with multiple, differently acting compounds is the most effective way to achieve these more aggressive LDL-C goals. For example, one recent clinical trial demonstrated that use of Vytorin, a fixed-dose combination of the statin Zocor (simvastatin) and the cholesterol absorption inhibitor Zetia (ezetimibe), results in a greater percentage of high-risk patients reaching their LDL-C goal than does the use of the leading marketed statin, Lipitor (atorvastatin), alone. Despite the increased LDL-C lowering effect of Vytorin over statin monotherapy, we believe millions of people may be unable to reach their optimal level of LDL-C, and the number will increase significantly if the NCEP lowers the guidelines even further for people with high and moderately high-risk of a cardiovascular event. We believe our product candidates have the potential to take advantage of this trend towards combination therapy in the lipid-lowering market.

One of our two product candidates, AEGR-733, is an MTP-I that we are developing for the oral, once-a-day treatment of individuals with high lipid levels, or hyperlipidemia, in particular in those patients with high cholesterol, or hypercholesterolemia, and/or high triglyceride levels, or hypertriglyceridemia, who are unable to meet specified target goals. We believe AEGR-733 has the potential to address unmet medical needs in a variety of patient populations, including the approximately one-third of all patients in the United States at high-risk for coronary heart disease, or approximately 8 million people, we estimate would not be able to achieve a target LDL-C level of <70 mg/dL, even if the most efficacious forms of currently available drug therapies were prescribed. In addition, there are an estimated 1.5 million patients in the United States who are statin-intolerant and unable to achieve goals on non-statin therapy, such as Zetia (ezetimibe), one of the most effective non-statin treatments currently approved for the treatment of high cholesterol. In a recently completed Phase II clinical trial, AEGR-733 in doses of 5 mg to 10 mg in combination with Zetia (ezetimibe) 10 mg resulted in an average reduction in LDL-C of 34.5% to 46.2% in patients with hypercholesterolemia (versus approximately 20% for

Zetia (ezetimibe) alone). There was no difference in discontinuation rates between the patients treated with the combination of AEGR-733 + Zetia (ezetimibe) 10 mg versus those treated with Zetia (ezetimibe) alone. We believe the results of this trial demonstrate the potential of AEGR-733, when used in combination with other non-statin therapies such as Zetia (ezetimibe), to offer statin-like LDL-C lowering efficacy for statin-intolerant patients.

We also believe that AEGR-733 may have advantages over Zetia (ezetimibe), both as a monotherapy and particularly when used in combination with other drug therapies. We believe the potential advantages may include: superior LDL-C lowering efficacy; the ability to administer AEGR-733 at increasing doses for greater LDL-C lowering efficacy due to a significant dose response curve, whereas Zetia (ezetimibe) is only available at a single marketed dose; superior triglyceride lowering efficacy; and the potential to induce weight loss. In a recently completed Phase II clinical trial, AEGR-733 10 mg when used as a monotherapy resulted in significantly greater LDL-C lowering efficacy than Zetia (ezetimibe) 10 mg (29.9% vs. 19.9%, respectively). In 2007, we intend to initiate additional Phase II trials of AEGR-733 to further evaluate its potential role in reducing LDL-C, both as a monotherapy and in combination with Lipitor (atorvastatin) and other lipid-lowering therapies.

We also believe AEGR-733 has the potential to address unmet medical needs in niche patient populations, such as the approximately 30,000 patients in the United States with severe refractory hypercholesterolemia. Patients with this condition have elevated and refractory hypercholesterolemia to the point that they are eligible to receive periodic plasma apheresis, or the mechanical filtration of LDL-C particles from the blood, and often die at an early age. Of these 30,000 patients, approximately 300 patients in the United States have a rare genetic disorder called homozygous familial hypercholesterolemia, or HoFH, resulting in severely elevated levels of LDL-C (400-800 mg/dL). In January 2007, The New England Journal of Medicine published the results of a Phase II clinical trial of AEGR-733 in patients with HoFH. In this trial, patients receiving the highest dose of AEGR-733 (1.0 mg per kg of body weight) as monotherapy achieved on average a 51% reduction in LDL-C. We expect a Phase III clinical trial, to be conducted by the University of Pennsylvania School of Medicine on our behalf, will be initiated in the second half of 2007, to further study the effects of AEGR-733 in this patient population. In this trial, AEGR-733 will be used in conjunction with other lipid-lowering therapies. We expect AEGR-733 to be eligible for orphan drug designation for this patient population and we intend to pursue such designation with the FDA.

Our second product candidate, AEGR-427 (implitapide), is also an MTP-I that we are developing for the oral, once-a-day treatment of hyperlipidemia. In Phase II trials conducted by Bayer Healthcare AG, implitapide 40 mg was shown to lower LDL-C by an average of 22% and triglycerides by an average of 11%, with a discontinuation rate the same as placebo (2%). In addition, based on prior clinical trials, we believe that AEGR-427 (implitapide) may also have an impact on weight loss. In the second half of 2007, we plan to initiate a pharmacokinetic trial to study AEGR-427 (implitapide) in combination with a variety of statin therapies as well as a dose ranging trial to evaluate its efficacy and safety/tolerability profile in doses ranging from 30 mg to 50 mg.

Heart attacks, strokes and other cardiovascular events continue to be the number one cause of death and disability among men and women in western societies. The American Heart Association estimates that approximately 871,500 deaths were caused by cardiovascular disease in 2004, more than the 550,300 deaths caused by cancer.

Abnormally high levels of lipids and lipoproteins are widely regarded as a significant risk factor for cardiovascular disease due to the influence of cholesterol, one of the most clinically relevant lipid substances, on atherosclerosis. Atherosclerosis is a disease that is commonly referred to as a hardening of the arteries and is characterized by the deposition of cholesterol-containing lipoproteins, a lipid substance, in arterial blood vessels. People with elevated lipids and/or lipoproteins in the blood are at risk for atherosclerosis, and therefore cardiovascular disease.

Our bodies obtain cholesterol through the foods we eat via the intestines and by manufacturing cholesterol inside some of our cells and organs, primarily the liver. Cholesterol is transported by the blood to various organs, primarily from the liver and the intestines, in different lipoproteins, the most well known of which are low-density lipoprotein, or LDL, and high-density lipoprotein, or HDL. The cholesterol carried in the blood in LDL-C particles can be deposited throughout the body, but frequently ends up in artery walls, especially those in the heart. This deposition of LDL-C particles is an early and important step in the initiation and progression of atherosclerosis. Accordingly, LDL-C is sometimes referred to as “bad” cholesterol.

A large number of studies have demonstrated the relationship between different levels of LDL-C and their impact on the rate of cardiovascular events. As a result, physicians focus on maintaining low levels of LDL-C in their patients. The market for cholesterol-lowering drugs has become one of the largest therapeutic categories in the pharmaceutical industry. According to IMS Health, worldwide sales of drugs targeting hyperlipidemia were approximately $30 billion for the twelve months ended December 31, 2006, which represents approximately 7.9% of the entire pharmaceutical market. Over the same period, more than 207 million prescriptions were dispensed for agents to treat hyperlipidemia in the United States, representing year-over-year growth in prescriptions of approximately 14%.

The direct relationship between lower LDL-C levels and reduced risk for major cardiovascular events has been consistently demonstrated for more than a decade in over 18 trials involving more than 119,000 patients. In addition, we believe that clinical evidence increasingly supports more aggressive LDL-C reduction than was previously targeted. While early trials demonstrated that lowering relatively high levels of LDL-C significantly reduced the risk of experiencing a cardiovascular event, more recent trials have demonstrated that even patients who initiate therapy with relatively low initial LDL-C levels experience significant clinical benefits from aggressive LDL-C management.

In 1994, the Scandinavian Simvastatin Survival Study (4S) demonstrated that reducing LDL-C levels could result in a significant reduction in cardiovascular events, including heart attacks. In the 4S trial, patients receiving statin therapy experienced, on average, LDL-C reduction from 188 mg/dL to 122 mg/dL, 42% fewer cardiovascular deaths and 35% fewer total cardiovascular events than subjects receiving placebo. Similarly, in 2002, the Heart Protection Study (HPS) demonstrated that patients can derive benefits if their LDL-C levels are treated to aggressive levels, even if their starting levels are not that high. In the HPS trial, patients receiving statin therapy experienced a 22% average reduction in cardiovascular events, and the subgroup of patients with the lowest starting LDL-C levels (~100 mg/dL) who received statin therapy and achieved an LDL-C level of 70 mg/dL were seen to derive as much reduction in heart attacks and strokes (22%) on average as did the overall patient population. The Treat to New Target (TNT) trial further demonstrated the benefit of more aggressive reductions in LDL-C for high risk patients. In the TNT trial, 10,000 patients with prior heart attacks were randomized to one of two treatment arms. In one treatment arm patients received Lipitor (atorvastatin) 10 mg and had their LDL-C reduced to an average of 101 mg/dL. In the second treatment arm, patients were given Lipitor (atorvastatin) 80 mg and had their LDL-C reduced to an average of 78 mg/dL. The patients who received Lipitor (atorvastatin) 80 mg experienced an average of 22% fewer fatal and nonfatal cardiovascular events than patients who received Lipitor (atorvastatin) 10 mg who did not have their LDL-C lowered as significantly. In 2006, A Study To Evaluate the Effect of Rosuvastatin on Intravascular Ultrasound-Derived Coronary Atheroma Burden (ASTEROID) demonstrated that patients with established atherosclerosis who received Crestor (rosuvastatin) for two years experienced mean LDL-C reductions of 53% (130 mg/dL to 61 mg/dL). These patients also saw a significant regression in the amount of atherosclerosis in their arteries. The ASTEROID trial was the first trial to treat patients to such aggressively low LDL-C levels and demonstrate actual regression of the arterial disease.

These trials, among others, have reinforced our belief that patients can derive significant clinical benefits from reduction of LDL-C to levels as low as 60-70 mg/dL. We believe this is corroborated by increasing support for lower LDL-C treatment targets by a variety of organizations. For example, in the United States, increasing

attention has been paid to aggressive LDL-C management by organizations, such as the NCEP, the American Heart Association, and American College of Cardiology. Additionally, both the Canadian Cardiovascular Society and the Joint British Society have supported LDL-C treatment targets as low as 77 mg/dL for high-risk patients.

The NCEP was launched in November 1985 by the National Heart, Lung, and Blood Institute of the National Institutes of Health, an agency of the U.S. Department of Health and Human Services. The stated goal of the NCEP is to contribute to reducing illness and death from coronary heart disease in the United States by reducing the percentage of Americans with high blood cholesterol. The NCEP produces guidelines on the clinical management of hyperlipidemia and periodically updates these guidelines as warranted by scientific advances.

In May 2001, the NCEP published an executive summary of its third report of its Expert Panel on Detection, Evaluation, and Treatment of High Blood Cholesterol in Adults (referred to as Adult Treatment Panel III, or ATP III) and in December 2002, published the final ATP III report. ATP III provided evidence-based recommendations on the management of high blood cholesterol and related disorders. Consistent with prior ATPs, ATP III identified elevated LDL-C as the primary target of cholesterol-lowering therapy and proposed a treatment algorithm for LDL-lowering therapy with specific guidelines for patients based on their particular risk profile.

In July 2004, largely in response to the publication of data from five large clinical trials completed after ATP III, including the HPS trial described above, the NCEP issued an update to its clinical practice guidelines on cholesterol management, advising physicians to consider new, more intensive treatment options for people at very-high-risk, high-risk and moderately high-risk for a heart attack. These options include setting lower treatment goals for LDL-C, as well as initiating cholesterol-lowering drug therapy at lower LDL-C thresholds. The 2004 NCEP update has been widely endorsed by industry and thought leaders in the field. For example, in May 2006, a panel of experts representing the American Heart Association and the American College of Cardiology published updated guidelines for secondary prevention for patients with coronary heart disease and other atherosclerotic vascular disease. In these guidelines they stated that the LDL-C goal for all patients with coronary heart disease is <100 mg/dL but that it is reasonable to treat to <70 mg/dL in these patients.

The 2004 NCEP update defines high-risk patients as those who have coronary heart disease or disease of the blood vessels to the brain or extremities, or diabetes, or multiple (two or more) risk factors (such as smoking and hypertension) that give them a greater than 20% chance of having a heart attack within ten years. Very high-risk patients are defined as those who have had a recent heart attack, or those who have cardiovascular disease combined with either multiple risk factors (especially diabetes), or severe and poorly controlled risk factors (such as continued smoking), or metabolic syndrome (a constellation of risk factors associated with obesity including high triglycerides and low high-density lipoprotein cholesterol, or HDL-C). Patients hospitalized for acute cardiovascular events, such as heart attack, are also considered to be at very high-risk. Moderately high-risk patients are defined as those who have multiple (two or more) risk factors for coronary heart disease together with a 10 to 20% risk of heart attack within ten years.

The major recommendations included in the 2004 NCEP update are summarized below:

Based on the aforementioned factors, as well as additional clinical data released since the 2004 NCEP update, such as the TNT and ASTEROID trials described above, that provides further support to the proposition that “lower is better” when it comes to LDL-C levels, we believe that when the NCEP next issues clinical guidelines, LDL-C goals may be lowered again, perhaps to as low as 70 mg/dL for the entire high-risk patient population.

We believe that the implications of these recent clinical trials and the 2004 NCEP update indicate a continuing trend in medical beliefs towards lowering optimal LDL-C targets in high-risk and moderately high-risk patient populations. The NCEP guidelines, in particular, outline more intensive therapeutic options for the treatment of hyperlipidemia and also note the benefit of initiating cholesterol-lowering drug therapy at lower LDL-C thresholds. As a result of these more intensive therapy guidelines, we believe that significant treatment gaps exist within the lipid-lowering market, and if target LDL-C goals trend lower, these treatment gaps will widen. Currently approved agents, even at maximal doses, are only able to achieve LDL-C levels <70 mg/dL in 50–60% of high-risk patients. We estimate that, even if the most efficacious forms of existing therapies were to be utilized, as many as one-third of all U.S. patients at high-risk for coronary heart disease, or approximately 8 million people, would not be able achieve a target LDL-C level of 70 mg/dL.

In addition to the broader patient population for whom our lipid-lowering therapy may be appropriate, we believe that smaller, niche patient populations exist for which currently available therapies are inadequate, even at current LDL-C guidelines.

For example, homozygous familial hypercholesterolemia, or HoFH, and heterozygous familial hypercholesterolemia, or HeFH, are conditions primarily caused by inheritable genetic defects. Patients with two defective copies of the gene that causes hypercholesterolemia are termed to have HoFH. These patients have extremely high LDL-C levels (400-800 mg/dL) and have an extremely high-risk of cardiovascular events early in life. These patients are generally less responsive to statins, and maximal doses typically provide only a mean 20-25% reduction in LDL-C. Since multiple pharmacological therapies are usually inadequate to treat these patients to goal, mechanical filtration of LDL-C particles from the blood, known as plasma apheresis, is often required. Patients who have a single defective gene are termed to have HeFH. These patients typically have LDL-C values of 250-400 mg/dL. Because HeFH patients have one correctly functioning gene, they are generally more responsive to standard therapies than HoFH patients. However, due to their high baseline levels, these patients still may not be able to achieve their LDL-C goals with current maximal therapies, and some of these patients may also receive plasma apheresis.

Another small, niche patient population includes patients suffering from severe hypertriglyceridemia, a condition in which plasma triglyceride levels exceed 500 mg/dL. In patients with this degree of hypertriglyceridemia, increased risk of cardiovascular disease is generally overshadowed by the risk of acute pancreatitis, a life-threatening disease. Currently available treatments for hypertriglyceridemia consist of lifestyle changes as well as the intake of fibrates and omega-3 fatty acids, however these treatments are typically inadequate to meet this clinical need.

The most commonly used class of drugs to lower LDL-C levels are statins, such as Lipitor (atorvastatin), Crestor (rosuvastatin) and Zocor (simvastatin), which reduce cholesterol by blocking an enzyme in the liver that produces cholesterol. Statins lower LDL-C as well as triglycerides and have been shown to reduce LDL-C by approximately 25-55%, depending on the dose, when used as monotherapy. Another class of cholesterol-lowering drugs is cholesterol absorption inhibitors, such as Zetia (ezetimibe), which lower blood cholesterol by blocking the absorption of cholesterol, including dietary cholesterol, from the intestine. Zetia (ezetimibe) can generally reduce LDL-C by approximately 18% when used as monotherapy. Niacin, fibrates and bile acid sequestrants are other agents that have a varying ability to reduce LDL-C (generally <25%) and triglyceride levels.

Despite the demonstrated efficacy, safety/tolerability and clinical outcomes of statin therapy, an unmet medical need for additional cholesterol lowering therapies remains. Many patients are not able to achieve target LDL-C levels using currently available statins as monotherapies. This is primarily due to the inability of statins to achieve sufficient LDL- C lowering efficacy at currently available dosages to enable patients to reach target LDL-C goals, particularly when baseline LDL-C levels are relatively high, or the inability of certain patients to tolerate a statin. Even with high-dose statins, LDL-C reductions of more than 55% often cannot be achieved. Moreover, the percentage of patients able to achieve target LDL-C levels using statin monotherapy drops dramatically when the target LDL-C level is reduced from 100 mg/dL to 70 mg/dL, as illustrated below:

New combination therapies have recently emerged in response to the inability of statin monotherapies to treat patients to optimal levels of LDL-C. For example, Merck and Schering-Plough have collaborated to develop and launch Vytorin, a fixed-dose combination of the statin Zocor (simvastatin) and the cholesterol absorption inhibitor Zetia (ezetimibe), for the treatment of high cholesterol. Vytorin (simvastatin/ezetimibe) has proven to be an effective treatment to lower LDL-C because of the complementary mechanisms of action of simvastatin and ezetimibe. The simvastatin component of Vytorin reduces cholesterol by blocking an enzyme in the liver that produces cholesterol. The ezetimibe component of Vytorin lowers blood cholesterol by blocking the absorption of cholesterol, including dietary cholesterol, from the intestine. Clinical trials have shown that adding 10 mg of Zetia

(ezetimibe) to the 10 mg to 80 mg dosage range of Zocor (simvastatin) yields approximately 11-14% additional LDL-C lowering efficacy beyond that provided by Zocor (simvastatin) alone, thereby increasing the number of patients able to reach an LDL-C goal of 70 mg/dL over statin monotherapy (e.g., Lipitor (atorvastatin)), as illustrated below:

Since it was launched in August 2004, Vytorin has captured approximately 9.4% market share in the hyperlipidemia market, and worldwide sales in 2006 approximated $2 billion. We believe the market success of Vytorin is representative of an emerging trend toward combination therapy as a means to more effectively lower LDL-C. Although Zetia (ezetimibe) has yielded significant results when used in combination with Zocor (simvastatin), Zetia (ezetimibe) alone provides only modest LDL-C reduction (on average 15-20%) and has no significant effect on other lipid parameters, such as raising HDL or lowering triglycerides. Furthermore, Zetia (ezetimibe) has no significant dose response curve, meaning that increasing the dose beyond 10 mg has not been shown to significantly improve its ability to lower LDL-C levels. As a result, Zetia (ezetimibe) is only available at a 10 mg dose, is typically used as monotherapy only for those patients who are statin-intolerant and is more widely used in combination with statins to provide additional LDL-C reductions in those patients who have not successfully reached their NCEP goal with statin monotherapy.

We believe that our product candidates have the potential to be efficacious when used as monotherapy or combination therapy, depending on the particular needs of the patient. In particular, we believe our product candidates can address the unmet medical needs of patients who are taking statins as monotherapy or in combination with non-statin therapies but are unable to reach their target LDL-C goal, as well as patients who are unable to tolerate a statin. We estimate that, even if the most efficacious forms of existing therapies were to be utilized, as many as one-third of all patients in the United States at high-risk for coronary heart disease, or approximately 8 million people, would not be able achieve a target LDL-C level of 70 mg/dL. Additionally, we estimate that approximately 1.5 million patients in the United States are statin-intolerant and unable to achieve goals on non-statin therapy, such as Zetia (ezetimibe).

We also believe our product candidates may address the smaller, niche patient populations who suffer from rare but serious diseases, such as HoFH, HeFH and severe hypertriglyceridemia. It is generally estimated that the

incidence of HoFH is 1:1,000,000 within the general population. The prevalence of HeFH is generally thought to be approximately 1:500 in the population. We estimate that approximately 1.8 per 10,000 adults in the United States suffer from severe hypertriglyceridemia of >2,000 mg/dL. Lesser elevations (>500 mg/dL) can also put patients at higher risk for pancreatitis and warrant treatment.

Our long-term objective is to develop and commercialize promising therapeutics to treat cardiovascular and metabolic disease for the broadest spectrum of unmet medical need. In the near term, we seek to advance the development of our product candidates, which represent a new class of therapy with a unique mechanism of action, to address the unmet medical need resulting from the emerging trend towards more aggressive LDL-C reduction as well as certain niche populations for whom current therapies are inadequate. To achieve these objectives, we intend to utilize the following strategies:

The following table summarizes the status of the most significant clinical trials related to our two compounds currently in development.

Our two product candidates, AEGR-733 and AEGR-427 (implitapide), are MTP-Is that potentially represent a new therapeutic class for the treatment of hypercholesterolemia and hypertriglyceridemia. MTP exists in both the liver and intestine where it plays a role in the formation and transfer of cholesterol and triglycerides. The liver and intestine represent the two main sources of lipids in the body. The liver synthesizes cholesterol and triglycerides and provides the body’s intrinsic supply of lipids. The intestine is the pathway that dietary, or extrinsic, lipids enter the body for metabolism. Given the fact that MTP is involved in the formation of cholesterol-carrying lipoproteins from both intestinal and liver-related, or hepatic, sources, we believe the inhibition of MTP makes an attractive target for lipid lowering therapy. Currently there are no MTP-Is approved by the FDA.

We obtained our rights to AEGR-733 through an exclusive license agreement with The Trustees of the University of Pennsylvania (who received rights to the compound from Bristol-Myers Squibb Company, or BMS) and we obtained our rights to AEGR-427 (implitapide) through an exclusive license agreement with Bayer Healthcare AG, or Bayer. See “—Licenses” for a more complete description of these license agreements.

AEGR-733 and AEGR-427 (implitapide) were originally developed by BMS and Bayer, respectively, as monotherapies and at significantly higher doses aimed at potentially producing LDL-C lowering efficacy equal to

or greater than that seen at maximum dosing with statins. Early Phase I and Phase II clinical studies of both these drug candidates at such high doses demonstrated significant efficacy but also led to a high rate of gastrointestinal adverse events and fat accumulation in the liver.

We are currently developing these two drug candidates at significantly lower doses than those previously studied by BMS and Bayer for use as monotherapies or, more likely, in combination with other classes of lipid- lowering therapies, such as statins and cholesterol absorption inhibitors. We do believe, however, that the risk- benefit profile may warrant the use of higher doses of AEGR-733 or AEGR-427 (implitapide) for the extremely severe hyperlipidemic patient population, such as patients with HoFH, HeFH patients requiring plasma apheresis and severe hypertriglyceridemia.

Although our two product candidates are both MTP-Is that share the same mechanism of action, we believe there are potential differences in their profiles that may allow for slightly different development programs. Because MTP exists both in the intestine and the liver, a theoretical spectrum of activity exists where at one end an MTP-I might act predominantly in the intestine and at the other end an MTP-I might act in the liver and the intestine. We believe that AEGR-733 may have greater effect in the liver, and thus may have relatively greater LDL-C lowering efficacy than AEGR-427 (implitapide) at comparable doses. We believe that AEGR-427 (implitapide) may have greater effect in the intestine, and thus may have relatively greater potential for lowering postprandial triglycerides and causing weight loss, in addition to lowering LDL-C.

AEGR-733 is an MTP-I we are developing as an oral, once-a-day treatment for hyperlipidemia in those individuals who are unable to meet target LDL-C levels on other therapies. In the mid-to-late 1990s, AEGR-733 (then known as BMS-201,038) was developed by BMS as a monotherapy treatment aimed at producing LDL-C lowering efficacy equal to or greater than that seen at maximum dosing with statins. Early Phase I and Phase II clinical trials by BMS at doses between 25-100 mg did produce mean percentage reductions in LDL-C levels of 54-86% after seven days of therapy but also led to a high rate of gastrointestinal adverse events and fat accumulation in the liver, or hepatic steatosis. In 2003, BMS donated certain patent rights and other rights related to this product candidate to The Trustees of the University of Pennsylvania, or UPenn, and in May 2006, in connection with BMS donating additional rights to UPenn, we entered into a patent license agreement with UPenn for the right to develop and commercialize this product candidate to treat certain specified patient populations.

Following the donation by BMS to UPenn, clinical trials, described below, were conducted by Daniel J. Rader, M.D., a member of our Scientific Advisory Board and Associate Director of the Institute for Translational Medicine and Therapeutics, University of Pennsylvania School of Medicine under an investigational new drug application, or IND. We anticipate that this IND will be transferred to us during the next two months. In addition, we have agreed that Dr. Rader may open a sponsor-investigator IND for AEGR-733 in order to conduct the anticipated Phase III clinical trial of AEGR-733 in patients with HoFH, described below. We have agreed to pay a portion of the cost of this clinical trial in exchange for the right to use data generated from the trial to support our own regulatory filings with the FDA.

We are currently developing AEGR-733 at significantly lower doses (2.5-10 mg) than those previously studied by BMS (25-100 mg). We believe that AEGR-733, at those lower doses, has the potential to treat patients with hyperlipidemia, either as a once-daily monotherapy or, more likely, in combination with existing lipid-lowering therapies, without the level of adverse side effects observed by BMS at higher doses. Our objective is to

develop doses of AEGR-733 that as monotherapy will provide clinically meaningful reductions in LDL-C (15-30%) and in combination with existing therapies, such as statins or cholesterol absorption inhibitors, will provide significant additive reduction to LDL-C levels to help patients achieve more aggressive lipid-lowering goals presently unattainable with existing therapies.

In 2006, a Phase II clinical trial was initiated to evaluate the pharmacokinetic drug interaction between AEGR-733 and various, existing lipid-lowering therapies. This trial was funded by Aegerion and conducted under an IND held by Dr. Rader of the University of Pennsylvania School of Medicine. The primary objective of this trial was to evaluate the potential effect of AEGR-733 on the pharmacokinetics of five commonly prescribed lipid-lowering therapies, including agents metabolized by the cytochrome P 450 3A4 isoenzyme, or CYP 3A4. This enzyme is responsible for the metabolism of a number of drugs, including two of the most widely used statins, Zocor (simvastatin) and Lipitor (atorvastatin). Previous in vitro studies with AEGR-733 suggested a potential for modest inhibition of CYP 3A4. High levels of inhibition could result in increased plasma levels of these statins, thereby increasing the likelihood of statin-induced side effects. The trial was a fixed-sequence, open-label research clinical trial conducted on 60 healthy volunteers.

After seven days of treatment with AEGR-733 at 10 mg, patients experienced clinically insignificant increases in maximum drug concentrations and overall drug exposure of Lipitor (atorvastatin) and Zocor (simvastatin). Based on this data, we believe there should be no significant drug-drug interaction between AEGR-733 at doses planned for future study (2.5 mg to 10 mg) and these statins. Additionally, there was no significant impact of AEGR-733 upon the metabolism of the other agents studied, including Tricor (fenofibrate), Crestor (rosuvastatin) and Zetia (ezetimibe).

In this trial, AEGR-733 appeared to be safe and well tolerated. A few patients experienced mild, episodic gastro-intestinal events, and no significant shifts or changes in liver function enzymes were noted.

Prior to initiating the Phase III HoFH clinical trial described below, we plan to add additional arms to this pharmacokinetics trial of AEGR-733 to evaluate the potential pharmacokinetic effect of AEGR-733 60 mg in combination with two lipid-lowering drugs, Lipitor (atorvastatin) and Crestor (rosuvastatin), and dextromethrophan, which is a surrogate for drugs metabolized by the cytochrome P 450 2D6 isoenzyme. We expect to initiate patient screening for these arms in the first half of 2007.

In 2006, a Phase II clinical trial was initiated to evaluate AEGR-733 as monotherapy as well as in combination with Zetia (ezetimibe). This trial was funded by Aegerion and conducted under an IND held by Dr. Rader of the University of Pennsylvania School of Medicine. In this twelve-week trial, a total of 84 patients with hypercholesterolemia were randomized to one of three treatment arms: AEGR-733 alone, Zetia (ezetimibe) 10 mg alone, or the combination of AEGR-733 + Zetia (ezetimibe) 10 mg. Patients receiving AEGR-733, whether alone or in combination, were started at 5 mg once daily for four weeks, and were subsequently titrated to 7.5 mg then 10 mg for two additional four week intervals. The primary efficacy endpoint of this trial was the percentage change in LDL-C from baseline after twelve weeks. Secondary endpoints included percentage change in LDL-C after four and eight weeks, percentage change in other lipid parameters, such as total cholesterol, or TC, triglycerides, and HDL-C, as well as percentage change in body weight and safety and tolerability at all time points.

In November 2006, at a meeting of the American Heart Association, we reported interim top-line results from this clinical trial. The final LDL-C efficacy findings for the percentage reduction in LDL-C levels are summarized below.

In addition to these LDL-C efficacy findings, at all three intervals the superiority of AEGR-733 + Zetia (ezetimibe) vs. Zetia (ezetimibe) monotherapy in LDL-C lowering efficacy was statistically significant (p<0.001). Additionally, AEGR-733 10 mg monotherapy was superior to Zetia (ezetimibe) 10 mg monotherapy in LDL-C lowering efficacy, with a statistical significance of p=0.015.

The secondary efficacy findings for average percentage increase or (decrease) in triglyceride and HDL-C levels and weight from this trial are summarized below.

In this trial, AEGR-733 appeared to be safe and well tolerated. There was no difference in discontinuation rates between the patients treated with the combination of AEGR-733 + Zetia (ezetimibe) (n=4) versus those treated with Zetia (ezetimibe) (n=4) alone. Eight patients treated with AEGR-733 monotherapy were discontinued from therapy during this trial. As summarized below, the primary reason for discontinuation of therapy in patients treated with AEGR-733 were elevations in liver function tests. The adverse events experienced in this trial leading to discontinuation are summarized below.

One patient involved in the trial suffered a severe adverse event that was determined to be a fatal myocardial infarction. This event occurred 7 days after the patient had completed the trial and was deemed by the investigator and the medical monitor to be unrelated to drug therapy.

We believe the results of this trial demonstrate the LDL-C lowering efficacy of AEGR-733 when used as a monotherapy, as well as the additivity of AEGR-733 when used in combination with Zetia (ezetimibe), thereby potentially offering statin-like efficacy for statin-intolerant patients seeking significant cholesterol reduction. Statins have been shown to generally reduce LDL-C by approximately 25-55%, depending on the dose, when used as monotherapy.

As evidenced by the rapid adoption of combination lipid-lowering therapies, such as Vytorin (ezetimibe/simvastatin), we believe that combination therapies represent the next generation of therapeutic option for high risk patients in need of aggressive cholesterol management. In particular, based in part on data from the Phase II clinical trial described above, we believe that, when combined at low doses with existing statin therapies, AEGR-733 has the potential to effectively treat those patients that can not achieve target LDL-C levels using currently available drugs, with the potential for added benefits such as lower triglyceride levels and weight loss.

We intend to initiate a randomized, double-blind, placebo-controlled, parallel group Phase II clinical trial to evaluate the safety and efficacy of the combination of AEGR-733 + Lipitor (atorvastatin) versus Lipitor (atorvastatin) alone and AEGR-733 alone in subjects with moderate hypercholesterolemia. In this clinical trial, as depicted below, we currently expect that patients will be randomized to one of eleven arms: four arms will have AEGR-733 alone at the doses of 2.5, 5, 7.5 or 10 mg; four arms will have those same four doses of AEGR-733 combined with Lipitor (atorvastatin) 20 mg; and three comparator arms will have placebo, Lipitor (atorvastatin) 20 mg and Lipitor (atorvastatin) 80 mg, respectively.

The average percentage reduction in LDL-C levels will be the primary efficacy endpoint. Secondary efficacy endpoints are expected to include other lipid parameters, change in body weight and safety and tolerability.

We expect to initiate patient screening for this Phase II clinical trial in the first half of 2007.

Phase I and Phase II clinical trials of AEGR-733 and AEGR-427 (implitapide) conducted by BMS and UPenn, respectively, demonstrated that four weeks of therapy at higher doses (25-100 mg in the case of AEGR-733 and 80 and 160 mg in the case of AEGR-427 (implitapide)) resulted in hepatic steatosis that was reversible upon termination of treatment. The clinical significance of an increase in hepatic fat is unknown. Although there are more severe hepatic diseases that have fat accumulation as a component, the causative role of hepatic fat, if any, in these diseases is not clearly understood. In addition, there are other drugs approved by the FDA for sale in the United States that are known to induce hepatic steatosis, including tamoxifen (used in the treatment of breast cancer) and amiodarone (used in the treatment of ventricular fibrillation), although these indications have different risk/benefit profiles than the broad hyperlipidemic patient population. Furthermore, studies have shown that a significant number of patients with diabetes and obese individuals have hepatic steatosis, with no known long-term liver consequences. Similarly, those patients who suffer from a genetic deficiency of MTP have been shown to have some degree of hepatic steatosis with no known long-term liver complications.

We intend to initiate a randomized, double-blind, placebo-controlled, parallel-group Phase II clinical trial to evaluate low doses of AEGR-733 on hepatic fat accumulation as measured by magnetic resonance spectroscopy, or MRS, imaging in hyperlipidemic patients. In this clinical trial, as depicted below, we currently expect that patients will be randomized into one of eight arms: placebo, AEGR-733 alone at doses of 2.5, 5, 7.5 and 10 mg

and AEGR-733 5 mg combined with either fenofibrate 145 mg, Lipitor (atorvastatin) 20 mg or Zetia (ezetimibe) 10 mg over the course of the 12-week clinical trial.

Hepatic fat will be measured by MRS imaging at baseline and at four-week intervals over the course of the clinical trial. Secondary efficacy endpoints are expected to include lipid efficacy measures and other markers of hepatic and overall safety and tolerability.

We have designed this clinical trial in consultation with leading hepatologists who serve on our Scientific Advisory Board. We believe this clinical trial will allow us to test several important hypotheses, including:

A direct dose-dependent relationship between AEGR-733 and the accumulation of hepatic fat has been observed in a previous clinical trial. We will be studying doses well below where the majority of previous clinical work was conducted. There is also evidence that when patients are exposed to certain drugs with hepatic action, adaptation can occur. That is, the liver will return to baseline levels if the medication is continued. Therefore, if the accumulation of hepatic fat is observed at lower doses of AEGR-733, one objective of this clinical trial would be to determine whether the liver will adapt over time to the increases in hepatic fat patients experience when treated with AEGR-733. Finally, other lipid lowering therapies have been shown in animal studies to reduce diet or MTP-I induced hepatic steatosis. Therefore, if the accumulation of hepatic fat is observed at lower doses of AEGR-733, another objective of this clinical trial will be to determine whether combination therapy may mitigate this effect.

We expect to initiate patient screening for this Phase II clinical trial in the second half of 2007.

We believe that AEGR-733 has the potential to treat patients with HoFH and HeFH or severe hypertriglyceridemia, either as an oral, once-a-day monotherapy or, more likely, in combination with existing lipid-lowering therapies. Our objective is to develop doses of AEGR-733 that, alone and in combination with existing therapies, will provide clinically meaningful reductions in LDL-C and triglycerides for these niche patient populations.

The HoFH patient population represents the most severe and at-risk patient population in the spectrum of hypercholesterolemia. Untreated, LDL-C levels typically run in the 400-800 mg/dL range and these patients typically suffer fatal and nonfatal cardiovascular events, often in their teens or twenties. Because of their genetic defect, these patients have absent or dysfunctional LDL receptors and therefore statin therapy is substantially less effective. High dose statin therapies that will typically produce 50-60% reductions in LDL-C in the broad hypercholesterolemic patient population will only produce 20-25% reductions in the HoFH patient population. These patients normally resort to regular (e.g., every other week) plasma apheresis sessions in order to mechanically filter the blood of excess lipoproteins.

We believe that the novel mechanism of action associated with MTP-Is and the high degree of LDL-C reducing efficacy seen with AEGR-733 in prior high dose trials in HoFH patients may make HoFH an indication where relatively higher doses (e.g., up to 60 mg) could provide the necessary reductions in LDL-C to minimize or potentially even eliminate the need for plasma apheresis. Such a therapeutic outcome would have a significant impact on risk for future cardiovascular events and be a transformative event in the lives of these patients. Given the severity of this condition and the risks associated with the inadequate LDL-C reduction achievable using existing therapies, we believe that the potential benefits of higher dose MTP-I treatments could outweigh the increased risk of side effects associated with these higher doses. Since it is estimated that only 1:1,000,000 individuals have HoFH in the United States, we believe AEGR-733 is eligible for orphan drug designation by the FDA for this indication and we intend to pursue such designation.

In February 2004, the University of Pennsylvania completed a Phase II clinical trial in HoFH patients. In this single-arm, open-label clinical trial, six subjects were given ascending doses of 0.03 mg/kg, 0.1 mg/kg, 0.3 mg/kg and 1.0 mg/kg of body weight of AEGR-733 at four-week intervals for a total of 16 weeks. A planned four-week therapy washout followed the active dosing period. Given the weight-based dosing, the average dose at 1 mg/kg was 67 mg.

In January 2007, the results of this trial were published in The New England Journal of Medicine and are summarized below. Percentage change represents the average percentage change from baseline in the four lipid parameters for the six patient group.

We believe these results demonstrate a dose-dependent effect of AEGR-733 on lipid levels. In addition, subjects treated with AEGR-733 experienced a mean reduction in body weight of 4.4% (2.8 kg) over the 16 weeks of therapy.

No patient withdrew from the trial and all patients were titrated to the maximum planned dose. Adverse events that were judged to be associated with drug therapy were primarily gastrointestinal, typically episodes of increased stool frequency of mild or moderate severity that were transient. Elevations in liver enzyme levels were seen in four of the six patients, though there was a transient nature to some of these as well. Increases in hepatic fat levels were also seen in four patients while two patients had minimal changes in hepatic fat levels. All values for liver transaminases and hepatic fat returned to baseline levels upon cessation of therapy, other than for one patient, who consumed alcohol during the trial. Because this trial employed a forced-titration scheme of treating the patients at higher doses at four week intervals, it is possible to infer that in those patients seeing increases in hepatic fat, greater increases in hepatic fat are seen with the higher doses of AEGR-733. An increase in the international normalized ratio was observed in the two patients receiving warfarin, an anti-coagulation therapy, which may be due to a drug-drug interaction. Based upon this finding, we expect to undertake additional pharmacokinetics trials to further evaluate the interaction of AEGR-733 with warfarin. It is possible that patients who use AEGR-733 with warfarin may require monitoring of the international normalized ratio, as is commonly experienced by patients taking warfarin with other drugs.

We expect a Phase III clinical trial, to be funded, in part, by Aegerion and conducted under a sponsor-investigator IND held by Dr. Rader of the University of Pennsylvania School of Medicine, will be initiated in the second half of 2007, to evaluate both the efficacy and long-term safety of AEGR-733 in subjects with HoFH at the maximum tolerated dose. This trial will also be partially funded by the FDA under its orphan products grant program. Under the current trial protocol, 25 subjects with HoFH would be enrolled and would receive AEGR-733 in combination with their existing statin, such as Lipitor (atorvastatin) or Crestor (rosuvastatin), and other lipid-lowering therapies, such as Zetia (ezetimibe). Patients would be initiated at AEGR-733 5 mg and then titrated to as much as 60 mg over the first 26 weeks of the clinical trial. Patients would then be maintained on the highest tolerated dose for an additional 52 weeks. The primary efficacy endpoint of this trial would be percent change in LDL-C, a validated surrogate endpoint for FDA approval, after 26 weeks of treatment. Other secondary efficacy and safety endpoints (including hepatic fat as measured by MRS imaging) would be followed over the course of the clinical trial. A Phase I QT study, which assesses the potential of a drug to delay cardiac repolarization as measured by the QT interval on the surface electrocardiogram, will be undertaken concurrently with this Phase III trial. Since it is estimated that only 1:1,000,000 individuals, or approximately 300 in the United States, have HoFH, we believe AEGR-733 is eligible for orphan drug designation for this indication and we intend to pursue such designation from the FDA.

We expect patient screening for this Phase III clinical trial will be initiated in the second half of 2007.

Plasma apheresis is a process by which LDL-C particles are mechanically filtered from the bloodstream, typically in patients with HoFH or HeFH and very high levels of cholesterol. Generally, this is indicated for patients with prior coronary heart disease and LDL-C levels > 200 mg/dL or patients without prior coronary heart disease and LDL-C levels > 300 mg/dL even with treatment with maximal existing oral therapies. We may elect to study AEGR-733 at moderate to high doses in this patient population in order to determine whether AEGR-733 provides reductions in LDL-C that could minimize or potentially eliminate the need for plasma apheresis and/or allow patients to achieve their treatment goals. In addition to the approximately 300 HoFH patients estimated to be in the United States, we estimate there may be another 30,000 patients in the United States that are indicated to receive plasma apheresis, and qualify under the indications listed above, to control their LDL-C levels. Patients with HeFH are also missing one copy of the LDL receptor gene and tend to have untreated LDL-C levels of 250-400 mg/dL and are at very high-risk for a premature cardiovascular event. Unlike

HoFH patients, however, most of these patients do respond well to statins and other therapies. However, because of the high baseline levels of LDL-C, many are still not able to achieve their LDL-C goals. Because of inability to garner the needed efficacy from existing therapies, we believe a small (approximately 5%) subset of the HeFH patients may be eligible for regular plasma apheresis in order to adequately lower their LDL-C levels. We may elect to evaluate the ability of AEGR-733 in combination with existing therapies to provide additional reductions in LDL-C in these patients. We estimate that the number of patients in the United States eligible to receive regular plasma apheresis to treat severely elevated LDL-C to be approximately 30,000. Therefore, we believe AEGR-733 may be eligible for orphan drug designation for this patient population and we would expect to pursue such designation from the FDA.

In addition, we believe that AEGR-733 at moderate to high doses may have the potential to treat patients with severe hypertriglyceridemia. These patients are often at risk for acute pancreatitis, a potentially life-threatening condition. There is one patient with severe hypertriglyceridemia and prior history of complicated, life-threatening bouts of acute pancreatitis that has been treated with AEGR-733 at a dose of 25 mg for six years under a compassionate use program. This patient had severe fatty liver before treatment, and this condition has not progressed. Liver biopsies showed no fibrosis or cirrhosis during treatment. Liver function enzymes, which can act as a signal of liver toxicity, generally have been normal with no trend to increasing on therapy. We currently estimate that the number of patients with severely elevated triglycerides of >2000 mg/dL such that they are at risk for pancreatitis to be approximately 1.8 patients per 10,000 adults. Therefore, we believe AEGR-733 may be eligible for orphan drug designation by the FDA for this patient population and we would expect to pursue such a designation.

Our second product candidate, AEGR-427 (implitapide), is an MTP-I we are developing as an oral, once-a-day treatment for hyperlipidemia. Although both our product candidates are MTP-Is that share the same mechanism of action, we believe that AEGR-427 (implitapide) may have greater effect in the intestine, and thus may have relatively greater potential for lowering postprandial triglycerides and causing weight loss, in addition to lowering LDL-C.

Prior development with this compound followed a similar pathway to the prior development of AEGR-733. Bayer was primarily focused on developing implitapide as a monotherapy at higher doses (80 mg and 160 mg) aimed at providing 40-60% reductions in LDL-C. Like AEGR-733, these higher doses were also associated with significantly higher rates of gastrointestinal adverse events and hepatic fat accumulation. As with AEGR-733, we believe lower doses than those previously studied by Bayer may provide the potential for an appropriate therapeutic window.

Phase II—AEGR-427 (implitapide) in patients with primary hypercholesterolemia (MISTRAL)

In 1999, Bayer completed a Phase II clinical trial to evaluate the effects of implitapide in patients with hypercholesterolemia. This trial was a randomized, placebo-controlled, double-blind, parallel-group, dose-ranging comparative trial in which four doses of implitapide ranging from 20 to 160 mg were compared to placebo and to cerivastatin 0.3 mg in patients with primary hypercholesterolemia during a four-week treatment period. The total duration of the clinical trial was 14 to 18 weeks with an eight to 12 week diet run-in period, the

last four weeks on a single blind placebo. This was followed by four weeks of randomized study treatment and by two weeks of post-treatment follow-up. The primary efficacy endpoint was the mean percentage change from baseline to endpoint, which was the end of the trial or last visit carried forward, of LDL-C, as well as the percentage of patients with a decrease of at least 15% in LDL-C between baseline and endpoint. Secondary efficacy endpoints included levels of other lipid parameters such as TC, triglycerides and HDL-C, as well as safety and tolerability.

In this trial, treatment with AEGR-427 (implitapide) resulted in a dose-dependent average decrease in LDL-C levels of 8.2% to 55.1% as the dose was increased from 20 to 160 mg. For the doses from 40 mg to 160 mg, the p-value was <0.001 compared to placebo.

The rate of premature withdrawal remained low in the 20 mg and 40 mg doses of AEGR-427 (implitapide), with one subject discontinued in the placebo arm, as well as for the 20 mg and 40 mg arms of the trial. A higher rate of discontinuation was seen in the group of patients treated with 80 mg, and a very high rate of discontinuation was seen in those treated with 160 mg, with 13.7% and 41.5% of patients discontinuing the trial, respectively, in these two treatment groups. The primary reason for discontinuation was the occurrence of a gastrointestinal event. An elevation in hepatic transaminases also was observed in the 80 and 160 mg patient groups.

As with AEGR-733, we are focusing on a strategy to develop AEGR-427 (implitapide) at lower doses (30-50 mg) than most frequently studied by Bayer. Based upon results from the prior development efforts, including the results of the MISTRAL trial described above, we believe that such lower doses have the potential to provide clinically relevant reductions in LDL-C and other lipids, such as triglycerides, while having acceptable rates of adverse events.

We intend to initiate a Phase I clinical trial of AEGR-427 (implitapide) designed to evaluate the impact of steady state levels of AEGR-427 (implitapide) in healthy volunteers on the single-dose pharmacokinetics of three commonly used statins: Lipitor (atorvastatin), Zocor (simvastatin) and Crestor (rosuvastatin). This trial is similar, in many respects, to the pharmacokinetic study conducted in 2006 with AEGR-733. Given what we currently know about the profile of AEGR-427 (implitapide) we do not expect that it will affect the pharmacokinetics of any of these statins. We would also expect to collect safety/tolerability data for AEGR-427 (implitapide) in this trial.

We intend to initiate a randomized, placebo-controlled, open-label Phase II trial designed to evaluate AEGR-427 (implitapide) at varying doses. In the trial, we expect that hypercholesterolemic patients will be randomized into one of six treatment arms: placebo, 30 mg, 35 mg, 40 mg, 45 mg and 50 mg of implitapide. We would expect the primary efficacy parameters to be percentage reduction in LDL-C levels and secondary parameters to include other lipid parameters, including changes in triglyceride levels, as well as safety and tolerability and weight loss.

We believe that AEGR-427 (implitapide) has a greater level of activity in intestinal cells than in the liver. Accordingly, we believe AEGR-427 (implitapide) has the potential to be particularly helpful in treating patients with severely elevated levels of triglycerides who are often at risk for acute pancreatitis, a potentially life-threatening condition. We currently estimate that the number of patients with severely elevated triglycerides such that they are at risk for pancreatitis to be approximately 15,000. Therefore, we believe AEGR-427 (implitapide) may be eligible for orphan drug designation by the FDA for this patient population and we would expect to pursue such designation.

The market for cholesterol therapeutics is especially large and competitive. The MTP-I product candidates we are currently developing, if approved, will face intense competition, either as monotherapies or in combination therapies. Although there are no MTP-I compounds currently approved by the FDA for the treatment of hyperlipidemia, we are aware of other pharmaceutical companies, as described below, that are developing product candidates in this new therapeutic area.

Many of our potential competitors, including many of the organizations named below have substantially greater financial, technical and human resources than we do and significantly greater experience in the discovery and development of product candidates, obtaining FDA and other regulatory approvals of products and the commercialization of those products. Accordingly, our competitors may be more successful than we may be in obtaining FDA approval for drugs and achieving widespread market acceptance. Our competitors’ drugs may be more effective, or more effectively marketed and sold, than any drug we may commercialize and may render our product candidates obsolete or non-competitive before we can recover the expenses of developing and commercializing any of our product candidates. We anticipate that we will face intense and increasing competition as new drugs enter the market and advanced technologies become available. Finally, the development of new treatment methods for the diseases we are targeting could render our drugs non-competitive or obsolete.

We expect that AEGR-733 and AEGR-427 (implitapide), if approved, will compete with the following:

Our policy is to pursue patents, developed internally and licensed from third parties, and other means to otherwise protect our technology, inventions and improvements that are commercially important to the development of our business. We also rely on trade secrets that may be important to the development of our business.

As of the date of this prospectus, our AEGR-733 patent portfolio consists of five issued U.S. patents, and related patents and pending applications in Europe, Australia, Japan, Canada, and Israel. We hold an exclusive worldwide license from The Trustees of the University of Pennsylvania to these patents and patent applications. This license is described below. The issued patents described above contain claims directed to the compound,

AEGR-733, and various methods of use, including methods of treating atherosclerosis, hyperlipidemia or hypercholesterolemia, and methods of reducing serum lipid levels, cholesterol and/or triglycerides. The patents are scheduled to expire between 2013 and 2019.

As of the date of this prospectus, our AEGR-427 (implitapide) patent portfolio consists of four issued U.S. patents, one pending U.S. non-provisional application, and related patents and pending applications in Europe, Australia, Asia, Africa, and South America. We hold an exclusive worldwide license from Bayer Healthcare AG to these patents and patent applications. This license is described below. The issued patents described above contain claims directed to the compound, AEGR-427 (implitapide), methods for treating obesity and atherosclerosis, and processes for making AEGR-427 (implitapide). The patents are schedule to expire between 2015 and 2017.

In addition to the patents and patent applications described above, we have filed four U.S. patent applications (three non-provisional applications and one provisional application) and four international applications directed to pharmaceutical combinations of an MTP-I (for example, AEGR-733 or AEGR-427 (implitapide)) and other cholesterol lowering drugs, and to methods of using such combinations in certain dosing regimens to reduce serum cholesterol and/or triglyceride concentrations, or to treat and/or control obesity.

In May 2006, we entered into a license agreement with The Trustees of the University of Pennsylvania, or UPenn, pursuant to which we obtained an exclusive, worldwide license from UPenn to certain know-how and a range of patent rights applicable to AEGR-733. In particular, we obtained a license to certain patents and patent applications owned by UPenn relating to the dosing of MTP-Is (including AEGR-733 and AEGR-427 (implitapide)), and certain patents and patent applications and know-how covering AEGR-733 that were assigned to UPenn by Bristol-Myers Squibb Company, BMS, in the field of monotherapy or in combination with other dyslipidemic therapies for treatment of patients with severe hypercholesterolemia unable to come within 15% of NCEP LDL-C goal on maximal tolerated oral therapy, as determined by the patient’s prescribing physician, or with severe combined hyperlipidemia unable to come within 15% of NCEP non-HDL-C goal on maximal tolerated oral therapy, as determined by the patient’s prescribing physician, or with severe hypertriglyceridemia unable to reduce TG<1000 on maximal tolerated therapy. We also have the right to use AEGR-733 either as a monotherapy or with other dyslipidemic therapies to treat patients with a genetic deficiency leading to extremely high levels of LDL-C, such as patients with HoFH or HeFH. We refer to the patents and patent applications assigned by BMS to UPenn and licensed to us by UPenn as the BMS-UPenn assigned patents.

To the extent that rights under the BMS-UPenn assigned patents were not licensed to us under our license agreement with UPenn, those rights were licensed by UPenn back to BMS on an exclusive basis pursuant to a technology donation agreement between UPenn and BMS. In the technology donation agreement, BMS agreed not to develop or commercialize any compound (including AEGR-733) covered by the BMS-UPenn assigned patents in the field licensed to us exclusively by UPenn. Through our license with UPenn, as provided in the technology donation agreement, we have the exclusive right with respect to the BMS-UPenn assigned patents regarding their enforcement and prosecution in the field licensed exclusively to us by UPenn.

license, subject to certain limitations. Pursuant to this license agreement, UPenn granted to us first option rights to exclusively license certain improvements to the licensed patent rights developed during the three years after the execution of this license agreement under the direction of Daniel Rader, M.D. at UPenn, and any invention arising from the use of the supply of AEGR-733 provided by us to UPenn (to the extent we do not already own any such invention pursuant to any other agreement with UPenn).

We are obligated under this license agreement to use commercially reasonable efforts to develop, commercialize, market and sell at least one product covered by the licensed patent rights, such as AEGR-733. Pursuant to this license agreement, we paid UPenn a one-time license initiation fee of $56,250. We will be required to make development milestone payments to UPenn of up to an aggregate of $150,000 when a licensed product’s indication is limited to HoFH or severe refractory hypercholesterolemia, and an aggregate of $2,550,000 for all other indications within the licensed field (all such development milestone payments for these other indications are payable only once, no matter how many licensed products for these other indications are developed), make specified royalty payments on net sales of products covered by the license (subject to a variety of customary reductions, such as royalty stacking), and share with UPenn specified percentages of sublicensing royalties and other consideration that we receive under any sublicenses that we may grant.

This license agreement will remain in effect on a country-by-country basis until the expiration of the last-to-expire licensed patent right in the applicable country. We have the right to terminate this license agreement for UPenn’s uncured material breach of the license agreement or for convenience upon 60 days prior written notice to UPenn, subject to certain specific conditions and consequences. UPenn may terminate this license agreement for our uncured material breach of the license agreement, our uncured failure to make payments to UPenn or if we are the subject of specified bankruptcy or liquidation events.

In May 2006, we entered into a license agreement with Bayer Healthcare AG, or Bayer, pursuant to which we obtained an exclusive, worldwide license from Bayer under the patent rights and know-how owned or controlled by Bayer applicable to AEGR-427 (implitapide). This license covers the development and commercialization of AEGR-427 (implitapide) alone or in combination with other active ingredients. We may grant sublicenses under the license, subject to certain limitations. Pursuant to this license agreement, we granted Bayer a first right of negotiation in the event Aegerion desires to commercialize any licensed products through or with a third party, which expires after 90 days if the parties are unable to come to an agreement. This first right of negotiation applies only to the specific products and in the specific countries potentially subject to third party commercialization.

We are obligated under this license agreement to use commercially reasonable efforts to develop and commercialize, at our cost, at least one licensed product, such as AEGR-427 (implitapide). Pursuant to this license agreement, we paid Bayer a one-time initial license fee of $750,000. We will be required to make certain development milestone payments of up to an aggregate of $4,525,000 upon the achievement of certain development milestones (each development milestone payment is payable only once, no matter how many licensed products are developed), annual payments for 2007 through 2011 of $1,000,000 in the aggregate, with each annual payment creditable in full against any development milestones that are or become payable, a one-time commercialization milestone payment of $5,000,000 if we achieve aggregate net sales of licensed products of $250,000,000 (payable only once, no matter how many licensed products are commercialized), and specified royalty payments on net sales of licensed products (subject to a variety of reductions).

of this license agreement, except that Bayer may only terminate the license agreement for our material breach on a country-by-country or product-by-product basis if our breach is reasonably specific to one or more countries or licensed products, or if the other party becomes the subject of a specified bankruptcy or liquidation event. We have the right to terminate the license agreement for convenience upon 60 days prior written notice to Bayer.

We currently rely on contract manufacturers to produce drug substances and drug products required for our clinical trials under current good manufacturing practices, with oversight by our internal managers. We plan to continue to rely upon contract manufacturers and, potentially, collaboration partners to manufacture commercial quantities of our product candidates if and when approved for marketing by the FDA. We currently rely on a single manufacturer for the preclinical or clinical supplies of each of our product candidates and do not currently have relationships for redundant supply or a second source for any of our product candidates. We believe that there are alternate sources of supply that can satisfy our clinical trial requirements without significant delay or material additional costs.

Given our stage of development, we have not developed a commercial organization or distribution capabilities. It is expected that this would begin to be developed at the time we enter into Phase III trials. In order to commercialize any of our product candidates, we must develop these capabilities internally or through collaboration with third parties. In selected therapeutic areas where we feel that any approved products can be commercialized by a specialty sales force that calls on a limited and focused group of physicians, we may seek to commercialize these product candidates alone. In therapeutic areas that require a large sales force selling to a large and diverse prescribing population, we currently plan to partner our product candidates for commercialization, while retaining rights to co-promote our product(s) to a select audience of high prescribing physicians in the United States only, thereby supplementing or enhancing the efforts of a commercial partner.

In North America and Western Europe, patients in the markets for our product candidates are largely managed by medical specialists in the areas of cardiology and internal medicine. Historically, companies have experienced substantial commercial success through the deployment of these specialized sales forces which can address a majority of key prescribers, particularly within the cholesterol treatment marketplace. Therefore, we expect to utilize a specialized sales force in North America for the sales and marketing of product candidates that we may successfully develop. Based upon sales models, we estimate that we could effectively promote (supplementing a commercial partner’s sales efforts) for hyperlipidemia to 20,000 high prescribing physicians with approximately 150 sales representatives. If we obtain additional label indications for AEGR-733 or AEGR-427 (implitapide) we may choose to increase our sales force size to promote these new uses. Due to their concentrated and focused nature, specialty target audiences may be reached with more focused and cost-effective marketing campaigns. Outside of North America, and in situations or markets where a more favorable return may be realized through licensing commercial rights to a third party, we may license a portion or all of our commercial rights in a territory to a third party in exchange for one or more of the following: up-front payments, research funding, development funding, milestone payments and royalties on drug sales.

We intend to build the commercial infrastructure necessary to bring AEGR-733 and AEGR-427 (implitapide) to market alone or in collaboration with a co-development and/or co-promotion partner. In addition to a specialty sales force, sales management, internal sales support, and an internal marketing group, we will need to establish capabilities to manage key accounts, such as managed care organizations, group purchasing organizations, specialty pharmacies, and government accounts. We may also choose to employ medical sales liaisons personnel to support the product.

Government authorities in the United States, at the federal, state and local level, and other countries extensively regulate, among other things, the research, development, testing, manufacture, quality control, approval, labeling, packaging, storage, record-keeping, promotion, advertising, distribution, marketing and export and import of products such as those we are developing. Our drugs must be approved by FDA through the new drug application, or NDA, process before they may be legally marketed in the United States.

In the United States, the FDA regulates drugs under the Federal Food, Drug and Cosmetic Act, or FDCA, and implementing regulations. The process of obtaining regulatory approvals and the subsequent compliance with appropriate federal, state, local, and foreign statutes and regulations require the expenditure of substantial time and financial resources. Failure to comply with the applicable United States requirements at any time during the product development process, approval process or after approval, may subject an applicant to administrative or judicial sanctions. These sanctions could include the FDA’s refusal to approve pending applications, withdrawal of an approval, a clinical hold, warning letters, product recalls, product seizures, total or partial suspension of production or distribution injunctions, fines, refusals of government contracts, restitution, disgorgement, or civil or criminal penalties. Any agency or judicial enforcement action could have a material adverse effect on us. The process required by the FDA before a drug may be marketed in the United States generally involves the following:

The testing and approval process requires substantial time, effort and financial resources, and we cannot be certain that any approvals for our product candidates will be granted on a timely basis, if at all.

Once a pharmaceutical candidate is identified for development it enters the preclinical testing stage. Preclinical tests include laboratory evaluations of product chemistry, toxicity and formulation, as well as animal studies. An IND sponsor must submit the results of the preclinical tests, together with manufacturing information and analytical data, to the FDA as part of the IND. The sponsor will also include a protocol detailing, among other things, the objectives of the first phase of the clinical trial, the parameters to be used in monitoring safety, and the effectiveness criteria to be evaluated, if the first phase lends itself to an efficacy evaluation. Some preclinical testing may continue even after the IND is submitted. The IND automatically becomes effective 30 days after receipt by the FDA, unless the FDA, within the 30-day time period, places the clinical trial on a clinical hold. In such a case, the IND sponsor and the FDA must resolve any outstanding concerns before the clinical trial can begin. Clinical holds also may be imposed by the FDA at any time before or during studies due to safety concerns or non-compliance.

All clinical trials must be conducted under the supervision of one or more qualified investigators in accordance with good clinical practice regulations. These regulations include the requirement that all research

subjects provide informed consent. Further, an institutional review board, or IRB, must review and approve the plan for any clinical trial before it commences at any institution. An IRB considers, among other things, whether the risks to individuals participating in the trials are minimized and are reasonable in relation to anticipated benefits. The IRB also approves the information regarding the trial and the consent form that must be provided to each trial subject or his or her legal representative and must monitor the study until completed.

Each new clinical protocol must be submitted to the IND for FDA review, and to the IRBs for approval. Protocols detail, among other things, the objectives of the study, dosing procedures, subject selection and exclusion criteria, and the parameters to be used to monitor subject safety.

Human clinical trials are typically conducted in three sequential phases that may overlap or be combined:

Progress reports detailing the results of the clinical trials must be submitted at least annually to the FDA and safety reports must be submitted to the FDA and the investigators for serious and unexpected adverse events. Phase I, Phase II, and Phase III testing may not be completed successfully within any specified period, if at all. The FDA or the sponsor may suspend a clinical trial at any time on various grounds, including a finding that the research subjects or patients are being exposed to an unacceptable health risk. Similarly, an IRB can suspend or terminate approval of a clinical trial at its institution if the clinical trial is not being conducted in accordance with the IRB’s requirements or if the drug has been associated with unexpected serious harm to patients.

Concurrent with clinical trials, companies usually complete additional animal studies and must also develop additional information about the chemistry and physical characteristics of the drug and finalize a process for manufacturing the product in commercial quantities in accordance with cGMP requirements. The manufacturing process must be capable of consistently producing quality batches of the product candidate and, among other things, the manufacturer must develop methods for testing the identity, strength, quality and purity of the final drug. Additionally, appropriate packaging must be selected and tested and stability studies must be conducted to demonstrate that the product candidate does not undergo unacceptable deterioration over its shelf life.

The results of product development, preclinical studies and clinical trials, along with descriptions of the manufacturing process, analytical tests conducted on the chemistry of the drug, proposed labeling, and other relevant information are submitted to the FDA as part of an NDA requesting approval to market the product. The submission of an NDA is subject to the payment of user fees; a waiver of such fees may be obtained under certain limited circumstances.

In addition, under the Pediatric Research Equity Act of 2003, or PREA, an NDA or supplement to an NDA must contain data to assess the safety and effectiveness of the drug for the claimed indications in all relevant pediatric subpopulations and to support dosing and administration for each pediatric subpopulation for which the drug is safe and effective. The FDA may grant deferrals for submission of data or full or partial waivers. Unless otherwise required by regulation, PREA does not apply to any drug for an indication for which orphan designation has been granted.

The FDA reviews all NDAs submitted to ensure that they are sufficiently complete for substantive review before it accepts them for filing. The FDA may request additional information rather than accept a NDA for filing. In this event, the NDA must be resubmitted with the additional information. The resubmitted application also is subject to review before the FDA accepts it for filing. Once the submission is accepted for filing, the FDA begins an in-depth substantive review. FDA may refer the NDA to an advisory committee for review, evaluation and recommendation as to whether the application should be approved and under what conditions. The FDA is not bound by the recommendation of an advisory committee, but it generally follows such recommendations. The approval process is lengthy and difficult and the FDA may refuse to approve an NDA if the applicable regulatory criteria are not satisfied or may require additional clinical or other data and information. Even if such data and information is submitted, the FDA may ultimately decide that the NDA does not satisfy the criteria for approval. Data obtained from clinical trials are not always conclusive and the FDA may interpret data differently than we interpret the same data. The FDA may issue an approvable letter, which may require additional clinical or other data or impose other conditions that must be met in order to secure final approval of the NDA. The FDA reviews an NDA to determine, among other things, whether a product is safe and effective for its intended use and whether its manufacturing is cGMP-compliant to assure and preserve the product’s identity, strength, quality and purity. Before approving an NDA, the FDA will inspect the facility or facilities where the product is manufactured.

NDAs receive either standard or priority review. A drug representing a significant improvement in treatment, prevention or diagnosis of disease may receive priority review. In addition, products studied for their safety and effectiveness in treating serious or life-threatening illnesses and that provide meaningful therapeutic benefit over existing treatments may receive accelerated approval and may be approved on the basis of adequate and well-controlled clinical trials establishing that the drug product has an effect on a surrogate endpoint that is reasonably likely to predict clinical benefit or on the basis of an effect on a clinical endpoint other than survival or irreversible morbidity. As a condition of approval, the FDA may require that a sponsor of a drug receiving accelerated approval perform adequate and well-controlled post-marketing clinical trials. Priority review and accelerated approval do not change the standards for approval, but may expedite the approval process.

If a product receives regulatory approval, the approval may be significantly limited to specific diseases and dosages or the indications for use may otherwise be limited, which could restrict the commercial value of the product. In addition, the FDA may require us to conduct Phase IV testing which involves clinical trials designed to further assess a drug’s safety and effectiveness after NDA approval, and may require testing and surveillance programs to monitor the safety of approved products which have been commercialized.

Depending upon the timing, duration and specifics of FDA approval of the use of AEGR-733 or AEGR-427 (implitapide), some of our U.S. patents may be eligible for limited patent term extension under the Drug Price Competition and Patent Term Restoration Act of 1984, referred to as the Hatch-Waxman Amendments. The Hatch-Waxman Amendments permit a patent restoration term of up to five years as compensation for patent term lost during product development and the FDA regulatory review process. However, patent term restoration cannot extend the remaining term of a patent beyond a total of 14 years from the product’s approval date. The patent term restoration period is generally one-half the time between the effective date of an IND, and the submission date of an NDA, plus the time between the submission date of an NDA and the approval of that application. Only one patent applicable to an approved drug is eligible for the extension and the extension must be applied for prior to expiration of the patent. The United States Patent and Trademark Office, in consultation with the FDA, reviews and approves the application for any patent term extension or restoration. In the future, we intend to apply for restorations of patent term for some of our currently owned or licensed patents to add patent life beyond their current expiration date, depending on the expected length of clinical trials and other factors involved in the filing of the relevant NDA.

Market exclusivity provisions under the FDCA, also can delay the submission or the approval of certain applications. The FDCA provides a five-year period of non-patent marketing exclusivity within the United States

to the first applicant to gain approval of an NDA for a new chemical entity. A drug is a new chemical entity if the FDA has not previously approved any other new drug containing the same active moiety, which is the molecule or ion responsible for the action of the drug substance. During the exclusivity period, the FDA may not accept for review an abbreviated new drug application, or ANDA, or a 505(b)(2) NDA submitted by another company for another version of such drug where the applicant does not own or have a legal right of reference to all the data required for approval. However, an application may be submitted after four years if it contains a certification of patent invalidity or non-infringement. The FDCA also provides three years of marketing exclusivity for an NDA, 505(b)(2) NDA or supplement to an existing NDA if new clinical investigations, other than bioavailability studies, that were conducted or sponsored by the applicant are deemed by FDA to be essential to the approval of the application, for example, for new indications, dosages, or strengths of an existing drug. This three-year exclusivity covers only the conditions associated with the new clinical investigations and does not prohibit the FDA from approving ANDAs for drugs containing the original active agent. Five-year and three-year exclusivity will not delay the submission or approval of a full NDA; however, an applicant submitting a full NDA would be required to conduct or obtain a right of reference to all of the preclinical studies and adequate and well-controlled clinical trials necessary to demonstrate safety and effectiveness.

Pediatric exclusivity is another type of exclusivity in the United States. Pediatric exclusivity, if granted, provides an additional six months to an existing exclusivity or statutory delay in approval resulting from a patent certification. This six-month exclusivity, which runs from the end of other exclusivity protection or patent delay, may be granted based on the voluntary completion of a pediatric study in accordance with an FDA-issued “Written Request” for such a study. The current pediatric exclusivity provision is scheduled to end on October 1, 2007, but it may be reauthorized.

Under the Orphan Drug Act, the FDA may grant orphan drug designation to a drug intended to treat a rare disease or condition, which is generally a disease or condition that affects fewer than 200,000 individuals in the United States, or more than 200,000 individuals in the United States and for which there is no reasonable expectation that the cost of developing and making available in the United States a drug for this type of disease or condition will be recovered from sales in the United States for that drug. Orphan drug designation must be requested before submitting an NDA. After the FDA grants orphan drug designation, the identity of the therapeutic agent and its potential orphan use are disclosed publicly by the FDA. Orphan drug designation does not convey any advantage in or shorten the duration of the regulatory review and approval process.

If a product that has orphan drug designation subsequently receives the first FDA approval for the disease for which it has such designation, the product is entitled to orphan product exclusivity, which means that the FDA may not approve any other applications to market the same drug for the same indication, except in very limited circumstances, for seven years. Orphan drug exclusivity, however, also could block the approval of one of our products for seven years if a competitor obtains approval of the same drug as defined by the FDA or if our product candidate is determined to be contained within the competitor’s product for the same indication or disease.

Once an approval is granted, the FDA may withdraw the approval if compliance with regulatory standards is not maintained or if problems occur after the product reaches the market. Later discovery of previously unknown problems with a product may result in restrictions on the product or even complete withdrawal of the product from the market. After approval, some types of changes to the approved product, such as adding new indications, manufacturing changes and additional labeling claims, are subject to further FDA review and approval. Drug manufacturers and other entities involved in the manufacture and distribution of approved drugs are required to register their establishments with the FDA and certain state agencies, and are subject to periodic unannounced inspections by the FDA and certain state agencies for compliance with cGMP and other laws. We rely, and expect to continue to rely, on third parties for the production of clinical and commercial quantities of our

products. Future FDA and state inspections may identify compliance issues at the facilities of our contract manufacturers that may disrupt production or distribution, or require substantial resources to correct.

Any drug products manufactured or distributed by us pursuant to FDA approvals are subject to continuing regulation by the FDA, including, among other things, record-keeping requirements, reporting of adverse experiences with the drug, providing the FDA with updated safety and efficacy information, drug sampling and distribution requirements, complying with certain electronic records and signature requirements, and complying with FDA promotion and advertising requirements. FDA strictly regulates labeling, advertising, promotion and other types of information on products that are placed on the market. Drugs may be promoted only for the approved indications and in accordance with the provisions of the approved label.

From time to time, legislation is drafted, introduced and passed in Congress that could significantly change the statutory provisions governing the approval, manufacturing and marketing of products regulated by the FDA. In addition, FDA regulations and guidance are often revised or reinterpreted by the agency in ways that may significantly affect our business and our products. It is impossible to predict whether legislative changes will be enacted, or FDA regulations, guidance or interpretations changed or what the impact of such changes, if any, may be.

In addition to regulations in the United States, we will be subject to a variety of foreign regulations governing clinical trials and commercial sales and distribution of our products. Whether or not we obtain FDA approval for a product, we must obtain approval of a product by the comparable regulatory authorities of foreign countries before we can commence clinical trials or marketing of the product in those countries. The approval process varies from country to country and the time may be longer or shorter than that required for FDA approval. The requirements governing the conduct of clinical trials, product licensing, pricing and reimbursement vary greatly from country to country.

Under European Union regulatory systems, we may submit marketing authorization applications either under a centralized or decentralized procedure. The centralized procedure, which is compulsory for medicines produced by certain biotechnological processes and optional for those which are highly innovative, provides for the grant of a single marketing authorization that is valid for all European Union member states. For drugs without approval in any Member State, the decentralized procedure provides for approval by one or more other, or concerned, Member States of an assessment of an application performed by one Member State, known as the reference Member State. Under this procedure, an applicant submits an application, or dossier, and related materials (draft summary of product characteristics, draft labeling and package leaflet) to the reference Member State and concerned Member States. The reference Member State prepares a draft assessment and drafts of the related materials within 120 days after receipt of a valid application. Within 90 days of receiving the reference Member State’s assessment report, each concerned Member State must decide whether to approve the assessment report and related materials. If a Member State cannot approve the assessment report and related materials on the grounds of potential serious risk to public health, the disputed points may eventually be referred to the European Commission, whose decision is binding on all Member States.

Sales of pharmaceutical products depend in significant part on the availability of third-party reimbursement. Third-party payors include government health administrative authorities, managed care providers, private health insurers and other organizations. We anticipate third-party payors will provide reimbursement for our products. However, these third-party payors are increasingly challenging the price and examining the cost-effectiveness of medical products and services. In addition, significant uncertainty exists as to the reimbursement status of newly approved healthcare products. We may need to conduct expensive pharmacoeconomic studies in order to demonstrate the cost-effectiveness of our products. Our product candidates may not be considered cost-effective. It is time consuming and expensive for us to seek reimbursement from third-party payors. Reimbursement may not be available or sufficient to allow us to sell our products on a competitive and profitable basis.

The passage of the Medicare Prescription Drug, Improvement, and Modernization Act of 2003, or the MMA, imposes new requirements for the distribution and pricing of prescription drugs for Medicare beneficiaries, and includes a major expansion of the prescription drug benefit under a new Medicare Part D. Medicare Part D went into effect on January 1, 2006. Under Part D, Medicare beneficiaries may enroll in prescription drug plans offered by private entities which will provide coverage of outpatient prescription drugs. Part D plans include both stand-alone prescription drug benefit plans and prescription drug coverage as a supplement to Medicare Advantage plans. Unlike Medicare Part A and B, Part D coverage is not standardized. Part D prescription drug plan sponsors are not required to pay for all covered Part D drugs, and each drug plan can develop its own drug formulary in which it indicates which drugs it will cover and at what tier or level. However, Part D prescription drug formularies must include drugs within each therapeutic category and class of covered Part D drugs, though not necessarily all the drugs in each category or class. Any formulary used by a Part D prescription drug plan must be developed and reviewed by a pharmacy and therapeutic committee.

It is not clear what effect the MMA will have on the prices paid for currently approved drugs and the pricing options for new drugs approved after January 1, 2006. Government payment for some of the costs of prescription drugs may increase demand for products for which we receive marketing approval. However, any negotiated prices for our products covered by a Part D prescription drug plan will likely be lower than the prices we might otherwise obtain. Moreover, while the MMA applies only to drug benefits for Medicare beneficiaries, private payors often follow Medicare coverage policy and payment limitations in setting their own payment rates. Any reduction in payment that results from the MMA may result in a similar reduction in payments from non-governmental payors.

We expect that there will continue to be a number of federal and state proposals to implement governmental pricing controls and limit the growth of healthcare costs, including the cost of prescription drugs. At the present time, Medicare is prohibited from negotiating directly with pharmaceutical companies for drugs. However, Congress is currently considering passing legislation that would lift the ban on federal negotiations. While we cannot predict whether such legislative or regulatory proposals will be adopted, the adoption of such proposals could have a material adverse effect on our business, financial condition and profitability.

In addition, in some foreign countries, the proposed pricing for a drug must be approved before it may be lawfully marketed. The requirements governing drug pricing vary widely from country to country. For example, the European Union provides options for its member states to restrict the range of medicinal products for which their national health insurance systems provide reimbursement and to control the prices of medicinal products for human use. A member state may approve a specific price for the medicinal product or it may instead adopt a system of direct or indirect controls on the profitability of the company placing the medicinal product on the market. There can be no assurance that any country that has price controls or reimbursement limitations for pharmaceutical products will allow favorable reimbursement and pricing arrangements for any of our products.

As of March 15, 2007, we had ten employees. All of our employees are engaged in administration, finance and business development functions. We believe our relations with our employees are good.

We are currently subleasing approximately 7,201 square feet of office space in Bridgewater, New Jersey, which we occupy under a sublease that commenced on May 15, 2006 and will expire on October 24, 2010. We believe our existing facilities are adequate for our current needs and that additional space will be available in the future on commercially reasonable terms as needed.

The following table sets forth information regarding our directors and executive officers, including their ages as of February 28, 2007.

Gerald Wisler. Mr. Wisler, a co-founder of Aegerion, has served as our Chief Executive Officer since February 2005, as our President since July 2005 and as a member of our board of directors since October 2005. From June 2003 to September 2004, Mr. Wisler served as a Vice President in Cardiovascular & Metabolic Brand Management at Novartis Pharmaceuticals Corporation, where he was responsible for its cardiovascular and metabolic franchises. From March 1983 to June 2003, Mr. Wisler held positions at Merck and Co., Inc., the last as Vice President, Managed Care, and for the five years before that as Vice President of Marketing with responsibilities for the U.S. Atherosclerosis franchise, which included Zocor, in which he was responsible for the commercialization of those products. During this tenure, he played a key role in the decision by Merck to enter into a joint venture with Schering-Plough for the development and commercialization of Zetia and Vytorin. Mr. Wisler holds a B.S. in Pharmacy from the University of Toledo College of Pharmacy and an M.B.A. in Finance from the University of Toledo College of Business.

William J. Sasiela, Ph.D. Dr. Sasiela has served as our Chief Medical Officer and Vice President of Clinical since December 2005 and as our Senior Vice President of Clinical since February 2007. From March 1996 to December 2005, Dr. Sasiela held several roles at Parke-Davis, now a subsidiary of Pfizer Inc., most recently serving as Senior Director and Team Leader, in which he was responsible for the world-wide Lipitor (atorvastatin) medical program and involved in the development of certain atherosclerosis products, as well as strategy and licensing activities within the atherosclerosis and metabolic areas. Dr. Sasiela holds a B.S. in biochemistry from Virginia Tech and a Ph.D. from the University of South Carolina School of Medicine, and also conducted post-doctoral research at the University of North Carolina, Chapel Hill.

William H. Lewis. Mr. Lewis, a co-founder of Aegerion, has served as our Chief Financial Officer since March 2005, as our Secretary, Treasurer and Vice President of Administration since July 2005 and as our Senior Vice President of Finance and Administration since February 2007. From August 2004 to March 2005, Mr. Lewis served as Managing Director at a hedge fund, in which he focused on investments in small market capitalization companies. From August 2002 to April 2004, he served as a Managing Director at Wells Fargo Securities as Head of Capital Markets Investment Banking, in which he was responsible for sourcing, overseeing and executing private and public debt and equity transactions. From 2000 to 2002, Mr. Lewis served as a Principal at Robertson Stephens & Company, in which he was responsible for overseeing private and public debt and equity transactions. From 1996 to 2000, Mr. Lewis served as a Vice President at JP Morgan, in which he

focused on private and public equity offerings in the United States and Europe. Mr. Lewis holds a B.A. cum laude from Oberlin College and a M.B.A./J.D. with Honors from Case Western Reserve University. Prior to attending graduate school he worked as an Operations Officer for the U.S. Government.

David I. Scheer. Mr. Scheer, a co-founder of Aegerion, has served as our Chairman of the Board since February 2005. Since 1981, Mr. Scheer has served as President at Scheer & Company, Inc., a company that provides corporate strategic advisory services in the life sciences industry. Mr. Scheer serves as the Chairman of the Board of Tengion, Inc. and Achillion Pharmaceuticals, Inc., and a member of the Advisory Board to the Harvard Malaria Initiative and the Leadership Council for the Harvard School of Public Health. Mr. Scheer holds an A.B. cum laude from Harvard College and an M.S. from Yale University.

Antonio M. Gotto Jr., M.D., D.Phil. Dr. Gotto has served as a member of our board of directors since January 2006. Since January 1997, Dr. Gotto has served as the Stephen and Suzanne Weiss Dean of the Joan and Sanford I. Weill Medical College of Cornell University and Provost for Medical Affairs of Cornell University. From 1976 to 1996, Dr. Gotto served as J.S. Abercrombie Chair of Atherosclerosis and Lipoprotein Research and from 1977 to 1996 as Chairman and Professor of the Department of Medicine at Baylor College of Medicine and Methodist Hospital. Dr. Gotto currently serves as a member of the Institute of Medicine of the National Academy of Sciences and a Fellow of the American Academy of Arts and Sciences, and is also a Past President of the International Atherosclerosis Society and a Past President of the American Heart Association. Dr. Gotto received his Bachelor’s degree from Vanderbilt University in 1957. In 1961, Dr. Gotto was awarded a Doctor of Philosophy from Oxford University in England, where he was a Rhodes Scholar. Dr. Gotto received his Doctor of Medicine from Vanderbilt University School of Medicine in 1965, and completed his residency training at Massachusetts General Hospital in Boston.

Jason Fisherman, M.D. Dr. Fisherman has served as a member of our board of directors since December 2005. Since 1994, Dr. Fisherman has worked at Advent International Corporation, a global private equity firm where he is Managing Director, specializing in biotechnology and emerging pharmaceutical investments. Previously, Dr. Fisherman served from 1991 to 1994 as Senior Director of Medical Research at Enzon, Inc., a biopharmaceutical company. From 1989 to 1991, Dr. Fisherman served as Senior Investigator at the National Cancer Institute, where he managed the clinical development of a number of oncology drugs. Dr. Fisherman serves as a member of the board of directors of several life science companies, including, Torrey Pines Therapeutics, Inc. and Achillion Pharmaceuticals, Inc. Dr. Fisherman holds a B.A. from Yale University, an M.D. from the University of Pennsylvania and an M.B.A. from the Wharton School of the University of Pennsylvania.

Kevin Johnson, Ph.D. Dr. Johnson has served as a member of our board of directors since May 2006. Dr. Johnson has served as a Partner at Ash Biotech Consulting Ltd. since July 2003, a venture advisor of Index Ventures since October 2004 and Chief Executive Officer at PanGenetics BV since July 2005. From January 2000 to June 2003, Dr. Johnson served as Chief Technology Officer and a member of the board of directors at Cambridge Antibody Technologies, a European biotechnology company. Dr. Johnson holds a BSc (hons) in Molecular Biology from Edinburgh University and a Ph.D. in Pathology from Cambridge University.

Alison de Bord. Ms. de Bord has served as a member of our board of directors since December 2005. Ms. de Bord is a Director at Alta BioPharma Partners III, L.P., or Alta Partners, where she focuses on life sciences investing. She joined Alta Partners in 2001. Previously, Ms. de Bord served from 1995 to 1997 as an Associate and from 1999 to 2001 as a Senior Associate at Robertson Stephens & Company in the Life Sciences Investment Banking Group, in which she was responsible for various corporate finance transactions. From 1994 to 1995, Ms. de Bord served as an Associate at Geron Corporation, a biotechnology company, in its business development group. Ms. de Bord serves as a member of the board of directors of Insulet Corporation and SurgRx, Inc. Ms. de Bord holds a B.A. from Colgate University and an M.B.A. from Columbia University.

We seek advice from a number of leading scientists and physicians on scientific and medical matters. Our scientific advisory board regularly assess:

David E. Cohen, M.D., Ph.D. Dr. Cohen is a director of hepatology at Brigham and Women’s Hospital and Harvard Medical School and a consultant at Merck and Co., Inc. Dr. Cohen’s research focuses on the role of phosphatidylcholine transfer protein in reverse cholesterol transport and the impact of obesity on hepatic cholesterol metabolism. Dr. Cohen is a fellow of the American College of Physicians, a chair of the Liver and Biliary Section of the American Gastroenterological Association, and a member of the American Association for the Study of Liver Diseases, the American Gastroenterological Association, the American Federation for Medical Research, the American Society for Clinical Investigation, and the Massachusetts Medical Society. He received numerous awards, including the American Liver Foundation Research Prize in 1992, the American Liver Foundation Liver Scholar Award in the years 1994 through 1997 and the International HDL Research Award in the years 2003 through 2006. Dr. Cohen holds an A.B. from Harvard College, an M.D. from Harvard University and a Ph.D. in physiology and biophysics from Harvard University.

Scott M. Grundy, M.D., Ph.D. Dr. Grundy is Professor of Internal Medicine and Director at the Center for Nutrition at the University of Texas Southwestern Medical Center. Dr. Grundy’s research focuses on cholesterol and lipoprotein metabolism. He was awarded the American Heart Association Distinguished Achievement Award in 1997 and the Baylor College of Medicine Distinguished Alumnus Award in 1998.

Jay D. Horton, M.D. Dr. Horton is Associate Professor of Internal Medicine and Molecular Genetics and the Dr. Robert C. and Veronica Atkins Chair in Obesity and Diabetes Research at the University of Texas Southwestern Medical Center. Dr. Horton’s research interests are in the molecular regulation of fat and cholesterol metabolism. Dr. Horton obtained his B.S. and M.D. degrees from the University of Iowa and completed his internal medicine residency and fellowship in gastroenterology at the University of Texas Southwestern Medical Center. He then completed a Howard Hughes post-doctoral fellowship in the Department of Molecular Genetics at the University of Texas Southwestern Medical Center. Dr. Horton is a former PEW scholar and member of the American Society for Clinical Investigation.

Willis C. Maddrey, MD, MCAP, FRCP (London). Dr. Maddrey is Professor of Internal Medicine and the Executive Vice President for Clinical Affairs at The University of Texas Southwestern Medical Center. He is the Adelyn and Edmund M. Hoffman Distinguished Chair in Medical Science at The University of Texas Southwestern Medical Center. Dr. Maddrey holds a B.S. from Wake Forest University and an M.D. from The Johns Hopkins University School of Medicine. Dr. Maddrey completed his residency at the Osler Medical Service of The Johns Hopkins Hospital and his postgraduate fellowship in liver disease with Dr. Gerald Klatskin at Yale University School of Medicine.

James M. McKenney, Pharm.D. Dr. McKenney is President and Chief Executive Officer of National Clinical Research, Professor Emeritus of the School of Pharmacy of Virginia Commonwealth University and President and a member of the board of directors of the National Lipid Association. Dr. McKenney has been a member of the Coordinating and Executive Committees of the National Cholesterol Education Program and Chairman of the National Lipid Association’s Task Force on the Safety of Lipid Altering Drugs. He was also

appointed to the Adult Treatment Panels II and III in 1990 to 1992 and 1999 to 2001, respectively, which developed guidelines for the evaluation and treatment of hyperlipidemia. Additionally, Dr. McKenney was awarded a Fellowship in the American Society of Hospital Pharmacists in 1998, a Fellowship in the Council on Arteriosclerosis by the American Heart Association in 1993 and the Clinical Practice Award for lifetime contributions made to pharmacy practice by the American College of Clinical Pharmacy in 1996. Dr. McKenney holds a B.S. in pharmacy from the Medical College of Virginia and a Pharm.D. from Wayne State University.

Daniel J. Rader, M.D. Dr. Rader is the Cooper-McClure Professor of Medicine and Professor of Pathology and Pharmacology at the University of Pennsylvania School of Medicine, the Associate Director of UPenn’s Institute for Translational Medicine and Therapeutics, the Director of the Translational Research Center, Director of Preventive Cardiovascular Medicine and Lipid Clinic and the Director of the Lipid-Atherosclerosis Research Unit. Dr. Rader’s research focuses on genetic and pharmacologic regulation of lipoprotein metabolism and atherosclerosis, human genetics of lipid disorders and atherosclerosis, novel approaches to treatment of dyslipidemia and regression of atherosclerosis, and HDL metabolism. Dr. Rader received his undergraduate degree from Lehigh University and his medical degree from the Medical College of Pennsylvania. He completed an internship and residency in internal medicine at Yale-New Haven Hospital, followed by a year as a Chief Resident. In 1988, he began a fellowship in lipid metabolism at the Molecular Disease Branch of the National Heart, Lung, and Blood Institute of the National Institutes of Health, and was subsequently appointed to a staff scientist position. He was recruited in 1994 to the University of Pennsylvania.

We currently have six directors. Upon completion of this offering, the board of directors will be divided into three classes with members of each class of directors serving for three-year terms. Our board of directors will consist of two Class I directors (currently ), two Class II directors (currently ) and two Class III directors (currently ), whose initial terms will expire at the annual meetings of stockholders held in 2008, 2009 and 2010, respectively. Our classified board could have the effect of making it more difficult for a third party to acquire control of us.

Our by-laws provide that any vacancies in our board of directors and newly created directorships may be filled only by our board of directors and that the authorized number of directors may be changed only by our board of directors. Any additional directorships resulting from an increase in the number of directors will be distributed among the three classes, so that, as nearly as possible, each class will consist of one-third of the total number of directors. These provisions of our by-laws and the classification of the board of directors may have the effect of delaying or preventing changes in the control or management of Aegerion.

Each executive officer is elected by, and serves at the discretion of, the board of directors. Each of our executive officers and directors, other than non-employee directors, devotes his or her full time to our affairs. Each of our directors currently serves on the board of directors pursuant to a stockholders agreement. The stockholders agreement, including the provisions relating to the nomination and election of directors, will terminate upon the closing of this offering. There are no family relationships among any of our directors or officers.

Our board of directors has considered the relationships of all directors and, where applicable, the transactions involving them described below under “Certain Relationships and Related Person Transactions,” and determined that each of does not have any relationship which would interfere with the exercise of independent judgment in carrying out his or her responsibility as a director and that each director qualifies as an independent director under the applicable rules of The NASDAQ Global Market.

Upon the consummation of the offering, our board of directors will have an audit committee, a compensation committee and a nominating and corporate governance committee. Our board of directors may also establish from time to time any other committees that it deems necessary or advisable.

The audit committee of our board of directors will recommend the appointment of our independent registered public accounting firm, review our internal accounting procedures, risk assessment procedures and financial statements and consult with and review the services provided by our independent registered public accounting firm, including the results and scope of their audit. The composition of the audit committee will be required to comply with the independence requirements of the SEC and The NASDAQ Global Market, including the designation of an “audit committee financial expert.” Upon the consummation of this offering, the composition of the audit committee will comply with SEC and The NASDAQ Global Market requirements. Our board of directors will adopt a written charter for our audit committee, which will be posted on our website.

The compensation committee of our board of directors will review and recommend to the board of directors the compensation and benefits of our executive officers, administer our stock plans and establish and review general policies relating to compensation and benefits of our employees. Each member of the compensation committee will be a “non-employee” director within the meaning of Rule 16b-3 of the rules promulgated under the Securities Exchange Act of 1934, as amended, or the Exchange Act. Our board of directors will adopt a written charter for our compensation committee, which will be posted on our website.

The nominating and corporate governance committee of our board of directors will identify individuals qualified to become board members and recommend candidates for election to our board of directors, and consider and make recommendations to our board of directors regarding the size and composition of our board, committee structure and makeup and retirement procedures affecting board members. The nominating and corporate governance committee will also monitor our performance in meeting our obligations of fairness in internal and external matters and our principles of corporate governance. The composition of the nominating and corporate committee will comply with SEC and The NASDAQ Global Market requirements. Our board of directors will adopt a written charter for our nominating and corporate governance committee, which will be posted on our website.

None of our executive officers serves as a member of the board of directors or compensation committee, or other committee serving an equivalent function, of any other entity that has one or more of its executive officers serving as a member of our board of directors or who will serve on our compensation committee. None of the members of our compensation committee will have ever been one of our employees.

Background and Overview of Our Executive Compensation Objectives, Policies and Procedures

Our primary objectives with respect to executive compensation are attracting and retaining individuals who possess knowledge, experience and skills that we believe are important to the development of our business of developing and commercializing small-molecule therapeutics to treat cardiovascular and metabolic disease. To achieve these objectives, we seek to provide a competitive compensation package that ties a substantial portion of the executive’s overall compensation to our clinical, regulatory, commercial and operational performance.

As a recently formed company with only ten employees as of March 15, 2007, we have not yet developed comprehensive compensation policies and procedures typical of larger companies with longer operating history. Following our inception in February 2005, David I. Scheer, our sole director at the time, sought to bring together a management team he believed, based upon his more than twenty years of experience in the biopharmaceuticals industry, had the relevant skills and experience to manage an early-stage pre-commercial company with the goal of developing and commercializing small-molecule therapeutics to treat cardiovascular and metabolic disease. To date, we have not retained a compensation consultant to review our policies and procedures with respect to executive compensation. In determining an appropriate compensation package for our initial hires, Mr. Scheer drew upon his own experience with early stage life science companies, and also conducted a review of the compensation packages of executive officers at similarly situated companies based primarily on publicly available data relating to the compensation practices and policies of other companies within and outside of the biotechnology industry, and on two surveys of executive compensation paid by peer companies in the biopharmaceutical industry: the BioWorld Executive Compensation Report conducted by The BioWorld Group and the Radford Biotechnology Survey conducted by Aon Corporation. Mr. Scheer was responsible for the initial hiring of Gerald Wisler as a consultant in December 2004 and as our acting Chief Executive Officer beginning in February 2005. In April 2005, we hired William Lewis to be our acting Chief Financial Officer. Messrs. Wisler and Lewis purchased shares of our common stock in April 2005, which shares are subject to vesting based on their continued full time employment with us. Messrs. Wisler and Lewis each entered into an employment agreement with us on July 1, 2005. William J. Sasiela, Ph.D., became our third employee when we hired him as our Chief Medical Officer in December 2005. Concurrent with his entering into an employment agreement with us, Dr. Sasiela also purchased shares of our common stock, which shares are subject to vesting based on his continued full time employment. The details of our employment agreements with each of our executive officers are discussed below in “—Employment Agreements and Severance Arrangements” and the details of the restrictions on the common stock purchased by Messrs. Wisler and Lewis and Dr. Sasiela are discussed below in “—Outstanding Shares of Restricted Stock at Fiscal Year End.”

Since our Series A financing on December 15, 2005, which resulted in the addition of four directors, our board of directors has sought to develop a more formal compensation system by adopting our 2006 Stock Option and Grant Plan, or 2006 Option Plan, in May 2006 and establishing a compensation committee to assist our board of directors in making decisions about compensation matters. Once we become a public company, our compensation committee will be primarily responsible for developing and implementing our compensation policies and establishing and approving the compensation for all of our executive officers. Although we have not adopted any formal guidelines for allocating total compensation between equity compensation and cash compensation, we intend to implement and maintain compensation plans that tie a substantial portion of our executives’ overall compensation to the achievement of corporate goals and value-creating milestones, such as the establishment and maintenance of key strategic relationships and the clinical development of our product candidates. We also intend to adopt an option grant policy to formalize how we will grant equity-based awards to officers and employees in the future, which will require that all grants be approved by our board of directors or our compensation committee and will dictate the timing of grants to employees. In the future, our compensation committee may continue to review the compensation packages offered by peer companies and may choose to retain the services of third-party executive compensation specialists from time to time, as it sees fit, in connection

with the establishment of cash and equity compensation and related policies. While peer group market data and reports from third party consultants provide useful starting points for compensation decisions, our compensation committee may also take into account factors such as level of responsibility, prior experience and individual performance in arriving at final compensation decisions.

Our executive compensation primarily consists of base salary, periodic discretionary cash incentive bonuses, equity incentive compensation and broad-based benefits programs. Each of the primary elements of our executive compensation is discussed in detail below, including a description of the particular element and how it fits into our overall executive compensation and a discussion of the amounts of compensation paid to our named executive officers in 2006 under each of these elements. Our named executive officers include the individuals who served as our chief executive officer and chief financial officer, as well as our other most highly compensated executive officers who served in such capacities during 2006.

Base salaries for our named executive officers are intended to be competitive with those received by other individuals in similar positions at our peer group companies. The base salaries of our executive officers are reviewed annually and adjusted to reflect individual roles and performance. We may also increase the base salary of an executive officer at other times if a change in the scope of the officer’s responsibilities justifies such consideration. We believe that a competitive base salary is a necessary element of any compensation program that is designed to attract and retain talented and experienced executives. We also believe that attractive base salaries can motivate and reward executives for their overall performance. Although base salaries are established in part based on the individual experience, skills and expected contributions of our executives and our executives’ performance during the prior year, we do not view base salaries as primarily serving our objective of paying for performance.

In 2006, the base salaries of our named executive officers were: Mr. Wisler, $296,400 per year; Mr. Lewis, $234,000 per year; and Dr. Sasiela, $225,000 per year. The base salaries of our executives were based on our understanding of market conditions at the time, the individual experience and skills of, and expected contribution from, each executive, the roles and responsibilities of the executive, the base salaries of our existing executives and other factors. We review base salaries periodically and may adjust them to reflect market increases, the growth and stage of development of our company, our executives’ performance and increased experience and other factors.

Our compensation committee has the authority to award annual performance-based cash bonuses to our executive officers and certain non-executive employees. The amount of the cash bonus generally depends on the level of achievement of corporate and individual objectives established at the beginning of the fiscal year, with a target bonus generally set as a percentage of base salary. At the end of the fiscal year, each employee is required to complete a self-evaluation referencing their specific accomplishments against their stated objectives, which our compensation committee will use as a factor in making bonus decisions. Our compensation committee has discretion to award cash bonuses that are less than or greater than these target amounts.

At the beginning of 2006, we established certain corporate objectives relating to, among other things:

In February 2007, our compensation committee determined that we pay a bonus to Messrs. Wisler and Lewis of $118,560 and $82,040, respectively, and to Dr. Sasiela of $82,040, based upon the achievement of certain corporate objectives, including (i) the initiation and advancement of three Phase II clinical trials of AEGR-733, (ii) the in-licensing of certain rights related to AEGR-733 from UPenn and AEGR-427 (implitapide) from Bayer; (iii) activities relating to preparing for our initial public offering and (iv) the hiring of a Vice President of Business Development, a Director of Clinical Operations and a Controller and Director of Finance. These bonus amounts include 100% of each executive’s target bonus for 2006, and an additional bonus of $29,640 to Mr. Wisler, $23,440 to Mr. Lewis and $25,790 to Dr. Sasiela, paid at the discretion of our board of directors.

Each of our named executive officers purchased restricted shares of common stock in connection with their initial employment with us in 2005 in the following amounts: Mr. Wisler, 2,300,000 shares at $0.001 per share; Mr. Lewis, 700,000 shares at $0.001 per share; and Dr. Sasiela, 500,000 shares at $0.001 per share. The restricted stock purchased by each executive is subject to vesting and other provisions of their respective restricted stock agreements, which are described below. The shares purchased by Messrs. Wisler and Lewis were purchased in April 2005 in connection with the formation of Aegerion at fair market value, as determined by our board of directors. Dr. Sasiela’s shares were purchased in December 2005, at which time our board of directors determined that the fair market value was $0.62 per share. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Stock-Based Compensation.” See also “—Outstanding Shares of Restricted Stock at Fiscal Year End.”

Equity incentive grants to our executives and other employees are currently made at the discretion of our board of directors out of our 2006 Option Plan. Under the 2006 Option Plan, we may grant equity incentive awards in the form of stock options or restricted stock awards. Because of our limited operating history, no such grants were made to our named executive officers in the fiscal year ended December 31, 2006. However, in 2006 we granted options to non-executive employees in connection with their initial employment by us.

Stock option awards provide our executive officers with the right to purchase shares of our common stock at a fixed exercise price, subject to continued employment with our company. Stock options are earned on the basis of continued service to us and generally vest over four years, beginning with one-fourth vesting one year after the date of grant, then pro-rata vesting quarterly thereafter. See also “Potential Payments Upon Termination or Change-in-Control” for a discussion of the change-in-control provisions related to stock options.

Restricted stock awards provide our executive officers with the ability to purchase shares of our common stock at a fixed purchase price at the time of grant by entering into a restricted stock purchase agreement. Similar to stock options, shares of restricted stock are earned on the basis of continued service to us and generally vest over four years, beginning with one-fourth vesting one year after the date of grant and pro-rata vesting quarterly thereafter. See also “Potential Payments Upon Termination or Change-in-Control” for a discussion of the change-in-control provisions related to restricted stock.

The exercise price of each stock option granted under our 2006 Option Plan is based on the fair market value of our common stock on the date of grant. Historically, the fair market value of our common stock for purposes of determining the exercise price of stock options has been determined by our board of directors based on its analysis of a number of factors including, among others, the total company valuation implied by our initial venture capital round of financing in December 2005, the market value of similarly situated public companies, our anticipated future risks and opportunities, the rights and preferences of our Series A preferred stock and the discounts customarily applicable to common stock of privately-held companies. Following this offering, we expect that all stock options will continue to be granted with an exercise price equal to the fair market value of our common stock on the date of grant, but fair market value will be defined as the closing market price of a share of our common stock on the date of grant. We do not currently have any program, plan or practice of setting the exercise price based on a date or price other than the fair market value of our common stock on the grant date.

We have granted stock options as incentive stock options under Section 422 of the Internal Revenue Code of 1986, as amended, subject to the volume limitations contained in the Internal Revenue Code, and we may, in the future, grant non-qualified stock options. Generally, for stock options that do not qualify as incentive stock options, we are entitled to a tax deduction in the year in which the stock options are exercised equal to the spread between the exercise price and the fair market value of the stock for which the stock option was exercised. The holders of the non-qualified stock options are generally taxed on this same amount in the year of exercise. For stock options that qualify as incentive stock options, we do not receive a tax deduction, and the holder of the stock option may receive more favorable tax treatment than he or she would receive for a non-qualified stock option. We may choose to grant incentive stock options in order to provide these potential tax benefits to our executives and because of the limited expected benefits to our company of the potential tax deductions as a result of our historical net losses.

We currently maintain broad-based benefits and perquisites that are provided to all employees, including health insurance, life and disability insurance, dental insurance and a 401(k) plan.

The following table sets forth certain information with respect to compensation for the year ended December 31, 2006 earned by or paid to Mr. Wisler, our President and Chief Executive Officer, Mr. Lewis, our Chief Financial Officer and Senior Vice President, Finance and Administration, and Dr. Sasiela, our Chief Medical Officer and Senior Vice President, Clinical. We refer to these individuals as our named executive officers. We had no other executive officers in 2006.

The following table sets forth certain information with respect to awards under our non-equity incentive plan made by us to our named executive officers for the year ended December 31, 2006.

Each of our named executive officers purchased restricted shares of common stock in connection with their initial employment with us in 2005. The following table sets forth certain information with respect to these shares of restricted stock at December 31, 2006. None of our named executive officers held stock options at December 31, 2006.

Our 2006 Option Plan was adopted by our board of directors and approved by our stockholders in May 2006. We reserved 1,555,060 shares of our common stock for the issuance of awards under the 2006 Option Plan.

Our 2006 Option Plan is administered by our board of directors. Our board of directors has the authority to delegate full power and authority to a committee of the board to select the individuals to whom awards will be granted, to make any combination of awards to participants, to accelerate the exercisability or vesting of any award, to provide substitute awards and to determine the specific terms and conditions of each award, subject to the provisions of the 2006 Option Plan.

The 2006 Option Plan permits us to make grants of incentive stock options, non-qualified stock options, restricted stock awards and unrestricted stock awards to officers, employees, directors, consultants and other key persons. Stock options granted under the 2006 Option Plan have a maximum term of ten years from the date of grant and incentive stock options have an exercise price of no less than the fair market value of our common stock on the date of grant.

Upon a sale event in which all awards are not assumed or substituted by the successor entity, the 2006 Option Plan and all stock options issued thereunder will terminate upon the effective time of such sale event following an exercise period. Restricted stock shall be treated as provided in the relevant award agreement. Under the 2006 Option Plan, a sale event is defined as the consummation of (i) the dissolution or liquidation of Aegerion, (ii) the sale of all or substantially all of our assets and our subsidiaries on a consolidated basis to an unrelated person or entity, (iii) a merger, reorganization or consolidation in which the outstanding shares of our common stock are converted into or exchanged for securities of the successor entity and the holders of our outstanding voting power immediately prior to such transaction do not own at least a majority of the outstanding voting power of the successor entity immediately upon completion of such transaction (taking into account only ownership interests resulting from pre-transaction interests in Aegerion), (iv) the sale, in a single transaction or series of related transactions, of all or a majority of our stock to an unrelated person or entity, or (v) any other transaction in which the holders of our outstanding voting power immediately prior to such transaction do not own at least a majority of the outstanding voting power of Aegerion or a successor entity immediately upon completion of the transaction (taking into account only ownership interests resulting from pre-transaction interests in Aegerion).

Following this offering, our board of directors will not grant any further awards under the 2006 Option Plan. We have adopted the 2007 Stock Option and Incentive Plan, under which we expect to make all future awards.

All stock option awards that are granted to the named executive officers are covered by a stock option agreement. Under the stock option agreements, 25% of the shares vest on the first anniversary of the grant date and the remaining shares vest quarterly over the following three years. Our board of directors may accelerate the vesting schedule in its discretion.

Our 2007 Option Plan was adopted by our board of directors and approved by our stockholders in 2007. The 2007 Option Plan permits us to make grants of incentive stock options, non-qualified stock options, stock appreciation rights, deferred stock awards, restricted stock awards, unrestricted stock awards and dividend equivalent rights. We reserved shares of our common stock for the issuance of awards under the 2007 Option Plan. This number is subject to adjustment in the event of a stock split, stock dividend or other change in our capitalization. Generally, shares that are forfeited or canceled from awards under the 2007 Option Plan also will be available for future awards. As of 2007, no awards had been granted under the 2007 Option Plan.

The 2007 Option Plan may be administered by either a committee of at least two non-employee directors or by our full board of directors, or the administrator. The administrator has full power and authority to select the participants to whom awards will be granted, to make any combination of awards to participants, to accelerate the exercisability or vesting of any award and to determine the specific terms and conditions of each award, subject to the provisions of the 2007 Option Plan.

All full-time and part-time officers, employees, non-employee directors and other key persons (including consultants and prospective employees) are eligible to participate in the 2007 Option Plan, subject to the discretion of the administrator. There are certain limits on the number of awards that may be granted under the 2007 Option Plan. For example, no more than shares of common stock may be granted in the form of stock options or stock appreciation rights to any one individual during any one-calendar-year period.

The exercise price of stock options awarded under the 2007 Option Plan may not be less than the fair market value of our common stock on the date of the option grant and the term of each option may not exceed ten years from the date of grant. The administrator will determine at what time or times each option may be exercised and, subject to the provisions of the 2007 Option Plan, the period of time, if any, after retirement, death, disability or other termination of employment during which options may be exercised.

To qualify as incentive options, stock options must meet additional federal tax requirements, including a $100,000 limit on the value of shares subject to incentive options which first become exercisable in any one calendar year, and a shorter term and higher minimum exercise price in the case of certain large stockholders.

Stock appreciation rights may be granted under our 2007 Option Plan. Stock appreciation rights allow the recipient to receive the appreciation in the fair market value of our common stock between the exercise date and the date of grant. The administrator determines the terms of stock appreciation rights, including when such rights become exercisable and whether to pay the increased appreciation in cash or with shares of our common stock, or a combination thereof.

Restricted stock may be granted under our 2007 Option Plan. Restricted stock awards are shares of our common stock that vest in accordance with terms and conditions established by the administrator. The administrator will determine the number of shares of restricted stock granted to any employee. The administrator may impose whatever conditions to vesting it determines to be appropriate. For example, the administrator may set restrictions based on the achievement of specific performance goals. Shares of restricted stock that do not vest are subject to our right of repurchase or forfeiture.

Deferred and unrestricted stock awards may be granted under our 2007 Option Plan. Deferred stock awards are units entitling the recipient to receive shares of stock paid out on a deferred basis, and are subject to such restrictions and conditions as the administrator shall determine. Our 2007 Option Plan also gives the administrator discretion to grant stock awards free of any restrictions.

Dividend equivalent rights may be granted under our 2007 Option Plan. Dividend equivalent rights are awards entitling the grantee to current or deferred payments equal to dividends on a specified number of shares of stock. Dividend equivalent rights may be settled in cash or shares and are subject to other conditions as the administrator shall determine.

Cash-based awards may be granted under our 2007 Option Plan. Each cash-based award shall specify a cash-denominated payment amount, formula or payment ranges as determined by the administrator. Payment, if any, with respect to a cash-based award may be made in cash or in shares of stock, as the administrator determines.

Unless the administrator provides otherwise, our 2007 Option Plan does not allow for the transfer of awards and only the recipient of an award may exercise an award during his or her lifetime.

In the event of a merger, sale or dissolution, or a similar “sale event,” unless assumed or substituted, all stock options and stock appreciation rights granted under the 2007 Option Plan will automatically become fully exercisable, all other awards granted under the 2007 Option Plan will become fully vested and non-forfeitable and awards with conditions and restrictions relating to the attainment of performance goals may become vested and non-forfeitable in connection with a sale event in the administrator’s discretion. In addition, upon the effective time of any such sale event, the 2007 Option Plan and all awards will terminate unless the parties to the transaction, in their discretion, provide for appropriate substitutions or assumptions of outstanding awards. Any award so assumed or continued or substituted shall be deemed vested and exercisable in full upon the date on which the grantee’s employment or service relationship with us terminates if such termination occurs (i) within 18 months after such sale event and (ii) such termination is by us or a successor entity without cause or by the grantee for good reason.

No awards may be granted under the 2007 Option Plan after 2017. In addition, our board of directors may amend or discontinue the 2007 Option Plan at any time and the administrator may amend or cancel any outstanding award for the purpose of satisfying changes in law or for any other lawful purpose. No such amendment may adversely affect the rights under any outstanding award without the holder’s consent. Other than in the event of a necessary adjustment in connection with a change in our stock or a merger or similar transaction, the administrator may not “reprice” or otherwise reduce the exercise price of outstanding stock options or stock appreciation rights. Further, amendments to the 2007 Option Plan will be subject to approval by our stockholders if the amendment (i) increases the number of shares available for issuance under the 2007 Option Plan, (ii) expands the types of awards available under, the eligibility to participate in, or the duration of, the plan, (iii) materially changes the method of determining fair market value for purposes of the 2007 Option Plan, (iv) is required by the Nasdaq Global Market rules, or (v) is required by the Internal Revenue Code of 1986, as amended, or the Code, to ensure that incentive options are tax-qualified.

Our employee savings plan is intended to qualify under Section 401 of the Internal Revenue Code. Our 401(k) plan permits employees to make contributions up to the statutory limit. We have the discretion to match up to 50% of the first 6% of gross wages that an employee contributes, resulting in a maximum match by us that totals up to 3% of an employee’s gross wages. We did not match employee contributions in 2006. We may make matching contributions or additional contributions to our 401(k) plan in amounts determined annually.

None of our named executive officers participate in or have account balances in qualified or non-qualified defined benefit plans sponsored by us.

None of our named executive officers participate in or have account balances in non-qualified defined contribution plans or other deferred compensation plans maintained by us.

Gerald Wisler. On July 1, 2005, we entered into an employment agreement with Gerald Wisler for the position of President and Chief Executive Officer, which was amended in March 2007. The term of the

agreement is five years. Mr. Wisler currently receives a base salary of $335,000, which is reviewed annually and may be adjusted at the discretion of the board of directors. Mr. Wisler is also eligible for a merit bonus with a target of 30% of his base salary, payable at the discretion of the board of directors if he achieves certain mutually agreed upon performance milestones set each fiscal year. The board of directors may also, at its discretion, make a grant of stock incentives to Mr. Wisler on an annual basis in recognition of his performance during the preceding year. Mr. Wisler is eligible to participate in our employee benefit plans, to the extent he is eligible for those plans, on the same terms as other similarly-situated executive officers of Aegerion.

William H. Lewis. On July 1, 2005, we entered into an employment agreement with William H. Lewis for the position of Chief Financial Officer and Vice President Finance and Administration, which was amended in March 2007. The term of the agreement is five years. Mr. Lewis currently receives a base salary of $250,000, which is reviewed annually and may be adjusted at the discretion of the board of directors. Mr. Lewis is also eligible for a merit bonus of with a target of 25% of his base salary, payable at the discretion of the board of directors if he achieves certain mutually agreed upon performance milestones set each fiscal year. The board of directors may also, at its discretion, make a grant of stock incentives to Mr. Lewis on an annual basis in recognition of his performance during the preceding year. Mr. Lewis is eligible to participate in our employee benefit plans, to the extent he is eligible for those plans, on the same terms as other similarly-situated executive officers of Aegerion.

William J. Sasiela, Ph.D. On December 1, 2005, we entered into an employment agreement with William J. Sasiela, Ph.D. for the position of Chief Medical Officer and Vice President Clinical Development, which was amended in March 2007. The term of the agreement is four years. Dr. Sasiela currently receives a base salary of $250,000, which is reviewed annually and may be adjusted at the discretion of the board of directors. Dr. Sasiela is also eligible for a merit bonus of with a target of 25% of his base salary, payable at the discretion of the board of directors if he achieves certain mutually agreed upon performance milestones set each fiscal year. The board of directors may also, at its discretion, make a grant of stock incentives to Dr. Sasiela on an annual basis in recognition of his performance during the preceding year. Dr. Sasiela is eligible to participate in our employee benefit plans, to the extent he is eligible for those plans, on the same terms as other similarly-situated executive officers of Aegerion.

In each of these agreements, if employment is terminated by reason of the employee’s death or disability, the employee is entitled to severance compensation of six months’ base salary and continuation of benefits for six months, and, at the discretion of the board of directors, prorated bonus to the target level. Additionally, if the employee terminates employment for good reason or if we terminate his employment without cause, he is entitled to receive, in the case of Mr. Wisler, twelve months as severance compensation and in the case of Mr. Lewis and Dr. Sasiela, nine months as severance compensation, and at the discretion of the board of directors, prorated bonus to the target level. The definition of good reason as set forth in the agreements includes an adverse change in the employee’s title, authority or responsibility, our material breach of the agreement and a reduction in salary that is not a result of an across-the-board reduction in senior management compensation. The definition of cause as set forth in the agreements includes the employee’s knowing failure or refusal to perform duties, the employee’s conduct resulting in damage to our reputation, material breach of the confidentiality agreement and the employee’s conviction or plea of guilty of nolo contendere of a felony.

The employment agreements with our named executive officers provide certain benefits upon the termination of employment. If any of Messrs. Wisler or Lewis or Dr. Sasiela is terminated by reason of his or her death or disability, he is entitled to receive as severance compensation 100% salary and benefits continuation for a period of six months. If he terminates his employment for good reason or we terminate his employment without cause, he is entitled to receive as severance compensation 100% salary and benefits continuation for a period of twelve months for Mr. Wisler and nine months for Mr. Lewis and Dr. Sasiela. All payments and benefits are conditioned on the executive’s execution and non-revocation of a general release agreement at the time of

termination. All payments due upon termination may be delayed up to six months from the termination date to avoid disfavored tax treatment under Section 409A of the Internal Revenue Code. See “Employment Agreements” above for the definition of “cause” and “good reason” in each employment agreement.

Pursuant to the restricted stock agreements between us and each of Messrs. Wisler and Lewis and Dr. Sasiela, vesting of the restricted stock subject to the agreements accelerates upon a termination of such named executive officer’s employment without cause. If the termination is not in relation to a change in control of Aegerion, 25% of the then unvested shares vest upon termination by us without cause. If the termination is in relation to a change in control of Aegerion, all of the then unvested shares vest upon termination by us or our successor without cause. The definition of cause used in the restricted stock agreements is set forth in the named executive officer’s employment agreement with us, and described above in “Employment Agreements”.

The tables below reflect (i) the continuation of salary and benefits and (ii) the acceleration of options and the lapsing of repurchase rights for shares of restricted common stock outstanding as of December 31, 2006, for each of our named executive officers, in each case, upon termination, in connection with a change of control or otherwise, or upon the death or disability of the named executive officer. See also “—Employment Agreements and Severance Agreements.”

Each of our named executive officers has also entered into a standard form agreement with respect to proprietary information and inventions. Among other things, this agreement obligates each named executive officer to refrain from disclosing any of our proprietary information received during the course of employment and, with some exceptions, to assign to us any inventions conceived or developed during the course of employment.

We reimburse each member of our board of directors who is not an employee for reasonable travel and other expenses in connection with attending meetings of the board of directors or committees thereof. We intend to adopt a new compensation policy for non-employee directors to be effective upon completion of this offering.

The following table sets forth a summary of the compensation earned by our directors and/or paid to our directors under certain agreements, in each case, in 2006, other than Mr. Wisler.

As permitted by the Delaware General Corporation Law, we have adopted provisions in our certificate of incorporation and by-laws to be in effect at the closing of this offering that limit or eliminate the personal liability of our directors. Consequently, a director will not be personally liable to us or our stockholders for monetary damages or breach of fiduciary duty as a director, except for liability for:

These limitations of liability do not alter director liability under the federal securities laws and do not affect the availability of equitable remedies such as an injunction or rescission.

We have entered into indemnification agreements with each of our directors and our executive officers. These agreements provide that we will indemnify each of our directors and executive officers to the fullest extent permitted by law and advance expenses, including attorneys’ fees, to each indemnified director or executive officer in connection with any proceeding in which indemnification is available.

We also maintain general liability insurance which covers certain liabilities of our directors and officers arising out of claims based on acts or omissions in their capacities as directors or officers, including liabilities under the Securities Act.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers, or persons controlling the registrant under the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

These provisions may discourage stockholders from bringing a lawsuit against our directors for breach of their fiduciary duty. These provisions may also have the effect of reducing the likelihood of derivative litigation against directors and officers, even though such an action, if successful, might otherwise benefit us and our stockholders. Furthermore, a stockholder’s investment may be adversely affected to the extent we pay the costs of settlement and damage awards against directors and officers under these indemnification provisions. We believe that these provisions, the indemnification agreements and the insurance are necessary to attract and retain talented and experienced directors and officers.

At present, there is no pending litigation or proceeding involving any of our directors or officers where indemnification will be required or permitted. We are not aware of any threatened litigation or proceeding that might result in a claim for such indemnification.

Since inception, we have engaged in the following transactions with our directors, executive officers, holders of more than 5% of our voting securities, or any member of the immediate family of the foregoing persons.

In August 2005, we sold convertible promissory notes for an aggregate purchase price of $749,000. The convertible promissory notes accrued interest at a rate of 9% per annum and had a maturity date of February 24, 2006. In December 2005, in connection with the Series A preferred stock financing described below, the convertible promissory notes, along with accrued but unpaid interest thereon, were automatically converted into an aggregate of 517,408 shares of our Series A redeemable convertible preferred stock at a conversion price of $1.4879, or 80% of the issue price of the Series A preferred stock sold in the financing. In connection with the bridge financing, we also issued 44,940 shares of our common stock to the purchasers of the note for no additional consideration.

The following table summarizes the participation in the bridge financing by any of our directors, executive officers, holders of more than 5% of our voting securities, or any member of the immediate family of the foregoing persons.

In December 2005, we sold in a private placement an aggregate of 12,211,604 shares of our Series A redeemable convertible preferred stock, $0.001 par value per share. Excluding the 517,408 shares of our Series A redeemable convertible preferred stock that were issued upon conversion of the convertible promissory notes described above at a conversion price of $1.4879, the remaining 11,694,196 shares were sold at a per share price of $1.8599.

The following table summarizes the participation in the Series A financing by any of our directors, executive officers, holders of more than 5% of our voting securities, or any member of the immediate family of the foregoing persons, not including the shares of Series A redeemable convertible preferred stock issued upon conversion of the convertible promissory notes, as described above.

We have entered into employment agreements with Messrs. Wisler and Lewis and Dr. Sasiela that provide for certain salary, bonus and severance compensation. For more information regarding these agreements, see “Executive and Director Compensation—Employment Agreements and Severance Agreements.”

On February 4, 2005, we issued 2,300,000 shares of common stock to Scheer Investment Holdings VII LLC in consideration of consulting services rendered to us. David I. Scheer, our Chairman, is the managing member of Scheer Investment Holdings VII LLC.

On July 1, 2005, we entered into a consulting agreement with Scheer & Company, Inc., which was amended and restated on August 1, 2006. David I. Scheer, our Chairman, is the President of Scheer & Company, Inc. For services provided, we have paid to Scheer & Company, Inc. an aggregate of $ for services rendered to us.

On April 4, 2006, we entered into a consulting agreement with Dr. Gotto, one of our directors. As of February 28, 2007, we owed Dr. Gotto $ for services rendered to us.

For more information regarding restricted stock purchased by our named executive officers and directors, see “Executive and Director Compensation—Outstanding Equity Awards at Fiscal Year End.”

We have agreed to indemnify our directors and officers in certain circumstances. See “Management—Limitation of Liability and Indemnification.”

Certain of our directors, executive officers, holders of more than 5% of our common stock are party to agreements providing for rights to register under the Securities Act certain shares of our capital stock. For more information regarding these agreements, see “Description of Capital Stock—Registration Rights.”

Our board of directors reviews and approves transactions with directors, officers, and holders of five percent or more of our voting securities and their affiliates, or each, a related party. Prior to this offering, prior to our board of directors’ consideration of a transaction with a related party, the material facts as to the related party’s relationship or interest in the transaction are disclosed to our board of directors, and the transaction is not considered approved by our board of directors unless a majority of the directors who are not interested in the transaction approve the transaction. Following this offering, such transactions must be approved by our audit committee or another independent body of our board of directors. Further, when stockholders are entitled to vote on a transaction with a related party, the material facts of the related party’s relationship or interest in the transaction are disclosed to the stockholders, who must approve the transaction in good faith.

The following table sets forth information with respect to the beneficial ownership of our common stock, as of February 28, 2007, the most recent practicable date, and as adjusted to reflect the sale of common stock offered by us in this offering, for:

Beneficial ownership is determined in accordance with the rules of the SEC. These rules generally attribute beneficial ownership of securities to persons who possess sole or shared voting power or investment power with respect to those securities and include shares of common stock issuable upon the exercise of stock options that are immediately exercisable or exercisable within 60 days after February 28, 2007, although these shares are not deemed outstanding for the purpose of computing the percentage ownership of any other person.

Except as otherwise indicated, all of the shares reflected in the table are shares of common stock and all persons listed below have sole voting and investment power with respect to the shares beneficially owned by them, subject to applicable community property laws. The information is not necessarily indicative of beneficial ownership for any other purpose.

Percentage ownership calculations for beneficial ownership prior to this offering are based on shares outstanding as of February 28, 2007. Percentage ownership calculations for beneficial ownership after this offering also include the shares we are offering hereby.

For purposes of calculating the number of shares of common stock into which the Series A redeemable convertible preferred stock will be convertible after the completion of this offering, we have assumed the closing of this offering occurs on , 2007, which would result in accumulated dividends of $ per share of Series A redeemable convertible preferred stock and aggregate accumulated dividends of $ on all outstanding shares of Series A redeemable convertible preferred stock, payable in additional shares of common stock. However, because each outstanding share of our Series A redeemable convertible preferred stock is convertible into a number of shares of our common stock determined by dividing (1) the Series A per share purchase price of $1.8599 plus an accumulated dividend of 7% per year by (2) a conversion price equal to $1.8599 per share, the number of shares of common stock into which the outstanding shares of Series A redeemable convertible preferred stock will be converted upon completion of this offering will differ if the actual closing date is different from the assumption set forth above. See “Prospectus Summary—General Information About This Prospectus.” Accordingly, the percentage of common stock beneficially owned before and after this offering may differ from that set forth below.

Except as otherwise indicated in the table below, addresses of named beneficial owners are in care of Aegerion Pharmaceuticals, Inc., CenterPoint IV, 1140 Route 22 East, Suite 304, Bridgewater, New Jersey 08807.

The following description of our capital stock is intended as a summary only and is qualified in its entirety by reference to our amended and restated certificate of incorporation and amended and restated by-laws to be in effect at the closing of this offering, which are filed as exhibits to the registration statement, of which this prospectus forms a part, and to the applicable provisions of the Delaware General Corporation Law. We refer in this section to our amended and restated certificate of incorporation as our certificate of incorporation, and we refer to our amended and restated by-laws as our by-laws.

Upon completion of this offering, our authorized capital stock will consist of 125,000,000 shares of common stock, par value $0.001 per share, and 5,000,000 shares of preferred stock, par value $0.001 per share, all of which shares of preferred stock will be undesignated.

As of February 28, 2007, we had 6,509,940 shares of our common stock outstanding held by 14 stockholders of record and 12,211,604 shares of our Series A redeemable convertible preferred stock outstanding held by 16 stockholders of record, and outstanding options to purchase 715,000 shares of our common stock under our stock option plan at a weighted average exercise price of $1.33 per share, none of which were exercisable. Upon the completion of this offering, all outstanding shares of our Series A redeemable convertible preferred stock and accumulated dividends thereon will be converted into an aggregate of shares of common stock, assuming the closing of this offering occurs on .

The holders of our common stock are entitled to one vote for each share held on all matters submitted to a vote of the stockholders. The holders of our common stock do not have any cumulative voting rights. Holders of our common stock are entitled to receive proportionally any dividends declared by our board of directors, subject to any preferential dividend rights of any outstanding preferred stock.

In the event of our liquidation or dissolution, holders of our common stock are entitled to share ratably in all assets remaining after payment of all debts and other liabilities, subject to the prior rights of any outstanding preferred stock. Holders of our common stock have no preemptive, subscription, redemption or conversion rights. The shares to be issued by us in this offering will be, when issued and paid for, validly issued, fully paid and nonassessable.

In March 2007, we entered into a $15.0 million loan and security agreement with Hercules Technology Growth Capital, Inc., or Hercules, and borrowed $10.0 million under this agreement. In connection with this agreement, we entered into a warrant agreement with Hercules, under which Hercules has the right to purchase the number of shares of our common stock determined by dividing 4.25% of the advances made under the loan agreement by the applicable exercise price. With respect to the initial advance of $10.0 million under the loan agreement, the exercise price per share shall be equal to the lower of $3.58 or 85% of the initial public offering price of our common stock. With respect to subsequent advances made after our initial public offering, the exercise price shall be equal to the volume weighted average price of our common stock for a period of seven trading days before the date of such advance.

Our warrant agreement with Hercules shall be exercisable for a period ending on the earlier of (i) a merger or sale of Aegerion in which the consideration consists entirely of cash and/or freely tradeable securities or (ii) March 20, 2012. The warrant agreement includes a customary net issuance feature and, if outstanding at March 20, 2012, will be automatically exercised to the extent such warrant is then in-the-money.

Upon completion of this offering, our board of directors will be authorized, without action by the stockholders, to designate and issue up to 5,000,000 shares of preferred stock in one or more series. Our board of directors can fix the rights, preferences and privileges of the shares of each series and any of its qualifications, limitations or restrictions. Our board of directors may authorize the issuance of preferred stock with voting or conversion rights that could adversely affect the voting power or other rights of the holders of common stock. The issuance of preferred stock, while providing flexibility in connection with possible future financings and acquisitions and other corporate purposes could, under certain circumstances, have the effect of delaying, deferring or preventing a change in control and could harm the market price of our common stock.

Our board of directors will make any determination to issue such shares based on its judgment as to our best interests and the best interests of our stockholders. We have no current plans to issue any shares of preferred stock.

Holders of shares of our common stock, after giving effect to the conversion of the outstanding Series A redeemable convertible preferred stock and accumulated dividends thereon into common stock upon completion of this offering, have rights, under the terms of an investor rights agreement between us and these holders, to require us to file registration statements under the Securities Act or request that their shares be covered by a registration statement that we are otherwise filing. We refer to these shares as registrable securities.

Demand Registration Rights. At any time after the earlier of (i) six months following the completion of this offering or (ii) December 15, 2008, subject to certain exceptions, the holders of a majority of the then outstanding registrable securities described above have the right to demand that we file a registration statement covering the offering and sale of their registrable securities. We are not obligated to file a registration statement on more than one occasion upon the request of the holders of a majority of the then outstanding registrable securities.

Form S-3 Registration Rights. If we are eligible to file a registration statement on Form S-3, the holders of the registrable securities described above have the right, on one or more occasions, to request registration on Form S-3 of the sale of the registrable securities held by such holder provided such securities are anticipated to have an aggregate sale price (net of underwriting discounts and commissions, if any) in excess of $2,500,000. We have the ability to delay the filing of such registration statement under specified conditions, such as for a period of time following the effective date of a prior registration statement, if our board of directors deems it advisable to delay such filing or if we are in possession of material nonpublic information that would be in our best interests not to disclose. Such postponements cannot exceed 90 days during any twelve month period. We are not obligated to effect more than one registration of registrable securities on Form S-3 in any twelve month period.

Piggyback Registration Rights. The holders of the registrable securities described above have piggyback registration rights. Under these provisions, if we register any securities for public sale, including pursuant to any stockholder initiated demand registration, these holders will have the right to include their shares in the registration statement, subject to customary exceptions. The underwriters of any underwritten offering will have the right to limit the number of shares having registration rights to be included in the registration statement, and piggyback registration rights are also subject to the priority rights of stockholders having demand registration rights in any demand registration.

Expenses of Registration. We will pay all registration expenses, other than underwriting discounts and commissions, related to any demand, Form S-3 or piggyback registration, including reasonable attorney’s fees and disbursements of one counsel for the holders of registrable shares in an amount not to exceed an aggregate of $35,000.

Indemnification. The investor rights agreement contains customary cross-indemnification provisions, under which we are obligated to indemnify the selling stockholders in the event of material misstatements or omissions in the registration statement attributable to us, and they are obligated to indemnify us for material misstatements or omissions attributable to them.

Expiration of Registration Rights. The registration rights granted under the investor rights agreement terminate on the earlier of (i) the fifth anniversary of the completion of this offering and (ii) with respect to any holder of not more than 100,000 registrable securities, when such holder can sell all of such shares under Rule 144 promulgated under the Securities Act without regard to time or volume limitations.

In addition, holders of 4,140,000 shares of our common stock, including Gerald Wisler, our President, Chief Executive Officer and Director, William J. Sasiela, Ph.D., our Chief Medical Officer and Senior Vice President of Clinical, William H. Lewis, our Chief Financial Officer and Senior Vice President of Finance and Administration, and Antonio Gotto, one of our Directors, are entitled to piggyback registration rights any time we propose to register any of our securities for public sale, subject to customary exceptions. The piggyback rights are for registration on the same terms as other holders of securities of the same class included in the offering, subject to underwriter cutbacks. Each of these stockholders has waived these rights in connection with this offering.

Certain Anti-Takeover Provisions of our Certificate of Incorporation and By-Laws

Upon completion of this offering, our certificate of incorporation and by-laws will include a number of provisions that may have the effect of delaying, deferring or preventing another party from acquiring control of us and encouraging persons considering unsolicited tender offers or other unilateral takeover proposals to negotiate with our board of directors rather than pursue non-negotiated takeover attempts. These provisions include the items described below.

Board Composition and Filling Vacancies. In accordance with our certificate of incorporation, our board is divided into three classes serving staggered three-year terms, with one class being elected each year. Our certificate of incorporation also provides that directors may be removed only for cause and then only by the affirmative vote of the holders of 75% or more of the shares then entitled to vote at an election of directors. Furthermore, any vacancy on our board of directors, however occurring, including a vacancy resulting from an increase in the size of our board, may only be filled by the affirmative vote of a majority of our directors then in office even if less than a quorum.

No Written Consent of Stockholders. Our certificate of incorporation provides that all stockholder actions are required to be taken by a vote of the stockholders at an annual or special meeting, and that stockholders may not take any action by written consent in lieu of a meeting. This limit may lengthen the amount of time required to take stockholder actions and would prevent the amendment of our by-laws or removal of directors by our stockholders without holding a meeting of stockholders.

Meetings of Stockholders. Our certificate of incorporation and by-laws provide that only a majority of the members of our board of directors then in office may call special meetings of stockholders and only those matters set forth in the notice of the special meeting may be considered or acted upon at a special meeting of stockholders. Our by-laws limit the business that may be conducted at an annual meeting of stockholders to those matters properly brought before the meeting.

Advance Notice Requirements. Our by-laws establish advance notice procedures with regard to stockholder proposals relating to the nomination of candidates for election as directors or new business to be brought before meetings of our stockholders. These procedures provide that notice of stockholder proposals must be timely given in writing to our corporate secretary prior to the meeting at which the action is to be taken. Generally, to be timely, notice must be received at our principal executive offices not less than 90 days nor more than 120 days prior to the first anniversary date of the annual meeting for the preceding year. The notice must contain certain information specified in the by-laws.

Amendment to Certificate of Incorporation and By-Laws. As required by the Delaware General Corporation Law, any amendment of our certificate of incorporation must first be approved by a majority of our board of directors, and if required by law or our certificate of incorporation, must thereafter be approved by a majority of the

outstanding shares entitled to vote on the amendment and a majority of the outstanding shares of each class entitled to vote thereon as a class, except that the amendment of the provisions relating to stockholder action, board composition, limitation of liability and the amendment of our certificate of incorporation must be approved by not less than 75% of the outstanding shares entitled to vote on the amendment, and not less than 75% of the outstanding shares of each class entitled to vote thereon as a class. Our by-laws may be amended by the affirmative vote of a majority of the directors then in office, subject to any limitations set forth in the by-laws; and may also be amended by the affirmative vote of at least 75% of the outstanding shares entitled to vote on the amendment, or, if our board of directors recommends that the stockholders approve the amendment, by the affirmative vote of the majority of the outstanding shares entitled to vote on the amendment, in each case voting together as a single class.

Undesignated Preferred Stock. Our certificate of incorporation provides for 5,000,000 authorized shares of preferred stock. The existence of authorized but unissued shares of preferred stock may enable our board of directors to render more difficult or to discourage an attempt to obtain control of us by means of a merger, tender offer, proxy contest or otherwise. For example, if in the due exercise of its fiduciary obligations, our board of directors were to determine that a takeover proposal is not in the best interests of our stockholders, our board of directors could cause shares of preferred stock to be issued without stockholder approval in one or more private offerings or other transactions that might dilute the voting or other rights of the proposed acquirer or insurgent stockholder or stockholder group. In this regard, our certificate of incorporation grants our board of directors broad power to establish the rights and preferences of authorized and unissued shares of preferred stock. The issuance of shares of preferred stock could decrease the amount of earnings and assets available for distribution to holders of shares of common stock. The issuance may also adversely affect the rights and powers, including voting rights, of these holders and may have the effect of delaying, deterring or preventing a change in control of us.

Upon completion of this offering, we will be subject to the provisions of Section 203 of the Delaware General Corporation Law. In general, Section 203 prohibits a publicly held Delaware corporation from engaging in a “business combination” with an “interested stockholder” for a three-year period following the time that this stockholder becomes an interested stockholder, unless the business combination is approved in a prescribed manner. A “business combination” includes, among other things, a merger, asset or stock sale or other transaction resulting in a financial benefit to the interested stockholder. An “interested stockholder” is a person who, together with affiliates and associates, owns, or did own within three years prior to the determination of interested stockholder status, 15% or more of the corporation’s voting stock. Under Section 203, a business combination between a corporation and an interested stockholder is prohibited unless it satisfies one of the following conditions:

In general, Section 203 defines an interested stockholder as any entity or person beneficially owing 15% or more of the outstanding voting stock of the corporation and any entity or person affiliated with or controlling or controlled by the entity or person.

We have applied to have our common stock approved for listing on The NASDAQ Global Market under the trading symbol “AEGR.”

Immediately prior to this offering, there was no public market for our common stock. Future sales of substantial amounts of common stock in the public market, or the perception that such sales may occur, could adversely affect the market price of our common stock. Although we intend to apply to have our common stock approved for quotation on The NASDAQ Global Market, we cannot assure you that there will be an active public market for our common stock.

Upon completion of this offering, we will have outstanding an aggregate of shares of common stock, assuming no exercise of the underwriters’ over-allotment option and no exercise of outstanding stock options. Of these shares, the shares sold in this offering will be freely tradable without restriction or further registration under the Securities Act, except for any shares purchased by our “affiliates,” as that term is defined in Rule 144 under the Securities Act, whose sales would be subject to certain limitations and restrictions described below. All remaining shares of common stock held by existing stockholders will be restricted securities as that term is defined in Rule 144 under the Securities Act. Restricted securities may be sold in the public market only if registered or it they qualify for exemption under Rules 144, 144(k) or 701 under the Securities Act, which rules are summarized below, or another exemption.

As a result of the lock-up agreements described below and the provisions of Rule 144, Rule 144(k) and Rule 701 under the Securities Act, the shares of our common stock (excluding the shares sold in this offering) that will be available for sale in the public market are as follows:

We intend to file one or more registration statements on Form S-8 under the Securities Act to register shares of our common stock issued or reserved for issuance under our stock option plans. The first such registration statement is expected to be filed soon after the date of this prospectus and will automatically become effective upon filing with the SEC. Accordingly, shares registered under such registration statement will be available for sale in the open market, unless such shares are subject to vesting restrictions with us or the lock-up restrictions described above.

All of our directors and executive officers and substantially all of the holders of our capital stock have signed a lock-up agreement that prevents them from selling any shares of our common stock or any securities convertible into or exercisable or exchangeable for shares of our common stock for a period of not less than 180 days from the date of this prospectus without the prior written consent of the representatives. This 180-day period may be extended if (i) during the last 17 days of the 180-day period we issue an earnings release or material news or a material event relating to us occurs; or (ii) prior to the expiration of the 180-day period, we announce that we will release earnings results during the 16-day period following the last day of the 180-day period. The period of such extension will be 18 days, beginning on the issuance of the earnings release or the occurrence of the material news or material event. The representatives may in their sole discretion and at any time without notice release some or all of the shares subject to lock-up agreements prior to the expiration of the 180-day period. When determining whether or not to release shares from the lock-up agreements, the representatives will

consider, among other factors, the stockholder’s reasons for requesting the release, the number of shares for which the release is being requested and market conditions at the time. See “Underwriting—Lock-Up Agreements” for a more complete description of the terms of these agreements.

In general, under Rule 144 of the Securities Act, beginning 90 days after the date of this prospectus a person deemed to be our “affiliate,” or a person holding restricted shares who beneficially owns shares that were not acquired from us or any of our “affiliates” within the previous year, is entitled to sell within any three-month period a number of shares that does not exceed the greater of either 1% of the then outstanding shares of our common stock, which will equal approximately shares immediately after this offering, assuming no exercise of the underwriters’ overallotment option and no exercise of outstanding options, or the average weekly trading volume of our common stock on The NASDAQ Global Market during the four calendar weeks preceding the filing with the Securities and Exchange Commission of a notice on Form 144 with respect to such sale. Sales under Rule 144 of the Securities Act are also subject to prescribed requirements relating to the manner of sale, notice and availability of current public information about us.

Under Rule 144(k), a person who is not deemed to have been an affiliate of ours at any time during the three months preceding a sale, and who has beneficially owned the shares proposed to be sold for at least two years, is entitled to sell such shares without having to comply with the manner of sale, public information, volume limitation or notice filing provisions of Rule 144. Therefore, unless otherwise restricted, “144(k) shares” may be sold immediately upon the completion of this offering. Beginning 180 days after the date of this prospectus, shares of our common stock will qualify as “Rule 144(k)” shares.

In general, under Rule 701, any of our employees, directors, officers, consultants or advisors who purchases shares from us in connection with a compensatory stock or option plan or other written agreement before the effective date of this offering is entitled to sell such shares 90 days after the effective date of this offering in reliance on Rule 144, without having to comply with the holding period and notice filing requirements of Rule 144 and, in the case of non-affiliates, without having to comply with the public information, volume limitation or notice filing provisions of Rule 144. The SEC has indicated that Rule 701 will apply to typical stock options granted by an issuer before it becomes subject to the reporting requirements of the Exchange Act, as amended, along with the shares acquired upon exercise of such options, including exercises after the date of this prospectus.

Upon completion of this offering, the holders of at least shares of our common stock have certain rights with respect to the registration of such shares under the Securities Act. See “Description of Capital Stock—Registration Rights.” Upon the effectiveness of a registration statement covering these shares, the shares would become freely tradable.

Lehman Brothers Inc. is acting as the representative of the underwriters and the sole book-running manager of this offering. Under the terms of an underwriting agreement, which will be filed as an exhibit to the registration statement, each of the underwriters named below has severally agreed to purchase from us the respective number of common stock shown opposite its name below:

The underwriting agreement provides that the underwriters’ obligation to purchase shares of common stock depends on the satisfaction of the conditions contained in the underwriting agreement including:

The following table summarizes the underwriting discounts and commissions we will pay to the underwriters. These amounts are shown assuming both no exercise and full exercise of the underwriters’ option to purchase additional shares. The underwriting fee is the difference between the initial price to the public and the amount the underwriters pay to us for the shares.

The representative of the underwriters has advised us that the underwriters propose to offer the shares of common stock directly to the public at the public offering price on the cover of this prospectus and to selected dealers, which may include the underwriters, at such offering price less a selling concession not in excess of $ per share. After the offering, the representative may change the offering price and other selling terms.

The expenses of the offering that are payable by us are estimated to be $ (excluding underwriting discounts and commissions).

We have granted the underwriters an option exercisable for 30 days after the date of this prospectus, to purchase, from time to time, in whole or in part, up to an aggregate of shares at the public offering price less underwriting discounts and commissions. This option may be exercised if the underwriters sell more than shares in connection with this offering. To the extent that this option is exercised, each underwriter will be obligated, subject to certain conditions, to purchase its pro rata portion of these additional shares based on the underwriter’s underwriting commitment in the offering as indicated in the table at the beginning of this Underwriting Section.

We, all of our directors and executive officers, and holders of more than % of our outstanding stock have agreed that, subject to certain exceptions, without the prior written consent of Lehman Brothers Inc., we and they will not directly or indirectly, (1) offer for sale, sell, pledge, or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any shares of common stock (including, without limitation, shares of common stock that may be deemed to be beneficially owned by us or them in accordance with the rules and regulations of the Securities and Exchange Commission and shares of common stock that may be issued upon exercise of any options or warrants) or securities convertible into or exercisable or exchangeable for common stock, (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic consequences of ownership of the common stock, or (3) publicly disclose the intention to do any of the foregoing for a period of 180 days after the date of this prospectus. In addition, during this 180-day period, we have agreed not to file or cause to be filed a registration statement, including any amendments thereto, with respect to the registration of any shares of common stock or securities convertible, exercisable or exchangeable into common stock or any of our other securities, and our directors and executive officers, and holders of more than % of our outstanding stock have agreed not to exercise any rights they may have with respect to registration of common stock or securities convertible, exercisable or exchangeable into common stock or any of our other securities.

The 180-day restricted period described in the preceding paragraph will be extended if:

in which case the restrictions described in the preceding paragraph will continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the announcement of the material news or occurrence of a material event, unless such extension is waived in writing by Lehman Brothers Inc.

The lock-up agreements described above do not prevent a security holder from transferring such securities: (1) in connection with a merger, reorganization or consolidation of Aegerion with or into another entity (including through the purchase of our outstanding capital stock) pursuant to which our stockholders immediately prior to such transaction will own less than 50% of the surviving entity’s voting power after such transaction; (2) by gift, will or intestacy; (3) to any trust for the direct or indirect benefit of the security holder or the immediate family of the security holder; or (4) by distribution to partners, members or shareholders of the security holder; provided, however, that, with respect to clauses (2), (3) and (4) above, it shall be a condition to the transfer that such transfer shall not involve a disposition for value and the transferee execute an agreement stating that the transferee is receiving and holding the securities subject to the provisions of the lock-up agreement executed by the transferring security holder. Furthermore, the lock-up provisions described above do not limit our ability to (a) issue securities pursuant to employee benefit plans, qualified stock option plans or other employee compensation plans existing on the date of this prospectus, (b) issue securities pursuant to currently outstanding options, warrants or rights, or (c) file a registration statement on Form S-8 to register securities issuable under our stock plans.

Lehman Brothers Inc., in its sole discretion, may release the common stock and other securities subject to the lock-up agreements described above in whole or in part at any time with or without notice. When determining whether or not to release common stock and other securities from lock-up agreements, Lehman Brothers Inc. will consider, among other factors, the holder’s reasons for requesting the release, the number of shares of common stock and other securities for which the release is being requested and market conditions at the time.

As described below under “Directed Share Program,” any participants in the Directed Share Program shall be subject to a 180-day lock up with respect to any shares sold to them pursuant to that program. This lock up will have similar restrictions and an identical extension provision as the lock-up agreement described above. Any shares sold in the Directed Share Program to our directors or officers shall be subject to the lock-up agreement described above.

Prior to this offering, there has been no public market for our common stock. The initial public offering price will be negotiated between the representatives and us. In determining the initial public offering price of our common stock, the representatives will consider:

We have agreed to indemnify the underwriters against certain liabilities, including liabilities under the Securities Act and liabilities incurred in connection with the directed share program referred to below, and to contribute to payments that the underwriters may be required to make for these liabilities.

At our request, the underwriters have reserved for sale at the initial public offering price up to 5% of the offering shares offered hereby for officers, directors, employees and certain other persons associated with us. The number of shares available for sale to the general public will be reduced to the extent such persons purchase such reserved shares. Any reserved shares not so purchased will be offered by the underwriters to the general public on the same basis as the other shares offered hereby. Any participants in this program shall be prohibited from selling, pledging or assigning any shares sold to them pursuant to this program for a period of 180 days after the date of this prospectus. This 180-day lock up period shall be extended with respect to our issuance of an earnings release or if a material news or a material event relating to us occurs, in the same manner as described above under “Lock-Up Agreements.”

The representative may engage in stabilizing transactions, short sales and purchases to cover positions created by short sales, and penalty bids or purchases for the purpose of pegging, fixing or maintaining the price of the common stock, in accordance with Regulation M under the Securities Exchange Act of 1934:

These stabilizing transactions, syndicate covering transactions and penalty bids may have the effect of raising or maintaining the market price of our common stock or preventing or retarding a decline in the market price of the common stock. As a result, the price of the common stock may be higher than the price that might otherwise exist in the open market. These transactions may be effected on The NASDAQ Global Market or otherwise and, if commenced, may be discontinued at any time.

Neither we nor any of the underwriters make any representation or prediction as to the direction or magnitude of any effect that the transactions described above may have on the price of the common stock. In addition, neither we nor any of the underwriters make representation that the representative will engage in these stabilizing transactions or that any transaction, once commenced, will not be discontinued without notice.

A prospectus in electronic format may be made available on the Internet sites or through other online services maintained by one or more of the underwriters and/or selling group members participating in this offering, or by their affiliates. In those cases, prospective investors may view offering terms online and, depending upon the particular underwriter or selling group member, prospective investors may be allowed to place orders online. The underwriters may agree with us to allocate a specific number of shares for sale to online brokerage account holders. Any such allocation for online distributions will be made by the representative on the same basis as other allocations.

Other than the prospectus in electronic format, the information on any underwriter’s or selling group member’s web site and any information contained in any other web site maintained by an underwriter or selling group member is not part of the prospectus or the registration statement of which this prospectus forms a part, has not been approved and/or endorsed by us or any underwriter or selling group member in its capacity as underwriter or selling group member and should not be relied upon by investors.

We have applied to list our shares of common stock on The NASDAQ Global Market under the symbol “AEGR.”

The underwriters have informed us that they do not intend to confirm sales to discretionary accounts that exceed 5% of the total number of shares offered by them.

If you purchase shares of common stock offered in this prospectus, you may be required to pay stamp taxes and other charges under the laws and practices of the country of purchase, in addition to the offering price listed on the cover page of this prospectus.

The underwriters may in the future perform investment banking and advisory services for us from time to time for which they may in the future receive customary fees and expenses.

The validity of the shares of common stock we are offering will be passed upon for us by Goodwin Procter LLP, Boston, Massachusetts. Certain legal matters in connection with this offering will be passed upon for the underwriters by Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., Boston, Massachusetts.

Ernst & Young LLP, independent registered public accounting firm, has audited our financial statements for the period February 4, 2005 (inception) to December 31, 2005, the year ended December 31, 2006 and for the period from February 4, 2005 (inception) to December 31, 2006, as set forth in their report. We have included our financial statements in the prospectus and elsewhere in the registration statement in reliance on Ernst & Young LLP’s report, given on their authority as experts in accounting and auditing.

We have filed with the SEC a registration statement on Form S-1 under the Securities Act with respect to the shares of common stock we are offering by this prospectus. This prospectus, which forms a part of the registration statement, does not contain all of the information included in the registration statement. For further information pertaining to us and our common stock, you should refer to the registration statement and to its exhibits. Whenever we make reference in this prospectus to any of our contracts, agreements or other documents, the references are not necessarily complete, and you should refer to the exhibits attached to the registration statement for copies of the actual contract, agreement or other document.

Upon the closing of the offering, we will be subject to the informational requirements of the Exchange Act and will file annual, quarterly and current reports, proxy statements and other information with the SEC. You can read our SEC filings, including the registration statement, over the Internet at the SEC’s website at www.sec.gov. You may also read and copy any document we file with the SEC at its public reference facility at 100 F Street, N.E., Washington, D.C., 20549.

You may also obtain copies of the documents at prescribed rates by writing to the Public Reference Section of the SEC at 100 F Street, N.E., Washington, D.C., 20549. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference facility.

All schedules for which provision is made in the applicable accounting regulation of the Securities and Exchange Commission are not required under the related instructions or are inapplicable and therefore have been omitted.

We have audited the accompanying balance sheets of Aegerion Pharmaceuticals, Inc. (a development stage company) as of December 31, 2005 and 2006, and the related statements of operations, stockholders’ deficiency and cash flows for the period from February 4, 2005 (inception) to December 31, 2005, the year ended December 31, 2006 and for the period from February 4, 2005 (inception) to December 31, 2006. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Aegerion Pharmaceuticals, Inc. at December 31, 2005 and 2006, and the results of its operations and its cash flows for the period from February 4, 2005 (inception) to December 31, 2005, the year ended December 31, 2006 and for the period from February 4, 2005 (inception) to December 31, 2006, in conformity with U.S. generally accepted accounting principles.

As discussed in Note 1 to the financial statements, in 2006 the Company adopted SFAS No. 123(R), “Share Based Payments” applying the prospective method at the beginning of fiscal 2006.

Aegerion Pharmaceuticals, Inc. (the “Company” or “Aegerion”) was incorporated on February 4, 2005 in Delaware. During 2006, the Company opened its headquarters in Bridgewater, New Jersey. Aegerion is focused on building a diversified portfolio of pharmaceutical products and technologies to address the cardiovascular / metabolic disease market. The Company’s activities since inception have consisted principally of acquiring product and technology rights, raising capital, establishing facilities and performing research and development. Accordingly, the Company is considered to be in the development stage as defined by Statement of Financial Accounting Standards No. 7, Accounting and Reporting by Development Stage Enterprises. The Company operates in one business segment.

The Company expects to continue to incur substantial losses over the next several years during its development phase. To fully execute its business plan, the Company will need to complete certain research and development activities and clinical trials. Further, the Company’s product candidates will require regulatory approval prior to commercialization. These activities may span many years and require substantial expenditures to complete and may ultimately be unsuccessful. Any delays in completing these activities could adversely impact the Company. The Company plans to meet its capital requirements primarily through issuances of equity securities, research and development contract revenue, and in the longer term, revenue from product sales.

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

Cash and cash equivalents consist of highly liquid instruments purchased with an original maturity of three months or less.

Property and equipment are stated at cost, less accumulated depreciation. Depreciation is provided over the estimated useful lives of the respective assets, which range from three to five years, using the straight-line method.

Long-lived assets to be held and used are reviewed for impairment when events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Determination of recoverability is based on an estimate of undiscounted future cash flows resulting from the use of the asset and its eventual disposition. In the event that such cash flows are not expected to be sufficient to recover the carrying amount of the assets, the assets are written down to their estimated fair values. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value less cost to sell.

The carrying values of the Company’s financial instruments, which include cash and cash equivalents, accounts payable and accrued expenses, approximates their fair values.

Research and development costs are expensed as incurred. Research and development costs consist of salaries, employee benefits, laboratory supplies, consulting services, clinical services and facility costs. The company has $100,000 of prepaid research and development costs related to refundable payments to a contract research organization for future services as of December 31, 2006.

The Company’s financial instruments that are exposed to credit risks consist primarily of cash and cash equivalents. The Company maintains its cash and cash equivalents in bank accounts, which, at times, exceed federally insured limits. The Company has not experienced any losses in such accounts. The Company believes it is not exposed to significant credit risk related to cash and cash equivalents.

The carrying value of redeemable preferred stock is increased by periodic accretions so that the carrying amount will equal the redemption amount at the earliest redemption date. These increases have been charged to additional paid-in-capital until that balance was reduced to $0, and has subsequently been charged to deficit accumulated during the development stage.

The Company accounts for income taxes under the asset and liability method. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates that will be in effect when the differences are expected to reverse. A valuation allowance is provided when it is more likely than not that some portion or all of a deferred tax asset will not be realized.

The Company computes net loss per share in accordance with Statement of Financial Accounting Standards No. 128, Earnings per Share (“SFAS 128”). Under the provisions of SFAS 128, basic net loss attributable to common stockholders per share (“Basic EPS”) is computed by dividing net loss by the weighted-average number of common shares outstanding (excluding unvested founders’ shares subject to repurchase). Diluted net loss attributable to common stockholders (“Diluted EPS”) is computed by dividing net loss by the weighted-average number of common shares and dilutive common shares equivalents then outstanding. Common equivalent shares consist of the incremental common shares issuable upon the conversion of preferred stock, shares issuable upon the exercise of stock options, and unvested founders’ shares subject to repurchase. Diluted EPS is identical to Basic EPS since common equivalent shares are excluded from the calculation, as their effect is anti-dilutive. The following table summarizes the Company’s calculation of net loss per common share:

The following table shows dilutive common share equivalents outstanding, which are not included in the above historical calculation, as the effect of their inclusion is anti-dilutive during each period.

The unaudited pro forma balance sheet as of December 31, 2006 reflects the automatic conversion of all outstanding shares of the Company’s convertible preferred stock and accrued dividends into an aggregate of shares of common stock upon completion of the Company’s initial public offering assuming the closing of this offering occurs on .

The unaudited pro forma net loss per share is computed using the weighted average number of common shares outstanding, including the pro forma effects of the automatic conversion of all outstanding convertible preferred stock and accumulated dividends into shares of the Company’s common stock effective upon the assumed closing of the Company’s proposed initial public offering, as if such conversion had occurred at January 1, 2006.

Effective January 1, 2006, the Company adopted the provisions of Statement of Financial Accounting Standards No. 123(R), Share-Based Payment (“SFAS No. 123(R)”) using the modified prospective method. SFAS No. 123(R) supersedes Accounting Principles Board Opinion No. 25, Accounting for Stock issued to Employees (“APB Opinion No. 25”), and its related interpretations, and revises guidance in Statement of Financial Accounting Standards No. 123, Accounting for Stock-Based Compensation (“SFAS No. 123”). The Company commenced the new method of valuing stock-based compensation as prescribed by SFAS 123(R) on all stock-based awards granted after the effective date. Compensation costs related to all equity instruments granted after January 1, 2006 is recognized at the grant-date fair value of the awards in accordance with the provisions of SFAS No. 123(R). Additionally, under the provisions of SFAS No. 123(R), the Company is required to include an estimate of the number of awards that will be forfeited in calculating compensation costs, which is recognized over the requisite service period of the awards on a straight-line basis. For the year ended December 31, 2006, the Company recorded stock based compensation expense related to SFAS 123(R) of $522,349 ($95,331 recorded in research and development expense and $427,018 recorded in general and administrative expenses).

Equity instruments issued to non-employees are recorded at their fair value as determined in accordance with SFAS No. 123 and Emerging Issues Task Force Issue No. 96-18, Accounting for Equity Instruments That are Issued to Other Than Employees for Acquiring, or in Conjunction with Selling Goods and Services, and are periodically revalued as the equity instruments vest and are recognized as expense over the related service period.

In July 2006, FASB issued Interpretation (“FIN”) No. 48, Accounting for Uncertainty in Income Taxes—an interpretation of FASB Statement No. 109 (“FIN 48”). FIN 48 clarifies the recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FIN 48 also provides guidance on recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. FIN 48 is effective for fiscal years beginning after December 15, 2006. The Company will adopt this interpretation as required. The Company is currently evaluating the requirements of FIN 48; however, it does not believe that its adoption will have a material effect on its financial statements

In September 2006, the FASB issued FASB Statement No. 157, Fair Value Measurements (“SFAS 157”), which defines fair value, establishes a framework for measuring fair value under generally accepted accounting principles, and expands disclosures about fair value measurements. SFAS 157 applies to other accounting pronouncements that require or permit fair value measurements. The new guidance is effective for financial statements issued for fiscal years beginning after November 15, 2007, and for interim periods within those fiscal years. The Company is currently evaluating the requirements of SFAS 157; however, it does not believe that its adoption will have a material effect on its financial statements.

In September 2006, the staff of the Securities and Exchange Commission issued Staff Accounting Bulletin No. 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements (“SAB 108”). SAB 108 provides guidance on the consideration of the effects of prior year misstatements in quantifying current year misstatements for the purpose of determining whether the current year’s financial statements are materially misstated. SAB 108 is effective for the Company’s fiscal year beginning January 1, 2007; however, the Company does not believe that its adoption will have an effect on its financial statements.

Depreciation and amortization expense was $745, $6,672 and $7,417 for the period from February 4, 2005 (inception) to December 31, 2005, for the year ended December 31, 2006 and for the period from February 4, 2005 (inception) to December 31, 2006, respectively.

The Company leased certain office facilities and office equipment under operating leases during the year ended December 31, 2006. The future minimum payments for all noncancelable operating leases as of December 31, 2006 are as follows:

Rent expense under operating leases was approximately $0, $72,191 and $72,191 for the period from February 4, 2005 (inception) to December 31, 2005, for the year ended December 31, 2006 and for the period from February 5, 2005 (inception) to December 31, 2006, respectively.

Under the Company’s license agreements, the Company could be required to pay up to a total of $12.2 million in payments for milestones such as the initiation of clinical trials and the granting of patents. From inception through December 31, 2006, the company had paid $891,250 in milestone payments for the execution of agreements, patent approvals and the initiation of U.S. clinical trials. Milestone payments will also be due upon the first administration to a subject using licensed technology in a phase III clinical trial and FDA approvals in addition to sales milestones and royalties payable on commercial sales if any occur.

In May 2006, we entered into a license agreement with The Trustees of the University of Pennsylvania (“UPenn”), pursuant to which we obtained an exclusive, worldwide license from UPenn to certain know-how and a range of patent rights applicable to our lead compound, AEGR-733. In particular, we obtained a license to certain patent rights owned by UPenn relating to the dosing of micrososmal triglyceride transfer proteins (MTP-Is, including AEGR-733 and AEGR-427), and certain patent rights and know-how covering AEGR-733 that were assigned to UPenn by Bristol-Myers Squibb Company (“BMS”), in the field of monotherapy or in combination with other dyslipidemic therapies for treatment of patients.

To the extent that rights under the assigned patent rights were not licensed to us under our license agreement with UPenn, those rights were licensed by UPenn back to BMS on an exclusive basis pursuant to a technology donation agreement between UPenn and BMS. In the technology donation agreement, BMS agreed not to develop or commercialize any compound (including AEGR-733) covered by the assigned patent rights in the field licensed to us exclusively by UPenn. Through our license with UPenn, as provided in the technology donation agreement, we have the exclusive right with respect to the assigned patent rights regarding their enforcement and prosecution in the field licensed exclusively to us by UPenn.

The license from UPenn covers, among other things, the development and commercialization of AEGR-733 alone or in combination with other active ingredients. The license is subject to customary non-commercial rights retained by UPenn for non-commercial educational and research purposes. We may grant sublicenses under the license, subject to certain limitations. Pursuant to this license agreement, UPenn granted to us first option rights to exclusively license certain improvements to the licensed patent rights developed during the three years after the execution of this license agreement under the direction of Daniel Rader, M.D. at UPenn, and any invention arising from the use of the supply of AEGR-733 provided by us to UPenn (to the extent we do not already own any such invention pursuant to any other agreement with UPenn).

We are obligated under this license agreement to use commercially reasonable efforts to develop, commercialize, market and sell at least one product covered by the licensed patent rights, such as AEGR-733. Pursuant to this license agreement, we paid UPenn a one-time license initiation fee of $56,250, which is included in R&D expense in 2005. We will be required to make development milestone payments to UPenn of up to an aggregate of $150,000 when a licensed product’s indication is limited to homozygous familial hypercholesterolemia or severe refractory hypercholesterolemia, and an aggregate of $2,550,000 for all other indications within the licensed field (all such development milestone payments for these other indications are payable only once, no matter how many licensed products for these other indications are developed), make specified royalty payments on net sales of products covered by the license (subject to a variety of customary reductions, such as royalty stacking), and share with UPenn specified percentages of sublicensing royalties and other consideration that we receive under any sublicenses that we may grant.

In May 2006, we entered into a license agreement with Bayer Healthcare AG (“Bayer”), pursuant to which we obtained an exclusive, worldwide license from Bayer under the patent rights and know-how owned or controlled by Bayer applicable to AEGR-427. This license covers the development and commercialization of AEGR-427 alone or in combination with other active ingredients. We may grant sublicenses under the license, subject to certain limitations. Pursuant to this license agreement, we granted Bayer a first right of negotiation in the event Aegerion desires to commercialize any licensed products through or with a third party, which expires after 90 days if the parties are unable to come to an agreement. This first right of negotiation applies only to the specific products and in the specific countries potentially subject to third party commercialization.

We are obligated under this license agreement to use commercially reasonable efforts to develop and commercialize, at our cost, at least one licensed product, such as AEGR-427. Pursuant to this license agreement,

we paid Bayer a one-time initial license fee of $750,000 which is included in R&D expense in 2006. We will be required to make certain development milestone payments of up to an aggregate of $4,525,000 upon the achievement of certain development milestones (each development milestone payment is payable only once, no matter how many licensed products are developed), annual payments for 2007 through 2011, which become non-refundable when paid, totaling $1,000,000 in the aggregate, with each annual payment creditable in full against any development milestones that are or become payable, a one-time commercialization milestone payment of $5,000,000 if we achieve aggregate net sales of licensed products of $250,000,000 (payable only once, no matter how many licensed products are commercialized), and specified royalty payments on net sales of licensed products (subject to a variety of reductions).

This license agreement will remain in effect, and royalties will be payable on sales of licensed products, on a country-by-country and product-by-product basis until the later of the expiration of the last-to-expire licensed patent right in the applicable country or 10 years after the first commercial sale of a licensed product in that country. This license agreement may be terminated by either party for the other party’s uncured material breach of this license agreement, except that Bayer may only terminate the license agreement for our material breach on a country-by-country or product-by-product basis if our breach is reasonably specific to one or more countries or licensed products, or if the other party becomes the subject of a specified bankruptcy or liquidation event. We have the right to terminate the license agreement for convenience upon 60 days prior written notice to Bayer.

In August 2005, the Company entered into several loan agreements with various financial institutions and individuals (“Holders”), whereby the Holders agreed to loan the Company an aggregate principal amount of $749,000 (“Bridge Loan”) that upon closing would be converted into Series A preferred stock at the price at which the Series A preferred stock was sold adjusted for a conversion factor. The interest on these loans was 9.0% per annum and was payable on February 24, 2006 if the notes were held and not converted on such date. As required by the terms of the loans, principal and interest (of $20,869) were converted into 517,408 shares of Series A preferred stock in December 2005 and no cash interest was paid to the Holders in accordance with the loan agreements. In connection with the issuance of the Bridge Loan, the Company issued 44,490 shares of common stock to the Holders at a fair value of $.62 per share. The corresponding value of $27,538 was recorded as non-cash interest with a corresponding credit to additional paid-in-capital.

Additionally, in accordance with EITF 98-5 and 00-27, as the Notes were contingently convertible upon issuance, due to the fact that neither the price per share nor the quantity of shares were known, no accounting was required at issuance. Upon conversion in December 2005, both the price and quantity of the shares were known, and a beneficial conversion feature of $187,250 representing the difference between the conversion price and the fair value of the preferred shares multiplied by the number of shares was recorded as non cash interest expense and a increase in the preferred shares.

At December 31, 2005 and 2006, the Company is authorized to issue 22,000,000 shares of common stock.

Dividends on common stock will be paid when, and if, declared by the Board of Directors. Each holder of common stock is entitled to vote on all matters and is entitled to one vote for each share held. The Company will, at all times, reserve and keep available, out of its authorized but unissued shares of common stock, sufficient shares to affect the conversion of the shares of the convertible preferred stock and stock options. As of December 31, 2006 the Company has reserved 14,427,791 shares of common stock for future issuance related to the conversion of the Series A preferred stock and exercise of the Company’s outstanding stock options. Common shares issued to the founders of the Company vest over a four-year period. Unvested shares are subject to repurchase by the Company at the original issuance price. As of December 31, 2006, there were 2,366,233 shares subject to repurchase at an aggregate price of $2,366.

The Company is authorized to issue 13,000,000 shares of preferred stock. In December 2005, the Company issued 12,211,604 shares of Series A cumulative redeemable convertible preferred stock (“Series A”). Such stock is subject to the following rights and privileges:

Series A stockholders are entitled to the number of votes equal to the number of shares of common stock into which each share of preferred stock is convertible.

The holders of Series A are entitled to receive annual dividends at a rate of 7% of the original purchase price in advance of any distributions to common shareholders. Dividends are payable when, if and as, declared by the Board of Directors and are cumulative. No dividends have been declared through December 31, 2006. The company has accrued, in accordance with its redemption value, $74,162 and $1,652,025 during 2005 and 2006, respectively.

Series A stockholders are entitled, at any time, to cause their shares to be converted into fully paid and nonassessable shares of common stock plus all dividends accrued or declared but unpaid, up to and including the date of conversion. Each share of our Series A convertible preferred stock is convertible into a number of shares of our common stock determined by dividing (1) the Series A per share purchase price of $1.8599 plus an accumulated dividend of 7% per year (which is calculated on a daily basis and compounded annually) by (2) a conversion price equal to $1.8599 per share. The antidilution rights go into effect if stock is sold at a price less than what was paid by the Series A stockholders. Additionally, the preferred stock will convert automatically (i) upon the affirmative election of the holders of at least a majority of the outstanding shares of preferred stock, or (ii) immediately upon the closing of a public offering pursuant to an effective registration statement under the Securities Act of 1933 covering the offer and sale of common stock, which results in aggregate net proceeds to the Company of at least $40,000,000 and a per share price of at least $7.44 (appropriately adjusted for any stock dividend, stock split or recapitalization) (a “Qualified Public Offering”).

Upon the written request of the holders of at least a majority of the shares of Series A, including at least two of the three following holders: Advent Healthcare and Life Sciences III Limited Partnership and affiliated entities, Index Ventures Management S.A. and affiliated entities or Alta BioPharma HLS III Limited Partnership and affiliated entities, voting as a separate class, at any time after December 15, 2010, but prior to a “Qualified

Public Offering”, the Company shall redeem on the date that is sixty (60) days following the date of such written request and on each of the first and second anniversaries of such date thirty-three and one-third percent (33¹/3%) of the then outstanding shares of Series A held by such requesting holders and any other holders of Series A who wish to be redeemed concurrently with such requesting holders, at a redemption price equal to the original purchase price of the Series A per share of such Series A (which amount shall be subject to equitable adjustment whenever there shall have occurred a stock split, stock combination, stock dividend or other similar event with respect to the Series A), plus an amount equal to any accrued or declared but unpaid dividends.

In the event of any liquidation, dissolution or winding up of the Company, including a change of control, either voluntary or involuntary, the holders of Series A are entitled to receive, in preference to common stock, an amount equal to the purchase price per share, plus all accrued or declared but unpaid dividends (appropriately adjusted for any stock dividend, stock split or recapitalization). After payment of these preferential amounts, the remaining assets of the Company shall be distributed among the holders of common and preferred stock (assuming conversion of preferred stock).

In May 2006, the Company’s Board of Directors and shareholders approved the Company’s 2006 Stock Option and Grant Plan (the “2006 Plan”). The 2006 Plan provides for the granting of options to purchase common stock in the Company to employees and consultants at a price not less than the estimated fair value at the date of grant, or 110% of the estimated fair value at the date of grant if the optionee is a 10% owner of the Company. Under the provisions of the 2006 Plan, no option will have a term in excess of ten years.

The 2006 Plan is intended to encourage ownership of stock by employees and consultants of the Company and to provide additional incentives for them to promote the success of the Company’s business. The Board of Directors is responsible for determining the individuals to receive option grants, the number of options each individual will receive, the option price per share and the exercise period of each option. Options granted pursuant to the 2006 Plan generally vest over four years and have been granted at the estimated fair value of the Company’s common stock, as determined by the Board of Directors, as of each grant date. The 2006 Plan allows the option holders to exercise their options early, which are then subject to repurchase by the Company at the original exercise price of such options. No early exercise of options occurred through December 31, 2006.

For all equity compensation arrangements awarded between August 2005 and May 2006, the Company has retrospectively established $0.6119 as the fair market value, for accounting purposes, of its common stock. In December 2005, the Company completed its Series A redeemable convertible preferred stock financing, in connection with which the preferred stock conversion value was initially fixed at $1.8599, but subject to adjustment downward to $0.6119 in the event the Company did not complete its license agreements with UPenn and Bayer prior to June 15, 2006. The Company completed these license agreements in May 2006, at which time this adjustment mechanism terminated.

In connection with the preparation of the financial statements, the Company retrospectively reassessed the estimated fair value of our Company stock in light of the American Institute of Certified Public Accountants, or AICPA, Practice Aid for Valuations of Privately-Held Company Equity Securities Issued as Compensation, which we refer to as the Practice Aid. In conducting this reassessment, we took into consideration the market and income approaches to valuation as set forth in the Practice Aid. In determining the reassessed fair value of our common stock, we established as the fair market value, for accounting purposes, of our common stock.

During the year ended December 31, 2006, the Company recorded stock based compensation expense related to FAS 123(R) of $274,122 Of this amount, $87,332 was recorded in research and development expense and $186,790 was recorded in general and administrative expenses. No related tax benefits of the share-based compensation costs have been recognized since the Company’s inception.

Upon adoption of SFAS 123(R), the Company selected the Black-Scholes option pricing model as the most appropriate model for determining the estimated fair value for stock-based awards. The fair value of stock option awards subsequent to January 1, 2006 is amortized on a straight-line basis over the requisite service period of the awards, which is generally the vesting period. Expected volatility was calculated based on reported data for selected reasonably similar (or “guideline”) publicly traded companies for which historical information was available. The Company will continue to use the guideline peer group volatility information until historical volatility of the Company is relevant to measure expected volatility for future option grants. The assumed dividend yield was based on the Company’s expectation of not paying dividends in the foreseeable future. The average expected life was determined according to the “SEC shortcut approach” as described in SAB 107, Disclosure about Fair Value of Financial Instruments, which is the mid-point between the vesting date and the end of the contractual term. The risk-free interest rate is determined by reference to implied yields available from the 3-year and 5-year U.S. Treasury securities with a remaining term equal to the expected life assumed at the date of grant. Forfeitures are estimated based on the Company’s historical analysis of actual stock option forfeitures. The weighted average grant-date fair values of stock options granted during the year ended December 31, 2006 was $3.41 per share. The assumptions used in the Black-Scholes option-pricing model are:

At December 31, 2006, total unrecognized share-based compensation costs related to non-vested stock options granted to employees during the year ended December 31, 2006 was $1,477,734 which related to 490,000 shares. This unrecognized cost is expected to be recognized over a weighted-average period of approximately 3.6 years. There was no unrecognized share-based compensation related to non-vested stock option awards granted to employees prior to January 1, 2006. At December 31, 2006, the Company had 1,065,060 shares available for grant under this plan.

The total intrinsic value for options granted during 2006 outstanding at December 31, 2006, representing the difference between the estimated fair value of the Company’s common stock and exercise price at date of grant was $1,606,700.

The following table summarizes information about stock options outstanding at December 31, 2006:

In 2005, the Company recorded employee stock compensation expense of $6,957 related to restricted stock granted to an employee in December 2005. There were no options granted to employees in 2005. The Company accounts for equity issued to non-employees under SFAS No. 123 and EITF Issue No. 96-18, Accounting for Equity Instruments That Are Issued to Other Than Employees for Acquiring, or in Conjunction with Selling, Goods or Services. As such, the value of such options is periodically re-measured and income or expense is recognized during their vesting terms. The Company recorded compensation expense of approximately $139,471, $257,227 and $396,698 for the period from February 4, 2005 to December 31, 2005, the year ended December 31, 2006 and the period from February 4, 2005 (inception) to December 31, 2006, respectively.

The Company maintains a defined contribution 401(k) plan (the “Plan”) available to employees. Employee contributions are voluntary and are determined on an individual basis, limited by the maximum amounts allowable under federal tax regulations. As of December 31, 2006, the company has not elected to match any of the employee’s contributions to the Plan.

As of December 31, 2005 and 2006, the Company had deferred tax assets of $563,000 and $3,077,000, respectively. Realization of the deferred tax assets is dependent upon the Company generating future taxable income, if any, the amount and timing of which are uncertain. Accordingly, the deferred tax assets have been fully offset by a valuation allowance at December 31, 2005 and 2006. The net valuation allowance increased by approximately $563,000 and $2,514,000 for the period from February 4, 2005 (inception) to December 31, 2005, and for the year ended December 31, 2006.

Deferred income taxes reflect the net effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The Company’s deferred tax assets relate primarily to net operating loss carryforwards. Significant components of the Company’s deferred tax assets are as follows:

A reconciliation of the statutory tax rates and the effective tax rates for the period from February 5, 2005 (inception) to December 31, 2005, and for the year ended December 31, 2006, is as follows:

As of December 31, 2006, the Company had federal net operating loss carryforwards of $5,959,000. The Company also had federal research and development tax credit carryforwards of $18,000. The federal net operating loss and tax credit carryforwards will expire at various dates beginning in 2025, if not utilized.

Utilization of the net operating loss carryforwards and credits may be subject to a substantial annual limitation due to the ownership change limitations provided by the Internal Revenue Code of 1986, as amended and similar state provisions. The Company has not performed a detailed analysis to determine whether an ownership change under Section 382 of the Internal Revenue Code has occurred. The effect of an ownership change would be the imposition of an annual limitation on the use of net operating loss carryforwards attributable to periods before the change.

Diluted EPS is identical to Basic EPS since common equivalent shares are excluded from the calculation, as their effect is anti-dilutive.

In July 2005, the Company entered into a consulting agreement with Scheer and Company to provide general corporate advice and consulting. In August 2006, the company entered into a revised agreement with Scheer and Company. The Company expensed approximately $85,235 and $90,311 in 2005 and 2006 related to this agreement.

In April 2006, the Company entered into a consulting agreement with Antonio M. Gotto, Jr., M.D., D.Phil for non specific consulting activities on behalf of the company. The Company expensed approximately $26,000 in 2006 related to this agreement.

On March 20 2007, the Company entered into a $15.0 million loan and security agreement with Hercules Technology Growth Capital, or Hercules, and borrowed $10.0 million under this agreement. Principal amount outstanding under this loan agreement bears interest at the prime lending rate, as published by the Wall Street Journal, plus 2.5% per annum, and matures on August 19, 2010 or, following the closing of an initial public offering, November 30, 2010. In connection with this loan agreement, the Company granted Hercules a first priority security interest on all of the Company’s assets, except for intellectual property.

In connection with this loan agreement, the Company entered into a warrant agreement with Hercules, under which Hercules has the right to purchase the number of shares of the Company’s common stock determined by dividing 4.25% of the advances made under the loan agreement by the applicable exercise price. With respect to the initial advance of $10.0 million under the loan agreement, the exercise price per share shall be equal to the lower of $3.58 or 85% of the initial public offering price of the Company’s common stock. With respect to subsequent advances made after the Company’s initial public offering, the exercise price shall be equal to the volume weighted average price of the Company’s common stock for a period of seven trading days before the date of such advance. The warrant agreement also includes a customary net issuance feature.

The following table sets forth the costs and expenses, other than the underwriting discount, payable by us in connection with the sale of common stock being registered. All amounts are estimated except the SEC registration fee and the NASD filing fee.

Section 145(a) of the Delaware General Corporation Law provides, in general, that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation), because he or she is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding, if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful.

Section 145(b) of the Delaware General Corporation Law provides, in general, that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor because the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees) actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification shall be made with respect to any claim, issue or matter as to which he or she shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or other adjudicating court determines that, despite the adjudication of liability but in view of all of the circumstances of the case, he or she is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or other adjudicating court shall deem proper.

Section 145(g) of the Delaware General Corporation Law provides, in general, that a corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such

person and incurred by such person in any such capacity, or arising out of his or her status as such, whether or not the corporation would have the power to indemnify the person against such liability under Section 145 of the Delaware General Corporation Law.

Article VII of our Amended and Restated Certificate of Incorporation to be effective upon completion of this offering (the “Charter”), provides that no director of our company shall be personally liable to us or our stockholders for monetary damages for any breach of fiduciary duty as a director, except for liability (1) for any breach of the director’s duty of loyalty to us or our stockholders, (2) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (3) in respect of unlawful dividend payments or stock redemptions or repurchases, or (4) for any transaction from which the director derived an improper personal benefit. In addition, our Charter provides that if the Delaware General Corporation Law is amended to authorize the further elimination or limitation of the liability of directors, then the liability of a director of our company shall be eliminated or limited to the fullest extent permitted by the Delaware General Corporation Law, as so amended.

Article VII of the Charter further provides that any repeal or modification of such article by our stockholders or an amendment to the Delaware General Corporation Law will not adversely affect any right or protection existing at the time of such repeal or modification with respect to any acts or omissions occurring before such repeal or modification of a director serving at the time of such repeal or modification.

Article V of our Amended and Restated By-Laws, to be effective upon completion of this offering (the “By-Laws”), provides that we will indemnify each of our directors and officers and, in the discretion of our board of directors, certain employees, to the fullest extent permitted by the Delaware General Corporation Law as the same may be amended (except that in the case of an amendment, only to the extent that the amendment permits us to provide broader indemnification rights than the Delaware General Corporation Law permitted us to provide prior to such the amendment) against any and all expenses, judgments, penalties, fines and amounts reasonably paid in settlement that are incurred by the director, officer or such employee or on the director’s, officer’s or employee’s behalf in connection with any threatened, pending or completed proceeding or any claim, issue or matter therein, to which he or she is or is threatened to be made a party because he or she is or was serving as a director, officer or employee of our company, or at our request as a director, partner, trustee, officer, employee or agent of another corporation, partnership, limited liability company, joint venture, trust, employee benefit plan, foundation, association, organization or other legal entity, if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of our company and, with respect to any criminal proceeding, had no reasonable cause to believe his or her conduct was unlawful. Article V of the By-Laws further provides for the advancement of expenses to each of our directors and, in the discretion of our board of directors, to certain officers and employees.

In addition, Article V of the By-Laws provides that the right of each of our directors and officers to indemnification and advancement of expenses shall be a contract right and shall not be exclusive of any other right now possessed or hereafter acquired under any statute, provision of the Charter or By-Laws, agreement, vote of stockholders or otherwise. Furthermore, Article V of the By-Laws authorizes us to provide insurance for our directors, officers and employees, against any liability, whether or not we would have the power to indemnify such person against such liability under the Delaware General Corporation Law or the provisions of Article V of the By-Laws.

We have entered into indemnification agreements with each of our directors and executive officers. These agreements provide that we will indemnify each of our directors and executive officers, and such entities to the fullest extent permitted by law.

We also maintain a general liability insurance policy which covers certain liabilities of directors and officers of our company arising out of claims based on acts or omissions in their capacities as directors or officers.

In any underwriting agreement we enter into in connection with the sale of common stock being registered hereby, the underwriters will agree to indemnify, under certain conditions, us, our directors, our officers and persons who control us within the meaning of the Securities Act, against certain liabilities.

Since our inception, we have sold and issued the following unregistered securities:

On February 4, 2005, we issued 2,300,000 shares of our common stock to an entity controlled by our current Chairman in consideration of consulting services.

On April 6, 2005, we issued 2,300,000 shares of our common stock to a current executive officer for an aggregate purchase price of $2,300.

On April 29, 2005, we issued 700,000 shares of our common stock to a current executive officer for an aggregate purchase price of $700.

On April 29, 2005, we issued 200,000 shares of our common stock to one investor for an aggregate purchase price of $200.

On August 24, 2005, we issued an aggregate of 44,940 shares of our common stock to nine investors in connection with the sale to those investors of convertible promissory notes for an aggregate purchase price of $749,000. No additional consideration was paid for the common stock.

On December 1, 2005, we issued 500,000 shares of our common stock to a current executive officer for an aggregate purchase price of $500.

On December 1, 2005, we issued 25,000 shares of our common stock to a consultant in consideration of consulting services rendered to us.

On December 15, 2005, we issued an aggregate of 12,211,604 shares of our Series A convertible preferred stock to 21 investors for an aggregate purchase price of $22,499,035.14. Of these shares, 517,408 shares were issued to nine investors upon conversion of convertible promissory notes at a conversion price per share of $1.4879, and the remaining 11,694,196 shares were sold to 21 investors at a price per share of $1.8599.

On April 4, 2006, we issued 50,000 shares of our common stock to a current director in consideration of $50.

On April 25, 2006, we issued 390,000 shares of our common stock to a current member of our Scientific Advisory Board in consideration of $390.

No underwriters were used in the foregoing transactions. The sales of securities described above were deemed to be exempt from registration pursuant to Section 4(2) of the Securities Act as transactions by an issuer not involving a public offering. All of the purchasers in these transactions represented to us in connection with their purchase that they were acquiring the shares for investment and not distribution, that they could bear the risks of the investment and could hold the securities for an indefinite period of time. Such purchasers received written disclosures that the securities had not been registered under the Securities Act and that any resale must be made pursuant to a registration or an available exemption from such registration. All of the foregoing securities are deemed restricted securities for the purposes of the Securities Act.

Since inception, we have issued under our 2006 Option Plan options to purchase an aggregate of 715,000 shares of our common stock to certain of our director, officers and employees at exercise prices ranging from $0.25 to $3.58 per share. Of these options, none are exercisable.

The issuances of the securities described above were deemed to be exempt from registration pursuant to either Rule 701 promulgated under the Securities Act as transactions pursuant to compensatory benefit plans.

See the Exhibit Index on the page immediately following the signature page for a list of exhibits filed as part of this registration statement on Form S-1, which Exhibit Index is incorporated herein by reference.

The undersigned registrant hereby undertakes to provide to the underwriter at the closing specified in the underwriting agreements, certificates in such denominations and registered in such names as required by the underwriter to permit prompt delivery to each purchaser.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act, and is, therefore, unenforceable. In the event that a claim for indemnification by the registrant against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by the controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

(1) For purposes of determining any liability under the Securities Act, the information omitted from the form of Prospectus filed as part of this Registration Statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4), or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bridgewater, New Jersey, on March 21, 2007.


AEGERION PHARMACEUTICALS, INC.

By:		/S/ GERALD WISLER
		Gerald Wisler President and Chief Executive Officer

We, the undersigned directors and/or officers of Aegerion Pharmaceuticals, Inc. (the “Company”), hereby severally constitute and appoint Gerald Wilser and William H. Lewis, and each of them singly, our true and lawful attorneys, with full power to any of them, and to each of them singly, to sign for us and in our names in the capacities indicated below the registration statement on Form S-1 filed herewith, and any and all pre-effective and post-effective amendments to said registration statement, and any registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, in connection with the registration under the Securities Act of 1933, as amended, of equity securities of the Company, and to file or cause to be filed the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as each of them might or could do in person, and hereby ratifying and confirming all that said attorneys, and each of them, or their substitute or substitutes, shall do or cause to be done by virtue of this Power of Attorney.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on March 21, 2007:


	Per Share	Total
Public Offering Price	$	$
Underwriting Discount	$	$
Proceeds to Aegerion (before expenses)	$	$


LEHMAN BROTHERS

	CIBC WORLD MARKETS

		THOMAS WEISEL PARTNERS LLC

			C.E. UNTERBERG, TOWBIN


		Page
Management		76
Compensation		81
Certain Relationships and Related Person Transactions		94
Principal Stockholders		97
Description of Capital Stock		100
Shares Eligible For Future Sale		105
Underwriting		107
Legal Matters		111
Experts		111
Where You Can Find Additional Information		111
Index to Financial Statements		F-1


	February 4, 2005 (Inception) to December 31, 2005			Year Ended December 31, 2006			February 4, 2005 (Inception) to December 31, 2006
Statement of Operation Data:
Operating expenses:
Research and development	$	141,250		$	3,801,924		$	3,943,174
General and administrative		1,047,193			3,237,577			4,284,770

Total operating expenses		1,188,443			7,039,501			8,227,944

Loss from operations		(1,188,443	)		(7,039,501	)		(8,227,944	)
Interest expense		(235,978	)		—			(235,978	)
Interest income		17,801			871,405			889,206

Net loss		(1,406,620	)		(6,168,096	)		(7,574,716	)
Less: accretion of preferred stock dividends		(74,162	)		(1,652,025	)		(1,726,187	)

Net loss attributable to common stockholders	$	(1,480,782	)	$	(7,820,121	)	$	(9,300,903	)

Basic and diluted net loss attributable to common stockholders per share	$	.61		$	(2.18	)

Weighted average shares outstanding—basic and diluted⁽¹⁾		2,443,195			3,587,529

Pro forma basic and diluted net loss attributable to common stockholders per share⁽²⁾
Pro forma weighted average shares outstanding—basic and diluted⁽²⁾


	As of December 31, 2006
	Actual			Pro Forma	Pro Forma, As Adjusted⁽¹⁾
Cash and cash equivalents	$	16,563,241
Total assets		16,771,090
Long-term debt⁽²⁾		—
Deficit accumulated during the development stage		(8,632,235	)
Total stockholders’ equity (deficiency)		(8,625,925	)


		Page
Prospectus Summary		1
Risk Factors		8
Special Note Regarding Forward-Looking Statements		26
Market and Industry Data		27
Use of Proceeds		28
Dividend Policy		29
Capitalization		30
Dilution		31
Selected Financial Data		33
Management’s Discussion and Analysis of Financial Condition and Results of Operations		34
Business		45


	As of December 31, 2006
	Actual			Pro Forma	Pro Forma As Adjusted⁽¹⁾
Cash and cash equivalents	$	16,563,241

Long-term debt⁽²⁾		—
Series A redeemable convertible preferred stock, $0.001 par value; 13,000,000 shares authorized, 12,211,604 shares issued and outstanding, actual; no shares authorized, issued and outstanding, pro forma and pro forma as adjusted		24,329,112

Stockholders’ equity:
Preferred stock, $0.001 par value; no shares authorized, issued and outstanding, actual and pro forma; 5,000,000 shares authorized and no shares issued and outstanding, pro forma as adjusted		—
Common stock, $0.001 par value, 22,000,000 shares authorized and 6,509,940 shares issued and outstanding, actual; 22,000,000 authorized and shares issued and outstanding, pro forma; 125,000,000 authorized and shares issued and outstanding, pro forma as adjusted		6,510
Additional paid-in capital		—
Subscription receivable		(200	)
Deficit accumulated during the development stage		(8,632,235	)

Total stockholders’ equity (deficiency)		(8,625,925	)

Total capitalization	$	(8,625,925	)


Assumed initial public offering price per share		$
Historical net tangible book value per share as of December 31, 2006	$
Increase per share due to assumed conversion of preferred stock

Pro forma net tangible book value as of December 31, 2006	$
Increase per share attributable to new investors

Pro forma as adjusted net tangible book value per share after this offering

Dilution per share to new investors		$


	Shares Purchased			Total Consideration			Average Price Per Share
	Number	Percent		Amount	Percent		Average Price Per Share
Existing stockholders			%	$		%	$
New investors

Total		100.0	%	$	100.0	%


	As of December 31,
	2005			2006
Balance Sheet Data:
Cash and cash equivalents	$	22,115,427		$	16,563,241
Total assets		22,118,037			16,771,090
Deficit accumulated during the development stage		(1,406,620	)		(8,632,235	)
Total stockholders’ equity (deficiency)		(1,302,268	)		(8,625,925	)


	For the Period February 4, 2005 (Inception) to December 31, 2005		For the Year Ended December 31, 2006
Allocated Costs:
AEGR-733	$	141,250	$	2,283,079
AEGR-427 (implitapide)		0		750,000
Unallocated Costs		0		768,845


Total development	$	141,250	$	3,801,924


Grants Made During the Three Months Ended	Number of Shares	Weighted Average Exercise Price Per Share		Weighted Average Fair Market Value Per Share
December 31, 2006	50,000	$	0.75	$	3.58
September 30, 2006	300,000	$	0.25	$	3.58
June 30, 2006	140,000	$	0.25	$	3.58
March 31, 2006	0		N/A		N/A

Total	490,000


	Payments Due By Period
	Total		Less than 1 Year		1-3 Years		4-5 Years		After 5 Years
Operating lease obligations ⁽¹⁾	$	604,000	$	156,000	$	448,000	$	0	$	0
License obligations ⁽²⁾		1,000,000		100,000		600,000		300,000		0

Total	$	1,604,000	$	256,000	$	1,048,000	$	300,000	$	0



Product Candidate	Phase of Clinical Trial	Protocol	Status
AEGR-733	Phase II	Pharmacokinetics drug interaction: - AEGR-733 10 mg⁽¹⁾ - AEGR-733 60 mg	Complete Initiate 1H 2007
	Phase II	AEGR-733 5-10 mg +/- Zetia (ezetimibe) in patients with hypercholesterolemia⁽¹⁾	Complete
	Phase II	AEGR-733 2.5-10 mg +/- Lipitor (atorvastatin) in patients with moderate hypercholesterolemia	Initiate 1H 2007
	Phase II	Impact of AEGR-733 on hepatic fat in hyperlipidemic patients	Initiate 2H 2007
	Phase II	AEGR-733 in patients with HoFH⁽²⁾	Complete
	Phase III	AEGR-733 in patients with HoFH⁽³⁾	Initiate 2H 2007
AEGR-427 (implitapide)	Phase II	AEGR-427 (implitapide) in patients with primary hypercholesterolemia (MISTRAL)⁽⁴⁾	Complete
	Phase I	Pharmacokinetics drug interaction trial	Initiate 2H 2007
	Phase II	Dose-ranging trial	Initiate 2H 2007


Drugs Evaluated	Number of Subjects	% LDL-C Reduction⁽¹⁾	P-Value⁽²⁾
After four weeks:
Zetia (ezetimibe) 10 mg	25	19.9%	p<0.001
AEGR-733 5 mg	24	18.6%	p<0.001
AEGR-733 5 mg + Zetia (ezetimibe) 10 mg	27	34.5%	p<0.001

After eight weeks:
Zetia (ezetimibe) 10 mg	23	21.9%	p<0.001
AEGR-733 7.5 mg	21	26.4%	p<0.001
AEGR-733 7.5 mg + Zetia (ezetimibe) 10 mg	26	38.0%	p<0.001

After twelve weeks:
Zetia (ezetimibe) 10 mg	23	19.9%	p<0.001
AEGR-733 10 mg	19	29.9%	p<0.001
AEGR-733 10 mg + Zetia (ezetimibe) 10 mg	24	46.2%	p<0.001


Drugs Evaluated	TG⁽¹⁾		HDL-C⁽¹⁾		Weight⁽¹⁾
After four weeks:
Zetia (ezetimibe) 10 mg	2.2	%	3.0	%	(0.2	)%
AEGR-733 5 mg	(0.7	)%	(9.1	)%	(0.4	)%
AEGR-733 5 mg + Zetia (ezetimibe) 10 mg	(1.0	)%	(7.1	)%	(0.9	)%

After eight weeks:
Zetia (ezetimibe) 10 mg	(1.5	)%	2.8	%	(0.7	)%
AEGR-733 7.5 mg	(6.6	)%	(9.2	)%	(0.7	)%
AEGR-733 7.5 mg + Zetia (ezetimibe) 10 mg	(20.0	)%	(8.5	)%	(1.6	)%

After twelve weeks:
Zetia (ezetimibe) 10 mg	(3.1	)%	6.3	%	(0.2	)%
AEGR-733 10 mg	(9.9	)%	(6.2	)%	(1.0	)%
AEGR-733 10 mg + Zetia (ezetimibe) 10 mg	(14.8	)%	(9.2	)%	(1.4	)%


	Total Number of Patients Discontinuing
Drugs Evaluated	Treatment	Hepatic	GI	Muscle	Neuro	Vascular
Zetia (ezetimibe)	4	1	2	1	1	0
AEGR-733	8	6	1	0	0	1
AEGR-733 + Zetia (ezetimibe)	4	3	1	1	0	0


Name	Age	Position
Gerald Wisler	50	President, Chief Executive Officer and Director
William J. Sasiela, Ph.D.	41	Chief Medical Officer, Senior Vice President, Clinical
William H. Lewis	38	Chief Financial Officer and Senior Vice President, Finance and Administration
David I. Scheer	54	Chairman of the Board
Antonio M. Gotto Jr., M.D., D.Phil.	71	Director
Jason Fisherman, M.D.	50	Director
Kevin Johnson, Ph.D.	46	Director
Alison de Bord	34	Director


Name and Principal Position	Year	Salary($)		Bonus($)⁽¹⁾⁽²⁾		Stock Awards($)			Non-Equity Incentive Plan Based Compensation($)⁽¹⁾⁽³⁾		All Other Compensation($)⁽⁴⁾	Total($)
Gerald Wisler President, Chief Executive Officer and Director	2006	$	296,400	$	29,640		—		$	88,920	—	$	414,960

William H. Lewis Chief Financial Officer and Senior Vice President, Finance and Administration	2006	$	234,000	$	23,440		—		$	58,600	—	$	316,040

William J. Sasiela, Ph.D. Chief Medical Officer and Senior Vice President, Clinical	2006	$	225,000	$	25,790	$	77,488	⁽⁵⁾	$	56,250	—	$	384,528


	Payouts Under Non-Equity Incentive Plan Awards
Name	Target ($)		Actual ($)
Gerald Wisler President, Chief Executive Officer and Director	$	88,920	$	88,920	⁽¹⁾
William H. Lewis Chief Financial Officer and Senior Vice President, Finance and Administration	$	58,600	$	58,600	⁽¹⁾
William J. Sasiela, Ph.D. Chief Medical Officer and Senior Vice President, Clinical	$	56,250	$	56,250	⁽¹⁾


	Shares of Restricted Stock
Name	Number of Shares or Units of Stock That Have Not Vested		Market Value of Shares or Units of Stock That Have Not Vested⁽¹⁾
Gerald Wisler	1,242,594	⁽²⁾	$
William H. Lewis	418,639	⁽³⁾	$
William J. Sasiela, Ph.D.	375,000	⁽⁴⁾	$


Executive Benefits and Payments Upon Termination⁽¹⁾	Without Cause		For Good Reason		For Death or Disability
Base Salary	$	335,000	$	335,000	$	167,500
Continuation of Benefits⁽²⁾	$	19,200	$	19,200	$	9,600


Acceleration of Vesting of Options and Restricted Stock on Termination⁽¹⁾	Without Cause in Connection with a Change of Control	Without Cause Other Than in Connection with a Change of Control
Number of Option Shares and Value upon Termination⁽³⁾	—	—
Number of Shares of Vested Stock Received and Value upon Termination⁽³⁾	1,242,594 shares $	310,649 shares $


Name	Fee Earned or Paid in Cash($)		Stock Awards($)		Total($)
David I. Scheer	$	⁽¹⁾		—	$
Antonio M. Gotto Jr., M.D., D.Phil.	$	⁽²⁾	$	⁽³⁾	$
Jason Fisherman, M.D.		—		—		—
Kevin Johnson, Ph.D.		—		—		—
Alison de Bord		—		—		—


Name	Aggregate Consideration Paid		Series A Convertible Preferred Shares Issued Upon Conversion of Notes	Common Stock Issued
Advent Healthcare and Life Sciences III Limited Partnership and affiliated entities⁽¹⁾	$	250,000	172,700	15,000
Index Ventures Management S.A. and affiliated entities⁽²⁾	$	250,000	172,699	15,000
Serventia SA, Lugano	$	149,000	102,929	8,940
William H. Lewis	$	100,000	69,080	6,000


Name	Shares of Series A Preferred	Aggregate Purchase Price Paid
Advent Healthcare and Life Sciences III Limited Partnership and affiliated entities⁽¹⁾	3,091,583	$	5,750,035.22
Alta BioPharma HLS III Limited Partnership and affiliated entities⁽²⁾	3,064,681	$	5,700,000.19
Index Ventures Management S.A. and affiliated entities⁽³⁾	3,360,396	$	6,250,000.52
MVM International Life Sciences Fund No. 1 L.P. and affiliated entities⁽⁴⁾	1,075,327	$	2,000,000.68
Serventia SA, Lugano	940,911	$	1,750,000.37
Jawz II⁽⁵⁾	53,766	$	99,999.38
William H. Lewis	53,766	$	99,999.38


	Shares Beneficially Owned	Percentage of Common Stock Beneficially Owned
Name of Beneficial Owner	Shares Beneficially Owned	Before Offering	After Offering
5% or Greater Stockholders:
Advent Healthcare and Life Sciences III Limited Partnership and affiliated entities⁽¹⁾
Alta BioPharma Partners III, L.P. and affiliated entities⁽²⁾
Index Ventures Management S.A. and affiliated entities⁽³⁾
MVM International Life Sciences Fund No. 1 L.P. and affiliated entities⁽⁴⁾
Scheer Investment Holdings VII LLC⁽⁵⁾
Serventia SA, Lugano

Named Executive Officers and Directors:
Gerald Wisler⁽⁶⁾
William J. Sasiela, Ph.D.⁽⁷⁾
William H. Lewis⁽⁸⁾
David I. Scheer⁽⁵⁾
Alison de Bord⁽²⁾
Jason Fisherman, M.D.⁽¹⁾
Antonio M. Gotto Jr., M.D., D.Phil.
Kevin Johnson, Ph.D.⁽³⁾
All executive officers and directors as a group (8 persons)


Date of Availability of Sale		Approximate Number of Shares
As of the date of this prospectus
90 days after the date of this prospectus
180 days after the date of this prospectus, or longer if the lock-up period is extended, although a portion of such shares will be subject to volume limitations pursuant to Rule 144


Underwriter		Number of Shares
Lehman Brothers Inc
CIBC World Markets Corp
Thomas Weisel Partners LLC
C.E. Unterberg, Towbin LLC

Total


Report of Independent Registered Public Accounting Firm		F-2
Balance Sheets as of December 31, 2005 and 2006		F-3
Statements of Operations for the period from February 4, 2005 (inception) to December 31, 2005 and the year ended December 31, 2006 and the period from February 4, 2005 (inception) to December 31, 2006		F-4
Consolidated Statements of Stockholders’ Equity for the period from February 4, 2005 (inception) to December 31, 2006		F-5
Statements of Cash Flows for the period from February 4, 2005 (inception) to December 31, 2005 and the year ended December 31, 2006 and the period from February 4, 2005 (inception) to December 31, 2006		F-6
Notes to Financial Statements		F-7


	December 31, 2005			December 31, 2006			December 31, 2006 Pro forma (Note 1)
							(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	22,115,427		$	16,563,241
Prepaid expenses and other current assets		—			153,323

Total current assets		22,115,427			16,716,564
Property and equipment, net		2,610			29,326
Other assets		—			25,200

Total assets	$	22,118,037		$	16,771,090

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIENCY)
Current liabilities:
Accounts payable	$	240,786		$	122,355
Accrued compensation		149,000			369,272
Other accrued liabilities		379,757			576,276

Total liabilities		769,543			1,067,903

Series A 7%, cumulative redeemable convertible preferred stock, $0.001 par value; 13,000,000 shares authorized, 12,211,604 shares issued and outstanding at December 31, 2005 and 2006; and no shares issued and outstanding pro forma (aggregate liquidation preference of $22,782,155 as of December 31, 2005 and $24,429,199 as of December 31, 2006)		22,650,762			24,329,112

Stockholders’ equity (deficiency):
Common stock, $0.001 par value, 22,000,000 shares authorized at December 31, 2005, December 31, 2006 and pro forma; 6,069,940, 6,509,940 and shares issued and outstanding at December 31, 2005, December 31, 2006 and pro forma, respectively		6,070			6,510
Subscription receivable		(200	)		(200	)
Additional paid-in capital		98,482			—
Deficit accumulated during the development stage		(1,406,620	)		(8,632,235	)

Total stockholders’ equity (deficiency)		(1,302,268	)		(8,625,925	)

Total liabilities and stockholders’ equity (deficiency)	$	22,118,037		$	16,771,090


	Period from February 4, 2005 (Inception) to December 31, 2005			For the Year ended December 31, 2006			Period from February 4, 2005 (Inception) to December 31, 2006
Costs and expenses:
Research and development	$	141,250		$	3,801,924		$	3,943,174
General and administrative		1,047,193			3,237,577			4,284,770

Total costs and expenses		1,188,443			7,039,501			8,227,944

Loss from operations		(1,188,443	)		(7,039,501	)		(8,227,944	)
Interest expense		(235,978	)		—			(235,978	)
Interest income		17,801			871,405			889,206

Net loss	$	(1,406,620	)	$	(6,168,096	)	$	(7,574,716	)
Less: accretion of preferred stock dividends		(74,162	)		(1,652,025	)		(1,726,187	)

Net loss attributable to common stockholders	$	(1,480,782	)	$	(7,820,121	)	$	(9,300,903	)

Basic and diluted net loss attributable to common stockholders per share	$	(0.61	)	$	(2.18	)

Weighted average shares outstanding—basic and diluted		2,443,195			3,587,529

Pro forma basic and diluted net loss attributable to common stockholders per share				$

Pro forma weighted average shares outstanding—basic and diluted


	Common Stock			Subscription Receivable			Additional Paid-In Capital			Deficit Accumulated During the Development Stage			Total Stockholders’ Deficiency
	Shares	Capital		Subscription Receivable			Additional Paid-In Capital			Deficit Accumulated During the Development Stage			Total Stockholders’ Deficiency
Balance at February 5, 2005 (inception)	—	$	—	$	—		$	—		$	—		$	—
Issuance of common stock to founders	5,300,000		5,300		—			—			—			5,300
Issuance of common stock for services	225,000		225		(200	)		139,471			—			139,496
Employee stock-based compensation	500,000		500		—			6,457			—			6,957
Shares issued with convertible debt	44,940		45		—			27,813			—			27,858
Accretion of preferred stock dividend	—		—		—			(74,162	)		—			(74,162	)
Accretion of preferred issuance costs	—		—		—			(1,097	)		—			(1,097	)
Net loss	—		—		—			—			(1,406,620	)		(1,406,620	)

Balance at December 31, 2005	6,069,940		6,070		(200	)		98,482			(1,406,620	)		(1,302,268	)

Employee stock-based compensation	50,000		50		—			265,122			—			265,172
Nonemployee stock-based compensation	390,000		390		—			257,227			—			257,617
Accretion of preferred stock dividend	—		—		—			(594,506	)		(1,057,519	)		(1,652,025	)
Accretion of preferred issuance costs	—		—		—			(26,325	)		—			(26,325	)
Net loss	—		—		—			—			(6,168,096	)		(6,168,096	)

Balance at December 31, 2006	6,509,940	$	6,510	$	(200	)		—		$	(8,632,235	)	$	(8,625,925	)


	Period from February 4, 2005 (Inception) to December 31, 2005			For the year ended, December 31, 2006			Period from February 4, 2005 (Inception) to December 31, 2006
	(Unaudited)			(Unaudited)			(Unaudited)
Operating activities

Net loss	$	(1,406,620	)	$	(6,168,096	)	$	(7,574,716	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		745			6,672			7,417
Noncash stock-based compensation		148,053			522,349			670,402
Non-cash interest expense		235,978			—			235,978
Accrued Dividends		—			—			—

Changes in Operating Assets and Liabilities
Prepaid expenses and other current assets		—			(153,323	)		(153,323	)
Other assets		—			(25,200	)		(25,200	)
Accounts payable		240,786			(118,431	)		122,355
Accrued compensation		149,000			220,272			369,272
Other accrued liabilities		379,757			196,519			576,276

Net cash used in operating activities		(252,301	)		(5,519,238	)		(5,771,539	)

Investing activities
Purchases of property and equipment		(3,355	)		(33,388	)		(36,743	)

Net cash used in investing activities		(3,355	)		(33,388	)		(36,743	)

Financing activities
Proceeds from issuances of convertible notes		749,000			—			749,000
Proceeds from issuances of Common stock		3,700			440			4,140
Proceeds from issuances of Preferred stock, net		21,618,383			—			21,618,383

Net cash provided by financing activities		22,371,083			440			22,371,523

Net increase (decrease) in cash and cash equivalents		22,115,427			(5,552,186	)		16,563,241
Cash and cash equivalents, beginning of period		0			22,115,427			0

Cash and cash equivalents, end of period	$	22,115,427		$	16,563,241		$	16,563,241

Supplemental disclosure of cash flow information
Conversion of Convertible notes into Preferred stock	$	(749,000	)	$	—		$	(749,000	)

Stock subscription receivable		(200	)		—			(200	)

Accretion of redeemable preferred stock dividends and issuance costs	$	75,259		$	1,678,350		$	1,753,609


	Year Ended December 31,
	2005			2006
Net loss attributable to common stockholders	$	(1,480,782	)	$	(7,820,121	)

Basic and diluted:
Weighted-average shares of common stock outstanding		5,601,168			5,953,762
Less: weighted-average shares subject to repurchase		(3,157,973	)		(2,366,233	)

Shares used in computing basic and diluted net loss per common share		2,443,195			3,587,529

Basic and diluted net loss attributable to common stockholders	$	(0.61	)	$	(2.18	)