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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1,894,657
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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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1,894,657
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,894,657
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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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4.9%
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14
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TYPE OF REPORTING PERSON
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PN
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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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1,569,806
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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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1,569,806
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,569,806
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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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4.1%
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14
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TYPE OF REPORTING PERSON
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PN
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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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322,447
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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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322,447
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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322,447
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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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Less than 1%
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14
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TYPE OF REPORTING PERSON
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PN
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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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☐
|
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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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|
|
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REPORTING
|
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322,447
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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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|
|
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|
|
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322,447
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|
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
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|
|
|
|
|
|
|
|
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322,447
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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%
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14
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TYPE OF REPORTING PERSON
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CO
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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
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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
|
|
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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|
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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
|
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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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4,042,989
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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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4,042,989
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
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4,042,989
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12
|
|
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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10.4%
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14
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TYPE OF REPORTING PERSON
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PN, IA
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1
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NAME OF REPORTING PERSON
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BVF INC.
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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
|
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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
|
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CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
DELAWARE
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
- 0 -
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
4,042,989
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
4,042,989
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
4,042,989
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
10.4%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
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|
CO
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1
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|
NAME OF REPORTING PERSON
|
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|
|
MARK N. LAMPERT
|
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|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
|
|
|
|
|
(b) ☐
|
|
|
|
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|
3
|
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SEC USE ONLY
|
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|
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|
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|
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|
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|
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|
|
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
|
|
|
|
|
4,042,989
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
4,042,989
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
4,042,989
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
10.4%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
IN
|
|
The following constitutes
the Schedule 13D filed by the undersigned (the “Schedule 13D”).
|
Item 1.
|
Security and Issuer.
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This statement relates
to shares of the Common Stock, $0.001 par value (the “Shares”), of OncoMed Pharmaceuticals, Inc., a Delaware corporation
(the “Issuer”). The address of the principal executive offices of the Issuer is 800 Chesapeake Drive, Redwood City,
California 94063.
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Item 2.
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Identity and Background.
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(a) This
statement is filed by:
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(i)
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Biotechnology Value Fund, L.P., a Delaware limited partnership (“BVF”);
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(ii)
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Biotechnology Value Fund II, L.P., a Delaware limited partnership (“BVF2”);
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(iii)
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Biotechnology Value Trading Fund OS, L.P., a Cayman Islands limited partnership (“Trading
Fund OS”);
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(iv)
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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)
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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 a certain managed account (the “Partners Managed Account”);
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(vi)
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BVF Inc., a Delaware corporation, which serves as the general partner of Partners; and
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(vii)
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Mark N. Lampert, who serves as the sole officer and director of BVF Inc.
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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 Account. 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.
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Item 3.
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Source and Amount of Funds or Other Consideration.
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The Shares 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 1,894,657 Shares beneficially owned by BVF is approximately $11,690,694, including brokerage commissions. The aggregate
purchase price of the 1,569,806 Shares beneficially owned by BVF2 is approximately $10,121,752, including brokerage commissions.
The aggregate purchase price of the 322,447 Shares beneficially owned by Trading Fund OS is approximately $1,950,397, including
brokerage commissions. The aggregate purchase price of the 256,079 Shares held in the Partners Managed Account is approximately
$1,005,959, including brokerage commissions.
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Item 4.
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Purpose of Transaction
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On
March 14, 2019, certain of the Reporting Persons entered into a Support Agreement (the “Support Agreement”) with the
Issuer, in connection with that certain Agreement and Plan of Merger, dated December 5, 2018, by and among the Issuer, Mereo BioPharma
Group plc, a public limited company incorporated under the laws of England and Wales (“Mereo”), Mereo US Holdings Inc.,
a Delaware corporation and a wholly-owned subsidiary of Mereo, and Mereo MergerCo One Inc., a Delaware corporation and an indirect
wholly-owned subsidiary of Mereo (the “Merger Agreement”). Pursuant to the Support Agreement, the Reporting Persons
have agreed, among other things, to vote their respective Shares in favor of the adoption of the Merger Agreement and against any
alternative proposal and against any action or agreement that would reasonably be expected to frustrate the purposes, prevent,
delay or otherwise adversely affect the consummation of, the transactions contemplated by the Merger Agreement. The foregoing summary
of the Support Agreement is qualified in its entirety by the full text of the Support Agreement, a copy of which is filed as Exhibit
10.2 to the Issuer’s Form 8-K filed with the Securities and Exchange Commission on March 15, 2019, and is incorporated herein
by reference.
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. 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 in
accordance with the terms and provisions of the Support Agreement 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.
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Item 5.
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Interest in Securities of the Issuer.
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(a) The
aggregate percentage of Shares reported owned by each person named herein is based on 38,690,089 Shares outstanding as of March
5, 2019, as disclosed in the Issuer’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March
7, 2019.
As of the close of
business on March 15, 2019, (i) BVF beneficially owned 1,894,657 Shares, representing percentage ownership of approximately 4.9%
of the Shares outstanding, (ii) BVF2 beneficially owned 1,569,806 Shares, representing percentage ownership of approximately 4.1%
of the Shares outstanding, (iii) Trading Fund OS beneficially owned 322,447 Shares, representing percentage ownership of less than
1% of the Shares outstanding, and (iv) 256,079 Shares were held in the Partners Managed Account, 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 322,447 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
Account, may be deemed to beneficially own the 4,042,989 Shares beneficially owned in the aggregate by BVF, BVF2, Trading Fund
OS, and the Partners Managed Account, representing percentage ownership of approximately 10.4% of the Shares outstanding.
BVF Inc., as the general
partner of Partners, may be deemed to beneficially own the 4,042,989 Shares beneficially owned by Partners, representing percentage
ownership of approximately 10.4% of the Shares outstanding.
Mr. Lampert, as a
director and officer of BVF Inc. may be deemed to beneficially own the 4,042,989 Shares beneficially owned by BVF Inc., representing
percentage ownership of approximately 10.4% 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 4,042,989 Shares they may be deemed to beneficially
own with BVF, BVF2, Trading Fund OS, Partners OS and the Partners Managed Account.
(c) Schedule
A annexed hereto lists all transactions in securities of the Issuer during the past sixty days by the Reporting Persons. All of
such transactions were effected in the open market, except as otherwise noted.
(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.
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Item 6.
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Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
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On March 14, 2019,
certain of the Reporting Persons and the Issuer entered into the Support Agreement defined and described in Item 4 above, a copy
of which is filed as Exhibit 10.2 to the Issuer’s Form 8-K filed with the Securities and Exchange Commission on March 15,
2019.
On March 15, 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 Account, Partners and BVF Inc. have authority, among other things, to
invest funds of certain of the Partners Managed Account 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.
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Item 7.
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Material to be Filed as Exhibits.
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99.1
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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 March
15, 2019.
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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: March 15, 2019
BIOTECHNOLOGY VALUE FUND, L.P.
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BVF INC.
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By:
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BVF Partners L.P., its general partner
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By:
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/s/ Mark N. Lampert
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By:
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BVF Inc., its general partner
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Mark N. Lampert
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President
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By:
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/s/ Mark N. Lampert
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Mark N. Lampert
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President
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/s/ Mark N. Lampert
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MARK N. LAMPERT
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BIOTECHNOLOGY VALUE FUND II, L.P.
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By:
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BVF Partners L.P., its general partner
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By:
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BVF Inc., its general partner
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By:
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/s/ Mark N. Lampert
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Mark N. Lampert
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President
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BVF PARTNERS L.P.
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By:
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BVF Inc., its general partner
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By:
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/s/ Mark N. Lampert
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Mark N. Lampert
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President
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BVF PARTNERS OS LTD.
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By:
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BVF Partners L.P., its sole member
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By:
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BVF Inc., its general partner
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By:
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/s/ Mark N. Lampert
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Mark N. Lampert
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President
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Biotechnology Value Trading Fund OS LP
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By:
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BVF Partners L.P., its investment manager
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By:
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BVF Inc., its general partner
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By:
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/s/ Mark N. Lampert
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Mark N. Lampert
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President
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SCHEDULE A
Transactions in the Securities
of the Issuer During the Past Sixty Days
Class
of
Security
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Securities
Purchased / (Sold)
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Price
($)
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Date
of
Purchase / Sale
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BIOTECHNOLOGY VALUE FUND, L.P.
Common Stock
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44,282
1
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0.8350
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03/14/2019
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BIOTECHNOLOGY VALUE FUND II,
L.P.
Common Stock
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115,036
2
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0.8350
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03/14/2019
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BVF Partners L.P.
(Through the BVF Partners L.P Managed Account)
Common Stock
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(44,282)
1
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0.8350
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03/14/2019
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Common Stock
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(115,036)
2
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0.8350
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03/14/2019
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1
Represents an internal transfer from the Partners Managed Account to BVF.
2
Represents an internal transfer from the Partners Managed Account to BVF2.