Unassociated Document

0001144204-12-001915.txt : 20120111 0001144204-12-001915.hdr.sgml : 20120111 20120111172820 ACCESSION NUMBER: 0001144204-12-001915 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20120111 DATE AS OF CHANGE: 20120111 GROUP MEMBERS: FELIX J. BAKER SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SYNAGEVA BIOPHARMA CORP CENTRAL INDEX KEY: 0000911326 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 561808663 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-52299 FILM NUMBER: 12522732 BUSINESS ADDRESS: STREET 1: 128 SPRING STREET STREET 2: SUITE 520 CITY: LEXINGTON STATE: MA ZIP: 02421 BUSINESS PHONE: (781) 357-9900 MAIL ADDRESS: STREET 1: 128 SPRING STREET STREET 2: SUITE 520 CITY: LEXINGTON STATE: MA ZIP: 02421 FORMER COMPANY: FORMER CONFORMED NAME: TRIMERIS INC DATE OF NAME CHANGE: 19970516 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BAKER JULIAN CENTRAL INDEX KEY: 0001087939 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: BAKER BROTHERS ADVISORS STREET 2: 667 MADISON AVENUE, 21ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10065 SC 13D/A 1 v245250_sc13da.htm SC 13D/A Unassociated Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Amendment No. 3)*

Under the Securities Exchange Act of 1934

Synageva BioPharma Corp.

(Name of Issuer)

Common Stock, par value $.001 per share

(Title of Class of Securities)

896263100

(CUSIP Number)

Leo Kirby

667 Madison Avenue, 21st Floor

New York, NY 10065

(212) 339-5633

(Name, Address and Telephone Number of Person Authorized to

Receive Notices and Communications)

January 3, 2012

(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 Rule 13d-7 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.

896263100


1	NAMES OF REPORTING PERSONS Julian C. Baker


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) ¨
	(b) ¨

3	SEC USE ONLY



4	SOURCE OF FUNDS (SEE INSTRUCTIONS)

	00

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

		7	SOLE VOTING POWER
NUMBER OF			7,642,544(1)

SHARES
		8	SHARED VOTING POWER
BENEFICIALLY

OWNED BY
EACH		9	SOLE DISPOSITIVE POWER
REPORTING			7,642,544(1)

PERSON
		10	SHARED DISPOSITIVE POWER
WITH


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	7,642,544(1)

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	¨

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	36.1% (1)(2)

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	IN

(1) Includes 21,000 shares of common stock underlying options issued to Julian C. Baker. See Item 5 of this Amendment No. 3 for a detailed explanation of the shares of beneficial ownership and percentage ownership of the Reporting Persons.

(2) Based on 21,155,956 shares of the Issuer’s common stock outstanding, as disclosed in the Issuer’s prospectus supplement filed with the SEC on January 5, 2012, which includes the 3,574,266 shares of the Issuer’s common stock issued pursuant to the prospectus supplement as disclosed in the Issuer’s Current Report on Form 8-K filed with the SEC on January 10, 2012. Assumes the exercise of options to purchase 21,000 shares of common stock issued to Julian C. Baker.

CUSIP No.

896263100


1	NAMES OF REPORTING PERSONS Felix J. Baker


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) ¨
	(b) ¨

3	SEC USE ONLY



4	SOURCE OF FUNDS (SEE INSTRUCTIONS)

	OO

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

		7	SOLE VOTING POWER
NUMBER OF			7,645,093(1)

SHARES
		8	SHARED VOTING POWER
BENEFICIALLY

OWNED BY
EACH		9	SOLE DISPOSITIVE POWER
REPORTING			7,645,093(1)

PERSON
		10	SHARED DISPOSITIVE POWER
WITH


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	7,645,093(1)

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	¨

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	36.1% (1)(2)

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	IN

(1) Includes 23,669 shares of common stock underlying options issued to Felix J. Baker. See Item 5 of this Amendment No. 3 for a detailed explanation of the shares of beneficial ownership and percentage ownership of the Reporting Persons.

(2) Based on 21,155,956 shares of the Issuer’s common stock outstanding, as disclosed in the Issuer’s prospectus supplement filed with the SEC on January 5, 2012, which includes the 3,574,266 shares of the Issuer’s common stock issued pursuant to the prospectus supplement as disclosed in the Issuer’s Current Report on Form 8-K filed with the SEC on January 10, 2012. Assumes the exercise of options to purchase 23,669 shares of common stock issued to Felix J. Baker.

Amendment No. 3 to Schedule 13D

This Amendment No. 3 amends and supplements the Schedule 13D (the “Schedule 13D”) filed on behalf of Julian C. Baker and Felix J. Baker (collectively, the “Reporting Persons”) with the Securities and Exchange Commission (the “SEC”) on April 27, 2004, as amended by Amendment No. 1 filed on June 17, 2011 and Amendment No. 2 filed on November 9, 2011. Except as specifically provided herein, this Amendment No. 3 supplements, but does not modify any of the disclosure previously reported in the Schedule 13D and the amendment referenced above. Each capitalized term used but not defined herein has the meaning ascribed to such term in the Schedule 13D, as amended.

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

The information set forth in Items 4 and 5 hereof is hereby incorporated by reference into this Item 3.

Item 4. Purpose of the Transaction.

On December 20, 2011, the Issuer issued 15,000 options to purchase common stock to Felix J. Baker, as director compensation, with an exercise price of $23 per share, with 1/36 of the options vesting and becoming exercisable on December 2, 2011, and 1/36 of the options vesting and becoming exercisable monthly thereafter.

Pursuant to the Offering (as defined in Item 6 below), Baker Brothers Life Sciences, L.P, 667, L.P. and 14159, L.P. each purchased 1,077,225, 187,576, and 29,089 shares of the Issuer’s common stock respectively at the offering price of $25.18 per share, totaling 1,293,890 shares in the aggregate. Each of Baker Brothers Life Sciences, L.P., 667, L.P. and 14159, L.P. purchased the shares of the Issuer’s commons stock with their working capital.

Item 5. Interest in Securities of the Issuer.

Items 7 through 11 and 13 of each of the cover pages of this Amendment No. 3 are incorporated herein by reference. Such information is based upon 21,155,956 shares of Synageva BioPharma Corp.’s (the “Issuer”) common stock outstanding, as disclosed in the Issuer’s prospectus supplement filed with the SEC on January 5, 2012, which includes the 3,574,266 shares of the Issuer’s common stock issued pursuant to the prospectus supplement as disclosed in the Issuer’s Current Report on Form 8-K filed with the SEC on January 10, 2012.

The information set forth in Items 4 and 6 hereof is hereby incorporated by reference into this Item 5.

Set forth in the table below is the aggregate number of shares of common stock of the Issuer beneficially held, including shares that may be acquired upon exercise of certain options as of the date hereof by each of the following, together with the percentage of outstanding shares of common stock that such number represents based upon 21,155,956 shares of the Issuer’s common stock outstanding, as disclosed in the Issuer’s prospectus supplement filed with the SEC on January 5, 2012, which includes the 3,574,266 shares of the Issuer’s common stock issued pursuant to the prospectus supplement as disclosed in the Issuer’s Current Report on Form 8-K filed with the SEC on January 10, 2012.

Name	Number of Shares		Percent of Class Outstanding
Baker/Tisch Investments, L.P.		206,800		1.0	%
Baker Bros. Investments, L.P.		165,213		0.8	%
Baker Bros. Investments II, L.P.		55,479		0.3	%
667, L.P.		1,736,065		7.3	%
14159, L.P.		135,739		0.5	%
Baker Biotech Fund II (A), L.P.		100,490		0.5	%
Baker Brothers Life Sciences, L.P.		5,077,676		18.9	%
FBB Associates		143,462		0.7	%
Julian C. Baker		7,642,544		36.1	%
Felix J. Baker		7,645,093		36.1	%

Total		7,666,713		36.2	%

By virtue of their ownership of entities that have the power to control the investment decisions of the limited partnerships and general partnership listed in the table above (the “Controlled Entities”), the Reporting Persons may each be deemed to be beneficial owners of shares of common stock owned by such entities and may be deemed to have power to vote or direct the vote and to dispose or direct the disposition of such securities. The Reporting Persons disclaim beneficial ownership of any of the Issuer’s securities as to which this Amendment No. 3 relates, and this Amendment No. 3 shall not be deemed an admission that either of the Reporting Persons is the beneficial owner of such securities for purposes of Section 13(d) or for any other purposes.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to the Securities.

Lock-Up Agreement

On January 5, 2012, the Issuer entered into an underwriting agreement (the “Underwriting Agreement”) with Morgan Stanley & Co. LLC and J.P. Morgan Securities LLC as representatives of the several underwriters listed on Schedule I thereto (the “Underwriters”), related to a public offering (the “Offering”) of 3,108,057 shares of the Issuer’s common stock at a price to the public of $25.18 per share pursuant to a registration statement on Form S-3 (the “Registration Statement”) and a related prospectus supplement. In addition, the Issuer granted the Underwriters an option exercisable for 30 days from the date of the Underwriting Agreement to purchase, at the public offering price less any underwriting discounts and commissions, up to an additional 466,209 shares of common stock to cover overallotments, if any. According to the Issuer’s Current Report on Form 8-K filed with the SEC on January 10, 2012, the Underwriters opted to purchase the additional 466,209 shares of common stock pursuant to the option.

In connection with the Underwriting Agreement, Felix J. Baker and the Underwriters entered into a separate Lock-up Agreement, dated January 4, 2012 (the “Lock-Up Agreement”). Pursuant to the Lock-Up Agreement, Felix J. Baker agreed that, without the prior written consent of the Underwriters, he will not, during the period commencing on January 4, 2012, and ending 90 days after the date of the final prospectus supplement related to the Offering, (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of common stock owned by him or any other securities so owned convertible into or exercisable or exchangeable for common stock or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the common stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of common stock or such other securities, in cash or otherwise. For purposes of the Lock-Up Agreement, “owned” shall mean common stock in which Felix J. Baker has a direct pecuniary interest, expressly excluding common stock owned by 14159, L.P., 667, L.P., Baker Biotech Fund II(A), L.P., Baker Bros. Investments, L.P., Baker Brothers Investments II, L.P., Baker Brothers Life Sciences, L.P. and Baker/Tisch Investments, L.P.

Registration Rights Waiver

Also in connection with the Underwriting Agreement, on January 3, 2012, 14159, L.P., 667, L.P., Baker Bros. Investments, L.P., Baker Bros. Investments II, L.P., Baker Brothers Life Sciences, L.P., Baker/Tisch Investments, L.P., FBB Associates, Andrew H. Tisch, Daniel R. Tisch, James S. Tisch and New Leaf Ventures II, L.P. executed a letter agreement (the “Registration Rights Waiver”) with the Issuer waiving certain rights under the Amended and Restated Rights Agreement (the “Registration Rights Agreement”), dated as of April 1, 2009, among the Issuer and the investors named on Schedule 1.1. thereto. The signatories to Registration Rights Waiver agreed to waive the rights of holders of Registrable Shares (as defined in the Registration Rights Agreement) under Section 7 of the Registration Rights Agreement, including (but not limited to) (i) the right to receive timely notice of the filing of the Registration Statement and (ii) the right to include any Registrable Shares in the Registration Statement.

The summaries of the Lock-Up Agreement and the Registration Rights Waiver in this Schedule 13D do not purport to be complete and are qualified by reference to such agreements, which are filed as Exhibits A and B to this Amendment No. 3, the terms of which are incorporated herein by reference.

Item 7. Material to be Filed as Exhibits

The information set forth in the Exhibit Index is incorporated herein by reference.

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.

Date: January 11, 2012

	By:
		Julian C. Baker

	By:
		Felix J. Baker

EXHIBIT INDEX

Exhibit		Description

A.		Lock-Up Agreement, dated January 4, 2012, by and among Felix Baker and Morgan Stanley & Co. LLC and J.P. Morgan Securities LLC as representatives of the several underwriters listed on Schedule I of the Underwriting Agreement, dated January 5, 2012.

B.		Registration Rights Waiver, dated January 3, 2012, by and among Synageva BioPharma Corp., 14159, L.P., 667, L.P., Baker Bros. Investments, L.P., Baker Bros. Investments II, L.P., Baker Brothers Life Sciences, L.P., Baker/Tisch Investments, L.P., FBB Associates, Andrew H. Tisch, Daniel R. Tisch, James S. Tisch, Thomas J. Tisch, and New Leaf Ventures II, L.P.

C.		Joint Filing Agreement, dated April 27, 2004, as required by Rule 13d-1(k) under the Exchange Act (incorporated herein by reference to Exhibit 2 to the Schedule 13D filed by the Reporting Persons with the Securities and Exchange Commission on April 27, 2004).

EX-1 2 v245250_exa.htm EXHIBIT 1

January 4, 2012

Morgan Stanley & Co. LLC

J.P. Morgan Securities LLC

c/o Morgan Stanley & Co. LLC

1585 Broadway

New York, NY 10036

Ladies and Gentlemen:

The undersigned understands that Morgan Stanley & Co. LLC (“Morgan Stanley”) and J.P. Morgan Securities LLC (“J.P. Morgan”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Synageva BioPharma Corp., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters, including Morgan Stanley and J.P. Morgan (the “Underwriters”), of shares (the “Shares”) of the Company’s common stock, $0.001 par value per share (the “Common Stock”).

To induce the Underwriters that may participate in the Public Offering to continue their efforts in connection with the Public Offering, the undersigned hereby agrees that, without the prior written consent of Morgan Stanley and J.P. Morgan on behalf of the Underwriters, it will not, during the period commencing on the date hereof and ending 90 days after the date of the final prospectus supplement relating to the Public Offering (the “Prospectus”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock owned by the undersigned or any other securities so owned convertible into or exercisable or exchangeable for Common Stock or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to, (a) transfers of shares of Common Stock or any security convertible into Common Stock as a bona fide gift, (b) distributions of shares of Common Stock or any security convertible into Common Stock to limited partners or stockholders of the undersigned, (c) transfers of shares of Common Stock or any security convertible into Common Stock to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned, provided that any such transfer shall not involve a disposition for value or (d) transfers of Common Stock pursuant to a trading plan established pursuant to Rule 10b5-l under the Exchange Act prior to the date hereof; provided that in the case of any transfer or distribution pursuant to clauses (a), (b) or (c), (i) each donee, distributee or trustee shall sign and deliver a lock-up letter substantially in the form of this letter and (ii) no filing under Section 16(a) of the Exchange Act, reporting a reduction in beneficial ownership of shares of Common Stock, shall be required or shall be voluntarily made during the restricted period referred to in the foregoing sentence. For purposes of this Lock-Up Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin, and “owned” shall mean Common Stock in which the undersigned has a direct pecuniary interest, expressly excluding Common Stock owned by 14159, L.P., 667, L.P., Baker Biotech Fund II(A), L.P., Baker Bros. Investments, L.P., Baker Brothers Investments II, L.P., Baker Brothers Life Sciences, L.P. and Baker/Tisch Investments, L.P. In addition, the undersigned agrees that, without the prior written consent of Morgan Stanley and J.P. Morgan on behalf of the Underwriters, it will not, during the period commencing on the date hereof and ending 90 days after the date of the Prospectus, make any demand for or exercise any right with respect to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the undersigned’s shares of Common Stock except in compliance with the foregoing restrictions.

If:

(1) during the last 17 days of the restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs; or

(2) prior to the expiration of the restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the restricted period;

the restrictions imposed by this agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.

The undersigned shall not engage in any transaction that may be restricted by this agreement during the 34-day period beginning on the last day of the initial restricted period unless the undersigned requests and receives prior written confirmation from the Company or Morgan Stanley and J.P. Morgan that the restrictions imposed by this agreement have expired.

The undersigned understands that the Company and the Underwriters are relying upon this agreement in proceeding toward consummation of the Public Offering. The undersigned further understands that this agreement is irrevocable and shall be binding upon the undersigned’s heirs, legal representatives, successors and assigns.

Whether or not the Public Offering actually occurs depends on a number of factors, including market conditions. Any Public Offering will only be made pursuant to an Underwriting Agreement, the terms of which are subject to negotiation between the Company and the Underwriters.

This agreement shall automatically terminate upon the earliest to occur, if any, of: (1) either Morgan Stanley or J.P. Morgan advising the Company in writing that the Underwriters have determined not to proceed with the Public Offering, or the Company advising Morgan Stanley and J. P. Morgan in writing that it has determined not to proceed with the Public Offering, (2) termination of the Underwriting Agreement before the sale of any shares of Common Stock to the Underwriters and (3) January 22, 2012, in the event that the Public Offering has not been consummated by that date.

	Very truly yours,

	/s/ Felix Baker, Ph.D.
	Felix Baker, Ph.D.

	667 Madison Ave
	(Address)
	New York, NY 10065

[Lock-up Agreement]

EX-2 3 v245250_exb.htm EXHIBIT 2

January 3, 2012

Re: Waiver of Registration Rights

Ladies and Gentlemen:

Reference is made to the Amended and Restated Rights Agreement (the "Agreement"), dated as of April 1, 2009 among Synageva BioPharma Corp., a Delaware corporation ("Synageva") and the investors named on Schedule 1.1 thereto, as amended through the date hereof.

Pursuant to Section 7.1 of the Agreement, you are hereby notified that on December 21, 2011. Synageva filed a shelf registration statement on Form S-3 (the "Registration Statement").

By signing below, you hereby waive the rights of holders of Registrable Shares under Section 7 of the Agreement including (but not limited to) (i) the right to receive timely notice of the filing of the Registration Statement and (ii) the right to include any Registrable Shares (as defined in the Agreement) in the Registration Statement. This waiver shall be effective once executed by holders of not less than 70% of the Registrable Shares (as defined in the Agreement). Notwithstanding the foregoing, Synageva undertakes to offer to all holders of Registrable Shares the right to participate in the sale of shares of Synageva common stock in any offering made under the Registration Statement after January 31, 2012 in accordance with the process described in the Agreement for Piggyback Registrations.

Very truly yours,

SYNAGEVA BIOPHARMA CORP.

By	/s/ Sanj K. Patel
	Name: Sanj K. Patel
	Title: President and Chief Executive Officer

Accepted and Agreed:

14159 L.P.
By:	14159 Capital, L.P., its general partner
By:	14159 Capital (GP), LLC, its general partner

By:	/s/ Felix Baker, Ph.D.
Name:	Felix Baker, Ph.D.
Title:	Managing Member

667, L.P.
By:	Baker Biotech Capital, L.P., its general partner
By:	Baker Biotech Capital (GP), LLC, its general partner

By:	/s/ Felix Baker, Ph.D.
Name	Felix Baker, Ph.D.
Title:	Managing Member

BAKER BROS. INVESTMENTS, L.P.
By:	Baker Bros. Capital, L.P., its general partner
By:	Baker Bros. Capital (GP), LLC, its general partner

By:	/s/ Felix Baker, Ph.D.
Name:	Felix Baker, Ph.D.
Title:	Managing Member

BAKER BROS. INVESTMENTS II, L.P.
By:	Baker Bros. Capital, L.P., its general partner
By:	Baker Bros. Capital (GP), LLC, its general partner

By:	/s/ Felix Baker, Ph.D.
Name:	Felix Baker, Ph.D.
Title:	Managing Member

BAKER BROTHERS LIFE SCIENCES, L.P.
By:	Baker Brothers Life Sciences Capital, L.P., its
	general partner
By:	Baker Brothers Life Sciences Capital (GP), LLC, its
	general partner

By:	Felix Baker, Ph.D.
Name:	Felix Baker, Ph.D.
Title:	Managing Member

BAKER/TISCH INVESTMENTS, L.P.
By:	Baker/Tisch Capital, L.P., its general partner
By:	Baker/Tisch Capital (GP), LLC, its general partner

By:	/s/ Felix Baker, Ph.D.
Name:	Felix Baker, Ph.D.
Title:	Managing Member

FBB ASSOCIATES

By:	/s/ Felix Baker, Ph.D.
Name:	Felix Baker, Ph.D.
Title:	General Partner

ANDREW H. TISCH

/s/ ANDREW H. TISCH

DANIEL R. TISCH

JAMES S. TISCH

THOMAS J. TISCH

/s/ THOMAS J. TISCH

NEW LEAF VENTURES II, L.P.
By:	New Leaf Venture Associates II, L.P., its general
	partner
By:	New Leaf Venture Management II, L.L.C., its
	general partner

By:	/s/ Craig L. Slutzkin
Name:	Craig L. Slutzkin
Title:	Chief Financial Officer