Award Timing Disclosure

12 Months Ended

Dec. 31, 2024

USD ($)

$ / shares

Award Timing Disclosures [Line Items]

Equity Grant Timing and Stock Option Exercise Price

The Company’s practice is generally to grant annual stock awards each year on approximately the fifth trading day following the date that the Company files its Annual Report on Form

10-K

for the prior fiscal year. The timing is designed to ensure that equity awards are granted after the release of material,

non-public

information that could result in an increase or decrease in its stock price, even though the dollar value of the equity awards made to award recipients, including our NEOs, is established in advance of the Annual Report on Form

10-K

filing. Supplemental stock awards may be granted throughout the year. Such supplemental stock awards are generally made by determining a dollar value of the equity awards to be made, and then issuing the applicable equity award on the 15th day of the month following such determination based on the closing price as quoted on Nasdaq of the Shares on such 15th day (or next applicable trading day if the stock market is closed on the 15th). Our Talent and Compensation Committee does not grant equity awards in anticipation of the release of material nonpublic information. Similarly, we do not time the release of material nonpublic information about the Company based on equity award grant dates.

Award recipients, including our NEOs, derive value from their stock options based on the appreciation in value of the underlying Shares. Under our 2015 Equity Incentive Plan, all stock options must have an exercise or base price that is not less than the fair market value of the underlying common stock on the date of grant, which is determined based on the closing price, as quoted on Nasdaq, of the Shares on the date the awards are granted.

As required by Item 402(x) of Regulation

S-K

under the Exchange Act, we are providing the following information relating to a stock option granted to Mary Anne Heino, our former CEO who now serves as our Chair of the Board, on May 9, 2024, as her regular annual grant for her services as a

non-employee

director following her retirement, as such option was granted within four business days prior to filing a Current Report on Form

8-K

reporting that Dr. Jean-Claude Provost, our former Chief Medical Officer, would no longer be serving in that role.



Name	Grant date		Number of securities underlying the award		Exercise price of the award ($/Sh)			Grant date fair value of the award (1) ($)			Percentage change in the closing market price of the securities underlying the award between the trading day ending immediately prior to the disclosure of material nonpublic information and the trading day beginning immediately following the disclosure of material nonpublic information

Mary Anne Heino		5/9/2024		4,853		$	75.90		$	199,992		1.9	%

(1)	The option award has a ten-year term and vests in full on May 9, 2025. The grant date fair value has been calculated in accordance with FASB ASC Topic 718. The exercise price of the option is equal to the closing price of our common stock on the date of grant.

Awards Close in Time to MNPI Disclosures, Table



Name	Grant date		Number of securities underlying the award		Exercise price of the award ($/Sh)			Grant date fair value of the award (1) ($)			Percentage change in the closing market price of the securities underlying the award between the trading day ending immediately prior to the disclosure of material nonpublic information and the trading day beginning immediately following the disclosure of material nonpublic information

Mary Anne Heino		5/9/2024		4,853		$	75.90		$	199,992		1.9	%

(1)	The option award has a ten-year term and vests in full on May 9, 2025. The grant date fair value has been calculated in accordance with FASB ASC Topic 718. The exercise price of the option is equal to the closing price of our common stock on the date of grant.

Mary Anne Heino [Member]

Awards Close in Time to MNPI Disclosures

Name

Mary Anne Heino

Underlying Securities

4,853

Exercise Price | $ / shares

$ 75.9

Fair Value as of Grant Date

$ 199,992

Underlying Security Market Price Change

1.9