SC 13D/A 1 lombard13dam1aug14.htm AMENDMENT NO. 1

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Amendment No. 1)

 

Under the Securities Exchange Act of 1934

 

 

LOMBARD MEDICAL, INC.
(Name of Issuer)
Ordinary Shares, $0.01 par value per share
(Title of Class of Securities)
G55598109
(CUSIP Number)
 

John Heard

Abingworth LLP

Princes House

38 Jermyn Street

London, England SW1Y 6DN

+44 20 7534 1500

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 
August 15, 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. [    ]

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-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.  G55598109
1. Names of Reporting Persons.  I.R.S. Identification Nos. of above persons (entities only):
 

Abingworth LLP

98-051-8585

  
     
2. Check the Appropriate Box if a Member of a Group (See Instructions): (a) [     ]  
  (b) [ X ]  
     
3. SEC Use Only
4. Source of Funds (See Instructions):  WC (See Item 3)
     
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e):  [   ]
     
6. Citizenship or Place of Organization:  England
     
 
  Number of 7. Sole Voting Power: 0  
  Shares Beneficially 8. Shared Voting Power: 3,115,957*  
  Owned by      
  Each Reporting 9. Sole Dispositive Power: 0  
  Person With 10. Shared Dispositive Power: 3,115,957*  
       
11. Aggregate Amount Beneficially Owned by Each Reporting Person:   3,115,957*
     
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):    [     ]
     
13. Percent of Class Represented by Amount in Row (11):      19.3%*
     
14. Type of Reporting Person (See Instructions):   PN
     
                 

 

* As of August 22, 2014, Abingworth LLP (“Abingworth”) may be deemed to beneficially own an aggregate of 3,115,957 ordinary shares, $0.01 par value per share (“Ordinary Shares”), of Lombard Medical, Inc. (the “Issuer”). The number of Ordinary Shares reported above consists of (i) 1,234,835 Ordinary Shares held by Abingworth Bioventures V, LP (“ABV V”), (ii) 1,488,617 Ordinary Shares held by Abingworth Bioventures V Co-Invest Growth Equity Fund, LP (“AGE”), (iii) 261,671 Ordinary Shares held by Abingworth Bioequities Master Fund Limited (“ABE”), and (iv) 130,834 Ordinary Shares held by Abingworth Bioventures VI LP (“ABV VI”). Abingworth, as the investment manager of ABV V, AGE, ABE and ABV VI, may be deemed to beneficially own the 1,234,835 Ordinary Shares held by ABV V, the 1,488,617 Ordinary Shares held by AGE, the 261,671 Ordinary Shares held by ABE, and the 130,834 Ordinary Shares held by ABV VI. Thus, as of August 22, 2014, for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Abingworth may be deemed to beneficially own 19.3% of the Ordinary Shares deemed issued and outstanding.

 

The foregoing beneficial ownership percentage is based upon 16,185,797 Ordinary Shares issued and outstanding immediately after the consummation of the Issuer’s initial public offering on April 24, 2014, as reported by the Issuer in its Prospectus (File No. 333-194461), dated April 25, 2014 and filed with the Securities and Exchange Commission (the “SEC”) on April 25, 2014 pursuant to Rule 424(b)(4) under the Securities Act of 1933, as amended (the “Securities Act”).

 
 

 

 

CUSIP No.  G55598109
1. Names of Reporting Persons.  I.R.S. Identification Nos. of above persons (entities only):
 

Abingworth Bioventures V, LP

98-051-8587

  
     
2. Check the Appropriate Box if a Member of a Group (See Instructions): (a) [     ]  
  (b) [ X ]  
     
3. SEC Use Only
4. Source of Funds (See Instructions):  WC (See Item 3)
     
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e):  [   ]
     
6. Citizenship or Place of Organization:  England
     
 
  Number of 7. Sole Voting Power: 0  
  Shares Beneficially 8. Shared Voting Power: 1,234,835*  
  Owned by      
  Each Reporting 9. Sole Dispositive Power: 0  
  Person With 10. Shared Dispositive Power: 1,234,835*  
       
11. Aggregate Amount Beneficially Owned by Each Reporting Person:   1,234,835*
     
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):    [     ]
     
13. Percent of Class Represented by Amount in Row (11):      7.6%*
     
14. Type of Reporting Person (See Instructions):   PN
     
                 

* As of August 22, 2014, ABV V held an aggregate of 1,234,835 Ordinary Shares. Thus, as of August 22, 2014, for purposes of Rule 13d-3 under the Exchange Act, ABV V may be deemed to beneficially own 7.6% of the Ordinary Shares deemed issued and outstanding. The foregoing beneficial ownership percentage is based upon 16,185,797 Ordinary Shares issued and outstanding immediately after the consummation of the Issuer’s initial public offering on April 24, 2014, as reported by the Issuer in its Prospectus (File No. 333-194461), dated April 25, 2014 and filed with the SEC on April 25, 2014 pursuant to Rule 424(b)(4) under the Securities Act. Abingworth, as the investment manager of ABV V, may be deemed to beneficially own the 1,234,835 Ordinary Shares held by ABV V. 

 

 
 

 

 

CUSIP No.  G55598109
1. Names of Reporting Persons.  I.R.S. Identification Nos. of above persons (entities only):
 

Abingworth Bioventures V Co-Invest Growth Equity Fund, LP

98-057-9772

  
     
2. Check the Appropriate Box if a Member of a Group (See Instructions): (a) [     ]  
  (b) [ X ]  
     
3. SEC Use Only
4. Source of Funds (See Instructions):  WC (See Item 3)
     
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e):  [   ]
     
6. Citizenship or Place of Organization:  England
     
 
  Number of 7. Sole Voting Power: 0  
  Shares Beneficially 8. Shared Voting Power: 1,488,617*  
  Owned by      
  Each Reporting 9. Sole Dispositive Power: 0  
  Person With 10. Shared Dispositive Power: 1,488,617*  
       
11. Aggregate Amount Beneficially Owned by Each Reporting Person:   1,488,617*
     
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):    [     ]
     
13. Percent of Class Represented by Amount in Row (11):      9.2%*
     
14. Type of Reporting Person (See Instructions):   PN
     
                   

* As of August 22, 2014, AGE held an aggregate of 1,488,617 Ordinary Shares. Thus, as of August 22, 2014, for purposes of Rule 13d-3 under the Exchange Act, AGE may be deemed to beneficially own 9.2% of the Ordinary Shares deemed issued and outstanding. The foregoing beneficial ownership percentage is based upon 16,185,797 Ordinary Shares issued and outstanding immediately after the consummation of the Issuer’s initial public offering on April 24, 2014, as reported by the Issuer in its Prospectus (File No. 333-194461), dated April 25, 2014 and filed with the SEC on April 25, 2014 pursuant to Rule 424(b)(4) under the Securities Act. Abingworth, as the investment manager of AGE, may be deemed to beneficially own the 1,488,617 Ordinary Shares held by AGE.

 

 

 
 

 

CUSIP No.  G55598109
1. Names of Reporting Persons.  I.R.S. Identification Nos. of above persons (entities only):
 

Abingworth Bioequities Master Fund Limited

66-066-0960

  
     
2. Check the Appropriate Box if a Member of a Group (See Instructions): (a) [     ]  
  (b) [ X ]  
     
3. SEC Use Only
4. Source of Funds (See Instructions):  WC (See Item 3)
     
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e):  [   ]
     
6. Citizenship or Place of Organization:  Cayman Islands
     
 
  Number of 7. Sole Voting Power: 0  
  Shares Beneficially 8. Shared Voting Power: 261,671*  
  Owned by      
  Each Reporting 9. Sole Dispositive Power: 0  
  Person With 10. Shared Dispositive Power: 261,671*  
       
11. Aggregate Amount Beneficially Owned by Each Reporting Person:   261,671*
     
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):    [     ]
     
13. Percent of Class Represented by Amount in Row (11):      1.6%*
     
14. Type of Reporting Person (See Instructions):   CO
     
                 

* As of August 22, 2014, ABE held an aggregate of 261,671 Ordinary Shares. Thus, as of August 22, 2014, for purposes of Rule 13d-3 under the Exchange Act, ABE may be deemed to beneficially own 1.6% of the Ordinary Shares deemed issued and outstanding. The foregoing beneficial ownership percentage is based upon 16,185,797 Ordinary Shares issued and outstanding immediately after the consummation of the Issuer’s initial public offering on April 24, 2014, as reported by the Issuer in its Prospectus (File No. 333-194461), dated April 25, 2014 and filed with the SEC on April 25, 2014 pursuant to Rule 424(b)(4) under the Securities Act. Abingworth, as the investment manager of ABE, may be deemed to beneficially own the 261,671 Ordinary Shares held by ABE. 

 

 
 

 

 

CUSIP No.  G55598109
1. Names of Reporting Persons.  I.R.S. Identification Nos. of above persons (entities only):
 

Abingworth Bioventures VI LP

98-0403543

  
     
2. Check the Appropriate Box if a Member of a Group (See Instructions): (a) [     ]  
  (b) [ X ]  
     
3. SEC Use Only
4. Source of Funds (See Instructions):  WC (See Item 3)
     
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e):  [   ]
     
6. Citizenship or Place of Organization:  England
     
 
  Number of 7. Sole Voting Power: 0  
  Shares Beneficially 8. Shared Voting Power: 130,834*  
  Owned by      
  Each Reporting 9. Sole Dispositive Power: 0  
  Person With 10. Shared Dispositive Power: 130,834*  
       
11. Aggregate Amount Beneficially Owned by Each Reporting Person:   130,834*
     
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):    [     ]
     
13. Percent of Class Represented by Amount in Row (11):      0.8%*
     
14. Type of Reporting Person (See Instructions):   PN
     
                 

* As of August 22, 2014, ABV VI held an aggregate of 130,834 Ordinary Shares. Thus, as of August 22, 2014, for purposes of Rule 13d-3 under the Exchange Act, ABV VI may be deemed to beneficially own 0.8% of the Ordinary Shares deemed issued and outstanding. The foregoing beneficial ownership percentage is based upon 130,834 Ordinary Shares issued and outstanding immediately after the consummation of the Issuer’s initial public offering on April 24, 2014, as reported by the Issuer in its Prospectus (File No. 333-194461), dated April 25, 2014 and filed with the SEC on April 25, 2014 pursuant to Rule 424(b)(4) under the Securities Act. Abingworth, as the investment manager of ABV V, may be deemed to beneficially own the 130,834 Ordinary Shares held by ABV V.  

 

 
 

  

Item 2. Identity and Background

 

Item 2 is hereby amended and restated in its entirety as follows:

 

This statement is being filed on behalf of (i) Abingworth Bioventures V, LP (“ABV V”); (ii) Abingworth Bioventures V Co-Invest Growth Equity Fund LP (“AGE”); (iii) Abingworth Bioequities Master Fund Limited (“ABE”); (iv) Abingworth Bioventures VI LP (“ABV VI” and together with ABV V, AGE and ABE, the “Abingworth Funds”), and (v) Abingworth LLP (“Abingworth,” and together with the Abingworth Funds, the “Reporting Persons”), the investment manager of the Abingworth Funds.

 

Abingworth Bioventures V GP LP, a Scottish limited partnership, serves as the general partner of ABV V and AGE. Abingworth Bioventures V GP Limited, an English company, serves as the general partner of Abingworth Bioventures V GP LP. Abingworth Bioventures V GP LP has delegated to Abingworth all investment and dispositive power over the securities held by ABV V and AGE. An investment committee of Abingworth, comprised of Joseph Anderson, Michael F. Bigham, Timothy J. Haines, Genghis Lloyd-Harris, and Stephen W. Bunting (the “Committee”), approves investment and voting decisions by a majority vote, and no individual member has the sole control or voting power over the securities held by ABV V and AGE. Each of Abingworth Bioventures V GP LP, Abingworth Bioventures V GP Limited, and each member of the Committee disclaims beneficial ownership of the securities held by ABV V and AGE.

 

ABE has delegated to Abingworth all investment and dispositive power over the securities held by ABE. The Committee approves investment and voting decisions by a majority vote, and no individual member has the sole control or voting power over the securities held by ABE. Each member of the Committee disclaims beneficial ownership of the securities held by the ABE.

 

Abingworth Bioventures VI GP LP, a Scottish limited partnership, serves as the general partner of ABV VI. Abingworth General Partner VI LLP, an English limited liability partnership, serves as the general partner of Abingworth Bioventures VI GP LP. Abingworth General Partner VI LLP has delegated to Abingworth all investment and dispositive power over the securities held by ABV VI. The Committee approves investment and voting decisions by a majority vote, and no individual member has the sole control or voting power over the securities held by ABV VI. Each of Abingworth Bioventures VI GP LP, Abingworth General Partner VI LLP, and each member of the Committee disclaims beneficial ownership of the securities held by the ABV VI.

 

The address of the principal business office of each of the Reporting Persons is c/o Abingworth LLP, Princes House, 38 Jermyn Street, London, England SW1Y 6DN.

 

The principal business of the Abingworth Funds is to invest in and assist growth-oriented businesses in the life science and biomedical industries. The principal business of Abingworth is to serve as the investment manager to certain investment funds, including the Abingworth Funds.

 

Neither the Reporting Persons nor any of their executive officers has, during the last five years, been convicted in a criminal proceeding.

 

 
 

 

 Neither the Reporting Persons nor any of their executive officers has, during the last five years, been 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.

 

Each of ABV V, AGE, and ABV VI is a limited partnership organized under the laws of England. ABE is a company organized under the laws of the Cayman Islands. Abingworth is a limited liability partnership organized under the laws of England.

 

Item 3. Source and Amount of Funds or Other Consideration

 

Item 3 is hereby amended and supplemented as follows:

 

The 392,505 Ordinary Shares reported in this Amendment No. 1 to Schedule 13D were purchased by the Abingworth Funds with cash from the assets of the Abingworth Funds for an aggregate amount of $2,238,501.27.

 

Item 5. Interest in Securities of the Issuer

 

Item 5 is hereby amended and restated in its entirety as follows:

 

As of August 22, 2014, ABV V held an aggregate of 1,234,835 Ordinary Shares. Thus, as of August 22, 2014, for purposes of Rule 13d-3 under the Exchange Act, ABV V may be deemed to beneficially own 7.6% of the Ordinary Shares deemed issued and outstanding. The foregoing beneficial ownership percentage is based upon 16,185,797 Ordinary Shares issued and outstanding immediately after the consummation of the Issuer’s IPO on April 24, 2014, as reported by the Issuer in its Prospectus (File No. 333-194461), dated April 25, 2014 and filed with the SEC on April 25, 2014 pursuant to Rule 424(b)(4) under the Securities Act (the “Prospectus Supplement”).

 

As of August 22, 2014, AGE held an aggregate of 1,488,617 Ordinary Shares. Thus, as of August 22, 2014, for purposes of Rule 13d-3 under the Exchange Act, AGE may be deemed to beneficially own 9.2% of the Ordinary Shares deemed issued and outstanding. The foregoing beneficial ownership percentage is based upon 16,185,797 Ordinary Shares issued and outstanding immediately after the consummation of the Issuer’s IPO on April 24, 2014, as reported by the Issuer in its Prospectus Supplement.

 

As of August 22, 2014, ABE held an aggregate of 261,671 Ordinary Shares. Thus, as of August 22, 2014, for purposes of Rule 13d-3 under the Exchange Act, ABE may be deemed to beneficially own 1.6% of the Ordinary Shares deemed issued and outstanding. The foregoing beneficial ownership percentage is based upon 16,185,797 Ordinary Shares issued and outstanding immediately after the consummation of the Issuer’s IPO on April 24, 2014, as reported by the Issuer in its Prospectus Supplement.

 

As of August 22, 2014, ABV VI held an aggregate of 130,834 Ordinary Shares. Thus, as of August 22, 2014, for purposes of Rule 13d-3 under the Exchange Act, ABV VI may be deemed to beneficially own 0.8% of the Ordinary Shares deemed issued and outstanding. The foregoing beneficial ownership percentage is based upon 16,185,797 Ordinary Shares issued and outstanding immediately after the consummation of the Issuer’s IPO on April 24, 2014, as reported by the Issuer in its Prospectus Supplement.

 

 
 

 

 

Abingworth is not the owner of record of any Ordinary Shares. Abingworth, as the investment manager to the Abingworth Funds, may be deemed to beneficially own, in the aggregate, 3,115,957 Ordinary Shares, representing approximately 19.3% of the Ordinary Shares of the Issuer deemed issued and outstanding as of August 22, 2014. The foregoing beneficial ownership percentages are based upon 16,185,797 Ordinary Shares issued and outstanding immediately after the consummation of the Issuer’s IPO on April 24, 2014, as reported by the Issuer in its Prospectus Supplement.

 

As set forth in the cover sheets to this Schedule 13D, (i) ABV V has shared voting and dispositive power with respect to the 1,234,835 Ordinary Shares held by ABV V, and does not have sole voting and dispositive power over any of the securities reported herein; (ii) AGE has shared voting and dispositive power with respect to the 1,488,617 Ordinary Shares held by AGE, and does not have sole voting and dispositive power over any of the securities reported herein; (iii) ABE has shared voting and dispositive power with respect to the 261,671 Ordinary Shares held by ABE, and does not have sole voting and dispositive power over any of the securities reported herein; (iv) ABV VI has shared voting and dispositive power with respect to the 130,834 Ordinary Shares held by ABV VI, and does not have sole voting and dispositive power over any of the securities reported herein; and (v) Abingworth has shared voting and dispositive power with respect to the 3,115,957 Ordinary Shares held by the Abingworth Funds, and does not have sole voting and dispositive power over any of the securities reported herein.

 

Upon effectiveness of the Scheme, 3,193,890 ordinary shares of Lombard held by ABV V were exchanged for 798,472 Ordinary Shares of the Issuer. Additionally, On April 25, 2014, ABV V purchased 436,363 Ordinary Shares of the Issuer in the IPO at the public offering price of $11.00 per share. Upon effectiveness of the Scheme, 4,790,835 ordinary shares of Lombard held by AGE were exchanged for 1,197,708 Ordinary Shares of the Issuer. Additionally, on April 25, 2014, AGE purchased 290,909 Ordinary Shares of the Issuer in the IPO at the public offering price of $11.00 per share.

 

The following table details the transactions by the Reporting Persons, on behalf of the Abingworth Funds, in Ordinary Shares during the period commencing sixty (60) days prior to August 22, 2014:

 

 
 

 

 

Date Price per Share Type of Transaction Number of Shares
8/15/14 $5.7431(1) Open Market Purchase 186,697
8/18/14 $5.9997(2) Open Market Purchase 96,100
8/19/14 $6.1789(3) Open Market Purchase 17,457
8/20/14 $6.1988(4) Open Market Purchase 92,251

 

Explanation of response:

 

1. The price reported in Item 5(c) is a weighted average price. These shares were bought in multiple transactions at prices ranging from $5.49 to $5.75, inclusive. The Reporting Persons undertake to provide to the staff of the SEC, upon request, full information regarding the number of shares bought at each separate price within the range set forth in this footnote.

 

2. The price reported in Item 5(c) is a weighted average price. These shares were bought in multiple transactions at prices ranging from $5.68 to $6.00, inclusive. The Reporting Persons undertake to provide to the staff of the SEC, upon request, full information regarding the number of shares bought at each separate price within the range set forth in this footnote.

 

3. The price reported in Item 5(c) is a weighted average price. These shares were bought in multiple transactions at prices ranging from $6.06 to $6.20, inclusive. The Reporting Persons undertake to provide to the staff of the SEC, upon request, full information regarding the number of shares bought at each separate price within the range set forth in this footnote.

 

4. The price reported in Item 5(c) is a weighted average price. These shares were bought in multiple transactions at prices ranging from $5.98 to $6.20, inclusive. The Reporting Persons undertake to provide to the staff of the SEC, upon request, full information regarding the number of shares bought at each separate price within the range set forth in this footnote.

_________________________________

 

Except as set forth in this Schedule 13D, none of the persons identified in Item 2 of this Schedule 13D has engaged in any transaction in Ordinary Shares, or securities convertible for Ordinary Shares, during the period commencing sixty (60) days prior to August 22, 2014.

 

Item 7. Material to be Filed as Exhibits

 

The following exhibit is incorporated into this Schedule 13D:

 

                        Exhibit1 Joint Filing Agreement, dated August 22, 2014, signed by each of the Reporting Persons in order to confirm that this Schedule 13D (and any amendments hereto) are being filed on behalf of each of the Reporting Persons.

 

 

 
 

 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: August 22, 2014

 

  ABINGWORTH BIOVENTURES V, LP  
     
  By: Abingworth LLP, its Manager  
     
  By: /s/ John Heard  
    Name:  John Heard  
    Title:  Authorized Signatory  
     
     
 

ABINGWORTH BIOVENTURES V CO-

INVEST GROWTH EQUITY FUND, LP

  
     
  By: Abingworth LLP, its Manager  
     
  By: /s/ John Heard  
    Name:  John Heard  
    Title:  Authorized Signatory  
     
     
  ABINGWORTH BIOEQUITIES MASTER FUND LIMITED  
     
  By: Abingworth LLP, its Manager  
     
  By: /s/ John Heard  
    Name:  John Heard  
    Title:  Authorized Signatory  
     
     
  ABINGWORTH BIOVENTURES VI, LP  
     
  By: Abingworth LLP, its Manager  
     
  By: /s/ John Heard  
    Name:  John Heard  
    Title:  Authorized Signatory  
     
     
  Abingworth LLP  
     
  By: /s/ John Heard  
    Name:  John Heard  
    Title:  Authorized Signatory  

  

Attention: Intentional misstatements or omissions of fact constitute
Federal criminal violations (See 18 U.S.C. 1001).

  

 
 

  

Exhibit 1

JOINT FILING AGREEMENT

 

This Agreement will confirm the agreement by and among the undersigned that the Schedule 13D filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the ordinary shares, $0.01 par value per share, of Lombard Medical, Inc. is being filed, and all amendments thereto will be filed, on behalf of each of the persons and entities named below, in accordance with Rule 13d-1 under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

 

Dated: August 22, 2014

 

  ABINGWORTH BIOVENTURES V, LP  
     
  By: Abingworth LLP, its Manager  
     
  By: /s/ John Heard  
    Name:  John Heard  
    Title:  Authorized Signatory  
     
     
 

ABINGWORTH BIOVENTURES V CO-

INVEST GROWTH EQUITY FUND, LP

  
     
  By: Abingworth LLP, its Manager  
     
  By: /s/ John Heard  
    Name:  John Heard  
    Title:  Authorized Signatory  
     
     
  ABINGWORTH BIOEQUITIES MASTER FUND LIMITED  
     
  By: Abingworth LLP, its Manager  
     
  By: /s/ John Heard  
    Name:  John Heard  
    Title:  Authorized Signatory  
     
     
  ABINGWORTH BIOVENTURES VI, LP  
     
  By: Abingworth LLP, its Manager  
     
  By: /s/ John Heard  
    Name:  John Heard  
    Title:  Authorized Signatory  
     
     
  Abingworth LLP  
     
  By: /s/ John Heard  
    Name:  John Heard  
    Title:  Authorized Signatory