Filing Details

Exelixis, Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

30161Q104

(Cusip Number)

Hannah E. Dunn Farallon Capital Management, L.L.C. One Maritime Plaza, Suite 2100 San Francisco, California 94111 (415) 421-2132

(Name, Address, and Telephone Number of Person Authorized to Receive Notices and Communications)

March 9, 2023

(Date of Event which Requires Filing of this Statement)

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Item 2.

Identity and Background

(i)	Farallon Capital Partners, L.P., a California limited partnership (“FCP”), with respect to the Shares held by it;

(ii)	Farallon Capital Institutional Partners, L.P., a California limited partnership (“FCIP”), with respect to the Shares held by it;

(iii)

Farallon Capital Institutional Partners II, L.P., a California limited partnership (“FCIP II”), with respect to the Shares held by it;

(iv)	Farallon Capital Institutional Partners III, L.P., a Delaware limited partnership (“FCIP III”), with respect to the Shares held by it;

(v)	Four Crossings Institutional Partners V, L.P., a Delaware limited partnership (“FCIP V”), with respect to the Shares held by it;

(vi)	Farallon Capital Offshore Investors II, L.P., a Cayman Islands exempted limited partnership (“FCOI II”), with respect to the Shares held by it;

(vii)

Farallon Capital (AM) Investors, L.P., a Delaware limited partnership (“FCAMI”), with respect to the Shares held by it;

(viii)

Farallon Capital F5 Master I, L.P., a Cayman Islands exempted limited partnership (“F5MI”), with respect to the Shares held by it; and

(ix)	Farallon Healthcare Partners Master, L.P., a Cayman Islands exempted limited partnership (“FHPM”), with respect to the Shares held by it.

FCP, FCIP, FCIP II, FCIP III, FCIP V, FCOI II, FCAMI, F5MI and FHPM are together referred to herein as the “Farallon Funds.”

(x)

Farallon Partners, L.L.C., a Delaware limited liability company (the “Farallon General Partner”), which is (i) the general partner of each of FCP, FCIP, FCIP II, FCIP III, FCOI II and FCAMI, and (ii) the sole member of each of the FCIP V General Partner (as defined below) and the FHPM General Partner (as defined below) with respect to the Shares held by each of the Farallon Funds other than F5MI.

(xi)	Farallon Institutional (GP) V, L.L.C., a Delaware limited liability company (the “FCIP V General Partner”), which is the general partner of FCIP V, with respect to the Shares held by FCIP V.

(xii)

Farallon F5 (GP), L.L.C., a Delaware limited liability company (the “F5MI General Partner”), which is the general partner of F5MI, with respect to the Shares held by F5MI.

(xiii)

Farallon Healthcare Partners (GP), L.L.C., a Delaware limited liability company (the “FHPM General Partner”), which is the general partner of FHPM, with respect to the Shares held by FHPM.

(xiv)

The following persons, each of whom is a managing member or senior managing member, as the case may be, of the Farallon General Partner, and a manager or senior manager, as the case may be, of the FCIP V General Partner, the F5MI General Partner and the FHPM General Partner, with respect to the Shares held by the Farallon Funds:  Joshua J. Dapice (“Dapice”); Philip D. Dreyfuss (“Dreyfuss”); Hannah E. Dunn (“Dunn”); Michael B. Fisch (“Fisch”); Richard B. Fried (“Fried”); Varun N. Gehani (“Gehani”); Nicolas Giauque (“Giauque”); David T. Kim (“Kim”); Michael G. Linn (“Linn”); Rajiv A. Patel (“Patel”); Thomas G. Roberts, Jr. (“Roberts”); Edric C. Saito (“Saito”); William Seybold (“Seybold”); Daniel S. Short (“Short”); Andrew J. M. Spokes (“Spokes”); John R. Warren (“Warren”); and Mark C. Wehrly (“Wehrly”).

Dapice, Dreyfuss, Dunn, Fisch, Fried, Gehani, Giauque, Kim, Linn, Patel, Roberts, Saito, Seybold, Short, Spokes, Warren and Wehrly are together referred to herein as the “Farallon Individual Reporting Persons.”

(b)       The address of the principal business office of (i) each of the Farallon Funds is c/o Farallon Capital Management, L.L.C., One Maritime Plaza, Suite 2100, San Francisco, California 94111, and (ii) each of the FCIP V General Partner, the F5MI General Partner, the FHPM General Partner and the Farallon Individual Reporting Persons is set forth in Annex 1 hereto.

(c)       The principal business of each of the Farallon Funds is that of a private investment entity engaging in the purchase and sale of investments for its own account. The principal business of the Farallon General Partner is to act as the general partner of investment partnerships, including FCP, FCIP, FCIP II, FCIP III, FCOI II and FCAMI, and as the sole member of general partners of investment partnerships, including the FCIP V General Partner and the FHPM General Partner.  The principal business of each of the Farallon Individual Reporting Persons is set forth in Annex 1 hereto.

(d)       None of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)       None of the Reporting Persons has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

(f)       The jurisdiction of organization of each of the Farallon Funds, the Farallon General Partner, the FCIP V General Partner, the F5MI General Partner and the FHPM General Partner is set forth above. Each of the Farallon Individual Reporting Persons, other than Giauque and Spokes, is a citizen of the United States.  Giauque is a citizen of France.  Spokes is a citizen of the United Kingdom.

 

The other information required by Item 2 relating to the identity and background of the Reporting Persons is set forth in Annex 1 hereto.

The disclosure set forth in Items 5 and 6 below is hereby incorporated by reference in this Item 4.

The Reporting Persons believe that the securities of the Company are deeply undervalued and represent an attractive investment opportunity, and have invested in the Shares based on their belief in the long-term value of the Company.

The Reporting Persons have communicated and intend to continue to communicate with the Company’s management and board of directors (the “Board”) about a variety of topics relating to the Company’s performance, business, operations, and governance.  Among other things, the Reporting Persons have conveyed to representatives of the Company the Reporting Persons’ concern about poor stock price performance, and their belief that the Company needs to refresh the Board, rationalize research and development efforts, return capital to stockholders (both through a significant share repurchase program and ongoing distributions), and improve investor communications.

As part of the discussions described above, the Reporting Persons are in communication with the Board about its composition and potential candidates to serve as directors of the Company.

The Reporting Persons intend to review their investment in the Company on a continuing basis. Depending upon various factors, including without limitation, the Company’s financial position and strategic direction, the outcome of any communications referenced above, overall market conditions, general economic and industry conditions, other investment opportunities available to the Reporting Persons, the liquidity requirements of the Reporting Persons, and the availability of securities of the Company at prices that would make the purchase or sale of such securities desirable, the Reporting Persons may endeavor to: (i) increase or decrease their position in the Company through, among other things, the purchase or sale of securities of the Company, including through transactions involving Shares and/or other equity, debt, notes, other securities, or derivative or other instruments that are based upon or relate to the value of securities of the Company, in the open market or in private transactions, on such terms and at such times as the Reporting Persons may deem advisable; and/or (ii) enter into transactions that increase or decrease their economic exposure to the Shares without affecting the Reporting Persons’ beneficial ownership of the Shares, or adjust their exposure to the Shares in ways that would affect the Reporting Persons’ beneficial ownership of the Shares. 

Except to the extent the foregoing may be deemed a plan or proposal, none of the Reporting Persons has any plans or proposals which relate to, or could result in, any of the matters referred to in subparagraphs (a) - (j) of Item 4 of Schedule 13D.  The Reporting Persons may, at any time and from time to time, (i) review or reconsider their position and/or change their purpose and/or formulate plans or proposals with respect thereto and (ii) consider or propose one or more of the actions described in subparagraphs (a) - (j) of Item 4 of Schedule 13D.

Item 5. Interest in Securities of the Issuer

(e)

Not applicable.

(c) None.

(e)

Not applicable.

(c) None.

(c) None.

(e)

Not applicable.

(a),(b) The information set forth in Rows 7 through 13 of the cover page hereto for each Farallon Individual Reporting Person is incorporated herein by reference for each such Farallon Individual Reporting Person.

(e)

Not applicable.

The Shares reported hereby for the Farallon Funds are owned directly by the Farallon Funds. The Farallon General Partner, as general partner of FCP, FCIP, FCIP II, FCIP III, FCOI II and FCAMI and the sole member of the FCIP V General Partner and the FHPM General Partner, may be deemed to be a beneficial owner of all such Shares owned by the Farallon Funds other than F5MI. The FCIP V General Partner, as general partner of FCIP V, may be deemed to be a beneficial owner of all such Shares owned by FCIP V. The F5MI General Partner, as general partner of F5MI, may be deemed to be a beneficial owner of all such Shares owned by F5MI.  The FHPM General Partner, as general partner of FHPM, may be deemed to be a beneficial owner of all such Shares owned by FHPM.  Each of the Farallon Individual Reporting Persons, as a managing member or senior managing member, as the case may be, of the Farallon General Partner and a manager or senior manager, as the case may be, of the FCIP V General Partner, the F5MI General Partner and the FHPM General Partner, in each case with the power to exercise investment discretion, may be deemed to be a beneficial owner of all such Shares owned by the Farallon Funds.  Each of the Farallon General Partner, the FCIP V General Partner, the F5MI General Partner, the FHPM General Partner and the Farallon Individual Reporting Persons hereby disclaims any beneficial ownership of any such Shares.

The Reporting Persons have had discussions with certain third parties about the matters described in Item 4 above.

As a result of the above discussions, the Reporting Persons may be deemed to have formed a “group” with Mr. Johnson and Caligan, within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, and Rule 13d-5(b)(1) thereunder.  The Shares reported herein as beneficially owned by the Reporting Persons do not include the Shares beneficially owned by Mr. Johnson and/or Caligan.  Mr. Johnson and Caligan have filed (or are expected to file) their own Schedule 13D with respect to their beneficial ownership of Shares.  Each of the Reporting Persons hereby disclaims any beneficial ownership of any Shares beneficially owned by Mr. Johnson and/or Caligan.

There is filed herewith as Exhibit 1 a written agreement relating to the filing of joint acquisition statements as required by Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated:  March 20, 2023

The Powers of Attorney executed by each of Dapice, Dreyfuss, Dunn, Fisch, Fried, Gehani, Giauque, Kim, Linn, Patel, Roberts, Saito, Seybold, Short, Spokes and Wehrly authorizing Warren to sign and file this Schedule 13D on his or her behalf, which were filed as exhibits to the Schedule 13G filed with the SEC on January 31, 2023 by such Reporting Persons with respect to the Class A Ordinary Shares of ARYA Sciences Acquisition Corp IV, are hereby incorporated by reference.

ANNEX 1

Set forth below with respect to each of the Farallon General Partner, the FCIP V General Partner, the F5MI General Partner and the FHPM General Partner is the following information: (a) name; (b) business address; (c) principal business; (d) state of organization; and (e) controlling persons.  Set forth below with respect to each managing member of the Farallon General Partner is the following information: (a) name; (b) business address; (c) principal occupation; and (d) citizenship.

 

 

 

 

 

 

 

None of the Farallon General Partner and its Managing Members has any additional information to disclose with respect to Items 2-6 of this Schedule 13D that is not otherwise disclosed in this Schedule 13D.

EXHIBIT INDEX

EXHIBIT 1

to

SCHEDULE 13D

 

JOINT ACQUISITION STATEMENT

 

The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him, her or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other entities or persons, except to the extent that he, she or it knows or has reason to believe that such information is inaccurate.

 

Dated: March 20, 2023

 

FARALLON CAPITAL PARTNERS, L.P.

¹ The purchase price reported is a weighted average price. These Shares were purchased in multiple transactions at prices ranging from $16.45 to $16.70 inclusive. The Reporting Person undertakes to provide to the staff of the Securities and Exchange Commission, upon request, full information regarding the number of Shares purchased at each separate price within such range. The immediately preceding sentence applies to each footnote to this Schedule.

² The purchase price reported is a weighted average price. These Shares were purchased in multiple transactions at prices ranging from $16.42 to $16.68 inclusive.

³ The purchase price reported is a weighted average price. These Shares were purchased in multiple transactions at prices ranging from $16.35 to $16.68 inclusive.

⁴ The purchase price reported is a weighted average price. These Shares were purchased in multiple transactions at prices ranging from $16.59 to $16.95 inclusive.

⁵ The purchase price reported is a weighted average price. These Shares were purchased in multiple transactions at prices ranging from $17.00 to $17.50 inclusive.

⁶ The purchase price reported is a weighted average price. These Shares were purchased in multiple transactions at prices ranging from $17.05 to $17.15 inclusive.

⁷ The purchase price reported is a weighted average price. These Shares were purchased in multiple transactions at prices ranging from $17.44 to $17.50 inclusive.

⁸ The purchase price reported is a weighted average price. These Shares were purchased in multiple transactions at prices ranging from $17.32 to $17.85 inclusive.

⁹ The purchase price reported is a weighted average price. These Shares were purchased in multiple transactions at prices ranging from $17.33 to $17.43 inclusive.

¹⁰ The purchase price reported is a weighted average price. These Shares were purchased in multiple transactions at prices ranging from $17.39 to $17.74 inclusive.

¹¹ The purchase price reported is a weighted average price. These Shares were purchased in multiple transactions at prices ranging from $17.45 to $17.74 inclusive.

FARALLON CAPITAL INSTITUTIONAL PARTNERS, L.P.

¹ The purchase price reported is a weighted average price. These Shares were purchased in multiple transactions at prices ranging from $16.45 to $16.70 inclusive. The Reporting Person undertakes to provide to the staff of the Securities and Exchange Commission, upon request, full information regarding the number of Shares purchased at each separate price within such range. The immediately preceding sentence applies to each footnote to this Schedule.

² The purchase price reported is a weighted average price. These Shares were purchased in multiple transactions at prices ranging from $16.42 to $16.68 inclusive.

³ The purchase price reported is a weighted average price. These Shares were purchased in multiple transactions at prices ranging from $16.35 to $16.68 inclusive.

⁴ The purchase price reported is a weighted average price. These Shares were purchased in multiple transactions at prices ranging from $16.59 to $16.95 inclusive.

⁵ The purchase price reported is a weighted average price. These Shares were purchased in multiple transactions at prices ranging from $17.00 to $17.50 inclusive.

⁶ The purchase price reported is a weighted average price. These Shares were purchased in multiple transactions at prices ranging from $17.05 to $17.15 inclusive.

⁷ The purchase price reported is a weighted average price. These Shares were purchased in multiple transactions at prices ranging from $17.44 to $17.50 inclusive.

⁸ The purchase price reported is a weighted average price. These Shares were purchased in multiple transactions at prices ranging from $17.32 to $17.85 inclusive.

⁹ The purchase price reported is a weighted average price. These Shares were purchased in multiple transactions at prices ranging from $17.33 to $17.43 inclusive.

¹⁰ The purchase price reported is a weighted average price. These Shares were purchased in multiple transactions at prices ranging from $17.39 to $17.74 inclusive.

¹¹ The purchase price reported is a weighted average price. These Shares were purchased in multiple transactions at prices ranging from $17.45 to $17.74 inclusive.

FARALLON CAPITAL INSTITUTIONAL PARTNERS II, L.P.

¹ The purchase price reported is a weighted average price. These Shares were purchased in multiple transactions at prices ranging from $16.45 to $16.70 inclusive. The Reporting Person undertakes to provide to the staff of the Securities and Exchange Commission, upon request, full information regarding the number of Shares purchased at each separate price within such range. The immediately preceding sentence applies to each footnote to this Schedule.

² The purchase price reported is a weighted average price. These Shares were purchased in multiple transactions at prices ranging from $16.42 to $16.68 inclusive.

³ The purchase price reported is a weighted average price. These Shares were purchased in multiple transactions at prices ranging from $16.35 to $16.68 inclusive.

⁴ The purchase price reported is a weighted average price. These Shares were purchased in multiple transactions at prices ranging from $16.59 to $16.95 inclusive.

⁵ The purchase price reported is a weighted average price. These Shares were purchased in multiple transactions at prices ranging from $17.00 to $17.50 inclusive.

⁶ The purchase price reported is a weighted average price. These Shares were purchased in multiple transactions at prices ranging from $17.05 to $17.15 inclusive.

⁷ The purchase price reported is a weighted average price. These Shares were purchased in multiple transactions at prices ranging from $17.44 to $17.50 inclusive.

⁸ The purchase price reported is a weighted average price. These Shares were purchased in multiple transactions at prices ranging from $17.32 to $17.85 inclusive.

⁹ The purchase price reported is a weighted average price. These Shares were purchased in multiple transactions at prices ranging from $17.33 to $17.43 inclusive.

¹⁰ The purchase price reported is a weighted average price. These Shares were purchased in multiple transactions at prices ranging from $17.39 to $17.74 inclusive.

¹¹ The purchase price reported is a weighted average price. These Shares were purchased in multiple transactions at prices ranging from $17.45 to $17.74 inclusive.

FARALLON CAPITAL INSTITUTIONAL PARTNERS III, L.P.

¹ The purchase price reported is a weighted average price. These Shares were purchased in multiple transactions at prices ranging from $16.45 to $16.70 inclusive. The Reporting Person undertakes to provide to the staff of the Securities and Exchange Commission, upon request, full information regarding the number of Shares purchased at each separate price within such range. The immediately preceding sentence applies to each footnote to this Schedule.

² The purchase price reported is a weighted average price. These Shares were purchased in multiple transactions at prices ranging from $16.42 to $16.68 inclusive.

³ The purchase price reported is a weighted average price. These Shares were purchased in multiple transactions at prices ranging from $16.35 to $16.68 inclusive.

⁴ The purchase price reported is a weighted average price. These Shares were purchased in multiple transactions at prices ranging from $16.59 to $16.95 inclusive.

⁵ The purchase price reported is a weighted average price. These Shares were purchased in multiple transactions at prices ranging from $17.00 to $17.50 inclusive.

⁶ The purchase price reported is a weighted average price. These Shares were purchased in multiple transactions at prices ranging from $17.05 to $17.15 inclusive.

⁷ The purchase price reported is a weighted average price. These Shares were purchased in multiple transactions at prices ranging from $17.44 to $17.50 inclusive.

⁸ The purchase price reported is a weighted average price. These Shares were purchased in multiple transactions at prices ranging from $17.32 to $17.85 inclusive.

⁹ The purchase price reported is a weighted average price. These Shares were purchased in multiple transactions at prices ranging from $17.33 to $17.43 inclusive.

¹⁰ The purchase price reported is a weighted average price. These Shares were purchased in multiple transactions at prices ranging from $17.39 to $17.74 inclusive.

¹¹ The purchase price reported is a weighted average price. These Shares were purchased in multiple transactions at prices ranging from $17.45 to $17.74 inclusive.

FOUR CROSSINGS INSTITUTIONAL PARTNERS V, L.P.

¹ The purchase price reported is a weighted average price. These Shares were purchased in multiple transactions at prices ranging from $16.45 to $16.70 inclusive. The Reporting Person undertakes to provide to the staff of the Securities and Exchange Commission, upon request, full information regarding the number of Shares purchased at each separate price within such range. The immediately preceding sentence applies to each footnote to this Schedule.

² The purchase price reported is a weighted average price. These Shares were purchased in multiple transactions at prices ranging from $16.42 to $16.68 inclusive.

³ The purchase price reported is a weighted average price. These Shares were purchased in multiple transactions at prices ranging from $16.35 to $16.68 inclusive.

⁴ The purchase price reported is a weighted average price. These Shares were purchased in multiple transactions at prices ranging from $16.59 to $16.95 inclusive.

⁵ The purchase price reported is a weighted average price. These Shares were purchased in multiple transactions at prices ranging from $17.00 to $17.50 inclusive.

⁶ The purchase price reported is a weighted average price. These Shares were purchased in multiple transactions at prices ranging from $17.05 to $17.15 inclusive.

⁷ The purchase price reported is a weighted average price. These Shares were purchased in multiple transactions at prices ranging from $17.44 to $17.50 inclusive.

⁸ The purchase price reported is a weighted average price. These Shares were purchased in multiple transactions at prices ranging from $17.32 to $17.85 inclusive.

⁹ The purchase price reported is a weighted average price. These Shares were purchased in multiple transactions at prices ranging from $17.33 to $17.43 inclusive.

¹⁰ The purchase price reported is a weighted average price. These Shares were purchased in multiple transactions at prices ranging from $17.39 to $17.74 inclusive.

¹¹ The purchase price reported is a weighted average price. These Shares were purchased in multiple transactions at prices ranging from $17.45 to $17.74 inclusive.

FARALLON CAPITAL OFFSHORE INVESTORS II, L.P.

¹ The purchase price reported is a weighted average price. These Shares were purchased in multiple transactions at prices ranging from $16.45 to $16.70 inclusive. The Reporting Person undertakes to provide to the staff of the Securities and Exchange Commission, upon request, full information regarding the number of Shares purchased at each separate price within such range. The immediately preceding sentence applies to each footnote to this Schedule.

² The purchase price reported is a weighted average price. These Shares were purchased in multiple transactions at prices ranging from $16.42 to $16.68 inclusive.

³ The purchase price reported is a weighted average price. These Shares were purchased in multiple transactions at prices ranging from $16.35 to $16.68 inclusive.

⁴ The purchase price reported is a weighted average price. These Shares were purchased in multiple transactions at prices ranging from $16.59 to $16.95 inclusive.

⁵ The purchase price reported is a weighted average price. These Shares were purchased in multiple transactions at prices ranging from $17.00 to $17.50 inclusive.

⁶ The purchase price reported is a weighted average price. These Shares were purchased in multiple transactions at prices ranging from $17.05 to $17.15 inclusive.

⁷ The purchase price reported is a weighted average price. These Shares were purchased in multiple transactions at prices ranging from $17.44 to $17.50 inclusive.

⁸ The purchase price reported is a weighted average price. These Shares were purchased in multiple transactions at prices ranging from $17.32 to $17.85 inclusive.

⁹ The purchase price reported is a weighted average price. These Shares were purchased in multiple transactions at prices ranging from $17.33 to $17.43 inclusive.

¹⁰ The purchase price reported is a weighted average price. These Shares were purchased in multiple transactions at prices ranging from $17.39 to $17.74 inclusive.

¹¹ The purchase price reported is a weighted average price. These Shares were purchased in multiple transactions at prices ranging from $17.45 to $17.74 inclusive.

FARALLON CAPITAL (AM) INVESTORS, L.P.

¹ The purchase price reported is a weighted average price. These Shares were purchased in multiple transactions at prices ranging from $16.45 to $16.70 inclusive. The Reporting Person undertakes to provide to the staff of the Securities and Exchange Commission, upon request, full information regarding the number of Shares purchased at each separate price within such range. The immediately preceding sentence applies to each footnote to this Schedule.

² The purchase price reported is a weighted average price. These Shares were purchased in multiple transactions at prices ranging from $16.42 to $16.68 inclusive.

³ The purchase price reported is a weighted average price. These Shares were purchased in multiple transactions at prices ranging from $16.35 to $16.68 inclusive.

⁴ The purchase price reported is a weighted average price. These Shares were purchased in multiple transactions at prices ranging from $16.59 to $16.95 inclusive.

⁵ The purchase price reported is a weighted average price. These Shares were purchased in multiple transactions at prices ranging from $17.00 to $17.50 inclusive.

⁶ The purchase price reported is a weighted average price. These Shares were purchased in multiple transactions at prices ranging from $17.05 to $17.15 inclusive.

⁷ The purchase price reported is a weighted average price. These Shares were purchased in multiple transactions at prices ranging from $17.44 to $17.50 inclusive.

⁸ The purchase price reported is a weighted average price. These Shares were purchased in multiple transactions at prices ranging from $17.32 to $17.85 inclusive.

⁹ The purchase price reported is a weighted average price. These Shares were purchased in multiple transactions at prices ranging from $17.33 to $17.43 inclusive.

¹⁰ The purchase price reported is a weighted average price. These Shares were purchased in multiple transactions at prices ranging from $17.39 to $17.74 inclusive.

¹¹ The purchase price reported is a weighted average price. These Shares were purchased in multiple transactions at prices ranging from $17.45 to $17.74 inclusive.

FARALLON CAPITAL F5 MASTER, L.P.

This Schedule sets forth information with respect to each purchase and sale of Shares effectuated by the Reporting Person during the past sixty days, inclusive of any transactions effected through 4:00 p.m., New York City time, on March 20, 2023. Unless otherwise indicated, all transactions were effectuated in the open market through a broker.

¹ The purchase price reported is a weighted average price. These Shares were purchased in multiple transactions at prices ranging from $16.45 to $16.70 inclusive. The Reporting Person undertakes to provide to the staff of the Securities and Exchange Commission, upon request, full information regarding the number of Shares purchased at each separate price within such range. The immediately preceding sentence applies to each footnote to this Schedule.

² The purchase price reported is a weighted average price. These Shares were purchased in multiple transactions at prices ranging from $16.42 to $16.68 inclusive.

³ The purchase price reported is a weighted average price. These Shares were purchased in multiple transactions at prices ranging from $16.35 to $16.68 inclusive.

⁴ The purchase price reported is a weighted average price. These Shares were purchased in multiple transactions at prices ranging from $16.59 to $16.95 inclusive.

⁵ The purchase price reported is a weighted average price. These Shares were purchased in multiple transactions at prices ranging from $17.00 to $17.50 inclusive.

⁶ The purchase price reported is a weighted average price. These Shares were purchased in multiple transactions at prices ranging from $17.05 to $17.15 inclusive.

⁷ The purchase price reported is a weighted average price. These Shares were purchased in multiple transactions at prices ranging from $17.44 to $17.50 inclusive.

⁸ The purchase price reported is a weighted average price. These Shares were purchased in multiple transactions at prices ranging from $17.32 to $17.85 inclusive.

⁹ The purchase price reported is a weighted average price. These Shares were purchased in multiple transactions at prices ranging from $17.33 to $17.43 inclusive.

¹⁰ The purchase price reported is a weighted average price. These Shares were purchased in multiple transactions at prices ranging from $17.39 to $17.74 inclusive.

¹¹ The purchase price reported is a weighted average price. These Shares were purchased in multiple transactions at prices ranging from $17.45 to $17.74 inclusive.

FARALLON HEALTHCARE PARTNERS MASTER, L.P.

¹ The purchase price reported is a weighted average price. These Shares were purchased in multiple transactions at prices ranging from $16.45 to $16.70 inclusive. The Reporting Person undertakes to provide to the staff of the Securities and Exchange Commission, upon request, full information regarding the number of Shares purchased at each separate price within such range. The immediately preceding sentence applies to each footnote to this Schedule.

² The purchase price reported is a weighted average price. These Shares were purchased in multiple transactions at prices ranging from $16.42 to $16.68 inclusive.

³ The purchase price reported is a weighted average price. These Shares were purchased in multiple transactions at prices ranging from $16.35 to $16.68 inclusive.

⁴ The purchase price reported is a weighted average price. These Shares were purchased in multiple transactions at prices ranging from $16.59 to $16.95 inclusive.

⁵ The purchase price reported is a weighted average price. These Shares were purchased in multiple transactions at prices ranging from $17.00 to $17.50 inclusive.

⁶ The purchase price reported is a weighted average price. These Shares were purchased in multiple transactions at prices ranging from $17.05 to $17.15 inclusive.

⁷ The purchase price reported is a weighted average price. These Shares were purchased in multiple transactions at prices ranging from $17.44 to $17.50 inclusive.

⁸ The purchase price reported is a weighted average price. These Shares were purchased in multiple transactions at prices ranging from $17.32 to $17.85 inclusive.

⁹ The purchase price reported is a weighted average price. These Shares were purchased in multiple transactions at prices ranging from $17.33 to $17.43 inclusive.

¹⁰ The purchase price reported is a weighted average price. These Shares were purchased in multiple transactions at prices ranging from $17.39 to $17.74 inclusive.

¹¹ The purchase price reported is a weighted average price. These Shares were purchased in multiple transactions at prices ranging from $17.45 to $17.74 inclusive.