(Amendment No. 10)
Alexandra A. Toohey
Baker Bros. Advisors LP
(Name,
address and telephone number of person authorized to receive notices and communications)
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 Rule 13d-1(e),
13d-1(f) or 13d-1(g), check the following box.
x
*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).
CUSIP No.
64049K104
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Page
2
of
9
Pages
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1.
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NAMES OF REPORTING PERSONS
Baker Bros. Advisors LP
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2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
p
(b)
p
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS*
OO
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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)
o
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6.
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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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7.
|
SOLE VOTING POWER 11,359,679 (1)
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8.
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SHARED VOTING POWER: 0
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9.
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SOLE DISPOSITIVE POWER: 11,359,679 (1)
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10.
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SHARED DISPOSITIVE POWER: 0
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
11,359,679 (1)
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12.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
p
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
40.3% (1)(2)
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14.
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TYPE OF REPORTING PERSON (See Instructions)
IA, PN
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(1)
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Includes 27,000 shares of the common stock (“Common Stock”)
of Neoleukin Therapeutics, Inc. (f/k/a Aquinox Pharmaceuticals, Inc.) (the “Issuer”) underlying options directly held
by Dr. Kelvin M. Neu, a full-time employee of Baker Bros. Advisors LP (the “Adviser”) and 27,000 shares of Common Stock
underlying options directly held by
Dr. Richard S. Levy
, a former
Senior Advisor of the Adviser.
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(2)
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Based on 23,537,368 shares of Common Stock outstanding as of August 1, 2019, as reported in the Issuer’s Form 10-Q filed
with the Securities and Exchange Commission (“SEC”) on August 1, 2019, plus 4,589,787 shares of Common Stock issued
to former Neoleukin Therapeutics, Inc. shareholders as reported in the Issuer’s Form 8-K filed with the SEC on August 12,
2019.
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CUSIP No.
64049K104
|
|
Page
3
of
9
Pages
|
1.
|
NAMES OF REPORTING PERSONS
Baker Bros. Advisors (GP) LLC
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
p
(b)
p
|
3.
|
SEC USE ONLY
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4.
|
SOURCE OF FUNDS*
OO
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5.
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
o
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
|
7.
|
SOLE VOTING POWER 11,359,679 (1)
|
8.
|
SHARED VOTING POWER: 0
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9.
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SOLE DISPOSITIVE POWER: 11,359,679 (1)
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10.
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SHARED DISPOSITIVE POWER: 0
|
11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
11,359,679 (1)
|
12.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
p
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
40.3% (1)(2)
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14.
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TYPE OF REPORTING PERSON (See Instructions)
HC, OO
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(1)
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Includes 27,000 shares of Common Stock of the Issuer underlying options
directly held by Dr. Neu, a full-time employee of the Adviser and 27,000 shares of Common Stock underlying options directly held
by
Dr. Levy
, a former Senior Advisor of the Adviser.
|
|
(2)
|
Based on 23,537,368 shares of Common Stock outstanding as of August 1, 2019, as reported in the Issuer’s Form 10-Q filed
with the SEC on August 1, 2019, plus 4,589,787 shares of Common Stock issued to former Neoleukin Therapeutics, Inc. shareholders
as reported in the Issuer’s Form 8-K filed with the SEC on August 12, 2019.
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CUSIP No.
64049K104
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|
Page
4
of
9
Pages
|
1.
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NAMES OF REPORTING PERSONS
Julian C. Baker
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2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
p
(b)
p
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3.
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SEC USE ONLY
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4.
|
SOURCE OF FUNDS*
OO
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5.
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
o
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
|
7.
|
SOLE VOTING POWER: 11,361,939
(1)
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8.
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SHARED VOTING POWER: 0
|
9.
|
SOLE DISPOSITIVE POWER: 11,361,939 (1)
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10.
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SHARED DISPOSITIVE POWER: 0
|
11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
11,361,939 (1)
|
12.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
p
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
40.3% (1)(2)
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14.
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TYPE OF REPORTING PERSON (See Instructions)
IN, HC
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|
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(1)
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Includes 27,000 shares of Common Stock of the Issuer underlying options
directly held by Dr. Neu, a full-time employee of the Adviser and 27,000 shares of Common Stock underlying options directly held
by
Dr. Levy
, a former Senior Advisor of the Adviser.
|
|
(2)
|
Based on 23,537,368 shares of Common Stock outstanding as of August 1, 2019, as reported in the Issuer’s Form 10-Q filed
with the SEC on August 1, 2019, plus 4,589,787 shares of Common Stock issued to former Neoleukin Therapeutics, Inc. shareholders
as reported in the Issuer’s Form 8-K filed with the SEC on August 12, 2019.
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CUSIP No.
64049K104
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|
Page
5
of
9
Pages
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1.
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NAMES OF REPORTING PERSONS
Felix J. Baker
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2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
p
(b)
p
|
3.
|
SEC USE ONLY
|
4.
|
SOURCE OF FUNDS (See Instructions)
OO
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5.
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
o
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
|
7.
|
SOLE VOTING POWER: 11,361,939
(1)
|
8.
|
SHARED VOTING POWER: 0
|
9.
|
SOLE DISPOSITIVE POWER: 11,361,939 (1)
|
10.
|
SHARED DISPOSITIVE POWER: 0
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
11,361,939 (1)
|
12.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
p
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
40.3% (1)(2)
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14.
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TYPE OF REPORTING PERSON (See Instructions)
IN, HC
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(1)
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Includes 27,000 shares of Common Stock of the Issuer underlying options
directly held by Dr. Neu, a full-time employee of the Adviser and 27,000 shares of Common Stock underlying options directly held
by
Dr. Levy
, a former Senior Advisor of the Adviser.
|
|
(2)
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Based on 23,537,368 shares of common stock outstanding as of August 1, 2019, as reported in the Issuer’s Form 10-Q filed
with the SEC on August 1, 2019, plus 4,589,787 shares of Common Stock issued to former Neoleukin Therapeutics, Inc. shareholders
as reported in the Issuer’s Form 8-K filed with the SEC on August 12, 2019.
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Amendment No. 10 to Schedule 13D
This Amendment No. 10 to Schedule 13D amends and supplements
the previously filed Schedules 13D filed by Baker Bros. Advisors LP (the “Adviser”), Baker Bros. Advisors (GP) LLC
(the “Adviser GP”), Julian C. Baker and Felix J. Baker. Except as supplemented herein, such statements, as heretofore
amended and supplemented, remain in full force and effect.
The Adviser GP is the sole general partner of the Adviser. Pursuant
to the management agreements, as amended, among the Adviser, Baker Brothers Life Sciences, L.P. (“Life Sciences”) and
667, L.P. (“667”, and together with Life Sciences, the “Funds”) 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 1.
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Security and Issuer
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Item 1 of this Schedule 13D is hereby amended and restated in
its entirety as follows:
Upon
the consummation of the transaction on August 8, 2019, among Aquinox Pharmaceuticals, Inc., Neoleukin Therapeutics, Inc., and Apollo
Sub, Inc. (“the Merger Sub”), the Merger Sub merged with and into Neoleukin Therapeutics, Inc. (the “Merger”)
with Neoleukin Therapeutics, Inc. surviving the Merger as a wholly-owned subsidiary of Aquinox Pharmaceuticals, Inc. On August
9, 2019, Aquinox Pharmaceuticals, Inc. changed its name to Neoleukin Therapeutics, Inc. The class of equity security to which this
statement on Schedule 13D relates is the common stock, par value
$0.000001
per
share (the “
Common Stock
”) of Neoleukin Therapeutics, Inc. (f/k/a Aquinox Pharmaceuticals, Inc.), a corporation
organized under the laws of the state of Delaware (the “
Issuer
”). The address of the principal executive offices
of the Issuer is
401 Terry Avenue North, Seattle, Washington 98109.
Information
given in response to each item shall be deemed incorporated by reference in all other items, as applicable.
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Item 4.
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Purpose of the Transaction.
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Item 4 of Schedule 13D is supplemented and superseded, as the
case may be, as follows:
On August 8, 2019, pursuant to the close of the Merger, the
former holders of Neoleukin Therapeutics, Inc.’s capital stock were issued 4,589,787 shares of Aquinox Pharmaceuticals, Inc.
common stock representing approximately 19.5% of Aquinox Pharmaceuticals, Inc.’s issued and outstanding shares of common
stock (calculated prior to the issuance of those new shares of common stock) which resulted in the decreases in percentage of beneficial
ownership of the Reporting Persons reflected on the cover pages of this Amendment No. 10 and in Item 5 below.
Effective upon the closing of the Merger, Dr. Kelvin M. Neu,
a full-time employee of the Adviser, resigned his role on the Issuer’s Board of Directors (the “Board”) and M.
Cantey Boyd, an employee of the Adviser, joined the Board.
Ms. Boyd serves on the Board as representatives of the Funds.
The policy of the Funds and the Adviser does not permit employees of the Adviser to receive compensation for serving as directors
of the Issuer. Therefore, Ms. Boyd will have no pecuniary interest in any options to purchase common stock (“Common Stock”)
of the Issuer (“Stock Options”), Common Stock, or Common Stock received from the exercise of Stock Options received
as directors’ compensation. The Funds are instead entitled to the pecuniary interest in the Stock Options, Common Stock and
Common Stock received from the exercise of Stock Options received as directors’ compensation that she may receive in the
future.
The Adviser has voting and investment power over any Stock Options,
Common Stock and Common Stock underlying such Stock Options and Common Stock received from the exercise of Stock Options by Dr.
Neu and Dr. Levy received as directors’ compensation during their period of employment for the Adviser. The Adviser GP, and
Felix J. Baker and Julian C. Baker as managing members of the Adviser GP, may be deemed to have the power to vote or direct the
vote of and the power to dispose or direct the disposition of any of the Stock Options, Common Stock, Common Stock received from
the exercise of Stock Options and Common Stock underlying such Stock Options granted to Dr. Neu and Dr. Levy as directors compensation
that they hold or may have received during their period of employment with the Adviser.
The Funds hold securities of the Issuer for investment purposes.
The Reporting Persons or their affiliates may purchase or dispose of additional securities of the Issuer or purchase securities
in varying amounts and at varying times depending upon the Reporting Persons’ continuing assessments of pertinent factors,
including the availability of shares of Common Stock or other securities for purchase at particular price levels, the business
prospects of the Issuer, other business investment opportunities, economic conditions, stock market conditions, money market conditions,
the attitudes and actions of the Board and management of the Issuer, the availability and nature of opportunities to dispose of
Common Stock and other plans and requirements of the particular entities. The Reporting Persons may discuss items of mutual interest
with the Issuer, which could include items in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
Depending upon their assessments of the above factors, the Reporting
Persons or their affiliates may change their present intentions as stated above and may purchase or dispose of additional securities
of the Issuer, including shares of Common Stock (by means of open market purchases, privately negotiated purchases, exercise of
some or all of the Stock Options, or otherwise) or may, dispose of some or all of the securities of the Issuer, including shares
of Common Stock, under their control.
Except as otherwise disclosed herein, at the present time,
the Reporting Persons do not have any plans or proposals with respect to any extraordinary corporate transaction involving the
Issuer, including, without limitation, those matters described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
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Item 5.
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Interest
in Securities of the Issuer.
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Item 5 of this Schedule 13D is hereby amended and restated in
its entirety as follows:
(a) and (b) Items 7 through 11 and 13 of each of the cover pages
of this Amendment No. 10 are incorporated herein by reference. Set forth below is the aggregate number and percentage of shares
of Common Stock directly held, as of the date hereof, by each of the following based upon 23,537,368 shares of Common Stock outstanding
as of August 1, 2019, as reported in the Issuer’s Form 10-Q filed with the SEC on August 1, 2019, plus 4,589,787 shares of
Common Stock issued to former Neoleukin Therapeutics, Inc. shareholders as reported in the Issuer’s Form 8-K filed on August
12, 2019. Such percentage figures were calculated in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended.
Holder
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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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1,200,520
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4.3
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%
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Baker Brothers Life Sciences, L.P.
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10,105,159
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35.9
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%
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Total
|
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11,305,679
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40.2
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%
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As a result of their previous service on the Board, Dr. Neu
and Dr. Levy each hold 12,000 Stock Options with an exercise price of $13.74 per share expiring on May 7, 2027 and 15,000 Stock
Options with an exercise price of $13.10 expiring on May 6, 2028.
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.
(c)
Except as disclosed in Amendment No. 9 to this Schedule 13D filed on August 7, 2019, none of the Reporting Persons or their
affiliates has effected any other transactions in securities of the Issuer during the past 60 days.
(d) Certain securities of the Issuer are held directly by 667,
a limited partnership the sole general partner of which is Baker Biotech Capital, L.P., a limited partnership the sole general
partner of which is Baker Biotech Capital (GP), LLC. Julian C. Baker and Felix J. Baker are the managing members of Baker Biotech
Capital (GP), LLC.
Certain securities of the Issuer are held directly by Life Sciences,
a limited partnership the sole general partner of which is Baker Brothers Life Sciences Capital, L.P., a limited partnership the
sole general partner of which is Baker Brothers Life Sciences Capital (GP), LLC. Julian C. Baker and Felix J. Baker are the managing
members of Baker Brothers Life Sciences Capital (GP), LLC.
(e) Not applicable.
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.
August 13, 2019
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BAKER BROS. ADVISORS LP
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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
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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
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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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