Larimar Therapeutics, Inc. — Major Shareholding Notification 2021

Jul 2, 2021

SC 13D/A 1 e620771_sc13da-lt.htm

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

[Rule 13d-101]

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. 3)*

Larimar Therapeutics, Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

517125100

(CUSIP Number)

David Clark Elliot Press Deerfield Management Company, L.P. 345 Park Avenue South, 12 Floor New York, New York 10010 (212) 551-1600 With a copy to: Jonathan D. Weiner, Esq. Mark D. Wood, Esq. Katten Muchin Rosenman LLP 575 Madison Avenue New York, New York 10022 (212) 940-8800

Field: Rule-Page

Field: /Rule-Page

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

June 30, 2021

(Date of Event which Requires Filing of this Statement)

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 ☐.

Note : Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

(Continued on following pages)

(Page 1 of 14 Pages)

• 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).

Field: Page; Sequence: 1

Field: /Page

SCHEDULE 13D

CUSIP No. 517125100 Page 2 of 14 Pages

1	NAMES OF REPORTING PERSONS Deerfield Private Design Fund III, 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 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 1,943,406
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 1,943,406
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 1,943,406
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES*	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.97%
14	TYPE OF REPORTING PERSON PN

Field: Page; Sequence: 2

Field: /Page

SCHEDULE 13D

CUSIP No. 517125100 Page 3 of 14 Pages

1	NAMES OF REPORTING PERSONS Deerfield Healthcare Innovations 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 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 1,943,420
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 1,943,420
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 1,943,420
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES*	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.97%
14	TYPE OF REPORTING PERSON PN

Field: Page; Sequence: 3

Field: /Page

SCHEDULE 13D

CUSIP No. 517125100 Page 4 of 14 Pages

1	NAMES OF REPORTING PERSONS Deerfield Private Design Fund IV, 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 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 1,943,423
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 1,943,423
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 1,943,423
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES*	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.97%
14	TYPE OF REPORTING PERSON PN

Field: Page; Sequence: 4

Field: /Page

SCHEDULE 13D

CUSIP No. 517125100 Page 5 of 14 Pages

1	NAMES OF REPORTING PERSONS Deerfield Mgmt III, 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 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 1,943,406 (1)
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 1,943,406 (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 1,943,406 (1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES*	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.97%
14	TYPE OF REPORTING PERSON PN

(1) Comprised of shares of common stock held by Deerfield Private Design Fund III, L.P., of which Deerfield Mgmt III, L.P. is the general partner.

Field: Page; Sequence: 5

Field: /Page

SCHEDULE 13D

CUSIP No. 517125100 Page 6 of 14 Pages

1	NAMES OF REPORTING PERSONS Deerfield Mgmt HIF, 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 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 1,943,420 (2)
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 1,943,420 (2)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 1,943,420 (2)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES*	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.97%
14	TYPE OF REPORTING PERSON PN

(2) Comprised of shares of common stock held by Deerfield Healthcare Innovations Fund, L.P., of which Deerfield Mgmt HIF, L.P. is the general partner.

Field: Page; Sequence: 6

Field: /Page

SCHEDULE 13D

CUSIP No. 517125100 Page 7 of 14 Pages

1	NAMES OF REPORTING PERSONS Deerfield Mgmt, IV, 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 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 1,943,423 (3)
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 1,943,423 (3)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 1,943,423 (3)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES*	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.97%
14	TYPE OF REPORTING PERSON PN

(3) Comprised of shares of common stock held by Deerfield Private Design Fund IV, L.P., of which Deerfield Mgmt IV, L.P. is the general partner.

Field: Page; Sequence: 7

Field: /Page

SCHEDULE 13D

CUSIP No. 517125100 Page 8 of 14 Pages

1	NAMES 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 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 5,836,243 (4)
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 5,836,243 (4)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 5,836,243 (4)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES*	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 32.94%
14	TYPE OF REPORTING PERSON PN

(4) Comprised of (i) an aggregate of 5,830,249 shares of common stock held by Deerfield Private Design Fund III, L.P., Deerfield Private Design Fund IV, L.P. and Deerfield Healthcare Innovations Fund, L.P., of which Deerfield Management Company, L.P. is the investment manager and (ii) 5,994 shares of common stock issuable upon exercise of an option (the “2020 Option”) held by Jonathan Leff, an employee of Deerfield Management Company, L.P., for the benefit, and subject to the direction, of Deerfield Management Company, L.P. The 2020 Option was granted to Mr. Leff on July 16, 2020 and vests in equal monthly installments over a 36-month period, which commenced on July 16, 2020, subject to Mr. Leff’s continued service with the Issuer through each applicable vesting date. The number of shares reported as being beneficially owned by Deerfield Management Company, L.P. does not include (i) shares of common stock issuable upon exercise of the 2020 Option to the extent it is unvested and will not vest within 60 days or (ii) shares of common stock issuable upon exercise of an option granted to Mr. Leff on May 12, 2021 (the “2021 Option”), which is scheduled to vest on the earlier of May 12, 2022 and the date of the Issuer's next annual meeting of stockholders, in each case, subject to Mr. Leff’s continued service with the Issuer through each applicable vesting date. The 2021 Option is held by Mr. Leff for the benefit, and at the direction, of Deerfield Management Company, L.P.

Field: Page; Sequence: 8

Field: /Page

SCHEDULE 13D

CUSIP No. 517125100 Page 9 of 14 Pages

1	NAMES 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 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 5,836,243 (5)
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 5,836,243 (5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 5,836,243 (5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES*	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 32.94%
14	TYPE OF REPORTING PERSON IN

(5) Comprised of (i) an aggregate of 5,830,249 shares of common stock held by Deerfield Private Design Fund III, L.P., Deerfield Private Design Fund IV, L.P. and Deerfield Healthcare Innovations Fund, L.P. and (ii) 5,994 shares of common stock issuable upon exercise of an option (the “2020 Option”) held by Jonathan Leff, an employee of Deerfield Management Company, L.P., for the benefit, and subject to the direction, of Deerfield Management Company, L.P. The 2020 Option was granted to Mr. Leff on July 16, 2020 and vests in equal monthly installments over a 36-month period, which commenced on July 16, 2020, subject to Mr. Leff’s continued service with the Issuer through each applicable vesting date. The number of shares reported as being beneficially owned by James E. Flynn does not include (i) shares of common stock issuable upon exercise of the 2020 Option to the extent it is unvested and will not vest within 60 days or (ii) shares of common stock issuable upon exercise of an option granted to Mr. Leff on May 12, 2021 (the “2021 Option”), which is scheduled to vest on the earlier of May 12, 2022 and the date of the Issuer's next annual meeting of stockholders, in each case, subject to Mr. Leff’s continued service with the Issuer through each applicable vesting date. The 2021 Option is held by Mr. Leff for the benefit, and at the direction, of Deerfield Management Company, L.P. Flynn is the sole member of the general partner of each of Deerfield Mgmt III, Deerfield Mgmt IV, Deerfield Mgmt HIF and Deerfield Management.

Field: Page; Sequence: 9

Field: /Page

CUSIP No. 517125100 Page 10 of 14 Pages

This Amendment No. 4 (this “ Amendment ”) to Schedule 13D is filed by (i) Deerfield Private Design Fund III, L.P. (“ Deerfield Private Design Fund III ”), (ii) Deerfield Healthcare Innovations Fund, L.P. (“ Deerfield Healthcare Innovations Fund ”), (iii) Deerfield Private Design Fund IV, L.P. (“ Deerfield Private Design Fund IV ”), (iv) Deerfield Mgmt III, L.P. (“ Deerfield Mgmt III ”), (v) Deerfield Mgmt HIF, L.P. (“ Deerfield Mgmt HIF ”), (vi) Deerfield Mgmt IV, L.P. (“ Deerfield Mgmt IV ”), (vii) Deerfield Management Company, L.P. (“ Deerfield Management ”) and (viii) James E. Flynn (“ Flynn ” and, together with Deerfield Private Design Fund III, Deerfield Healthcare Innovations Fund, Deerfield Private Design Fund IV, Deerfield Mgmt III, Deerfield Mgmt HIF, Deerfield Mgmt IV and Deerfield Management, the “ Reporting Persons ”), with respect to the securities of Larimar Therapeutics, Inc. (as amended by Amendment No.1, Amendment No. 2, Amendment No. 3 and this Amendment No. 4, the “ Schedule 13D ”). Deerfield Private Design Fund III, Deerfield Healthcare Innovations Fund and Deerfield Private Design Fund IV are collectively referred to herein as the “ Funds ”.

Capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed to them in the Schedule 13D.

Item 3. Source and Amount of Funds or Other Consideration.

Item 3 of the Schedule 13D is hereby amended by adding the following:

On June 30, 2021, Deerfield Private Design Fund III, Deerfield Healthcare Innovations Fund and Deerfield Private Design Fund IV purchased 228,569, 228,571 and 228,570 shares of Common Stock (collectively, the “ATM Shares”), respectively, at a price of $8.75 per share, or aggregate purchase prices of $1,999,978.75, $1,999,996.25 and $1,999,987.50, respectively. Each Fund utilized available cash assets to acquire the ATM Shares.

Item 4. Purpose of the Transaction.

Item 4 of the Schedule 13D is hereby amended by adding the following:

Each Fund acquired its ATM Shares for investment purposes in an “at the market” offering conducted by the Company (the “ATM Offering”). The Reporting Persons anticipate that the ATM Shares will be registered for resale, and the Reporting Persons or their representatives intend to continue to engage in communications with representatives of the Company regarding any such registration, including with respect to any modifications to the Registration Rights Agreement in connection with such registration.

Item 5. Interest in Securities of the Issuer.

Items 5(a), 5(b) and 5(c) of the Schedule 13D are hereby amended and restated in their entirety to read as follows:

(a)

(1)
Number of shares:	1,943,406
Percentage of shares:	10.97%*

Field: Page; Sequence: 10

Field: /Page

CUSIP No. 517125100 Page 11 of 14 Pages

(2)	Deerfield Healthcare Innovations Fund
	Number of shares:	1,943,420
	Percentage of shares:	10.97%*
(3)	Deerfield Private Design Fund IV
	Number of shares:	1,943,423
	Percentage of shares:	10.97%*
(4)	Deerfield Mgmt III
	Number of shares:	1,943,406 (comprised of shares held by Deerfield Private Design Fund III)
	Percentage of shares:	10.97%*
(5)	Deerfield Mgmt HIF
	Number of shares:	1,943,420 (comprised of shares held by Deerfield Healthcare Innovations Fund)
	Percentage of shares:	10.97%*
(6)	Deerfield Mgmt IV
	Number of shares:	1,943,423 (comprised of shares held by Deerfield Private Design Fund)
	Percentage of shares:	10.97%*
(7)	Deerfield Management
	Number of shares:	5,836,243 (comprised of shares held by Deerfield Private Design Fund III, Deerfield Private Design Fund IV and Deerfield Healthcare Innovations Fund and shares underlying options held by Jonathan Leff at the direction and for the benefit of Deerfield Management)
	Percentage of shares:	32.94%*
(8)	James E. Flynn
	Number of shares:	5,836,243 (comprised of shares held by Deerfield Private Design Fund III, Deerfield Private Design Fund IV and Deerfield Healthcare Innovations Fund and shares underlying options held by Jonathan Leff at the direction and for the benefit of Deerfield Management)
	Percentage of shares:	32.94%*

*Throughout this report, the percentage of outstanding Common Stock beneficially owned by the Reporting Persons reflects 17,710,450 shares of Common Stock outstanding as of July 2, 2021, including shares issued in the ATM Offering, based on information provided by the Company.

Field: Page; Sequence: 11

Field: /Page

CUSIP No. 517125100 Page 12 of 14 Pages

(b)

(1)	Deerfield Private Design Fund III
	Sole power to vote or direct the vote: 0
	Shared power to vote or direct the vote: 1,943,406
	Sole power to dispose or to direct the disposition: 0
	Shared power to dispose or direct the disposition: 1,943,406
(2)	Deerfield Healthcare Innovations Fund
	Sole power to vote or direct the vote: 0
	Shared power to vote or direct the vote: 1,943,420
	Sole power to dispose or to direct the disposition: 0
	Shared power to dispose or direct the disposition: 1,943,420
(3)	Deerfield Private Design Fund IV
	Sole power to vote or direct the vote: 0
	Shared power to vote or direct the vote: 1,943,423
	Sole power to dispose or to direct the disposition: 0
	Shared power to dispose or direct the disposition: 1,943,423
(4)	Deerfield Mgmt III
	Sole power to vote or direct the vote: 0
	Shared power to vote or direct the vote: 1,943,406
	Sole power to dispose or to direct the disposition: 0
	Shared power to dispose or direct the disposition: 1,943,406
(5)	Deerfield Mgmt HIF
	Sole power to vote or direct the vote: 0
	Shared power to vote or direct the vote: 1,943,420
	Sole power to dispose or to direct the disposition: 0
	Shared power to dispose or direct the disposition: 1,943,420
(6)	Deerfield Mgmt IV
	Sole power to vote or direct the vote: 0
	Shared power to vote or direct the vote: 1,943,423
	Sole power to dispose or to direct the disposition: 0
	Shared power to dispose or direct the disposition: 1,943,423
(7)	Deerfield Management
	Sole power to vote or direct the vote: 0
	Shared power to vote or direct the vote: 5,836,243
	Sole power to dispose or to direct the disposition: 0
	Shared power to dispose or direct the disposition: 5,836,243

Field: Page; Sequence: 12

Field: /Page

CUSIP No. 517125100 Page 13 of 14 Pages

(8)
Sole power to vote or direct the vote: 0
Shared power to vote or direct the vote: 5,836,243
Sole power to dispose or to direct the disposition: 0
Shared power to dispose or direct the disposition: 5,836,243

James E. Flynn is the managing member of the general partner of each of Deerfield Mgmt III, Deerfield Mgmt IV, Deerfield Mgmt HIF and Deerfield Management. Deerfield Mgmt III is the general partner of Deerfield Private Design Fund III. Deerfield Mgmt HIF is the general partner of Deerfield Healthcare Innovations Fund. Deerfield Mgmt IV is the general partner of Deerfield Private Design Fund IV. Deerfield Management is the investment manager of each of Deerfield Private Design Fund III, Deerfield Healthcare Innovations Fund and Deerfield Private Design Fund IV.

(c) Except as set forth in Item 3 of this Schedule 13D, no Reporting Person has effected any transactions in the Common Stock during the past 60 days.

Field: Page; Sequence: 13

Field: /Page

CUSIP No. 517125100 Page 14 of 14 Pages

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: July 2, 2021

DEERFIELD PRIVATE DESIGN FUND III, L.P.
By:	Deerfield Mgmt III, L.P., General Partner
By:	J.E. Flynn Capital III, LLC, General Partner
By:	/s/ Jonathan Isler
Name:	Jonathan Isler
Title:	Attorney-in-Fact
DEERFIELD HEALTHCARE INNOVATIONS FUND, L.P.
By:	Deerfield Mgmt HIF, L.P., General Partner
By:	J.E. Flynn Capital HIF, LLC, General Partner
By:	/s/ Jonathan Isler
	Jonathan Isler, Attorney-In-Fact
DEERFIELD PRIVATE DESIGN FUND IV, L.P.
By:	Deerfield Mgmt IV, L.P., General Partner
By:	J.E. Flynn Capital IV, LLC, General Partner
By:	/s/ Jonathan Isler
Name:	Jonathan Isler
Title:	Attorney-in-Fact
DEERFIELD MGMT III, L.P.
By:	J.E. Flynn Capital III, LLC, General Partner
By:	/s/ Jonathan Isler
Name:	Jonathan Isler
Title:	Attorney-in-Fact

Field: Page; Sequence: 14

Field: /Page

DEERFIELD MGMT HIF, L.P.
By:	J.E. Flynn Capital HIF, LLC, General Partner
By:	/s/ Jonathan Isler
	Jonathan Isler, Attorney-in-Fact
DEERFIELD MGMT IV, L.P.
By:	J.E. Flynn Capital IV, LLC, General Partner
By:	/s/ Jonathan Isler
Name:	Jonathan Isler
Title:	Attorney-in-Fact

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