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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
ZONAGEN, INC.
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
98975L108
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(CUSIP Number)
DECEMBER 31, 2005
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(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
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*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).
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CUSIP No. 13G Page 2 of 8 Pages
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1. NAMES OF REPORTING PERSONS
Great Point Partners, LLC
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
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3. SEC USE ONLY
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4. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
5. SOLE VOTING POWER
NUMBER OF SHARES
BENEFICIALLY 6. SHARED VOTING POWER
721,100
OWNED BY EACH
7. SOLE DISPOSITIVE POWER
REPORTING PERSON
WITH 8. SHARED DISPOSITIVE POWER
721,100
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
721,100
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES (See Instructions) [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.15%
12. TYPE OF REPORTING PERSON (See Instructions)
OO
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CUSIP No. 13G Page 3 of 8 Pages
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1. NAMES OF REPORTING PERSONS
Dr. Jeffrey R. Jay, M.D.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
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3. SEC USE ONLY
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4. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
5. SOLE VOTING POWER
NUMBER OF SHARES
BENEFICIALLY 6. SHARED VOTING POWER
721,100
OWNED BY EACH
7. SOLE DISPOSITIVE POWER
REPORTING PERSON
WITH 8. SHARED DISPOSITIVE POWER
721,100
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
721,100
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES (See Instructions) [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.15%
12. TYPE OF REPORTING PERSON (See Instructions)
IN
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CUSIP No. 13G Page 4 of 8 Pages
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ITEM 1.
(a) Name of Issuer
Zonagen, Inc.
(b) Address of Issuer's Principal Executive Offices
2408 Timberloch Place, Suite B-1
The Woodlands, TX 77380
ITEM 2.
(a) Name of Person Filing
Great Point Partners, LLC
Dr. Jeffrey R. Jay, M.D.
The Reporting Persons have entered into a Joint Filing
Agreement, dated February 13, 2006, a copy of which is filed
with this Schedule 13G as Exhibit A, pursuant to which the
Reporting Persons have agreed to file this statement jointly
in accordance with the provisions of Rule 13d-1(k)(1) under
the Act.
(b) Address of Principal Business Office, or if none,
Residence
The address of the principal business office of
each of the Reporting Persons is
2 Pickwick Plaza
Suite 450
Greenwich, CT 06830
(c) Citizenship
Great Point Partners, LLC is a limited liability company
organized under the laws of the State of Delaware. Dr.
Jeffrey R. Jay, M.D. is a citizen of the United States.
(d) Title of Class of Securities
Common Stock
(e) CUSIP Number
98975L108
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO SS.240.13d-1(b) OR
240.13d.2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:
Not Applicable.
(a) [ ] Broker or dealer registered under Section 15 of
the Act (15 U.S.C. 78o)
(b) [ ] Bank as defined in Section 3(a)(6) of the Act
(15 U.S.C. 78c).
(c) [ ] Insurance company as defined in Section 3(a)(19)
of the Act (15. U.S.C. 78c).
(d) [ ] Investment Company registered under Section 8 of
the Investment Company Act of 1940
(15 U.S.C. 80a-8).
(e) [ ] An investment adviser in accordance with
ss.240.13d-1(b)(1)(ii)(E).
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CUSIP No. 13G Page 5 of 8 Pages
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(f) [ ] An employee benefit plan or endowment fund in
accordance with ss.240.13d-1(b)(1)(ii)(F).
(g) [ ] A parent holding company or control person in
accordance with ss.240.13d-1(b)(1)(ii)(G).
(h) [ ] A savings associations as defined in Section
3(b) of the Federal Deposit Insurance Act (12
U.S.C. 1813).
(i) [ ] A church plan that is excluded from the
definition of an investment company under
Section 3(c)(14) of the Investment Company Act
of 1940 (15 U.S.C. 80a-3).
(j) [ ] Group, in accordance with
ss.240.13d-1(b)(1)(ii)(J).
ITEM 4. OWNERSHIP
Great Point Partners, LLC ("Great Point") is the investment
manager of Biomedical Value Fund, L.P. ("BVF"), and by
virtue of such status may be deemed to be the beneficial
owner of the 363,318 shares of Common Stock of the Issuer
owned by BVF (the "BVF Shares"). Dr. Jeffrey R. Jay, M.D.
("Dr. Jay"), as senior managing member of Great Point, has
voting and investment power with respect to the BVF Shares,
and therefore may be deemed to be the beneficial owner of
the BVF Shares.
Great Point is the investment manager of Biomedical Offshore
Value Fund, Ltd. ("BOVF"), and by virtue of such status may
be deemed to be the beneficial owner of the 357,782 shares
of Common Stock of the Issuer owned by BOVF (the "BOVF
Shares"). Dr. Jay, as senior managing member of Great Point,
has voting and investment power with respect to the BOVF
Shares, and therefore may be deemed to be the beneficial
owner of the BOVF Shares.
Great Point and Dr. Jay disclaim beneficial ownership of the
BVF Shares and the BOVF Shares, except to the extent of
their respective pecuniary interest.
Provide the following information regarding the aggregate
number and percentage of the class of securities of the
issuer identified in Item 1.
1. GREAT POINT PARTNERS, LLC
(a) Amount beneficially owned: 721,100
(b) Percent of class: 7.15%.
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: - 0 -
(ii) Shared power to vote or to direct the vote:
721,100.
(iii) Sole power to dispose or to direct the
disposition of: - 0 -.
(iv) Shared power to dispose or to direct the
disposition of: 721,100.
2. DR. JEFFREY R. JAY, M.D.
(a) Amount beneficially owned: 721,100
(b) Percent of class: 7.15%.
(c) Number of shares as to which the person has:
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CUSIP No. 13G Page 6 of 8 Pages
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(i) Sole power to vote or to direct the vote: 0.
(ii) Shared power to vote or to direct the vote:
721,100.
(iii) Sole power to dispose or to direct the
disposition of: 0.
(iv) Shared power to dispose or to direct the
disposition of: 721,100.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
Not applicable.
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 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
participant in any transaction having that purpose or effect.
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CUSIP No. 13G Page 7 of 8 Pages
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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: February 13, 2006
GREAT POINT PARTNERS, LLC
By: /s/ Dr. Jeffrey R. Jay, M.D.
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Dr. Jeffrey R. Jay, M.D.,
as senior managing member
/s/ Dr. Jeffrey R. Jay, M.D.
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DR. JEFFREY R. JAY, M.D.
EXHIBIT A
AGREEMENT REGARDING THE JOINT FILING OF SCHEDULE 13G
The undersigned hereby agree as follows:
(i) Each of them is individually eligible to use the Schedule 13G
to which this Exhibit is attached, and such Schedule 13G is filed on behalf of
each of them; and
(ii) Each of them is responsible for the timely filing of such
Schedule 13G and any amendments thereto, and for the completeness and accuracy
of the information concerning such person contained therein; but none of them is
responsible for the completeness or accuracy of the information concerning the
other persons making the filing, unless such person knows or has reason to
believe that such information is inaccurate.
Date: February 13, 2006
GREAT POINT PARTNERS, LLC
By: /s/ Dr. Jeffrey R. Jay, M.D.
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Dr. Jeffrey R. Jay, M.D.,
as senior managing member
/s/ Dr. Jeffrey R. Jay, M.D.
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DR. JEFFREY R. JAY, M.D.