FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person * Musket David B   2. Issuer Name and Ticker or Trading Symbol AEROGEN INC [AEGN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 125 CAMBRIDGEPARK DRIVE,  3. Date of Earliest Transaction (Month/Day/Year) 07/28/2005 (Street) CAMBRIDGE, MA 02140 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) ___ Form filed by One Reporting Person _X_ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 07/28/2005   S   33,700 D $ 0.6474 851,434 I See footnote (1) (2)

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Musket David B 125 CAMBRIDGEPARK DRIVE CAMBRIDGE, MA 02140		X
KUROKAWA BARRY C/O PROMED PARTNERS, L.P. 125 CAMBRIDGEPARK DRIVE CAMBRIDGE, MA 02140				Joint Filer
PROMED ASSET MANAGEMENT, LLC 125 CAMBRIDGEPARK DRIVE CAMBRIDGE, MA 02140				Joint Filer
PROMED PARTNERS L P 125 CAMBRIDGEPARK DR 125 CAMBRIDGEPARK DR, MA 02104				Joint Filer
PROMED PARTNERS II LP 125 CAMBRIDGEPARK DR CAMBRIDGE, MA 02104				Joint Filer
PROMED MANAGEMENT INC 125 CAMBRIDGEPARK DR CAMBRIDGE, MA 02104				Joint Filer
PROMED OFFSHORE FUND, LTD 125 CAMBRIDGEPARK DRIVE CAMBRIDGE, MA 02140				Joint Filer
PROMED OFFSHORE FUND II, LTD 125 CAMBRIDGEPARK DRIVE CAMBRIDGE, MA 02140				Joint Filer

Signatures

David B. Musket		08/17/2005
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	The reported sale of 33,700 shares of the Issuer was made on behalf of the accounts of ProMed Partners, L.P., whose general partner is ProMed Asset Management, L.L.C. ("ProMed Asset Management"), which is controlled by David B. Musket and Barry Kurokawa (sold 6,000 shares and which as of the date of this Form 4, owns 449,480 shares of the Issuer); ProMed Partners II, L.P., whose general partner is also ProMed Asset Management (sold 1,650 shares and which as of the date of this Form 4, owns 82,336 shares of the Issuer); ProMed Offshore II Fund, Ltd., the Investment Manager of which is ProMed Management, Inc. ("ProMed Management") (sold 25,050 shares and which as of the date of this Form 4, owns 124,579 shares of the Issuer); and ProMed Offshore Fund, Ltd., whose investment manager is also ProMed Management (sold 1,000 shares and which as of the date of this Form 4, owns 72,564 shares of the Issuer). ProMed Management is controlled by David B. Musket and Barry Kurokawa.
(2)	The remainder of the reported amount of securities beneficially owned following the reported transaction may be deemed to be beneficially owned as follows: (A) 120,942 shares of the Issuer owned directly by David B. Muskat; and (B) 1,533 shares of the Issuer owned directly by Barry Kurokawa. Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

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