(Amendment No. 5)*
Check the appropriate box to designate the
rule pursuant to which this Schedule is filed:
* The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder
of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
CUSIP No.
|
97382D105
|
13G
|
Page 2 of 11 Pages
|
1.
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Deerfield Mgmt, L.P.
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a)
☐
(b) ☒
|
3.
|
SEC USE ONLY
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5.
|
SOLE VOTING POWER
0
|
|
6.
|
SHARED VOTING POWER
100,870 (1)
|
|
7.
|
SOLE DISPOSITIVE POWER
0
|
|
8.
|
SHARED DISPOSITIVE POWER
100,870 (1)
|
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
100,870 (1)
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
|
☐
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
3.16%
|
12.
|
TYPE OF REPORTING PERSON*
PN
|
__________________
(1) Comprised of an aggregate of 71,111 shares of common stock
and warrants to purchase 29,759 shares of common stock held by Deerfield Special Situations Fund, L.P., Deerfield Private Design
Fund II, L.P. and Deerfield Private Design International II, L.P., of which Deerfield Mgmt, L.P. is the general partner. The provisions
of the warrants beneficially owned by the reporting person restrict the exercise of such securities to the extent that, upon such
exercise, the number of shares then beneficially owned by the holder and its affiliates and any other person or entities with
which such holder would constitute a Section 13(d) “group” would exceed 9.99% of the total number of shares of the
Issuer then outstanding (the “Ownership Cap”). Accordingly, notwithstanding the number of shares reported, the reporting
person disclaims beneficial ownership of the shares of common stock issuable upon exercise of such warrants to the extent that
upon such exercise the number of shares beneficially owned by all reporting persons hereunder, in the aggregate, would exceed
the Ownership Cap.
CUSIP No.
|
97382D105
|
13G
|
Page 3 of 11 Pages
|
1.
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Deerfield Management Company, L.P.
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a)
☐
(b) ☒
|
3.
|
SEC USE ONLY
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5.
|
SOLE VOTING POWER
0
|
|
6.
|
SHARED VOTING POWER
100,870
(2)
|
|
7.
|
SOLE DISPOSITIVE POWER
0
|
|
8.
|
SHARED DISPOSITIVE POWER
100,870 (2)
|
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
100,870 (2)
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
|
☐
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
3.16%
|
12.
|
TYPE OF REPORTING PERSON*
PN
|
__________________
(2) Comprised of an aggregate of 71,111 shares of common stock
and warrants to purchase 29,759 shares of common stock held by Deerfield Special Situations Fund, L.P., Deerfield Private Design
Fund II, L.P. and Deerfield Private Design International II, L.P., of which Deerfield Management Company, L.P. is the investment
advisor. The provisions of the warrants beneficially owned by the reporting person restrict the exercise of such securities to
the extent that, upon such exercise, the number of shares then beneficially owned by the holder and its affiliates and any other
person or entities with which such holder would constitute a Section 13(d) “group” would exceed 9.99% of the total
number of shares of the Issuer then outstanding (the “Ownership Cap”). Accordingly, notwithstanding the number of
shares reported, the reporting person disclaims beneficial ownership of the shares of common stock issuable upon exercise of such
warrants to the extent that upon such exercise the number of shares beneficially owned by all reporting persons hereunder, in
the aggregate, would exceed the Ownership Cap.
CUSIP No.
|
97382D105
|
13G
|
Page 4 of 11 Pages
|
1.
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Deerfield
Special
Situations Fund, L.P.
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a)
☐
(b) ☒
|
3.
|
SEC USE ONLY
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5.
|
SOLE VOTING POWER
0
|
|
6.
|
SHARED VOTING POWER
15,130
(3)
|
|
7.
|
SOLE DISPOSITIVE POWER
0
|
|
8.
|
SHARED DISPOSITIVE POWER
15,130 (3)
|
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,130 (3)
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
|
☐
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.48%
|
12.
|
TYPE OF REPORTING PERSON*
PN
|
__________________
(3) Comprised of an aggregate of 10,667 shares of common stock
and warrants to purchase 4,463 shares of common stock. The provisions of the warrants beneficially owned by the reporting person
restrict the exercise of such securities to the extent that, upon such exercise, the number of shares then beneficially owned
by the holder and its affiliates and any other person or entities with which such holder would constitute a Section 13(d) “group”
would exceed 9.99% of the total number of shares of the Issuer then outstanding (the “Ownership Cap”). Accordingly,
notwithstanding the number of shares reported, the reporting person disclaims beneficial ownership of the shares of common stock
issuable upon exercise of such warrants to the extent that upon such exercise the number of shares beneficially owned by all reporting
persons hereunder, in the aggregate, would exceed the Ownership Cap.
CUSIP No.
|
97382D105
|
13G
|
Page 5 of 11 Pages
|
1.
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Deerfield
Private
Design Fund II, L.P.
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a)
☐
(b) ☒
|
3.
|
SEC USE ONLY
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5.
|
SOLE VOTING POWER
0
|
|
6.
|
SHARED VOTING POWER
39,955 (4)
|
|
7.
|
SOLE DISPOSITIVE POWER
0
|
|
8.
|
SHARED DISPOSITIVE POWER
39,955 (4)
|
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
39,955 (4)
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
|
☐
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.26%
|
12.
|
TYPE OF REPORTING PERSON*
PN
|
__________________
(4) Comprised of an aggregate of 28,167 shares of common stock
and warrants to purchase 11,788 shares of common stock. The provisions of the warrants beneficially owned by the reporting person
restrict the exercise of such securities to the extent that, upon such exercise, the number of shares then beneficially owned
by the holder and its affiliates and any other person or entities with which such holder would constitute a Section 13(d) “group”
would exceed 9.99% of the total number of shares of the Issuer then outstanding (the “Ownership Cap”). Accordingly,
notwithstanding the number of shares reported, the reporting person disclaims beneficial ownership of the shares of common stock
issuable upon exercise of such warrants to the extent that upon such exercise the number of shares beneficially owned by all reporting
persons hereunder, in the aggregate, would exceed the Ownership Cap.
CUSIP No.
|
97382D105
|
13G
|
Page 6 of 11 Pages
|
1.
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Deerfield
Private
Design International II, L.P.
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a)
☐
(b) ☒
|
3.
|
SEC USE ONLY
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5.
|
SOLE VOTING POWER
0
|
|
6.
|
SHARED VOTING POWER
45,785 (5)
|
|
7.
|
SOLE DISPOSITIVE POWER
0
|
|
8.
|
SHARED DISPOSITIVE POWER
45,785 (5)
|
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
45,785 (5)
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
|
☐
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.44%
|
12.
|
TYPE OF REPORTING PERSON*
PN
|
__________________
(5) Comprised of an aggregate of 32,277 shares of common stock
and warrants to purchase 13,508 shares of common stock. The provisions of the warrants beneficially owned by the reporting person
restrict the exercise of such securities to the extent that, upon such exercise, the number of shares then beneficially owned
by the holder and its affiliates and any other person or entities with which such holder would constitute a Section 13(d) “group”
would exceed 9.99% of the total number of shares of the Issuer then outstanding (the “Ownership Cap”). Accordingly,
notwithstanding the number of shares reported, the reporting person disclaims beneficial ownership of the shares of common stock
issuable upon exercise of such warrants to the extent that upon such exercise the number of shares beneficially owned by all reporting
persons hereunder, in the aggregate, would exceed the Ownership Cap.
CUSIP No.
|
97382D105
|
13G
|
Page 7 of 11 Pages
|
1.
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
James E. Flynn
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a)
☐
(b) ☒
|
3.
|
SEC USE ONLY
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5.
|
SOLE VOTING POWER
0
|
|
6.
|
SHARED VOTING POWER
100,870 (6)
|
|
7.
|
SOLE DISPOSITIVE POWER
0
|
|
8.
|
SHARED DISPOSITIVE POWER
100,870 (6)
|
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
100,870 (6)
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
|
☐
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
3.16%
|
12.
|
TYPE OF REPORTING PERSON*
IN
|
__________________
(6) Comprised of an aggregate of 71,111 shares of common stock
and warrants to purchase 29,759 shares of common stock held by Deerfield Special Situations Fund, L.P., Deerfield Private Design
Fund II, L.P. and Deerfield Private Design International II, L.P. The provisions of the warrants beneficially owned by the reporting
person restrict the exercise of such securities to the extent that, upon such exercise, the number of shares then beneficially
owned by the holder and its affiliates and any other person or entities with which such holder would constitute a Section 13(d)
“group” would exceed 9.99% of the total number of shares of the Issuer then outstanding (the “Ownership Cap”).
Accordingly, notwithstanding the number of shares reported, the reporting person disclaims beneficial ownership of the shares
of common stock issuable upon exercise of such warrants to the extent that upon such exercise the number of shares beneficially
owned by all reporting persons hereunder, in the aggregate, would exceed the Ownership Cap.
CUSIP No.
|
97382D105
|
13G
|
Page 8 of 11 Pages
|
Item 1(a).
|
Name of Issuer:
|
|
|
|
Windtree Therapeutics, Inc.
|
|
|
Item 1(b).
|
Address of Issuer's Principal Executive Offices:
|
|
|
|
2600 Kelly Road, Suite 100
Warrington, Pennsylvania
18976
|
|
|
Item 2(a).
|
Name of Person Filing:
|
|
|
|
James E. Flynn, Deerfield
Mgmt, L.P., Deerfield Management Company, L.P., Deerfield Special Situations Fund, L.P., Deerfield Private Design Fund II, L.P.,
Deerfield Private Design International II, L.P.
|
|
|
Item 2(b).
|
Address of Principal Business Office, or if None, Residence:
|
|
|
|
James
E. Flynn, Deerfield Mgmt, L.P., Deerfield Management Company, L.P., Deerfield Special Situations Fund, L.P., Deerfield Private
Design Fund II, L.P., Deerfield Private Design International II, L.P., 780 Third Avenue, 37th Floor, New York, NY 10017
|
|
|
Item 2(c).
|
Citizenship:
|
|
|
|
Deerfield Mgmt, L.P., Deerfield Management Company,
L.P., Deerfield Special Situations Fund, L.P., Deerfield Private Design Fund II, L.P. - Delaware limited partnerships;
Deerfield Private Design International II, L.P -
British Virgin Islands limited partnership;
James E. Flynn - United
States citizen
|
|
|
Item 2(d).
|
Title of Class of Securities:
|
|
|
|
Common
Stock
|
|
|
Item 2(e).
|
CUSIP Number:
|
|
|
|
97382D105
|
|
|
|
Item 3.
|
If This Statement is Filed Pursuant to
Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:
|
|
|
(a)
|
☐
|
Broker or dealer registered under Section 15 of the
Exchange Act.
|
|
|
|
(b)
|
☐
|
Bank as defined in Section 3(a)(6) of the Exchange Act.
|
|
|
|
(c)
|
☐
|
Insurance company as defined in Section 3(a)(19) of
the Exchange Act.
|
|
|
|
(d)
|
☐
|
Investment company registered under Section 8 of the
Investment Company Act.
|
|
|
|
(e)
|
☐
|
An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
|
|
|
|
(f)
|
☐
|
An employee benefit plan or endowment fund in accordance
with Rule 13d-1(b)(1)(ii)(F);
|
|
|
|
(g)
|
☐
|
A parent holding company or control person in accordance
with Rule 13d-1(b)(1)(ii)(G);
|
|
|
|
(h)
|
☐
|
A savings association as defined in Section 3(b) of
the Federal Deposit Insurance Act;
|
CUSIP No.
|
97382D105
|
13G
|
Page 9 of 11 Pages
|
|
|
|
(i)
|
☐
|
A church plan that is excluded from the definition
of an investment company under Section 3(c)(14) of the Investment Company Act;
|
|
|
|
(j)
|
☐
|
A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
|
|
|
|
(k)
|
☐
|
Group, in accordance with Rule 13d-1(b)(1)(ii)(K).
|
If filing as a non-U.S. institution in accordance
with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: _________________
Item 4.
|
Ownership.
|
|
|
|
|
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
|
|
|
|
|
(a)
|
Amount beneficially owned**:
|
|
|
|
|
|
|
Deerfield Mgmt, L.P.
– 100,870 shares
Deerfield Management
Company, L.P. – 100,870 shares
Deerfield Special Situations
Fund, L.P. – 15,130 shares
Deerfield Private Design
Fund II, L.P. – 39,955 shares
Deerfield Private Design
International II, L.P. – 45,785 shares
James E. Flynn –
100,870 shares
|
|
|
|
|
(b)
|
Percent of class**:
|
|
|
|
|
|
|
Deerfield Mgmt, L.P.
– 3.16%
Deerfield Management
Company, L.P. – 3.16%
Deerfield Special Situations
Fund, L.P. – 0.48%
Deerfield Private Design
Fund II, L.P. – 1.26%
Deerfield Private Design
International II, L.P. – 1.44%
James E. Flynn –
3.16%
|
|
|
|
|
(c)
|
Number of shares as to which such person has**:
|
|
|
|
|
|
|
(i)
|
Sole power to vote or to direct the vote:
|
All Reporting Persons - 0
|
|
|
|
|
|
(ii)
|
Shared power to vote or to direct the vote:
|
Deerfield Mgmt, L.P.
– 100,870
Deerfield Management
Company, L.P. – 100,870
Deerfield Special Situations
Fund, L.P. – 15,130
Deerfield Private Design
Fund II, L.P. – 39,955
Deerfield Private Design International II, L.P. –
45,785
James E. Flynn - 100,870
|
|
|
|
|
|
(iii)
|
Sole power to dispose or to direct the disposition of:
|
All Reporting Persons - 0
|
|
|
|
|
|
(iv)
|
Shared power to dispose or to direct the disposition
of:
|
Deerfield Mgmt, L.P.
– 100,870
Deerfield Management
Company, L.P. – 100,870
Deerfield Special Situations
Fund, L.P. – 15,130
Deerfield Private Design
Fund II, L.P. – 39,955
Deerfield Private Design
International II, L.P. – 45,785
James E. Flynn - 100,870
|
**See footnotes on cover pages which are incorporated by reference
herein.
CUSIP No.
|
97382D105
|
13G
|
Page 10 of 11 Pages
|
Item 5.
|
Ownership of Five Percent or Less of a Class.
|
|
|
If this statement is being filed to report
the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the
class of securities check the following ☒.
|
|
|
|
|
|
|
Item 6.
|
Ownership of More Than Five Percent on Behalf of Another Person.
|
|
|
If any other person is known to have the
right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement
to that effect should be included in response to this item and, if such interest relates to more than five percent of the class,
such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company
Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
|
|
|
|
N/A
|
|
|
Item 7.
|
Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
|
|
|
If a parent holding company or Control
person has filed this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating
the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company or control person has filed
this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
|
|
|
|
N/A
|
|
|
Item 8.
|
Identification and Classification of Members of the Group.
|
|
|
If a group has filed this schedule pursuant
to ss.240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification
of each member of the group. If a group has filed this schedule pursuant to ss.240.13d-1(c) or ss.240.13d-1(d), attach an exhibit
stating the identity of each member of the group.
|
|
|
|
See Exhibit B
|
|
|
Item 9.
|
Notice of Dissolution of Group.
|
|
|
Notice of dissolution of a group may be
furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security
reported on will be filed, if required, by members of the group, in their individual capacity. See Item 5.
|
|
|
|
N/A
|
|
|
Item 10.
|
Certifications.
|
|
|
"By signing below I certify that,
to the best of my 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, other than activities solely in connection
with a nomination under § 240.14a-11."
|
CUSIP No.
|
97382D105
|
13G
|
Page 11 of 11 Pages
|
SIGNATURE
After reasonable inquiry and to the best
of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
DEERFIELD MGMT, L.P.
By: J.E. Flynn Capital, LLC, General Partner
By:
/s/ Jonathan Isler
Jonathan Isler, Attorney-In-Fact
DEERFIELD MANAGEMENT COMPANY, L.P.
By: Flynn Management LLC, General Partner
By:
/s/ Jonathan Isler
Jonathan Isler, Attorney-In-Fact
DEERFIELD SPECIAL SITUATIONS FUND, L.P.
By: Deerfield Mgmt, L.P., General Partner
By: J.E. Flynn Capital, LLC, General Partner
By:
/s/ Jonathan Isler
Jonathan Isler, Attorney-In-Fact
DEERFIELD PRIVATE DESIGN FUND II, L.P.
By: Deerfield Mgmt, L.P., General Partner
By: J.E. Flynn Capital, LLC, General Partner
By:
/s/ Jonathan Isler
Jonathan Isler, Attorney-In-Fact
DEERFIELD PRIVATE DESIGN INTERNATIONAL II, L.P.
By: Deerfield Mgmt, L.P., General Partner
By: J.E. Flynn Capital, LLC, General Partner
By:
/s/ Jonathan Isler
Jonathan Isler, Attorney-In-Fact
JAMES E. FLYNN
/s/ Jonathan Isler
Jonathan Isler, Attorney-In-Fact
Date: February 14, 2018
Exhibit List
Exhibit A. Joint Filing Agreement.
Exhibit B. Item 8 Statement.
Exhibit C (1). Power of Attorney.
(1) Power of Attorney previously filed as Exhibit 24 to a Form
3 with regard to Proteon Therapeutics, Inc. filed with the Securities and Exchange Commission on August 4, 2017 by Deerfield Special
Situations Fund, L.P., Deerfield Partners, L.P., Deerfield International Master Fund, L.P., Deerfield Private Design Fund III,
L.P., Deerfield Private Design Fund IV, L.P., Deerfield Mgmt, L.P., Deerfield Mgmt III, L.P., Deerfield Mgmt IV, L.P., Deerfield
Management Company, L.P., and James E. Flynn.
Exhibit A
Agreement
The undersigned agree that this Schedule
13G, and all amendments thereto, relating to the Common Stock of Windtree Therapeutics, Inc. shall be filed on behalf of the undersigned.
DEERFIELD MGMT, L.P.
By: J.E. Flynn Capital, LLC, General Partner
By:
/s/ Jonathan Isler
Jonathan Isler, Attorney-In-Fact
DEERFIELD MANAGEMENT COMPANY, L.P.
By: Flynn Management LLC, General Partner
By:
/s/ Jonathan Isler
Jonathan Isler, Attorney-In-Fact
DEERFIELD SPECIAL SITUATIONS FUND, L.P.
By: Deerfield Mgmt, L.P., General Partner
By: J.E. Flynn Capital, LLC, General Partner
By:
/s/ Jonathan Isler
Jonathan Isler, Attorney-In-Fact
DEERFIELD PRIVATE DESIGN FUND II, L.P.
By: Deerfield Mgmt, L.P., General Partner
By: J.E. Flynn Capital, LLC, General Partner
By:
/s/ Jonathan Isler
Jonathan Isler, Attorney-In-Fact
DEERFIELD PRIVATE DESIGN INTERNATIONAL II, L.P.
By: Deerfield Mgmt, L.P., General Partner
By: J.E. Flynn Capital, LLC, General Partner
By:
/s/ Jonathan Isler
Jonathan Isler, Attorney-In-Fact
JAMES E. FLYNN
/s/ Jonathan Isler
Jonathan Isler, Attorney-In-Fact
Exhibit B
Due to the relationships between them, the
reporting persons hereunder may be deemed to constitute a “group” with one another for purposes of Section 13(d)(3)
of the Securities Exchange Act of 1934.