Page 8 of 10 – SEC Filing
The Adviser GP, Felix J. Baker and Julian C. Baker as Managing
Members of the Adviser GP, and the Adviser may be deemed to be beneficial owners of securities of the Issuer directly held by
the Funds, and may be deemed to have the power to vote or direct the vote of and the power to dispose or direct the disposition
of such securities.
The Reporting Persons disclaim beneficial ownership of the securities
held by each of the Funds, and this Amendment No. 12 shall not be deemed an admission that the Reporting Persons are the beneficial
owners of such securities for purposes of Section 13(d) or for any other purpose.
Julian C. Baker and Stephen R. Biggar currently serve on the
Issuer’s Board of Directors (the “Board”) as representatives of the Funds. Julian C. Baker and Dr. Biggar as
compensation for their service on the Board, hold options to purchase shares of common stock of the Issuer (“Stock Options”).
Julian C. Baker and Dr. Biggar hold 57,500 and 96,500 Stock Options, respectively, of which 46,250 and 85,250, respectively, are
vested or will vest within 60 days hereof. The policy of the Funds and the Adviser does not permit Managing Members of the Adviser
GP or full-time employees of the Adviser to receive compensation for serving as directors of the Issuer, and the Funds are instead
entitled to the pecuniary interest in the Stock Options. Julian C. Baker and Dr. Biggar have no voting or dispositive power and
no pecuniary interest in the Stock Options. Other than through their control of the Adviser, Felix J. Baker and Julian C. Baker
have neither voting nor dispositive power and have no direct pecuniary interest in the Stock Options held by Dr. Biggar. The Funds
are instead entitled to the pecuniary interest in the Stock Options held by Julian C. Baker and Dr. Biggar. Baker Bros. Advisors
LP has voting and investment power over the Stock Options held by Julian C. Baker and Dr. Biggar disclosed herein and in previous
amendments to this Schedule 13D.
The Adviser GP, and Felix J. Baker and Julian C. Baker as Managing
Members of the Adviser GP, may be deemed to have the power to vote or direct the vote of and the power to dispose or direct the
disposition of the Stock Options held by Julian C. Baker and Dr. Biggar disclosed herein and in previous amendments to this Schedule
13D.
(c) The following transactions in the Issuer’s Common
Stock were effected by the Funds noted below during the sixty days preceding the filing of this statement using working capital
of the applicable Fund. All purchase transactions were effected in the open market directly with a broker-dealer. Except as disclosed
herein or in any previous amendments to this Schedule 13D, none of the Reporting Persons or their affiliates has effected any other
transactions in securities of the Issuer during the past 60 days.
| Name | Date | Number of Shares | Transaction | Price/Share | Footnotes | |||||
| 667, L.P. | 9/20/18 | 102,267 | Purchase | 18.6366 | 1 | |||||
| Baker Brothers Life Sciences, L.P. | 9/20/18 | 920,495 | Purchase | 18.6366 | 1 | |||||
| 667, L.P. | 9/20/18 | 4,245 | Purchase | 19.0110 | 2 | |||||
| Baker Brothers Life Sciences, L.P. | 9/20/18 | 38,207 | Purchase | 19.0110 | 2 | |||||
| 667, L.P. | 9/20/18 | 14,555 | Purchase | 19.0924 | 3 | |||||
| Baker Brothers Life Sciences, L.P. | 9/20/18 | 131,007 | Purchase | 19.0924 | 3 |
1) The reported price is a weighted average price. These shares
were traded in multiple transactions at a prices ranging from $18.24 to $19.10. The Reporting Persons undertake to provide the
Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission (the “Staff”), upon
request, full information regarding the number of shares traded at each separate price within the ranges set forth in this footnote.
