Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
  DEF Associates Ltd.
2. Date of Event Requiring Statement (Month/Day/Year)
01/01/2012
3. Issuer Name and Ticker or Trading Symbol
ARADIGM CORP [ARDM]
(Last)
(First)
(Middle)
C/O FIRST EAGLE INVESTMENT MANAGEMENT, 1345 AVENUE OF THE AMERICAS
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) __X__ Other (specify below)
See footnote below
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

NEW YORK, NY 10105
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 7,473,328 (1)
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
DEF Associates Ltd.
C/O FIRST EAGLE INVESTMENT MANAGEMENT
1345 AVENUE OF THE AMERICAS
NEW YORK, NY 10105
    X   See footnote below

Signatures

/s/Tim Tabor 01/12/2012
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) DEF Associates Ltd. ("DEF Ltd.") directly owns 7,473,328 shares, which shares were acquired by DEF Ltd. in connection with the redemption of certain investors in DEF Associates N.V. and the simultaneous contribution of such shares to DEF Ltd. DEF Ltd., First Eagle Value in Biotechnology Master Fund, Ltd., 21 April Fund, L.P., 21 April Fund, Ltd. and DEF Associates LP (collectively, the "Funds") may be deemed to be members of a Section 13(d) group owning more than 10% of the issuer's outstanding common stock. The Funds together beneficially own 71,357,909 shares. Each of the Funds disclaims Section 16 beneficial ownership of the reported securities, and this report shall not be deemed an admission that any such Fund is the beneficial owner of such securities, except to the extent of its pecuniary interest therein.

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