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1
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NAME OF REPORTING PERSON
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) x
(b) o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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6
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SHARED VOTING POWER
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7
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SOLE DISPOSITIVE POWER
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8
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SHARED DISPOSITIVE POWER
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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12
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TYPE OF REPORTING PERSON
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(1) Excludes 5,000,000 shares of Common Stock issuable upon the exercise of certain warrants. Excludes 7,500,000 shares of Common Stock issuable upon the exercise of certain Series C Convertible Preferred Stock, 5,333,000 shares of Common Stock issuable upon the exercise of certain Series B Convertible Preferred Stock and 2,500,000 shares of Common Stock issuable upon the exercise of certain Series A Convertible Preferred Stock. See Item 4(a) for a full description of the Reporting Person’s beneficial ownership. Pursuant to the terms of the warrants, the Reporting Person may not acquire shares of common stock upon exercise of the warrants to the extent that, upon exercise, the number of shares of common stock beneficially owned by the Reporting Persons would exceed 9.999% of the issued and outstanding shares of common stock of the Issuer. Pursuant to the terms of the Series C Convertible Preferred Stock, the Reporting Person may not acquire shares of common stock upon the exercise of the Series C Convertible Preferred Stock to the extent that, upon exercise, the number of shares of common stock beneficially owned by the Reporting Persons would exceed 9.99% of the issued and outstanding shares of common stock of the Issuer. Pursuant to the terms of the Series B Convertible Preferred Stock, the Reporting Person may not acquire shares of common stock upon the exercise of the Series B Convertible Preferred Stock to the extent that, upon exercise, the number of shares of common stock beneficially owned by the Reporting Persons would exceed 4.99% of the issued and outstanding shares of common stock of the Issuer. Pursuant to the terms of the Series A Convertible Preferred Stock, the Reporting Person may not acquire shares of common stock upon the exercise of the Series A Convertible Preferred Stock to the extent that, upon exercise, the number of shares of common stock beneficially owned by the Reporting Persons would exceed 4.99% of the issued and outstanding shares of common stock of the Issuer. Since the Reporting Persons, in the aggregate beneficially own in excess of 9.999%, the shares described in this footnote are excluded from the table above.
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1
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NAME OF REPORTING PERSON
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) x
(b) o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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6
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SHARED VOTING POWER
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7
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SOLE DISPOSITIVE POWER
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8
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SHARED DISPOSITIVE POWER
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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12
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TYPE OF REPORTING PERSON
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(1) Excludes 5,000,000 shares of Common Stock issuable upon the exercise of certain warrants. Excludes 7,500,000 shares of Common Stock issuable upon the exercise of certain Series C Convertible Preferred Stock, 5,333,000 shares of Common Stock issuable upon the exercise of certain Series B Convertible Preferred Stock and 2,500,000 shares of Common Stock issuable upon the exercise of certain Series A Convertible Preferred Stock. See Item 4(a) for a full description of the Reporting Person’s beneficial ownership. Pursuant to the terms of the warrants, the Reporting Person may not acquire shares of common stock upon exercise of the warrants to the extent that, upon exercise, the number of shares of common stock beneficially owned by the Reporting Persons would exceed 9.999% of the issued and outstanding shares of common stock of the Issuer. Pursuant to the terms of the Series C Convertible Preferred Stock, the Reporting Person may not acquire shares of common stock upon the exercise of the Series C Convertible Preferred Stock to the extent that, upon exercise, the number of shares of common stock beneficially owned by the Reporting Persons would exceed 9.99% of the issued and outstanding shares of common stock of the Issuer. Pursuant to the terms of the Series B Convertible Preferred Stock, the Reporting Person may not acquire shares of common stock upon the exercise of the Series B Convertible Preferred Stock to the extent that, upon exercise, the number of shares of common stock beneficially owned by the Reporting Persons would exceed 4.99% of the issued and outstanding shares of common stock of the Issuer. Pursuant to the terms of the Series A Convertible Preferred Stock, the Reporting Person may not acquire shares of common stock upon the exercise of the Series A Convertible Preferred Stock to the extent that, upon exercise, the number of shares of common stock beneficially owned by the Reporting Persons would exceed 4.99% of the issued and outstanding shares of common stock of the Issuer. Since the Reporting Persons, in the aggregate beneficially own in excess of 9.999%, the shares described in this footnote are excluded from the table above.
Item 1(a). Name of Issuer:
Oncothyreon Inc., a Delaware corporation (the “Issuer”).
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Item 1(b).
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Address of Issuer's Principal Executive Offices:
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2601 Fourth Ave., Suite 500
Seattle, Washington 98121
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Item 2(a).
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Name of Person Filing
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Item 2(b).
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Address of Principal Business Office or, if None, Residence
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Biotechnology Value Fund, L.P. (“BVF”)
1 Sansome Street, 30th Floor
San Francisco, California 94104
Citizenship: Delaware
Biotechnology Value Fund II, L.P. (“BVF2”)
1 Sansome Street, 30th Floor
San Francisco, California 94104
Citizenship: Delaware
Investment 10, L.L.C. (“ILL10”)
900 North Michigan Avenue, Suite 1100
Chicago, Illinois 60611
Citizenship: Illinois
MSI BVF SPV, LLC (“MSI”)
c/o Magnitude Capital, LLC
601 Lexington Avenue, 59th Floor
New York, NY 10022
Citizenship: Delaware
BVF Partners L.P. (“Partners”)
1 Sansome Street, 30th Floor
San Francisco, California 94104
Citizenship: Delaware
BVF Inc.
1 Sansome Street, 30th Floor
San Francisco, California 94104
Citizenship: Delaware
Mark N. Lampert (“Mr. Lampert”)
1 Sansome Street, 30th Floor
San Francisco, California 94104
Citizenship: United States
Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”
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Item 2(d).
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Title of Class of Securities:
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Common Stock, $0.0001 par value (the “Common Stock”)
682324108
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Item 3.
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If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:
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(a)
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/ /
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Broker or dealer registered under Section 15 of the Exchange Act.
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(b)
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Bank as defined in Section 3(a)(6) of the Exchange Act.
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(c)
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Insurance company as defined in Section 3(a)(19) of the Exchange Act.
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(d)
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Investment company registered under Section 8 of the Investment Company Act.
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(e)
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An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).
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(f)
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/ /
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An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F).
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(g)
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/ /
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A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G).
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(h)
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/ /
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.
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(i)
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/ /
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A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act.
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(j)
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/ /
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Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
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(k)
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/ /
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Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____
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(a)
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Amount beneficially owned:
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The Reporting Persons hold warrants exercisable for an aggregate of 5,000,000 shares of Common Stock (the “Warrants”). The Warrants are currently exercisable for $5.00 per share, subject to adjustment Pursuant to the terms of the warrants, and expire on December 5, 2018. The Warrants may not be exercised if, after such exercise, the Reporting Persons would beneficially own, as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, more than 9.999% of the shares of Common Stock outstanding immediately after giving effect to such exercise, subject to increase or decrease to the ownership limitation as set forth in the Warrants, but in no event in excess of 19.999% of the shares of Common Stock outstanding.
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The Reporting Persons hold Series C Convertible Preferred Stock, Series B Convertible Preferred Stock and Series A Convertible Preferred Stock exercisable for an aggregate of 15,333,000 shares of Common Stock. The Series C Convertible Preferred Stock may not be exercised if, after such exercise, the Reporting Persons would beneficially own, as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, more than 9.99% of the shares of Common Stock outstanding immediately after giving effect to such exercise. The Series B Convertible Preferred Stock may not be exercised if, after such exercise, the Reporting Persons would beneficially own, as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, more than 4.99% of the shares of Common Stock outstanding immediately after giving effect to such exercise. The Series A Convertible Preferred Stock may not be exercised if, after such exercise, the Reporting Persons would beneficially own, as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, more than 4.99% of the shares of Common Stock outstanding immediately after giving effect to such exercise.
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As of May 18, 2015, since the Reporting Persons in the aggregate own in excess of 9.999%, the shares described herein as being beneficially owned by the Reporting Persons exclude the shares of Common Stock underlying the Warrants and the shares of Common Stock underlying Series C, B and A Convertible Preferred Stock.
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As of the close of business on May 18, 2015, (i) BVF beneficially owned 3,334,050 shares of Common Stock, excluding 2,288,698 shares of Common Stock issuable upon the exercise of certain warrants, 3,040,000 shares of Common Stock issuable upon the exercise of Series C Convertible Preferred Stock, 2,600,000 shares of Common Stock issuable upon the exercise of Series B Convertible Preferred Stock, and 1,157,000 shares of Common Stock issuable upon the exercise of Series A Convertible Preferred Stock held by it, (ii) BVF2 beneficially owned 2,923,404 shares of Common Stock, excluding 1,223,484 shares of Common Stock issuable upon the exercise of certain warrants, 1,640,000 shares of Common Stock issuable upon the exercise of Series C Convertible Preferred Stock, 1,400,000 shares of Common Stock issuable upon the exercise of Series B Convertible Preferred Stock, and 598,000 shares of Common Stock issuable upon the exercise of Series A Convertible Preferred Stock held by it, (iii) ILL10 beneficially owned 624,519 shares of Common Stock, excluding 660,063 shares of Common Stock issuable upon the exercise of certain warrants, 1,240,000 shares of Common Stock issuable upon the exercise of Series C Convertible Preferred Stock, and 322,000 shares of Common Stock issuable upon the exercise of Series A Convertible Preferred Stock held by it, and (iv) MSI beneficially owned 1,538,872 shares of Common Stock, excluding 827,755 shares of Common Stock issuable upon the exercise of certain warrants, 1,580,000 shares of Common Stock issuable upon the exercise of Series C Convertible Preferred Stock and 423,000 shares of Common Stock issuable upon the exercise of Series A Convertible Preferred Stock held by it.
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Partners, as the general partner of BVF and BVF2, and the investment adviser of ILL10 and MSI, may be deemed to beneficially own the 9,754,178 shares of Common Stock beneficially owned directly and in the aggregate by BVF, BVF2, ILL10, MSI, and a certain Partners Management Account, including 1,333,333 shares of Common Stock held in certain Partners Managment Account, excluding the 5,000,000 shares of Common Stock issuable upon the exercise of certain warrants, 7,500,000 shares of Common Stock issuable upon the exercise of Series C Convertible Preferred Stock, 5,333,000 shares of Common Stock issuable upon the exercise of Series B Convertible Preferred Stock (which includes 1,333,000 shares of Series B Convertible Preferred Stock held in a certain Partners Management Account) and 2,500,000 shares of Common Stock issuable upon the exercise of Series A Convertible Preferred Stock held by BVF, BVF2, ILL10 and MSI.
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BVF Inc., as the general partner of Partners, may be deemed to beneficially own the 9,754,178 shares of Common Stock beneficially owned by Partners, excluding the 5,000,000 shares of Common Stock issuable upon the exercise of certain warrants, 7,500,000 shares of Common Stock issuable upon the exercise of Series C Convertible Preferred Stock, 5,333,000 shares of Common Stock issuable upon the exercise of Series B Convertible Preferred Stock and 2,500,000 shares of Common Stock issuable upon the exercise of Series A Convertible Preferred Stock held by Partners.
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Mr. Lampert, as a director and officer of BVF Inc., may be deemed to beneficially own the 9,754,178 shares of Common Stock beneficially owned by Partners, excluding the 5,000,000 shares of Common Stock issuable upon the exercise of certain warrants, 7,500,000 shares of Common Stock issuable upon the exercise of Series C Convertible Preferred Stock, 5,333,000 shares of Common Stock issuable upon the exercise of Series B Convertible Preferred Stock and 2,500,000 shares of Common Stock issuable upon the exercise of Series A Convertible Preferred Stock held by Partners.
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The foregoing should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of any shares of Common Stock owned by another Reporting Person. Each of Partners, BVF Inc. and Mr. Lampert disclaims beneficial ownership of the shares of Common Stock beneficially owned by BVF, BVF2, ILL10, MSI and a certain Partners Management Account, and the filing of this statement shall not be construed as an admission that any such person or entity is the beneficial owner of any such securities.
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The following percentages are based on 94,801,012 shares of Common Stock outstanding as of May 13, 2015 as calculated based on the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (the “SEC”) on May 11, 2015 less 7,500,000 shares of Common Stock which were exchanged by the Company for certain convertible preferred stock.
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As of the close of business on May 18, 2015 (i) BVF beneficially owned 3.5% of the outstanding shares of Common Stock, (ii) BVF2 beneficially owned approximately 3.1% of the outstanding shares of Common Stock, (iii) ILL10 beneficially owned less than 1% of the outstanding shares of Common Stock (iv) MSI beneficially owned approximately 1.6% of the outstanding shares of Common Stock (iv) each of Partners, BVF Inc. and Mr. Lampert may be deemed to beneficially own approximately 10.3% of the outstanding shares of Common Stock.
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(c)
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Number of shares as to which such person has:
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(i)
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Sole power to vote or to direct the vote
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See Cover Pages Items 5-9.
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(ii)
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Shared power to vote or to direct the vote
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See Cover Pages Items 5-9.
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(iii)
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Sole power to dispose or to direct the disposition of
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See Cover Pages Items 5-9.
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(iv)
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Shared power to dispose or to direct the disposition of
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See Cover Pages Items 5-9.
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Item 5.
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Ownership of Five Percent or Less of a Class.
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Not Applicable.
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person.
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Partners, BVF Inc. and Mr. Lampert share voting and dispositive power over the shares of Common Stock beneficially owned by BVF, BVF2, ILL10, MSI and a certain Partners Management Account.
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Item 7.
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Identification and Classification of the Subsidiary That Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
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Not Applicable.
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Item 8.
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Identification and Classification of Members of the Group.
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See Exhibit 99.1 to Amendment No. 3 to Schedule 13G filed with the Securities and Exchange Commission on February 17, 2015.
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Item 9.
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Notice of Dissolution of Group.
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Not Applicable.
By signing below each of the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
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BIOTECHNOLOGY VALUE FUND, L.P.
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INVESTMENT 10, L.L.C.
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By:
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BVF Partners L.P., its general partner
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By:
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BVF Partners L.P., its investment adviser
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By:
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BVF Inc., its general partner
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By:
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BVF Inc., its general partner
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By:
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By:
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Mark N. Lampert
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Mark N. Lampert
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President
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President
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BIOTECHNOLOGY VALUE FUND II, L.P.
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MSI BVF SPV, LLC
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By:
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BVF Partners L.P., its general partner
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By:
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BVF Partners L.P., its investment adviser
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By:
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BVF Inc., its general partner
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By:
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BVF Inc., its general partner
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By:
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By:
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Mark N. Lampert
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Mark N. Lampert
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President
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President
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BVF INC.
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BVF PARTNERS L.P.
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By:
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Mark N. Lampert
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By:
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BVF Inc., its general partner
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President
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By:
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Mark N. Lampert
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President
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MARK N. LAMPERT
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