Page 9 of 16 – SEC Filing Item 5. Interest in Securities
of the Issuer.
(a) and (b) Items 7 through 11 and 13 of each
of the cover pages of this Amendment No. 22 are incorporated herein by reference. Set forth below is the aggregate number and percentage
of shares of Common Stock directly held, as of the date hereof, by each of the following based upon 140,516,451 shares of common
stock as of July 20, 2016 as reported in the Issuer’s 10-Q filed with the SEC on July 26, 2016. Such percentage figures were
calculated in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended.
Holder Number of Shares Percentage of Class Outstanding 667, L.P.
4,671,498 3.3% Baker Brothers Life Sciences, L.P.
39,388,096 28.0%
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. 22 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.
Page 9 of 16
Item 5. Interest in Securities
of the Issuer.
(a) and (b) Items 7 through 11 and 13 of each
of the cover pages of this Amendment No. 22 are incorporated herein by reference. Set forth below is the aggregate number and percentage
of shares of Common Stock directly held, as of the date hereof, by each of the following based upon 140,516,451 shares of common
stock as of July 20, 2016 as reported in the Issuer’s 10-Q filed with the SEC on July 26, 2016. Such percentage figures were
calculated in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended.
| Holder | Number of Shares | Percentage of Class Outstanding |
| 667, L.P. | 4,671,498 | 3.3% |
| Baker Brothers Life Sciences, L.P. | 39,388,096 | 28.0% |
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. 22 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.
| Page 9 of 16 |
