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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
Amendment No. 3
ADHEREX TECHNOLOGIES INC.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
00686R200
(CUSIP Number)
May 18, 2008
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[x] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*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).
CUSIP No. 00686R200
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
OrbiMed Advisors LLC
2. Check the Appropriate Box if a Member Of a Group (See Instructions)
[ ] (a)
[ ] (b)
3. SEC Use Only
4. Citizenship or Place of Organization
Delaware
5. Sole Voting Power: 0
Number of
Shares 6. Shared Voting Power: 3,683,700
Beneficially
Owned by 7. Sole Dispositive Power: 0
Each Reporting
Person With 8. Shared Dispositive Power: 3,683,700
9. Aggregate Amount Beneficially Owned by Each Reporting Person
3,683,700
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
11. Percent of Class Represented by Amount in Row (9) 2.79%
12. Type of Reporting Person (See Instructions) IA
CUSIP No. 00686R200
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
OrbiMed Capital LLC
2. Check the Appropriate Box if a Member of a Group (See Instructions)
[ ] (a)
[ ] (b)
3. SEC Use Only
4. Citizenship or Place of Organization
Delaware
5. Sole Voting Power: 0
Number of
Shares 6. Shared Voting Power: 2,708,300
Beneficially
Owned by 7. Sole Dispositive Power: 0
Each Reporting
Person With 8. Shared Dispositive Power: 2,708,300
9. Aggregate Amount Beneficially Owned by Each Reporting Person
2,708,300
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
11. Percent of Class Represented by Amount in Row (9) 2.05%
12. Type of Reporting Person (See Instructions) IA
CUSIP No. 00686R200
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Samuel D. Isaly
2. Check the Appropriate Box if a Member of a Group (See Instructions)
[ ] (a)
[ ] (b)
3. SEC Use Only
4. Citizenship or Place of Organization
United States
5. Sole Voting Power: 0
Number of
Shares 6. Shared Voting Power: 6,392,000
Beneficially
Owned by 7. Sole Dispositive Power: 0
Each Reporting
Person With 8. Shared Dispositive Power: 6,392,000
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
6,392,000
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
11. Percent of Class Represented by Amount in Row (9) 4.84%
12. Type of Reporting Person (See Instructions) HC
Item 1. (a) Issuer: ADHEREX TECHNOLOGIES INC.
1. Address:
4620 CREEKSTONE DRIVE
SUITE 200
DURHAM NC 27703
Item 2. (a) Name of Person Filing:
OrbiMed Advisors LLC
OrbiMed Capital LLC
Samuel D. Isaly
(b) Address of Principal Business Offices:
767 Third Avenue, 30th Floor
New York, New York 10017
(c) Citizenship:
Please refer to Item 4 on each cover sheet for each filing person
(d) Title of Class of Securities
Common stock
(e) CUSIP Number: 00686R200
Item 3. OrbiMed Advisors LLC and OrbiMed Capital LLC are investment advisors in
accordance with ss.240.13d-1(b)(1)(ii)(E). Samuel D. Isaly is a control person
in accordance with ss.240.13d-1(b)(1)(ii)(G).
Item 4. Ownership
Please see Items 5 - 9 and 11 for each cover sheet for each filing
separately
Item 5. Ownership of Five Percent or Less of a Class
Reporting persons are holding 4.84% (2.79% in the case of
OrbiMed Advisors LLC and 2.05% in the case of OrbiMed Capital LLC)
of the securities on behalf of other persons who have the right to
receive or the power to direct the receipt of dividends from, or
proceeds from sale of, such securities. No one such other person's
interest in the securities whose ownership is reported here relates
to more than five percent of the class.
OrbiMed Advisors LLC and OrbiMed Capital LLC hold shares and share
equivalents issuable from the conversion of warrants on behalf of
Caduceus Capital Master Fund Limited (1,127,500 shares and
1,580,800 warrants), Caduceus Capital II, L.P. (644,200 shares and
859,200 warrants), UBS Eucalyptus Fund, LLC (805,200 shares and
1,170,000 warrants), and PW Eucalyptus Fund, Ltd. (75,100 shares and
130,000 warrants).
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not Applicable
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company
Not Applicable
Item 8. Identification and Classification of Members of the Group
Not Applicable
Item 9. Notice of Dissolution of Group
Not Applicable
Item 10. Certification
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired and held in the ordinary
course of business and were not acquired and are not held for the purpose of or
with the effect of changing or influencing the control of the issuer of the
securities and were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Date: May 21, 2008
OrbiMed Advisors LLC
By: /s/ Samuel D. Isaly
--------------------------
Name: Samuel D. Isaly
Title: President
OrbiMed Capital LLC
By: /s/ Samuel D. Isaly
--------------------------
Name: Samuel D. Isaly
Title: Managing Member
By: /s/ Samuel D. Isaly
--------------------------
Name: Samuel D. Isaly
JOINT FILING AGREEMENT
The undersigned hereby agree that the Statement on this Schedule 13G/A, dated
May 21, 2008, (the "Schedule 13G/A"), with respect to the Common Stock,
par value $.001 per share, of ADHEREX TECHNOLOGIES INC. is filed on behalf of
each of us pursuant to and in accordance with the provisions of Rule 13d-1(k)
under the Securities and Exchange Act of 1934, as amended, and that this
Agreement shall be included as an Exhibit to this Schedule 13G/A. Each of the
undersigned agrees to be responsible for the timely filing of the Schedule
13G/A, and for the completeness and accuracy of the information concerning
itself contained therein. This Agreement may be executed in any number of
counterparts, all of which taken together shall constitute one and the same
instrument.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as
of the 21st day of May 2008.
OrbiMed Advisors LLC
By: /s/ Samuel D. Isaly
---------------------------
Name: Samuel D. Isaly
Title: Managing Member
OrbiMed Capital LLC
By: /s/ Samuel D. Isaly
----------------------------
Name: Samuel D. Isaly
Title: Managing Member
By: /s/ Samuel D. Isaly
----------------------------
Name: Samuel D. Isaly
Statement of Control Person
The Statement on this Schedule 13G/A dated May 21, 2008 with respect to
the common stock, $.001 par value per share, of ADHEREX TECHNOLOGIES INC. is
filed by Samuel D. Isaly in accordance with the provisions of Rule 13d-1(b) and
Rule 13d-1(k),respectively, as control person (HC) of OrbiMed Advisors LLC and
OrbiMed Capital LLC.
OrbiMed Advisors LLC and OrbiMed Capital LLC file this statement on Schedule
13G/A in accordance with the provisions of Rule 13d-1(b) and Rule 13d-1(k),
respectively, as investment advisors (IA).