Washington, D.C. 20549
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO §
24.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13D-2(a)
(Amendment No. 2)*
If the filing person
has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ☐.
* The remainder of this cover page shall be filled out for a
reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
SCHEDULE 13D
CUSIP
No.
65481J109
|
Page 2
of 15 Pages
|
1
|
NAME OF REPORTING PERSONS
Deerfield
Mgmt,
L.P.
|
|
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 ITEMS 2(d) or 2(e)
|
☐
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
|
8
|
SHARED VOTING POWER
3,732,414 (1)
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
3,732,414 (1)
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,732,414 (1)
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
|
☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.84%
|
|
14
|
TYPE OF REPORTING PERSON
PN
|
|
(1) Comprised of 1,124,740 shares held by Deerfield Special
Situations Fund, L.P. , 402,064 shares held by Deerfield Private Design, L.P., 647,152 shares held by Deerfield Private Design
International, L.P., 726,242 shares held by Deerfield Private Design Fund II, L.P., and 832,216 shares held by Deerfield Private
Design International II, L.P.
SCHEDULE 13D
CUSIP
No.
65481J109
|
Page 3
of 15 Pages
|
1
|
NAME OF REPORTING PERSONS
Deerfield
Special
Situations Fund, L.P.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☒
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
WC
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
|
☐
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
|
8
|
SHARED VOTING POWER
1,124,740
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
1,124,740
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,124,740
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
|
☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.18%
|
|
14
|
TYPE OF REPORTING PERSON
PN
|
|
SCHEDULE 13D
CUSIP
No.
65481J109
|
Page 4
of 15 Pages
|
1
|
NAME OF REPORTING PERSONS
Deerfield Private Design International, L.P.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☒
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
WC
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
|
☐
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
|
8
|
SHARED VOTING POWER
647,152
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
647,152
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
647,152
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
|
☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.13%
|
|
14
|
TYPE OF REPORTING PERSON
PN
|
|
SCHEDULE 13D
CUSIP
No.
65481J109
|
Page 5
of 15 Pages
|
1
|
NAME OF REPORTING PERSONS
Deerfield Private Design Fund II, L.P.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☒
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
WC
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
|
☐
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
|
8
|
SHARED VOTING POWER
726,242
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
726,242
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
726,242
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
|
☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.64%
|
|
14
|
TYPE OF REPORTING PERSON
PN
|
|
SCHEDULE 13D
CUSIP
No.
65481J109
|
Page 6
of 15 Pages
|
1
|
NAME OF REPORTING PERSONS
Deerfield Private Design International II, L.P.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☒
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
WC
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
|
☐
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
|
8
|
SHARED VOTING POWER
832,216
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
832,216
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
832,216
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
|
☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.32%
|
|
14
|
TYPE OF REPORTING PERSON
PN
|
|
SCHEDULE 13D
CUSIP
No.
65481J109
|
Page 7
of 15 Pages
|
1
|
NAME OF REPORTING PERSONS
Deerfield Management Company, L.P.
|
|
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 ITEMS 2(d) or 2(e)
|
☐
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
|
8
|
SHARED VOTING POWER
3,741,639 (2)
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
3,741,639 (2)
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,741,639 (2)
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
|
☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.89%
|
|
14
|
TYPE OF REPORTING PERSON
PN
|
|
(2) Comprised of 1,124,740 shares held by Deerfield Special
Situations Fund, L.P., 402,064 shares held by Deerfield Private Design, L.P., 647,152 shares held by Deerfield Private Design
International, L.P., 726,242 shares held by Deerfield Private Design Fund II, L.P., 832,216 shares held by Deerfield Private Design
International II, L.P.
and 9,225 shares of Common Stock
underlying an option held by Howard P. Furst, a partner in Deerfield Management Company, L.P. and a director of the Issuer. Does
not include 3,075 shares underlying such option, representing the portion thereof that is not vested and will not vest within
60 days from the date of this report.
SCHEDULE 13D
CUSIP
No.
65481J109
|
Page 8
of 15 Pages
|
1
|
NAME OF REPORTING PERSONS
Deerfield Private Design Fund, L.P.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☒
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
WC
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
|
☐
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
|
8
|
SHARED VOTING POWER
402,064
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
402,064
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
402,064
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
|
☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.57%
|
|
14
|
TYPE OF REPORTING PERSON
PN
|
|
SCHEDULE 13D
CUSIP
No.
65481J109
|
Page 9
of 15 Pages
|
1
|
NAME OF REPORTING PERSONS
James E. Flynn
|
|
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 ITEMS 2(d) or 2(e)
|
☐
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
|
8
|
SHARED VOTING POWER
3,741,639 (3)
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
3,741,639 (3)
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,741,639 (3)
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
|
☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.89 %
|
|
14
|
TYPE OF REPORTING PERSON
IN
|
|
(3) Comprised of 1,124,740 shares held by Deerfield Special Situations Fund, L.P., 402,064 shares held
by Deerfield Private Design, L.P., 647,152 shares held by Deerfield Private Design International, L.P., 726,242 shares held by
Deerfield Private Design Fund II, L.P., 832,216 shares held by Deerfield Private Design International II, L.P. and 9,225 shares
of Common Stock underlying an option held by Howard P. Furst, a partner in Deerfield Management Company, L.P. and a director of
the Issuer. Does not include 3,075 shares underlying such option, representing the portion thereof that is not vested and will
not vest within 60 days from the date of this report.
This Amendment No. 2 (this “
Amendment
”)
to Schedule 13D amends the Schedule 13D filed on June 26, 2015 by (i) Deerfield Mgmt, L.P. (“
Deerfield Mgmt
”),
(ii) Deerfield Special Situations Fund, L.P. (“
Deerfield Special Situations Fund
”), (iii) Deerfield Management
Company, L.P. (“
Deerfield Management
”), (iv) Deerfield Private Design Fund, L.P. (“
Deerfield Private
Design”
), (v) Deerfield Private Design International, L.P. (“
Deerfield Private Design International
”),
(vi) Deerfield Private Design Fund II, L.P. (“
Deerfield Private Design II
”), (vii) Deerfield Private Design
International II, L.P. (“
Deerfield Private Design International II
”) and (viii) James E. Flynn, a natural person
(“
Flynn
” and collectively with Deerfield Mgmt, Deerfield Special Situations Fund, Deerfield Management, Deerfield
Private Design, Deerfield Private Design International, Deerfield Private Design II and Deerfield Private Design International
II, the “
Reporting Persons
”), with respect to the securities of Nivalis Therapeutics, Inc. (the “
Issuer
”),
as amended by Amendment No. 1 thereto, filed on September 20, 2016 (as amended, the “
Schedule 13D
”). Deerfield
Special Situations Fund, Deerfield Private Design, Deerfield Private Design International, Deerfield Private Design II and Deerfield
Private Design International II are collectively referred to herein as the “
Funds.
” The principal purpose of
this Amendment is to report the Funds’ entry into a support agreement with the Issuer, as described below.
Capitalized terms used but not otherwise
defined herein shall have the meanings ascribed to them in the Scheduled 13D.
|
Item 4.
|
Purpose of Transaction.
|
Item 4 of the Schedule 13D is hereby
amended by adding the following:
On April 18, 2017, the Issuer announced
that it entered into an Agreement and Plan of Merger and Reorganization (the “
Merger Agreement
”), dated as of
April 18, 2017, with Nautilus Merger Sub, Inc. (“
Merger Sub
”) and Alpine Immune Sciences, Inc. (“
Alpine
”),
which provides, among other things, for the merger of Merger Sub with and into Alpine (the “
Merger
”). As a condition
to Alpine’s willingness to enter into the Merger Agreement, on April 17, 2017, each of the Funds entered into a Support Agreement
with Alpine and certain other stockholders of the Issuer signatory thereto. The Support Agreement provides that each Fund will
vote all of the shares of Common Stock held by such Fund together with any shares of Common Stock acquired by such Fund after the
date of the Support Agreement (the “
Subject Shares
”) (or cause the record holder of the Subject Shares to vote)
in favor of the approval of the Merger Agreement, the transactions contemplated thereby (including the Merger), certain amendments
to the Issuer’s certificate of incorporation, any proposal to adjourn or postpone a meeting with respect to the Merger to
a later date, and any other proposal included in a proxy statement in connection with, or related to, the Merger for which the
Issuer’s board of directors has recommended that the Issuer’s stockholder vote in favor. The Support Agreement also
provides that each Fund will vote (or cause to be voted) all Subject Shares against any competing acquisition proposal.
The Support Agreement prohibits the Funds
from transferring any Subject Shares or taking any action that would have the effect of preventing the Funds from performing their
obligations under the Support Agreement, in each case, subject to customary exceptions set forth in the Support Agreement. Pursuant
to the Support Agreement, each Fund irrevocably appointed the Company, and any individual designated by the Company, as its proxy
and attorney-in-fact to vote the Subject Shares in accordance with the Support Agreement.
The foregoing summary of the Support Agreement
is not intended to be complete and is qualified in its entirety by reference to the full text of the Support Agreement, a copy
of which is incorporated by reference as Exhibit 99.3 hereto.
Item 5. Interest in Securities of the Issuer.
Items 5(a), (b) and (c) of the Schedule
13D are hereby amended and restated as follows:
(a)
(1)
Deerfield
Mgmt
Number
of shares:
|
|
3,732,414 (comprised of shares held by Deerfield Special Situations Fund, Deerfield Private Design, Deerfield Private
Design International, Deerfield Private Design II and Deerfield Private Design International II)
|
Percentage of shares:
|
|
23.84%
|
(2)
Deerfield
Management
Number
of shares:
|
|
3,741,639 (comprised of shares held by Deerfield Special Situations International, Deerfield Special Situations Fund,
Deerfield Private Design, Deerfield Private Design International, Deerfield Private Design II and Deerfield Private Design International
II and shares underlying the September 2016 Option, to the extent such option is vested or vests within 60 days from the date hereof)
|
Percentage of shares:
|
|
23.89%
|
(3)
Deerfield
Special Situations Fund
Number of shares: 1,124,740
Percentage of shares: 7.18%
(4)
Deerfield
Private Design
Number of shares: 402,064
Percentage of shares: 2.57%
(5)
Deerfield
Private Design International
Number of Shares: 647,152
Percentage of Shares: 4.13%
(6)
Deerfield
Private Design II
Number of Shares: 726,242
Percentage of Shares: 4.64%
(7)
Deerfield
Private Design International II
Number of Shares: 832,216
Percentage of Shares: 5.32%
(8)
Flynn
Number of shares:
|
|
3,741,639 (comprised of shares held by Deerfield Special Situations Fund,
Deerfield Private Design, Deerfield Private Design International, Deerfield Private Design II and Deerfield Private Design International
II and shares underlying the September 2016 Option, to the extent such option is vested or vests within 60 days from the date
hereof)
|
Percentage of shares:
|
|
23.89%
|
(b)
(1)
Deerfield
Mgmt
Sole power to vote or direct the vote: 0
Shared power to vote or direct the vote:
3,732,414
Sole power to dispose or to direct the disposition:
0
Shared power to dispose or direct the disposition:
3,732,414
(2)
Deerfield
Management
Sole power to vote or direct the vote: 0
Shared power to vote or direct the vote:
3,741,639
Sole power to dispose or to direct the disposition:
0
Shared power to dispose or direct the disposition:
3,741,639
(3)
Deerfield
Special Situations Fund
Sole power to vote or direct the vote: 0
Shared power to vote or direct the vote:
1,124,740
Sole power to dispose or to direct the disposition:
0
Shared power to dispose or direct the disposition:
1,124,740
(4)
Deerfield
Private Design
Sole power to vote or direct the vote: 0
Shared power to vote or direct the vote:
402,064
Sole power to dispose or to direct the disposition:
0
Shared power to dispose or direct the disposition:
402,064
(5)
Deerfield
Private Design International
Sole power to vote or direct the vote: 0
Shared power to vote or direct the vote:
647,152
Sole power to dispose or to direct the disposition:
0
Shared power to dispose or direct the disposition:
647,152
(6)
Deerfield
Private Design II
Sole power to vote or direct the vote: 0
Shared power to vote or direct the vote:
726,242
Sole power to dispose or to direct the disposition:
0
Shared power to dispose or direct the disposition:
726,242
(7)
Deerfield
Private Design International II
Sole power to vote or direct the vote: 0
Shared power to vote or direct the vote:
832,216
Sole power to dispose or to direct the disposition:
0
Shared power to dispose or direct the disposition:
832,216
(8)
Flynn
Sole power to vote or direct the vote: 0
Shared power to vote or direct the vote:
3,741,639
Sole power to dispose or to direct the disposition:
0
Shared power to dispose or direct the disposition:
3,741,639
Flynn is the sole member of the general
partner of each of Deerfield Mgmt and Deerfield Management. Deerfield Mgmt is the general partner, and Deerfield Management is
the investment advisor, of Deerfield Special Situations Fund, Deerfield Private Design, Deerfield Private Design International,
Deerfield Private Design II and Deerfield Private Design International II. Pursuant to an arrangement between Deerfield Management
and Furst, for so long as Furst is employed by Deerfield Management, any compensation that Furst receives from the Issuer is for
the economic benefit of Deerfield Management and must be transferred to Deerfield Management, for no consideration, subject to
applicable restrictions on transfer. See Item 6 for additional information regarding such arrangement.
(c) On September 12, 2016, the Issuer granted
to Furst, a partner in Deerfield Management and a director of the Issuer, the September 2016 Option. The September 2016 Option
vests in 12 equal installments, commencing on October 12, 2016, and is exercisable for $7.77 per share.
Item 6. Contracts, Arrangements, Understandings
or Relationships With Respect to Securities of the Issuer.
Item 6 is hereby amended by adding the
following:
The information set forth in Item 4 with
respect to the Support Agreement is incorporated by reference herein.
|
Item 7.
|
Material to be Filed as Exhibits.
|
Item 7 is hereby amended by adding the
following:
Exhibit 99.3
|
Form of Support Agreement, dated as of April 17, 2017, between the Issuer
and the Funds (incorporated by reference to Exhibit 2.5 to the Current Report on Form 8-K filed by the Issuer on April 18, 2017)
|
SIGNATURE
After reasonable inquiry
and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true,
complete and correct.
Dated: April 24, 2017
|
DEERFIELD MGMT, L.P.
By: J.E. Flynn Capital, LLC, General Partner
By:
/s/ Jonathan Isler
Name: Jonathan Isler
Title: Attorney-in-Fact
DEERFIELD SPECIAL SITUATIONS FUND, L.P.
By: Deerfield Mgmt, L.P., General Partner
By: J.E. Flynn Capital, LLC, General Partner
By:
/s/ Jonathan Isler
Name: Jonathan Isler
Title: Attorney-in-Fact
DEERFIELD PRIVATE DESIGN FUND, L.P.
By: Deerfield Mgmt, L.P., General Partner
By: J.E. Flynn Capital, LLC, General Partner
By:
/s/ Jonathan Isler
Name: Jonathan Isler
Title: Attorney-in-Fact
DEERFIELD PRIVATE DESIGN INTERNATIONAL, L.P.
By: Deerfield Mgmt, L.P., General Partner
By: J.E. Flynn Capital, LLC, General Partner
By:
/s/ Jonathan Isler
Name: Jonathan Isler
Title: Attorney-in-Fact
DEERFIELD PRIVATE DESIGN FUND II, L.P.
By: Deerfield Mgmt, L.P., General Partner
By: J.E. Flynn Capital, LLC, General Partner
By:
/s/ Jonathan Isler
Name: Jonathan Isler
Title: Attorney-in-Fact
DEERFIELD PRIVATE DESIGN INTERNATIONAL II, L.P.
By: Deerfield Mgmt, L.P., General Partner
By: J.E. Flynn Capital, LLC, General Partner
By:
/s/ Jonathan Isler
Name: Jonathan Isler
Title: Attorney-in-Fact
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DEERFIELD MANAGEMENT COMPANY, L.P.
By: Flynn Management LLC, General Partner
By:
/s/ Jonathan Isler
Name: Jonathan Isler
Title: Attorney-in-Fact
JAMES E. FLYNN
/s/ Jonathan Isler
Jonathan Isler, Attorney-in-Fact
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