Page 10 of 15 – SEC Filing OrbiMed Israel is the sole general partner of OIP II pursuant to the terms of the limited partnership agreement of OIP II. OrbiMed Limited is the sole general partner of OrbiMed Israel pursuant to the terms of the limited partnership agreement of OrbiMed Israel. Pursuant to these agreements and relationships, OrbiMed Israel has discretionary investment management authority with respect to the assets of OIP II and such discretionary investment management authority is exercised through OrbiMed Limited by action of the Committee. Such authority includes the power to vote and otherwise dispose of securities held by OIP II. The number of outstanding Shares of the Issuer attributable to OIP II is 3,072,196. OrbiMed Israel, as the general partner of OIP II, may be considered to hold indirectly 3,072,196 Shares, and OrbiMed Limited, as the general partner of OrbiMed Israel, may be considered to hold indirectly 3,072,196 Shares. Pursuant to the Subscription Agreement, the Warrants held by OIP II and OPI VI contain an issuance limitation that prohibits exercising the Warrants to the extent that after giving effect to such issuance after exercise, the holder of the Warrant (together with the holder’s affiliates, and any other persons acting as a group together with the holder or any of the holder’s affiliates, including the Reporting Persons), would beneficially own in excess of 19.99% of the Shares outstanding immediately after giving effect to the issuance of the Shares issuable upon exercise of the Warrants. Other than the agreements and the relationships mentioned above, to the best knowledge of the Reporting Persons, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any persons with respect to any securities of the Issuer, including, but not limited to, transfer or voting of any of the Shares, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving of withholding of proxies. Item 7. Material to Be Filed as Exhibits
Exhibit Title N Joint Filing Agreement, dated as of January 23, 2015, by and among OrbiMed Advisors LLC, OrbiMed Advisors Israel II Limited, OrbiMed Israel GP II, L.P., OrbiMed Capital GP VI LLC and Samuel D. Isaly.
OrbiMed Israel is the sole general partner of OIP II pursuant to the terms of the limited partnership agreement of OIP II. OrbiMed Limited is the sole general partner of OrbiMed Israel pursuant to the terms of the limited partnership agreement of OrbiMed Israel. Pursuant to these agreements and relationships, OrbiMed Israel has discretionary investment management authority with respect to the assets of OIP II and such discretionary investment management authority is exercised through OrbiMed Limited by action of the Committee. Such authority includes the power to vote and otherwise dispose of securities held by OIP II. The number of outstanding Shares of the Issuer attributable to OIP II is 3,072,196. OrbiMed Israel, as the general partner of OIP II, may be considered to hold indirectly 3,072,196 Shares, and OrbiMed Limited, as the general partner of OrbiMed Israel, may be considered to hold indirectly 3,072,196 Shares.
Pursuant to the Subscription Agreement, the Warrants held by OIP II and OPI VI contain an issuance limitation that prohibits exercising the Warrants to the extent that after giving effect to such issuance after exercise, the holder of the Warrant (together with the holder’s affiliates, and any other persons acting as a group together with the holder or any of the holder’s affiliates, including the Reporting Persons), would beneficially own in excess of 19.99% of the Shares outstanding immediately after giving effect to the issuance of the Shares issuable upon exercise of the Warrants.
Other than the agreements and the relationships mentioned above, to the best knowledge of the Reporting Persons, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any persons with respect to any securities of the Issuer, including, but not limited to, transfer or voting of any of the Shares, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving of withholding of proxies.
| Item 7. | Material to Be Filed as Exhibits |
| Exhibit | Title | |
| N | Joint Filing Agreement, dated as of January 23, 2015, by and among OrbiMed Advisors LLC, OrbiMed Advisors Israel II Limited, OrbiMed Israel GP II, L.P., OrbiMed Capital GP VI LLC and Samuel D. Isaly. |
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