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Use of Proceeds

We estimate that the net proceeds we will receive from the sale of 
3,750,000 shares of our common stock in this offering will be approximately 
$47.3 million, or approximately $54.6 million if the underwriters fully 
exercise their over-allotment option, in each case at the initial public 
offering price of $14.00 per share after deducting underwriting discounts and 
commissions and estimated offering expenses payable by us. 

      We anticipate using the net proceeds from this offering for research and 
development activities, including clinical trials for our lead product 
candidate, working capital and other general corporate purposes. Pending such 
uses, we plan to invest the net proceeds of the offering in short-term, 
interest bearing investment grade securities. After completion of the offering 
made by this prospectus, we anticipate that our annual research and development 
expense will increase to approximately $25 million to $30 million, with the 
majority of these costs incurred in connection with our Phase III clinical 
program for AI-700. 

      The amount and timing of our actual expenditures will depend on numerous 
factors, including the progress of our research and development activities and 
clinical trials, the number and breadth of our product development programs, 
our ability to establish and maintain corporate collaborations and other 
arrangements and the amount of cash, if any, generated by our operations. In 
addition, a portion of the net proceeds may be used for the acquisition of 
businesses, products and technologies that are complementary to our own, 
although we currently do not have any understandings, commitments or agreements 
with respect to acquisitions. We will retain broad discretion in the allocation 
and use of the net proceeds of this offering. 

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