SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

(Rule 13d-102)

 

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO 13d-2(b)

 

 

 

Cytokinetics, Inc.

---

(Name of Issuer)

 

Common Stock

---

(Title of Class of Securities)

 

 

23282W 10 0                                 (CUSIP Number)

 

December 31, 2004

---

(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)

 

¨ Rule 13d-1(c)

 

x Rule 13d-1(d)

 

1

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. 23282W 10 0		13G		Page 2 of 36 pages.

 

1.		Name of Reporting Person I.R.S. Identification No. of Above Persons (Entities Only)               Mayfield IX, a Delaware Limited Partnership
2.		Check the Appropriate Box if a Member of a Group (a)  ¨ (b)  x
3.		SEC Use Only
4.		Citizenship or Place of Organization               Delaware

Number of Shares Beneficially Owned By Each Reporting Person With		5.    Sole Voting Power                    -0-   6.    Shared Voting Power                   1,781,358   7.    Sole Dispositive Power                   -0-   8.    Shared Dispositive Power                   1,781,358

9.		Aggregate Amount Beneficially Owned by Each Reporting Person               1,781,358
10.		Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares		¨
11.		Percent of Class Represented by Amount in Row (9)               6.3%
12.		Type of Reporting Person               PN

 

 

---

CUSIP No. 23282W 10 0		13G		Page 3 of 36 pages.

 

1.		Name of Reporting Person I.R.S. Identification No. of Above Persons (Entities Only)               Mayfield IX Management, L.L.C.
2.		Check the Appropriate Box if a Member of a Group (a)  ¨ (b)  x
3.		SEC Use Only
4.		Citizenship or Place of Organization               Delaware

Number of Shares Beneficially Owned By Each Reporting Person With		5.    Sole Voting Power                   -0-   6.    Shared Voting Power                   1,875,113   7.    Sole Dispositive Power                   -0-   8.    Shared Dispositive Power                   1,875,113

9.		Aggregate Amount Beneficially Owned by Each Reporting Person               1,875,113
10.		Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares		¨
11.		Percent of Class Represented by Amount in Row (9)               6.6%
12.		Type of Reporting Person               OO

 

 

---

CUSIP No. 23282W 10 0		13G		Page 4 of 36 pages.

 

1.		Name of Reporting Person I.R.S. Identification No. of Above Persons (Entities Only)               Mayfield Associates Fund IV, a Delaware Limited Partnership
2.		Check the Appropriate Box if a Member of a Group (a)  ¨ (b)  x
3.		SEC Use Only
4.		Citizenship or Place of Organization               Delaware

Number of Shares Beneficially Owned By Each Reporting Person With		5.    Sole Voting Power                   -0-   6.    Shared Voting Power                   93,755   7.    Sole Dispositive Power                   -0-   8.    Shared Dispositive Power                   93,755

9.		Aggregate Amount Beneficially Owned by Each Reporting Person               93,755
10.		Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares		¨
11.		Percent of Class Represented by Amount in Row (9)               0.3%
12.		Type of Reporting Person               PN

 

 

---

CUSIP No. 23282W 10 0		13G		Page 5 of 36 pages.

 

1.		Name of Reporting Person I.R.S. Identification No. of Above Persons (Entities Only)               Yogen K. Dalal
2.		Check the Appropriate Box if a Member of a Group (a)  ¨ (b)  x
3.		SEC Use Only
4.		Citizenship or Place of Organization               U.S.

Number of Shares Beneficially Owned By Each Reporting Person With		5.    Sole Voting Power                   -0-   6.    Shared Voting Power                   2,031,713   7.    Sole Dispositive Power                   -0-   8.    Shared Dispositive Power                   2,031,713

9.		Aggregate Amount Beneficially Owned by Each Reporting Person               2,031,713
10.		Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares		¨
11.		Percent of Class Represented by Amount in Row (9)               7.2%
12.		Type of Reporting Person               IN

 

 

---

CUSIP No. 23282W 10 0		13G		Page 6 of 36 pages.

 

1.		Name of Reporting Person I.R.S. Identification No. of Above Persons (Entities Only)               F. Gibson Myers, Jr.
2.		Check the Appropriate Box if a Member of a Group (a)  ¨ (b)  x
3.		SEC Use Only
4.		Citizenship or Place of Organization               U.S.

Number of Shares Beneficially Owned By Each Reporting Person With		5.    Sole Voting Power                   -0-   6.    Shared Voting Power                   2,031,713   7.    Sole Dispositive Power                   -0-   8.    Shared Dispositive Power                   2,031,713

9.		Aggregate Amount Beneficially Owned by Each Reporting Person               2,031,713
10.		Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares		¨
11.		Percent of Class Represented by Amount in Row (9)               7.2%
12.		Type of Reporting Person               IN

 

 

---

CUSIP No. 23282W 10 0		13G		Page 7 of 36 pages.

 

1.		Name of Reporting Person I.R.S. Identification No. of Above Persons (Entities Only)               Kevin A. Fong
2.		Check the Appropriate Box if a Member of a Group (a)  ¨ (b)  x
3.		SEC Use Only
4.		Citizenship or Place of Organization               U.S.

Number of Shares Beneficially Owned By Each Reporting Person With		5.    Sole Voting Power                   -0-   6.    Shared Voting Power                   2,031,713   7.    Sole Dispositive Power                   -0-   8.    Shared Dispositive Power                   2,031,713

9.		Aggregate Amount Beneficially Owned by Each Reporting Person               2,031,713
10.		Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares		¨
11.		Percent of Class Represented by Amount in Row (9)               7.2%
12.		Type of Reporting Person               IN

 

 

---

CUSIP No. 23282W 10 0		13G		Page 8 of 36 pages.

 

1.		Name of Reporting Person I.R.S. Identification No. of Above Persons (Entities Only)               William D. Unger
2.		Check the Appropriate Box if a Member of a Group (a)  ¨ (b)  x
3.		SEC Use Only
4.		Citizenship or Place of Organization               U.S.

Number of Shares Beneficially Owned By Each Reporting Person With		5.    Sole Voting Power                   -0-   6.    Shared Voting Power                   2,031,713   7.    Sole Dispositive Power                   -0-   8.    Shared Dispositive Power                   2,031,713

9.		Aggregate Amount Beneficially Owned by Each Reporting Person               2,031,713
10.		Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares		¨
11.		Percent of Class Represented by Amount in Row (9)               7.2%
12.		Type of Reporting Person               IN

 

 

---

CUSIP No. 23282W 10 0		13G		Page 9 of 36 pages.

 

1.		Name of Reporting Person I.R.S. Identification No. of Above Persons (Entities Only)               Wendell G. Van Auken, III
2.		Check the Appropriate Box if a Member of a Group (a)  ¨ (b)  x
3.		SEC Use Only
4.		Citizenship or Place of Organization               U.S.

Number of Shares Beneficially Owned By Each Reporting Person With		5.    Sole Voting Power                   -0-   6.    Shared Voting Power                   2,031,713   7.    Sole Dispositive Power                   -0-   8.    Shared Dispositive Power                   2,031,713

9.		Aggregate Amount Beneficially Owned by Each Reporting Person               2,031,713
10.		Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares		¨
11.		Percent of Class Represented by Amount in Row (9)               7.2%
12.		Type of Reporting Person               IN

 

 

---

CUSIP No. 23282W 10 0		13G		Page 10 of 36 pages.

 

1.		Name of Reporting Person I.R.S. Identification No. of Above Persons (Entities Only)               A. Grant Heidrich, III
2.		Check the Appropriate Box if a Member of a Group (a)  ¨ (b)  x
3.		SEC Use Only
4.		Citizenship or Place of Organization               U.S.

Number of Shares Beneficially Owned By Each Reporting Person With		5.    Sole Voting Power                   29,040   6.    Shared Voting Power                   1,875,113   7.    Sole Dispositive Power                   29,040   8.    Shared Dispositive Power                   1,875,113

9.		Aggregate Amount Beneficially Owned by Each Reporting Person               1,904,153
10.		Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares		¨
11.		Percent of Class Represented by Amount in Row (9)               6.7%
12.		Type of Reporting Person               IN

 

 

---

Item 1.

(a)

Name of Issuer:

Cytokinetics, Inc.

(b)

Address of Issuer’s Principal Executive Offices:

280 East Grand Avenue South San Francisco, CA 94080

Item 2.

(a)

Name of Persons Filing:

Mayfield IX, a Delaware Limited Partnership Mayfield IX Management, L.L.C. Mayfield Associates Fund IV, a Delaware Limited Partnership Yogen K. Dalal F. Gibson Myers, Jr. Kevin A. Fong William D. Unger Wendell G. Van Auken, III A. Grant Heidrich, III

(b)

Address of Principal Business Office:

c/o Mayfield Fund 2800 Sand Hill Road, Suite 250 Menlo Park, CA 94025

(c)

Citizenship:

Mayfield IX and Mayfield Associates Fund IV are Delaware limited partnerships. Mayfield IX Management, L.L.C. is a Delaware limited liability company. The individuals listed in Item 2(a) are U.S. citizens.

(d)

Title of Class of Securities:

Common Stock

(e)

CUSIP Number:

23282W 10 0

Item 3.

If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

Not applicable

 

Page 11 of 36 pages.

---

Item 4.		Ownership.
		The information regarding ownership as set forth in Items 5-9 of Pages 2-10 hereto, is hereby incorporated by reference.   For a summary of total ownership by all Reporting Persons, see Exhibit 3 hereto.
Item 5.		Ownership of Five Percent or Less of a Class.
		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  ¨.
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 or Control Person.
		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.
		Not applicable.

 

Page 12 of 36 pages.

---

SIGNATURES

 

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 14, 2005

 

 

 

Page 13 of 36 pages.

---

 

 

Page 14 of 36 pages.

---

EXHIBIT INDEX

Exhibit 1-		JOINT FILING AGREEMENT
Exhibit 2 -		POWERS OF ATTORNEY
Exhibit 3 -		OWNERSHIP SUMMARY

 

Page 15 of 36 pages.

EXHIBIT 1

 

JOINT FILING AGREEMENT

 

Pursuant to Rule 13d-1(k)(1)(iii), we the undersigned agree that the Schedule 13G, to which this Joint Filing Agreement is attached as Exhibit 1, is filed on behalf of each of us.

 

Date: February 14, 2005

 

 

Page 16 of 36 pages.

---

 

Page 17 of 36 pages.

EXHIBIT 2 – POWERS OF ATTORNEY

 

RESOLUTION OF SIGNATURE AUTHORITY

 

FOR JAMES T. BECK

 

This Resolution is formed and entered into as of the 1st day of May, 2000, by and among James T. Beck (“Beck”), Mayfield Associates Fund, a California limited partnership (“Associates”), Mayfield Associates Fund II, a California limited partnership (“Associates II”), Mayfield Associates Fund III, a California limited partnership (“Associates III”), Mayfield Associates Fund IV, a Delaware limited partnership (“Associates IV”), Mayfield Associates Fund V, a Delaware limited partnership (“Associates V”), Mayfield Associates Fund VI, a Delaware limited partnership (“Associates VI”), Mayfield III, a California limited partnership (“Mayfield III”), Mayfield IV, a California limited partnership (“Mayfield IV”), Mayfield V, a California limited partnership (“Mayfield V”), Mayfield VI Investment Partners, a California limited partnership (“Mayfield VI”), Mayfield VII, a California limited partnership (“Mayfield VII”), Mayfield VIII, a California limited partnership (“Mayfield VIII”), Mayfield IX, a Delaware limited partnership (“Mayfield IX”), Mayfield X, a Delaware limited partnership (“Mayfield X”), Mayfield XI, a Delaware limited partnership (“Mayfield XI”), Mayfield XI Qualified, a Delaware limited partnership (“Mayfield XI Qualified”), Mayfield Software Partners, a California partnership (“Mayfield Software Partners”), Mayfield Software Technology Partners, a California partnership (“Mayfield Software Technology Partners”), Mayfield Medical Partners, a California partnership (“Mayfield Medical Partners”), Mayfield Medical Partners 1992, a California partnership (“Mayfield Medical Partners 1992”), Mayfield V Management Partners, a California limited partnership (“Mayfield V Management”), Mayfield VI Management Partners, a California limited partnership (“Mayfield VI Management”), Mayfield VII Management Partners, a California limited partnership (“Mayfield VII Management”), Mayfield VIII Management, L.L.C., a Delaware limited liability company (“Mayfield VIII Management”), Mayfield IX Management, L.L.C., a Delaware limited liability company (“Mayfield IX Management”), Mayfield X Management, L.L.C., a Delaware limited liability company (“Mayfield X Management”), Mayfield XI Management, L.L.C., a Delaware limited liability company (“Mayfield XI Management”), Mayfield Principals Fund, L.L.C., a Delaware limited liability company (“Mayfield Principals Fund”), Mayfield Principals Fund II, L.L.C., a Delaware limited liability company (“Mayfield Principals Fund II”), MF Partners, a California partnership (“MF Partners”), Mayfield Partners, a California partnership (“Mayfield Partners”), Mayfield ‘94 Partners, a California limited partnership (“Mayfield ‘94 Partners”), Mayfield ‘96 Partners, a California limited partnership (“Mayfield ‘96 Partners’), Valley Partners I, a California partnership (“Valley Partners I”), Valley Partners II, a California partnership (“Valley Partners II”), Valley Partners III, a California partnership (“Valley Partners III”), and MUHL Partners, a California partnership (“MUHL Partners”) (with Associates, Associates II, Associates III, Associates IV, Associates V, Associates VI, Mayfield III, Mayfield IV, Mayfield V, Mayfield VI, Mayfield VII, Mayfield VIII, Mayfield IX, Mayfield X, Mayfield XI, Mayfield XI Qualified, Mayfield Software Partners, Mayfield Software Technology Partners, Mayfield Medical Partners, Mayfield Medical Partners 1992, Mayfield V Management, Mayfield VI Management, Mayfield VII Management, Mayfield VIII Management, Mayfield IX Management, Mayfield X Management, Mayfield XI Management, Mayfield Principals Fund, Mayfield Principals Fund II, MF Partners, Mayfield Partners, Mayfield ‘94 Partners, Mayfield ‘96 Partners, Valley Partners I, Valley Partners II, Valley Partners III, and MUHL Partners being

 

Page 18 of 36 pages.

---

hereinafter collectively referred to as the “Mayfield Entities”), and Mayfield Fund, L.L.C., a Delaware limited liability company (the “Company”), the service company with respect to the Mayfield Entities.

 

WITNESSETH

 

WHEREAS: The Company and the General Partners of the Mayfield Entities desire to empower the Controller of the Company, Beck, to take certain actions and to execute certain documents on behalf of the Company and the Mayfield Entities;

 

RESOLVED: Beck is authorized and empowered to open and maintain bank accounts, to deposit or withdrawal funds, to execute checks, and to take to any actions and execute any appropriate documents in connection therewith on behalf of the Company and the Mayfield Entities;

 

RESOLVED FURTHER: That Beck is authorized and empowered to take all other actions and execute all other documents necessary or appropriate to the day-to-day management of the Company and the Mayfield Entities, and to appoint Beck signing singly, as true and lawful attorney-in-fact to:

 

1. Execute for and on behalf of the undersigned, forms (including any amendments or supplements) relating to transactions in securities in which the undersigned may have a reporting obligation, in accordance with Section 16(a) or Section 13 of the Securities Exchange Act of 1934 and the rules thereunder and in connection with any applications for EDGAR access codes;

 

2. Do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete the execution of any such forms and the filing of such forms with the United States Securities and Exchange Commission and any other authority;

 

3. Take any other action on connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in his discretion.

 

The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary and proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as such attorney-in-fact might or could do if personally present, hereby ratifying and confirming all that such attorney-in-fact shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned’s responsibilities to comply with Section 16(a) or Section 13 of the Securities Exchange Act of 1934.

 

Page 19 of 36 pages.

---

IN WITNESS WHEREOF, the parties hereto have caused this Resolution to be executed as of the date first above written.

 

		/s/ James T. Beck
		James T. Beck
MAYFIELD FUND, L.L.C.
A DELAWARE LIMITED LIABILITY COMPANY
By:		/s/ Yogen K. Dalal
		Managing Member
MAYFIELD ASSOCIATES FUND,
A CALIFORNIA LIMITED PARTNERSHIP
By:		/s/ A. Grant Heidrich, III
		General Partner
MAYFIELD ASSOCIATES FUND II,
A CALIFORNIA LIMITED PARTNERSHIP
By:		/s/ A. Grant Heidrich, III
		General Partner

 

Page 20 of 36 pages.

---

MAYFIELD XI QUALIFIED,
A DELAWARE LIMITED PARTNERSHIP
By:		MAYFIELD XI MANAGEMENT, L.L.C.,
A DELAWARE LIMITED LIABILITY COMPANY
Its General Partner
By:		/s/ Yogen K. Dalal
		Managing Member
MAYFIELD SOFTWARE PARTNERS,
A CALIFORNIA PARTNERSHIP
By:		MAYFIELD VI INVESTMENT PARTNERS,
A CALIFORNIA LIMITED PARTNERSHIP
Its General Partner
By:		MAYFIELD VI MANAGEMENT PARTNERS,
A CALIFORNIA LIMITED PARTNERSHIP
General Partner of Mayfield VI Investment Partners
By:		/s/ F. Gibson Myers, Jr.
		General Partner
MAYFIELD SOFTWARE TECHNOLOGY PARTNERS, A CALIFORNIA PARTNERSHIP
By: MAYFIELD VI INVESTMENT PARTNERS,
A CALIFORNIA LIMITED PARTNERSHIP Its General Partner
By: MAYFIELD VI MANAGEMENT PARTNERS, A CALIFORNIA LIMITED PARTNERSHIP General Partner of Mayfield VI Investment Partners
By:		/s/ F. Gibson Myers, Jr.
		General Partner

 

Page 21 of 36 pages.

---

MAYFIELD MEDICAL PARTNERS,
A CALIFORNIA PARTNERSHIP
By: MAYFIELD VI INVESTMENT PARTNERS, A CALIFORNIA LIMITED PARTNERSHIP Its General Partner
By: MAYFIELD VI MANAGEMENT PARTNERS, A CALIFORNIA LIMITED PARTNERSHIP General Partner of Mayfield VI Investment Partners
By:		/s/ F. Gibson Myers, Jr.
		General Partner
MAYFIELD MEDICAL PARTNERS 1992,
A CALIFORNIA PARTNERSHIP
By: MAYFIELD VII, A CALIFORNIA LIMITED PARTNERSHIP Its General Partner
By: MAYFIELD VII MANAGEMENT PARTNERS, A CALIFORNIA LIMITED PARTNERSHIP General Partner of Mayfield VII
By:		/s/ F. Gibson Myers, Jr.
		General Partner
MAYFIELD V MANAGEMENT PARTNERS, A CALIFORNIA LIMITED PARTNERSHIP
By:		/s/ F. Gibson Myers, Jr.
		General Partner

 

Page 22 of 36 pages.

---

MAYFIELD VI MANAGEMENT PARTNERS, A CALIFORNIA LIMITED PARTNERSHIP
By:		/s/ F. Gibson Myers, Jr.
		General Partner
MAYFIELD VII MANAGEMENT PARTNERS, A CALIFORNIA LIMITED PARTNERSHIP
By:		/s/ F. Gibson Myers, Jr.
		General Partner
MAYFIELD VIII MANAGEMENT, L.L.C., A DELAWARE LIMITED LIABILITY COMPANY
By:		/s/ Yogen K. Dalal
		Managing Member
MAYFIELD IX MANAGEMENT, L.L.C., A DELAWARE LIMITED LIABILITY COMPANY
By:		/s/ Yogen K. Dalal
		Managing Member
MAYFIELD X MANAGEMENT, L.L.C., A DELAWARE LIMITED LIABILITY COMPANY
By:		/s/ Yogen K. Dalal
		Managing Member

 

Page 23 of 36 pages.

---

MAYFIELD PRINCIPALS FUND, L.L.C., A DELAWARE LIMITED LIABILITY COMPANY
By: MAYFIELD X MANAGEMENT, L.L.C., A DELAWARE LIMITED LIABILITY COMPANY Its Managing Director
By:		/s/ Yogen K. Dalal
		Managing Member
MAYFIELD PRINCIPALS FUND II, L.L.C., A DELAWARE LIMITED LIABILITY COMPANY
By: MAYFIELD XI MANAGEMENT, L.L.C., A DELAWARE LIMITED LIABILITY COMPANY Its Managing Director
By:		/s/ Yogen K. Dalal
		Managing Member
MAYFIELD PARTNERS, A CALIFORNIA PARTNERSHIP
By:		/s/ F. Gibson Myers, Jr.
		General Partner
MAYFIELD ‘94 PARTNERS, A CALIFORNIA LIMITED PARTNERSHIP
By:		/s/ F. Gibson Myers, Jr.
		General Partner

 

Page 24 of 36 pages.

---

MAYFIELD ‘96 PARTNERS,
A CALIFORNIA LIMITED PARTNERSHIP
By:		/s/ F. Gibson Myers, Jr.
		General Partner
MF PARTNERS,
A CALIFORNIA PARTNERSHIP
By:		/s/ F. Gibson Myers, Jr.
		General Partner
MUHL PARTNERS,
A CALIFORNIA PARTNERSHIP
By:		/s/ F. Gibson Myers, Jr.
		General Partner
VALLEY PARTNERS,
A CALIFORNIA PARTNERSHIP
By:		/s/ F. Gibson Myers, Jr.
		General Partner
VALLEY PARTNERS II,
A CALIFORNIA PARTNERSHIP
By:		/s/ F. Gibson Myers, Jr.
		General Partner
VALLEY PARTNERS III,
A CALIFORNIA PARTNERSHIP

 

Page 25 of 36 pages.

---

By:		/s/ Yogen K. Dalal
		General Partner
MAYFIELD ASSOCIATES FUND III,
A CALIFORNIA LIMITED PARTNERSHIP
By:		MAYFIELD VIII MANAGEMENT, L.L.C.,
A DELAWARE LIMITED LIABILITY COMPANY
Its General Partner
By:		/s/ Yogen K. Dalal
		Managing Member
MAYFIELD ASSOCIATES FUND IV,
A DELAWARE LIMITED PARTNERSHIP
By:		MAYFIELD IX MANAGEMENT, L.L.C.,
A DELAWARE LIMITED LIABILITY COMPANY
Its General Partner
By:		/s/ Yogen K. Dalal
		Managing Member
MAYFIELD ASSOCIATES FUND V,
A DELAWARE LIMITED PARTNERSHIP
By:		MAYFIELD X MANAGEMENT, L.L.C.,
A DELAWARE LIMITED LIABILITY COMPANY
Its General Partner
By:		/s/ Yogen K. Dalal
		Managing Member

 

Page 26 of 36 pages.

---

MAYFIELD ASSOCIATES FUND VI,
A DELAWARE LIMITED PARTNERSHIP
By:		MAYFIELD XI MANAGEMENT, L.L.C.,
A DELAWARE LIMITED COMPANY
Its General Partner
By:		/s/ Yogen K. Dalal
		Managing Member
MAYFIELD III,
A CALIFORNIA LIMITED PARTNERSHIP
By:		/s/ F. Gibson Myers, Jr.
		General Partner
MAYFIELD IV,
A CALIFORNIA LIMITED PARTNERSHIP
By:		/s/ F. Gibson Myers, Jr.
		General Partner
MAYFIELD V,
A CALIFORNIA LIMITED PARTNERSHIP
By:		MAYFIELD V MANAGEMENT PARTNERS,
A CALIFORNIA LIMITED PARTNERSHIP
Its General Partner
By:		/s/ F. Gibson Myers, Jr.
		General Partner
MAYFIELD VI INVESTMENT PARTNERS,
A CALIFORNIA LIMITED PARTNERSHIP
By: MAYFIELD VI MANAGEMENT PARTNERS, A CALIFORNIA LIMITED COMPANY Its General Partner

 

Page 27 of 36 pages.

---

By:		/s/ F. Gibson Myers, Jr.
		General Partner
MAYFIELD VII, A CALIFORNIA LIMITED PARTNERSHIP
By: MAYFIELD VII MANAGEMENT PARTNERS, A CALIFORNIA LIMITED PARTNERSHIP Its General Partner
By:		/s/ F. Gibson Myers, Jr.
		General Partner
MAYFIELD VIII, A CALIFORNIA LIMITED PARTNERSHIP
By: MAYFIELD VIII MANAGEMENT, L.L.C., A DELAWARE LIMITED LIABILITY COMPANY
Its General Partner
By:		/s/ Yogen K. Dalal
		Managing Member

 

Page 28 of 36 pages.

---

MAYFIELD IX, A DELAWARE LIMITED PARTNERSHIP
By: MAYFIELD IX MANAGEMENT, L.L.C., A DELAWARE LIMITED LIABILITY COMPANY Its General Partner
By:		/s/ Yogen K. Dalal
		Managing Member
MAYFIELD X, A DELAWARE LIMITED PARTNERSHIP
By: MAYFIELD X MANAGEMENT, L.L.C., A DELAWARE LIMITED LIABILITY COMPANY Its General Partner
By:		/s/ Yogen K. Dalal
		Managing Member
MAYFIELD XI, A DELAWARE LIMITED PARTNERSHIP
By: MAYFIELD XI MANAGEMENT, L.L.C., A DELAWARE LIMITED LIABILITY COMPANY Its General Partner
By:		/s/ Yogen K. Dalal
		Managing Member

 

Page 29 of 36 pages.

---

POWER OF ATTORNEY

 

For Executing Securities and Exchange Commission Filings

 

Known all by these present, that the undersigned hereby constitutes and appoints James T. Beck signing singly, his or her true and lawful attorney-in-fact to:

 

1. Execute for and on behalf of the undersigned (both in the undersigned’s individual capacity and as a member of any limited liability company, a partner of any limited or general partnership, an officer, director or stockholder of any corporation or otherwise as an authorized signatory of any entity for which the undersigned is authorized to sign) forms (including any amendments or supplements) relating to transactions in securities in which the undersigned, individually or by entities controlled by Mayfield Fund and its affiliates, may have a reporting obligation, in accordance with Section 16(a) or Section 13 of the Securities Exchange Act of 1934 and the rules thereunder and in connection with any applications for EDGAR access codes;

 

2. Do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete the execution of any such forms and the filing of such forms with the United States Securities and Exchange Commission and any other authority;

 

3. Take any other action on connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in his discretion.

 

The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary and proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as such attorney-in-fact might or could do if personally present, hereby ratifying and confirming all that such attorney-in-fact shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned’s responsibilities to comply with Section 16(a) or Section 13 of the Securities Exchange Act of 1934.

 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as this 22nd day of May 2000.

 

 

Page 30 of 36 pages.

---

POWER OF ATTORNEY

 

For Executing Securities and Exchange Commission Filings

 

Known all by these present, that the undersigned hereby constitutes and appoints James T. Beck signing singly, his or her true and lawful attorney-in-fact to:

 

1. Execute for and on behalf of the undersigned (both in the undersigned’s individual capacity and as a member of any limited liability company, a partner of any limited or general partnership, an officer, director or stockholder of any corporation or otherwise as an authorized signatory of any entity for which the undersigned is authorized to sign) forms (including any amendments or supplements) relating to transactions in securities in which the undersigned, individually or by entities controlled by Mayfield Fund and its affiliates, may have a reporting obligation, in accordance with Section 16(a) or Section 13 of the Securities Exchange Act of 1934 and the rules thereunder and in connection with any applications for EDGAR access codes;

 

2. Do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete the execution of any such forms and the filing of such forms with the United States Securities and Exchange Commission and any other authority;

 

3. Take any other action on connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in his discretion.

 

The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary and proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as such attorney-in-fact might or could do if personally present, hereby ratifying and confirming all that such attorney-in-fact shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned’s responsibilities to comply with Section 16(a) or Section 13 of the Securities Exchange Act of 1934.

 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as this 22nd day of May 2000.

 

 

 

Page 31 of 36 pages.

---

POWER OF ATTORNEY

 

For Executing Securities and Exchange Commission Filings

 

Known all by these present, that the undersigned hereby constitutes and appoints James T. Beck signing singly, his or her true and lawful attorney-in-fact to:

 

1. Execute for and on behalf of the undersigned (both in the undersigned’s individual capacity and as a member of any limited liability company, a partner of any limited or general partnership, an officer, director or stockholder of any corporation or otherwise as an authorized signatory of any entity for which the undersigned is authorized to sign) forms (including any amendments or supplements) relating to transactions in securities in which the undersigned, individually or by entities controlled by Mayfield Fund and its affiliates, may have a reporting obligation, in accordance with Section 16(a) or Section 13 of the Securities Exchange Act of 1934 and the rules thereunder and in connection with any applications for EDGAR access codes;

 

2. Do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete the execution of any such forms and the filing of such forms with the United States Securities and Exchange Commission and any other authority;

 

3. Take any other action on connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in his discretion.

 

The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary and proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as such attorney-in-fact might or could do if personally present, hereby ratifying and confirming all that such attorney-in-fact shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned’s responsibilities to comply with Section 16(a) or Section 13 of the Securities Exchange Act of 1934.

 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as this 22nd day of May 2000.

 

 

 

Page 32 of 36 pages.

---

POWER OF ATTORNEY

 

For Executing Securities and Exchange Commission Filings

 

Known all by these present, that the undersigned hereby constitutes and appoints James T. Beck signing singly, his or her true and lawful attorney-in-fact to:

 

1. Execute for and on behalf of the undersigned (both in the undersigned’s individual capacity and as a member of any limited liability company, a partner of any limited or general partnership, an officer, director or stockholder of any corporation or otherwise as an authorized signatory of any entity for which the undersigned is authorized to sign) forms (including any amendments or supplements) relating to transactions in securities in which the undersigned, individually or by entities controlled by Mayfield Fund and its affiliates, may have a reporting obligation, in accordance with Section 16(a) or Section 13 of the Securities Exchange Act of 1934 and the rules thereunder and in connection with any applications for EDGAR access codes;

 

2. Do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete the execution of any such forms and the filing of such forms with the United States Securities and Exchange Commission and any other authority;

 

3. Take any other action on connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in his discretion.

 

The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary and proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as such attorney-in-fact might or could do if personally present, hereby ratifying and confirming all that such attorney-in-fact shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned’s responsibilities to comply with Section 16(a) or Section 13 of the Securities Exchange Act of 1934.

 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as this 22nd day of May 2000.

 

 

 

Page 33 of 36 pages.

---

POWER OF ATTORNEY

 

For Executing Securities and Exchange Commission Filings

 

Known all by these present, that the undersigned hereby constitutes and appoints James T. Beck signing singly, his or her true and lawful attorney-in-fact to:

 

1. Execute for and on behalf of the undersigned (both in the undersigned’s individual capacity and as a member of any limited liability company, a partner of any limited or general partnership, an officer, director or stockholder of any corporation or otherwise as an authorized signatory of any entity for which the undersigned is authorized to sign) forms (including any amendments or supplements) relating to transactions in securities in which the undersigned, individually or by entities controlled by Mayfield Fund and its affiliates, may have a reporting obligation, in accordance with Section 16(a) or Section 13 of the Securities Exchange Act of 1934 and the rules thereunder and in connection with any applications for EDGAR access codes;

 

2. Do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete the execution of any such forms and the filing of such forms with the United States Securities and Exchange Commission and any other authority;

 

3. Take any other action on connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in his discretion.

 

The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary and proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as such attorney-in-fact might or could do if personally present, hereby ratifying and confirming all that such attorney-in-fact shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned’s responsibilities to comply with Section 16(a) or Section 13 of the Securities Exchange Act of 1934.

 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as this 22nd day of May 2000.

 

 

 

Page 34 of 36 pages.

---

POWER OF ATTORNEY

 

For Executing Securities and Exchange Commission Filings

 

Known all by these present, that the undersigned hereby constitutes and appoints James T. Beck signing singly, his or her true and lawful attorney-in-fact to:

 

1. Execute for and on behalf of the undersigned (both in the undersigned’s individual capacity and as a member of any limited liability company, a partner of any limited or general partnership, an officer, director or stockholder of any corporation or otherwise as an authorized signatory of any entity for which the undersigned is authorized to sign) forms (including any amendments or supplements) relating to transactions in securities in which the undersigned, individually or by entities controlled by Mayfield Fund and its affiliates, may have a reporting obligation, in accordance with Section 16(a) or Section 13 of the Securities Exchange Act of 1934 and the rules thereunder and in connection with any applications for EDGAR access codes;

 

2. Do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete the execution of any such forms and the filing of such forms with the United States Securities and Exchange Commission and any other authority;

 

3. Take any other action on connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in his discretion.

 

The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary and proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as such attorney-in-fact might or could do if personally present, hereby ratifying and confirming all that such attorney-in-fact shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned’s responsibilities to comply with Section 16(a) or Section 13 of the Securities Exchange Act of 1934.

 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as this 22nd day of May 2000.

 

 

Page 35 of 36 pages.

EXHIBIT 3

 

Name of Reporting Person		Number of Shares (Direct) (5)			Number of Shares (Indirect)			Percent of Class Beneficially Owned (1)
Mayfield IX, a Delaware Limited Partnership		1,781,358	(2)		-0-			6.3	%
Mayfield IX Management, L.L.C.		-0-			1,875,113	(2)(3)		6.6	%
Mayfield Associates Fund IV, a Delaware Limited Partnership		93,755	(3)		-0-			0.3	%
Yogen K. Dalal		-0-			2,031,713	(4)(6)		7.2	%
F. Gibson Myers, Jr.		-0-			2,031,713	(4)(6)		7.2	%
Kevin A. Fong		-0-			2,031,713	(4)(6)		7.2	%
William D. Unger		-0-			2,031,713	(4)(6)		7.2	%
Wendell G. Van Auken, III		-0-			2,031,713	(4)(6)		7.2	%
A. Grant Heidrich, III		29,040	(7)		1,875,113	(4)		6.7	%
Cell Trust		142,895						0.5	%
Cell Trust II		13,705
Total		2,060,753						7.3	%

---

(1)	The respective percentages set forth in this column were obtained by dividing the number of shares by the aggregate number of shares outstanding as reported in the Issuer’s Form 10-Q for the period ended September 30, 2004.

(2)	Represents shares held directly by Mayfield IX, of which Mayfield IX Management, L.L.C. is the sole General Partner.

(3)	Represents shares held directly by Mayfield Associates Fund IV, of which Mayfield IX Management, L.L.C. is the sole General Partner.

(4)

Includes shares held directly by Mayfield IX and Mayfield Associates Fund IV. The individual Reporting Persons listed are Managing Directors of Mayfield IX Management, L.L.C., which is the sole general partner of Mayfield IX and Mayfield Associates Fund IV. The individual Reporting Persons may be deemed to have shared voting and dispositive power over the shares which are or may be deemed to be beneficially owned by Mayfield IX Management, Mayfield IX and Mayfield Associates Fund IV, but disclaim such beneficial ownership.

(5)	Each individual Reporting Person expressly disclaims that he or she is the beneficial owner of any shares which are held by any other individual Reporting Person in his or her individual capacity.

(6)

Includes 142,895 shares held in Cell Trust and 13,705 shares held in Cell Trust II, each a trust for which the individual Reporting Persons, other than Mr. Heidrich, serve as trustees, and for each of which the individual Reporting Persons or their family trusts, other than Mr. Heidrich, are trustors and beneficiaries. The individual Reporting Persons, other than Mr. Heidrich, may be deemed to have shared voting and dispositive power over the shares held in Cell Trust and Cell Trust II, but disclaim such beneficial ownership.

(7)	Represents shares held directly by the A. Grant and Jeanette Y. Heidrich Community Property Trust, of which Mr. Heidrich is a trustee and a beneficial owner.

 

Page 36 of 36 pages.