ADAM W. FINERMAN, ESQ.
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
).
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1
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NAME OF REPORTING PERSON
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BIOTECHNOLOGY VALUE FUND, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☒
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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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DELAWARE
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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- 0 -
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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1,336,100
(1)
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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- 0 -
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10
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SHARED DISPOSITIVE POWER
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1,336,100
(1)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,336,100
(1)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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5.9%
(1)
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14
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TYPE OF REPORTING PERSON
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PN
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(1) Includes 992,750 Shares currently issuable
upon the exercise of the Warrants (as defined herein). Excludes 2,598,039 Shares underlying the Warrants that are not exercisable
due to the Beneficial Ownership Limitation (as defined herein), which provides that the Warrants may not be exercised if, after
such exercise, the Reporting Persons would beneficially own more than 9.99% of the outstanding Shares.
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1
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NAME OF REPORTING PERSON
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BIOTECHNOLOGY VALUE FUND II, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☒
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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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DELAWARE
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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- 0 -
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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795,623
(1)
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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- 0 -
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10
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SHARED DISPOSITIVE POWER
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795,623
(1)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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795,623
(1)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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3.7%
(1)
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14
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TYPE OF REPORTING PERSON
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PN
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(1) Excludes 2,296,089 Shares underlying the
Warrants that are not exercisable due to the Beneficial Ownership Limitation, which provides that the Warrants may not be exercised
if, after such exercise, the Reporting Persons would beneficially own more than 9.99% of the outstanding Shares.
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1
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NAME OF REPORTING PERSON
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BIOTECHNOLOGY VALUE TRADING FUND OS LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☒
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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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CAYMAN ISLANDS
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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- 0 -
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OWNED BY
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8
|
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SHARED VOTING POWER
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EACH
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REPORTING
|
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106,239
(1)
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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- 0 -
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10
|
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SHARED DISPOSITIVE POWER
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106,239
(1)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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106,239
(1)
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12
|
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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Less than 1%
(1)
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14
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TYPE OF REPORTING PERSON
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PN
|
|
(1) Excludes 615,779 Shares underlying the
Warrants that are not exercisable due to the Beneficial Ownership Limitation, which provides that the Warrants may not be exercised
if, after such exercise, the Reporting Persons would beneficially own more than 9.99% of the outstanding Shares.
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1
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NAME OF REPORTING PERSON
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BVF PARTNERS OS LTD.
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2
|
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☒
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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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CAYMAN ISLANDS
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
|
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BENEFICIALLY
|
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- 0 -
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OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
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|
|
|
|
REPORTING
|
|
|
|
|
106,239
(1)
|
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PERSON WITH
|
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9
|
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SOLE DISPOSITIVE POWER
|
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- 0 -
|
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|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
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|
|
|
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106,239
(1)
|
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|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
106,239
(1)
|
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|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
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|
|
|
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|
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|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
Less than 1%
(1)
|
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|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
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|
|
CO
|
|
(1) Excludes 615,779 Shares underlying the
Warrants that are not exercisable due to the Beneficial Ownership Limitation, which provides that the Warrants may not be exercised
if, after such exercise, the Reporting Persons would beneficially own more than 9.99% of the outstanding Shares.
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1
|
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NAME OF REPORTING PERSON
|
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BVF PARTNERS L.P.
|
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2
|
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
|
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(b) ☐
|
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3
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SEC USE ONLY
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4
|
|
SOURCE OF FUNDS
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AF
|
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5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
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6
|
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CITIZENSHIP OR PLACE OF ORGANIZATION
|
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|
|
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DELAWARE
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
- 0 -
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
2,278,598
(1)
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
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- 0 -
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
2,278,598
(1)
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
2,278,598
(1)
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
9.99%
(1)
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
PN, IA
|
|
(1) Includes 992,750 Shares currently issuable upon the exercise of the Warrants.
Excludes 6,241,535 Shares underlying the Warrants that are not exercisable due to the Beneficial Ownership Limitation, which provides
that the Warrants may not be exercised if, after such exercise, the Reporting Persons would beneficially own more than 9.99% of
the outstanding Shares.
|
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|
|
|
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|
|
1
|
|
NAME OF REPORTING PERSON
|
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|
|
BVF INC.
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
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|
|
|
|
|
|
|
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|
|
4
|
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
|
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|
|
AF
|
|
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
DELAWARE
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
- 0 -
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
2,278,598
(1)
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
2,278,598
(1)
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
2,278,598
(1)
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
9.99%
(1)
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
CO
|
|
(1) Includes 992,750 Shares currently issuable
upon the exercise of the Warrants. Excludes 6,241,535 Shares underlying the Warrants that are not exercisable due to the Beneficial
Ownership Limitation, which provides that the Warrants may not be exercised if, after such exercise, the Reporting Persons would
beneficially own more than 9.99% of the outstanding Shares.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
MARK N. LAMPERT
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
|
|
|
|
AF
|
|
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
USA
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
- 0 -
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
2,278,598
(1)
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
2,278,598
(1)
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
2,278,598
(1)
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
9.99%
(1)
|
|
|
14
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|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
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|
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IN
|
|
(1) Includes 992,750 Shares currently issuable
upon the exercise of the Warrants. Excludes 6,241,535 Shares underlying the Warrants that are not exercisable due to the Beneficial
Ownership Limitation, which provides that the Warrants may not be exercised if, after such exercise, the Reporting Persons would
beneficially own more than 9.99% of the outstanding Shares.
The following
constitutes
the Schedule 13D filed by the undersigned (the “Schedule 13D”).
|
Item 1.
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Security and Issuer.
|
This statement relates
to shares of the Common Stock, $0.01 par value (the “Shares”), of Vical Incorporated, a Delaware corporation (the “Issuer”).
The address of the principal executive offices of the Issuer is 10390 Pacific Center Court, San Diego, California 92121.
|
Item 2.
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Identity and Background.
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(a)
This
statement is filed by:
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(i)
|
Biotechnology Value Fund, L.P., a Delaware limited partnership (“BVF”);
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|
(ii)
|
Biotechnology Value Fund II, L.P., a Delaware limited partnership (“BVF2”);
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(iii)
|
Biotechnology Value Trading Fund OS, L.P., a Cayman Islands limited partnership (“Trading
Fund OS”);
|
|
(iv)
|
BVF Partners OS Ltd., a Cayman Islands limited liability company (“Partners OS”), which
serves as general partner of Trading Fund OS;
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|
(v)
|
BVF Partners L.P., a Delaware limited partnership (“Partners”), which serves as the
general partner of each of BVF and BVF2, the investment manager of Trading Fund OS, the sole member of Partners OS, and the investment
manager of certain managed accounts (the “Partners Managed Accounts”);
|
|
(vi)
|
BVF Inc., a Delaware corporation, which serves as the general partner of Partners; and
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|
(vii)
|
Mark N. Lampert, who serves as the sole officer and director of BVF Inc.
|
Each of the foregoing
is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” Each of the Reporting
Persons is party to that certain Joint Filing Agreement, as further described in Item 6. Accordingly, the Reporting Persons are
hereby filing a joint Schedule 13D.
(b)
The
business address of BVF, BVF2, Partners, BVF Inc. and Mr. Lampert is 44 Montgomery St., 40th Floor
,
San
Francisco, California. The business address of Trading Fund OS and Partners OS is PO Box 309 Ugland House, Grand Cayman, KY1-1104,
Cayman Islands.
(c)
The
principal business of each of BVF, BVF2, and Trading Fund OS is investing in securities. The principal business of Partners OS
is serving as the general partner of Trading Fund OS. The principal business of Partners is serving as the general partner of each
of BVF and BVF2, the investment manager of Trading Fund OS, the sole member of Partners OS, and the investment manager of the Partners
Managed Accounts. The principal business of BVF Inc. is serving as the general partner of Partners. The principal business of Mr.
Lampert is serving as the sole officer and director of BVF Inc.
(d)
No
Reporting Person has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e)
No
Reporting Person has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to
such laws.
(f)
Mr.
Lampert is a citizen of the United States of America.
|
Item 3.
|
Source and Amount of Funds or Other Consideration.
|
The Shares and certain
warrants exercisable into Shares (the “Warrants”) purchased by BVF, BVF2 and Trading Fund OS were purchased with working
capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open
market purchases, except as otherwise noted. The aggregate purchase price of the 343,350 Shares beneficially owned by BVF is approximately
$600,863, including brokerage commissions. The aggregate purchase price of the 795,623 Shares beneficially owned by BVF2 is approximately
$1,266,820, including brokerage commissions. The aggregate purchase price of the 106,239 Shares beneficially owned by Trading Fund
OS is approximately $185,918, including brokerage commissions. The aggregate purchase price of the 40,636 Shares held in the Partners
Managed Accounts is approximately $71,113, including brokerage commissions. The aggregate purchase price of the 3,590,789 Warrants
beneficially owned by BVF is approximately $6,247,973, including brokerage commissions. The aggregate purchase price of the 2,296,089
Warrants beneficially owned by BVF2 is approximately $3,995,195, including brokerage commissions. The aggregate purchase price
of the 615,779 Warrants beneficially owned by Trading Fund OS is approximately $1,071,455, including brokerage commissions. The
aggregate purchase price of the 731,628 Warrants held in the Partners Managed Accounts is approximately $1,273,033, including brokerage
commissions.
|
Item 4.
|
Purpose of Transaction
|
The Reporting Persons
purchased the Shares based on the Reporting Persons’ belief that the Shares, when purchased, were undervalued and represented
an attractive investment opportunity. Depending upon overall market conditions, other investment opportunities available to the
Reporting Persons, and the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting
Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of
Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may
deem advisable.
The Reporting Persons
believe that the Issuer remains undervalued and that additional value could be realized through pursuing a variety of strategic
alternatives and pathways. To that end, the Reporting Persons have spoken with members of management from the Issuer for the purpose
of proposing and helping to evaluate such strategic alternatives. The Reporting Persons intend to continue to engage in discussions
with the Issuer’s management team and may engage in discussions with the Issuer’s Board of Directors, other stockholders
of the Issuer and other interested parties regarding the Issuer’s capital allocation, corporate governance (including board
structure and composition), operations, strategic plans and other means to enhance stockholder value.
The Reporting Persons
intend to review their investment in the Issuer on a continuing basis. Depending on various factors including, without limitation,
the Issuer’s financial position and investment strategy, the price levels of the Shares, conditions in the securities markets
and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment
in the Issuer as they deem appropriate including, without limitation, engaging in communications with management and the Board
of the Issuer, engaging in discussions with stockholders of the Issuer and others about the Issuer and the Reporting Persons’
investment, making proposals to the Issuer concerning changes to the capitalization, ownership structure, board structure (including
board composition) or operations of the Issuer, purchasing additional Shares, selling some or all of their Shares, engaging in
short selling of or any hedging or similar transaction with respect to the Shares, or changing their intention with respect to
any and all matters referred to above.
|
Item 5.
|
Interest in Securities of the Issuer.
|
(a)
The
following percentages are based on a denominator which is the sum of: (i) 21,816,041 Shares outstanding, which is the total number
of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission
on October 29, 2018 and (ii) the 992,750 Shares underlying certain Warrants, as applicable.
As of the close of
business on January 31, 2019, the Reporting Persons hold 7,234,285 Warrants exercisable for an aggregate of 7,234,285 Shares. Such
Warrants have an initial exercise price of $0.01 per Share, subject to adjustment pursuant to the terms of the Warrants. The Warrants
are only exercisable to the extent that the holder, together with its affiliates and any other person or entity acting as a group,
would not beneficially own more than 9.99% of the outstanding Shares after giving effect to such exercise, as such percentage ownership
is determined in accordance with the terms of the Warrants (the “Beneficial Ownership Limitation”). As of January 31,
2019, the Beneficial Ownership Limitation limits the aggregate exercise of the Warrants by the Reporting Persons to 992,750 out
of the 7,234,285 Shares underlying the Warrants owned by the Reporting Persons in the aggregate. In providing beneficial ownership
described herein, the Reporting Persons have assumed 992,750 of the 3,590,789 Warrants owned by BVF would be exercised. BVF2 holds
Warrants to purchase 2,296,089 additional Shares which are excluded herein as a result of the Beneficial Ownership Limitation.
BVTOS holds Warrants to purchase 615,779 additional Shares which are excluded herein as a result of the Beneficial Ownership Limitation.
The Partners Managed Accounts holds Warrants to purchase 731,628 additional Shares which are excluded herein as a result of the
Beneficial Ownership Limitation.
As of the close of
business on January 31, 2019, (i) BVF beneficially owned 1,336,100 Shares, including 992,750 Shares underlying the Warrants that
are currently exercisable, representing percentage ownership of approximately 5.9% of the Shares outstanding, (ii) BVF2 beneficially
owned 795,623 Shares, representing percentage ownership of approximately 3.7% of the Shares outstanding, (iii) Trading Fund OS
beneficially owned 106,239 Shares, representing percentage ownership of less than 1% of the Shares outstanding and (iv) 40,636
Shares were held in the Partners Managed Accounts, representing percentage ownership of less than 1% of the Shares outstanding.
Partners OS, as the
general partner of Trading Fund OS, may be deemed to beneficially own the 106,239 Shares beneficially owned by Trading Fund OS,
representing percentage ownership of less than 1% of the Shares outstanding.
Partners, as the general
partner of BVF and BVF2, the sole member of Partners OS, and the investment manager of Trading Fund OS and the Partners Managed
Accounts, may be deemed to beneficially own the 2,278,598 Shares beneficially owned in the aggregate by BVF, BVF2, Trading Fund
OS, and the Partners Managed Accounts, representing percentage ownership of approximately 9.99% of the Shares outstanding.
BVF Inc., as the general
partner of Partners, may be deemed to beneficially own the 2,278,598 Shares beneficially owned by Partners, representing percentage
ownership of approximately 9.99% of the Shares outstanding.
Mr. Lampert, as a
director and officer of BVF Inc. may be deemed to beneficially own the 2,278,598 Shares beneficially owned by BVF Inc., representing
percentage ownership of approximately 9.99% of the Shares outstanding.
(b)
Each
of BVF, BVF2, and Trading Fund OS, shares with Partners voting and dispositive power over the Shares each such entity beneficially
owns. Trading Fund OS, shares with Partners OS, voting and dispositive power over the Shares beneficially owned by Trading Fund
OS. Partners, BVF Inc. and Mr. Lampert share voting and dispositive power over the 2,278,598 Shares they may be deemed to beneficially
own with BVF, BVF2, Trading Fund OS, Partners OS and the Partners Managed Accounts.
(c)
No
Reporting Person has entered into any transactions in the Shares during the past sixty days.
(d)
No
person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends
from, or proceeds from the sale of, the Shares.
(e)
Not
applicable.
|
Item 6.
|
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
|
On February 1, 2019,
the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing on behalf
of each of them of statements on Schedule 13D, with respect to securities of the Issuer, to the extent required by applicable law.
A copy of this agreement is attached hereto as Exhibit 99.1 hereto and is incorporated herein by reference.
Partners is the general
partner of each of BVF and BVF2 pursuant to limited partnership agreements which authorize Partners, among other things, to invest
the funds of BVF and BVF2 in the Shares and other securities and to vote, exercise or convert and dispose of such securities. Pursuant
to such limited partnership agreements, Partners is entitled to receive fees based on assets under management and allocations based
on realized and unrealized gains on such assets.
Partners is the sole
member of Partners OS and the investment manager of Trading Fund OS, pursuant to an investment management agreement which authorizes
Partners, among other things, to invest the funds of Trading Fund OS in the Shares and other securities and to vote, exercise or
convert and dispose of such securities. Pursuant to such investment management agreement, Partners is entitled to receive fees
based on assets under management and allocations based on realized and unrealized gains on such assets
Pursuant to investment
management agreements with certain of the Partners Managed Accounts, Partners and BVF Inc. have authority, among other things,
to invest funds of certain of the Partners Managed Accounts in the Shares and other securities and to vote, exercise or convert
and dispose of such securities. Pursuant to such investment management agreements, Partners and BVF Inc. receive fees based on
realized and unrealized gains thereon.
Other than as described
herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting
Persons and any other person, with respect to the securities of the Issuer.
|
Item 7.
|
Material to be Filed as Exhibits.
|
|
99.1
|
Joint Filing Agreement by and among Biotechnology Value Fund, L.P., Biotechnology Value Fund II,
L.P., Biotechnology Value Trading Fund OS LP, BVF Partners OS Ltd., BVF Partners L.P., BVF Inc. and Mark N. Lampert, dated February
1, 2019.
|
SIGNATURES
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.
Dated: February 1, 2019
BIOTECHNOLOGY VALUE FUND, L.P.
|
|
BVF INC.
|
|
|
|
By:
|
BVF Partners L.P., its general partner
|
|
By:
|
/s/ Mark N. Lampert
|
By:
|
BVF Inc., its general partner
|
|
|
Mark N. Lampert
|
|
|
|
|
President
|
By:
|
/s/ Mark N. Lampert
|
|
|
|
|
Mark N. Lampert
|
|
|
|
|
President
|
|
/s/ Mark N. Lampert
|
|
|
|
MARK N. LAMPERT
|
|
|
|
|
|
BIOTECHNOLOGY VALUE FUND II, L.P.
|
|
|
|
|
|
|
|
By:
|
BVF Partners L.P., its general partner
|
|
|
|
By:
|
BVF Inc., its general partner
|
|
|
|
|
|
|
|
|
By:
|
/s/ Mark N. Lampert
|
|
|
|
|
Mark N. Lampert
|
|
|
|
|
President
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BVF PARTNERS L.P.
|
|
|
|
|
|
|
|
|
By:
|
BVF Inc., its general partner
|
|
|
|
|
|
|
|
|
By:
|
/s/ Mark N. Lampert
|
|
|
|
|
Mark N. Lampert
|
|
|
|
|
President
|
|
|
|
|
|
|
|
BVF PARTNERS OS LTD.
|
|
|
|
|
By:
|
BVF Partners L.P., its sole member
|
|
By:
|
BVF Inc., its general partner
|
|
|
|
|
By:
|
/s/ Mark N. Lampert
|
|
|
Mark N. Lampert
|
|
|
President
|
|
|
|
|
|
|
|
Biotechnology Value Trading Fund OS LP
|
|
|
|
|
By:
|
BVF Partners L.P., its investment manager
|
|
By:
|
BVF Inc., its general partner
|
|
|
|
|
By:
|
/s/ Mark N. Lampert
|
|
|
Mark N. Lampert
|
|
|
President
|
|