CUSIP
No. 427746102
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1
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NAMES OF REPORTING PERSONS
Baker Bros. Advisors LP
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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) ¨
(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
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
8,064,832 (1)
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6
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SHARED VOTING POWER
-0-
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7
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SOLE DISPOSITIVE POWER
8,064,832 (1)
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8
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SHARED DISPOSITIVE POWER
-0-
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,064,832 (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
8.7% (1)(2)
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12
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TYPE OF REPORTING PERSON (See Instructions)
IA,
PN
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(1)
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Includes 1,874,554 shares of common stock (“Common Stock”) of Heron Therapeutics, Inc. (the “Issuer”)
issuable upon conversion of the Convertible Notes (as defined in Item 4 below) and 195,574 shares of Common Stock issuable upon
the exercise of the 2021 Warrants (as defined in Item 4 below) that are subject to the limitations on conversion or exercise described
in Item 4.
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(2)
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Based on 90,855,254 shares of Common Stock outstanding
as of October 29, 2020, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission (the “SEC”)
on November 5, 2020, plus 1,874,554 shares of Common Stock issuable upon conversion of the Convertible Notes (as defined in Item
4 below) and 195,574 shares of Common Stock issuable upon the exercise of the 2021 Warrants (as defined in Item 4 below) that
are subject to the limitations on conversion or exercise described in Item 4.
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CUSIP
No. 427746102
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1
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NAMES OF REPORTING PERSONS
Baker Bros. Advisors (GP) 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) ¨
(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
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
8,064,832 (1)
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6
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SHARED VOTING POWER
-0-
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7
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SOLE DISPOSITIVE POWER
8,064,832 (1)
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8
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SHARED DISPOSITIVE POWER
-0-
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,064,832 (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
8.7% (1)(2)
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12
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TYPE OF REPORTING PERSON (See Instructions)
HC,
OO
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(1)
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Includes 1,874,554 shares of Common Stock issuable upon conversion of the Convertible Notes (as defined in Item 4 below) and
195,574 shares of Common Stock issuable upon the exercise of the 2021 Warrants (as defined in Item 4 below) that are subject to
the limitations on conversion or exercise described in Item 4.
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(2)
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Based on 90,855,254 shares of Common Stock outstanding
as of October 29, 2020, as reported in the Issuer’s Form 10-Q filed with the SEC on November 5, 2020, plus 1,874,554 shares
of Common Stock issuable upon conversion of the Convertible Notes (as defined in Item 4 below) and 195,574 shares of Common Stock
issuable upon the exercise of the 2021 Warrants (as defined in Item 4 below) that are subject to the limitations on conversion
or exercise described in Item 4.
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CUSIP
No. 427746102
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1
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NAMES OF REPORTING PERSONS
Felix J. Baker
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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) ¨
(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
United States
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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
8,064,832 (1)
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6
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SHARED VOTING POWER
-0-
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7
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SOLE DISPOSITIVE POWER
8,064,832 (1)
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8
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SHARED DISPOSITIVE POWER
-0-
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,064,832 (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
8.7% (1)(2)
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12
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TYPE OF REPORTING PERSON (See Instructions)
IN, HC
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(1)
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Includes 1,874,554 shares of Common Stock issuable upon conversion of the Convertible Notes (as defined in Item 4 below) and
195,574 shares of Common Stock issuable upon exercise of the 2021 Warrants (as defined in Item 4 below) that are subject to the
limitations on conversion or exercise described in Item 4.
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(2)
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Based on 90,855,254 shares of Common Stock outstanding as of October 29, 2020, as reported in the Issuer’s Form 10-Q
filed with the SEC on November 5, 2020, plus 1,874,554 shares of Common Stock issuable upon conversion of the Convertible Notes
(as defined in Item 4 below) and 195,574 shares of Common Stock issuable upon exercise of the 2021 Warrants (as defined in Item
4 below) that are subject to the limitations on conversion or exercise described in Item 4.
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CUSIP
No. 427746102
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1
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NAMES OF REPORTING PERSONS
Julian C. Baker
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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) ¨
(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
United States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
|
SOLE VOTING POWER
8,064,832 (1)
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6
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SHARED VOTING POWER
-0-
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7
|
SOLE DISPOSITIVE POWER
8,064,832 (1)
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8
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SHARED DISPOSITIVE POWER
-0-
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,064,832 (1)
|
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
8.7% (1)(2)
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12
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TYPE OF REPORTING PERSON (See Instructions)
IN, HC
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(1)
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Includes 1,874,554 shares of Common Stock issuable upon conversion of the Convertible Notes (as defined in Item 4 below) and
195,574 shares of Common Stock issuable upon the exercise of the 2021 Warrants (as defined in Item 4 below) that are subject to
the limitations on conversion or exercise described in Item 4.
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(2)
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Based on 90,855,254 shares of Common Stock outstanding as of October 29, 2020, as reported in the Issuer’s Form 10-Q
filed with the SEC on November 5, 2020, plus 1,874,554 shares of Common Stock issuable upon conversion of the Convertible Notes
(as defined in Item 4 below) and 195,574 shares of Common Stock issuable upon the exercise of the 2021 Warrants (as defined in
Item 4 below) that are subject to the limitations on conversion or exercise described in Item 4.
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Amendment No. 8 to Schedule
13G
This Amendment No. 8 to Schedule 13G amends the previously filed
Schedule 13G filed by Baker Bros. Advisors LP (the “Adviser”), Baker Bros. Advisors (GP) LLC (the “Adviser GP”),
Julian C. Baker and Felix J. Baker (collectively, the “Reporting Persons”). Except as supplemented herein, such statements,
as heretofore amended and supplemented, remain in full force and effect.
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Item 1(a)
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Name of Issuer:
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Heron
Therapeutics, Inc. (the “Issuer”)
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Item 1(b)
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Address of Issuer’s Principal Executive Offices:
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4242 Campus Point Court, Ste. 200
San Diego, CA 92121
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Item 2(a)
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Name of Person Filing:
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This Amendment No. 8 is being
filed jointly by the Reporting Persons.
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Item 2(b)
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Address of Principal Business Office or, if None, Residence:
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The business address of each of
the Reporting Persons is:
c/o Baker Bros. Advisors LP
860 Washington Street, 3rd
Floor
New York, NY 10014
(212) 339-5690
The Adviser is a limited partnership organized under
the laws of the State of Delaware. The Adviser GP is a limited liability company organized under the laws of the State of Delaware.
The citizenship of each of Julian C. Baker and Felix J. Baker is the United States of America.
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Item 2(d)
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Title
of Class of Securities:
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Common Stock, par value $0.01 per share
(“Common Stock”)
427746102
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Item 3.
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If this statement is filed pursuant to §§240.13d-1(b) or (c), check whether the person filing is a:
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(a) ¨ Broker or dealer
registered under Section 15 of the Exchange Act.
(b) ¨ Bank as defined
in section 3(a)(6) of the Exchange Act.
(c) ¨ Insurance company
as defined in section 3(a)(19) of the Exchange Act.
(d) ¨ Investment
company registered under section 8 of the Investment Company Act of 1940.
(e) x An investment
adviser in accordance with Rule 13d-1(b)(1)(ii)(E).
(f) ¨ An employee
benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F).
(g) x A parent holding
company or control person in accordance with Rule 13d-1(b)(1)(ii)(G).
(h) ¨ A savings association
as defined in Section 3(b) of the Federal Deposit Insurance Act.
(i) ¨ 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.
(j) ¨ Group, in accordance
with Rule 13d-1(b)(1)(ii)(J).
Items 5 through 9 and 11 of each of the cover pages to this
Amendment No. 8 are incorporated herein by reference. Set forth below is the aggregate number of shares of Common Stock of the
Issuer directly held by each of 667, L.P. (“667”) and Baker Brothers Life Sciences, L.P. (Life Sciences, and together
with 667, the “Funds”), which may be deemed to be indirectly beneficially owned by the Reporting Persons, as well as
shares of Common Stock that may be acquired upon exercise of the warrants expiring June 30, 2021 (“2021 Warrants”)
that have an exercise price of $0.01 per share and 6% Senior Secured Convertible Notes due May 2, 2021 (“Convertible Notes”)
that are convertible into 1,250 shares of Common Stock per $1,000 of par value, by the Funds, subject to the limitations on exercise
or conversion described below.
The information set forth below is based upon 90,855,254 shares
of Common Stock outstanding as of October 29, 2020, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange
Commission on November 5, 2020. Such percentage figures are calculated in accordance with Rule 13d-3 under the Securities Exchange
Act of 1934 (the “Exchange Act”), as amended.
Name
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Number of Shares of
Common Stock we own or
have to right to acquire
within 60 days
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Percent of Class
Outstanding
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667, L.P.
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681,630
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0.7
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%
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Baker Brothers Life Sciences, L.P.
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7,383,202
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8.0
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%
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Total
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8,064,832
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8.7
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%
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The 2021 Warrants and Convertible Notes, respectively, are only
exercisable or convertible to the extent that the holders thereof, their affiliates and any persons who are members of a Section
13(d) group with the holders or its affiliates would beneficially own in the aggregate, for purposes of Section 13(d) of the Exchange
Act, no more than 9.99% of the outstanding shares of Common Stock of the Issuer after exercise or conversion (“Beneficial
Ownership Limitation”). As a result of this restriction, the number of shares that may be issued upon exercise of the 2021
Warrants or conversion of the Convertible Notes by the above holders may change depending upon changes in the outstanding Common
Stock. For the 2021 Warrants, by written notice to the Issuer, the Funds may from time to time increase or decrease the Beneficial
Ownership Limitation applicable to that Fund to any other percentage not in excess of 19.99%. Any such increase or decrease will
not be effective until the 61st day after such notice is delivered to the Issuer For the Convertible Notes, the Funds may
from time to time increase or decrease the Beneficial Ownership Limitation applicable to that Fund to any other percentage by written
notice to the Issuer; provided that any such increase or decrease will not be effective until the 61st day after such notice
is delivered to the Issuer.
The Adviser GP, Felix J. Baker and Julian C. Baker as managing
members of the Adviser GP, and the Adviser may be deemed to be beneficial owners of securities of the Issuer directly held by the
Funds.
The Adviser GP is the sole general partner of the Adviser. Pursuant
to the management agreements, as amended, among the Adviser, Life Sciences and 667 and their respective general partners, the Funds’
respective general partners relinquished to the Adviser all discretion and authority with respect to the investment and voting
power of the securities held by the Funds, and thus the Adviser has complete and unlimited discretion and authority with respect
to the Funds’ investments and voting power over investments.
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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 [ ]. N/A
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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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N/A
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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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The information in Item
4 is incorporated herein by reference.
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Item 8.
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Identification and Classification of Members of the Group.
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N/A
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Item 9.
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Notice of Dissolution of Group.
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N/A
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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.
February 16, 2021
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BAKER BROS. ADVISORS LP
By: Baker Bros. Advisors (GP) LLC, its general partner
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By:
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/s/ Scott L. Lessing
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Name: Scott L. Lessing
Title: President
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BAKER BROS. ADVISORS (GP) LLC
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By:
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/s/ Scott L. Lessing
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Name: Scott L. Lessing
Title: President
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/s/ Julian C. Baker
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Julian C. Baker
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/s/ Felix J. Baker
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Felix J. Baker
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