Page 9 of 14 – SEC Filing
Advisors is the sole general partner of OrbiMed Partners, pursuant to the terms of the limited liability company agreement of OrbiMed Partners. Pursuant to this agreement, Advisors has discretionary investment management authority with respect to the assets of OrbiMed Partners. Such authority includes the power of Advisors to vote and otherwise dispose of securities purchased by OrbiMed Partners. The number of outstanding Ordinary Shares held by OrbiMed Partners is 176,100 Ordinary Shares (all of which are represented by ADSs). Advisors may be considered to hold indirectly 176,100 Ordinary Shares. Isaly, pursuant to his authority as the managing member of, and owner of a controlling interest in, Advisors, also has shared discretionary power to direct the vote and the disposition of the securities of the Issuer held by OrbiMed Partners.
Capital is the investment advisor of OrbiMed Master Fund, pursuant to the terms of the investment advisory contract with OrbiMed Master Fund. Pursuant to this agreement, Capital has discretionary investment management authority with respect to the assets of OrbiMed Master Fund. Such authority includes the power of Capital to vote and otherwise dispose of securities purchased by OrbiMed Master Fund. The number of outstanding Ordinary Shares held by OrbiMed Master Fund is 193,900 Ordinary Shares (all of which are represented by ADSs). Capital may be considered to hold indirectly 193,900 Ordinary Shares. Isaly, pursuant to his authority as the managing member of, and owner of a controlling interest in, Capital, also has shared discretionary power to direct the vote and the disposition of the securities of the Issuer held by OrbiMed Master Fund.
Jonathan Silverstein (“Silverstein”), a Member of Advisors, has been a member of the Board of Directors of the Issuer since November 2014, and, accordingly, the Reporting Persons may have the ability to affect and influence control of the Issuer. From time to time, Silverstein may receive stock options or other awards of equity-based compensation pursuant to the Issuer’s compensation arrangements for non-employee directors. Silverstein is obligated to transfer any securities issued under any such stock options or other awards, or the economic benefit thereof, to the Reporting Persons, which will in turn ensure that such securities or economic benefit are provided to OPI V.
On or around August 1, 2017, Silverstein’s current term as a member of the Board of Directors of the Issuer will end, and at such time the Reporting Persons will no longer have any representation on the Issuer’s Board of Directors.
Registration Rights Agreement
OPI V and certain other stockholders of the Issuer entered into a registration rights agreement with the Issuer (the “Registration Rights Agreement”), dated as of November 24, 2014. Pursuant to the Registration Rights Agreement and subject to the terms and conditions therein, the parties agreed that:
Demand Registration Rights
At any time when the Issuer is eligible to use a Form F-3 registration statement, the holders of at least 25% of the shares covered by the Registration Rights Agreement or their transferees, can request that the Issuer register all or a portion of their shares on Form F-3. Such request for registration must cover a number of shares with an anticipated aggregate offering price, net of selling expenses, of at least $5.0 million. The Issuer will not be required to effect a demand registration during the period that is 30 days before the Issuer’s good faith estimate of the date of filing of, and ending on a date that is 90 days after the effective date of, a company-initiated registration of its securities, provided that the Issuer is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective. In addition, the Issuer will not be required to effect a demand registration if it has effected two such demand registrations within the twelve month period immediately preceding the date of such request.
Piggyback Registration Rights
The Registration Rights Agreement further provides that, in the event that the Issuer determines to register any of its securities under the Securities Act, either for its own account or for the account of other security holders, the stockholders who are party to the Registration Rights Agreement, including OPI V, will be entitled to certain “piggyback” registration rights allowing the holders to include their shares in such registration, subject to certain marketing and other limitations. These rights do not apply with respect to a registration related to employee benefit plans, corporate reorganizations or certain other transactions described in Rule 145 under the Securities Act or a registration in which the only Ordinary Shares being registered are Ordinary Shares issuable upon conversion of debt securities that are also being registered.
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