CUSIP No.
48283N106
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1
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NAMES OF REPORTING PERSONS
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Vivo Capital VIII, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
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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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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
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4,470,882
(1)
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6
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SHARED VOTING POWER
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0
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7
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SOLE DISPOSITIVE POWER
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4,470,882
(1)
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8
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SHARED DISPOSITIVE POWER
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0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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4,470,882
(1)
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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3.94%
(2)
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12
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TYPE OF REPORTING PERSON (See Instructions)
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OO
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(1)
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Includes (i) 3,636,363 shares of common stock, $0.001 par value (“Common Stock”) of Kadmon Holdings, Inc. (the
“Issuer”), and (ii) 834,519 shares of Common Stock of the Issuer, issuable upon the exercise of 2,086,297 warrants
exercisable within 60 days of June 11, 2018 (the “Reporting Date”), with each warrant representing the right to purchase
0.4 of a share of Common Stock, provided that the warrant holders will be prohibited from exercising the warrants, if after giving
effect to such exercise, the warrant holders would beneficially own in excess of 9.99% of the shares of Common Stock of the Issuer
outstanding immediately after giving effect to such exercise. The shares of Common Stock and the warrants are held of record by
Vivo Capital Fund VIII, L.P. and Vivo Capital Surplus Fund VIII, L.P. Vivo Capital VIII, LLC is the general partner of both Vivo
Capital Fund VIII, L.P. and Vivo Capital Surplus Fund VIII, L.P.
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(2)
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Based on (i) 112,639,654 shares of Common Stock of the Issuer outstanding as of the date hereof, and (ii) 834,519 shares of
Common Stock of the Issuer, issuable upon the exercise of 2,086,297 warrants exercisable within 60 days of the Reporting Date.
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CUSIP
No.
48283N106
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1
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NAMES
OF REPORTING PERSONS
|
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Vivo
Opportunity, LLC
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|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
|
(a)
☐
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(b) ☐
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3
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SEC
USE ONLY
|
|
4
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CITIZENSHIP
OR PLACE OF ORGANIZATION
|
Delaware
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
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5
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SOLE
VOTING POWER
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6,818,182
(1)
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6
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SHARED
VOTING POWER
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0
|
7
|
SOLE
DISPOSITIVE POWER
|
6,818,182
(1)
|
8
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SHARED
DISPOSITIVE POWER
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0
|
9
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
6,818,182
(1)
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
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☐
|
11
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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6.05%
(2)
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12
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TYPE
OF REPORTING PERSON (See Instructions)
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OO
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|
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|
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(1)
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The shares of Common Stock are held of record by Vivo Opportunity Fund, L.P. Vivo Opportunity, LLC is the general partner of
Vivo Opportunity Fund, L.P.
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(2)
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Based on 112,639,654 shares of Common Stock of the Issuer outstanding as of the date hereof.
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I
tem
1.(a)
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Name of Issuer
:
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Kadmon
Holdings, Inc.
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(b)
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Address of Issuer’s Principal Executive Offices:
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450
East 29th Street
New
York, New York 10016
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Item
2. (a)
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Name of Person Filing:
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This
13G Amendment NO. 1 is filed jointly by Vivo Capital VIII, LLC and Vivo Opportunity, LLC. Vivo Capital VIII, LLC and Vivo Opportunity,
LLC have entered into a Joint Filing Agreement, a copy of which is filed with this Schedule 13G/A as Exhibit 99.1, pursuant to
which they have agreed to file this Schedule 13G/A jointly in accordance with the provisions of Rule 13d-1(k) of the Securities
Exchange Act of 1934, as amended.
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(b)
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Address of Principal Business Office or, if None, Residence:
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505
Hamilton Avenue, Suite 207, Palo Alto, CA 94301
Vivo
Capital VIII, LLC is a Delaware limited liability company.
Vivo
Opportunity, LLC is a Delaware limited liability company.
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(d)
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Title of Class of Securities:
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Common
Stock
48283N106
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Item
3.
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If This Statement is Filed Pursuant to
§§
240.13d-1(b),
or
240.13d-2(b)
or
(c)
,
Check Whether the Person Filing is a:
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(a)
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☐ Broker or dealer registered under Section 15 of the Act.
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(b)
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☐ Bank as defined in Section 3(a)(6) of the Act.
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(c)
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☐ Insurance company as defined in Section 3(a)(19) of the Act.
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(d)
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☐ Investment company registered under Section 8 of the Investment Company Act of 1940.
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(e)
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☐ An investment adviser in accordance with
§ 240.13d-1(b)(1)(ii)(E)
;
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(f)
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☐ An employee benefit plan or endowment fund in accordance with
§ 240.13d-1
(b)(1)(ii)(F);
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(g)
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☐ A parent holding company or control person in accordance with
§ 240.13d-1
(b)(l)(ii)(G);
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(h)
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☐ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
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(i)
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☐ A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment
Company Act;
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(j)
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☐ A non-U.S. institution in accordance with
§ 240.13d-1
(b)(1)(ii)(J);
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(k)
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☐ Group, in accordance with
§ 240.13d-1
(b)(l)(ii)(K).
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If filing as a non-U.S. institution
in accordance with
§ 240.13d-1
(b)(1(ii)(j), please specify the type of institution:
________________
Not Applicable.
(a)
Amount
beneficially owned:
(1)
Vivo Capital VIII, LLC
The
3,636,363 shares of Common Stock and 834,519 shares of Common Stock issuable upon exercise of the 2,086,297 warrants within 60
days of the Reporting Date are held of record by Vivo Capital Fund VIII, L.P. and Vivo Capital Surplus Fund VIII, L.P., as follows:
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●
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Vivo Capital Fund VIII, L.P.
: 3,195,151 shares of Common
Stock, and 733,264 shares of Common Stock issuable upon exercise of 1,833,160 warrants exercisable within 60 days of the Reporting
Date, with each warrant representing the right to purchase 0.4 of a share of Common Stock, provided that Vivo Capital Fund VIII,
L.P. will be prohibited from exercising the warrants, if after giving effect to such exercise, it (together with Vivo Capital Surplus
Fund VIII, L.P. and Vivo Opportunity Fund, L.P.) would beneficially own in excess of 9.99% of the shares of Common Stock of the
Issuer outstanding immediately after giving effect to such exercise.
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●
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Vivo Capital Surplus Fund VIII, L.P.
: 441,212 shares of Common
Stock, and 101,255 shares of Common Stock issuable upon exercise of 253,137 warrants exercisable within 60 days of the Reporting
Date, with each warrant representing the right to purchase 0.40 of a share of Common Stock, provided that Vivo Capital Surplus
Fund VIII, L.P. will be prohibited from exercising the warrants, if after giving effect of such exercise, it (together with Vivo
Capital Fund VIII, L.P. and Vivo Opportunity Fund, L.P.) would beneficially own in excess 9.99% of the shares of Common Stock of
the Issuer outstanding immediately after giving effect to such exercise.
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Vivo
Capital VIII, LLC is the general partner of both Vivo Capital Fund VIII, L.P. and Vivo Capital Surplus Fund VIII, L.P. The voting
members of Vivo Capital VIII, LLC are Frank Kung, Albert Cha, Edgar Engleman, Chen Yu and Shan Fu, none of whom has individual
voting or investment power with respect to these shares and each of whom disclaims beneficial ownership of such shares.
(2)
Vivo Opportunity, LLC
The
6,818,182 shares of Common Stock are held of record by Vivo Opportunity Fund, L.P. Vivo Opportunity, LLC is the general partner
of Vivo Opportunity Fund, L.P. The voting members of Vivo Opportunity, LLC are Frank Kung, Albert Cha, Shan Fu, Gaurav Aggarwal
and Michael Chang, none of whom has individual voting or investment power with respect to these shares and each of whom disclaims
beneficial ownership of such shares.
(b)
Percent
of class:
Vivo
Capital VIII, LLC: 3.94%
Vivo
Opportunity, LLC: 6.05%
(c)
Number
of shares as to which such person has:
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(i)
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Sole power to vote or to direct the vote:
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Vivo
Capital VIII, LLC: 4,470,882 shares
Vivo
Opportunity, LLC: 6,818,182 shares
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(ii)
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Shared
power to vote or to direct the vote: 0
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(iii)
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Sole power to dispose or to direct the disposition of:
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Vivo
Capital VIII, LLC: 4,470,882 shares
Vivo
Opportunity, LLC: 6,818,182 shares
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(iv)
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Shared power to dispose of or to direct the disposition of: 0
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Item 5.
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Ownership of Five Percent or Less of a Class.
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Not
Applicable.
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person.
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Not
Applicable.
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported
on by the Parent Holding Company or Control Person.
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Not
Applicable.
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Item 8.
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Identification and Classification of Members of the Group.
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Not
applicable.
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Item 9.
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Notice of Dissolution of Group.
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Not
applicable.
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 §240.14a11.
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.
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Vivo Capital VIII, LLC
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June 21, 2018
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(Date)
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/s/ Albert Cha
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(Signature)
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Managing Member
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(Title)
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Vivo Opportunity, LLC
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June 21, 2018
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(Date)
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/s/ Albert Cha
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(Signature)
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Managing Member
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(Title)
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Exhibit
99.1
JOINT
FILING AGREEMENT
In accordance
with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on
behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Common Stock, $0.001 par
value, of Kadmon Holdings, Inc., and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filing.
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Vivo Capital VIII, LLC
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June 21, 2018
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(Date)
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/s/ Albert Cha
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(Signature)
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Managing Member
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(Title)
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Vivo Opportunity, LLC
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June 21, 2018
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(Date)
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/s/ Albert Cha
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(Signature)
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Managing Member
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(Title)
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