13G Filing: Biotechnology Value Fund L P and Arqule Inc (ARQL)

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Item 2(d). Title of Class of Securities:

Common Stock, par value $0.01 per share (the “Common
Stock”)

Item 2(e). CUSIP Number:

04269E107

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:
/x/ Not applicable.
(a) / / Broker or dealer registered under Section 15 of the Exchange Act.
(b) / / Bank as defined in Section 3(a)(6) of the Exchange Act.
(c) / / Insurance company as defined in Section 3(a)(19) of the Exchange Act.
(d) / / Investment company registered under Section 8 of the Investment Company Act.
(e) / / An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).
(f) / / An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F).
(g) / / A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G).
(h) / / A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.
(i) / / A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act.
(j) / / Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
(k) / / Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____
Item 4. Ownership
(a) Amount beneficially owned:

On October 11, 2017, the Reporting
Persons participated in a private placement (the “Private Placement”) with the Issuer. Pursuant to the Private Placement,
the Reporting Persons acquired in the aggregate 9,037,054 Shares of Common Stock and warrants (the “Warrants”) exercisable
for an aggregate of 2,439,932 Shares of Common Stock. Pursuant to the Private Placement, the Warrants are subject to an exercise
limitation, and may not be exercised if, after such exercise, the Reporting Persons would beneficially own in the aggregate, as
determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, more than 19.9% of the number of shares of
Common Stock then issued and outstanding. Such Warrants have an initial exercise price of $1.75 per Share, subject to adjustment
pursuant to the terms of the Warrants, and expire on October 11, 2021. As of October 16, 2017, the warrant exercise limitation
described in the prior sentence limits the aggregate exercise of the Warrants by the Reporting Persons to 1,115,932 out of the
2,439,932 shares of Common Stock underlying the Warrants owned by the Reporting Persons in the aggregate. In providing beneficial
ownership described herein, the Reporting Persons have assumed 1,115,932 of the 1,201,053 warrants owned by BVF would be exercised.
BVF2 holds warrants to purchase 823,231 additional shares which are excluded herein as a result of the 19.9% limitation. BVTOS
holds warrants to purchase 199,687 additional shares which are excluded herein as a result of the 19.9% limitation. The Reporting
Persons through certain managed accounts holds warrants to purchase 215,961 additional shares which are excluded herein as a result
of the 19.9% limitation.

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