UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
|
OMB
APPROVAL
OMB
Number: 3235-0145
Expires:
February 28, 2009
Estimated
average burden
hours
per response 14.5
|
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. 15)
Canadian
Superior Energy Inc.
(Name of
Issuer)
Common
Shares
(Title of
Class of Securities)
136644101
(CUSIP
Number)
Warren
T. Lazarow,
Esq. Paul
S. Scrivano, Esq.
O'Melveny &
Myers
LLP O’Melveny
& Myers LLP
2765 Sand Hill
Road Times
Square Tower
Menlo Park, CA
94025 7
Times Square
(650)
473-2600 New
York, New York 10036
(212) 326-2000
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
May 24,
2010
(Date of
Event Which Requires Filing of this Statement)
If the
filing person has previously filed a statement on Schedule 13G to report the
acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of sections 240.13d-1(e), 240.13d-1(f) or 140.13d-1(g), check
the following box. [ ]
Note:
Schedules
filed in paper format shall include a signed original and five copies of the
schedule, including all exhibits. See section 240.13d-7 for other
parties to whom copies are to be sent.
* The
remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The
information required in the remainder of this cover page shall not be deemed to
be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934
("Act") or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the
Notes).
Potential
persons who are to respond to the collection of information contained in this
form are not required to respond unless the form displays a currently valid OMB
control number.
|
1.
|
Names
of Reporting Persons
|
|
2.
|
Check
the Appropriate Box if a Member of a Group (See
Instructions)
|
|
4.
|
Source
of Funds (See Instructions)
|
AF
|
|
5.
|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or
2(e) ____
|
|
6.
|
Citizenship
or Place of Organization
|
California
|
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
|
7. Sole
Voting
Power
0
|
8. Shared
Voting
Power
15,002,000
|
9. Sole
Dispositive
Power
0
|
10. Shared
Dispositive
Power
15,002,000
|
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
15,002,000
|
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
|
|
13.
|
Percent
of Class Represented by Amount in Row
(11)
4.8%
|
|
14.
|
Type
of Reporting Person (See Instructions)
|
CO,
HC
|
|
1.
|
Names
of Reporting Persons
|
|
2.
|
Check
the Appropriate Box if a Member of a Group (See
Instructions)
|
|
4.
|
Source
of Funds (See Instructions)
|
AF
|
|
5.
|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or
2(e) ____
|
|
6.
|
Citizenship
or Place of Organization
|
California
|
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
|
7. Sole
Voting
Power
0
|
8. Shared
Voting
Power
15,002,000
|
9. Sole
Dispositive
Power
0
|
10. Shared
Dispositive
Power
15,002,000
|
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
15,002,000
|
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares
(See
|
|
13.
|
Percent
of Class Represented by Amount in Row (11)
4.8%
|
|
14.
|
Type
of Reporting Person (See Instructions)
|
IA,
OO
|
|
1.
|
Names
of Reporting Persons
|
|
2.
|
Check
the Appropriate Box if a Member of a Group (See
Instructions)
|
|
4.
|
Source
of Funds (See Instructions)
|
AF,
PF
|
|
5.
|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or
2(e) ____
|
|
6.
|
Citizenship
or Place of Organization
|
U.S.A
|
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
|
7. Sole
Voting
Power
50,000
|
8. Shared
Voting
Power
15,002,000
|
9. Sole
Dispositive
Power
50,000
|
10. Shared
Dispositive
Power
15,002,000
|
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
15,052,000
|
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares
(See
|
|
13.
|
Percent
of Class Represented by Amount in Row
(11)
4.8%
|
|
14.
|
Type
of Reporting Person (See Instructions)
|
IN,
HC
|
|
1.
|
Names
of Reporting Persons
|
|
2.
|
Check
the Appropriate Box if a Member of a Group (See
Instructions)
|
|
4.
|
Source
of Funds (See Instructions)
|
AF
|
|
5.
|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or
2(e) ____
|
|
6.
|
Citizenship
or Place of Organization
|
U.S.A.
|
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
|
7. Sole
Voting
Power
0
|
8. Shared
Voting
Power
15,002,000
|
9. Sole
Dispositive
Power
0
|
10. Shared
Dispositive
Power
15,002,000
|
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
15,002,000
|
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
|
|
13.
|
Percent
of Class Represented by Amount in
Row (11)
4.8%
|
|
14.
|
Type
of Reporting Person (See Instructions)
|
IN,
HC
|
Item
1. Security
and Issuer
This
statement relates to the Common Shares (the "Stock") of
Canadian Superior Energy Inc.
(the "Issuer"). The principal executive office of the Issuer
is located at
Suite 3200, 500 -
4th Avenue SW, Calgary, Alberta, Canada, T2P 2V6
.
Item
2. Identity and Background
The
persons filing this statement and the persons enumerated in Instruction C of
Schedule 13D and, where applicable, their respective places of organization,
general partners, directors, executive officers and controlling persons, and the
information regarding them, are as follows:
|
(a)
|
William
Leland Edwards, Palo Alto Investors, LLC ("PAI LLC"), Palo Alto Investors
("PAI Corp") and Anthony Joonkyoo Yun, MD (collectively, the
"Filers").
|
|
(b)
|
The
business address of the Filers is:
|
|
470
University Avenue, Palo Alto,
CA 94301
|
|
(c)
|
Present
principal occupation or employment or the Filers and the name, principal
business and address of any corporation or other organization in which
such employment is conducted:
|
PAI LLC
is an investment adviser registered with the Securities and Exchange Commission
and is the general partner of, and investment adviser to, investment limited
partnerships. The sole manager of PAI LLC is PAI Corp. Mr.
Edwards is the controlling shareholder of PAI Corp and the controlling owner of
PAI LLC. Mr. Yun is the president of PAI Corp and PAI
LLC.
|
(d)
|
During
the last five years, none of the Filers has been convicted in a criminal
proceeding (excluding traffic violations or similar
misdemeanors).
|
|
(e)
|
During
the last five years, none of the Filers was a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction and as a
result of such proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any
violation with respect to such
laws.
|
|
(f)
|
Mr.
Edwards and Mr. Yun are United States
citizens.
|
Item
3. Source
and Amount of Funds or Other Consideration
The
source and amount of funds used in purchasing the Stock were as
follows:
Purchaser
|
Source of Funds
|
Amount
|
PAI
LLC
|
Funds
Under Management
|
$32,303,231
|
Item
4. Purpose
of Transaction
The
Filers acquired the Stock for investment purposes. On September 29, 2008, Greg
Noval sent a letter to Palo Alto Investors on behalf of the Issuer's Board of
Directors responding to a letter from Palo Alto Investors sent earlier in the
day, and Palo Alto Investors sent a further response to the Board. A copy of
that correspondence is incorporated by reference herein as Exhibit
B. On November 5, 2008, PAI LLC sent a letter to the Board (the
“November 5 Letter”), a copy of which is incorporated by reference herein as
Exhibit F. On February 11, 2009, PAI LLC sent a letter to the Board
questioning the timing and strategy of the Issuer’s proposed monetization of
part of its Block 5(c) assets in Trinidad and Tobago (the “February 11
Letter”). On February 12, 2009, PAI LLC issued a press release
including the text of the February 11 Letter and requesting additional
disclosure by the Issuer with regard to its financial position and the status of
that project and requesting that the Issuer hold a public conference call to
update shareholders. A copy of that press release is incorporated by reference
herein as Exhibit G. On February 17, 2009, PAI LLC delivered to the
Issuer a requisition for a special meeting of the Issuer’s shareholders for the
purpose, among other things, of removing all of the directors on the Issuer’s
board of directors and replacing such directors with PAI LLC’s nominees (the
“Requisition”). Also on February 17, 2009, PAI LLC issued a press
release announcing that it had requisitioned a special meeting of the Issuer’s
shareholders for that purpose (the “February 17 Press Release”). Once
a record date and meeting date for the shareholders meeting have been
established, a dissident proxy circular will be mailed to shareholders of
record by PAI LLC. The dissident proxy circular will provide details
regarding each of PAI LLC's nominees to the Issuer's Board of Directors.
Shareholders are urged to carefully read the dissident proxy circular and
other documents when they are available. A copy of the Requisition is
incorporated by reference herein as Exhibit H, and a copy of the February 17
Press Release is incorporated by reference herein as Exhibit I. On
March 10, 2009, PAI LLC sent a letter to the Board (the “March 10 Letter”)
noting that no response had been provided to its February 11, 2009 inquiry
regarding the Issuer’s proposed monetization of part of its Block 5(c) assets in
Trinidad and Tobago and requesting a meeting with the full Board to discuss
strategic and financing alternatives to monetizing the Block 5(c)
assets. A copy of the March 10 Letter is incorporated herein by
reference as Exhibit J. On March 16, 2009, PAI LLC sent a letter (the
“March 16 Letter”) to the Board. The March 16 Letter was sent in
response to an electronic mail message sent by Greg Noval (the “March 10 Noval
E-mail”) to PAI LLC responding to the March 10 Letter sent earlier in the day on
March 10, 2009, and in response to a letter from C. Alexander Squires, a
director and chair of the Audit Committee of the Issuer's Board of Directors
(the “March 12 Board Letter”) to PAI LLC on behalf of the Issuer's Board of
Directors responding to the March 10 Letter. The March 16 Letter
attaches a draft term sheet that PAI LLC believes is reflective of the type of
transaction that is available to the Issuer from third parties if the Issuer
would be willing to enter into discussions with such third parties (the “Draft
Term Sheet”) and which could serve as a potential alternative to the Issuer’s
proposed sale of part of its Block 5(c) assets in Trinidad and
Tobago. The March 16 Letter also attaches copies of the March 10
Noval E-Mail and the March 12 Board Letter. The foregoing
descriptions of the March 16 Letter, the Draft Term Sheet, the March 10 Noval
Email and the March 12 Board Letter are each qualified in their entirety by
reference to the terms of such documents. A copy of the March 16
Letter is incorporated herein by reference as Exhibit K. On April 1,
2009, PAI LLC issued, via press release, an open letter (the “April 1 Letter”)
to the Board of Directors and Shareholders of the Issuer describing PAI LLC’s
view of the failings, misconduct and inadequate corporate governance of the
current Board and again demanding that the Board be reconstituted to include
truly independent Directors with relevant international oil and gas
expertise. The foregoing description of the April 1 Letter is
qualified in its entirety by reference to the terms of such
document. A copy of the April 1 Letter is incorporated herein by
reference as Exhibit L. On April 2, 2009, Mr. V. Phil Lalonde of
Brownlee LLP wrote PAI LLC on behalf of Greg Noval, asserting, among other
things, that the April 1 Letter contains statements that defame Mr.
Noval. On April 3, 2009, Canadian counsel to PAI LLC, Blake, Cassels
& Graydon LLP, sent a letter to Mr. Lalonde responding to his April 2, 2009
letter. The foregoing description of the April 3 Letter is qualified
in its entirety by reference to the terms of such document. A copy of
the April 3 Letter is incorporated herein by reference as Exhibit
M. On May 15, 2009, PAI LLC commenced soliciting proxies from up to
15 shareholders of the Issuer, on a non-public basis as permitted by the Alberta
Securities Commission, to vote in favor of PAI LLC's eight nominees (the
“Nominees”) for election to the Issuer's Board of Directors at the June 26, 2009
annual and special meeting of the Issuers’ shareholders and to approve certain
amendments to the Issuer’s By-laws, by way of a letter (the “May 15
Letter”). The May 15 Letter lists the Nominees, and attaches
biographical information regarding each of the Nominees, a copy of the November
5 Letter (incorporated herein by reference as Exhibit F), a copy of the April 1
Letter (incorporated herein by reference as Exhibit L) and a form of
proxy. The foregoing description of the May 15 Letter and all
attachments thereto is qualified in its entirety by reference to the terms of
such documents. A copy of the May 15 Letter is incorporated herein by
reference as Exhibit N. On May 28, 2009, PAI LLC issued a press
release (the “May 28 Press Release”) expressing PAI LLC’s disappointment and
concern with the Board of Directors’ decision to delay the annual and special
meeting of the Issuers’ shareholders until September 2009. The
foregoing description of the May 28 Press Release is qualified in its entirety
by reference to the terms of such document. A copy of the May 28
Press Release is incorporated herein by reference as Exhibit O. On
June 2, 2009, PAI LLC filed a Notice of Motion (the “June 2 Notice of Motion”)
with the Court of Queen’s Bench of Alberta in connection with the matter of the
Issuer’s proceedings under the Canadian
Companies Creditors’ Arrangement
Act
. The June 2 Notice of Motion seeks, among other things, an
order compelling the Issuer to hold its annual general and special meeting of
shareholders on June 26, 2009 or within one week thereafter and further
compelling the Issuer to address the matters raised in the Requisition at such
meeting. A copy of the June 2 Notice of Motion is incorporated herein
by reference as Exhibit P. On June 17, 2009, PAI LLC issued a press
release (the “June 17 Press Release”) reiterating PAI LLC’s intention to pursue
changes to the Issuers’ Board of Directors, noting that PAI LLC’s nominees are
willing to serve only as part of PAI LLC’s slate, and clarifying that PAI LLC’s
nominees have not agreed to be appointed by the current Board of Directors of
the Issuer in a partial solution that retains a majority of the existing Board
of Directors of the Issuer. The foregoing description of the June 17
Press Release is qualified in its entirety by reference to the terms of such
document. A copy of the June 17 Press Release is incorporated by
reference herein as Exhibit Q. On August 10, 2009, PAI LLC entered
into a settlement agreement with the Issuer (the “Settlement Agreement”) whereby
PAI LLC and the Issuer have agreed that, subject to the approval of the Court of
Queen’s Bench of Alberta and Hardie & Kelly Inc. as Monitor, which the
Issuer shall use its reasonable commercial efforts to promptly obtain, among
other things:
·
|
the
Issuer shall use its reasonable commercial efforts to cause the 2009
annual and special meeting of shareholders to be held on September 9,
2009, and shall not delay or postpone such meeting date without PAI LLC’s
consent acting reasonably in light of the circumstances unless a quorum is
not obtained or unless the Court of Queen’s Bench of Alberta (acting other
than at the request of the Issuer) requires the meeting date to be
delayed;
|
·
|
the
Issuer and, as applicable, the Board of Directors of the Issuer, at the
2009 annual and special meeting, shall nominate (A) the following
individuals who were proposed by PAI LLC: each of Dr. William
Roach, Dr. James M. Funk, Kerry R. Brittain and Marvin M. Chronister and
(B) the following individuals who were proposed by the
Issuer: Gregory Turnbull and Richard Watkins (the persons in
(A) and (B) collectively, the “Nominees”) for election to the Board of
Directors;
|
·
|
the
Issuer shall use its reasonable commercial efforts to solicit proxies (A)
to approve an amendment to the Issuer’s by-laws in respect of Canadian
residency requirements, (B) in favor of the election of the Nominees at
the 2009 annual and special meeting, (C) against the election of any
persons, other than the Nominees, as director at the 2009 annual and
special meeting, and (D) against the proposal of any other business
proposed by a person other than the Issuer at the 2009 annual and special
meeting;
|
·
|
upon
receipt of approval of the Court of Queen’s Bench of Alberta of the
Settlement Agreement, PAI LLC shall revoke and withdraw the
Requisition;
|
·
|
PAI
LLC shall cause all of its common shares of the Issuer to be present at
the 2009 annual and special meeting for quorum purposes and to be voted in
favor of the election of the Nominees;
and
|
·
|
the
Issuer shall, within 30 days after exiting the protection of the Canadian
Companies Creditors’
Arrangement Act
and upon request from PAI LLC, reimburse PAI LLC
for certain of its expenses.
|
The
foregoing description of the Settlement Agreement is qualified in its entirety
by reference to the terms of such document. A copy of the Settlement
Agreement is incorporated herein by reference as Exhibit R.
On
September 10, 2009, PAI LLC issued a press release (the “September 10 Press
Release”) commenting on the Issuer’s 2009 annual and special meeting and
expressing its ongoing support of the Issuer and its new strengthened board of
directors. The foregoing description of the September 10 Press
Release is qualified in its entirety by reference to the terms of such
document. A copy of the September 10 Press Release is attached hereto
as Exhibit S.
In
pursuing their investment purposes, the Filers may from time to time further
purchase, hold, vote, trade, dispose of, engage in option, swap or other
derivative securities transactions with respect to or otherwise deal in the
Stock at times, and in such manner, as they deem advisable to benefit from
changes in the Stock's market price, changes in the Issuer's operations,
business strategy or prospects, or from sale or merger of the Issuer. To
evaluate such alternatives, the Filers routinely will monitor the Issuer's
operations, prospects, business development, management, competitive and
strategic matters, capital structure and prevailing market conditions, as well
as alternative investment opportunities, the Filers' liquidity requirements and
other investment considerations. Consistent with their investment research
methods and evaluation criteria, the Filers may discuss such matters with the
Issuer's management, Board of Directors, other shareholders, industry analysts,
existing or potential strategic partners or competitors, investment and
financing professionals, sources of credit and other investors. Such factors and
discussions may affect materially, and result in, the Filers' modifying their
ownership of the Stock, exchanging information with the Issuer pursuant to
appropriate confidentiality or similar agreements, proposing changes in the
Issuer's operations, governance or capitalization, or in proposing or taking one
or more of the actions described in paragraphs (a) through (j) of Item 4 of
Schedule 13D. The Filers may reconsider and change their plans or proposals
relating to the Stock at any time.
Recent
Developments:
Warrants representing 750,000 shares of the
Stock held by the Filers have expired. The Filers’ ownership
percentages decreased due to recent securities offerings by the
Issuer.
Item
5. Interest
in Securities of the Issuer
(a), (b),
(d) Each Filer's beneficial ownership of the Stock on the date of this report is
reflected on that Filer's cover page. PAI LLC is an investment
adviser with the power to invest in, vote and dispose of the Stock on behalf of
its clients. Its clients have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, the
Stock. No client individually holds more than 5% of the outstanding
Stock. Mr. Edwards is the controlling shareholder of PAI Corp, which
is the sole manager of PAI LLC, and is the controlling owner of PAI
LLC. Mr. Yun is the president of PAI Corp and PAI LLC. The
Filers are filing this Schedule 13D jointly, but not as members of a group, and
each of them expressly disclaims membership in a group. Each Filer
disclaims beneficial ownership of the Stock except to the extent of that Filer's
pecuniary interest therein.
(c) There
were no transactions in the Stock by the Filers during the 60 days before the
date on the cover page. Warrants representing 750,000 shares of the
Stock held by the Filers have expired. The Filers’ ownership
percentages decreased due to recent securities offerings by the
Issuer.
Item
6. Contracts,
Arrangement, Understandings or Relationships with Respect to Securities of the
Issuer
PAI LLC
is the general partner of investment partnerships pursuant to agreements of
limited partnership that grant to PAI LLC the authority, among other things, to
invest the funds of such investment partnerships in the Stock, to vote and
dispose of the Stock and to file this statement on behalf of such investment
partnerships. Pursuant to such agreements, PAI LLC is entitled to
allocations based on assets under management and realized and unrealized
gains.
As
described above in Item 4, PAI LLC has entered into the Settlement Agreement
with the Issuer. The description of the Settlement Agreement in Item
4 is incorporated by reference into this Item 6.
Warrants
representing 750,000 shares of the Stock held by the Filers have
expired. The Filers’ ownership percentages decreased due to recent
securities offerings by the Issuer.
Item
7. Material
to Be Filed as Exhibits
Exhibit
A
|
Agreement
Regarding Joint Filing of Statement on Schedule 13D or
13G
|
Exhibit
B
|
Correspondence
dated September 29, 2008 between the Issuer's Board of Directors and Palo
Alto Investors incorporated by reference to the Filers’ initial Schedule
13D and Amendment No. 1 thereto both filed September 30,
2008
|
Exhibit
C
|
Form
of Warrant to Purchase Shares of Common Stock incorporated by reference to
the Issuer's Form F-3 filed September 26,
2008
|
Exhibit
D
|
Form
of Securities Purchase Agreement incorporated by reference to the Issuer's
Form F-3 filed September 26, 2008
|
Exhibit
E
|
Form
of Registration Rights Agreement incorporated by reference to the Issuer's
Form F-3 filed September 26, 2008
|
Exhibit
F
|
Letter
dated November 5, 2008 from PAI LLC to the Issuer's Board of Directors
incorporated by reference to Amendment No. 2 to this Schedule 13D filed
November 6, 2008
|
Exhibit
G
|
Press
Release by PAI LLC dated February 12, 2009 including the text of the
February 11 Letter incorporated by reference to Amendment No. 3 to this
Schedule 13D filed February 12,
2009
|
Exhibit
H
|
Requisition
delivered by PAI LLC to the Issuer dated February 17, 2009 incorporated by
reference to Amendment No. 4 to this Schedule 13D filed February 17,
2009
|
Exhibit
I
|
Press
Release by PAI LLC dated February 17, 2009 incorporated by reference to
Amendment No. 4 to this Schedule 13D filed February 17,
2009
|
Exhibit
J
|
Letter
dated March 10, 2009 from PAI LLC to the Issuer's Board of Directors
incorporated by reference to Amendment No. 5 to this Schedule 13D filed
March 10, 2009
|
Exhibit
K
|
Letter
dated March 16, 2009 from PAI LLC to the Issuer's Board of Directors
(attaching the Draft Term Sheet, and the electronic mail message dated
March 10, 2009 from Greg Noval to PAI LLC and Letter dated March 12, 2009
from C. Alexander Squires on behalf of the Issuer's Board of Directors to
PAI LLC) incorporated by reference to Amendment No. 6 to this Schedule 13D
filed March 16, 2009
|
Exhibit
L
|
Open
Letter dated April 1, 2009 from PAI LLC to the Issuer's Board of Directors
and Shareholders incorporated by reference to Amendment No. 7 to this
Schedule 13D filed April 1, 2009
|
Exhibit
M
|
Letter
dated April 3, 2009 from Blake, Cassels & Graydon LLP to Mr. V. Phil
Lalonde of Brownlee LLP incorporated by reference to Amendment No. 8 to
this Schedule 13D filed April 6,
2009
|
Exhibit
N
|
Letter
distributed May 15, 2009 from PAI LLC to certain Shareholders incorporated
by reference to Amendment No. 9 to this Schedule 13D filed May 18,
2009
|
Exhibit
O
|
Press
Release by PAI LLC dated May 28, 2009 incorporated by reference to
Amendment No. 10 to this Schedule 13D filed May 28,
2009
|
Exhibit
P
|
Notice
of Motion filed by PAI LLC with the Court of Queen’s Bench of Alberta on
June 2, 2009 incorporated by reference to Amendment No. 11 to this
Schedule 13D filed June 2, 2009
|
Exhibit
Q
|
Press
Release by PAI LLC dated June 17,
2009
|
Exhibit
R
|
Settlement
Agreement between PAI LLC and the Issuer, dated effective August 10,
2009
|
Exhibit
S
|
Press
Release by PAI LLC dated September 10,
2009
|
SIGNATURES
After
reasonable inquiry and to the best of my knowledge, I certify that the
information set forth in this statement is true, complete and
correct.
Dated: May
25, 2010
PALO
ALTO INVESTORS
By:
/s/ Mark
Shamia
Mark Shamia, Chief Operating
Officer
|
PALO
ALTO INVESTORS, LLC
By:
/s/ Mark
Shamia
Mark Shamia, Chief Operating
Officer
|
/s/ Anthony Joonkyoo Yun
Anthony Joonkyoo Yun,
MD
|
/s/ William Leland Edwards
William Leland
Edwards
|
EXHIBIT
A
AGREEMENT
REGARDING JOINT FILING
OF
STATEMENT ON SCHEDULE 13D OR 13G
The
undersigned agree to file jointly with the Securities and Exchange Commission
(the "SEC") any and all statements on Schedule 13D or Schedule 13G (and any
amendments or supplements thereto) required under section 13(d) of the
Securities Exchange Act of 1934, as amended, in connection with purchases and
sales by the undersigned of the securities of any issuer until such time as the
undersigned file with the SEC a statement terminating this Agreement Regarding
Joint Filing of Statement on Schedule 13D or 13G. For that purpose,
the undersigned hereby constitute and appoint Palo Alto Investors, LLC, a
California limited liability company, as their true and lawful agent and
attorney-in-fact, with full power and authority for and on behalf of the
undersigned to prepare or cause to be prepared, sign, file with the SEC and
furnish to any other person all certificates, instruments, agreements and
documents necessary to comply with section 13(d) and section 16(a) of the
Securities Exchange Act of 1934, as amended, in connection with said purchases
and sales, and to do and perform every act necessary and proper to be done
incident to the exercise of the foregoing power, as fully as the undersigned
might or could do if personally present, until such time as the undersigned file
with the SEC a statement terminating this Agreement Regarding Joint Filing of
Statement on Schedule 13D or 13G.
Dated: September
29, 2008
PALO
ALTO INVESTORS
By: /S/
Mark Shamia, Chief Operating Officer
|
PALO
ALTO INVESTORS, LLC
By: /S/
Mark Shamia, Chief Operating Officer
|
/S/ Anthony Joonkyoo Yun, MD
|
/S/ William Leland Edwards
|