Statement of Ownership (sc 13g)
February 14 2014 - 4:49PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Agenus Inc.
(Name of Issuer)
Common Stock, $0.01 par value per share
(Title of Class of Securities)
00847G705
(CUSIP Number)
February 5, 2014
(Date of Event Which Requires Filing of this Statement)
Check the
appropriate box to designate the rule pursuant to which this Schedule is filed:
¨
Rule
13d-1(b)
x
Rule 13d-1(c)
¨
Rule 13d-1(d)
*
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The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information
which would alter the disclosures provided in a prior cover page.
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The information required in the remainder of this cover
page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (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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Names of
reporting persons.
QVT Financial LP
I.R.S. Identification Nos. of above persons (entities only).
11-3694008
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2.
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Check the appropriate box if a member
of a group (see instructions)
(a)
¨
(b)
x
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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
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
0
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6.
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Shared voting power
9,259,260
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7.
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Sole dispositive power
0
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8.
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Shared dispositive power
9,259,260
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9.
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Aggregate amount beneficially owned by each reporting person
9,259,260
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10.
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Check 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)
16.11%
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12.
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Type of reporting person (see
instructions)
PN
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1.
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Names of
reporting persons.
QVT Financial GP LLC
I.R.S. Identification Nos. of above persons (entities only).
11-3694007
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2.
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Check the appropriate box if a member
of a group (see instructions)
(a)
¨
(b)
x
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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
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
0
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6.
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Shared voting power
9,259,260
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7.
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Sole dispositive power
0
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8.
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Shared dispositive power
9,259,260
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9.
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Aggregate amount beneficially owned by each reporting person
9,259,260
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10.
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Check 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)
16.11%
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12.
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Type of reporting person (see
instructions)
OO
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1.
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Names of
reporting persons.
QVT Associates GP LLC
I.R.S. Identification Nos. of above persons (entities only).
01-0798253
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2.
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Check the appropriate box if a member
of a group (see instructions)
(a)
¨
(b)
x
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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
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
0
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6.
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Shared voting power
9,259,260
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7.
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Sole dispositive power
0
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8.
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Shared dispositive power
9,259,260
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9.
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Aggregate amount beneficially owned by each reporting person
9,259,260
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10.
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Check 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)
16.11%
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12.
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Type of reporting person (see
instructions)
OO
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1.
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Names of
reporting persons.
QVT Fund V LP
I.R.S. Identification Nos. of above persons (entities only).
98-1034191
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2.
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Check the appropriate box if a member
of a group (see instructions)
(a)
¨
(b)
x
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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
Cayman Islands
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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
0
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6.
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Shared voting power
7,211,104
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7.
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Sole dispositive power
0
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8.
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Shared dispositive power
7,211,104
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9.
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Aggregate amount beneficially owned by each reporting person
7,211,104
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10.
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Check 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)
12.55%
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12.
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Type of reporting person (see
instructions)
PN
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Item 1(a).
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Name of Issuer
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Agenus Inc. (the Issuer)
Item 1(b).
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Address of Issuers Principal Executive Offices
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The address of the
Issuers principal executive offices is:
3 Forbes Road, Lexington, Massachusetts 02421, United States
Item 2(a).
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Name of Person Filing
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Item 2(b).
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Address of Principal Business Office or, if none, Residence
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QVT Financial LP
1177 Avenue of the Americas, 9th Floor
New York, New York 10036
Delaware Limited Partnership
QVT Financial GP LLC
1177
Avenue of the Americas, 9th Floor
New York, New York 10036
Delaware Limited Liability Company
QVT Associates GP LLC
1177
Avenue of the Americas, 9th Floor
New York, New York 10036
Delaware Limited Liability Company
QVT Fund V LP
190 Elgin Avenue
George Town, Grand Cayman, KY1 9005 Cayman Islands
Cayman Islands Limited Partnership
Item 2(d).
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Title of Class of Securities
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Common stock, $0.01 par value per share (the
Common Stock).
The CUSIP number of the Common Stock is 00847G705.
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 (15 U.S.C. 78o).
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(b)
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
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(d)
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
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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)(1)(ii)(G);
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(h)
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A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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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 of 1940 (15 U.S.C. 80a-3);
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(j)
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A non-U.S. institution in accordance with §240.13d1(b)(1)(ii)(J);
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(k)
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Group, in accordance with §240.13d1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d1(b)(1)(ii)(J), please specify the
type of institution: .
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(a)
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Amount beneficially owned:
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QVT Financial LP (QVT Financial) is the investment
manager for QVT Fund V LP and other private investment funds (collectively, the Funds). The Funds aggregately own 9,259,260 shares of Common Stock. Accordingly, QVT Financial may be deemed to be the beneficial owner of an aggregate
amount of 9,259,260 shares of Common Stock, consisting of the shares owned by the Funds.
QVT Financial GP LLC, as General Partner of QVT
Financial, may be deemed to beneficially own the same number of shares of Common Stock reported by QVT Financial. QVT Associates GP LLC, as General Partner of the Funds, may be deemed to beneficially own the aggregate number of shares of Common
Stock owned by the Funds, and accordingly, QVT Associates GP LLC may be deemed to be the beneficial owner of an aggregate amount of 9,259,260 shares of Common Stock.
The percentage disclosed in Item 11 of the Cover Pages for each reporting person is calculated on the basis of 57,464,412 shares of Common
Stock outstanding, which was the total number of shares issued and outstanding reported in the Issuers Prospectus Supplement, filed with the Securities and Exchange Commission on February 6, 2014, taking into account the
underwriters exercise of the over-allotment option.
See Item 11 of the Cover Pages to this Schedule 13G.
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(c)
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Number of shares as to which the person has:
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(i)
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Sole power to vote or to direct the vote
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0
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(ii)
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Shared power to vote or to direct the vote
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See item (a) above.
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(iii)
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Sole power to dispose or to direct the disposition of
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0
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(iv)
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Shared power to dispose or to direct the disposition of
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See item (a) above.
Item 5.
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Ownership of Five Percent or Less of a Class
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If this statement is being filed to report the fact that
as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following
.
¨
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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
Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company
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Not Applicable
Item 8.
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Identification and Classification of Members of the Group
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Not Applicable
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.
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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Dated:
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February 14, 2014
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QVT FINANCIAL LP
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QVT FUND V LP
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By QVT Financial GP LLC,
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By QVT Associates GP LLC,
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its General Partner
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its General Partner
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By:
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/s/ Tracy Fu
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By:
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/s/ Tracy Fu
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Name:
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Tracy Fu
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Name:
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Tracy Fu
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Title:
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Managing Member
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Title:
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Managing Member
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By:
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/s/ Meg Eisner
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By:
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/s/ Meg Eisner
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Name:
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Meg Eisner
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Name:
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Meg Eisner
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Title:
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Authorized Signatory
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Title:
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Authorized Signatory
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QVT FINANCIAL GP LLC
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QVT ASSOCIATES GP LLC
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By:
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/s/ Tracy Fu
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By:
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/s/ Tracy Fu
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Name:
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Tracy Fu
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Name:
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Tracy Fu
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Title:
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Managing Member
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Title:
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Managing Member
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By:
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/s/ Meg Eisner
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By:
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/s/ Meg Eisner
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Name:
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Meg Eisner
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Name:
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Meg Eisner
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Title:
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Authorized Signatory
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Title:
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Authorized Signatory
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EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby
agree that the statement on Schedule 13G filed herewith (and any amendments thereto) signed by each of the undersigned shall be filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the
Securities Exchange Act of 1934, as amended.
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Dated:
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February 14, 2014
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QVT FINANCIAL LP
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QVT FUND V LP
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By QVT Financial GP LLC,
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By QVT Associates GP LLC,
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its General Partner
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its General Partner
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By:
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/s/ Tracy Fu
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By:
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/s/ Tracy Fu
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Name:
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Tracy Fu
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Name:
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Tracy Fu
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Title:
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Managing Member
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Title:
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Managing Member
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By:
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/s/ Meg Eisner
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By:
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/s/ Meg Eisner
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Name:
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Meg Eisner
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Name:
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Meg Eisner
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Title:
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Authorized Signatory
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Title:
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Authorized Signatory
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QVT FINANCIAL GP LLC
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QVT ASSOCIATES GP LLC
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By:
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/s/ Tracy Fu
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By:
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/s/ Tracy Fu
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Name:
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Tracy Fu
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Name:
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Tracy Fu
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Title:
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Managing Member
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Title:
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Managing Member
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By:
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/s/ Meg Eisner
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By:
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/s/ Meg Eisner
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Name:
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Meg Eisner
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Name:
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Meg Eisner
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Title:
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Authorized Signatory
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Title:
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Authorized Signatory
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