Page 8 of 10 SEC Filing
ITEM 5. Interest in Securities of the Issuer.
(a) and (b) Items 7 through 11 and 13 of each of the cover pages
of this Schedule 13D are incorporated herein by reference.
The information set forth in Item 4 is hereby incorporated by
reference into this Item 5.
Set
forth below is the aggregate number of Ordinary Shares of Common Stock of the Issuer directly held and owned through ADS directly
held by the Funds and the percentage of the Issuer’s outstanding Ordinary Shares such holdings represent. Each ADS
represents 13 Ordinary Shares of the Issuer. The information set forth below is based upon 427,442,865 Ordinary Shares outstanding
as of February 8, 2016, according to information obtained from the Issuer on February 9, 2016. Such percentage figures are calculated
in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended.
| Name | Number of Ordinary Shares we own or have the right to acquire within 60 days | Percent of Class Outstanding | ||||||
| 667, L.P. | 8,994,997 | 2.1 | % | |||||
| Baker Brother Life Sciences, L.P. | 95,565,000 | 22.4 | % | |||||
| 14159, L.P. | 639,600 | 0.1 | % | |||||
| Total | 105,199,597 | 24.6 | % | |||||
Pursuant to management agreements, as amended, among the Adviser,
the Funds, and their respective general partners, the Adviser has complete and unlimited discretion and authority with respect
to the Funds’ investments and voting power over investments.
The Adviser GP, Felix J. Baker and Julian C. Baker as principals
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 Schedule 13D 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, except to the extent that any such Reporting
Persons actually exercises voting or dispositive power with respect to such securities.
(c) The information set forth in Item 4 is
hereby incorporated by reference into this Item 5(c). Except as disclosed herein, none of the Reporting Persons or their affiliates
has effected any other transactions in securities of the Issuer during the past 60 days.
(d) Certain securities of the Issuer are held directly
by 667, a limited partnership the sole general partner of which is Baker Biotech Capital, L.P., a limited partnership the sole
general partner of which is Baker Biotech Capital (GP), LLC. Julian C. Baker and Felix J. Baker are the controlling members of
Baker Biotech Capital (GP), LLC.
Certain securities of the Issuer are held directly by Life Sciences,
a limited partnership the sole general partner of which is Baker Brothers Life Sciences Capital, L.P., a limited partnership the
sole general partner of which is Baker Brothers Life Sciences Capital (GP), LLC. Julian C. Baker and Felix J. Baker are the controlling
members of Baker Brothers Life Sciences Capital (GP), LLC.
