(Amendment No. 26)*
Alexandra A. Toohey
Baker Bros. Advisors LP
(Name,
address and telephone number of person authorized to receive notices and communications)
*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 disclosures provided in a prior cover page.
The information required on 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 ("Act") 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. 45337C102
|
|
Page 2 of 15 Pages
|
1.
|
NAMES OF REPORTING PERSONS
Baker Bros. Advisors LP
|
2.
|
CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a)
p
(b) p
|
3.
|
SEC USE ONLY
|
4.
|
SOURCE OF FUNDS*
OO
|
5.
|
CHECK BOX
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
|
o
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7.
|
SOLE VOTING POWER 34,851,571(1)
|
8.
|
SHARED VOTING POWER: 0
|
9.
|
SOLE DISPOSITIVE POWER: 34,851,571 (1)
|
10.
|
SHARED DISPOSITIVE POWER: 0
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 34,851,571
(1)
|
12.
|
CHECK BOX
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
p
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.7% (1)(2)
|
14.
|
TYPE OF REPORTING PERSON (See Instructions)
IA, PN
|
|
(1)
|
Includes 137,986 shares of common stock (“Common Stock”)
of Incyte Corporation (the “Issuer”) underlying 137,986 options exercisable for Common Stock (“Stock Options”)
and 2,802 restricted stock units solely payable in Common Stock (each, an “RSU”).
|
|
(2)
|
Based on 221,325,189 shares of Common Stock outstanding as of February
1, 2022, as reported in the Issuer’s Form 10-K filed with the Securities and Exchange Commission (“SEC”) on February
8, 2022 and 137,986 shares of Common Stock underlying 137,986 options and 2,802 shares of Common Stock underlying RSUs.
|
CUSIP No. 45337C102
|
|
Page 3 of 15 Pages
|
1.
|
NAMES OF REPORTING PERSONS
Baker Bros. Advisors (GP) LLC
|
2.
|
CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a)
p
(b) p
|
3.
|
SEC USE ONLY
|
4.
|
SOURCE OF FUNDS*
OO
|
5.
|
CHECK BOX
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
|
o
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7.
|
SOLE VOTING POWER 34,851,571 (1)
|
8.
|
SHARED VOTING POWER: 0
|
9.
|
SOLE DISPOSITIVE POWER: 34,851,571 (1)
|
10.
|
SHARED DISPOSITIVE POWER: 0
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 34,851,571
(1)
|
12.
|
CHECK BOX
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
p
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.7% (1)(2)
|
14.
|
TYPE OF REPORTING PERSON (See Instructions)
HC, OO
|
|
(1)
|
Includes 137,986 shares of Common Stock underlying 137,986 Stock
Options and 2,802 RSUs.
|
|
(2)
|
Based on 221,325,189 shares of Common Stock outstanding as of February
1, 2022, as reported in the Issuer’s Form 10-K filed with the SEC on February 8, 2022 and 137,986 shares of Common Stock underlying
137,986 options and 2,802 shares of Common Stock underlying RSUs.
|
CUSIP No. 45337C102
|
|
Page 4 of 15 Pages
|
1.
|
NAMES OF REPORTING PERSONS
Julian C. Baker
|
2.
|
CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a)
p
(b) p
|
3.
|
SEC USE ONLY
|
4.
|
SOURCE OF FUNDS*
OO
|
5.
|
CHECK BOX
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
|
o
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7.
|
SOLE VOTING POWER: 35,214,201
(1)
|
8.
|
SHARED VOTING POWER: 0
|
9.
|
SOLE DISPOSITIVE POWER: 35,214,201 (1)
|
10.
|
SHARED DISPOSITIVE POWER: 0
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 35,214,201
(1)
|
12.
|
CHECK BOX
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
p
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.9% (1)(2)
|
14.
|
TYPE OF REPORTING PERSON (See Instructions)
IN, HC
|
|
(1)
|
Includes 137,986 shares of Common Stock underlying 137,986 Stock
Options and 2,802 RSUs.
|
|
(2)
|
Based on 221,325,189 shares of Common Stock outstanding as of February
1, 2022, as reported in the Issuer’s Form 10-K filed with the SEC on February 8, 2022 and 137,986 shares of Common Stock underlying
137,986 options and 2,802 shares of Common Stock underlying RSUs.
|
CUSIP No. 45337C102
|
|
Page 5 of 15 Pages
|
1.
|
NAMES OF REPORTING PERSONS
Felix J. Baker
|
2.
|
CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a)
p
(b) p
|
3.
|
SEC USE ONLY
|
4.
|
SOURCE OF FUNDS (See Instructions)
OO
|
5.
|
CHECK BOX
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
|
o
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7.
|
SOLE VOTING POWER: 35,216,618
(1)
|
8.
|
SHARED VOTING POWER: 0
|
9.
|
SOLE DISPOSITIVE POWER: 35,216,618 (1)
|
10.
|
SHARED DISPOSITIVE POWER: 0
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
35,216,618 (1)
|
12.
|
CHECK BOX
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
p
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.9% (1)(2)
|
14.
|
TYPE OF REPORTING PERSON (See Instructions)
IN, HC
|
|
(1)
|
Includes 137,986 shares of Common Stock underlying 137,986 Stock
Options and 2,802 RSUs.
|
|
(2)
|
Based on 221,325,189 shares of Common Stock outstanding as of February
1, 2022, as reported in the Issuer’s Form 10-K filed with the SEC on February 8, 2022 and 137,986 shares of Common Stock underlying
137,986 options and 2,802 shares of Common Stock underlying RSUs.
|
CUSIP No. 45337C102
|
|
Page 6 of 15 Pages
|
1.
|
NAMES OF REPORTING PERSONS
FBB2, LLC
|
2.
|
CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a)
p
(b) p
|
3.
|
SEC USE ONLY
|
4.
|
SOURCE OF FUNDS (See Instructions)
OO
|
5.
|
CHECK BOX
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
|
o
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7.
|
SOLE VOTING POWER: 15,110
|
8.
|
SHARED VOTING POWER: 0
|
9.
|
SOLE DISPOSITIVE POWER: 15,110
|
10.
|
SHARED DISPOSITIVE POWER: 0
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
15,110
|
12.
|
CHECK BOX
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
p
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.01% (1)
|
14.
|
TYPE OF REPORTING PERSON (See Instructions)
OO
|
|
(1)
|
Based on 221,325,189 shares of Common Stock outstanding as of February 1, 2022, as reported in the Issuer’s Form 10-K filed
with the SEC on February 8, 2022.
|
CUSIP No. 45337C102
|
|
Page 6 of 15 Pages
|
1.
|
NAMES OF REPORTING PERSONS
FBB3 LLC
|
2.
|
CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a)
p
(b) p
|
3.
|
SEC USE ONLY
|
4.
|
SOURCE OF FUNDS (See Instructions)
OO
|
5.
|
CHECK BOX
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
|
o
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7.
|
SOLE VOTING POWER: 35,337
|
8.
|
SHARED VOTING POWER: 0
|
9.
|
SOLE DISPOSITIVE POWER: 35,337
|
10.
|
SHARED DISPOSITIVE POWER: 0
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
35,337
|
12.
|
CHECK BOX
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
p
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.02% (1)
|
14.
|
TYPE OF REPORTING PERSON (See Instructions)
OO
|
|
(1)
|
Based on 221,325,189 shares of Common Stock outstanding as of February 1, 2022, as reported in the Issuer’s Form 10-K filed
with the SEC on February 8, 2022.
|
CUSIP No. 45337C102
|
|
Page 7 of 15 Pages
|
1.
|
NAMES OF REPORTING PERSONS
FBB Associates
|
2.
|
CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a)
p
7(b) p
|
3.
|
SEC USE ONLY
|
4.
|
SOURCE OF FUNDS (See Instructions)
OO
|
5.
|
CHECK BOX
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
|
o
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
New York
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7.
|
SOLE VOTING POWER: 33,410
|
8.
|
SHARED VOTING POWER: 0
|
9.
|
SOLE DISPOSITIVE POWER: 33,410
|
10.
|
SHARED DISPOSITIVE POWER: 0
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
33,410
|
12.
|
CHECK BOX
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
p
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.02% (1)
|
14.
|
TYPE OF REPORTING PERSON (See Instructions)
PN, OO
|
|
(1)
|
Based on 221,325,189 shares of Common Stock outstanding as of
February 1, 2022, as reported in the Issuer’s Form 10-K filed with the SEC on February 8, 2022.
|
Amendment No. 26 to Schedule 13D
This Amendment No. 26 to Schedule 13D amends and supplements the statements
on the previously filed Schedule 13D, as amended, filed by Baker Bros. Advisors LP (the “Adviser”), Baker Bros. Advisors (GP)
LLC (the “Adviser GP”), Julian C. Baker, Felix J. Baker, FBB2, LLC (“FBB2”), FBB3 LLC (“FBB3”) and
FBB Associates (“FBB”). Except as supplemented herein, such statements, as hereto amended and supplemented, remain in full
force and effect. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.
Each capitalized term used but not defined herein has the meaning ascribed to such term in the Schedule 13D, as amended.
The Adviser GP is the sole general partner of the Adviser. Pursuant
to management agreements, as amended, among the Adviser, Baker Brothers Life Sciences, L.P. (“Life Sciences”), and 667, L.P.
(“667”, and together with Life Sciences, the “Funds”), and their respective general partners, the Funds’
respective general partners relinquished to the Adviser all discretion and authority with respect to the investment and voting power of
the securities held by the Funds, and thus the Adviser has complete and unlimited discretion and authority with respect to the Funds’
investments and voting power over investments.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 of Schedule 13D is supplemented and amended, as the case may
be, as follows:
The disclosure in Item 4 below is incorporated herein by reference.
Item 4. Purpose of the Transaction.
Item 4 of Schedule 13D is supplemented and superseded, as the case
may be, as follows:
This Amendment No. 26 is being filed to report the acquisition of common
stock (“Common Stock”) of Incyte Corporation (the “Issuer”) reported in Item 5(c) that resulted in a more than
1 percent change in beneficial ownership. The disclosure regarding the purchases in Item 5(c) below is incorporated herein by reference.
On December 31, 2021, Julian C. Baker received 419 shares of Common
Stock in lieu of quarterly cash director’s compensation.
The Funds hold securities of the Issuer for investment purposes.
The Reporting Persons or their affiliates may purchase additional securities of the Issuer or dispose of securities in varying
amounts and at varying times depending upon the Reporting Persons’ continuing assessments of pertinent factors, including the
availability of shares of Common Stock or other securities for purchase at particular price levels, the business prospects of the
Issuer, other business investment opportunities, economic conditions, stock market conditions, money market conditions, the
attitudes and actions of the Board of Directors and management of the Issuer, the availability and nature of opportunities to
dispose of securities of the Issuer and other plans and requirements of the particular persons. The Reporting Persons may discuss
items of mutual interest with the Issuer’s management, other members of the Board and other investors, which could include
items in subparagraphs (a) through (j) of Item 4 Schedule 13D.
Depending
upon their assessments of the above factors, the Reporting Persons or their affiliates may change their present intentions as stated above
and they may make suggestions to the management of the Issuer regarding financing, and may acquire additional securities of the Issuer,
including shares of Common Stock (by means of open market purchases, privately negotiated purchases, exercise of some or all of the Stock
Options (as defined in Item 5), vesting of restricted stock units (each an “RSU”) or
otherwise) or may dispose of some or all of the securities of the Issuer, including shares of Common Stock, under their control.
Except as otherwise disclosed herein, at the present time, the Reporting
Persons do not have any plans or proposals with respect to any extraordinary corporate transaction involving the Issuer including, without
limitation, those matters described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
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. 26 are incorporated herein by reference. Set forth below is the aggregate number of shares of
Common Stock directly held by each of the Funds and the percentage of the Issuer’s outstanding shares of Common Stock such holdings
represent. The information set forth below is based on 221,325,189 shares of the Common Stock outstanding as of February 1, 2022, as reported
in the Issuer’s Form 10-K filed with the SEC on February 8, 2022. Such percentage figures are calculated in accordance with Rule
13d-3 under the Securities Exchange Act of 1934, as amended.
Holder
|
|
Shares of Common Stock
|
|
|
Percent of Class Outstanding
|
|
667, L.P.
|
|
|
2,686,871
|
|
|
|
1.2
|
%
|
Baker Brothers Life Sciences, L.P.
|
|
|
31,841,679
|
|
|
|
14.4
|
%
|
Total
|
|
|
34,528,550
|
|
|
|
15.6
|
%
|
The Adviser GP, Felix J. Baker and Julian C. Baker as managing members
of the Adviser GP, and the Adviser may be deemed to be beneficial owners of securities of the Issuer directly held by the Funds.
Julian C. Baker and Felix J. Baker are also the sole managers of FBB2
and FBB3 and by policy they do not transact in or vote the securities of the Issuer held by FBB2 and FBB3.
Julian C. Baker and Felix J. Baker are also the sole partners of FBB
and as such may be deemed to be beneficial owners of securities owned by FBB and may be deemed to have the power to vote or direct the
vote and dispose or direct the disposition of those securities.
In connection with his service on the Issuer’s Board, Julian
C. Baker holds options to purchase Common Stock of the Issuer (“Stock Options”), RSUs, Common Stock and Common Stock received
from the exercise of Stock Options as disclosed in previous amendments to this Schedule 13D.
Julian C. Baker serves on the Board as a representative of the Funds.
The policy of the Funds and the Adviser does not permit managing members of the
Adviser GP or full-time employees of the Adviser to receive compensation for serving as a director of the Issuer. Therefore, Julian C.
Baker has no pecuniary interest in the Stock Options, Common Stock, RSUs or Common Stock received from the exercise of Stock Options or
vesting of RSUs received as directors’ compensation. The Funds are instead entitled to the pecuniary interest in the Stock Options,
Common Stock, RSUs and Common Stock received from the exercise of Stock Options and vesting of RSUs received as directors’ compensation.
The Adviser has voting and investment power over the Stock Options,
RSUs, Common Stock and Common Stock underlying such Stock Options and Common Stock received from the exercise of Stock Options by Julian
C. Baker received as directors’ compensation. The Adviser GP, and Felix J. Baker and Julian C. Baker as managing members of the
Adviser GP, may be deemed to have the power to vote or direct the vote of and the power to dispose or direct the disposition of the Stock
Options, RSUs, Common Stock, Common Stock received from the exercise of Stock Options and Common Stock underlying such Stock Options held
by Julian C. Baker received as director’s compensation.
(c) The following transactions in the Issuer’s
Common Stock were effected by Life Sciences during the sixty days preceding 9AM EST February 14, 2022 using its working capital. All
purchase transactions were effected in the open market directly with a broker-dealer. Except as disclosed herein, none of the Reporting
Persons or their affiliates has effected any other transactions in securities of the Issuer during such 60 days period.
Name
|
|
Date
|
|
Number of Shares
|
|
|
Transaction
|
|
Price/Share
|
|
|
Footnote
|
|
Baker Brothers Life Sciences, L.P.
|
|
12/15/2021
|
|
|
861
|
|
|
Purchase
|
|
|
67.8982
|
|
|
|
1
|
|
Baker Brothers Life Sciences, L.P.
|
|
12/15/2021
|
|
|
9,352
|
|
|
Purchase
|
|
|
68.5245
|
|
|
|
2
|
|
Baker Brothers Life Sciences, L.P.
|
|
12/15/2021
|
|
|
36,476
|
|
|
Purchase
|
|
|
69.6266
|
|
|
|
3
|
|
Baker Brothers Life Sciences, L.P.
|
|
12/15/2021
|
|
|
9,893
|
|
|
Purchase
|
|
|
70.2355
|
|
|
|
4
|
|
Baker Brothers Life Sciences, L.P.
|
|
12/15/2021
|
|
|
5,382
|
|
|
Purchase
|
|
|
71.0335
|
|
|
|
5
|
|
Baker Brothers Life Sciences, L.P.
|
|
12/15/2021
|
|
|
288,368
|
|
|
Purchase
|
|
|
71.9088
|
|
|
|
6
|
|
Baker Brothers Life Sciences, L.P.
|
|
12/16/2021
|
|
|
139,612
|
|
|
Purchase
|
|
|
71.9551
|
|
|
|
7
|
|
Baker Brothers Life Sciences, L.P.
|
|
12/16/2021
|
|
|
29,703
|
|
|
Purchase
|
|
|
72.0000
|
|
|
|
|
|
Baker Brothers Life Sciences, L.P.
|
|
12/17/2021
|
|
|
881,875
|
|
|
Purchase
|
|
|
72.7744
|
|
|
|
8
|
|
Baker Brothers Life Sciences, L.P.
|
|
12/17/2021
|
|
|
193,997
|
|
|
Purchase
|
|
|
72.9095
|
|
|
|
9
|
|
Baker Brothers Life Sciences, L.P.
|
|
2/10/2022
|
|
|
40,164
|
|
|
Purchase
|
|
|
66.5665
|
|
|
|
10
|
|
Baker Brothers Life Sciences, L.P.
|
|
2/10/2022
|
|
|
6,100
|
|
|
Purchase
|
|
|
67.1965
|
|
|
|
11
|
|
Baker Brothers Life Sciences, L.P.
|
|
2/10/2022
|
|
|
772,751
|
|
|
Purchase
|
|
|
67.5416
|
|
|
|
12
|
|
Baker Brothers Life Sciences, L.P.
|
|
2/11/2022
|
|
|
265,522
|
|
|
Purchase
|
|
|
66.8129
|
|
|
|
13
|
|
Baker Brothers Life Sciences, L.P.
|
|
2/11/2022
|
|
|
10,985
|
|
|
Purchase
|
|
|
66.9488
|
|
|
|
14
|
|
(1) The reported price is a weighted average price. These shares were
traded in multiple transactions at a prices ranging from $67.82 to $67.99. The Reporting Persons undertake to provide the staff of the
Securities and Exchange Commission (the “Staff”), upon request, full information regarding the number of shares traded at
each separate price within the ranges set forth in this footnote.
(2) The reported price is a weighted average price. These shares
were traded in multiple transactions at prices ranging from $67.99 to $68.985. The Reporting Persons undertake to provide the Staff, upon
request, full information regarding the number of shares traded at each separate price within the ranges set forth in this footnote.
(3) The reported price is a weighted average price. These shares were
traded in multiple transactions at prices ranging from $69.02 to $69.99. The Reporting Persons undertake to provide the Staff, upon request,
full information regarding the number of shares traded at each separate price within the ranges set forth in this footnote.
(4) The reported price is a weighted average price. These shares were
traded in multiple transactions at prices ranging from $69.83 to $70.61. The Reporting Persons undertake to provide the Staff, upon request,
full information regarding the number of shares traded at each separate price within the ranges set forth in this footnote.
(5) The reported price is a weighted average price. These shares were
traded in multiple transactions at prices ranging from $70.94 to $71.10. The Reporting Persons undertake to provide the Staff, upon request,
full information regarding the number of shares traded at each separate price within the ranges set forth in this footnote.
(6) The reported price is a weighted average price. These shares
were traded in multiple transactions at prices ranging from $71.11 to $72.10. The Reporting Persons undertake to provide the Staff,
upon request, full information regarding the number of shares traded at each separate price within the ranges set forth in this
footnote.
(7) The reported price is a weighted average price. These shares were
traded in multiple transactions at prices ranging from $71.42 to $72.15. The Reporting Persons undertake to provide the Staff, upon request,
full information regarding the number of shares traded at each separate price within the ranges set forth in this footnote.
(8) The reported price is a weighted average price. These shares were
traded in multiple transactions at prices ranging from $72.49 to $72.98. The Reporting Persons undertake to provide the Staff, upon request,
full information regarding the number of shares traded at each separate price within the ranges set forth in this footnote.
(9) The reported price is a weighted average price. These shares were
traded in multiple transactions at prices ranging from $72.83 to $72.94. The Reporting Persons undertake to provide the Staff, upon request,
full information regarding the number of shares traded at each separate price within the ranges set forth in this footnote.
(10) The reported price is a weighted average price. These shares were
traded in multiple transactions at prices ranging from $66.43 to $66.77. The Reporting Persons undertake to provide the Staff, upon request,
full information regarding the number of shares traded at each separate price within the ranges set forth in this footnote.
(11) The reported price is a weighted average price. These shares were
traded in multiple transactions at prices ranging from $67.10 to $67.43. The Reporting Persons undertake to provide the Staff, upon request,
full information regarding the number of shares traded at each separate price within the ranges set forth in this footnote.
(12) The reported price is a weighted average price. These shares were
traded in multiple transactions at prices ranging from $66.85 to $67.85. The Reporting Persons undertake to provide the Staff, upon request,
full information regarding the number of shares traded at each separate price within the ranges set forth in this footnote.
(13) The reported price is a weighted average price. These shares were
traded in multiple transactions at prices ranging from $66.54 to $67.32. The Reporting Persons undertake to provide the Staff, upon request,
full information regarding the number of shares traded at each separate price within the ranges set forth in this footnote.
(14) The reported price is a weighted average price. These shares were
traded in multiple transactions at prices ranging from $66.82 to $67.00. The Reporting Persons undertake to provide the Staff, upon request,
full information regarding the number of shares traded at each separate price within the ranges set forth in this footnote.
(d) Certain securities of the Issuer are held directly by 667, a limited
partnership the sole general partner of which is Baker Biotech Capital, L.P., a limited partnership the sole general partner of which
is Baker Biotech Capital (GP), LLC. Julian C. Baker and Felix J. Baker are the controlling members of Baker Biotech Capital (GP), LLC.
Certain securities of the Issuer are held directly by Life Sciences,
a limited partnership the sole general partner of which is Baker Brothers Life Sciences Capital, L.P., a limited partnership the sole
general partner of which is Baker Brothers Life Sciences Capital (GP), LLC. Julian C. Baker and Felix J. Baker are the controlling members
of Baker Brothers Life Sciences Capital (GP), LLC.
(e) Not applicable.
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.
February 14, 2022
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BAKER BROS. ADVISORS LP
By: Baker Bros. Advisors (GP) LLC, its general partner
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By:
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/s/ Scott L. Lessing
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Name: Scott L. Lessing
Title: President
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BAKER BROS. ADVISORS (GP) LLC
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By:
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/s/ Scott L. Lessing
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Name: Scott L. Lessing
Title: President
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/s/
Julian C. Baker
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Julian
C. Baker
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/s/
Felix J. Baker
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Felix
J. Baker
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FBB Associates
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By:
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/s/ Julian C. Baker
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Name: Julian C. Baker
Title: Partner
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FBB2, LLC
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By:
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/s/ Julian C. Baker
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Name: Julian C. Baker
Title: Manager
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FBB3 LLC
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By:
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/s/ Julian C. Baker
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Name: Julian C. Baker
Title: Manager
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