0000947871-15-000055.txt : 20150123 0000947871-15-000055.hdr.sgml : 20150123 20150123162025 ACCESSION NUMBER: 0000947871-15-000055 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20150123 DATE AS OF CHANGE: 20150123 GROUP MEMBERS: ORBIMED ADVISORS LLC GROUP MEMBERS: ORBIMED ADVISORS LTD GROUP MEMBERS: ORBIMED ASIA GP, L.P. GROUP MEMBERS: ORBIMED CAPITAL GP III LLC GROUP MEMBERS: SAMUEL D. ISALY SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: RESPONSE BIOMEDICAL CORP CENTRAL INDEX KEY: 0000806888 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-TESTING LABORATORIES [8734] IRS NUMBER: 000000000 STATE OF INCORPORATION: A1 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-81850 FILM NUMBER: 15545802 BUSINESS ADDRESS: STREET 1: 1781 - 75TH AVENUE W. CITY: VANCOUVER STATE: A1 ZIP: V6P6P2 BUSINESS PHONE: 604-456-6010 MAIL ADDRESS: STREET 1: 1781 - 75TH AVENUE W. CITY: VANCOUVER STATE: A1 ZIP: V6P6P2 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ORBIMED ADVISORS LLC CENTRAL INDEX KEY: 0001055951 IRS NUMBER: 133976876 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 601 LEXINGTON AVENUE STREET 2: 54TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (212) 739-6400 MAIL ADDRESS: STREET 1: 601 LEXINGTON AVENUE STREET 2: 54TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D/A 1 ss413485_sc13da.htm AMENDMENT NO. 7
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7)*
 
   
Response Biomedical Corp.
(Name of Issuer)
 
Common Shares, without par value
(Title of Class of Securities)
 
76123L303
(CUSIP Number)
 
OrbiMed Advisors LLC
OrbiMed Advisors Limited
OrbiMed Asia GP, L.P.
OrbiMed Capital GP III LLC
Samuel D. Isaly
601 Lexington Avenue, 54th Floor
New York, NY 10022
Telephone: (212) 739-6400
Attn: Alexander M. Cooper
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
 
December 31, 2014
(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.  o
 
Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See §240.13d-7(b) for other parties to whom copies are to be sent.
 
*
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.  76123L303
    
         
1
Names of Reporting Persons.
                 
OrbiMed Advisors LLC
2
Check the Appropriate Box if a Member of a Group (See Instructions).
(a) o
(b) o
 
 
 
3
SEC Use Only
    
    
4
Source of Funds (See Instructions)
         
N/A
5
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
   
    
o
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
                
5,438,695 (See Item 5)
9
Sole Dispositive Power
          
0
10
Shared Dispositive Power
           
5,438,695 (See Item 5)
11
Aggregate Amount Beneficially Owned by Each Reporting Person
             
5,438,695 (See Item 5)
12
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
            
             
o
13
Percent of Class Represented by Amount in Row (11)
                
44.9%  (See Item 5)*
14
Type of Reporting Person (See Instructions)
           
IA
*          This percentage is calculated based upon information provided to the Reporting Persons by the Issuer, according to which there were 9,759,560 Shares (defined below) outstanding as of December 31, 2014.
 
 
 
 
                                          
CUSIP No.  76123L303
    
         
1
Names of Reporting Persons.
                 
OrbiMed Advisors Limited
2
Check the Appropriate Box if a Member of a Group (See Instructions).
(a) o
(b) o
 
 
 
3
SEC Use Only
    
    
4
Source of Funds (See Instructions)
         
N/A
5
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
   
    
o
6
Citizenship or Place of Organization
                        
Cayman Islands
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
Sole Voting Power
          
0
8
Shared Voting Power
          
3,216,273 (See Item 5)
9
Sole Dispositive Power
          
0
10
Shared Dispositive Power
          
3,216,273 (See Item 5)
11
Aggregate Amount Beneficially Owned by Each Reporting Person
             
3,216,273 (See Item 5)
12
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
          
           
o
13
Percent of Class Represented by Amount in Row (11)
                
28.8%  (See Item 5)*
14
Type of Reporting Person (See Instructions)
           
OO
*          This percentage is calculated based upon information provided to the Reporting Persons by the Issuer, according to which there were 9,759,560 Shares (defined below) outstanding as of December 31, 2014.
 
 
 
 
                                           
CUSIP No.  76123L303
    
         
1
Names of Reporting Persons.
                 
OrbiMed Asia GP, L.P.
2
Check the Appropriate Box if a Member of a Group (See Instructions).
(a) o
(b) o
 
 
 
3
SEC Use Only
    
    
4
Source of Funds (See Instructions)
         
N/A
5
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
   
    
o
6
Citizenship or Place of Organization
                        
Cayman Islands
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
Sole Voting Power
          
0
8
Shared Voting Power
      
3,216,273 (See Item 5)
9
Sole Dispositive Power
          
0
10
Shared Dispositive Power
          
3,216,273 (See Item 5)
11
Aggregate Amount Beneficially Owned by Each Reporting Person
             
3,216,273 (See Item 5)
12
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
          
           
o
13
Percent of Class Represented by Amount in Row (11)
                
28.8%  (See Item 5)*
14
Type of Reporting Person (See Instructions)
           
OO
*          This percentage is calculated based upon information provided to the Reporting Persons by the Issuer, according to which there were 9,759,560 Shares (defined below) outstanding as of December 31, 2014.
 
 
 
 
                                           
CUSIP No.  76123L303
    
         
1
Names of Reporting Persons.
                 
OrbiMed Capital GP III LLC
2
Check the Appropriate Box if a Member of a Group (See Instructions).
(a) o
(b) o
 
 
 
3
SEC Use Only
    
    
4
Source of Funds (See Instructions)
         
N/A
5
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
   
    
o
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
      
5,387,432 (See Item 5)
9
Sole Dispositive Power
          
0
10
Shared Dispositive Power
          
5,387,432 (See Item 5)
11
Aggregate Amount Beneficially Owned by Each Reporting Person
             
5,387,432 (See Item 5)
12
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
          
           
o
13
Percent of Class Represented by Amount in Row (11)
                
44.5% (See Item 5)*
14
Type of Reporting Person (See Instructions)
           
OO
*          This percentage is calculated based upon information provided to the Reporting Persons by the Issuer, according to which there were 9,759,560 Shares (defined below) outstanding as of December 31, 2014.
 
 
 
 
                                         
CUSIP No.  76123L303
    
         
1
Names of Reporting Persons.
                 
Samuel D. Isaly
2
Check the Appropriate Box if a Member of a Group (See Instructions).
(a) o
(b) o
 
 
 
3
SEC Use Only
    
    
4
Source of Funds (See Instructions)
         
N/A
5
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 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
          
0
8
Shared Voting Power
      
5,438,695 (See Item 5)
9
Sole Dispositive Power
          
0
10
Shared Dispositive Power
          
5,438,695 (See Item 5)
11
Aggregate Amount Beneficially Owned by Each Reporting Person
             
5,438,695 (See Item 5)
12
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
          
           
o
13
Percent of Class Represented by Amount in Row (11)
                
44.9%  (See Item 5)*
14
Type of Reporting Person (See Instructions)
           
IN
*          This percentage is calculated based upon information provided to the Reporting Persons by the Issuer, according to which there were 9,759,560 Shares (defined below) outstanding as of December 31, 2014.
 
 
 
 
                     
Item 1.  Security and Issuer
 
This Amendment No. 7 (“Amendment No. 7”) to Schedule 13D supplements and amends the Statement on Schedule 13D of OrbiMed Advisors LLC, OrbiMed Advisors Limited, OrbiMed Asia GP, L.P., OrbiMed Capital GP III LLC and Samuel D. Isaly originally filed on August 9, 2010, as amended by Amendment No. 1 to Schedule 13D filed on October 4, 2010, Amendment No. 2 to Schedule 13D filed on October 22, 2010, Amendment No. 3 to Schedule 13D filed on January 11, 2011, Amendment No. 4 to Schedule 13D filed on November 23, 2011, Amendment No. 5 to Schedule 13D filed on January 9, 2012, and Amendment No. 6 to Schedule 13D filed on November 12, 2013 (as amended, the “Schedule 13D”), and relating to the common shares, without par value (the “Shares”), of Response Biomedical Corp., a corporation continued under the laws of the Province of British Columbia (the “Issuer”), having its principal executive offices located at 1781 — 75th Avenue W., Vancouver, BC, V6P 6P2 Canada.
 
On December 12, 2014, the Issuer announced the closing of a non-brokered private placement (the “Private Placement”) for 1,800,000 Shares at a price of $1.21 per Share (the “Share Issuance”).  As a result of the Share Issuance, the Issuer’s total number of outstanding Shares increased to 9,759,560 (the “Outstanding Share Increase”).  The Reporting Persons did not participate in, or acquire or dispose of any Shares in the Share Issuance.  As a result of the Share Issuance (and more specifically, the Outstanding Share Increase), the percentage of outstanding Shares that the Reporting Persons may be deemed to be the beneficial owner of was reduced by more than one percent of the Issuer’s Shares outstanding after completion of the Share Issuance.
 
Item 2. Identity and Background
 
(a) This Schedule 13D is being filed by OrbiMed Advisors LLC (“OrbiMed Advisors”), OrbiMed Advisors Limited (“OrbiMed Limited”), OrbiMed Asia GP, LP (“OrbiMed Asia”), OrbiMed Capital GP III LLC (“OrbiMed Capital”) and Samuel D. Isaly (“Isaly”) (collectively, the “Reporting Persons”).
 
(b) — (c) OrbiMed Advisors, a limited liability company organized under the laws of Delaware and a registered investment adviser under the Investment Advisers Act of 1940, as amended, is the managing member or general partner of certain entities as more particularly described in Item 6 below.  OrbiMed Advisors has its principal offices at 601 Lexington Avenue, 54th Floor, New York, New York 10022.
 
OrbiMed Limited, a corporation organized under the laws of the Cayman Islands, is the general partner of a limited partnership as more particularly described in Item 6 below.  OrbiMed Limited has its principal offices at 601 Lexington Avenue, 54th Floor, New York, New York 10022.
 
OrbiMed Asia, a limited partnership organized under the laws of the Cayman Islands, is the general partner of a limited partnership as more particularly described in Item 6 below.  OrbiMed Asia has its principal offices at 601 Lexington Avenue, 54th Floor, New York, New York 10022.
 
OrbiMed Capital, a limited liability company organized under the laws of Delaware, is the general partner of a limited partnership as more particularly described in Item 6 below.  OrbiMed Capital has its principal offices at 601 Lexington Avenue, 54th Floor, New York, New York 10022.
 
Isaly, a natural person, owns a controlling interest in OrbiMed Advisors.  Isaly has his principal business 601 Lexington Avenue, 54th Floor, New York, New York 10022.
 
The directors and executive officers of OrbiMed Advisors, OrbiMed Limited, OrbiMed Asia and OrbiMed Capital are set forth on Schedules I, II, III and IV, respectively, attached hereto.  Schedules I, II, III and IV set forth the following information with respect to each such person:
 
(i)           name;
 
 
 
 
                
(ii)           business address;
 
(iii)           present principal occupation of employment and the name, principal business and address of any corporation or other organization in which such employment is conducted; and
 
(iv)           citizenship.
 
(d) — (e) During the last five years, neither the Reporting Persons nor any Person named in Schedules I through IV has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
 
(f) Isaly is a citizen of the United States.
 
Item 3.  Source and Amount of Funds or Other Consideration
 
Not applicable.  As described more fully in Item 1 above, the event giving rise to the obligation of the Reporting Persons to file this Schedule 13D did not involve any transactions effected by one or more Reporting Persons with respect to the Shares.
 
Item 4.  Purpose of Transaction
 
Not applicable.  As described more fully in Item 1 above the events giving rise to the obligation of the Reporting Persons to file this Schedule 13D did not involve any transactions effected by one or more Reporting Persons with respect to the Shares.
 
The Reporting Persons from time to time intend to review their investment in the Issuer on the basis of various factors, including the Issuer’s business, financial condition, results of operations and prospects, general economic and industry conditions, the securities markets in general and those for the Issuer’s Shares in particular, as well as other developments and other investment opportunities.  Based upon such review, the Reporting Persons will take such actions in the future as the Reporting Persons may deem appropriate in light of the circumstances existing from time to time.  If the Reporting Persons believe that further investment in the Issuer is attractive, whether because of the market price of Shares or otherwise, they may acquire Shares or other securities of the Issuer either in the open market or in privately negotiated transactions.  Similarly, depending on market and other factors, the Reporting Persons may determine to dispose of some or all of the Shares currently owned by the Reporting Persons or otherwise acquired by the Reporting Persons either in the open market or in privately negotiated transactions.
 
Except as set forth in this Schedule 13D, the Reporting Persons have not formulated any plans or proposals which relate to or would result in:  (a) the acquisition by any person of additional securities of the Issuer or the disposition of securities of the Issuer, (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries, (c) a sale or transfer of a material amount of the assets of the Issuer or any of its subsidiaries, (d) any change in the present Board of Directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board, (e) any material change in the Issuer’s capitalization or dividend policy of the Issuer, (f) any other material change in the Issuer’s business or corporate structure, (g) any change in the Issuer’s charter or bylaws or other instrument corresponding thereto or other action which may impede the acquisition of control of the Issuer by any person, (h) causing a class of the Issuer’s securities to be deregistered or delisted from a national securities exchange or to cease to be authorized to be quoted in an inter dealer quotation system of a registered national securities association, (i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act or (j) any action similar to any of those enumerated above.
 
 
 
 
                     
Item 5.  Interest in Securities of the Issuer
 
(a) — (b) The following disclosure assumes that there are 9,759,560 Shares outstanding, which includes 1,800,000 Shares sold in the Private Placement and as confirmed by the Issuer.
         
As of the date of this filing, OrbiMed Asia Partners, L.P. (“OAP”), a limited partnership organized under the laws of the Cayman Islands, holds 1,818,677 Shares and 1,397,596 warrants to purchase Shares (“Warrants”) constituting approximately 28.8% of the issued and outstanding Shares plus the Warrants held by OAP.  OrbiMed Asia is the sole general partner of OAP pursuant to the terms of the limited partnership agreement of OAP and OrbiMed Limited is the sole general partner of OrbiMed Asia pursuant to the terms of the limited partnership agreement of OrbiMed Asia.  As a result, OrbiMed Asia and OrbiMed Limited share the power to direct the vote and disposition of the Shares held by OAP, and both OrbiMed Asia and OrbiMed Limited may be deemed directly or indirectly, including by reason of their mutual affiliation, to be the beneficial owners of the Shares held by OAP.  OrbiMed Limited exercises this investment power through an investment committee (the “Committee”) comprised of Isaly, Carl L. Gordon, David G. Wang, Jonathan J. Wang and Sunny Sharma, each of whom disclaims beneficial ownership of the Shares held by OAP.
 
As of the date of this filing, OrbiMed Private Investments III, LP (“OPI III”), a limited partnership organized under the laws of Delaware, holds 3,047,927 Shares and 2,339,505 Warrants constituting approximately 44.5% of the issued and outstanding Shares plus the Warrants held by OPI III.  OrbiMed Capital is the sole general partner of OPI III, pursuant to the terms of the limited partnership agreement of OPI III, and OrbiMed Advisors is the sole managing member of OrbiMed Capital, pursuant to the terms of the limited liability company agreement of OrbiMed Capital.  Isaly owns a controlling interest in OrbiMed Advisors pursuant to the terms of its limited liability company agreement.  As a result, Isaly, OrbiMed Advisors and OrbiMed Capital share power to direct the vote and disposition of the Shares held by OPI III and may be deemed directly or indirectly, including by reason of their mutual affiliation, to be the beneficial owners of the Shares held by OPI III. 
 
As of the date of this filing, OrbiMed Associates III, LP (“OrbiMed Associates”), a limited partnership organized under the laws of Delaware, holds 28,997 Shares and 22,266 Warrants constituting approximately 0.5% of the issued and outstanding Shares plus the Warrants held by OrbiMed Associates.  OrbiMed Advisors is the sole general partner of OrbiMed Associates, pursuant to the terms of the limited partnership agreement of OrbiMed Associates, and Isaly owns a controlling interest in OrbiMed Advisors pursuant to the terms of its limited liability company agreement.  As a result, Isaly and OrbiMed Advisors share power to direct the vote and disposition of the Shares held by OrbiMed Associates and may be deemed directly or indirectly, including by reason of their mutual affiliation, to be the beneficial owners of the Shares held by OrbiMed Associates.
            
(c) Except as disclosed in Item 3, none of the Reporting Persons has effected any transaction during the past sixty (60) days in any Shares.
 
(d) Not applicable.
 
(e) Not applicable.
 
Item 6.  Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
 
In addition to the relationships between the Reporting Persons described in Item 5 above, OrbiMed Capital is the sole general partner of OPI III, pursuant to the terms of the limited partnership agreement of OPI III.  Pursuant to this agreement and relationship, OrbiMed Capital has discretionary investment management authority with respect to the assets of OPI III.  Such authority includes the power to vote and otherwise dispose of securities held by OPI III.  The number of outstanding Shares of the Issuer attributable to OPI III is 5,387,432.  OrbiMed Capital, pursuant to its authority under the limited partnership agreement of OPI III, may be considered to hold indirectly 5,387,432 Shares.
 
 
 
 
                 
     OrbiMed Advisors is the sole managing member of OrbiMed Capital, pursuant to the terms of the limited liability company agreement of OrbiMed Capital.  Pursuant to these agreements and relationships, OrbiMed Advisors and OrbiMed Capital have discretionary investment management authority with respect to the assets of OPI III.  Such authority includes the power of OrbiMed Capital to vote and otherwise dispose of securities held by OPI III.  The number of outstanding Shares attributable to OPI III is 5,387,432 Shares. OrbiMed Advisors is also the general partner of OrbiMed Associates, pursuant to the terms of the limited partnership agreement of OrbiMed Associates.  Pursuant to this agreement and relationship, OrbiMed Advisors has discretionary investment management authority with respect to the assets of OrbiMed Associates.  Such authority includes the power to vote and otherwise dispose of securities held by OrbiMed Associates.  The number of outstanding Shares of Issuer attributable to OrbiMed Associates is 51,263.  OrbiMed Advisors, pursuant to its authority under its limited partnership agreement with OrbiMed Associates, may be considered to hold indirectly 51,263 Shares.
 
     OrbiMed Asia is the sole general partner of OAP pursuant to the terms of the limited partnership agreement of OAP.  OrbiMed Limited is the sole general partner of OrbiMed Asia pursuant to the terms of the limited partnership agreement of OrbiMed Asia.  OrbiMed Limited established the Committee by written resolutions adopted on July 28, 2010.  Pursuant to these agreements, resolutions and relationships, OrbiMed Asia has discretionary investment management authority with respect to the assets of OAP and such discretionary investment management authority is exercised through OrbiMed Limited by action of the Committee. Such authority includes the power to vote and otherwise dispose of securities held by OAP.  The number of outstanding Shares of the Issuer attributable to OAP is 3,216,273.  OrbiMed Asia, as the general partner of OAP, may be considered to hold indirectly 3,216,273 Shares, and OrbiMed Limited, as the general partner of OrbiMed Asia, may be considered to hold indirectly 3,216,273 Shares.
 
     Peter Thompson, David G. Wang, and Jonathan J. Wang, employees of OrbiMed Advisors, are members of the Issuer’s Board and, accordingly, the Reporting Persons may have the ability to effect and influence control of the Issuer.
 
     Other than the agreements and the relationships mentioned above, to the best knowledge of the Reporting Persons, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any persons with respect to any securities of the Issuer, including, but not limited to, transfer or voting of any of the Shares, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving of withholding of proxies.
 
Item 7.  Material to Be Filed as Exhibits
 
Exhibit
  
Title
N
  
Joint Filing Agreement, dated as of January 23, 2015, by and among OrbiMed Advisors LLC, OrbiMed Advisors Limited, OrbiMed Asia GP, L.P., OrbiMed Capital GP III LLC and Samuel D. Isaly.
 
 
 
 
 
              
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.

Dated: January 23, 2015
ORBIMED ADVISORS LLC
  
 
a Delaware limited liability company
  
       
 
By:
     /s/Samuel D. Isaly
  
   
Samuel D. Isaly
  
   
Managing Member
  
       
 
ORBIMED ADVISORS LIMITED
  
 
a Cayman Islands corporation
  
       
 
By:
     /s/Samuel D. Isaly
  
   
Samuel D. Isaly
  
   
Director
  
       
 
ORBIMED ASIA GP, L.P.
  
 
a Cayman Islands limited partnership
  
       
 
By:
ORBIMED ADVISORS LIMITED, its general partner
  
       
 
By:
     /s/Samuel D. Isaly
  
   
Samuel D. Isaly
  
   
Director
  
       
 
ORBIMED CAPITAL GP III LLC
  
 
a Delaware limited liability company
  
       
 
By:
ORBIMED ADVISORS LLC, its managing member
  
       
 
By:
     /s/Samuel D. Isaly
  
   
Samuel D. Isaly
  
   
Managing Member
  
   
 
  
 
SAMUEL D. ISALY
  
       
 
By:
     /s/Samuel D. Isaly
  
   
Samuel D. Isaly
  
 
 
 
 
 
           
SCHEDULE I
 
 
The names and present principal occupations of each of the executive officers and directors of OrbiMed Advisors LLC are set forth below. Unless otherwise noted, each of these persons is a United States citizen and has a business address of 601 Lexington Avenue, 54th Floor, New York, NY 10022.

Name
Position with Reporting Person
Principal Occupation
     
Samuel D. Isaly
Managing Member
Managing Member
OrbiMed Advisors LLC
     
Carl L. Gordon
Member
Member
OrbiMed Advisor, LLC
     
Sven H. Borho
German and Swedish Citizen
Member
Member
OrbiMed Advisors LLC
     
Jonathan T. Silverstein
Member
Member
OrbiMed Advisors LLC
     
W. Carter Neild
Member
Member
OrbiMed Advisors LLC
     
Geoffrey C. Hsu
Member
Member
OrbiMed Advisors LLC
     
Evan D. Sotiriou
Chief Financial Officer
Chief Financial Officer
OrbiMed Advisors LLC
 
 
 
 
 
 
 
 
 
               
SCHEDULE II 
 
The names and present principal occupations of each of the executive officers and directors of OrbiMed Advisors Limited are set forth below. Unless otherwise noted, each of these persons is a United States citizen and has a business address of 601 Lexington Avenue, 54th Floor, New York, NY 10022.

Name
Position with Reporting Person
Principal Occupation
     
Samuel D. Isaly
Director
Director
OrbiMed Advisors Limited
     
Carl L. Gordon
Director
Director
OrbiMed Advisors Limited
     
Sven H. Borho
German and Swedish Citizen
Director
Director
OrbiMed Advisors Limited
     
Jonathan T. Silverstein
Director
Director
OrbiMed Advisors Limited
     
W. Carter Neild
Director
Director
OrbiMed Advisors Limited
     
Geoffrey C. Hsu
Director
Director
OrbiMed Advisors Limited
     
Jonathan J. Wang
Director
Director
OrbiMed Advisors Limited
     
Sunny Sharma
Director
Director
OrbiMed Advisors Limited
     
David G. Wang
Director
Director
OrbiMed Advisors Limited
     
Alexander M. Cooper
Director
Director
OrbiMed Advisors Limited


SCHEDULE III
           
The business and operations of OrbiMed Asia GP, L.P. are managed by the executive officers and directors of its sole general partner, OrbiMed Advisors Limited, set forth on Schedule II attached hereto.
         
              
            
SCHEDULE IV
        
The business and operations of OrbiMed Capital GP III LLC are managed by the executive officers and directors of its managing member, OrbiMed Advisors LLC, set forth in Schedule I attached hereto.
 
 
 
EX-99.N 2 ss413485_ex99n.htm JOINT FILING AGREEMENT
                
Exhibit N
       
JOINT FILING AGREEMENT
             
The undersigned hereby agree that the Statement on Schedule 13D, dated August 9, 2010, as amended by Amendment No. 1 to Schedule 13D originally filed on October 4, 2010, Amendment No. 2 to Schedule 13D originally filed on October 22, 2010, Amendment No. 3 to Schedule 13D originally filed on January 13, 2011, Amendment No. 4 to Schedule 13D originally filed on November 23, 2011, Amendment No. 5 to Schedule 13D originally filed on January 9, 2012, and Amendment No. 6 to Schedule 13D filed on November 12, 2013 (as amended, the “Schedule 13D”), and this Amendment No. 7 to Schedule 13D, dated January 23, 2015 (“Amendment No. 7”) (including any subsequent amendments, restatements, supplements, and/or exhibits thereto) with respect to the common shares, without par value, of Response Biomedical Corp. was and is filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and that this Agreement shall be included as an Exhibit to Amendment No. 7.  Each of the undersigned agrees to be responsible for the timely filing of Amendment No. 7, and for the completeness and accuracy of the information concerning itself contained therein.  This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

 
Dated:  January 23, 2015
ORBIMED ADVISORS LLC
  
 
a Delaware limited liability company
  
       
 
By:
/s/ SAMUEL D. ISALY
  
   
Samuel D. Isaly
  
   
Managing Member
  
       
 
ORBIMED ADVISORS LIMITED
  
 
a Cayman Islands corporation
  
       
 
By:
/s/ SAMUEL D. ISALY
  
   
Samuel D. Isaly
  
   
Director
  
       
 
ORBIMED ASIA GP, L.P.
  
 
a Cayman Islands limited partnership
  
       
 
By:
ORBIMED ADVISORS LIMITED, its general partner
  
       
 
By:
/s/ SAMUEL D. ISALY
  
   
Samuel D. Isaly
  
   
Director
  
       
 
ORBIMED CAPITAL GP III LLC
  
 
a Delaware limited liability company
  
       
 
By:
ORBIMED ADVISORS LLC, its managing member
  
       
 
By:
/s/ SAMUEL D. ISALY
  
   
Samuel D. Isaly
  
   
Managing Member
  
       
 
SAMUEL D. ISALY
  
       
 
By:
/s/ SAMUEL D. ISALY
  
   
Samuel D. Isaly