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SEC FORM 3/A 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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OMB Number: 3235-0104
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1. Name and Address of Reporting Person*
Flynn James E
(Last) (First) (Middle)
780 THIRD AVENUE
37TH FLOOR
(Street)
NEW YORK NY 10017
(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
01/31/2006 		3. Issuer Name and Ticker or Trading Symbol
DYNAVAX TECHNOLOGIES CORP [ DVAX ]
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)
02/08/2006
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)
Common Stock 993,599(2) I(1) Through Deerfield Partners, L.P.(3)
Common Stock 245,000(2) I(1) Through Deerfield Special Situations Fund, L.P.(3)
Common Stock 1,306,401(2) I(1) Through Deerfield International Limited(4)
Common Stock 455,000(2) I(1) Through Deerfield Special Situations Fund International Limited(4)
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
1. Name and Address of Reporting Person*
Flynn James E
(Last) (First) (Middle)
780 THIRD AVENUE
37TH FLOOR
(Street)
NEW YORK NY 10017
(City) (State) (Zip)
1. Name and Address of Reporting Person*
DEERFIELD CAPITAL LP
(Last) (First) (Middle)
780 THIRD AVENUE
37TH FLOOR
(Street)
NEW YORK NY 10017
(City) (State) (Zip)
1. Name and Address of Reporting Person*
DEERFIELD PARTNERS, LP
(Last) (First) (Middle)
780 THIRD AVENUE
37TH FLOOR
(Street)
NEW YORK NY 10017
(City) (State) (Zip)
1. Name and Address of Reporting Person*
Deerfield Special Situations Fund, L.P.
(Last) (First) (Middle)
780 3RD AVENUE
37TH FLOOR
(Street)
NEW YORK NY 10017
(City) (State) (Zip)
1. Name and Address of Reporting Person*
DEERFIELD MANAGEMENT CO /NY
(Last) (First) (Middle)
780 THIRD AVENUE, 37TH FLOOR
(Street)
NEW YORK NY 10017
(City) (State) (Zip)
1. Name and Address of Reporting Person*
DEERFIELD INTERNATIONAL LTD
(Last) (First) (Middle)
C/O HEMISPHERE MANAGEMENT (B.V.I.)
COLUMBUS CENTRE, P.O. BOX 3460
(Street)
ROAD TOWN, TORTOLA D8 D8 -
(City) (State) (Zip)
1. Name and Address of Reporting Person*
Deerfield Special Situations Fund International LTD
(Last) (First) (Middle)
C/O HEMISPHERE MANAGEMENT (B.V.I.)
COLUMBUS CENTRE, P.O. BOX 3460
(Street)
ROAD TOWN, TORTOLA D8 -
(City) (State) (Zip)
Explanation of Responses:
1. This report is being filed to add the entities listed on the Joint Filer Information Statement attached as an exhibit hereto (collectively with the undersigned, the "Reporting Persons") as reporting persons under the Form 3 and the two Forms 4 filed by James E. Flynn on 2/8/06 and the Form 4 filed by James E. Flynn on 2/10/06. By signing below and filing this statement, each of the entities listed on the Joint Filer Information Statement are deemed to have executed and filed the aforementioned reports jointly with James E. Flynn.
2. Reflects number of shares owned immediately following the event that required the filing of this statement.
3. Deerfield Capital, L.P. is the general partner of Deerfield Partners, L.P. and Deerfield Special Situations Fund, L.P. (the "Domestic Funds"). James E. Flynn is the managing member of the general partner of Deerfield Capital, L.P. In accordance with Instruction 5(b)(iv) to Form 3, the entire amount of the Issuer's securities held by the Domestic Funds is reported herein. For purposes of Section 16 of the Securities Exchange Act of 1934, each Reporting Person disclaims beneficial ownership of any such securities, except to the extent of his/its indirect pecuniary interest therein, if any, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or otherwise.
4. Deerfield Management Company, L.P. is the investment manager of Deerfield International Limited and Deerfield Special Situations Fund International Limited (the "Offshore Funds"). James E. Flynn is the managing member of the general partner of Deerfield Management Company, L.P. In accordance with Instruction 5(b)(iv) to Form 3, the entire amount of the Issuer's securities held by the Offshore Fund is reported herein. For purposes of Section 16 of the Securities Exchange Act of 1934, each Reporting Person disclaims beneficial ownership of any such securities, except to the extent of his/its indirect pecuniary interest therein, if any, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or otherwise.
/s/ James E. Flynn 03/06/2006
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
                             Joint Filer Information

Names: Deerfield  Capital L.P.,  Deerfield  Partners,  L.P.,
       Deerfield  Special  Situations  Fund,  L.P.,
       Deerfield Management Company, L.P.,
       Deerfield International Limited,
       Deerfield Special Situations Fund International Limited

Address: Deerfield  Capital,  L.P.,  Deerfield  Partners,  L.P.,
         Deerfield  Special  Situations Fund, L.P.,
         Deerfield Management Company, L.P:
         780 Third Avenue, 37th Floor
         New York, NY  10017

         Deerfield International Limited, Deerfield Special Situations Fund
         International Limited:
         c/o Hemisphere Management (B.V.I.) Limited
         Bison Court, Columbus Centre, P.O. Box 3460
         Road Town, Tortola
         British Virgin Islands

Designated Filer: James E. Flynn

Issuer and Ticker Symbol: Dynavax Technologies Corp. (DVAX)

Date of Event Requiring Statement: January 31, 2006

The undersigned, Deerfield Capital, L.P., Deerfield Partners, L.P., Deerfield
Special Situations Fund, L.P., Deerfield Management Company, L.P., Deerfield
International Limited and Deerfield Special Situations Fund International
Limited are jointly filing the attached amended Initial Statement of Beneficial
Ownership on Form 3 with James E. Flynn with respect to the beneficial ownership
of securities of Inspire Pharmaceuticals, Inc.

Signatures:

DEERFIELD CAPITAL, L.P.

By: J.E. Flynn Capital LLC, General Partner


By: /s/ James E. Flynn
    -----------------------------------------
    James E. Flynn, Managing Member


DEERFIELD PARTNERS, L.P.

By: Deerfield Capital, L.P.

By: J.E. Flynn Capital LLC, General Partner


By: /s/ James E. Flynn
    -----------------------------------------
    James E. Flynn, Managing Member



DEERFIELD SPECIAL SITUATIONS FUND, L.P.

By: Deerfield Capital, L.P.

By: J.E. Flynn Capital LLC, General Partner


By: /s/ James E. Flynn
    -----------------------------------------
    James E. Flynn, Managing Member


DEERFIELD MANAGEMENT COMPANY, L.P.

By: Flynn Management LLC, General Partner


By: /s/ James E. Flynn
    -----------------------------------------
    James E. Flynn, Managing Member


DEERFIELD INTERNATIONAL LIMITED

By: Deerfield Management Company

By: Flynn Management LLC, General Partner


By: /s/ James E. Flynn
    -----------------------------------------
    James E. Flynn, Managing Member


DEERFIELD SPECIAL SITUATIONS FUND INTERNATIONAL LIMITED

By: Deerfield Management Company

By: Flynn Management LLC, General Partner


By: /s/ James E. Flynn
    -----------------------------------------
    James E. Flynn, Managing Member