CUSIP
No.
|
67072V103
|
13G
|
Page
2 of 16 Pages
|
1.
|
NAME
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Deerfield
Capital, L.P.
|
||
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) o
(b) ý
|
|
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
2,160,547
(Includes Warrants to Purchase 145,996 shares of Common
Stock)
|
||
7.
|
SOLE
DISPOSITIVE VOTING POWER
0
|
||
8.
|
SHARED
DISPOSITIVE VOTING POWER
2,160,547
(Includes Warrants to Purchase 145,996 shares of Common
Stock)
|
||
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,160,547
(Includes Warrants to Purchase 145,996 shares of Common
Stock)
|
||
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
|
¨
|
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.61%
|
||
12.
|
TYPE
OF REPORTING PERSON*
PN
|
CUSIP
No.
|
67072V103
|
13G
|
Page 3
of 16 Pages
|
1.
|
NAME
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Deerfield
Partners, L.P.
|
||
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) o
(b) ý
|
|
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
1,069,051
|
||
7.
|
SOLE
DISPOSITIVE VOTING POWER
0
|
||
8.
|
SHARED
DISPOSITIVE VOTING POWER
1,069,051
|
||
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,069,051
|
||
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
|
¨
|
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
||
12.
|
TYPE
OF REPORTING PERSON*
PN
|
CUSIP
No.
|
67072V103
|
13G
|
Page 4
of 18 Pages
|
1.
|
NAME
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Deerfield
Special Situations Fund,
L.P.
|
||
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) o
(b) ý
|
|
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
558,137
(Includes Warrants to Purchase 57,103 Common
Shares)
|
||
7.
|
SOLE
DISPOSITIVE VOTING POWER
0
|
||
8.
|
SHARED
DISPOSITIVE VOTING POWER
558,137
(Includes Warrants to Purchase 57,103 Common
Shares)
|
||
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
558,137
(Includes Warrants to Purchase 57,103 Common
Shares)
|
||
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
|
¨
|
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.19%
|
||
12.
|
TYPE
OF REPORTING PERSON*
PN
|
CUSIP
No.
|
67072V103
|
13G
|
Page 5
of 16 Pages
|
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) o
(b) ý
|
|
3.
|
SEC
USE ONLY
|
||
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
New
York
|
||
NUMBER OF SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5.
|
SOLE
VOTING POWER
0
|
|
6.
|
SHARED
VOTING POWER
2,489,047
(Includes warrants to purchase 105,115 Common
Shares)
|
||
7.
|
SOLE
DISPOSITIVE VOTING POWER
0
|
||
8.
|
SHARED
DISPOSITIVE VOTING POWER
2,489,047
(Includes warrants to purchase 105,115 Common
Shares)
|
||
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,489,047
(Includes warrants to purchase 105,115 Common
Shares)
|
||
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
|
¨
|
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.32%
|
||
12.
|
TYPE
OF REPORTING PERSON*
PN
|
CUSIP
No.
|
67072V103
|
13G
|
Page 6
of 16 Pages
|
1.
|
NAME
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Deerfield
International Limited
|
||
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) o
(b) ý
|
|
3.
|
SEC
USE ONLY
|
||
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
British
Virgin Islands
|
||
NUMBER OF SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5.
|
SOLE
VOTING POWER
0
|
|
6.
|
SHARED
VOTING POWER
1,500,783
|
||
7.
|
SOLE
DISPOSITIVE VOTING POWER
0
|
||
8.
|
SHARED
DISPOSITIVE VOTING POWER
1,500,783
|
||
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,500,783
|
||
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
|
¨
|
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
3.21%
|
||
12.
|
TYPE
OF REPORTING PERSON*
CO
|
CUSIP
No.
|
67072V103
|
13G
|
Page 7
of 16 Pages
|
1.
|
NAME
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Deerfield
Special Situations Fund International
Limited
|
||
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) o
(b) ý
|
|
3.
|
SEC
USE ONLY
|
||
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
British
Virgin Islands
|
||
NUMBER OF SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5.
|
SOLE
VOTING POWER
0
|
|
6.
|
SHARED
VOTING POWER
988,264
(Includes Warrants to Purchase 105,115 Common
Shares)
|
||
7.
|
SOLE
DISPOSITIVE VOTING POWER
0
|
||
8.
|
SHARED
DISPOSITIVE VOTING POWER
988,264
(Includes Warrants to Purchase 105,115 Common
Shares)
|
||
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
988,264
(Includes Warrants to Purchase 105,115 Common
Shares)
|
||
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
|
¨
|
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.11%
|
||
12.
|
TYPE
OF REPORTING PERSON*
CO
|
CUSIP
No.
|
67072V103
|
13G
|
Page 8
of 16 Pages
|
1.
|
NAME
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Deerfield
Private Design Fund,
L.P.
|
||
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) o
(b) ý
|
|
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
204,303
(Includes Warrants to purchase 34,050 shares of Common
Stock)
|
||
7.
|
SOLE
DISPOSITIVE VOTING POWER
0
|
||
8.
|
SHARED
DISPOSITIVE VOTING POWER
204,303
(Includes Warrants to purchase 34,050 shares of Common
Stock)
|
||
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
204,303
(Includes Warrants to purchase 34,050 shares of Common
Stock)
|
||
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
|
¨
|
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
.40%
|
||
12.
|
TYPE
OF REPORTING PERSON*
CO
|
CUSIP
No.
|
67072V103
|
13G
|
Page 9
of 16 Pages
|
1.
|
NAME
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Deerfield
Private Design International,
L.P.
|
||
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) o
(b) ý
|
|
3.
|
SEC
USE ONLY
|
||
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
British
Virgin
Islands
|
||
NUMBER OF SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5.
|
SOLE
VOTING POWER
0
|
|
6.
|
SHARED
VOTING POWER
329,056
(Includes Warrants to purchase 54,843 shares of Common
Stock)
|
||
7.
|
SOLE
DISPOSITIVE VOTING POWER
0
|
||
8.
|
SHARED
DISPOSITIVE VOTING POWER
329,056
(Includes Warrants to purchase 54,843 shares of Common
Stock)
|
||
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
329,056
(Includes Warrants to purchase 54,843 shares of Common
Stock)
|
||
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
|
¨
|
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
.70%
|
||
12.
|
TYPE
OF REPORTING PERSON*
CO
|
CUSIP
No.
|
67072V103
|
13G
|
Page 10
of 16 Pages
|
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) o
(b) ý
|
|
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
10,000
|
|
6.
|
SHARED
VOTING POWER
4,659,594
(Includes Warrants to purchase 251,111 shares of Common
Stock)
|
||
7.
|
SOLE
DISPOSITIVE VOTING POWER
10,000
|
||
8.
|
SHARED
DISPOSITIVE VOTING POWER
4,659,594
(Includes Warrants to purchase 251,111 shares of Common
Stock)
|
||
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,659,594
(Includes Warrants to purchase 251,111 shares of Common
Stock)
|
||
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
|
¨
|
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.93%
|
||
12.
|
TYPE
OF REPORTING PERSON*
IN
|
CUSIP
No.
|
67072V103
|
13G
|
Page 11
of 16
Pages
|
Item 1(a). | Name of Issuer: | |
Nxstage
Medical, Inc.
|
||
Item 1(b). | Address of Issuer's Principal Executive Offices: | |
4395
Union Street, 5th
Floor
Lawrence,
MA 01843
|
||
Item 2(a). | Name of Person Filing: | |
James
E. Flynn, Deerfield Capital, L.P., Deerfield Partners, L.P.,
Deerfield
Special
Situations Fund, L.P., Deerfield Management Company, L.P., Deerfield
Special
Situations
Fund International Limited; Deerfield International Limited,
Deerfield
Private Design Fund, L.P.; Deerfield Private Design International,
L.P.
|
||
Item 2(b). | Address of Principal Business Office, or if None, Residence: | |
James
E. Flynn, Deerfield Capital, L.P., Deerfield Partners, L.P.,
Deerfield
Special Situations Fund, L.P., Deerfield Management Company,
L.P.,
Deerfield
Private Design Fund, L.P., Deerfield Private Design International,
L.P.,
780
Third Avenue, 37th Floor, New York, NY 10017; Deerfield International
Limited,
Deerfield
Special Situations Fund International Limited c/o Bisys
Management,
Bison
Court, Columbus Centre, P.O. Box 3460, Road Town, Tortola, British
Virgin
Islands
|
||
Item 2(c). | Citizenship: | |
Mr.
Flynn - United States citizen
Deerfield
Capital, L.P., Deerfield Partners, L.P., Deerfield
Special
Situations Fund, L.P. and Deerfield Private Design Fund, L.P.-
Delaware
limited
partnerships
Deerfield
Management Company, L.P. - New York limited partnership
Deerfield
International Limited and Deerfield Special Situations
Fund
International Limited - British Virgin Islands corporations
Deerfield
Private Design International, L.P. – British Virgin Islands
limited
partnership
|
||
Item 2(d). | Title of Class of Securities: | |
Common
Stock
|
||
Item 2(e). | CUSIP Number: | |
67072V103
|
||
Item 3. |
|
(a) | o | Broker or dealer registered under Section 15 of the Exchange Act. | |
(b) | o | Bank as defined in Section 3(a)(6) of the Exchange Act. | |
(c) | o | Insurance company as defined in Section 3(a)(19) of the Exchange Act. | |
(d) | o | Investment company registered under Section 8 of the Investment Company Act. | |
(e) | o | An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); |
CUSIP
No.
|
67072V103
|
13G
|
Page 12
of 16 Pages
|
(f) | o | An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); | |
(g) | o | A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); | |
(h) | o | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act; | |
(i) | o | A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act; | |
(j) | o | Group, in accordance with Rule 13d-1(b)(1)(ii)(J). |
Item 4. | Ownership. |
(a) | Amount beneficially owned: | ||
Deerfield
Capital, L.P. – 2,160,547 shares
Deerfield
Partners, L.P. – 1,069,051
Deerfield
Special Situations Fund, L.P. – 558,137 shares (Includes
Warrants
to Purchase 57,103 Common Shares)
Deerfield
Management Company, L.P. – 2,489,047 shares
Deerfield
International Limited – 1,500,783
Deerfield
Special Situations Fund International Limited – 988,264
shares
(Includes
Warrants to Purchase 105,115 Common Shares)
Deerfield
Private Design Fund, L.P. – 204,303 shares (Includes Warrants to purchase
34,050 shares of Common Stock)
Deerfield
Private Design International, L.P. – 329,056 shares (Includes Warrants to
purchase 54,843 shares of Common Stock)
James
E. Flynn – 4,659,594 (Includes Warrants to purchase 251,111 shares of
Common
Stock)
|
|||
(b) | Percent of class: | ||
Deerfield
Capital, L.P. – 4.61%
Deerfield
Partners, L.P. – 2.29%
Deerfield
Special Situations Fund, L.P. – 1.19%
Deerfield
Management Company, L.P. – 5.32%
Deerfield
International Limited – 3.21%
Deerfield
Special Situations Fund International Limited – 2.11%
Deerfield
Private Design Fund, L.P. – .40%
Deerfield
Private Design International, L.P. – .70%
James
E. Flynn – 9.93%
|
(c) | Number of shares as to which such person has: | ||||
(i) | Sole power to vote or to direct the vote |
James
E. Flynn – 10,000
All
Other Reporting Persons - 0
|
|||
(ii) | Shared power to vote or to direct the vote |
Deerfield
Capital,
L.P.
– 2,160,547
Deerfield
Partners,
L.P.
– 1,069,051
Deerfield
Special
Situations
Fund,
L.P.
– 558,137 (Includes
Warrants
to Purchase
57,103
Common Shares)
Deerfield
Management
Company,
L.P.
– 2,489,047
Deerfield
International
Limited
– 1,500,783
Deerfield
Special
Situations
Fund
International
Limited
– 988,264 (Includes
Warrants
to Purchase
105,115
Common Shares)
Deerfield
Private Design Fund
L.P.
– 204,303 shares (Includes
Warrants
to Purchase
34,050
Common Shares)
Deerfield
Private Design
International,
L.P. – 329,056
(Includes
Warrants to Purchase
54,843
Common Shares)
James
E. Flynn -
4,659,594
(Includes Warrants to
purchase
251,111 shares of
Common
Stock)
|
CUSIP
No.
|
67072V103
|
13G
|
Page 13
of 16 Pages
|
(iii) | Sole power to dispose or to direct the disposition of |
James
E. Flynn – 10,000
All
Other Reporting Persons - 0
|
|||
(iv) | Shared power to dispose or to direct the disposition of |
L.P.
– 2,160,547
Deerfield
Partners,
L.P.
– 1,069,051
Deerfield
Special
Situations
Fund,
L.P.
– 558,137 Includes
Warrants
to Purchase
57,103
Common Shares)
Deerfield
Management
Company,
L.P.
– 2,489,047
Deerfield
International
Limited
– 1,500,783
Deerfield
Special
Situations
Fund
International
Limited
– 988,264 (Includes
Warrants
to Purchase
105,115
Common Shares)
Deerfield
Private Design
Fund,
L.P. – 204,303 (Includes
Warrants
to Purchase
34,050
Common Shares)
Deerfield
Private Design
International,
L.P. – 329,056
(Includes
Warrants to Purchase
54,843
Common Shares)
James
E. Flynn -
4,659,594
(Includes Warrants to
purchase
251,111 shares of
Common
Stock)
|
CUSIP
No.
|
67072V103
|
13G
|
Page 14
of 16 Pages
|
Item
5.
|
Ownership
of Five Percent or Less of a Class.
|
|
|
Item
6.
|
Ownership of More Than Five Percent on Behalf of Another Person. |
|
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. |
|
N/A
|
Item
8.
|
Identification and Classification of Members of the Group. |
|
See
Exhibit B
|
Item
9.
|
Notice of Dissolution of Group. |
|
N/A
|
Item
10.
|
Certifications. |
CUSIP
No.
|
67072V103
|
13G
|
Page 15
of 16 Pages
|
DEERFIELD
CAPITAL, L.P.
|
||
By:
|
J.E.
Flynn Capital LLC,
General
Partner
|
|
By:
|
/s/
Darren Levine
|
|
Darren
Levine, Attorney-In-Fact
|
||
DEERFIELD
PARTNERS, L.P.
|
||
By:
|
Deerfield
Capital, L.P.
|
|
By:
|
J.E.
Flynn Capital LLC,
General
Partner
|
|
By:
|
/s/
Darren Levine
|
|
|
Darren
Levine, Attorney-In-Fact
|
|
DEERFIELD
SPECIAL SITUATIONS FUND, L.P.
|
||
By:
|
Deerfield
Capital, L.P.
|
|
By:
|
J.E.
Flynn Capital LLC,
General
Partner
|
|
By:
|
/s/
Darren Levine
|
|
Darren
Levine, Attorney-In-Fact
|
DEERFIELD
PRIVATE DESIGN FUND, L.P.
|
||
By:
|
Deerfield
Capital, L.P.
|
|
By:
|
J.E.
Flynn Capital LLC,
General
Partner
|
|
By:
|
/s/
Darren Levine
|
|
Darren
Levine, Attorney-In-Fact
|
DEERFIELD
PRIVATE DESIGN INTERNATIONAL, L.P.
|
||
By:
|
Deerfield
Capital, L.P.
|
|
By:
|
J.E.
Flynn Capital LLC,
General
Partner
|
|
By:
|
/s/
Darren Levine
|
|
Darren
Levine, Attorney-In-Fact
|
CUSIP
No.
|
67072V103
|
13G
|
Page 16
of 16 Pages
|
DEERFIELD
MANAGEMENT COMPANY, L.P.
|
||
By:
|
Flynn
Management LLC
General
Partner
|
|
By:
|
/s/
Darren Levine
|
|
Darren
Levine, Attorney-In-Fact
|
DEERFIELD
INTERNATIONAL LIMITED
|
||
By:
|
Deerfield
Management Company
|
|
By:
|
Flynn
Management LLC,
General
Partner
|
|
By:
|
/s/
Darren Levine
|
|
Darren
Levine, Attorney-In-Fact
|
DEERFIELD
SPECIAL SITUATIONS FUND INTERNATIONAL
LIMITED
|
||
By:
|
Deerfield
Management Company
|
|
By: |
Flynn
Management LLC,
General
Partner
|
|
By:
|
/s/
Darren Levine
|
|
Darren
Levine, Attorney-In-Fact
|
JAMES
E. FLYNN
|
||
/s/
Darren Levine
|
||
Darren
Levine, Attorney-In-Fact
|
Exhibit
A.
|
Joint
Filing Agreement.
|
Exhibit
B.
|
Item
8 Statement.
|
Exhibit
C.(1)
|
Power
of
Attorney.
|
DEERFIELD
CAPITAL, L.P.
|
||
By:
|
J.E.
Flynn Capital LLC,
General
Partner
|
|
By:
|
/s/
Darren Levine
|
|
Darren
Levine, Attorney-In-Fact
|
||
DEERFIELD
PARTNERS, L.P.
|
||
By:
|
Deerfield
Capital, L.P.
|
|
By:
|
J.E.
Flynn Capital LLC,
General
Partner
|
|
By:
|
/s/
Darren Levine
|
|
|
Darren
Levine, Attorney-In-Fact
|
|
DEERFIELD
SPECIAL SITUATIONS FUND, L.P.
|
||
By:
|
Deerfield
Capital, L.P.
|
|
By:
|
J.E.
Flynn Capital LLC,
General
Partner
|
|
By:
|
/s/
Darren Levine
|
|
Darren
Levine, Attorney-In-Fact
|
DEERFIELD
MANAGEMENT COMPANY, L.P.
|
||
By:
|
Flynn
Management LLC
General
Partner
|
|
By:
|
/s/
Darren Levine
|
|
Darren
Levine, Attorney-In-Fact
|
DEERFIELD
PRIVATE DESIGN FUND, L.P.
|
||
By:
|
Deerfield
Capital, L.P.
|
|
By:
|
J.E.
Flynn Capital LLC,
General
Partner
|
|
By:
|
/s/
Darren Levine
|
|
Darren
Levine, Attorney-In-Fact
|
DEERFIELD
PRIVATE DESIGN INTERNATIONAL, L.P.
|
||
By:
|
Deerfield
Capital, L.P.
|
|
By:
|
J.E.
Flynn Capital LLC,
General
Partner
|
|
By:
|
/s/
Darren Levine
|
|
Darren
Levine, Attorney-In-Fact
|
DEERFIELD
INTERNATIONAL LIMITED
|
||
By:
|
Deerfield
Management Company
|
|
By:
|
Flynn
Management LLC,
General
Partner
|
|
By:
|
/s/
Darren Levine
|
|
Darren
Levine, Attorney-In-Fact
|
DEERFIELD
SPECIAL SITUATIONS FUND INTERNATIONAL
LIMITED
|
||
By:
|
Deerfield
Management Company
|
|
By: |
Flynn
Management LLC,
General
Partner
|
|
By:
|
/s/
Darren Levine
|
|
Darren
Levine, Attorney-In-Fact
|
JAMES
E. FLYNN
|
||
/s/
Darren Levine
|
||
Darren
Levine, Attorney-In-Fact
|