Neurogene Inc. — Director's Dealing 2017

May 9, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AQUINOX PHARMACEUTICALS, INC (AQXP)
CIK: 0001404644
Period of Report: 2017-05-08

Reporting Person: BAKER BROS. ADVISORS LP (Director, 10% Owner)
Reporting Person: 667, L.P. (Director, 10% Owner)
Reporting Person: BAKER FELIX (Director, 10% Owner)
Reporting Person: BAKER JULIAN (Director, 10% Owner)
Reporting Person: Baker Bros. Advisors (GP) LLC (Director, 10% Owner)
Reporting Person: Baker Brothers Life Sciences LP (Director, 10% Owner)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-05-08	Non-Qualified Stock Option (right to buy)	$13.74	A	36000	Acquired	2027-05-07	Common Stock (36000)	Indirect

Footnotes

F1: 18,000 non-qualified stock options ("Stock Options") exercisable solely for common shares of Aquinox Pharmaceuticals, Inc. (the "Issuer") were granted to Dr. Kelvin M. Neu and 18,000 Stock Options were granted to Dr. Richard S. Levy, employees of Baker Bros. Advisors LP (the "Adviser"). The Stock Options granted pursuant to the Issuer's 2014 Equity Incentive Plan have a strike price of $13.74 per share and vest in equal annual installments over three years.

F2: Dr. Kelvin M. Neu and Dr. Richard S. Levy serve on the Issuer's Board of Directors (the "Board") as representatives of 667, L.P. ("667") and Baker Brothers Life Sciences, L.P. ("Life Sciences", and together with 667, the "Funds" and their affiliates). Pursuant to the policies of the Adviser, Dr. Kelvin M. Neu and Dr. Richard S. Levy do not have any right to any of the Issuer's securities issued as part of their service on the Board and the Funds are entitled to receive all the pecuniary interest in the securities issued. The Funds each own an indirect proportionate pecuniary interest in the Stock Options. Solely as a result of Felix J. Baker's and Julian C. Baker's ownership interest in the general partners of the general partners of the Funds, Felix J. Baker and Julian C. Baker may be deemed to have an indirect pecuniary interest in the Stock Options (i.e. no direct pecuniary interest).

F3: Baker Bros. Advisors LP (the "Adviser") serves as the Investment Adviser to the Funds. In connection with the services provided by the Adviser, the Adviser receives an asset-based management fee that does not confer any pecuniary interest in the securities held by the Funds. Baker Bros. Advisors (GP) LLC (the "Adviser GP") is the Adviser's sole general partner. Julian C. Baker and Felix J. Baker are principals of the Adviser GP. The Adviser has complete and unlimited discretion and authority with respect to the investment and voting power of the securities held by the Funds. The general partners of the Funds relinquished to the Adviser all discretion and authority with respect to the investment and voting power of the securities held by the Funds. Julian C. Baker, Felix J. Baker, the Adviser GP and the Adviser disclaim beneficial ownership of the securities held directly by the Funds except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that any of Julian C. Baker, Felix J. Baker, the Adviser GP or the Adviser is a beneficial owner of such securities for purposes of Section 16 or any other purpose.