1
As filed with the Securities and Exchange Commission on August 6, 2001
REGISTRATION NO.
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================================================================================

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

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ESPERION THERAPEUTICS, INC.
(Exact name of registrant as specified in its charter)
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DELAWARE 38-3419139
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)

3621 South State Street
695 KMS Place
Ann Arbor, Michigan 48108
(734) 332-0506

(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
---------------------
ROGER S. NEWTON, PH.D.
ESPERION THERAPEUTICS, INC.
3621 S. STATE STREET
695 KMS PLACE
ANN ARBOR, MICHIGAN 48108
(734) 332-0506
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
---------------------
Copies to:
LINDA L. GRIGGS, ESQ.
MORGAN, LEWIS & BOCKIUS LLP
1800 M STREET, NW
WASHINGTON, DC 20036
(202) 467-7000

Approximate date of commencement of proposed sale to the public: At
such time or times after the effective date of this Registration Statement as
the Selling Stockholders shall determine.

If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. | |

If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans check the following box. |X|

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. | |

If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier registration statement for the
same offering. | |

If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. | |

CALCULATION OF REGISTRATION FEE

==================================================================================================================================
Proposed Maximum Proposed Maximum Amount of
Title of Each Class Of Amount To Be Offering Aggregate Offering Registration
Securities To Be Registered Registered Price Per Share Price Fee
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Common Stock, par value $.001 per share 4,044,842 (1) $7.46 (2) $30,174,521.32 (2) $7,544.00
==================================================================================================================================

(1) Pursuant to Rule 416(a), the number of shares being registered shall be
adjusted to include any additional shares which may become issuable as
a result of stock splits, stock dividends, or similar transactions.
(2) Estimated pursuant to Rule 457(c) solely for purposes of calculating
the amount of the registration fee, based upon the average of the
reported high and low sales prices for the Common Stock as reported on
the Nasdaq Stock Market on August 3, 2001

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SECTION 8(A), MAY DETERMINE.

================================================================================
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[ESPERION LOGO]

4,044,842 SHARES OF COMMON STOCK

ESPERION THERAPEUTICS, INC.

This prospectus is part of a registration statement that covers
4,044,842 shares (the "Shares") of common stock of Esperion Therapeutics, Inc.
("Esperion" or the "Company"), par value $.001 per share (the "Common Stock").
These Shares may be offered and sold from time to time by certain of our
stockholders (the "Selling Stockholders"). We will not receive any proceeds from
the sale of these Shares.

Our Common Stock is traded on the Nasdaq National Market of The Nasdaq
Stock Market under the symbol ESPR. The average of the high and low prices of
the Common Stock as reported on the Nasdaq National Market on August 3, 2001 was
$7.46 per share.

An investment in our Common Stock involves risks. For a discussion of
certain factors that should be considered in evaluating an investment in the
Shares, see "Risk Factors," beginning on page 7.

- --------------------------------------------------------------------------------
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
- --------------------------------------------------------------------------------

THE DATE OF THIS PROSPECTUS IS AUGUST [ ], 2001

You should rely only on the information included or incorporated by
reference to this prospectus and in any accompanying prospectus supplement. No
one has been authorized to provide you with different information.

The Shares are not being offered in any jurisdiction where the offer
is not permitted.

You should not assume that the information in this prospectus or any
prospectus supplement is accurate as of any date other than the date on the
front of the prospectus or prospectus supplement.

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TABLE OF CONTENTS

The Company....................................................... 3

Information Available About the Company........................... 5

Documents Incorporated by Reference............................... 5

Forward-Looking Statements........................................ 6

Risk Factors...................................................... 7

Use of Proceeds...................................................16

Selling Stockholders..............................................16

Plan of Distribution..............................................18

Experts...........................................................19

THE COMPANY

Esperion Therapeutics, Inc. is a biopharmaceutical company dedicated to
the discovery and development of products for the treatment of cardiovascular
and metabolic diseases. We began operations in May 1998 and became a public
company in August 2000 with the closing of our initial public offering.

We have focused our initial drug development and discovery activities
on a novel class of drugs to treat acute and chronic cardiovascular and
metabolic diseases. We intend to commercialize a novel class of drugs that focus
on a new treatment approach that we call "HDL Therapy," which is based upon our
understanding of high density lipoprotein, or HDL, function. Through HDL Therapy
we intend to exploit the beneficial properties of HDL in cardiovascular and
metabolic diseases with a portfolio of product candidates. Currently, we are
working on five product candidates: LUV, AIM, RLT Peptide, ProApoA-I and HDL
Elevators. Each of our product candidates is designed to enhance the naturally
occurring processes in the body that remove excess cholesterol from arterial
walls. We initiated clinical trials with two of our product candidates, LUV and
AIM, in 2000. In 2001, we expanded the clinical programs for these two product
candidates and we expect to initiate clinical testing on at least one other
product candidate during the second half of 2001.

Our product development to date has used in vitro assays, testing
procedures performed outside the body, animal models, which we believe are
appropriate at this stage of development, and, in several cases, human clinical
testing. Preclinical studies suggest that our product candidates may either
increase HDL-Cholesterol, or HDL-C, or its function and may enhance removal of
excess cholesterol and lipids from arteries. Third-party published reports of
preliminary human clinical studies with respect to products that are similar to
some of our product candidates suggest that these compounds may increase the
elimination of cholesterol from the body by enhancing the efficiency of the
reverse lipid transport, or RLT, pathway.

We believe that our drug discovery technologies and scientific and drug
development expertise have potential applicability to a broad range of
cardiovascular and metabolic diseases, including treatments for heart disease,
diabetes and obesity.

Our Strategy

We are taking a product-focused approach towards drug development. The
key elements of our business strategy are as follows:

- Develop several different drug candidates for HDL Therapy.
Based on our understanding of the RLT pathway, we have
identified a portfolio of product candidates that we
believe could provide a broad spectrum of treatment options
for cardiovascular disease. These product candidates are
focused on improving HDL function in the RLT pathway and the
removal of excess cholesterol from arteries.

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- Leverage experienced scientific and drug development
expertise. We are managed by an experienced group of drug
developers with significant expertise in cardiovascular
research and drug development. Roger S. Newton, Ph.D.,
President and Chief Executive Officer of Esperion, was the
co-discoverer and chairman of the discovery team and a member
of the development team of Atorvastatin (Lipitor(R)). Sales of
Lipitor, the most frequently prescribed cholesterol lowering
drug, exceeded $5.0 billion in 2000. In addition, we have
discovered HDL elevators and have successfully recruited the
inventors of two of our product candidates.

- Optimize clinical and regulatory strategies to shorten time to
market. We believe that, by initially focusing on acute
treatments, we can achieve an abbreviated development time,
and faster time to market, which will benefit patients with
cardiovascular disease. We intend to perform clinical trials
to rapidly assess effectiveness for well-defined
cardiovascular endpoints in the treatment of acute coronary
syndromes, atherosclerosis and restenosis.

- Retain significant marketing rights to our product candidates.
Our goal is to retain marketing rights to our product
candidates for as long as it is commercially advantageous. By
completing as much of the preclinical and clinical development
work as is feasible first, we hope to be able to negotiate
more favorable terms for any such marketing arrangements.

Esperion plans to utilize currently available funds to support our
current operating plan through at least the end of 2002. This will continue to
enable the Company to hold on to the rights to our product candidates through
later stages of development and retain a greater share of the economic value of
these product opportunities for the Company. We anticipate that our most
significant expenditures for the remainder of fiscal year 2001 and for the first
six months of fiscal year 2002 will be for further development of our product
candidates, payments under current licensing agreements, ongoing research and
development activities and general corporate and working capital purposes.

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INFORMATION AVAILABLE ABOUT THE COMPANY

The Company is subject to the reporting requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"). To comply with the
requirements of the Exchange Act, the Company files annual and quarterly
reports, proxy statements and other information with the Securities and Exchange
Commission (the "SEC") through the SEC's Electronic Data Gathering, Analysis,
and Retrieval, or EDGAR, system .

The reports and other information that we file with the SEC are
available free of charge at the SEC's web site at http://www.sec.gov. You may
also read and copy our SEC filings at the public reference rooms of the SEC
at:

- 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549;

- 7 World Trade Center, New York, New York 10048; and

- 500 West Madison Street, Chicago, Illinois 60661.

Please call the SEC at 1-800-SEC-0330 or see its web site for further
information about the SEC's public reference rooms.

In addition, the Company's SEC filings are also available free of
charge at our web site at http://www.esperion.com.

DOCUMENTS INCORPORATED BY REFERENCE

SEC rules allow us to disclose important information to you by
referring you to the documents that we file with the SEC. We incorporate by
reference into this prospectus the documents listed below and any future filings
made with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act
until all of the Shares covered by this prospectus are sold:

- - Our Annual Report on Form 10-K for the fiscal year ended December 31,
2000 (filed with the SEC on April 2, 2001);

- - Our Quarterly Reports on Form 10-Q for the quarters ended March 31,
2001 (filed with the SEC on May 11, 2001) and June 30, 2001 (filed with
the SEC on July 26, 2001);

- - Our Current Report on Form 8-K/A dated September 21, 2000 (filed with
the SEC on November 22, 2000);

- - The description of our Common Stock contained in our registration
statement on Form 8-A (filed with the SEC on August 4, 2000).

The information incorporated by reference is an important part of this
prospectus, and information that we file later with the SEC pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act (before the termination of this
offering) automatically will update and supersede this information. Reports that
we file with the SEC after the date of this prospectus may contain information
that updates, modifies or is contrary to information in this prospectus or in
documents incorporated by reference into this prospectus. You should review
these reports as they may disclose a change in the business, prospects,
financial condition or other affairs of the Company after the date of this
prospectus.

The Company undertakes to provide to you, without charge, the documents
incorporated by reference into this prospectus, other than exhibits not
specifically incorporated by reference into such documents. Please make your
request by writing to us at: Esperion Therapeutics, Inc., Attn: Christine K.
Ballman, 3621 S. State St., 695 KMS Place, Ann Arbor, MI 48108, or by calling us
at: (734) 332-0506.

FORWARD-LOOKING STATEMENTS

The information contained in this prospectus, including the documents
incorporated by reference, and in any prospectus supplement, contains or may
contain forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of
the Exchange Act. These forward-looking statements are often identified by words
such as "may," "believe," "anticipate," "plan," "expect," "require," "intend,"
"assume" and similar expressions. Our forward-looking statements involve
uncertainties and other factors that may cause our actual results, performance
or achievements to be far different from that suggested by our forward-looking
statements. These factors include, but are not limited to, risks associated with
the development of our product candidates, including regulatory approval;
dependence on clinical research organizations, license arrangements and other
strategic relationships with third parties for the research, development,
manufacturing and commercialization of our products; dependence on patents and
proprietary rights; procurement, maintenance, enforcement and defense of the
Company's patents and proprietary rights; risks related to manufacturing; risks
associated with the timing and acceptance of new products by the Company or its
competitors; competitive conditions in the industry; business cycles affecting
the markets in which the Company's products are sold; extraordinary events, such
as litigation; risks inherent in seeking and consummating acquisitions,
including the diversion of management attention to the assimilation of the
operations and personnel of the acquired business; risks relating to the timing
of the Company's financing needs; fluctuations in foreign exchange rates; and
economic conditions generally or in various geographic areas. All of the
foregoing factors are difficult to forecast. Some of these risks and
uncertainties are discussed below in the section entitled "Risk Factors." We do
not intend to update any of these factors or to publicly announce the results of
any revisions to any of these forward-looking statements unless required to do
so under the federal securities laws.

RISK FACTORS

You should carefully consider the following risk factors and other information
in this prospectus before deciding to purchase any of the Shares offered by this
prospectus.

WE ARE A DEVELOPMENTAL STAGE BIOPHARMACEUTICAL COMPANY WITH A HISTORY OF LOSSES
AND, EVEN IF OUR PRODUCT CANDIDATES ARE APPROVED AND COMMERCIALIZED, WE MAY
NEVER BE PROFITABLE.

We have devoted substantially all of our resources since we began our
operations in May 1998 to the research and development of pharmaceutical product
candidates for cardiovascular and metabolic diseases. We have incurred
substantial losses since we began our operations in May 1998. As of June 30,
2001, we had a cumulative net loss of approximately $52.7 million. These losses
have resulted principally from costs incurred in our research and development
programs, from our general and administrative expenses and from
acquisition-related costs related to the September 2000 merger with Talaria
Therapeutics, Inc. To date, we have not generated revenue from product sales or
royalties, and we do not expect to achieve any revenue from product sales or
royalties until we receive regulatory approval and begin commercialization of
our product candidates. We are not certain of when, if ever, that will occur. We
expect to incur significant additional operating losses for at least the next
several years and until such time as we generate sufficient revenue to offset
expenses. Research and development costs relating to product candidates will
continue to increase. Manufacturing, sales and marketing costs will increase as
we prepare for the commercialization of our products.

All of our product candidates are in early stages of development, and
we face the risks of failure inherent in developing drugs based on new
technologies. In addition, most of our product candidates were in-licensed from
third parties. As a result, we have limited in-house experience with these
product candidates. Our product candidates are not expected to be commercially
available for several years, if at all.

All of our current product candidates are designed to treat
cardiovascular and metabolic diseases by manipulating the beneficial properties
of HDL. We may defer or cease development of one or more of our product
candidates if a product candidate does not show favorable clinical results, if
we decide to concentrate our resources on more promising product candidates, or
for any other reason. Decisions regarding the selection of product candidates in
development and the timing of the development of our product candidates may
accelerate the preclinical or clinical testing of one or more product candidates
while delaying or ceasing progress of one or more other product candidates.

ALL OF OUR PRODUCT CANDIDATES MUST BE TESTED AND APPROVED BY THE FDA AND OTHER
REGULATORY AGENCIES BEFORE WE CAN SELL THEM.

Our product candidates must satisfy rigorous standards of safety and
efficacy before they can be approved for commercial use by the FDA and
international regulatory authorities. The FDA and foreign regulatory authorities
have full discretion over this approval process. We will need to conduct
significant additional research, including clinical testing involving animals
and humans, before we can file applications for product approval.

Many of the product candidates in the pharmaceutical industry do not
successfully complete preclinical testing and clinical trials. Also,
satisfaction of regulatory requirements

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typically takes many years, is dependent upon the type, complexity, and novelty
of the product and requires the expenditure of substantial resources. Success in
preclinical testing and early clinical trials does not ensure that later
clinical trials will be successful. For example, a number of companies in the
pharmaceutical industry, including biotechnology companies, have suffered
significant setbacks in advanced clinical trials, even after promising results
in earlier trials and in interim analyses. In addition, delays or rejections may
be encountered based upon additional government regulation, including any
changes in FDA policy, during the process of product development, clinical
trials and regulatory approvals.

In order to receive FDA approval or approval from foreign regulatory
authorities to market a product, we must demonstrate through human clinical
trials that the product candidate is safe and effective for the treatment of a
specific condition. We do not know whether planned clinical trials will begin on
time or will be completed on schedule or at all. If we experience significant
delays in testing or approvals, or if we need to perform more or larger clinical
trials than planned, our product development costs will increase. Any of our
future clinical studies might be delayed or halted because:

- the drug is not effective, or physicians think that the drug
is not effective;

- patients experience severe side effects during treatment;

- patients die during a clinical study because their disease is
too advanced or they experience medical problems that are not
related to the drug being studied;

- patients do not enroll in the studies at the rate we expect;
or

- drug supplies are not sufficient to treat the patients in the
studies.

EVEN IF THE FDA APPROVES OUR PRODUCT CANDIDATES, THAT APPROVAL WILL BE LIMITED.

If the FDA grants regulatory approval of a product, this approval will
be limited to those disease states and conditions for which the product has been
demonstrated to be safe and effective through clinical trials. Any product
approvals we receive in the future could also include significant restrictions
on the use or marketing of our products. Product approvals, if granted, can be
withdrawn for failure to comply with regulatory requirements or upon the
occurrence of adverse events following commercial introduction of the products.
Failure to comply with applicable FDA or other applicable regulatory
requirements may result in criminal prosecution, civil penalties, recall or
seizure of products, total or partial suspension of production or injunction, as
well as other regulatory action against our product candidates or the Company.
If approvals are withdrawn for a product, or if a product were seized or
recalled, we would be unable to sell that product and our revenues would suffer.
In addition, our ability to market any of our potential products outside the
United States is contingent upon receiving market application authorizations
from the appropriate regulatory authorities and these foreign regulatory
approval processes include all of the risks associated with the FDA approval
process described above.

OUR PRODUCT CANDIDATES MAY NOT BE COMMERCIALLY SUCCESSFUL BECAUSE PHYSICIANS,
PATIENTS, AND GOVERNMENT AGENCIES AND OTHER THIRD-PARTY PAYORS MAY NOT ACCEPT
THEM.

Even if regulatory authorities approve our product candidates, they may
not be commercially successful. Third parties may develop superior products or
have proprietary rights that preclude us from marketing our products. We also
expect that most of our product candidates will be very expensive, if approved.
Patient acceptance of and demand for any product candidates we obtain regulatory
approval for will depend largely on the following factors:

- acceptance by physicians and patients of our products as safe
and effective therapies;

- the extent, if any, of reimbursement of drug and treatment
costs by government agencies and other third-party payors;

- pricing of alternative products;

- acceptance by physicians and patients of intravenous
administration for some of our proposed products; and

- prevalence and severity of side effects associated with our
products.

In addition, any of our product candidates could cause adverse events,
such as immunologic or allergic reactions. These reactions may not be observed
in clinical trials, but may nonetheless occur after commercialization. If any of
these reactions occur, they may render our product candidates ineffective in
some patients and our sales would suffer.

IF OUR CURRENT AND FUTURE MANUFACTURING AND SUPPLY STRATEGIES ARE UNSUCCESSFUL,
WE MAY BE UNABLE TO COMPLETE ANY FUTURE CLINICAL TRIALS AND/OR COMMERCIALIZE OUR
PRODUCT CANDIDATES IN A TIMELY MANNER, IF AT ALL.

Completion of our future clinical trials and commercialization of our
product candidates will require access to, or development of, facilities to
manufacture a sufficient supply of our product candidates. We do not have the
resources, facilities or experience to manufacture our product candidates on our
own and do not intend to develop or acquire facilities for the manufacture of
product candidates for clinical trials or commercial purposes in the foreseeable
future. We currently rely, and will continue to rely for at least the next few
years, on contract manufacturers to produce sufficient quantities of our product
candidates. Most of our contract manufacturers have limited experience at
manufacturing, formulating, analyzing, filling and finishing our particular
product candidates. Our manufacturing strategy presents the following risks:

- we may not be able to locate acceptable manufacturers or enter
into favorable long-term agreements with them;

- third parties may not be able to successfully manufacture our
product candidates in a cost effective and/or timely manner;

- the manufacturing processes for our product candidates have
not been tested for quantities needed for clinical trials or
commercial sales;

- delays in scale-up to commercial quantities could delay
clinical studies, regulatory submissions and commercialization
of our product candidates;

- we may not have intellectual property rights, or may have to
share intellectual property rights, to the manufacturing
processes for our product candidates;

- manufacturing and validation of manufacturing processes and
materials are complicated and time-consuming;

- because many of our current third-party manufacturers are
located outside of the U.S., there may be difficulties in
importing our product candidates and/or their components into
the U.S. as a result of, among other things, FDA import
inspections, incomplete or inaccurate import documentation, or
defective packaging; and

- manufacturers of our product candidates are subject to the
FDA's current Good Manufacturing Practices regulations, the
FDA's current Good Laboratory Practices regulations and
similar foreign standards and we do not have control over
compliance with these regulations by our third-party
manufacturers.

EVEN IF WE OBTAIN REGULATORY APPROVAL OF ANY OF OUR PRODUCT CANDIDATES, IF WE
ARE UNABLE TO CREATE SALES, MARKETING AND DISTRIBUTION CAPABILITIES OR ENTER
INTO AGREEMENTS WITH THIRD PARTIES TO PERFORM THESE FUNCTIONS, WE WILL NOT BE
ABLE TO SUCCESSFULLY COMMERCIALIZE ANY OF OUR PRODUCT CANDIDATES.

We currently have no sales or distribution capability, but we have
hired a marketing director to develop commercialization strategies for our
products. In order to successfully commercialize any of our product candidates,
we must either internally develop full sales, marketing and distribution
capabilities or make arrangements with third parties to perform these services.
If we do not develop a marketing and sales force with technical expertise and
supporting distribution capabilities, we will be unable to market any of our
commercialized products directly. To promote any of our products through third
parties, we will have to locate acceptable third parties for these functions and
enter into agreements with them on acceptable terms and we may not be able to do
so. In addition, any third-party arrangements we are able to enter into may
result in lower gross revenues to us than we could have achieved by directly
marketing and selling our products.

IF THE THIRD-PARTY CLINICAL RESEARCH ORGANIZATIONS WE INTEND TO RELY ON TO
CONDUCT OUR FUTURE CLINICAL TRIALS DO NOT PERFORM IN AN ACCEPTABLE AND TIMELY
MANNER, OUR CLINICAL TRIALS COULD BE DELAYED OR UNSUCCESSFUL.

We do not have the ability to independently conduct clinical trials and
obtain regulatory approvals for our product candidates, and we currently rely
and intend to continue to rely on clinical investigators and third-party
contract research organizations to perform these functions. If we cannot locate
acceptable contractors to run our clinical trials or enter into favorable
agreements with them, or if these third parties do not successfully carry out
their contractual duties or meet expected deadlines, we will be unable to obtain
required approvals and will be unable to commercialize our product candidates on
a timely basis, if at all.

WE EXPECT OUR QUARTERLY AND ANNUAL RESULTS TO FLUCTUATE SIGNIFICANTLY.

In the near term, we expect our quarterly and annual operating results
to fluctuate significantly, depending primarily on the following factors:

- timing of preclinical and clinical trials;

- interruption or delays in the supply of our product candidates
or components;

- timing of payments to licensors, corporate partners and
other third parties;

- timing of investments in new technologies; and

- other costs, which may be unexpected.

IF WE FAIL TO OBTAIN THE CAPITAL NECESSARY TO FUND OUR OPERATIONS, WE WILL BE
UNABLE TO SUCCESSFULLY DEVELOP OUR PRODUCT CANDIDATES OR RETAIN RIGHTS TO OUR
PRODUCT CANDIDATES.

Significant additional capital will be required in the future to fund
our operations. We do not know whether additional financing will be available on
acceptable terms when needed. We have consumed substantial amounts of cash
resources to date and expect capital outlays and operating expenditures to
increase over the next several years as we expand our infrastructure and
research and development activities. If adequate funds are unavailable, we may
be required to:

- delay, reduce the scope of, or eliminate one or more of our
research or development programs;

- license rights to technologies, product candidates, or
products on terms that are less favorable to us than might
otherwise be available; or

- obtain funds through arrangements that may require us to
relinquish rights to product candidates or products that we
would otherwise seek to develop or commercialize ourselves.

CAPITAL RAISING MAY DILUTE OUR EXISTING STOCKHOLDERS.

If we raise additional funds by issuing equity securities, our existing
stockholders will own a smaller percentage of Esperion, and new investors may
pay less on average for their securities than, and could have rights superior
to, existing stockholders.

IF OUR LICENSING ARRANGEMENTS AND STRATEGIC RELATIONSHIPS WITH THIRD PARTIES ARE
BREACHED, TERMINATED OR PROVED UNSUCCESSFUL, WE MAY LOSE RIGHTS WITH RESPECT TO
PRODUCT CANDIDATES, AND WE MAY NOT BE ABLE TO DEVELOP AND COMMERCIALIZE OUR
PRODUCT CANDIDATES ON A TIMELY BASIS, IF AT ALL.

We began operations in May 1998 and most of our product candidates were
in-licensed from third parties. We depend, and will continue to depend, on these
and other licensing arrangements and other strategic relationships with third
parties for the research, development, manufacturing and commercialization of
our product candidates. Our rights may be terminated if we do not perform as
required under these arrangements. In addition, these third parties may also
breach or terminate their agreements with us or otherwise fail to conduct their
activities in connection with our relationships in a timely manner. If any of
our licenses or relationships are terminated or breached, we may:

- lose our rights to develop and market our product candidates;

- lose patent and/or trade secret protection for our product
candidates;

- experience significant delays in the development or
commercialization of our product candidates;

- be unable to obtain any other licenses on acceptable terms, if
at all; and

- incur liability for damages.

Licensing arrangements and strategic relationships in our industry can
be very complex, particularly with respect to intellectual property rights.
Disputes may arise in the future regarding ownership rights to technology
developed by or with other parties. These and other possible disagreements
between us and third parties with respect to our licenses or our strategic
relationships could lead to delays in the research, development, manufacture and
commercialization of our product candidates. These disputes could also result in
litigation or arbitration, both of which are time-consuming and expensive. These
third parties may also pursue alternative technologies or product candidates
either on their own or in strategic relationships with others in direct
competition with us.

IF WE FAIL TO SECURE AND ENFORCE PATENTS AND OTHER INTELLECTUAL PROPERTY RIGHTS
UNDERLYING OUR PRODUCT CANDIDATES AND TECHNOLOGIES, WE MAY BE UNABLE TO DEVELOP
OUR PRODUCT CANDIDATES OR COMPETE EFFECTIVELY.

The pharmaceutical industry places considerable importance on obtaining
patent and trade secret protection for new technologies, products and processes.
Our success will depend, in part, on our ability, and the ability of our
licensors, to obtain and enforce our exclusive rights to our products and
technologies under the patent laws of the United States and other countries. Our
success also will depend on our ability to prevent others from using our trade
secrets. In addition, we must operate in a way that does not infringe, or
violate, the patent, trade secret, and other intellectual property rights of
other parties.

The standards that the U.S. Patent and Trademark Office uses to grant
patents can change. Consequently, we may be unable to determine the type and
extent of patent claims that will be issued to us or to our licensors in the
future. Any patents that do issue may not contain claims that will permit us
to stop competitors from using the same or similar technology.

The standards that courts use to interpret patents can change,
particularly as new

technologies develop. Consequently, we cannot know how much protection, if any,
our patents will provide. If we choose to seek a court order that prohibits a
third-party from using the inventions claimed in our patents, the third-party
may ask the court to rule that our patents are invalid and unenforceable. This
type of lawsuit is expensive and time consuming and could be unsuccessful. There
is also the risk that, even if the validity of our patents is upheld, the court
will refuse to stop the third-party on the ground that its activities do not
infringe the patent.

WE MAY FACE SIGNIFICANT EXPENSE AND LIABILITY AS A RESULT OF LITIGATION OR OTHER
PROCEEDINGS RELATING TO PATENTS AND OTHER INTELLECTUAL PROPERTY RIGHTS OF
OTHERS.

Should third parties file patent applications, or be issued patents,
claiming technology also claimed by us in pending applications, we may be
required to participate in interference proceedings in the United States Patent
and Trademark Office to determine priority of invention. We, or our licensors,
also could be required to participate in interference proceedings involving our
issued patents and pending applications of another entity. An adverse outcome in
an interference proceeding could require us to cease using the technology or to
license rights from prevailing third parties. There is no guarantee that any
prevailing party would offer us a license or that such a license, if made
available to us, could be acquired on commercially-acceptable terms.

A third-party may claim that we are using inventions claimed by its
patents and may seek a court order to stop us from engaging in our normal
operations and activities, such as research and development and the sale of any
future products. Such lawsuits are expensive and time consuming. In addition,
there is a risk that a court will decide that we are infringing a third party's
patents and will order us to stop the activities claimed by such patents. There
is also a risk that a court will order us to pay a third-party damages for the
patent infringement. Moreover, there is no guarantee that a prevailing patent
owner would offer us a license so that we could continue to engage in activities
claimed by the patent, or that such a license, if made available to us, could be
acquired on commercially-acceptable terms. In addition, third parties may assert
other intellectual property infringement claims against us with respect to our
product candidates, technologies or other matters.

Our success also depends upon the skills, knowledge and experience of
our scientific and technical personnel. The confidentiality agreements that we
enter into with our employees and other parties may not provide adequate
protection for our trade secrets, know-how or other confidential information or
prevent any unauthorized use or disclosure of such information. If any of our
confidential intellectual property is disclosed, our business may suffer. In
addition, many of our scientific and management personnel were previously
employed by other biotechnology and pharmaceutical companies where they were
conducting research in areas similar to those that we pursue. As a result, we
could be subject to allegations of trade-secret violations and other claims
relating to the intellectual property rights of these companies.

IF WE FAIL TO RECRUIT, RETAIN AND MOTIVATE SKILLED PERSONNEL, OUR PRODUCT
DEVELOPMENT PROGRAMS AND OUR RESEARCH AND DEVELOPMENT EFFORTS MAY BE DELAYED.

We are a small company, with 70 full-time employees as of June 30,
2001, and our success depends on our continued ability to recruit, retain and
motivate highly qualified management and scientific personnel, for which
competition is intense. In particular, our product

development programs depend on our ability to recruit and retain highly skilled
chemists and clinical development personnel. Our loss of the services of any key
personnel, in particular, Roger S. Newton, Ph.D., our President and Chief
Executive Officer, could significantly impede the achievement of our research
and development objectives and could delay our product development programs and
approval and commercialization of our product candidates. We maintain key man
life insurance on Dr. Newton in the amount of $2.5 million, but do not have
similar insurance on any of our other key employees. In addition, we will need
to hire additional personnel as we continue to expand our research and
development activities.

IF OUR COMPETITORS DEVELOP AND COMMERCIALIZE PRODUCTS FASTER THAN WE DO OR ANY
COMPETING PRODUCTS THAT ARE SUPERIOR TO OUR PRODUCT CANDIDATES, OUR COMMERCIAL
OPPORTUNITIES WILL BE REDUCED OR ELIMINATED.

The extent to which any of our product candidates achieve market
acceptance will depend on competitive factors, many of which are beyond our
control. Competition in the pharmaceutical industry is intense and has been
accentuated by the rapid pace of technological development. Our competitors
include large integrated pharmaceutical companies, biotechnology companies,
universities and public and private research institutions. Almost all of these
entities have substantially greater research and development capabilities and
financial, scientific, manufacturing, marketing and sales resources than we do,
as well as more experience in research and development, clinical trials,
regulatory matters, manufacturing, marketing and sales. These organizations also
compete with us to:

- attract parties for acquisitions, joint ventures or other
collaborations;

- license the proprietary technology that is competitive with
the technology we are using;

- attract funding; and

- attract, hire and retain scientific talent.

Our competitors may succeed in developing and commercializing products
earlier and obtaining regulatory approvals from the FDA more rapidly than we do.
Our competitors may also develop products or technologies that are superior to
those we are developing, and render our product candidates or technologies
obsolete or non-competitive. If we cannot successfully compete with new or
existing products our marketing and sales will suffer and we may never be
profitable.

IF PRODUCT LIABILITY LAWSUITS ARE SUCCESSFULLY BROUGHT AGAINST US, WE MAY INCUR
SUBSTANTIAL LIABILITIES AND MAY BE REQUIRED TO LIMIT COMMERCIALIZATION OF OUR
PRODUCTS.

Our business exposes us to product liability risks that are inherent in
the testing, manufacturing, marketing and sale of pharmaceutical products. We
may not be able to avoid product liability claims. Product liability insurance
for the pharmaceutical industry is generally expensive, if available at all. We
have clinical trial liability insurance for our drug candidates in clinical
trials; however, there can be no assurance that such insurance coverage is or
will continue to be adequate or available. We may not be able to secure greater
or broader product liability insurance coverage on acceptable terms or at
reasonable costs when needed. If we are

14
16

unable to obtain sufficient insurance coverage on reasonable terms or to
otherwise protect against potential product liability claims, we may be unable
to commercialize our product candidates. A successful product liability claim
brought against us for damages in an amount that exceeds our insurance coverage,
if any, may cause us to incur substantial liabilities and our business may fail.

IF WE USE BIOLOGICAL AND HAZARDOUS MATERIALS IN A MANNER THAT CAUSES INJURY, WE
MAY BE LIABLE FOR DAMAGES.

Our research and development activities involve the controlled use of
potentially harmful biological materials as well as hazardous materials,
chemicals and various radioactive compounds. We cannot completely eliminate the
risk of accidental contamination or injury from the use, storage, handling or
disposal of these materials. In the event of contamination or injury, we could
be held liable for damages, and such liability could exceed our resources. We
are subject to federal, state and local laws and regulations governing the use,
storage, handling and disposal of these materials and specified waste products.
The cost of compliance with these laws and regulations could be significant.

USE OF PROCEEDS

All net proceeds from the sale of the Shares covered by this prospectus
will go to the Selling Stockholders who sell their Shares. The Company will not
receive any of the proceeds from the sale of the Shares by the Selling
Stockholders.

SELLING STOCKHOLDERS

We sold 3,183,335 shares of Common Stock covered by this prospectus to
certain of the Selling Stockholders in a private placement transaction on July
27, 2001 at a price of $7.50 per share. Under the terms of the Stock Purchase
Agreements that we entered into with those Selling Stockholders, we agreed to
register all of the shares of Common Stock purchased by them in the private
placement.

We issued 861,507 shares of Common Stock covered by this prospectus to
the other Selling Stockholders, who are former shareholders of Talaria
Therapeutics, Inc. ("Talaria"), in connection with the Company's acquisition of
Talaria on September 21, 2000. Under the terms of the merger agreement for that
acquisition, the former shareholders of Talaria were provided with certain
registration rights, which became exercisable as a result of the proposed filing
of this prospectus.

The Selling Stockholders may sell, from time to time, all or some or
none of the Shares offered by this prospectus. Accordingly, we cannot estimate
the number of Shares that will be held by the Selling Stockholders after the
completion of the offering.

The following table shows: (i) the number of shares of
the outstanding Common Stock beneficially owned by each Selling Stockholder as
of July 27, 2001; (ii) the number of shares of Common Stock that may be sold for
the account of each Selling Stockholder; and (iii) the number and percentage of
shares of Common Stock that will be beneficially owned by each Selling
Stockholder after the completion of the offering, assuming the sale of all of
the Shares covered by this prospectus. The percentages below are based on
29,138,562 shares of Common Stock outstanding as of July 27, 2001. We have
prepared this table based upon information furnished to us by or furnished to
us on behalf of the Selling Stockholders.

In the past three years, none of the Selling Stockholders has had a
material relationship with Esperion.

18
SELLING STOCKHOLDER TABLE

NUMBER AND
PERCENTAGE OF SHARES
NUMBER OF NUMBER OF OWNED AFTER SALE
SHARES OWNED SHARES --------------------
NAME OF SELLING STOCKHOLDER PRIOR TO THE OFFERING BEING OFFERED # %
--------------------------- --------------------- ------------- ----------- ----

Alta Partners (1) 1,066,667 1,066,667 0 *
Northbay Partners, LLC 133,334 133,334
Domain Public Equity Partners, LP 400,000 400,000 0 *
Highline Life Sciences Master 908,500 300,000 608,500 2.0%
Fund, Ltd.
Ironcap & Co. 1,000,000 1,000,000 0 *
Jackson Square Partners, LP 150,000 150,000 0 *
William Harris Investors, Inc. (3) 133,334 133,334 0 *
HCC Investments, Inc. 308,959 308,959 0 *
Reverse Transport Licensing & 173,971 173,971 0 *
Consulting, Inc.
Henry L. Hillman Trust (4) 92,690 92,690 0 *
Audrey Hilliard Hillman Fisher 30,884 30,884 0 *
Trust (5)
William Talbot Hillman Trust (5) 30,884 30,884 0 *
Henry Lea Hillman Jr., Trust (5) 30,884 30,884 0 *
Juliet Lea Hillman Simonds Trust (5) 30,884 30,884 0 *
Robert C. Blanks 4,898 4,898 0 *
Dr. Dennis I. Goldberg 55,985 55,985 0 *
Dr. David P. Rosenbaum 4,898 4,898 0 *
Charles G. Hadley 77,258 77,258 0 *
Dr. Hal S. Broderson 19,312 19,312 0 *

---------------
* Represents less than one percent.

(1) Includes 1,035,657 shares owned by Alta BioPharma Partners II, LP and
31,010 shares owned by Alta Embarcadero BioPharma Partners II, LLC (together
the "Funds"). Certain principals of Alta Partners are Managing Directors of
Alta BioPharma Management Partners II, LLC which is the General Partner of
Alta BioPharma Partners II, LP and the Manager of Alta Embarcadero BioPharma
Partners II, LLC. Certain principals of Alta Partners are Members of Alta
Embarcadero BioPharma Partners II, LLC. The principals of Alta Partners
disclaim beneficial ownership of all shares held by the Funds except to the
extent of their proportionate pecuniary interests therein. The address of Alta
Partners is One Embarcadero Center, Suite 4050, San Francisco, CA 94111.

(2) Includes 93,334 shares owned by BayStar Capital, LP and 40,000 shares
owned by BayStar International, Ltd., a corporation organized under the laws of
the British Virgin Islands. Northbay Partners, LLC, a Wisconsin limited
liability company, serves as the managing trading member of (i) BayStar
Management, LLC, which is the general partner of BayStar Capital, LP and (ii)
BayStar International Management, LLC, which is the investment manager of
BayStar International, Ltd. Michael A. Roth and Brian J. Stark are the sole
members of Northbay Partners, LLC, and as such, may be deemed along with
Northbay Partners, LLC, to be beneficial owners of the shares owned by BayStar
Capital, LP and BayStar International, Ltd. The principal business office of
Northbay Partners, LLC is 1500 West Market St., Suite 200, Mequon, WI 53092.

(3) Includes 83,334 shares owned by W.H.I. Growth Fund, LP and 50,000
shares owned by Panacea Fund, LLC. William Harris Investors, Inc. is the general
partner of W.H.I. Growth Fund, LP and the manager of Panacea Fund, LLC. The
principal business office of William Harris Investors, Inc. is 2 N. LaSalle St.,
Suite 400, Chicago, IL, 60602.

(4) Henry L. Hillman, Elsie Hilliard Hillman, and C.G. Grefenstette are
each Trustees of the trust, and share voting and dispositive power over the
shares owned by the trust.

(5) C.G. Grefenstette and Thomas G. Bigley are each Trustees of the trust
and share voting and dispositive power over the shares owned by the trust.

PLAN OF DISTRIBUTION

The Selling Stockholders may sell the Shares covered by this prospectus
at any time and from time to time while this registration statement is
effective. The term "Selling Stockholders" also includes donees, pledgees,
transferees and other successors-in-interest who are selling Shares received
after the date of this prospectus from a Selling Stockholder whose name appears
in the Selling Stockholder table as a gift, pledge, partnership distribution or
other non-sale related transfer.

The Selling Stockholders will act independently of the Company in
making decisions with respect to the timing, manner and size of each sale. The
Selling Stockholders may make sales on the Nasdaq National Market or otherwise,
at prices and under terms prevailing at the time of sale, or at prices related
to the then-current market price, at fixed prices, or in privately negotiated
transactions. Each of the Selling Stockholders may sell their shares of Common
Stock by one or more of, or a combination of, the following methods:

- purchases by a broker-dealer as principal and resales by such
broker-dealer for its own account pursuant to this prospectus;

- ordinary brokerage transactions and transactions in which the
broker solicits purchasers;

- block trades in which the broker-dealer so engaged will
attempt to sell the Shares as agent, but may position and
resell a portion of the block as principal to facilitate the
transaction; or

- privately negotiated transactions, which include direct sales
to purchasers and sales effected through agents.

In addition, any Shares that qualify for sale under Rule 144 under the
Securities Act may be sold pursuant thereto rather than pursuant to this
prospectus.

Broker-dealers or agents may receive compensation in the form of
commissions, discounts or concessions from the Selling Stockholders.
Broker-dealers or agents may also receive compensation from the purchasers of
Shares for whom they act as agents or to whom they sell as principal, or both.
Compensation as to a particular broker-dealer might be in excess of customary
commissions and will be in amounts to be negotiated at the time of sale.
Broker-dealers or agents and any other participating broker-dealers or the
Selling Stockholders may be deemed to be "underwriters" within the meaning of
the Securities Act in connection with the sale of the shares. Accordingly, any
such commission, discounts, or concessions received by them and any profit on
the resale of the Shares purchased by them may be deemed to be underwriting
discounts or concessions under the Securities Act. Because the Selling
Stockholders may be deemed to be "underwriters," they will be subject to the
prospectus delivery requirements of the Securities Act. We will make copies of
this prospectus available to the Selling Stockholders for the purpose of
satisfying the prospectus delivery requirements of the Securities Act.

In order to comply with the securities laws of certain states, the
Shares may be required to be sold in certain jurisdictions only through
registered or licensed brokers or dealers. In addition, in certain states, the
Shares may not be sold unless they have been registered or qualified for sale in
the applicable state or an exemption from the registration or qualification
requirement is available and is complied with.

We have agreed to indemnify certain of the Selling Shareholders against
liabilities relating to, among other things, any material misstatement or
omission of information included in the registration statement or prospectus,
other than the information that the Selling Stockholders provided to us for
inclusion in the registration statement or the prospectus.

The Selling Stockholders will pay any expenses incurred by them for
brokerage, accounting, tax or legal services or any other expenses incurred in
selling the Shares covered by this prospectus. We will bear all other costs,
fees and expenses incurred in effecting the registration of the Shares,
including all registration and filing fees, Nasdaq listing fees, and fees of our
counsel and our accountants.

EXPERTS

The consolidated financial statements of Esperion Therapeutics, Inc. as
of December 31, 2000 and for the three years then ended incorporated by
reference in this prospectus from the Company's Form 10-K have been audited by
Arthur Andersen LLP, independent public accountants, as indicated in their
report with respect thereto, and are included herein in reliance upon the
authority of said firm as experts in accounting and auditing in giving said
reports.

19
21

PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

We will pay the expenses relating to the registration of the shares. We
estimate the expenses to be as follows:

SEC Registration Fee......................................... $7,544
Nasdaq National Market Listing Fee...........................
Legal Fees and Expenses......................................
Accounting Fees and Expenses.................................
Printing Expenses............................................
Miscellaneous................................................
Total.................................................

- --------------
* Estimated

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The Company is a Delaware corporation, subject to the provisions of the
Delaware General Corporation Law. Section 145 of the Delaware General
Corporation Law provides that each Delaware corporation may indemnify any person
who was or is a party or is threatened to be a party to any threatened, pending
or completed action, suit or proceeding, whether civil, criminal, administrative
or investigative, by reason of the fact that he is or was a director, officer,
employee or agent of the corporation or serving another corporation at the
request of the corporation, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement, actually and reasonably
incurred by him if he acted in good faith and in a manner he reasonably believed
to be in or not opposed to the best interests of the corporation and, with
respect to a criminal action or proceeding, had no reasonable cause to believe
his conduct was unlawful. Lack of good faith is not to be presumed from
settlement. No indemnification is allowed in respect to any proceeding charging
improper personal benefit to the officer or director in which such person was
adjudged to be liable on the basis that personal benefit was improperly
received. To the extent any such person succeeds on the merits or otherwise, he
shall be indemnified against expenses (including attorneys' fees). A
determination that the person to be indemnified meets the applicable standard of
conduct, if not made by a court, is made by the Board of Directors by majority
vote of a quorum consisting of directors not party to such action, suit or
proceeding or, if a quorum is not obtainable or a disinterested quorum so
directs, by independent legal counsel or by the stockholders. Expenses may be
paid in advance upon receipt of undertakings to repay. A corporation may
purchase indemnification insurance.

II-1

22
Article VIII of the Company's Certificate of Incorporation and Section
6.07 of the Company's Bylaws provide that our officers, directors, employees and
agents acting in their official capacities are entitled, under certain
conditions, to indemnification against liabilities and expenses. We have not
entered into separate indemnification agreements with any of our officers or
directors.

Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers or persons controlling us pursuant
to the foregoing provisions, We have been informed that in the opinion of the
Commission such indemnification is against public policy as expressed in the
Securities Act and is therefore unenforceable.

We also currently maintain a directors' and officers' liability
insurance policy, insuring our officers and directors against certain
liabilities and expenses incurred by such persons in such capacities. We
consider the maintenance of such insurance coverage to be vital in attracting
and retaining the services of qualified directors and officers. We cannot be
assured, however, that our existing policy will be renewed upon expiration or
that, if the policy is not renewed, we will be able to obtain similar insurance
coverage elsewhere or that the cost thereof will not be prohibitively expensive.

Certain of the Selling Shareholders have agreed to indemnify the
Company against certain liabilities, including with respect to any material
misstatement or omission of information provided to us by such Selling
Stockholders for inclusion in the registration statement or the prospectus.

ITEM 16. LIST OF EXHIBITS

EXHIBIT NO. DESCRIPTION
----------- -----------

4.1 Form of Stock Purchase Agreement

4.2 Agreement and Plan of Merger and
Reorganization by and among Esperion
Therapeutics, Inc., Esperion
Mergerco, Inc., and
Talaria Therapeutics, Inc., dated as
of September 21, 2000. Incorporated
by reference to Exhibit 2.1 to the
Company's Current Report on Form 8-K
filed on October 6, 2000.

23 Consent of Arthur Andersen LLP

II-2

ITEM 17. UNDERTAKINGS.

The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement;

(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;

(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the registration statement;

(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;

Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.

(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

II-3
24

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Ann Arbor, State of Michigan, on the 6th day of
August, 2001.

ESPERION THERAPEUTICS, INC.

By /s/ ROGER S. NEWTON
--------------------------------------------
Roger S. Newton
President and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934,
this Registration Statement on Form S-3 has been signed by the following persons
in the capacities indicated on the 6th day of August, 2001. Each person whose
individual signature appears below hereby authorizes Roger S. Newton, Timothy M.
Mayleben and any other person appointed as attorney-in-fact, or any of them, to
execute in the name of each such person and to file any amendment to this
Registration Statement, and appoints Roger S. Newton, Timothy M. Mayleben and
any other person appointed as attorney-in-fact, or any of them, on his or her
behalf individually and in each capacity stated below and to file any amendments
to this Registration Statement.

Signature Title

/s/ ROGER S. NEWTON President, Chief Executive Officer and
- -------------------------------------------- Director (Principal Executive Officer)
Roger S. Newton

/s/ TIMOTHY M. MAYLEBEN Vice President and Chief Financial Officer
- -------------------------------------------- (Principal Financial Officer)
Timothy M. Mayleben

/s/ FRANK E. THOMAS Director of Finance, Controller
- -------------------------------------------- (Principal Accounting Officer)
Frank E. Thomas

/s/ DAVID I. SCHEER Chairman
- --------------------------------------------
David I. Scheer

/s/ CHRISTOPHER MOLLER Director
- --------------------------------------------
Christopher Moller

II-4

/s/ EILEEN M. MORE Director
- --------------------------------------------
Eileen M. More

/s/ SETH A. RUDNICK Director
- --------------------------------------------
Seth A. Rudnick

/s/ HENRY E. BLAIR Director
- --------------------------------------------
Henry E. Blair

II-5
26

INDEX TO EXHIBITS

EXHIBIT NO. DESCRIPTION
- ----------- -----------

4.1 Form of Stock Purchase Agreement

4.2 Agreement and Plan of Merger and Reorganization by and among
Esperion Therapeutics, Inc., Esperion Mergerco, Inc., and
Talaria Therapeutics, Inc., dated as of September 21, 2000.
Incorporated by reference to Exhibit 2.1 to the Company's
Current Report on Form 8-K filed on October 6, 2000.

23 Consent of Arthur Andersen LLP