13D Filing: James E. Flynn and Nivalis Therapeutics Inc. (NVLS)

SCHEDULE 13D

(2) Comprised of 1,124,740 shares held by Deerfield Special
Situations Fund, L.P., 402,064 shares held by Deerfield Private Design, L.P., 647,152 shares held by Deerfield Private Design
International, L.P., 726,242 shares held by Deerfield Private Design Fund II, L.P., 832,216 shares held by Deerfield Private Design
International II, L.P. and 9,225 shares of Common Stock
underlying an option held by Howard P. Furst, a partner in Deerfield Management Company, L.P. and a director of the Issuer. Does
not include 3,075 shares underlying such option, representing the portion thereof that is not vested and will not vest within
60 days from the date of this report.