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SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person*
ORBIMED ASIA GP, LP

(Last) (First) (Middle)
767 THIRD AVENUE
30TH FLOOR

(Street)
NEW YORK NY 10017

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
04/30/2010
3. Issuer Name and Ticker or Trading Symbol
Kun Run Biotechnology, Inc. [ KURU.OB ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Preferred Stock(1)(5) 5,228,758 I By Caduceus Asia Partners, L.P.
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Warrant to Purchase Series A Preferred Stock(1)(6) (3) (4) Common Stock 1,568,627 (2) I(2) By Caduceus Asia Partners, L.P.
1. Name and Address of Reporting Person*
ORBIMED ASIA GP, LP

(Last) (First) (Middle)
767 THIRD AVENUE
30TH FLOOR

(Street)
NEW YORK NY 10017

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
ORBIMED ADVISORS LLC

(Last) (First) (Middle)
767 THIRD AVENUE
30TH FLOOR

(Street)
NEW YORK NY 10017

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
OrbiMed Advisors Ltd

(Last) (First) (Middle)
767 THIRD AVENUE
30TH FLOOR

(Street)
NEW YORK NY 10017

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
ISALY SAMUEL D

(Last) (First) (Middle)
767 THIRD AVENUE
30TH FLOOR

(Street)
NEW YORK NY 10017

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. Under the terms of the Securities Purchase Agreement dated 4/17/10, Caduceus Asia Partners, L.P. purchased up to $8,000,000 of units of the Issuer at a purchase price of $1.53 per share. Each unit is comprised of (i) 1 share of Series A Preferred Stock and (ii) one warrant to purchase 0.30 of a share of Series A Preferred Stock.
2. Shares are held by Caduceus Asia Partners, L.P. ("Caduceus"). OrbiMed Asia GP, LP ("OrbiMed Asia"), the general partner of Caduceus, OrbiMed Advisors LLC ("OrbiMed Advisors"), the ultimate beneficial owner of the shares, Samuel D. Isaly, Managing Partner of OrbiMed Advisors, and OrbiMed Advisors Limited, may be deemed to share voting and dispositive power over the shares held by Caduceus. Such persons and entities disclaim beneficial ownership of shares held by Caduceus except to the extent of any pecuniary interest therein.
3. Warrant shares are exercisable only if the Issuer fails to achieve thresholds of net income before certain expenses in its audited income statement for the 2010 fiscal year.
4. Expiration Date of the Warrant Agreement is the earlier of (i) April 15, 2016 or (ii) the date of the Company's achievement of the 2010 Net Income Milestone.
5. Shares of Issuer's Series A Preferred Stock are currently convertible into shares of the Issuer's Common Stock on a 1:1 basis.
6. Shares of Issuer's Series A Preferred Stock issuable upon exercise of the Warrant to purchase shares of Series A Preferred Stock are currently convertible into shares of the Issuer's Common Stock on a 1:1 basis.
/s/ Samuel D. Isaly, Managing Partner, OrbiMed Asia, GP, LP 05/10/2010
/s/Samuel D. Isaly, Managing Partner, OrbiMed Advisors LLC ("GP") 05/10/2010
/s/ Samuel D. Isaly, Managing Partner, OrbiMed Advisors Limited 05/10/2010
/s/ Samuel D. Isaly 05/10/2010
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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