Page 12 of 15 – SEC Filing
(b) Each
of BVF, BVF2 and Trading Fund OS shares with Partners voting and dispositive power over the Shares each such entity beneficially
owns. Trading Fund OS, shares with Partners OS, voting and dispositive power over the Shares beneficially owned by Trading Fund
OS. Partners, BVF Inc. and Mr. Lampert share voting and dispositive power over the 26,026,200 Shares they may be deemed to beneficially
own with BVF, BVF2, Trading Fund OS and Partners OS.
(c) Schedule
A annexed hereto lists all transactions in securities of the Issuer during the past sixty days by the Reporting Persons. All of
such transactions were effected in the open market, except as otherwise noted.
(d) No
person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends
from, or proceeds from the sale of, the Shares.
(e) Not
applicable.
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. |
On July 26, 2017,
Partners entered into the Subscription Agreement with the Issuer to purchase ADSs and Warrants, as described further in Item 4.
On July 26, 2017,
Partners entered into the Voting and Standstill Agreement with the Issuer where the Reporting Persons have agreed to forego and
to waive certain voting rights, as described further in Item 4.
On August 7, 2017,
the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing on behalf
of each of them of statements on Schedule 13D, with respect to securities of the Issuer, to the extent required by applicable law.
A copy of this agreement is attached hereto as Exhibit 99.3 hereto and is incorporated herein by reference.
Partners is the general
partner of each of BVF and BVF2 pursuant to limited partnership agreements which authorize Partners, among other things, to invest
the funds of BVF and BVF2 in the Shares and other securities and to vote, exercise or convert and dispose of such securities. Pursuant
to such limited partnership agreements, Partners is entitled to receive fees based on assets under management and allocations based
on realized and unrealized gains on such assets.
Partners is the sole
member of Partners OS and the investment manager of Trading Fund OS, pursuant to an investment management agreement which authorizes
Partners, among other things, to invest the funds of Trading Fund OS in the Shares and other securities and to vote, exercise or
convert and dispose of such securities. Pursuant to such investment management agreement, Partners is entitled to receive fees
based on assets under management and allocations based on realized and unrealized gains on such assets.
Pursuant to investment
management agreements with certain of the Partners Managed Accounts, Partners and BVF Inc. have authority, among other things,
to invest funds of certain of the Partners Managed Accounts in the Shares and other securities and to vote, exercise or convert
and dispose of such securities. Pursuant to such investment management agreements, Partners and BVF Inc. receive fees based on
realized and unrealized gains thereon.
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