Page 10 of 12 – SEC Filing
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 Amendment No. 24 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.
Julian C. Baker and Felix J. Baker are also the
sole managers of FBB2 and FBB3 and as such may be deemed to be beneficial owners of shares of Common Stock held by FBB2 and FBB3
and may be deemed to have the power to vote or direct the vote and dispose or direct the disposition of those shares.
Felix J. Baker is a Director of the Issuer. In
connection with his service on the Issuer’s Board, Felix J. Baker holds options to purchase Common Stock of the Issuer (“Stock
Options”), Common Stock and restricted stock units payable solely in Common Stock of the Issuer (“Restricted Stock”)
as disclosed in previous amendments to this Schedule 13D.
Felix J. Baker serves on the Issuer’s Board as a representative
of the Funds. The policy of the Funds and the Adviser does not permit employees of the Adviser to receive compensation for serving
as a Director of the Issuer. Therefore, Felix J. Baker has no pecuniary interest in the Stock Options, Common Stock or Restricted
Stock. The Funds are instead entitled to the pecuniary interest in the Stock Options, Common Stock and Restricted Stock.
The Adviser has voting and investment power over the Stock Options,
Common Stock underlying such Stock Options, Restricted Stock and Common Stock held by Felix Baker received as directors compensation.
The Adviser GP, and Felix J. Baker and Julian C. Baker as principals 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, Common Stock underlying such Stock
Options, Restricted Stock and Common Stock of the Issuer held by Felix J. Baker received as directors compensation.
(c) 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.
(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.
Page 10 of 12 Pages
