SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Supernus Pharmaceuticals, Inc.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
868459108
(CUSIP Number)
April 26, 2013
(Date of Event Which Requires Filing of This Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o Rule 13d-1(b)
ý Rule 13d-1(c)
o 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).
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CUSIP No. 868459108
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13G
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Page 2 of 8 Pages
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
TANG CAPITAL PARTNERS, LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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(a) ¨
(b) ý
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
2,264,470
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
2,264,470
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,264,470
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.8%
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12
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TYPE OF REPORTING PERSON
PN
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CUSIP No. 868459108
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13G
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Page 3 of 8 Pages
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
TANG CAPITAL MANAGEMENT, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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(a) ¨
(b) ý
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
2,264,470
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
2,264,470
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,264,470
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.8%
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12
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TYPE OF REPORTING PERSON
OO
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CUSIP No. 868459108
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13G
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Page 4 of 8 Pages
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
KEVIN C. TANG
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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(a) ¨
(b) ý
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
2,264,470
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
2,264,470
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,264,470
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.8%
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12
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TYPE OF REPORTING PERSON
IN
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Item 1(a).
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Name of Issuer:
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Supernus Pharmaceuticals, Inc. (the “Issuer”)
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Item 1(b).
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Address of Issuer’s Principal Executive Offices:
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1550 East Gude Dr., Rockville, MD 20850
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Item 2(a).
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Name of Person Filing:
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This Statement on Schedule 13G (this “Statement”) is filed by Tang Capital Partners, LP (“Tang Capital Partners”); Tang Capital Management, LLC, the general partner of Tang Capital Partners (“Tang Capital Management”); and Kevin C. Tang, the manager of Tang Capital Management.
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Item 2(b).
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Address of Principal Business Office or, if none, Residence:
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4747 Executive Drive, Suite 510, San Diego, CA 92121
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Item 2(c).
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Citizenship:
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Tang Capital Partners is a Delaware limited partnership. Tang Capital Management is a Delaware limited liability company. Mr. Tang is a United States citizen.
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Item 2(d).
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Title of Class of Securities:
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Common Stock, par value $0.001 per share (the "Common Stock")
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Item 2(e).
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CUSIP Number: 868459108
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Item 3.
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Not applicable.
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Item 4.
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Ownership.
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(a)
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Amount Beneficially Owned:
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Tang Capital Partners. Tang Capital Partners is the beneficial owner of 2,264,470 shares of the Issuer’s Common Stock, which is comprised of $12,000,000 principal amount of the Issuer’s 7.50% Senior Secured Convertible Notes Due 2019 (the “Notes”) owned by Tang Capital Partners.
The Notes are convertible, subject to certain conditions from time to time, into shares of Common Stock at a conversion rate of 188.7059 shares of Common Stock per $1,000 principal amount of Notes. As of the date of this filing, no conditions preclude the conversion of the Notes, and, as such, Tang Capital Partners beneficially owns 2,264,470 shares of Common Stock issuable upon conversion of the Notes held by Tang Capital Partners.
Tang Capital Partners shares voting and dispositive power over such Common Stock and Notes with Tang Capital Management and Kevin C. Tang.
Tang Capital Management. Tang Capital Management, as the general partner of Tang Capital Partners, may be deemed to beneficially own the shares of Common Stock and the Notes beneficially owned by Tang Capital Partners.
Kevin C. Tang. Kevin C. Tang, as the manager of Tang Capital Management, may be deemed to beneficially own the shares of Common Stock and the Notes beneficially owned by Tang Capital Partners.
Mr. Tang disclaims beneficial ownership of all shares reported herein except to the extent of his pecuniary interest therein.
The percentages used herein are based upon 33,156,540 shares of Common Stock outstanding (30,892,070 shares outstanding as of March 20, 2013 per the Proxy Statement on Schedule 14A as filed with the Securities and Exchange Commission on March 29, 2013, plus the 2,264,470 shares of Common Stock issuable upon conversion of the Notes owned by Tang Capital Partners).
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(b)
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Percent of Class:
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Tang Capital Partners
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6.8%
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Tang Capital Management
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6.8%
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Kevin C. Tang
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6.8%
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(c)
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Number of shares as to which such person has:
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(i)
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sole power to vote or to direct the vote:
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Tang Capital Partners
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0 shares
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Tang Capital Management
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0 shares
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Kevin C. Tang
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0 shares
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(ii)
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shared power to vote or to direct the vote:
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Tang Capital Partners
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2,264,470 shares
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Tang Capital Management
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2,264,470 shares
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Kevin C. Tang
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2,264,470 shares
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(iii)
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sole power to dispose or to direct the disposition of:
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Tang Capital Partners
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0 shares
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Tang Capital Management
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0 shares
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Kevin C. Tang
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0 shares
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(iv)
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shared power to dispose or to direct the disposition of:
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Tang Capital Partners
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2,264,470 shares
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Tang Capital Management
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2,264,470 shares
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Kevin C. Tang
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2,264,470 shares
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Item 5.
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Ownership of Five Percent or Less of a Class.
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If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: ¨
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person.
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Not applicable
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.
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Not applicable.
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Item 8.
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Identification and Classification of Members of the Group.
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Not applicable.
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Item 9.
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Notice of Dissolution of Group.
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Not applicable.
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Item 10.
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Certification.
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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 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.
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Date:
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May 6, 2013
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TANG CAPITAL PARTNERS, LP
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By: Tang Capital Management, LLC, its General Partner
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By:
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/s/ Kevin C. Tang
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Kevin C. Tang, Manager
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TANG CAPITAL MANAGEMENT, LLC
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By:
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/s/ Kevin C. Tang
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Kevin C. Tang, Manager
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/s/ Kevin C. Tang
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Kevin C. Tang
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Exhibit 99.1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, the undersigned agree to the joint filing of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the Common Stock, $0.001 par value, of Supernus Pharmaceuticals, Inc. and further agree to the filing of this agreement as an exhibit thereto. In addition, each party to this Agreement expressly authorizes each other party to this Agreement to file on its behalf any and all amendments to such Statement on Schedule 13G.
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Date: May 6, 2013
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TANG CAPITAL PARTNERS, LP
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By:
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Tang Capital Management, LLC
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Its:
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General Partner
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By:
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/s/ Kevin C. Tang
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Name:
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Kevin C. Tang
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Title:
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Manager
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TANG CAPITAL MANAGEMENT, LLC
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By:
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/s/ Kevin C. Tang
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Name:
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Kevin C. Tang
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Title:
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Manager
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/s/ Kevin C. Tang
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Name:
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Kevin C. Tang
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