##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, DC 20549
 
 FORM 10-K/A
 (Amendment No. 1)
  þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended June 30, 2009
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
 Commission File Number 000-53410
 Peplin, Inc.
 (Exact Name of Registrant as Specified in Its Charter)
 Delaware
(State or Other Jurisdiction of 
Incorporation or Organization)
    
    26-0641830
(IRS Employer Identification No.)6475 Christie Avenue, Suite 300Emeryville, California
    
    94608(Address of Principal Executive Offices)
    
    (Zip Code)
 (510) 653-9700
(Registrants Telephone Number, Including Area Code)
   Common Stock, par value $0.001 per share
 o þ
 o þ
 þ o
 o o
 þ
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer þ
(Do not check if a smaller reporting company)
    
    Smaller reporting company o
 o þ
 th
  DOCUMENTS INCORPORATED BY REFERENCE




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EXPLANATORY NOTE




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TABLE OF CONTENTS
 PagePART IIIItem 10. Directors, Executive Officers and Corporate Governance
    
    1Item 11. Executive Compensation
    
    5Item 12. Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters
    
    26Item 13. Certain Relationships and Related Transactions and Director Independence
    
    30Item 14. Principal Accounting Fees and Services
    
    32PART IVItem 15. Exhibits and Financial Statement Schedules
    
    34Signatures
    
    35EX-31.3EX-31.4




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PART III
 
 Item 10.
    
    Directors, Executive Officers and Corporate Governance
 DIRECTORS
  Term
    
    Class of
    
    DirectorName
    
    Age
    
    Position(s) Held
    
    Expires
    
    Director
    
    SinceEugene Bauer, M.D.
    
    67
    
    President and Chief Medical Officer and Director
    
    2010
    
    III
    
    2006Joshua Funder, Ph.D.
    
    38
    
    Director
    
    2009
    
    II
    
    2008Cherrell Hirst, AO
    
    64
    
    Director
    
    2009
    
    II
    
    2000Gary W. Pace, B.Sc. (Hons), Ph.D.
    
    61
    
    Director
    
    2011
    
    I
    
    2004James Scopa
    
    50
    
    Director
    
    2011
    
    I
    
    2006Michael Spooner
    
    52
    
    Director
    
    2009
    
    II
    
    2004Thomas G. Wiggans
    
    57
    
    Chief Executive Officer and Chairman of the Board
    
    2010
    
    III
    
    2007
 Eugene Bauer, M.D.
 Joshua Funder, Ph.D.
 Cherrell Hirst, AO, FTSE
 1




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Gary W. Pace, B.Sc. (Hons), Ph.D.
 James Scopa
 Michael Spooner
 Thomas G. Wiggans
 2




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##### Table of Contents



MANAGEMENT
  Name
    
    Age
    
    Position(s)Thomas G. Wiggans
    
    
    57
    
    
    Chief Executive Officer, Chairman of the Board and DirectorEugene Bauer, M.D.
    
    
    67
    
    
    President and Chief Medical Officer and DirectorDavid J.B. Smith
    
    
    34
    
    
    Company Secretary and Chief Financial OfficerPeter J. Welburn Ph.D.
    
    
    57
    
    
    Chief Scientific Officer, Vice President, Research &
Development and General Manager, AustraliaGeorge W. Mahaffey
    
    
    50
    
    
    Chief Commercial Officer, Vice President, Sales & MarketingCheri A. Jones, M.S.
    
    
    63
    
    
    Vice President, Regulatory Affairs
  David J.B. Smith
 Peter J. Welburn, Ph.D.
 George W. Mahaffey
 Cheri A. Jones, M.S.
 3




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SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
  CORPORATE GOVERNANCE
 Audit Committee
  Australian Stock Exchange Guidelines
  4




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Item 11.
    
    Executive Compensation
 COMPENSATION DISCUSSION AND ANALYSIS
  Objectives and Elements of our Compensation Programs and Policies
   th
  5




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Determination of Compensation
   Annual Performance Reviews
   Competitive Market Data
  6




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Components of Compensation
  Base Salary
   7




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th th
    Short Term Incentives  Annual Cash Bonuses
 th
 .
 8




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
    
    commencement of our first phase III clinical trial
for PEP005 (ingenol mebutate) Gel for AK under a
Special Protocol Assessment from the FDA;
    
    acquisition of Neosil, Inc. to expand our pipeline
in dermatology and secure additional funding;
    
    maintaining our current Good Manufacturing
Practices, or cGMP, licensed manufacturing facility
through 2008; and
    
    completion of an international capital raising.
   Long-term Incentives  Stock Options
     9




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th www.asx.com.au
    Perquisite and Other Benefits
    10




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Severance Benefits
      11




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Policy on Deductibility of Compensation
  Executive Compensation
 Summary Compensation Table
  Option
    
    
    All OtherName and Principal Position
    
    Year
    
    
    Salary(1) ($)
    
    
    Bonus(2) ($)
    
    
    Awards(3) ($)
    
    
    Compensation(4) ($)
    
    
    Total ($)Thomas G. Wiggans,
    
    
    2009
    
    
    $
    307,596
    
    
    $
    100,000
    
    
    $
    1,335,777
    
    
    
    
    
    
    $
    1,743,373Chief Executive OfficerMichael D.A. Aldridge,
    
    
    2009
    
    
    
    243,906
    
    
    
    
    
    
    
    (181,841
    )
    
    $
    181,506
    (5)
    
    
    243,571Former Chief Executive
Officer
    
    
    2008
    
    
    
    323,958
    
    
    
    88,200
    
    
    
    279,900
    
    
    
    968
    
    
    
    693,0262007
    
    
    
    251,171
    
    
    
    87,175
    
    
    
    352,267
    
    
    
    52,752
    
    
    
    743,365David J.B. Smith,
    
    
    2009
    
    
    
    173,909
    
    
    
    38,879
    
    
    
    89,888
    
    
    
    
    
    
    
    302,676Company Secretary and Chief
Financial Office(6)Philip K. Moody,
    
    
    2009
    
    
    
    193,040
    
    
    
    
    
    
    
    (179,789
    )
    
    
    147,899
    (7)
    
    
    161,150Former Chief Financial
Officer and Vice President,
Finance and Operations
    
    
    2008
    
    
    
    280,000
    
    
    
    42,000
    
    
    
    283,855
    
    
    
    
    
    
    
    605,8552007
    
    
    
    210,000
    
    
    
    
    (8)
    
    
    325,034
    
    
    
    
    
    
    
    535,034George W. Mahaffey,
    
    
    2009
    
    
    
    268,750
    
    
    
    78,000
    
    
    
    235,331
    
    
    
    
    
    
    
    582,081Chief Commercial Officer,
Vice President, Sales &
Marketing(9)
    
    
    2008
    
    
    
    222,103
    
    
    
    49,920
    
    
    
    416,822
    
    
    
    
    
    
    
    688,8452007
    
    
    
    23,833
    
    
    
    
    
    
    
    17,045
    
    
    
    
    
    
    
    40,878
 12




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Option
    
    
    All OtherName and Principal Position
    
    Year
    
    
    Salary(1) ($)
    
    
    Bonus(2) ($)
    
    
    Awards(3) ($)
    
    
    Compensation(4) ($)
    
    
    Total ($)Peter J. Welburn, Ph.D.,
    
    
    2009
    
    
    
    190,807
    
    
    
    44,861
    
    
    
    189,806
    
    
    
    39,419
    
    
    
    464,893Chief Scientific Officer and
Vice President, Research &
Development
    
    
    2008
    
    
    
    209,170
    
    
    
    52,500
    
    
    
    214,751
    
    
    
    46,710
    
    
    
    523,1312007
    
    
    
    129,550
    
    
    
    23,775
    
    
    
    105,246
    
    
    
    38,438
    
    
    
    297,009Cheri A. Jones, M.S.
    
    
    2009
    
    
    
    250,500
    
    
    
    66,150
    
    
    
    159,231
    
    
    
    
    
    
    
    475,881Vice President, Regulatory
Affairs
    
    
    2008
    
    
    
    245,000
    
    
    
    66,150
    
    
    
    168,740
    
    
    
    
    
    
    
    479,8902007
    
    
    
    245,000
    
    
    
    26,000
    
    
    
    114,343
    
    
    
    17,014
    
    
    
    402,357
 
 (1)
    
    The amounts shown include salary deferred under statutory
superannuation entitlements for Australian employees, otherwise
payable in cash during each of the two fiscal years.
Compensation paid to Mr. Wiggans for his service as a director is
disclosed below under the caption Director Compensation.(2)
    
    While all other compensation listed in the table was earned for
the fiscal years ended June 30, 2007, June 30, 2008 and June 30,
2009, cash bonuses are paid on a calendar year basis and not on
the basis of the June 30 fiscal year. The amounts shown are the
annual cash bonuses earned for the 2006, 2007 and 2008 calendar
years and paid in December 2006, 2007 and December 2008,
respectively.(3)
    
    The amounts shown are the amounts of compensation costs
recognized by us in fiscal years 2008 and 2009 related to the
grants of stock options in fiscal years 2008 and 2009 and prior
fiscal years, as prescribed under SFAS No. 123R. For a discussion
of valuation assumptions, see Note 11, Share Based Payments, of
the Notes to our Consolidated Financial Statements. These amounts
include additional compensation costs recognized by us in
connection with the reissuance of stock options in connection
with the Reorganization (as defined below) which occurred in fiscal 2008. For fiscal
2008, the total amount of the increase in compensation costs
attributable to the named executive officers (to be incurred over
the life of the options) was $253,000. The chart below sets
forth the additional compensation cost per person incurred in
fiscal 2009 as a result of the Reorganization.

On October 16, 2007, we were formed for the purpose of reorganizing
our former parent company, Peplin Limited, into the United
States. In connection with this reorganization, we acquired all
the outstanding ordinary shares of Peplin Limited pursuant to a
Scheme of Arrangement approved by the Federal Court of Australia
and by Peplin Limiteds shareholders in which we issued one share
of our common stock for every 20 ordinary shares of Peplin
Limited that were issued and outstanding. We also cancelled each
of the outstanding options to acquire ordinary shares of Peplin
Limited, including those that were listed on the Australian
Securities Exchange, or ASX, and issued replacement options,
appropriately adjusted to reflect the reorganization,
representing the right to acquire shares of our common stock. We
refer to these transactions as the Reorganization. Fiscal 2009Compensation CostRelatedName
    
    to Reorganization($)Thomas G. Wiggans
    
    
    0Michael D.A. Aldridge
    
    
    29,600Philip K. Moody
    
    
    (25,074
    )David J.B. Smith
    
    
    1,273George Mahaffey
    
    
    18,528
 13




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Fiscal 2009Compensation CostRelatedName
    
    to Reorganization($)Peter J. Welburn
    
    
    3,392Cheri A. Jones
    
    
    1,150
 
 (4)
    
    The amounts shown consist of our incremental cost for the provision to the
named executive officers of certain specified perquisites for fiscal 2009,
as follows: $39,419 in car allowance for Dr. Welburn and $181,506 for Mr.
Aldridge and $147,899 for Mr. Moody for payments in accordance with
their separation agreements. Relocation costs represent amounts that we
agreed to pay in connection with each officers relocation to the San
Francisco Bay Area pursuant to each officers employment agreement. See
Executive Compensation  Employment Agreements for a description of the
relocation costs we have agreed to pay. The car allowance paid to Dr.
Welburn represents a benefit provided to Dr. Welburn in lieu of a portion of
his base salary.(5)
    
    Mr. Aldridge resigned from his position with us in August 2008. In
connection with his resignation, we agreed to pay Mr. Aldridge a lump sum
payment of $175,000 (equal to six months base salary) and COBRA premiums
equal to $6,506. Mr. Aldridge agreed to remain as a consultant through
May 2009, and his separation agreement with us provided that his outstanding
options would continue to vest through that date. Mr. Wiggans, our Chairman
of the Board, joined us as Chief Executive Officer in August 2008.(6)
    
    Mr. Smith, our current company secretary and former Senior Director,
Finance, was appointed as our Chief Financial Officer in September 2008.(7)
    
    Mr. Moody commenced employment with us in October 2006 and resigned in September 2008. In
connection with his resignation, we agreed to pay Mr. Moody a lump sum payment of $140,000
(equal to six months base salary) and pay COBRA premiums equal to
$7,899. Mr. Moody
agreed to remain as a consultant through June 15, 2009, and his separation agreement provided
that his outstanding options would continue to vest through that date.(8)
    
    Mr. Moody did not earn a bonus for the 2006 calendar year because he was hired in October 2006.(9)
    
    Mr. Mahaffey commenced employment with us in May 2007. Amounts shown for fiscal 2007
compensation are for the period from May 27, 2007 through June 30, 2007. Grants of Plan-Based Awards  Fiscal 2009
  All OtherOption Awards:
    
    
    Exercise or
    
    
    Grant Date
    
    
    Grant DateNumber of
    
    
    Base Price
    
    
    Closing Price
    
    
    Fair ValueSecurities
    
    
    of Option
    
    
    of Option
    
    
    of StockUnderlying
    
    
    Awards
    
    
    Awards
    
    
    and OptionName
    
    Award
    
    
    Grant Date(1)
    
    
    Options(#)
    
    
    ($/Sh)(2)(3)(4)
    
    
    ($/Sh)(2)(4)
    
    
    Awards($)(2)(5)Thomas G. Wiggans
    
    Stock options
    
    
    10/06/2008
    
    
    
    225,000
    
    
    $
    6.24
    
    
    $
    6.24
    
    
    $
    802,671Restricted stock
    
    
    10/06/2008
    
    
    
    225,000
    
    
    
    6.24
    
    
    
    6.24
    
    
    
    1,404,000David J.B. Smith
    
    Stock options
    
    
    11/18/2008
    
    
    
    50,000
    
    
    
    3.86
    
    
    
    3.86
    
    
    
    121,464George W. Mahaffey
    
    Stock options
    
    
    11/18/2008
    
    
    
    60,000
    
    
    
    3.86
    
    
    
    3.86
    
    
    
    145,758Peter J. Welburn, Ph.D.
    
    Stock options
    
    
    11/18/2008
    
    
    
    55,000
    
    
    
    3.86
    
    
    
    3.86
    
    
    
    133,611Cheri A. Jones, M.S.
    
    Stock options
    
    
    11/18/2008
    
    
    
    54,000
    
    
    
    3.86
    
    
    
    3.86
    
    
    
    131,183
 
 (1)
    
    All options to purchase shares of our common stock issued under our 2007 Plan
vest monthly over four years following issuance, except for options granted
upon commencement of employment, which vest 25% on the first anniversary of
commencement of employment and monthly for three years thereafter, subject in
each case to continued service with us. 14




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(2)
    
    All options granted to purchase shares of our common stock under our 2007 Plan
are made in U.S. dollars.(3)
    
    Our policy is to set the exercise prices of our stock option grants equal to
the market price on the date of grant. Market price on the date of grant is
determined by calculating the volume weighted average closing share price of
our stock on the ASX for the five trading days following the date of grant.(4)
    
    Amounts shown are the closing prices of our stock on the ASX on the grant date.(5)
    
    The U.S. dollar value of the option grants shown represents the grant date
fair value based on the Black-Scholes model of option valuation to determine
grant date fair value, as prescribed under SFAS No. 123R. The actual value, if
any, an executive may realize will depend on the excess of the stock price
over the exercise price on the date the option is exercised. There is no
assurance that the value realized by an executive will be at or near the value
estimated by the Black-Scholes model. The following assumptions were used in
the Black-Scholes model: market price of stock, $3.86 to $6.24; exercise price
of option, $3.86 to $6.24; expected stock volatility, 61.18% to 66.77;
risk-free interest rate, 3.48% to 3.53% (based on the 10-year treasury bond
rate); expected life, 5.62 to 6.20 years; dividend yield, 0%; expected
forfeiture, 12.46%. These options vest and are generally exercisable in 48
monthly tranches beginning one month after the grant date. Employment and Consultancy Agreements
 Employment Agreements.
     
    
    50% vested on June 30, 2009; and
    
    the remaining 50% vest in 12 equal monthly installments
on the last day of each month from July
2009 through June 2010, subject to continued
employment, provided that for the final nine monthly
installments, Mr. Wiggans is only required to be
serving as the Chief Executive Officer or Chairman, but
not both.
  15




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
    
    25% vested on June 30, 2009;
    
    25% vest on June 30, 2010, if Mr. Wiggans
continues in the role of Chief Executive Officer or
Chairman through that date; and
    
    the remaining 50% shall vest on June 30, 2011, if
Mr. Wiggans continues to serve as Chief Executive
Officer through that date, or on the first day during
Mr. Wiggans employment period (August 2008  June
2010) following a period of 20 consecutive trading days
during which the volume-weighted average price per
share of our common stock for each day is equal to or
greater than $15.00 per share.
 Outstanding Equity Awards at 2009 Fiscal Year-End
  Option AwardsNumber of
    
    
    Number of
    
    
    OptionSecurities
    
    
    Securities
    
    
    ExerciseUnderlying
    
    
    Underlying
    
    
    Price perUnexercised Options
    
    
    Unexercised Options
    
    
    Share
    
    
    Option ExpirationName
    
    Exercisable(#)
    
    
    Unexercisable(#)
    
    
    ($)
    
    
    DateThomas G. Wiggans
    
    
    8,855
    
    
    
    16,145
    (1)
    
    $
    13.27
    
    
    
    01/15/2018112,500
    
    
    
    112,500
    (2)
    
    
    6.24
    
    
    
    10/05/2018David J.B. Smith
    
    
    1,167
    
    
    
    0
    
    
    
    8.11
    
    
    
    12/31/20091,300
    
    
    
    0
    
    
    
    12.72
    
    
    
    12/31/20107,500
    
    
    
    0
    
    
    
    12.90
    
    
    
    08/08/20115,000
    
    
    
    0
    
    
    
    15.85
    
    
    
    12/31/20114,445
    
    
    
    7,380
    (3)
    
    
    13.81
    
    
    
    12/02/20177,294
    
    
    
    42,706
    (4)
    
    
    3.86
    
    
    
    11/17/2018George W. Mahaffey
    
    
    60,000
    
    
    
    25,000
    (5)
    
    
    15.85
    
    
    
    11/06/20123,780
    
    
    
    6,287
    (3)
    
    
    13.81
    
    
    
    12/02/20178,750
    
    
    
    51,250
    (4)
    
    
    3.86
    
    
    
    11/17/2018Peter J. Welburn, Ph.D.
    
    
    16,254
    
    
    
    27,063
    (3)
    
    
    13.81
    
    
    
    12/02/20174,050
    
    
    
    0
    
    
    
    8.11
    
    
    
    12/31/20095,000
    
    
    
    0
    
    
    
    12.72
    
    
    
    12/31/201020,000
    
    
    
    0
    
    
    
    12.90
    
    
    
    8/8/201110,000
    
    
    
    0
    
    
    
    15.85
    
    
    
    12/31/20118,022
    
    
    
    46,978
    (4)
    
    
    3.86
    
    
    
    11/17/2018Cheri A. Jones, M.S.
    
    
    12,510
    
    
    
    20,829
    (3)
    
    
    13.81
    
    
    
    12/02/201725,000
    
    
    
    0
    
    
    
    12.72
    
    
    
    12/31/201110,000
    
    
    
    0
    
    
    
    15.85
    
    
    
    12/31/20117,875
    
    
    
    46,125
    (4)
    
    
    3.86
    
    
    
    11/17/2018
 
 (1)
    
    The remaining shares vest in 31 equal monthly instalments to January 16, 2012.(2)
    
    The remaining shares vest in 12 equal monthly installments on the last day of
each month from July 16




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2009 through June 2010, subject to continued employment,
provided that for the final nine monthly installments, Mr. Wiggans is only
required to be serving as the Chief Executive Officer or Chairman, but not
both.(3)
    
    The remaining shares vest in 30 equal monthly installments to December 3, 2011.(4)
    
    The remaining shares vest in 41 equal monthly installments to November 18, 2012.(5)
    
    The remaining shares vest in 41 equal monthly installments to November 18, 2012.(6)
    
    30,000 shares vest May 25, 2009, 25,000 vest May 29, 2010 and the
remainder vest on May 25, 2010.  Option Exercises and Stock Vested at 2009 Fiscal Year-End
  Potential Payments Upon Termination or Change-in-Control
 Employment Agreements
  Thomas G. Wiggans.
  
    
    been convicted of or pled guilty or no contest to any felony;
    
    committed one or more acts of theft, embezzlement
or misappropriation against the company; or
    
    materially breached his obligations under his
respective employment agreement and the breach has not
been remedied within 30 days of delivery to executive
by us of a written notice specifically identifying the
breach.For purposes of Mr. Wiggans employment agreement, good reason shall mean:
    
    the companys material breach of the compensation and
benefit obligations set forth in the executives
employment agreements;
 17




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
    
    a material, substantial, and permanent reduction
in the executives duties, responsibilities or
authority at the company without the executives prior
written consent;
    
    a material breach of executives employment
agreement by removing executive from the position of
Chief Executive Officer without executives prior
written consent; or
    
    a material change in the geographic location at which Mr. Wiggans must perform services.
 David
J.B. Smith.
  
    
    been convicted of or pled guilty or no contest to
any felony, or any violation of securities law of any
jurisdiction;
    
    committed one or more acts of theft, embezzlement or misappropriation against the company;
    
    materially breached his obligations under his
respective employment agreement and the breach has not
been remedied within 30 days of delivery to executive
by us of a written notice specifically identifying the
breach;
    

violated the companys Code of Business Conduct and Ethics; or
    
    materially failed to perform his duties to the
company or a subsidiary to a reasonably satisfactory level
as determined by a majority of the members of the board of
directors after there has been delivered to executive a
written demand for performance by the company or
subsidiary that describes the specific material
deficiencies.For purposes of Mr. Smiths employment agreement, good reason shall mean:
    
    the companys material breach of the compensation and
benefit obligations set forth in Mr. Smiths employment
agreement;
    
    a material, substantial, and permanent reduction
in Mr. Smiths duties, responsibilities or authority at
the company without Mr. Smiths prior written consent;
or
    
    a material change in the geographic location at
which Mr. Smith must perform services (other than a
reassignment or relocation to the United States agreed
to by Mr. Smith and the company).
 Michael D.A. Aldridge.
 18




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Philip K. Moody.
 Peter J. Welburn, Ph.D.
  
    
    is unable to perform his duties under the
agreement for a continuous period of nine months in a
12-month period or is unable to perform his duties for
separate periods in aggregate of 12 months in a
24-month period;
    
    commits a willful breach or willfully neglects to
perform his obligations under the employment agreement,
company policy or company code of conduct;
    
    commits any other act which would entitle us to dismiss him summarily; or
    
    fails to observe or perform his duties under the
employment agreement and fails to cure such failure
within seven days of being instructed to do so in
writing.
 George W. Mahaffey and Cheri A. Jones, M.S.
  
    
    engages in misconduct;
    
    commits a willful breach or willfully neglects to
perform his obligations under the employment agreement;
    
    fails to observe or perform his duties under the
employment agreement and fails to cure such failure
within seven days of being instructed to do so in
writing;
    
    is convicted of or pleads nolo contendereto any felony or crime of moral turpitude; or
 19




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##### Table of Contents




    
    refuses to carry out the lawful directions of the
board of directors of the employing entity or a
supervisor, as specified in the employment agreements.
    
    
    a change of control occurred on June 30, 2009, the last business day of fiscal year 2009; and
    
    for Messrs. Aldridge and Moody, a change of
control and termination of employment occurred on their
last days of employment with us, August 15, 2008 and
September 2, 2008, respectively; and
    
    a termination without the required notice occurred
on June 30, 2009, the last business day of fiscal year
2009.
  Value of PotentialCash
    
    
    Stock and Option
    
    COBRA

    
    
    
    

    
    
    TotalSeverance(1)(2)
    
    
    Acceleration(2)(3)
    
    
    Premiums(4)
    
    
    Other
    
    
    Value(2)(5)Name
    
    Trigger
    
    ($)
    
    
    ($)
    
    
    ($)
    
    
    ($)
    
    
    ($)Thomas G. Wiggans
    
    Change of Control
    
    $
    500,000
    
    
    $
    1,671,588
    
    
    $
    12,000
    
    
    
    
    
    
    $
    2,183,588TerminationWithout RequiredNotice Period
    
    
    175,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    175,000Michael D.A. Aldridge
    
    Change of Control
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Resignation(6)
    
    
    175,000
    
    
    
    
    
    
    
    6,506
    
    
    $
    20,000
    
    
    
    201,506David J.B. Smith
    
    Change of Control
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    TerminationWithout RequiredNotice Period
    
    
    100,208
    (2)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    100,208Philip K. Moody
    
    Change of Control
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Resignation(7)
    
    
    140,000
    
    
    
    
    
    
    
    7,899
    
    
    
    7,500
    
    
    
    155,399
 20




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##### Table of Contents



Value of PotentialCash
    
    
    Stock and Option
    
     COBRA

    
    
    
    
    
    
    TotalSeverance(1)(2)
    
    
    Acceleration(2)(3)
    
    
    Premiums(4)
    
    
    Other
    
    
    Value(2)(5)Name
    
    Trigger
    
    ($)
    
    
    ($)
    
    
    ($)
    
    
    ($)
    
    
    ($)George Mahaffey
    
    Change of Control
    
    
    138,750
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    138,750TerminationWithout RequiredNotice PeriodPeter J. Welburn, Ph.D.
    
    Change of Control
    
    
    54,445
    (2)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    54,445TerminationWithout RequiredNotice PeriodCheri A. Jones, M.S.
    
    Change of Control
    
    
    64,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    64,000TerminationWithout RequiredNotice Period
 
 (1)
    
    Represents the dollar value of cash severance based upon the
monthly salary for the executive officer, multiplied by the
number of months required by the notice period specified in the
agreement.(2)
    
    Amounts have been converted from Australian dollars using the
foreign currency exchange rate of A$1 for each US$0.8114 as of June 30, 2009.(3)
    
    Amounts shown represent the aggregate value of the acceleration
of vesting of the executive officers unvested options, based on
the spread between the closing price of our common stock of $8.44
on June 30, 2009 and the option exercise prices.(4)
    
    Excludes the value to the executive of the continued right to
indemnification by us. Executive officers will be indemnified by
us and will receive continued coverage under our directors and
officers liability insurance (if applicable).(5)
    
    For the purposes of calculation of the COBRA premiums, a monthly
payment of U.S.$2,000 has been assumed, except for the COBRA premiums
of $6,506 for Mr. Aldridge and $7,899 for Mr. Moody, which were paid
in connection with their separation agreements.(6)
    
    In connection with Mr. Aldridges resignation on August 15, 2008, we
agreed to pay him a lump sum amount of $175,000 (equal to six months
base salary) and to pay COBRA premiums for him and his dependents for
a period of six months following the date of termination. We also
agreed to pay up to $20,000 towards executive outplacement services
and fees and expenses of counsel for Mr. Aldridge in connection with
the negotiation of the separation agreement. A description of the
material terms of Mr. Aldridges severance agreement can be found
above in this Potential Payments Upon Termination or
Change-in-Control section.(7)
    
    In connection with Mr. Moodys resignation on September 2, 2008, we
agreed to pay him a lump sum amount $140,000 (equal to six months base
salary) and to pay COBRA premiums for him and his dependents for a
period of six months following the date of termination. We also
agreed to pay up to $7,500 towards executive outplacement services and
fees and expenses of counsel for Mr. Moody in connection with the
negotiation of the separation agreement. A description of the
material terms of Mr. Moodys severance agreement can be found above
in this Potential Payments Upon Termination or Change-in-Control
section. Option Acceleration Policy
  21




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##### Table of Contents



Director Compensation
  Fees Earnedor Paid in
    
    
    OptionCash(1)
    
    
    Awards(2)
    
    
    TotalName
    
    ($)
    
    
    ($)
    
    
    ($)Thomas G. Wiggans
    
    $
    10,592
    
    
    $
    87,760
    
    
    $
    98,352Eugene Bauer M.D.
    
    
    6,231
    
    
    
    
    
    
    
    6,231Cherrell Hirst
    
    
    39,876
    
    
    
    51,364
    
    
    
    91,240Gary Pace, B.Sc. (Hons), Ph.D.
    
    
    42,526
    
    
    
    51,364
    
    
    
    93,890James Scopa
    
    
    42,526
    
    
    
    51,364
    
    
    
    93,890Michael Spooner
    
    
    39,876
    
    
    
    51,364
    
    
    
    93,890Josh Funder
    
    
    28,363
    
    
    
    
    
    
    
    28,363
 
 (1)
    
    Non-employee director retainer fees are determined by our board
of directors within the aggregate limit for directors fees
previously approved prior to the Reorganization. Non-employee
director retainer fees were A$50,000 for all non-employee directors from July 1, 2008 through February 28, 2009, and US$50,000 for U.S.-based non-employee directors and A$60,000 for Australian-based non-employee directors from March 1, 2009 through June 30, 2009. Non-employee
directors do not receive any retirement allowances or benefits,
other than statutory superannuation entitlements, which are
funded through a portion of the fees shown above. We pay no
additional fees for attending meetings or for serving on
committees.(2)
    
    The amounts shown are the amounts of compensation cost recognized
by us in fiscal year 2009 related to the grants of stock options
in fiscal year 2009 and prior fiscal years, as prescribed under
the Statement of Financial Accounting Standards No. 123 (revised
2004), Share Based Payment, as amended, or SFAS No. 123R.As of the end of our 2009 fiscal year, each of Dr. Pace and
Messrs. Scopa and Spooner held options to acquire 20,000 shares
of our common stock, Dr. Bauer held options to acquire 105,000
shares of our common stock, Ms. Hirst held options to acquire
15,000 shares of our common stock, and Mr. Wiggans held options
to acquire 250,000 shares of our common stock. With the exception
of Mr. Wiggans, who holds unvested options to acquire 128,645
shares of our common stock and Dr. Bauer who holds unvested
options to acquire 100,000 shares of our common stock, none of
our other non-employee directors held any unvested stock awards
as of the end of our 2009 fiscal year.   22




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##### Table of Contents



Compensation Committee Report
 The information contained in this report shall not be deemed to be soliciting material, to
be filed with the SEC, or to be subject to Regulation 14A or Regulation 14C (other than as
provided in Item 407 of Regulation S-K) or to the liabilities of Section 18 of the Securities
Exchange Act of 1934, and shall not be deemed to be incorporated by reference in future filings
with the SEC except to the extent that Peplin specifically incorporates it by reference into a
document filed under the Securities Act of 1933 or the Securities Exchange Act of 1934.
  Submitted by the Compensation Committee
 Chairperson
 Compensation Committee Interlocks and Insider Participation
    23




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##### Table of Contents



Shares
    
    Purchase Price(2)Entities affiliated with MPM BioVentures IV LLC(1)
    
    
    6,967,777
    
    
    $
    5,365,188Acorn Capital
    
    
    4,819,145
    
    
    $
    3,710,742Orbis Funds
    
    
    4,473,972
    
    
    $
    3,444,958Asian Union Investments
    
    
    4,215,779
    
    
    $
    3,246,150
 
 (1)
    
    Mr. Scopa, a member of our board of directors, is a managing
member of MPM BioVentures IV LLC, one of the MPM entities that
acquired the above-listed shares.(2)
    
    Amounts have been converted from Australian dollars using the
foreign currency exchange rate on August 9, 2007, of $0.8542 per
A$.  Units
    
    
    Purchase PriceEntities affiliated with MPM BioVentures IV-QP L.P.(1)
    
    
    385,885
    
    
    $
    6,999,954Asia Union Investments
    
    
    57,148
    
    
    $
    1,036,665Entities affiliated with Orbis Funds
    
    
    142,872
    
    
    $
    2,591,698New Enterprise Associates
    
    
    264,608
    
    
    $
    4,799,989
 
 (1)
    
    Mr. Scopa, a member of our board of directors, is a managing
member of MPM BioVentures IV LLC which has the power to exercise
voting control of shares held by MPM BioVentures IV-QP L.P. and
its affiliates. 24




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##### Table of Contents



25




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##### Table of Contents



Item 12.
    
    Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
  
    
    each person, or group of affiliated persons, who is known by us to own beneficially more
than 5% of Peplin common stock;
    
    each of our named executive directors;
    
    each of our directors; and
    
    all of our executive officers and directors as a group.
   Percentage ofShares
    
    
    SharesBeneficially
    
    
    BeneficiallyName
    
    Owned
    
    
    OwnedNamed Executive Officers and DirectorsThomas G. Wiggans
    
    
    396,856
    (1)()
    
    
    2.6
    %David J.B. Smith
    
    
    34,434
    (2)()
    
    
    *Eugene Bauer
    
    
    36,752
    (3)()
    
    
    *George W. Mahaffey
    
    
    81,290
    (4)()
    
    
    *Peter J. Welburn
    
    
    75,617
    (5)()
    
    
    *Cheri Jones
    
    
    66,305
    (5)()Cherrell Hirst
    
    
    41,116
    (6)()
    
    
    *Gary Pace
    
    
    38,805
    (7)()
    
    
    *James Scopa
    
    
    4,232,749
    (8)()
    
    
    26.2
    %Joshua Funder
    
    
    0
    ()
    
    
    *Michael Spooner
    
    
    19,001
    (9)()
    
    
    *All executive officers and directors as a group (11 persons)
    
    
    5,022,925
    (10)
    
    
    31.3
    %All 5% or Greater StockholdersEntities affiliated with MPM BioVentures IV LLC
    
    
    4,212,749
    (11)()
    
    
    26.1
    %c/o MPM BioVentures IV LLC200 Clarendon StreetBoston, MA 02116Entities affiliated with Orbis Global Equity Fund Limited
    
    
    1,964,618
    (12)
    
    
    12.6
    %LPG Building, 34 Bermudiana RoadHamilton HM 11, BermudaGBS Venture Partners Pty Ltd as Trustee for GBS BioVentures IV
    
    
    1,904,960
    ()
    
    
    12.0
    %Harley HouseLevel 5, 71 Collins StreetMelbourne Victoria 3000 AustraliaNew Enterprise Associates 12, Limited Partnership
    
    
    1,301,781
    (13)
    
    
    8.3
    %2855 Sand Hill RoadMenlo Park, CA 94025Asia Union Investments Pty Ltd.
    
    
    1,123,857
    (14)
    
    
    7.3
    %20 Rosemont Avenue
 26




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##### Table of Contents



Percentage ofShares
    
    
    SharesBeneficially
    
    
    BeneficiallyName
    
    Owned
    
    
    OwnedWoollahra NSW 2025 AustraliaEntities affiliated with Acorn Capital Limited
    
    
    1,111,005
    (15)
    
    
    7.2
    %c/o Acorn Capital LimitedLevel 12, 90 Collins StreetMelbourne Victoria 3000 Australia
 
 
    
    In connection with the Peplins entry into the merger agreement with
LEO, certain Peplin directors, executive officers, 5% stockholders
and certain of their affiliates entered into voting agreements
pursuant to which they agreed to, among other things, vote their
shares of Peplin common stock in favor of the adoption of the merger
agreement. The parties to the voting agreements held approximately
33.35% of the Peplins outstanding common stock as of October 19,
2009. The parties to the voting agreements have agreed to comply with
certain restrictions on the disposition of their shares, subject to
the terms and conditions contained therein. Pursuant to their terms,
the voting agreements will terminate at the earliest to occur of (i)
the valid termination of the merger agreement in accordance with its
terms, (ii) the effective time of the merger, or (iii) the
termination of the voting agreements by mutual consent of the
parties.*
    
    Less than 1%.(1)
    
    Includes 225,000 shares of restricted stock issued on October 6, 2008
of which 168,750 shares would be subject to a right of repurchase in
Peplins favor upon Mr. Wiggans cessation of service prior to
vesting, and 171,356 shares of Peplin common stock that Mr. Wiggans
has the right to acquire pursuant to outstanding options exercisable
within 60 days of October 19, 2009.(2)
    
    Mr. Smith has the right to acquire these shares of Peplin common
stock pursuant to outstanding options exercisable within 60 days of
October 19, 2009.(3)
    
    Includes 36,752 shares of Peplin common stock that Dr. Bauer has the
right to acquire pursuant to outstanding options exercisable within
60 days of October 19, 2009.(4)
    
    Mr. Mahaffey has the right to acquire these shares of Peplin common
stock pursuant to outstanding options exercisable within 60 days of
October 19, 2009.(5)
    
    Mr. Welburn has the right to acquire these shares of Peplin common
stock pursuant to outstanding options exercisable within 60 days of
October 19, 2009.(6)
    
    Includes 15,000 shares of Peplin common stock Dr. Hirst has the right
to acquire pursuant to outstanding options exercisable within 60 days
of October 19, 2009, and 932 shares of Peplin common stock that Dr.
Hirst has the right to acquire pursuant to outstanding warrants
represented by Peplin CDIs that are fully exercisable.(7)
    
    Includes 15,000 shares of Peplin common stock Dr. Pace has the right
to acquire pursuant to outstanding options exercisable within 60 days
of October 19, 2009, and 2,775 shares of Peplin common stock that Dr.
Pace has the right to acquire pursuant to outstanding warrants
represented by Peplin CDIs that are fully exercisable.(8)
    
    Includes 20,000 shares of Peplin common stock Mr. Scopa has the right
to acquire pursuant to outstanding options exercisable within 60 days
of October 19, 2009 and (a) 2,899,275 shares of Peplin common stock,
(b) 385,885 shares of Peplin common stock subject to outstanding
warrants that are fully exercisable, and (c) 407,789 shares of Peplin
common stock subject to outstanding warrants represented by Peplin
CDIs that are fully exercisable, held, in the case of each of the
securities described in clauses (a), (b), and (c) of this paragraph,
by entities affiliated with MPM BioVentures IV LLC. Mr. Scopa is a
managing director of MPM BioVentures IV LLC. Mr. Scopa disclaims
beneficial ownership of the securities held by MPM BioVentures IV LLC
or its affiliates, except to the extent of his pecuniary interest
therein. See footnote 11 below for additional information regarding
the holdings of entities affiliated with MPM BioVentures IV LLC.(9)
    
    Includes 15,000 shares of Peplin common stock Mr. Spooner has the
right to acquire pursuant to outstanding options exercisable within
60 days of October 19, 2009, and 154 shares of Peplin common stock
that Mr. Spooner has the right to acquire pursuant to outstanding
warrants represented by Peplin CDIs exercisable that are fully
exercisable. 27




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##### Table of Contents



(10)
    
    Includes 168,750 shares of restricted stock subject to a right of
repurchase in Peplins favor upon an executive officers cessation of
service prior to vesting, options exercisable for 530,254 shares of
Peplin common stock within 60 days of October 19, 2009 and 411,651
shares of Peplin common stock issuable upon the exercise of
outstanding warrants represented by Peplin CDIs that are fully
exercisable.(11)
    
    Includes (a) 2,899,275 shares of Peplin common stock, (b) 385,885
shares of Peplin common stock subject to outstanding warrants that
are fully exercisable, and (c) 407,789 shares of Peplin common stock
subject to outstanding warrants represented by Peplin CDIs that are
fully exercisable, held by entities affiliated with MPM BioVentures
IV LLC. The entities affiliated with MPM BioVentures IV LLC are MPM
BioVentures IV-QP, L.P., MPM BioVentures IV GmbH & Co. Beteiligungs,
KG and MPM Asset Management Investors BV4 LLC, who hold 2,717,315,
104,680 and 77,261 shares of Peplin common stock, warrants to
purchase 361,668, 13,933 and 10,284 shares of Peplin common stock and
replacement options to purchase 382,198, 14,724 and 10,868 shares of
Peplin common stock, respectively. The voting and disposition of the
shares of Peplin common stock, warrants and options held by these
entities is determined by the managing directors of MPM BioVentures
IV LLC, which is a direct or indirect general partner, managing
limited partner or manager, as applicable, of these entities.
According to information provided by the stockholders, Ashley
Dombkowski, Luke Evnin, Ansbert Gadicke, William Greene, Vaughn M.
Kailian, Steven St. Peter, James Scopa, who is a member of our board
of directors, and John Vander Vort are managing directors of MPM
BioVentures IV LLC and share voting and investment power with respect
to these shares, and each of them disclaims beneficial ownership of
these shares, except to the extent of his or her respective pecuniary
interest therein. Also includes an aggregate of 519,800 shares of
Peplin common stock held by entities affiliated with MPM BioVentures
III LLC, of which (i) 25,510 shares are held by MPM BioVentures III,
L.P., (ii) 379,381 shares are held by MPM BioVentures III-QP, L.P.,
(iii) 32,061 shares are held by MPM BioVentures III GmbH & Co.
Beteiligungs KG, (iv) 11,456 shares are held by MPM BioVentures III
Parallel Fund, L.P., (v) 9,017 shares are held by MPM Asset
Management Investors BVIII LLC, and (vi) 62,375 shares are held by
MPM BioVentures Strategic Fund, L.P. The voting and disposition of
the shares of Peplin common stock held by these entities is
determined by the managing directors of MPM BioVentures III LLC,
which is a direct or indirect general partner, managing limited
partner or manager, as applicable, of these entities. According to
information provided by the stockholders, Ansbert Gadicke and Luke
Evnin are managing directors of MPM BioVentures III LLC and share
voting and investment power with respect to these shares, and each of
them disclaims beneficial ownership of these shares, except to the
extent of his respective pecuniary interest therein. In addition, Dr.
Patou, one of our consultants, is a managing director of MPM Asset
Management LLC. As an executive partner, Dr. Patou has no ownership
interest, or voting or investment power with respect to the shares of
Peplin common stock held by funds affiliated with MPM BioVentures IV
LLC or MPM BioVentures III LLC.(12)
    
    Includes (a) 1,740,085 shares of Peplin common stock, (b) 142,872
shares of Peplin common stock subject to outstanding warrants that
are fully exercisable and (c) 81,661 shares of Peplin common stock
subject to outstanding warrants represented by Peplin CDIs that are
fully exercisable, held by entities affiliated with Orbis Global
Equity Fund Limited. The entities affiliated with Orbis Global Equity
Fund Limited are Orbis Optimal SA Fund Limited, Orbis SICAV-Global
Equity Fund, Orbis MIS  Orbis Global Equity Fund, Orbis MIS 
Orbis/SM Australia Equity Fund, G.A. Fund  L Equity Deep Value
World TP, Intech Australian Shares High Alpha Trust, Construction and
Building Unions Superannuation Fund, Russell Australian Opportunities
Fund, HESTA, Host Plus and Catholic Superannuation Fund, each of
which holds 25,250, 79,374, 61,273, 283,753, 12,850, 64,767, 398,126,
25,661, 127,377, 34,125, and 57,310 shares of Peplin common stock,
respectively. According to Management (Australia) Pty Ltd has voting
and investment power with respect to the shares held by Orbis MIS 
Orbis/SM Australia Equity Fund and William Gray, President and
director of Orbis Investment Management Limited, has voting and
investment power with respect to the shares held by Orbis Global
Equity Fund Limited and the other entities affiliated with Orbis
Global Equity Fund Limited, each of whom disclaims beneficial
ownership of these shares, except to the extent of any pecuniary
interest therein.(13)
    
    Includes (a) 1,037,173 shares of Peplin common stock and (b) 264,608
shares of Peplin common stock subject to outstanding warrants that
are fully exercisable. NEA 12 GP, LLC is the sole general partner of
NEA Partners 12, Limited Partnership, which is the sole general
partner of New Enterprise Associates 12, Limited Partnership. Peter
J. Barris, M. James Barrett, Charles W. Newhall III, Ryan 28




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##### Table of Contents



D. Drant, Eugene A. Trainor III, C. Richard Kramlich, Mark W. Perry, Scott D.
Sandell, Forest Baskett, Charles M. Linehan, Krishna S. Kolluri and
Patrick Kerins are the managers of NEA 12 GP, LLC. As a result,
Messrs. Barris, Barrett, Newhall, Drant, Trainor, Kramlich, Perry,
Sandell, Baskett, Linehan, Kolluri and Kerins may be considered
beneficial owners of any shares deemed to be beneficially owned by
New Enterprise Associates 12, Limited Partnership. Each of the
aforementioned persons disclaims beneficial interest of these shares,
except to the extent of his pecuniary interest therein.(14)
    
    Includes (a) 1,027,525 shares of Peplin common stock, (b) 57,148
shares of Peplin common stock subject to outstanding warrants that
are fully exercisable and (c) 39,184 subject to outstanding warrants
represented by Peplin CDIs that are fully exercisable. According to
information provided by the stockholder, Barbara Ann Abbott,
Christopher Abbott and Rosalind Phyllida Abbott, are directors of
Asia Union Investments Pty Limited, and share voting and investment
power with respect to these shares, each of whom disclaims beneficial
ownership of these shares, except to the extent of any pecuniary
interest therein.(15)
    
    Includes (a) 1,067,223 shares of Peplin common stock and (b) 43,781
shares of Peplin common stock subject to outstanding warrants
represented by Peplin CDIs that are fully exercisable, held of record
by nominee and trustee companies on behalf of Acorn Capital Limited,
in its capacity as a discretionary investment manager to certain
superannuation funds, pooled superannuation trusts, managed
investment schemes and investment management agreements. Acorn
Capital Limited has sole voting and dispositive power over these
shares. According to information provided by the stockholder, Robert
Brown, David Bryant, Barry Fairley, Ian Ferres, Barrie Laws and
Robert Officer, the directors of Acorn Capital Limited, and Peter
Russell, the Senior Industrial Analyst of Acorn Capital Limited,
share voting and investment power with respect to these shares, each
of whom disclaims beneficial ownership of these shares, except to the
extent of any pecuniary interest therein. Equity Compensation Plans
  (c)Number of SharesRemaining Available for(a)
    
    
    
    
    
    
    Future Issuance UnderNumber of Shares to be
    
    
    (b)
    
    
    Equity Compensation PlansIssued Upon Exercise of
    
    
    Weighted-Average Exercise
    
    
    (Excluding SharesOutstanding Options
    
    
    Price of Outstanding
    
    
    Reflected inPlan Category
    
    and Rights
    
    
    Options and Rights
    
    
    Column (a)Equity compensation
plans approved by
security holders
    
    
    1,383,538
    
    
    $
    8.94
    
    
    
    1,116,462Equity compensation
plans not approved
by security holders
    
    
    
    
    
    
    
    
    
    
    Total
    
    
    1,383,538
    
    
    $
    8.94
    
    
    
    1,116,462
 29




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##### Table of Contents



Item 13.
    
    Certain Relationships and Related Transactions and Director Independence
 Certain Relationships and Related Party Transactions
   Purchase Agreement
  Sales of Securities
   30




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##### Table of Contents



Shares
    
    
    Purchase Price(2)Entities affiliated with MPM BioVentures IV LLC(1)
    
    
    6,967,777
    
    
    $
    5,365,188Acorn Capital
    
    
    4,819,145
    
    
    $
    3,710,742Orbis Funds
    
    
    4,473,972
    
    
    $
    3,444,958Asian Union Investments
    
    
    4,215,779
    
    
    $
    3,246,150
 
 (1)
    
    Mr. Scopa, a member of our board of directors, is a managing member of
MPM BioVentures IV LLC, one of the MPM entities that acquired the
above-listed shares.(2)
    
    Amounts have been converted from Australian dollars using the foreign
currency exchange rate on August 9, 2007, of $0.8542 per A$.  Units
    
    Purchase PriceEntities affiliated with MPM BioVentures IV-QP L.P.(1)
    
    
    385,885
    
    
    $
    6,999,954Asia Union Investments
    
    
    57,148
    
    
    $
    1,036,665Entities affiliated with Orbis Funds
    
    
    142,872
    
    
    $
    2,591,698New Enterprise Associates
    
    
    264,608
    
    
    $
    4,799,989
 
 (1)
    
    Mr. Scopa, a member of our board of directors, is a managing member of
MPM BioVentures IV LLC which has the power to exercise voting control
of shares held by MPM BioVentures IV-QP L.P. and its affiliates.    Acquisition of Neosil, Inc.
  31




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Director Independence
 www.peplin.com
 
 Item 14.
    
    Principal Accounting Fees and Services
 Audit and Non-Audit Fees and Services
  For the Fiscal Year EndedJune 30,Nature of Services
    
    2009
    
    
    2008Audit Fees
    
    $
    360,499
    
    
    $
    1,828,885Audit-Related Fees
    
    
    92,975
    
    
    
    Tax Fees
    
    
    
    
    
    
    All Other Fees
    
    
    3,104
    
    
    
    Total Fees
    
    $
    456,578
    
    
    $
    1,828,885
 Audit Fees
 Audit-Related Fees
 Tax Fees
 All Other Fees
 Policy on Audit Committee Pre-Approval of Services Performed by Independent Registered Public Accounting Firm
  32




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33




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##### Table of Contents



PART IV
 
 Item 15.
    
    Exhibits and Financial Statement Schedules
 Exhibits:
 Exhibit No.
    
    Description of Exhibit31.3
    
    Certificate of Chief Executive Officer
Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.31.4
    
    Certificate of Chief Financial Officer
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 Exhibits.
 34




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##### Table of Contents



SIGNATURES
  Peplin, Inc.Dated: October 28, 2009
    By:

/s/ THOMAS WIGGANSThomas WiggansChief Executive Officer
(Principal Executive Officer) 35




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##### Table of Contents



EXHIBIT INDEX
 Exhibit No.
    
    Description of Exhibit31.3
    
    Certificate of Chief Executive Officer
Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.31.4
    
    Certificate of Chief Financial Officer
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 36