13D Filing: Versartis Inc. (NASDAQ:VSAR) and Sofinnova Venture Partners Viii

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(d)       Under
certain circumstances set forth in the limited partnership agreement of SVP VIII, the general partner and limited partners of SVP
VIII may be deemed to have the right to receive dividends from, or the proceeds from, the sale of shares of the Issuer owned by
such entity of which they are a partner.

(e)       The
Reporting Persons ceased to be beneficial owners of more than five percent of the Issuer’s Common Stock on March 15, 2017.

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.

In connection with the
acquisition of the preferred stock of the Issuer, the Reporting Persons and certain other investors are entitled to the registration
of their shares, including demand and piggyback registration rights, as more fully described in the Issuer’s Registration
Statement on Form S-1 filed with the Securities and Exchange Commission on February 18, 2014 (“Prospectus”) and incorporated
herein by reference.

In connection with the
acquisition of the preferred stock of the Issuer, the Reporting Persons and certain other investors entered into a voting agreement
regarding certain matters, including with respect to the election of directors. Such voting agreement automatically terminated
upon the closing of the Offering. Such voting agreement is more fully described in the Prospectus and incorporated herein by reference.

Akkaraju, in his capacity
as a director of the Issuer, and along with the other directors of the Issuer, entered into an Indemnification Agreement with the
Issuer, as more fully described in the Prospectus and incorporated herein by reference.

On
March 20, 2014, Akkaraju was granted an option to purchase up to 35,000 shares of the Issuer’s Common Stock. One-fourth of
the total number of shares subject to the option shall vest and become exercisable one year from March 21, 2014 (the “Vesting
Commencement Date”) and 1/36th of the remaining number of shares subject to the option shall vest and become exercisable on
each monthly anniversary of the Vesting Commencement Date thereafter. Such non-employee director compensation plan is more fully
described in the Prospectus and incorporated herein by reference.

In connection with the
Issuer’s initial public offering, the Reporting Persons and certain other persons entered into a lock-up agreement and agreed,
subject to certain exceptions, not to offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase
any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or
indirectly, any shares of Common Stock or any securities convertible into or exchangeable for shares of Common Stock, or enter
into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of any shares
of Common Stock or such other securities, without the prior written consent of Morgan Stanley &
Co. LLC and Citigroup Global Markets Inc.
for a period of 180 days from the date of the Prospectus, subject to certain exceptions.
Such lock-up period is more fully described in the Prospectus and incorporated herein by reference.

In connection with the
Issuer’s Secondary Offering in January of 2015, the Reporting Persons and certain other persons entered into a lock-up letter
and agreed, subject to certain exceptions, not to (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase,
purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose
of, directly or indirectly, any shares of Common Stock beneficially owned (as such term is used in Rule 13d-3 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”)), by the undersigned or any other securities so owned convertible
into or exercisable or exchangeable for Common Stock or (2) enter into any swap or other arrangement that transfers to another,
in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described
in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, without
the prior written consent of Citigroup Global Markets Inc. and Credit Suisse Securities (USA) LLC.
for a period of 60 days from the date of the final prospectus relating to the Secondary Offering (the “Prospectus”).
Such lock-up period is more fully described in the Prospectus and incorporated herein by reference.

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