(Amendment No. 3)*
If the filing person has previously filed a
statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because
§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g) check the following box ☐.
* 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).
SCHEDULE 13D
CUSIP No. 67011N105
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Page 2 of 10 Pages
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1
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NAME OF REPORTING PERSONS
OrbiMed Israel BioFund GP Limited Partnership
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) o
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (See Instructions)
N/A
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
State of Israel
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
3,183,314
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
3,183,314
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,183,314
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.8%*
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14
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TYPE OF REPORTING PERSON (See Instructions)
PN
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*
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This percentage is calculated based upon 16,069,562 shares of common stock, par value $0.001 per share (the “Shares”) of Novus Therapeutics, Inc., a Delaware corporation (the “Issuer”), as set forth in the Issuer’s periodic report of on Form 8-K/A filed with the Securities and Exchange Commission on February 20, 2020.
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SCHEDULE 13D
CUSIP No. 67011N105
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Page 3 of 10 Pages
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1
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NAME OF REPORTING PERSONS
OrbiMed Israel GP Ltd.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) o
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (See Instructions)
N/A
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
State of Israel
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
3,183,314
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
3,183,314
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,183,314
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.8*
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14
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TYPE OF REPORTING PERSON (See Instructions)
CO
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*
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This percentage is calculated based upon 16,069,562 shares of common stock, par value $0.001 per share (the “Shares”) of Novus Therapeutics, Inc., a Delaware corporation (the “Issuer”), as set forth in the Issuer’s periodic report of on Form 8-K/A filed with the Securities and Exchange Commission on February 20, 2020.
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Item 1.
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Security and Issuer.
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This Amendment No. 3 (“Amendment No.
3”) to Schedule 13D supplements and amends the Statement on Schedule 13D of OrbiMed Israel BioFund GP Limited Partnership
and OrbiMed Israel GP Ltd. (the “Statement”) originally filed with the Securities and Exchange Commission (the
“SEC”) on May 19, 2017 and amended by Amendment No. 1 thereto filed with the SEC on March 19, 2018 and amended
by Amendment No. 2 (“Amendment No. 2”) filed with the SEC on May 6, 2019. This Statement relates to the common
stock, par value $0.001 per share (the “Shares”), of Novus Therapeutics, Inc., a corporation organized under
the laws of Delaware (the “Issuer”), with its principal executive offices are located at 19900 MacArthur Blvd.,
Suite 550 Irvine, California 92612. The Shares are listed on the NASDAQ Global Market under the ticker symbol “NVUS.”
Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.
This Amendment No. 3 is
being filed to report that the Issuer filed a Form 8-K/A on February 20, 2020, which stated that the Issuer’s total number
of outstanding Shares had increased to 16,069,562 (the “Outstanding Share Increase”). As a result of the Outstanding
Share Increase, the percentage of outstanding Shares that the Reporting Persons may be deemed to beneficially own was reduced by
more than 1% since the filing of Amendment No. 2.
Item 2.
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Identity and Background.
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(a)
This Statement is being jointly filed by OrbiMed Israel GP Ltd., an Israeli company (“OrbiMed Israel”),
and OrbiMed Israel BioFund GP Limited Partnership, an Israeli limited partnership (“OrbiMed BioFund”) (together,
the “Reporting Persons” and each, a “Reporting Person”).
(b) – (c) OrbiMed
Israel, a company that acts as general partner of certain limited partnerships, is the general partner of OrbiMed BioFund, which
is the general partner of OrbiMed Israel Partners Limited Partnership, an Israeli limited partnership (“OrbiMed Partners”),
which holds the securities to which this Statement relates.
The address of the principal office of each
Reporting Person is 89 Medinat HaYehudim St., Build E, 11th Floor, Herzliya 46766 Israel.
The name, business address, present principal
occupation or employment and citizenship of each of the directors, executive officers and partners (as applicable) of the Reporting
Persons are set forth in Schedules I and II hereto and are incorporated herein by reference.
(d) – (e) During
the last five years, none of the Reporting Persons nor, to the best of their knowledge, any of the persons listed in Schedules
I and II hereto, has been: (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii)
a 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.
Item 3.
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Source and Amount of Funds or Other Consideration.
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Not applicable.
Item 4.
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Purpose of Transaction.
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The Shares have been acquired
by the Reporting Persons for the purpose of making an investment in the Issuer and not for the intention of acquiring control of
the Issuer’s business on behalf of OrbiMed Partners.
The Reporting Persons
from time to time intend to review their investment in the Issuer on the basis of various factors, including the Issuer’s
business, financial condition, results of operations and prospects, general economic and industry conditions, the securities markets
in general and those for the Issuer’s Shares in particular, as well as other developments and other investment opportunities.
Based upon such review, the Reporting Persons will take such actions in the future as the Reporting Persons may deem appropriate
in light of the circumstances existing from time to time. If the Reporting Persons believe that further investment in the
Issuer is attractive, whether because of the market price of the Shares or otherwise, they may acquire Shares or other securities
of the Issuer either in the open market or in privately negotiated transactions. Similarly, depending on market and other factors,
the Reporting Persons may determine to dispose of some or all of the Shares currently owned by the Reporting Persons or otherwise
acquired by the Reporting Persons either in the open market or in privately negotiated transactions.
Except as set forth in
this Statement, the Reporting Persons have not formulated any plans or proposals which relate to or would result in: (a) the acquisition
by any person of additional securities of the Issuer or the disposition of securities of the Issuer; (b) an extraordinary corporate
transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer
of a material amount of the assets of the Issuer or any of its subsidiaries; (d) any change in the present Board or management
of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on
the Board; (e) any material change in the Issuer’s capitalization or dividend policy; (f) any other material change in the
Issuer’s business or corporate structure: (g) any change in the Issuer’s charter or bylaws or other or instrument corresponding
thereto or other action which may impede the acquisition of control of the Issuer by any person; (h) causing a class of the Issuer’s
securities to be deregistered or delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer
quotation system of a national securities association; (i) a class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”); or (j) any action similar to any of those enumerated above.
Item 5.
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Interest in Securities of the Issuer.
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(a)-(b) As
of the date of this filing, the Reporting Persons may be deemed, for purposes of Rule 13d-3 of the Exchange Act, directly or indirectly,
including by reason of their mutual affiliation, to be the beneficial owners of the Shares described in Item 6 below. Based
upon information contained in the Issuer’s Form 8-K/A filed with the Securities and Exchange Commission on February 20, 2020,
such Shares constitute approximately 19.8% of the issued and outstanding Shares. OrbiMed Israel, pursuant to its authority as the
sole general partner of OrbiMed BioFund, the sole general partner of OrbiMed Partners, may be deemed to indirectly beneficially
own the Shares held by OrbiMed Partners. OrbiMed BioFund, pursuant to its authority as the general partner of OrbiMed Partners,
may be deemed to indirectly beneficially own the Shares held by OrbiMed Partners. As a result, OrbiMed Israel and OrbiMed
BioFund and OrbiMed Partners share the power to direct the vote and to direct the disposition of the shares of Shares described
in Item 6 below.
(c) On
January 14, 2020, OrbiMed Partners sold 1,292,408 warrants to purchase Shares (“Warrants”) at a price of $0.20
per Warrant.
(d) Not
applicable.
(e) Not
applicable.
Item 6.
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Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
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In addition to the relationships
between the Reporting Persons described in Items 2, 3, and 5 above, OrbiMed BioFund is the sole general partner of OrbiMed Partners
pursuant to the terms of the limited partnership agreement of OrbiMed Partners. OrbiMed Israel is the sole general partner
of OrbiMed BioFund, pursuant to the terms of the limited partnership agreement of OrbiMed BioFund. As a result, OrbiMed BioFund
has the power to direct the vote and to direct the disposition of the Shares held by OrbiMed Partners and such power is exercised
through OrbiMed Israel. OrbiMed Israel exercises this investment power through an investment committee (the “Committee”)
comprised of Carl L. Gordon, Jonathan T. Silverstein, Nissim Darvish, Anat Naschitz and Erez Chimovits (“Chimovits”),
each of whom disclaims beneficial ownership of the Shares held by OrbiMed Partners, except to the extent of their pecuniary interest
therein. As a result, OrbiMed BioFund and OrbiMed Israel may be deemed directly or indirectly, including by reason of their mutual
affiliation, to be the beneficial owners of the Shares held by OrbiMed Partners and to share power to direct the vote and the disposition
of the Shares held by OrbiMed Partners. The number of outstanding Shares attributable to OrbiMed Partners is 3,183,314 Shares.
OrbiMed Israel maybe be considered to hold indirectly 3,183,314 Shares, and OrbiMed BioFund may be considered to hold indirectly
3,183,314 Shares.
The Reporting Persons designated
Chimovits to serve as a member of the Board of Directors of the Issuer, and, accordingly, the Reporting Persons may have the ability
to affect and influence control of the Issuer. From time to time, Chimovits may receive stock options or other awards of equity
based compensation pursuant to the Issuer’s compensation arrangements for non-employee directors. Chimovits is obligated
to transfer any Shares issued under any such stock options or other awards, or the economic benefit thereof, to OrbiMed Israel
or an affiliate, which will in turn ensure that such Shares or economic benefits are provided to OrbiMed Partners.
Except as described above
or elsewhere in this Statement or incorporated by reference in this Statement, there are no contracts, arrangements, understandings
or relationships (legal or otherwise) between any of the Reporting Persons or, to the best of their knowledge, any of the persons
named in Schedules I and II to this Statement or between any of the Reporting Persons and any other person or, to the best of their
knowledge, any person named in Schedules I and II to this Statement and any other person with respect to any securities of the
Issuer, including, but not limited to, transfer or voting of any securities, finder’s fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.
Item 7.
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Materials to be Filed as Exhibits.
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Exhibit No.
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Description
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1.
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Joint Filing Agreement between OrbiMed Israel GP Ltd. and OrbiMed Israel BioFund GP Limited Partnership.
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SIGNATURE
After reasonable inquiry and to the best of each
of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in this statement
is true, complete and correct.
Dated: February 25, 2020
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ORBIMED ISRAEL BIOFUND GP LIMITED PARTNERSHIP
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By:
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OrbiMed Israel GP Ltd., its General Partner
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By:
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/s/ Nissim Darvish
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Nissim Darvish
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Director
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ORBIMED ISRAEL GP LTD.
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By:
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/s/ Nissim Darvish
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Nissim Darvish
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Director
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SCHEDULE I
The name and present principal occupation of
each of the executive officers and directors of OrbiMed Israel GP Ltd. are set forth below. Unless otherwise noted, all of
these persons are Israeli citizens and have as their business address 89 Medinat HaYehudim St., Build E, 11th Floor, Herzliya 46766,
Israel.
Name
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Position with Reporting
Person
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Principal Occupation
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Carl L. Gordon
American citizen
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Director
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Member
OrbiMed Advisors LLC
601 Lexington Avenue, 54th Floor
New York, NY 10022
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Nissim Darvish
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Director
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Senior Managing Director
OrbiMed Israel Partners Limited
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Jonathan T. Silverstein
American citizen
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Director
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Member
OrbiMed Advisors LLC
601 Lexington Avenue, 54th Floor
New York, NY 10022
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Erez Chimovits
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Director
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Partner
OrbiMed Israel Partners Limited
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Anat Naschitz
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Director
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Managing Director
OrbiMed Israel Partners Limited
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SCHEDULE II
The business and operations of OrbiMed Israel
BioFund GP Limited Partnership are managed by the executive officers and directors of its general partner, OrbiMed Israel GP Ltd.