(Amendment No. ) *
Check the appropriate box to designate the rule
pursuant to which this Schedule is filed:
* 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 the disclosures provided in a prior cover page.
The information required in 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 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.
|
670703107
|
13G
|
Page 2 of 11
|
1.
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Deerfield Management Company, L.P.
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a)
☐
(b) ☒
|
3.
|
SEC USE ONLY
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5.
|
SOLE VOTING POWER
0
|
|
6.
|
SHARED VOTING POWER
24,776,278 (1)
|
|
7.
|
SOLE DISPOSITIVE POWER
0
|
|
8.
|
SHARED DISPOSITIVE POWER
24,776,278 (1)
|
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,776,278 (1)
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
|
☐
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
45.14%
|
12.
|
TYPE OF REPORTING PERSON*
PN
|
__________________
(1) Comprised of (i) an aggregate of 19,341,024 shares of Class A common
stock and (ii) an aggregate of 5,435,254 shares of Class A common stock issuable upon conversion of an equal number of shares of Class
B common stock that, in each case, are held by Deerfield Private Design Fund IV, L.P. and Deerfield Healthcare Innovations Fund, L.P.,
of which Deerfield Management Company, L.P. is the investment advisor. The terms of the Class B common stock restrict the conversion of
such shares to the extent that, upon such conversion, the number of shares of Class A common stock then beneficially owned by the holder
and its affiliates and any other person or entities with which such holder would constitute a Section 13(d) “group” would
exceed 4.9% of the total number of shares of Class A common stock then outstanding (the “Ownership Cap”). Accordingly, notwithstanding
the number of shares reported, the reporting person disclaims beneficial ownership of the shares of Class A common stock issuable upon
conversion of Class B common stock to the extent that upon such conversion the number of shares beneficially owned by all reporting persons
hereunder, in the aggregate, would exceed the Ownership Cap.
CUSIP No.
|
670703107
|
13G
|
Page 3 of 11
|
1.
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Deerfield Mgmt IV, L.P.
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a)
☐
(b) ☒
|
3.
|
SEC USE ONLY
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5.
|
SOLE VOTING POWER
0
|
|
6.
|
SHARED VOTING POWER
12,388,139 (2)
|
|
7.
|
SOLE DISPOSITIVE POWER
0
|
|
8.
|
SHARED DISPOSITIVE POWER
12,388,139 (2)
|
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,388,139 (2)
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
|
☐
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
22.57%
|
12.
|
TYPE OF REPORTING PERSON*
PN
|
__________________
(2) Comprised of (i) 9,670,512 shares of Class A common stock and (ii)
2,717,627 shares of Class A common stock issuable upon conversion of an equal number of shares of Class B common stock that, in each case,
are held by Deerfield Private Design Fund IV, L.P., of which Deerfield Mgmt IV, L.P. is the general partner. The terms of the Class B
common stock restrict the conversion of such shares to the extent that, upon such conversion, the number of shares of Class A common stock
then beneficially owned by the holder and its affiliates and any other person or entities with which such holder would constitute a Section
13(d) “group” would exceed 4.9% of the total number of shares of Class A common stock then outstanding (the “Ownership
Cap”). Accordingly, notwithstanding the number of shares reported, the reporting person disclaims beneficial ownership of the shares
of Class A common stock issuable upon conversion of Class B common stock to the extent that upon such conversion the number of shares
beneficially owned by all reporting persons hereunder, in the aggregate, would exceed the Ownership Cap.
CUSIP No.
|
670703107
|
13G
|
Page 4 of 11
|
1.
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
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.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5.
|
SOLE VOTING POWER
0
|
|
6.
|
SHARED VOTING POWER
12,388,139 (3)
|
|
7.
|
SOLE DISPOSITIVE POWER
0
|
|
8.
|
SHARED DISPOSITIVE POWER
12,388,139 (3)
|
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,388,139 (3)
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
|
☐
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
22.57%
|
12.
|
TYPE OF REPORTING PERSON*
PN
|
__________________
(3) Comprised of (i) 9,670,512 shares of Class A common stock and (ii)
2,717,627 shares of Class A common stock issuable upon conversion of an equal number of shares of Class B common stock. The terms of the
Class B common stock restrict the conversion of such shares to the extent that, upon such conversion, the number of shares of Class A
common stock then beneficially owned by the holder and its affiliates and any other person or entities with which such holder would constitute
a Section 13(d) “group” would exceed 4.9% of the total number of shares of Class A common stock then outstanding (the “Ownership
Cap”). Accordingly, notwithstanding the number of shares reported, the reporting person disclaims beneficial ownership of the shares
of Class A common stock issuable upon conversion of Class B common stock to the extent that upon such conversion the number of shares
beneficially owned by all reporting persons hereunder, in the aggregate, would exceed the Ownership Cap.
CUSIP No.
|
670703107
|
13G
|
Page 5 of 11
|
1.
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Deerfield Mgmt HIF, L.P.
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a)
☐
(b) ☒
|
3.
|
SEC USE ONLY
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5.
|
SOLE VOTING POWER
0
|
|
6.
|
SHARED VOTING POWER
12,388,139 (4)
|
|
7.
|
SOLE DISPOSITIVE POWER
0
|
|
8.
|
SHARED DISPOSITIVE POWER
12,388,139 (4)
|
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,388,139 (4)
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
|
☐
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
22.57%
|
12.
|
TYPE OF REPORTING PERSON*
PN
|
__________________
(4) Comprised of (i) 9,670,512 shares of Class A common stock and (ii)
shares of Class A common stock issuable upon conversion of an equal number of shares of 2,717,627 of Class B common stock that, in each
case, are held by Deerfield Healthcare Innovations Fund, L.P., of which Deerfield Mgmt HIF, L.P. is the general partner. The terms of
the Class B common stock restrict the conversion of such shares to the extent that, upon such conversion, the number of shares of Class
A common stock then beneficially owned by the holder and its affiliates and any other person or entities with which such holder would
constitute a Section 13(d) “group” would exceed 4.9% of the total number of shares of Class A common stock then outstanding
(the “Ownership Cap”). Accordingly, notwithstanding the number of shares reported, the reporting person disclaims beneficial
ownership of the shares of Class A common stock issuable upon conversion of Class B common stock to the extent that upon such conversion
the number of shares beneficially owned by all reporting persons hereunder, in the aggregate, would exceed the Ownership Cap.
CUSIP No.
|
670703107
|
13G
|
Page 6 of 11
|
1.
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Deerfield Healthcare Innovations Fund, L.P.
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a)
☐
(b) ☒
|
3.
|
SEC USE ONLY
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5.
|
SOLE VOTING POWER
0
|
|
6.
|
SHARED VOTING POWER
12,388,139 (5)
|
|
7.
|
SOLE DISPOSITIVE POWER
0
|
|
8.
|
SHARED DISPOSITIVE POWER
12,388,139 (5)
|
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,388,139 (5)
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
|
☐
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
22.57%
|
12.
|
TYPE OF REPORTING PERSON*
PN
|
__________________
(5) Comprised of (i) 9,670,512 shares of Class A common stock and (ii)
shares of Class A common stock issuable upon conversion of an equal number of shares of 2,717,627 of Class B common stock. The terms of
the Class B common stock restrict the conversion of such shares to the extent that, upon such conversion, the number of shares of Class
A common stock then beneficially owned by the holder and its affiliates and any other person or entities with which such holder would
constitute a Section 13(d) “group” would exceed 4.9% of the total number of shares of Class A common stock then outstanding
(the “Ownership Cap”). Accordingly, notwithstanding the number of shares reported, the reporting person disclaims beneficial
ownership of the shares of Class A common stock issuable upon conversion of Class B common stock to the extent that upon such conversion
the number of shares beneficially owned by all reporting persons hereunder, in the aggregate, would exceed the Ownership Cap.
CUSIP No.
|
670703107
|
13G
|
Page 7 of 11
|
1.
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
James E. Flynn
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a)
☐
(b) ☒
|
3.
|
SEC USE ONLY
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5.
|
SOLE VOTING POWER
0
|
|
6.
|
SHARED VOTING POWER
24,776,278 (6)
|
|
7.
|
SOLE DISPOSITIVE POWER
0
|
|
8.
|
SHARED DISPOSITIVE POWER
24,776,278 (6)
|
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,776,278 (6)
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
|
☐
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
45.14%
|
12.
|
TYPE OF REPORTING PERSON*
IN
|
__________________
(6) Comprised of (i) an aggregate of 19,341,024 shares of Class A
common stock and (ii) an aggregate of 5,435,254 shares of Class A common stock issuable upon conversion of an equal number of shares
of Class B common stock. The terms of the Class B common stock restrict the conversion of such shares to the extent that, upon such conversion,
the number of shares of Class A common stock then beneficially owned by the holder and its affiliates and any other person or entities
with which such holder would constitute a Section 13(d) “group” would exceed 4.9% of the total number of shares of Class
A common stock then outstanding (the “Ownership Cap”). Accordingly, notwithstanding the number of shares reported, the reporting
person disclaims beneficial ownership of the shares of Class A common stock issuable upon conversion of Class B common stock to the extent
that upon such conversion the number of shares beneficially owned by all reporting persons hereunder, in the aggregate, would exceed
the Ownership Cap.
CUSIP No.
|
670703107
|
13G
|
Page 8 of 11
|
Item 1(a).
|
Name of Issuer:
|
|
|
|
Nuvalent, Inc.
|
|
|
Item 1(b).
|
Address of Issuer's Principal Executive Offices:
|
|
|
|
One Broadway, 14th Floor
Cambridge, Massachusetts 02142
|
|
|
Item 2(a).
|
Name of Person Filing:
|
|
|
|
James E. Flynn, Deerfield Management Company, L.P., Deerfield Mgmt
IV, L.P., Deerfield Private Design Fund IV, L.P., Deerfield Mgmt HIF, L.P and Deerfield Healthcare Innovations Fund, L.P.
|
|
|
Item 2(b).
|
Address of Principal Business Office, or if None, Residence:
|
|
|
|
James E. Flynn, Deerfield Management Company, L.P., Deerfield Mgmt
IV, L.P., Deerfield Private Design Fund IV, L.P., Deerfield Mgmt HIF, L.P and Deerfield Healthcare Innovations Fund, L.P., 345 Park Avenue
South, 12th Floor, New York, NY 10010
|
|
|
Item 2(c).
|
Citizenship:
|
|
|
|
Deerfield
Management Company, L.P., Deerfield Mgmt IV, L.P., Deerfield Private Design Fund IV, L.P., Deerfield Mgmt HIF, L.P and Deerfield Healthcare
Innovations Fund, L.P. - Delaware limited partnerships;
James E. Flynn – United States citizen
|
|
|
Item 2(d).
|
Title of Class of Securities:
|
|
|
|
Class A common stock, $0.0001 par value per share and Class B common
stock, $0.0001 par value per share
|
|
|
Item 2(e).
|
CUSIP Number:
|
|
|
|
670703107
|
|
|
|
Item 3.
|
If This Statement is Filed Pursuant to
Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:
|
|
|
(a)
|
☐
|
Broker or dealer registered under Section 15 of the
Exchange Act.
|
|
|
|
(b)
|
☐
|
Bank as defined in Section 3(a)(6) of the Exchange Act.
|
|
|
|
(c)
|
☐
|
Insurance company as defined in Section 3(a)(19) of
the Exchange Act.
|
|
|
|
(d)
|
☐
|
Investment company registered under Section 8 of the
Investment Company Act.
|
|
|
|
(e)
|
☐
|
An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
|
|
|
|
(f)
|
☐
|
An employee benefit plan or endowment fund in accordance
with Rule 13d-1(b)(1)(ii)(F);
|
|
|
|
(g)
|
☐
|
A parent holding company or control person in accordance
with Rule 13d-1(b)(1)(ii)(G);
|
|
|
|
(h)
|
☐
|
A savings association as defined in Section 3(b) of
the Federal Deposit Insurance Act;
|
|
|
|
(i)
|
☐
|
A church plan that is excluded from the definition
of an investment company under Section 3(c)(14) of the Investment Company Act;
|
CUSIP No.
|
670703107
|
13G
|
Page 9 of 11
|
|
|
|
(j)
|
☐
|
A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
|
|
|
|
(k)
|
☐
|
Group, in accordance with Rule 13d-1(b)(1)(ii)(K).
|
If filing as a non-U.S. institution in accordance
with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: _________________
Item 4.
|
Ownership.
|
|
|
|
|
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
|
|
|
|
|
(a)
|
Amount beneficially owned**:
|
|
|
|
|
|
|
Deerfield Management Company, L.P. - 24,776,278 shares
Deerfield Mgmt IV, L.P. – 12,388,139 shares
Deerfield Mgmt HIF, L.P. - 12,388,139 shares
Deerfield Healthcare Innovations Fund, L.P. - 12,388,139
shares
Deerfield Private Design Fund IV, L.P. - 12,388,139 shares
James E. Flynn – 24,776,278 shares
|
|
|
|
|
(b)
|
Percent of class**:
|
|
|
|
|
|
|
Deerfield Management Company, L.P. – 45.14%
Deerfield Mgmt IV, L.P. – 22.57%
Deerfield Mgmt HIF, L.P. – 22.57%
Deerfield Healthcare Innovations Fund, L.P. – 22.57%
Deerfield Private Design Fund IV, L.P. – 22.57%
James E. Flynn – 45.14%
|
|
|
|
|
(c)
|
Number of shares as to which such person has**:
|
|
|
|
|
|
|
(i)
|
Sole power to vote or to direct the vote:
|
All Reporting Persons - 0
|
|
|
|
|
|
(ii)
|
Shared power to vote or to direct the vote:
|
Deerfield Management Company, L.P. - 24,776,278
Deerfield Mgmt IV, L.P. – 12,388,139
Deerfield Private Design Fund IV, L.P. - 12,388,139
Deerfield Mgmt HIF, L.P. - 12,388,139
Deerfield Healthcare Innovations Fund, L.P. - 12,388,139
James E. Flynn – 24,776,278
|
|
|
|
|
|
(iii)
|
Sole power to dispose or to direct the disposition of:
|
All Reporting Persons - 0
|
|
|
|
|
|
(iv)
|
Shared power to dispose or to direct the disposition
of:
|
Deerfield Management Company, L.P. - 24,776,278
Deerfield Mgmt IV, L.P. – 12,388,139
Deerfield Private Design Fund IV, L.P. - 12,388,139
Deerfield Mgmt HIF, L.P. - 12,388,139
Deerfield Healthcare Innovations Fund, L.P. - 12,388,139
James E. Flynn – 24,776,278
|
**See footnotes on cover pages which are incorporated by reference
herein.
CUSIP No.
|
670703107
|
13G
|
Page 10 of 11
|
Item 5.
|
Ownership of Five Percent or Less of a Class.
|
|
|
If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities check the
following ☐.
|
|
|
|
|
|
|
Item 6.
|
Ownership of More Than Five Percent on Behalf of Another Person.
|
|
|
If any other person is known to have the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included
in response to this item and, if such interest relates to more than five percent of the class, such person should be identified. A listing
of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit
plan, pension fund or endowment fund is not required.
|
|
|
|
N/A
|
|
|
Item 7.
|
Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
|
|
|
If a parent holding company or Control person has filed this schedule,
pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification
of the relevant subsidiary. If a parent holding company or control person has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d),
attach an exhibit stating the identification of the relevant subsidiary.
|
|
|
|
N/A
|
|
|
Item 8.
|
Identification and Classification of Members of the Group.
|
|
|
If a group has filed this schedule pursuant to ss.240.13d-1(b)(1)(ii)(J),
so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group
has filed this schedule pursuant to ss.240.13d-1(c) or ss.240.13d-1(d), attach an exhibit stating the identity of each member of the group.
|
|
|
|
See Exhibit B
|
|
|
Item 9.
|
Notice of Dissolution of Group.
|
|
|
Notice of dissolution of a group may be furnished as an exhibit stating
the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required,
by members of the group, in their individual capacity. See Item 5.
|
|
|
|
N/A
|
|
|
Item 10.
|
Certifications.
|
|
|
|
N/A
|
CUSIP No.
|
670703107
|
13G
|
Page 11 of 11
|
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.
DEERFIELD MANAGEMENT COMPANY, L.P.
By: Flynn Management 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
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
Jonathan Isler, Attorney-In-Fact
DEERFIELD MGMT HIF, L.P.
By: J.E. Flynn Capital HIF, LLC, General Partner
By: /s/ Jonathan Isler
Jonathan Isler, 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
JAMES E. FLYNN
/s/ Jonathan Isler
Jonathan Isler, Attorney-In-Fact
Date: February 11, 2022
Exhibit List
Exhibit A. Joint Filing Agreement.
Exhibit B. Item 8 Statement.
Exhibit C. Power of Attorney (1).
(1) Power of Attorney previously filed as Exhibit 24 to a Form 4 with
regard to DA32 Life Science Tech Acquisition Corp. filed with the Securities and Exchange Commission on August 3, 2021 by Deerfield Partners,
L.P., Deerfield Mgmt, L.P., Deerfield Management Company, L.P. and James E. Flynn.
Exhibit A
Joint Filing Agreement
The undersigned agree that this Schedule 13G, and all amendments thereto,
relating to the Ordinary Shares, par value £0.10 (represented by American Depositary Shares) of Orchard Therapeutics plc shall be
filed on behalf of the undersigned.
DEERFIELD MANAGEMENT COMPANY, L.P.
By: Flynn Management 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
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
Jonathan Isler, Attorney-In-Fact
DEERFIELD MGMT HIF, L.P.
By: J.E. Flynn Capital HIF, LLC, General Partner
By: /s/ Jonathan Isler
Jonathan Isler, 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
JAMES E. FLYNN
/s/ Jonathan Isler
Jonathan Isler, Attorney-In-Fact
Exhibit B
Due to the relationships between them, the reporting
persons hereunder may be deemed to constitute a “group” with one another for purposes of Section 13(d)(3) of the Securities
Exchange Act of 1934.