NGNE

SEC source: 0001415889-24-027861 · form4-11272024_091125.xml · nonDerivative · entry 2

Samsara BioCapital GP, LLC · CIK 0001888829 · 10% owner

Samsara BioCapital, L.P. · CIK 0001699737 · 10% owner

AKKARAJU SRINIVAS · CIK 0001253170 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · By Samsara BioCapital, L.P.

Disclosed balance after: 1,699,908

F3 · price: The price reported in Column 4 is a weighted average price. These securities were purchased in multiple transactions at prices ranging from $25.47 to $26.44 inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of securities purchased at each separate price within the range set forth in this footnote.

F2 · ownership.nature: Securities are held by Samsara BioCapital L.P. ("Samsara LP"). Samsara BioCapital GP, LLC ("Samsara LLC") is the general partner of Samsara LP and may be deemed to beneficially own the shares held by Samsara LP. Dr. Srinivas Akkaraju, MD, Ph.D. has voting and investment power over the shares held by Samsara LP and, accordingly, may be deemed to beneficially own the shares held by Samsara LP. Each of the Reporting Persons disclaims beneficial ownership in these shares except to the extent of its or his respective pecuniary interest therein.

SEC source: 0001415889-24-027861 · form4-11272024_091125.xml · nonDerivative · entry 1

Samsara BioCapital GP, LLC · CIK 0001888829 · 10% owner

Samsara BioCapital, L.P. · CIK 0001699737 · 10% owner

AKKARAJU SRINIVAS · CIK 0001253170 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · By Samsara BioCapital, L.P.

Disclosed balance after: 1,689,105

F1 · price: The price reported in Column 4 is a weighted average price. These securities were purchased in multiple transactions at prices ranging from $24.25 to $25.23 inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of securities purchased at each separate price within the range set forth in this footnote.

F2 · ownership.nature: Securities are held by Samsara BioCapital L.P. ("Samsara LP"). Samsara BioCapital GP, LLC ("Samsara LLC") is the general partner of Samsara LP and may be deemed to beneficially own the shares held by Samsara LP. Dr. Srinivas Akkaraju, MD, Ph.D. has voting and investment power over the shares held by Samsara LP and, accordingly, may be deemed to beneficially own the shares held by Samsara LP. Each of the Reporting Persons disclaims beneficial ownership in these shares except to the extent of its or his respective pecuniary interest therein.

SEC source: 0001404644-24-000113 · wk-form4_1732588163.xml · nonDerivative · entry 1

Cvijic Christine Mikail · CIK 0001543663 · President and CFO

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 76,844

F1 · price: The price reported is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $20.33 to $20.92, inclusive. The reporting person undertakes to provide to Neurogene Inc. (the "Company"), any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote.

F2 · balance_after: Includes 24,000 shares held jointly by the reporting person and her spouse, David Cvijic.

SEC source: 0001404644-24-000112 · wk-form4_1732588138.xml · nonDerivative · entry 1

McMinn Rachel · CIK 0001606302 · Director · Chief Executive Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 1,297,859

F1 · price: The price reported is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $20.07 to $20.84, inclusive. The reporting person undertakes to provide to Neurogene Inc. (the "Company"), any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote.

SEC source: 0001404644-24-000068 · wk-form4_1718649355.xml · derivative · entry 1

Noonberg Sarah B. · CIK 0001706301 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 7,700

Underlying: Common Stock · 7,700 shares

Expires 2034-06-14

F1 · derivative.exercise_date: This option represents a right to purchase 7,700 shares of the Issuer's common stock, which will vest in its entirety on the earlier of (a) the first anniversary of the date of grant or (b) the date of the Issuer's 2025 Annual Meeting of Stockholders, subject to the Reporting Person's continued service to the Issuer through such applicable vesting date.

SEC source: 0001404644-24-000070 · wk-form4_1718649414.xml · derivative · entry 1

PALEKAR ROHAN · CIK 0001423327 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 7,700

Underlying: Common Stock · 7,700 shares

Expires 2034-06-14

F1 · derivative.exercise_date: This option represents a right to purchase 7,700 shares of the Issuer's common stock, which will vest in its entirety on the earlier of (a) the first anniversary of the date of grant or (b) the date of the Issuer's 2025 Annual Meeting of Stockholders, subject to the Reporting Person's continued service to the Issuer through such applicable vesting date.

SEC source: 0001404644-24-000069 · wk-form4_1718649381.xml · derivative · entry 1

BAFFI ROBERT · CIK 0001274826 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 7,700

Underlying: Common Stock · 7,700 shares

Expires 2034-06-14

F1 · derivative.exercise_date: This option represents a right to purchase 7,700 shares of the Issuer's common stock, which will vest in its entirety on the earlier of (a) the first anniversary of the date of grant or (b) the date of the Issuer's 2025 Annual Meeting of Stockholders, subject to the Reporting Person's continued service to the Issuer through such applicable vesting date.

SEC source: 0001404644-24-000071 · wk-form4_1718649445.xml · derivative · entry 1

Woods Robert Keith · CIK 0001995131 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 7,700

Underlying: Common Stock · 7,700 shares

Expires 2034-06-14

F1 · derivative.exercise_date: This option represents a right to purchase 7,700 shares of the Issuer's common stock, which will vest in its entirety on the earlier of (a) the first anniversary of the date of grant or (b) the date of the Issuer's 2025 Annual Meeting of Stockholders, subject to the Reporting Person's continued service to the Issuer through such applicable vesting date.

SEC source: 0001404644-24-000067 · wk-form4_1718649330.xml · derivative · entry 1

Freedland Cory S. · CIK 0001832569 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 7,700

Underlying: Common Stock · 7,700 shares

Expires 2034-06-14

F1 · derivative.exercise_date: This option represents a right to purchase 7,700 shares of the Issuer's common stock, which will vest in its entirety on the earlier of (a) the first anniversary of the date of grant or (b) the date of the Issuer's 2025 Annual Meeting of Stockholders, subject to the Reporting Person's continued service to the Issuer through such applicable vesting date.

SEC source: 0001996804-26-000010 · wk-form4a_1781645522.xml · derivative · entry 1

Woods Keith · CIK 0001996804 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 7,700

Underlying: Common Stock · 7,700 shares

Expires 2034-06-14

F1 · derivative.exercise_date: This option is fully vested.

SEC source: 0001404644-24-000010 · wk-form4_1710464082.xml · derivative · entry 1

McMinn Rachel · CIK 0001606302 · Director · Chief Executive Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 93,282

Underlying: Common Stock · 93,282 shares

Expires 2034-03-13

F1 · derivative.exercise_date: The option vests as to 1/4 of the total number of shares on March 13, 2025, and then 1/48 of the total number of shares will vest monthly thereafter, subject to the Reporting Person's continued provision of service to the Issuer on each vesting date.

SEC source: 0001404644-24-000008 · wk-form4_1710463991.xml · derivative · entry 2

Cvijic Christine Mikail · CIK 0001543663 · President and CFO

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 53,900

Underlying: Common Stock · 53,900 shares

Expires 2034-03-13

F1 · derivative.exercise_date: The option vests as to 1/4 of the total number of shares on March 13, 2025, and then 1/48 of the total number of shares will vest monthly thereafter, subject to the Reporting Person's continued provision of service to the Issuer on each vesting date.

SEC source: 0001404644-24-000008 · wk-form4_1710463991.xml · nonDerivative · entry 1

Cvijic Christine Mikail · CIK 0001543663 · President and CFO

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 52,844

SEC source: 0001404644-24-000006 · wk-form4_1710463892.xml · derivative · entry 2

Cobb Stuart · CIK 0001994301 · Chief Scientific Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 34,450

Underlying: Common Stock · 34,450 shares

Expires 2034-03-13

F1 · derivative.exercise_date: The option vests as to 1/4 of the total number of shares on March 13, 2025, and then 1/48 of the total number of shares will vest monthly thereafter, subject to the Reporting Person's continued provision of service to the Issuer on each vesting date.

SEC source: 0001404644-24-000006 · wk-form4_1710463892.xml · nonDerivative · entry 1

Cobb Stuart · CIK 0001994301 · Chief Scientific Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 20,391

SEC source: 0000950170-24-005537 · ownership.xml · derivative · entry 1

Noonberg Sarah B. · CIK 0001706301 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 15,400

Underlying: Common Stock · 15,400 shares

Expires 2034-01-16

F1 · derivative.exercise_date: This option represents the right to purchase 15,400 shares of common stock of the Issuer, and vests in equal monthly installments through January 16, 2027, subject to the reporting person's continued service to the Issuer through each applicable vesting date.

SEC source: 0000950170-24-005539 · ownership.xml · derivative · entry 1

PALEKAR ROHAN · CIK 0001423327 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 15,400

Underlying: Common Stock · 15,400 shares

Expires 2034-01-16

F1 · derivative.exercise_date: This option represents the right to purchase 15,400 shares of common stock of the Issuer, and vests in equal monthly installments through January 16, 2027, subject to the reporting person's continued service to the Issuer through each applicable vesting date.

SEC source: 0000950170-24-005541 · ownership.xml · derivative · entry 1

Woods Robert Keith · CIK 0001995131 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 15,400

Underlying: Common Stock · 15,400 shares

Expires 2034-01-16

F1 · derivative.exercise_date: This option represents the right to purchase 15,400 shares of common stock of the Issuer, and vests in equal monthly installments through January 16, 2027, subject to the reporting person's continued service to the Issuer through each applicable vesting date.

SEC source: 0000950170-24-005535 · ownership.xml · derivative · entry 1

Freedland Cory S. · CIK 0001832569 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 15,400

Underlying: Common Stock · 15,400 shares

Expires 2034-01-16

F1 · derivative.exercise_date: This option represents the right to purchase 15,400 shares of common stock of the Issuer, and vests in equal monthly installments through January 16, 2027, subject to the reporting person's continued service to the Issuer through each applicable vesting date.

SEC source: 0000950170-24-005533 · ownership.xml · derivative · entry 1

BAFFI ROBERT · CIK 0001274826 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 15,400

Underlying: Common Stock · 15,400 shares

Expires 2034-01-16

F1 · derivative.exercise_date: This option represents the right to purchase 15,400 shares of common stock of the Issuer, and vests in equal monthly installments through January 16, 2027, subject to the reporting person's continued service to the Issuer through each applicable vesting date.

SEC source: 0000950170-24-005531 · ownership.xml · derivative · entry 1

Jordan Julie · CIK 0001968554 · Chief Medical Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 75,000

Underlying: Common Stock · 75,000 shares

Expires 2034-01-16

F1 · derivative.exercise_date: This option represents the right to purchase 75,000 shares of common stock of the Issuer, of which 25% vests on the first anniversary of the grant date and the remainder vests in equal monthly installments through January 16, 2028, subject to the reporting person's continued service to the Issuer through each applicable vesting date.

SEC source: 0001996804-26-000011 · wk-form4a_1781645528.xml · derivative · entry 1

Woods Keith · CIK 0001996804 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 15,400

Underlying: Common Stock · 15,400 shares

Expires 2034-01-16

F1 · derivative.exercise_date: This option represents the right to purchase 15,400 shares of common stock of the Issuer, and vests in equal monthly installments through January 16, 2027, subject to the reporting person's continued service to the Issuer through each applicable vesting date.

SEC source: 0001209191-23-059388 · doc4.xml · derivative · entry 14

BAKER BROS. ADVISORS LP · CIK 0001263508 · Director · Former 10% Owner

667, L.P. · CIK 0001551139 · Director · Former 10% Owner

BAKER FELIX · CIK 0001087940 · Director · Former 10% Owner

BAKER JULIAN · CIK 0001087939 · Director · Former 10% Owner

Baker Bros. Advisors (GP) LLC · CIK 0001580575 · Director · Former 10% Owner

Baker Brothers Life Sciences LP · CIK 0001363364 · Director · Former 10% Owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · See Footnotes

Disclosed balance after: 2,656,101

Underlying: Common Stock · 1,151,124 shares

Expires not disclosed

F11 · derivative.exercise_price: The $0.000001 Prefunded Warrants are exercisable at any time, at the holder's election, on a 1-for-1 basis into Common Stock to the extent that immediately prior to or after giving effect to such exercise the holders and/ or their affiliates thereof, together with their affiliates and any members of a Section 13(d) group with such holders, would beneficially own, for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, no more than the Maximum Percentage. The Prefunded Warrants have no expiration date.

F15 · price: As a result of and upon the effective time of the Merger, the Funds acquired $0.000001 Prefunded Warrants in exchange for existing shares of Neurogene Series B Preferred Stock ("Series B Preferred") at a rate of 0.0756 $0.000001 Prefunded Warrants for each share of Series B Preferred.

F10 · derivative.exercise_date: By written notice to the Issuer, the Funds may increase or decrease the Maximum Percentage applicable to that fund to any other percentage not in excess of 19.99%; provided that any such increase will not be effective until the 61st day after such notice is delivered to the Issuer.

F11 · derivative.exercise_date: The $0.000001 Prefunded Warrants are exercisable at any time, at the holder's election, on a 1-for-1 basis into Common Stock to the extent that immediately prior to or after giving effect to such exercise the holders and/ or their affiliates thereof, together with their affiliates and any members of a Section 13(d) group with such holders, would beneficially own, for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, no more than the Maximum Percentage. The Prefunded Warrants have no expiration date.

F11 · derivative.expiration_date: The $0.000001 Prefunded Warrants are exercisable at any time, at the holder's election, on a 1-for-1 basis into Common Stock to the extent that immediately prior to or after giving effect to such exercise the holders and/ or their affiliates thereof, together with their affiliates and any members of a Section 13(d) group with such holders, would beneficially own, for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, no more than the Maximum Percentage. The Prefunded Warrants have no expiration date.

F1 · ownership.nature: On December 18, 2023 (the "Closing Date"), Neurogene Inc., a Delaware corporation (formerly known as Neoleukin Therapeutics, Inc. (prior to the Closing Date, "Neoleukin", and after the Closing Date, the "Issuer")) consummated the previously announced business combination (the "Merger") pursuant to that certain Agreement and Plan of Merger, dated as of July 17, 2023 (the "Merger Agreement"), by and among Neoleukin, Project North Merger Sub, Inc., a wholly owned subsidiary of Neoleukin ("Merger Sub"), and Neurogene Inc., a Nevada corporation ("Neurogene"). At the closing of the Merger Neoleukin Therapeutics, Inc. changed its name to Neurogene Inc.

F6 · ownership.nature: Baker Bros. Advisors LP (the "Adviser") serves as the investment adviser to 667 and Baker Brothers Life Sciences, L.P. ("Life Sciences", and together with 667, the "Funds"). In connection with the services provided by the Adviser, the Adviser receives an asset-based management fee that does not confer any pecuniary interest in the securities held directly by the Funds or for the benefit of the Funds. Baker Bros. Advisors (GP) LLC (the "Adviser GP") is the Adviser's sole general partner. Julian C. Baker and Felix J. Baker are managing members of the Adviser GP. The Adviser has complete and unlimited discretion and authority with respect to the investment and voting power of the securities held directly by the Funds. The general partners of the Funds have relinquished to the Adviser all discretion and authority with respect to the investment and voting power of the securities held directly by the Funds.

F7 · ownership.nature: Julian C. Baker, Felix J. Baker, the Adviser GP and the Adviser disclaim beneficial ownership of the securities held directly by the Funds except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that any of Julian C. Baker, Felix J. Baker, the Adviser GP or the Adviser is a beneficial owner of such securities for purposes of Section 16 or any other purpose.

F8 · ownership.nature: After giving effect to the transactions reported herein and as a result of their ownership interest in (i) Baker Brothers Life Sciences Capital, L.P. and (ii) Life Sciences, Julian C. Baker and Felix J. Baker each may be deemed to have an indirect pecuniary interest in Common Stock reported in column 5 of Table I or securities reported in column 9 of Table II directly held by Life Sciences, a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital, L.P., a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital (GP), LLC, due to their interest in Life Sciences and Baker Brothers Life Sciences Capital, L.P.'s right to receive an allocation of a portion of the profits from Life Sciences.

F10 · ownership.nature: By written notice to the Issuer, the Funds may increase or decrease the Maximum Percentage applicable to that fund to any other percentage not in excess of 19.99%; provided that any such increase will not be effective until the 61st day after such notice is delivered to the Issuer.

SEC source: 0001209191-23-059388 · doc4.xml · derivative · entry 13

BAKER BROS. ADVISORS LP · CIK 0001263508 · Director · Former 10% Owner

667, L.P. · CIK 0001551139 · Director · Former 10% Owner

BAKER FELIX · CIK 0001087940 · Director · Former 10% Owner

BAKER JULIAN · CIK 0001087939 · Director · Former 10% Owner

Baker Bros. Advisors (GP) LLC · CIK 0001580575 · Director · Former 10% Owner

Baker Brothers Life Sciences LP · CIK 0001363364 · Director · Former 10% Owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · See Footnotes

Disclosed balance after: 221,149

Underlying: Common Stock · 93,480 shares

Expires not disclosed

F11 · derivative.exercise_price: The $0.000001 Prefunded Warrants are exercisable at any time, at the holder's election, on a 1-for-1 basis into Common Stock to the extent that immediately prior to or after giving effect to such exercise the holders and/ or their affiliates thereof, together with their affiliates and any members of a Section 13(d) group with such holders, would beneficially own, for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, no more than the Maximum Percentage. The Prefunded Warrants have no expiration date.

F15 · price: As a result of and upon the effective time of the Merger, the Funds acquired $0.000001 Prefunded Warrants in exchange for existing shares of Neurogene Series B Preferred Stock ("Series B Preferred") at a rate of 0.0756 $0.000001 Prefunded Warrants for each share of Series B Preferred.

F10 · derivative.exercise_date: By written notice to the Issuer, the Funds may increase or decrease the Maximum Percentage applicable to that fund to any other percentage not in excess of 19.99%; provided that any such increase will not be effective until the 61st day after such notice is delivered to the Issuer.

F11 · derivative.exercise_date: The $0.000001 Prefunded Warrants are exercisable at any time, at the holder's election, on a 1-for-1 basis into Common Stock to the extent that immediately prior to or after giving effect to such exercise the holders and/ or their affiliates thereof, together with their affiliates and any members of a Section 13(d) group with such holders, would beneficially own, for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, no more than the Maximum Percentage. The Prefunded Warrants have no expiration date.

F11 · derivative.expiration_date: The $0.000001 Prefunded Warrants are exercisable at any time, at the holder's election, on a 1-for-1 basis into Common Stock to the extent that immediately prior to or after giving effect to such exercise the holders and/ or their affiliates thereof, together with their affiliates and any members of a Section 13(d) group with such holders, would beneficially own, for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, no more than the Maximum Percentage. The Prefunded Warrants have no expiration date.

F1 · ownership.nature: On December 18, 2023 (the "Closing Date"), Neurogene Inc., a Delaware corporation (formerly known as Neoleukin Therapeutics, Inc. (prior to the Closing Date, "Neoleukin", and after the Closing Date, the "Issuer")) consummated the previously announced business combination (the "Merger") pursuant to that certain Agreement and Plan of Merger, dated as of July 17, 2023 (the "Merger Agreement"), by and among Neoleukin, Project North Merger Sub, Inc., a wholly owned subsidiary of Neoleukin ("Merger Sub"), and Neurogene Inc., a Nevada corporation ("Neurogene"). At the closing of the Merger Neoleukin Therapeutics, Inc. changed its name to Neurogene Inc.

F4 · ownership.nature: After giving effect to the transactions reported herein and as a result of their ownership interest in (i) Baker Biotech Capital, L.P. and (ii) 667, L.P. ("667"), Julian C. Baker and Felix J. Baker each may be deemed to have an indirect pecuniary interest in Common Stock reported in column 5 of Table I or securities reported in column 9 of Table II directly held by 667, a limited partnership of which the sole general partner is Baker Biotech Capital, L.P., a limited partnership of which the sole general partner is Baker Biotech Capital (GP), LLC, due to their interest in 667 and Baker Biotech Capital, L.P.'s right to receive an allocation of a portion of the profits from 667.

F6 · ownership.nature: Baker Bros. Advisors LP (the "Adviser") serves as the investment adviser to 667 and Baker Brothers Life Sciences, L.P. ("Life Sciences", and together with 667, the "Funds"). In connection with the services provided by the Adviser, the Adviser receives an asset-based management fee that does not confer any pecuniary interest in the securities held directly by the Funds or for the benefit of the Funds. Baker Bros. Advisors (GP) LLC (the "Adviser GP") is the Adviser's sole general partner. Julian C. Baker and Felix J. Baker are managing members of the Adviser GP. The Adviser has complete and unlimited discretion and authority with respect to the investment and voting power of the securities held directly by the Funds. The general partners of the Funds have relinquished to the Adviser all discretion and authority with respect to the investment and voting power of the securities held directly by the Funds.

F7 · ownership.nature: Julian C. Baker, Felix J. Baker, the Adviser GP and the Adviser disclaim beneficial ownership of the securities held directly by the Funds except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that any of Julian C. Baker, Felix J. Baker, the Adviser GP or the Adviser is a beneficial owner of such securities for purposes of Section 16 or any other purpose.

SEC source: 0001209191-23-059388 · doc4.xml · derivative · entry 12

BAKER BROS. ADVISORS LP · CIK 0001263508 · Director · Former 10% Owner

667, L.P. · CIK 0001551139 · Director · Former 10% Owner

BAKER FELIX · CIK 0001087940 · Director · Former 10% Owner

BAKER JULIAN · CIK 0001087939 · Director · Former 10% Owner

Baker Bros. Advisors (GP) LLC · CIK 0001580575 · Director · Former 10% Owner

Baker Brothers Life Sciences LP · CIK 0001363364 · Director · Former 10% Owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · See Footnotes

Disclosed balance after: 1,504,977

Underlying: Common Stock · 221,557 shares

Expires not disclosed

F11 · derivative.exercise_price: The $0.000001 Prefunded Warrants are exercisable at any time, at the holder's election, on a 1-for-1 basis into Common Stock to the extent that immediately prior to or after giving effect to such exercise the holders and/ or their affiliates thereof, together with their affiliates and any members of a Section 13(d) group with such holders, would beneficially own, for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, no more than the Maximum Percentage. The Prefunded Warrants have no expiration date.

F14 · price: As a result of and upon the effective time of the Merger, the Funds acquired $0.000001 Prefunded Warrants in exchange for existing shares of Neurogene Series A-2 Preferred Stock ("Series A-2 Preferred") at a rate of 0.0756 $0.000001 Prefunded Warrants for each share of Series A-2 Preferred.

F10 · derivative.exercise_date: By written notice to the Issuer, the Funds may increase or decrease the Maximum Percentage applicable to that fund to any other percentage not in excess of 19.99%; provided that any such increase will not be effective until the 61st day after such notice is delivered to the Issuer.

F11 · derivative.exercise_date: The $0.000001 Prefunded Warrants are exercisable at any time, at the holder's election, on a 1-for-1 basis into Common Stock to the extent that immediately prior to or after giving effect to such exercise the holders and/ or their affiliates thereof, together with their affiliates and any members of a Section 13(d) group with such holders, would beneficially own, for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, no more than the Maximum Percentage. The Prefunded Warrants have no expiration date.

F11 · derivative.expiration_date: The $0.000001 Prefunded Warrants are exercisable at any time, at the holder's election, on a 1-for-1 basis into Common Stock to the extent that immediately prior to or after giving effect to such exercise the holders and/ or their affiliates thereof, together with their affiliates and any members of a Section 13(d) group with such holders, would beneficially own, for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, no more than the Maximum Percentage. The Prefunded Warrants have no expiration date.

F1 · ownership.nature: On December 18, 2023 (the "Closing Date"), Neurogene Inc., a Delaware corporation (formerly known as Neoleukin Therapeutics, Inc. (prior to the Closing Date, "Neoleukin", and after the Closing Date, the "Issuer")) consummated the previously announced business combination (the "Merger") pursuant to that certain Agreement and Plan of Merger, dated as of July 17, 2023 (the "Merger Agreement"), by and among Neoleukin, Project North Merger Sub, Inc., a wholly owned subsidiary of Neoleukin ("Merger Sub"), and Neurogene Inc., a Nevada corporation ("Neurogene"). At the closing of the Merger Neoleukin Therapeutics, Inc. changed its name to Neurogene Inc.

F6 · ownership.nature: Baker Bros. Advisors LP (the "Adviser") serves as the investment adviser to 667 and Baker Brothers Life Sciences, L.P. ("Life Sciences", and together with 667, the "Funds"). In connection with the services provided by the Adviser, the Adviser receives an asset-based management fee that does not confer any pecuniary interest in the securities held directly by the Funds or for the benefit of the Funds. Baker Bros. Advisors (GP) LLC (the "Adviser GP") is the Adviser's sole general partner. Julian C. Baker and Felix J. Baker are managing members of the Adviser GP. The Adviser has complete and unlimited discretion and authority with respect to the investment and voting power of the securities held directly by the Funds. The general partners of the Funds have relinquished to the Adviser all discretion and authority with respect to the investment and voting power of the securities held directly by the Funds.

F7 · ownership.nature: Julian C. Baker, Felix J. Baker, the Adviser GP and the Adviser disclaim beneficial ownership of the securities held directly by the Funds except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that any of Julian C. Baker, Felix J. Baker, the Adviser GP or the Adviser is a beneficial owner of such securities for purposes of Section 16 or any other purpose.

F8 · ownership.nature: After giving effect to the transactions reported herein and as a result of their ownership interest in (i) Baker Brothers Life Sciences Capital, L.P. and (ii) Life Sciences, Julian C. Baker and Felix J. Baker each may be deemed to have an indirect pecuniary interest in Common Stock reported in column 5 of Table I or securities reported in column 9 of Table II directly held by Life Sciences, a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital, L.P., a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital (GP), LLC, due to their interest in Life Sciences and Baker Brothers Life Sciences Capital, L.P.'s right to receive an allocation of a portion of the profits from Life Sciences.

SEC source: 0001209191-23-059388 · doc4.xml · derivative · entry 11

BAKER BROS. ADVISORS LP · CIK 0001263508 · Director · Former 10% Owner

667, L.P. · CIK 0001551139 · Director · Former 10% Owner

BAKER FELIX · CIK 0001087940 · Director · Former 10% Owner

BAKER JULIAN · CIK 0001087939 · Director · Former 10% Owner

Baker Bros. Advisors (GP) LLC · CIK 0001580575 · Director · Former 10% Owner

Baker Brothers Life Sciences LP · CIK 0001363364 · Director · Former 10% Owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · See Footnotes

Disclosed balance after: 127,669

Underlying: Common Stock · 20,562 shares

Expires not disclosed

F11 · derivative.exercise_price: The $0.000001 Prefunded Warrants are exercisable at any time, at the holder's election, on a 1-for-1 basis into Common Stock to the extent that immediately prior to or after giving effect to such exercise the holders and/ or their affiliates thereof, together with their affiliates and any members of a Section 13(d) group with such holders, would beneficially own, for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, no more than the Maximum Percentage. The Prefunded Warrants have no expiration date.

F14 · price: As a result of and upon the effective time of the Merger, the Funds acquired $0.000001 Prefunded Warrants in exchange for existing shares of Neurogene Series A-2 Preferred Stock ("Series A-2 Preferred") at a rate of 0.0756 $0.000001 Prefunded Warrants for each share of Series A-2 Preferred.

F10 · derivative.exercise_date: By written notice to the Issuer, the Funds may increase or decrease the Maximum Percentage applicable to that fund to any other percentage not in excess of 19.99%; provided that any such increase will not be effective until the 61st day after such notice is delivered to the Issuer.

F11 · derivative.exercise_date: The $0.000001 Prefunded Warrants are exercisable at any time, at the holder's election, on a 1-for-1 basis into Common Stock to the extent that immediately prior to or after giving effect to such exercise the holders and/ or their affiliates thereof, together with their affiliates and any members of a Section 13(d) group with such holders, would beneficially own, for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, no more than the Maximum Percentage. The Prefunded Warrants have no expiration date.

F11 · derivative.expiration_date: The $0.000001 Prefunded Warrants are exercisable at any time, at the holder's election, on a 1-for-1 basis into Common Stock to the extent that immediately prior to or after giving effect to such exercise the holders and/ or their affiliates thereof, together with their affiliates and any members of a Section 13(d) group with such holders, would beneficially own, for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, no more than the Maximum Percentage. The Prefunded Warrants have no expiration date.

F1 · ownership.nature: On December 18, 2023 (the "Closing Date"), Neurogene Inc., a Delaware corporation (formerly known as Neoleukin Therapeutics, Inc. (prior to the Closing Date, "Neoleukin", and after the Closing Date, the "Issuer")) consummated the previously announced business combination (the "Merger") pursuant to that certain Agreement and Plan of Merger, dated as of July 17, 2023 (the "Merger Agreement"), by and among Neoleukin, Project North Merger Sub, Inc., a wholly owned subsidiary of Neoleukin ("Merger Sub"), and Neurogene Inc., a Nevada corporation ("Neurogene"). At the closing of the Merger Neoleukin Therapeutics, Inc. changed its name to Neurogene Inc.

F4 · ownership.nature: After giving effect to the transactions reported herein and as a result of their ownership interest in (i) Baker Biotech Capital, L.P. and (ii) 667, L.P. ("667"), Julian C. Baker and Felix J. Baker each may be deemed to have an indirect pecuniary interest in Common Stock reported in column 5 of Table I or securities reported in column 9 of Table II directly held by 667, a limited partnership of which the sole general partner is Baker Biotech Capital, L.P., a limited partnership of which the sole general partner is Baker Biotech Capital (GP), LLC, due to their interest in 667 and Baker Biotech Capital, L.P.'s right to receive an allocation of a portion of the profits from 667.

F6 · ownership.nature: Baker Bros. Advisors LP (the "Adviser") serves as the investment adviser to 667 and Baker Brothers Life Sciences, L.P. ("Life Sciences", and together with 667, the "Funds"). In connection with the services provided by the Adviser, the Adviser receives an asset-based management fee that does not confer any pecuniary interest in the securities held directly by the Funds or for the benefit of the Funds. Baker Bros. Advisors (GP) LLC (the "Adviser GP") is the Adviser's sole general partner. Julian C. Baker and Felix J. Baker are managing members of the Adviser GP. The Adviser has complete and unlimited discretion and authority with respect to the investment and voting power of the securities held directly by the Funds. The general partners of the Funds have relinquished to the Adviser all discretion and authority with respect to the investment and voting power of the securities held directly by the Funds.

F7 · ownership.nature: Julian C. Baker, Felix J. Baker, the Adviser GP and the Adviser disclaim beneficial ownership of the securities held directly by the Funds except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that any of Julian C. Baker, Felix J. Baker, the Adviser GP or the Adviser is a beneficial owner of such securities for purposes of Section 16 or any other purpose.

SEC source: 0001209191-23-059388 · doc4.xml · derivative · entry 10

BAKER BROS. ADVISORS LP · CIK 0001263508 · Director · Former 10% Owner

667, L.P. · CIK 0001551139 · Director · Former 10% Owner

BAKER FELIX · CIK 0001087940 · Director · Former 10% Owner

BAKER JULIAN · CIK 0001087939 · Director · Former 10% Owner

Baker Bros. Advisors (GP) LLC · CIK 0001580575 · Director · Former 10% Owner

Baker Brothers Life Sciences LP · CIK 0001363364 · Director · Former 10% Owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · See Footnotes

Disclosed balance after: 1,283,420

Underlying: Common Stock · 310,130 shares

Expires not disclosed

F11 · derivative.exercise_price: The $0.000001 Prefunded Warrants are exercisable at any time, at the holder's election, on a 1-for-1 basis into Common Stock to the extent that immediately prior to or after giving effect to such exercise the holders and/ or their affiliates thereof, together with their affiliates and any members of a Section 13(d) group with such holders, would beneficially own, for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, no more than the Maximum Percentage. The Prefunded Warrants have no expiration date.

F13 · price: As a result of and upon the effective time of the Merger, the Funds acquired $0.000001 Prefunded Warrants in exchange for existing shares of Neurogene Series A-1 Preferred Stock ("Series A-1 Preferred") at a rate of 0.0756 $0.000001 Prefunded Warrants for each share of Series A-1 Preferred.

F10 · derivative.exercise_date: By written notice to the Issuer, the Funds may increase or decrease the Maximum Percentage applicable to that fund to any other percentage not in excess of 19.99%; provided that any such increase will not be effective until the 61st day after such notice is delivered to the Issuer.

F11 · derivative.exercise_date: The $0.000001 Prefunded Warrants are exercisable at any time, at the holder's election, on a 1-for-1 basis into Common Stock to the extent that immediately prior to or after giving effect to such exercise the holders and/ or their affiliates thereof, together with their affiliates and any members of a Section 13(d) group with such holders, would beneficially own, for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, no more than the Maximum Percentage. The Prefunded Warrants have no expiration date.

F11 · derivative.expiration_date: The $0.000001 Prefunded Warrants are exercisable at any time, at the holder's election, on a 1-for-1 basis into Common Stock to the extent that immediately prior to or after giving effect to such exercise the holders and/ or their affiliates thereof, together with their affiliates and any members of a Section 13(d) group with such holders, would beneficially own, for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, no more than the Maximum Percentage. The Prefunded Warrants have no expiration date.

F1 · ownership.nature: On December 18, 2023 (the "Closing Date"), Neurogene Inc., a Delaware corporation (formerly known as Neoleukin Therapeutics, Inc. (prior to the Closing Date, "Neoleukin", and after the Closing Date, the "Issuer")) consummated the previously announced business combination (the "Merger") pursuant to that certain Agreement and Plan of Merger, dated as of July 17, 2023 (the "Merger Agreement"), by and among Neoleukin, Project North Merger Sub, Inc., a wholly owned subsidiary of Neoleukin ("Merger Sub"), and Neurogene Inc., a Nevada corporation ("Neurogene"). At the closing of the Merger Neoleukin Therapeutics, Inc. changed its name to Neurogene Inc.

F6 · ownership.nature: Baker Bros. Advisors LP (the "Adviser") serves as the investment adviser to 667 and Baker Brothers Life Sciences, L.P. ("Life Sciences", and together with 667, the "Funds"). In connection with the services provided by the Adviser, the Adviser receives an asset-based management fee that does not confer any pecuniary interest in the securities held directly by the Funds or for the benefit of the Funds. Baker Bros. Advisors (GP) LLC (the "Adviser GP") is the Adviser's sole general partner. Julian C. Baker and Felix J. Baker are managing members of the Adviser GP. The Adviser has complete and unlimited discretion and authority with respect to the investment and voting power of the securities held directly by the Funds. The general partners of the Funds have relinquished to the Adviser all discretion and authority with respect to the investment and voting power of the securities held directly by the Funds.

F7 · ownership.nature: Julian C. Baker, Felix J. Baker, the Adviser GP and the Adviser disclaim beneficial ownership of the securities held directly by the Funds except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that any of Julian C. Baker, Felix J. Baker, the Adviser GP or the Adviser is a beneficial owner of such securities for purposes of Section 16 or any other purpose.

F8 · ownership.nature: After giving effect to the transactions reported herein and as a result of their ownership interest in (i) Baker Brothers Life Sciences Capital, L.P. and (ii) Life Sciences, Julian C. Baker and Felix J. Baker each may be deemed to have an indirect pecuniary interest in Common Stock reported in column 5 of Table I or securities reported in column 9 of Table II directly held by Life Sciences, a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital, L.P., a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital (GP), LLC, due to their interest in Life Sciences and Baker Brothers Life Sciences Capital, L.P.'s right to receive an allocation of a portion of the profits from Life Sciences.

SEC source: 0001209191-23-059388 · doc4.xml · derivative · entry 9

BAKER BROS. ADVISORS LP · CIK 0001263508 · Director · Former 10% Owner

667, L.P. · CIK 0001551139 · Director · Former 10% Owner

BAKER FELIX · CIK 0001087940 · Director · Former 10% Owner

BAKER JULIAN · CIK 0001087939 · Director · Former 10% Owner

Baker Bros. Advisors (GP) LLC · CIK 0001580575 · Director · Former 10% Owner

Baker Brothers Life Sciences LP · CIK 0001363364 · Director · Former 10% Owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · See Footnotes

Disclosed balance after: 107,107

Underlying: Common Stock · 28,782 shares

Expires not disclosed

F11 · derivative.exercise_price: The $0.000001 Prefunded Warrants are exercisable at any time, at the holder's election, on a 1-for-1 basis into Common Stock to the extent that immediately prior to or after giving effect to such exercise the holders and/ or their affiliates thereof, together with their affiliates and any members of a Section 13(d) group with such holders, would beneficially own, for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, no more than the Maximum Percentage. The Prefunded Warrants have no expiration date.

F13 · price: As a result of and upon the effective time of the Merger, the Funds acquired $0.000001 Prefunded Warrants in exchange for existing shares of Neurogene Series A-1 Preferred Stock ("Series A-1 Preferred") at a rate of 0.0756 $0.000001 Prefunded Warrants for each share of Series A-1 Preferred.

F10 · derivative.exercise_date: By written notice to the Issuer, the Funds may increase or decrease the Maximum Percentage applicable to that fund to any other percentage not in excess of 19.99%; provided that any such increase will not be effective until the 61st day after such notice is delivered to the Issuer.

F11 · derivative.exercise_date: The $0.000001 Prefunded Warrants are exercisable at any time, at the holder's election, on a 1-for-1 basis into Common Stock to the extent that immediately prior to or after giving effect to such exercise the holders and/ or their affiliates thereof, together with their affiliates and any members of a Section 13(d) group with such holders, would beneficially own, for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, no more than the Maximum Percentage. The Prefunded Warrants have no expiration date.

F11 · derivative.expiration_date: The $0.000001 Prefunded Warrants are exercisable at any time, at the holder's election, on a 1-for-1 basis into Common Stock to the extent that immediately prior to or after giving effect to such exercise the holders and/ or their affiliates thereof, together with their affiliates and any members of a Section 13(d) group with such holders, would beneficially own, for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, no more than the Maximum Percentage. The Prefunded Warrants have no expiration date.

F1 · ownership.nature: On December 18, 2023 (the "Closing Date"), Neurogene Inc., a Delaware corporation (formerly known as Neoleukin Therapeutics, Inc. (prior to the Closing Date, "Neoleukin", and after the Closing Date, the "Issuer")) consummated the previously announced business combination (the "Merger") pursuant to that certain Agreement and Plan of Merger, dated as of July 17, 2023 (the "Merger Agreement"), by and among Neoleukin, Project North Merger Sub, Inc., a wholly owned subsidiary of Neoleukin ("Merger Sub"), and Neurogene Inc., a Nevada corporation ("Neurogene"). At the closing of the Merger Neoleukin Therapeutics, Inc. changed its name to Neurogene Inc.

F4 · ownership.nature: After giving effect to the transactions reported herein and as a result of their ownership interest in (i) Baker Biotech Capital, L.P. and (ii) 667, L.P. ("667"), Julian C. Baker and Felix J. Baker each may be deemed to have an indirect pecuniary interest in Common Stock reported in column 5 of Table I or securities reported in column 9 of Table II directly held by 667, a limited partnership of which the sole general partner is Baker Biotech Capital, L.P., a limited partnership of which the sole general partner is Baker Biotech Capital (GP), LLC, due to their interest in 667 and Baker Biotech Capital, L.P.'s right to receive an allocation of a portion of the profits from 667.

F6 · ownership.nature: Baker Bros. Advisors LP (the "Adviser") serves as the investment adviser to 667 and Baker Brothers Life Sciences, L.P. ("Life Sciences", and together with 667, the "Funds"). In connection with the services provided by the Adviser, the Adviser receives an asset-based management fee that does not confer any pecuniary interest in the securities held directly by the Funds or for the benefit of the Funds. Baker Bros. Advisors (GP) LLC (the "Adviser GP") is the Adviser's sole general partner. Julian C. Baker and Felix J. Baker are managing members of the Adviser GP. The Adviser has complete and unlimited discretion and authority with respect to the investment and voting power of the securities held directly by the Funds. The general partners of the Funds have relinquished to the Adviser all discretion and authority with respect to the investment and voting power of the securities held directly by the Funds.

F7 · ownership.nature: Julian C. Baker, Felix J. Baker, the Adviser GP and the Adviser disclaim beneficial ownership of the securities held directly by the Funds except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that any of Julian C. Baker, Felix J. Baker, the Adviser GP or the Adviser is a beneficial owner of such securities for purposes of Section 16 or any other purpose.

SEC source: 0001209191-23-059388 · doc4.xml · derivative · entry 8

BAKER BROS. ADVISORS LP · CIK 0001263508 · Director · Former 10% Owner

667, L.P. · CIK 0001551139 · Director · Former 10% Owner

BAKER FELIX · CIK 0001087940 · Director · Former 10% Owner

BAKER JULIAN · CIK 0001087939 · Director · Former 10% Owner

Baker Bros. Advisors (GP) LLC · CIK 0001580575 · Director · Former 10% Owner

Baker Brothers Life Sciences LP · CIK 0001363364 · Director · Former 10% Owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · See Footnotes

Disclosed balance after: 973,290

Underlying: Common Stock · 973,290 shares

Expires not disclosed

F11 · derivative.exercise_price: The $0.000001 Prefunded Warrants are exercisable at any time, at the holder's election, on a 1-for-1 basis into Common Stock to the extent that immediately prior to or after giving effect to such exercise the holders and/ or their affiliates thereof, together with their affiliates and any members of a Section 13(d) group with such holders, would beneficially own, for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, no more than the Maximum Percentage. The Prefunded Warrants have no expiration date.

F12 · price: 667 and Life Sciences acquired 78,325 and 973,290 warrants to purchase Common Stock, respectively, at an exercise price of $0.000001 per share ("$0.000001 Prefunded Warrants") in the Merger at a rate of 0.0756 $0.000001 Prefunded Warrants for each Neurogen Prefunded Warrant.

F10 · derivative.exercise_date: By written notice to the Issuer, the Funds may increase or decrease the Maximum Percentage applicable to that fund to any other percentage not in excess of 19.99%; provided that any such increase will not be effective until the 61st day after such notice is delivered to the Issuer.

F11 · derivative.exercise_date: The $0.000001 Prefunded Warrants are exercisable at any time, at the holder's election, on a 1-for-1 basis into Common Stock to the extent that immediately prior to or after giving effect to such exercise the holders and/ or their affiliates thereof, together with their affiliates and any members of a Section 13(d) group with such holders, would beneficially own, for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, no more than the Maximum Percentage. The Prefunded Warrants have no expiration date.

F11 · derivative.expiration_date: The $0.000001 Prefunded Warrants are exercisable at any time, at the holder's election, on a 1-for-1 basis into Common Stock to the extent that immediately prior to or after giving effect to such exercise the holders and/ or their affiliates thereof, together with their affiliates and any members of a Section 13(d) group with such holders, would beneficially own, for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, no more than the Maximum Percentage. The Prefunded Warrants have no expiration date.

F1 · ownership.nature: On December 18, 2023 (the "Closing Date"), Neurogene Inc., a Delaware corporation (formerly known as Neoleukin Therapeutics, Inc. (prior to the Closing Date, "Neoleukin", and after the Closing Date, the "Issuer")) consummated the previously announced business combination (the "Merger") pursuant to that certain Agreement and Plan of Merger, dated as of July 17, 2023 (the "Merger Agreement"), by and among Neoleukin, Project North Merger Sub, Inc., a wholly owned subsidiary of Neoleukin ("Merger Sub"), and Neurogene Inc., a Nevada corporation ("Neurogene"). At the closing of the Merger Neoleukin Therapeutics, Inc. changed its name to Neurogene Inc.

F6 · ownership.nature: Baker Bros. Advisors LP (the "Adviser") serves as the investment adviser to 667 and Baker Brothers Life Sciences, L.P. ("Life Sciences", and together with 667, the "Funds"). In connection with the services provided by the Adviser, the Adviser receives an asset-based management fee that does not confer any pecuniary interest in the securities held directly by the Funds or for the benefit of the Funds. Baker Bros. Advisors (GP) LLC (the "Adviser GP") is the Adviser's sole general partner. Julian C. Baker and Felix J. Baker are managing members of the Adviser GP. The Adviser has complete and unlimited discretion and authority with respect to the investment and voting power of the securities held directly by the Funds. The general partners of the Funds have relinquished to the Adviser all discretion and authority with respect to the investment and voting power of the securities held directly by the Funds.

F7 · ownership.nature: Julian C. Baker, Felix J. Baker, the Adviser GP and the Adviser disclaim beneficial ownership of the securities held directly by the Funds except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that any of Julian C. Baker, Felix J. Baker, the Adviser GP or the Adviser is a beneficial owner of such securities for purposes of Section 16 or any other purpose.

F8 · ownership.nature: After giving effect to the transactions reported herein and as a result of their ownership interest in (i) Baker Brothers Life Sciences Capital, L.P. and (ii) Life Sciences, Julian C. Baker and Felix J. Baker each may be deemed to have an indirect pecuniary interest in Common Stock reported in column 5 of Table I or securities reported in column 9 of Table II directly held by Life Sciences, a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital, L.P., a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital (GP), LLC, due to their interest in Life Sciences and Baker Brothers Life Sciences Capital, L.P.'s right to receive an allocation of a portion of the profits from Life Sciences.

F10 · ownership.nature: By written notice to the Issuer, the Funds may increase or decrease the Maximum Percentage applicable to that fund to any other percentage not in excess of 19.99%; provided that any such increase will not be effective until the 61st day after such notice is delivered to the Issuer.

F11 · ownership.nature: The $0.000001 Prefunded Warrants are exercisable at any time, at the holder's election, on a 1-for-1 basis into Common Stock to the extent that immediately prior to or after giving effect to such exercise the holders and/ or their affiliates thereof, together with their affiliates and any members of a Section 13(d) group with such holders, would beneficially own, for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, no more than the Maximum Percentage. The Prefunded Warrants have no expiration date.

SEC source: 0001209191-23-059388 · doc4.xml · derivative · entry 7

BAKER BROS. ADVISORS LP · CIK 0001263508 · Director · Former 10% Owner

667, L.P. · CIK 0001551139 · Director · Former 10% Owner

BAKER FELIX · CIK 0001087940 · Director · Former 10% Owner

BAKER JULIAN · CIK 0001087939 · Director · Former 10% Owner

Baker Bros. Advisors (GP) LLC · CIK 0001580575 · Director · Former 10% Owner

Baker Brothers Life Sciences LP · CIK 0001363364 · Director · Former 10% Owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · See Footnotes

Disclosed balance after: 78,325

Underlying: Common Stock · 78,325 shares

Expires not disclosed

F11 · derivative.exercise_price: The $0.000001 Prefunded Warrants are exercisable at any time, at the holder's election, on a 1-for-1 basis into Common Stock to the extent that immediately prior to or after giving effect to such exercise the holders and/ or their affiliates thereof, together with their affiliates and any members of a Section 13(d) group with such holders, would beneficially own, for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, no more than the Maximum Percentage. The Prefunded Warrants have no expiration date.

F12 · price: 667 and Life Sciences acquired 78,325 and 973,290 warrants to purchase Common Stock, respectively, at an exercise price of $0.000001 per share ("$0.000001 Prefunded Warrants") in the Merger at a rate of 0.0756 $0.000001 Prefunded Warrants for each Neurogen Prefunded Warrant.

F10 · derivative.exercise_date: By written notice to the Issuer, the Funds may increase or decrease the Maximum Percentage applicable to that fund to any other percentage not in excess of 19.99%; provided that any such increase will not be effective until the 61st day after such notice is delivered to the Issuer.

F11 · derivative.exercise_date: The $0.000001 Prefunded Warrants are exercisable at any time, at the holder's election, on a 1-for-1 basis into Common Stock to the extent that immediately prior to or after giving effect to such exercise the holders and/ or their affiliates thereof, together with their affiliates and any members of a Section 13(d) group with such holders, would beneficially own, for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, no more than the Maximum Percentage. The Prefunded Warrants have no expiration date.

F11 · derivative.expiration_date: The $0.000001 Prefunded Warrants are exercisable at any time, at the holder's election, on a 1-for-1 basis into Common Stock to the extent that immediately prior to or after giving effect to such exercise the holders and/ or their affiliates thereof, together with their affiliates and any members of a Section 13(d) group with such holders, would beneficially own, for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, no more than the Maximum Percentage. The Prefunded Warrants have no expiration date.

F1 · ownership.nature: On December 18, 2023 (the "Closing Date"), Neurogene Inc., a Delaware corporation (formerly known as Neoleukin Therapeutics, Inc. (prior to the Closing Date, "Neoleukin", and after the Closing Date, the "Issuer")) consummated the previously announced business combination (the "Merger") pursuant to that certain Agreement and Plan of Merger, dated as of July 17, 2023 (the "Merger Agreement"), by and among Neoleukin, Project North Merger Sub, Inc., a wholly owned subsidiary of Neoleukin ("Merger Sub"), and Neurogene Inc., a Nevada corporation ("Neurogene"). At the closing of the Merger Neoleukin Therapeutics, Inc. changed its name to Neurogene Inc.

F4 · ownership.nature: After giving effect to the transactions reported herein and as a result of their ownership interest in (i) Baker Biotech Capital, L.P. and (ii) 667, L.P. ("667"), Julian C. Baker and Felix J. Baker each may be deemed to have an indirect pecuniary interest in Common Stock reported in column 5 of Table I or securities reported in column 9 of Table II directly held by 667, a limited partnership of which the sole general partner is Baker Biotech Capital, L.P., a limited partnership of which the sole general partner is Baker Biotech Capital (GP), LLC, due to their interest in 667 and Baker Biotech Capital, L.P.'s right to receive an allocation of a portion of the profits from 667.

F6 · ownership.nature: Baker Bros. Advisors LP (the "Adviser") serves as the investment adviser to 667 and Baker Brothers Life Sciences, L.P. ("Life Sciences", and together with 667, the "Funds"). In connection with the services provided by the Adviser, the Adviser receives an asset-based management fee that does not confer any pecuniary interest in the securities held directly by the Funds or for the benefit of the Funds. Baker Bros. Advisors (GP) LLC (the "Adviser GP") is the Adviser's sole general partner. Julian C. Baker and Felix J. Baker are managing members of the Adviser GP. The Adviser has complete and unlimited discretion and authority with respect to the investment and voting power of the securities held directly by the Funds. The general partners of the Funds have relinquished to the Adviser all discretion and authority with respect to the investment and voting power of the securities held directly by the Funds.

F7 · ownership.nature: Julian C. Baker, Felix J. Baker, the Adviser GP and the Adviser disclaim beneficial ownership of the securities held directly by the Funds except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that any of Julian C. Baker, Felix J. Baker, the Adviser GP or the Adviser is a beneficial owner of such securities for purposes of Section 16 or any other purpose.

F10 · ownership.nature: By written notice to the Issuer, the Funds may increase or decrease the Maximum Percentage applicable to that fund to any other percentage not in excess of 19.99%; provided that any such increase will not be effective until the 61st day after such notice is delivered to the Issuer.

F11 · ownership.nature: The $0.000001 Prefunded Warrants are exercisable at any time, at the holder's election, on a 1-for-1 basis into Common Stock to the extent that immediately prior to or after giving effect to such exercise the holders and/ or their affiliates thereof, together with their affiliates and any members of a Section 13(d) group with such holders, would beneficially own, for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, no more than the Maximum Percentage. The Prefunded Warrants have no expiration date.

SEC source: 0001209191-23-052526 · doc4.xml · derivative · entry 6

BAKER BROS. ADVISORS LP · CIK 0001263508 · Director · 10% owner

667, L.P. · CIK 0001551139 · Director · 10% owner

Baker Brothers Life Sciences LP · CIK 0001363364 · Director · 10% owner

BAKER FELIX · CIK 0001087940 · Director · 10% owner

BAKER JULIAN · CIK 0001087939 · Director · 10% owner

Baker Bros. Advisors (GP) LLC · CIK 0001580575 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · See Footnotes

Disclosed balance after: 1,521,176

Underlying: Common Stock · 535,601 shares

Expires not disclosed

F4 · derivative.exercise_price: On October 5, 2023, 667, L.P. ("667") and Baker Brothers Life Sciences, L.P. ("Life Sciences", and together with 667, the "Funds") exercised prefunded warrants with an exercise price of $0.000005 per share ("Prefunded Warrants") to purchase 57,049 and 535,601 shares, respectively. The Prefunded Warrants have no expiration date and are exercisable immediately on a 1-for-1 basis into Common Stock.

F9 · price: Pursuant to Instruction 4(c)(iii), this response has been left blank.

F4 · derivative.exercise_date: On October 5, 2023, 667, L.P. ("667") and Baker Brothers Life Sciences, L.P. ("Life Sciences", and together with 667, the "Funds") exercised prefunded warrants with an exercise price of $0.000005 per share ("Prefunded Warrants") to purchase 57,049 and 535,601 shares, respectively. The Prefunded Warrants have no expiration date and are exercisable immediately on a 1-for-1 basis into Common Stock.

F4 · derivative.expiration_date: On October 5, 2023, 667, L.P. ("667") and Baker Brothers Life Sciences, L.P. ("Life Sciences", and together with 667, the "Funds") exercised prefunded warrants with an exercise price of $0.000005 per share ("Prefunded Warrants") to purchase 57,049 and 535,601 shares, respectively. The Prefunded Warrants have no expiration date and are exercisable immediately on a 1-for-1 basis into Common Stock.

F2 · balance_after: Reflects a 1-for-5 reverse stock split of the Common Stock effected by the Issuer on September 25, 2023.

F2 · ownership.nature: Reflects a 1-for-5 reverse stock split of the Common Stock effected by the Issuer on September 25, 2023.

F5 · ownership.nature: Baker Bros. Advisors LP (the "Adviser") serves as the investment adviser to the Funds. In connection with the services provided by the Adviser, the Adviser receives an asset-based management fee that does not confer any pecuniary interest in the securities held directly by the Funds or for the benefit of the Funds. Baker Bros. Advisors (GP) LLC (the "Adviser GP") is the Adviser's sole general partner. Julian C. Baker and Felix J. Baker are managing members of the Adviser GP. The Adviser has complete and unlimited discretion and authority with respect to the investment and voting power of the securities held directly by the Funds. The general partners of the Funds have relinquished to the Adviser all discretion and authority with respect to the investment and voting power of the securities held directly by the Funds.

F6 · ownership.nature: Julian C. Baker, Felix J. Baker, the Adviser GP and the Adviser disclaim beneficial ownership of the securities held directly by the Funds except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that any of Julian C. Baker, Felix J. Baker, the Adviser GP or the Adviser is a beneficial owner of such securities for purposes of Section 16 or any other purpose.

F11 · ownership.nature: After giving effect to the transactions reported herein and as a result of their ownership interest in (i) Baker Brothers Life Sciences Capital, L.P. and (ii) Life Sciences, Julian C. Baker and Felix J. Baker each may be deemed to have an indirect pecuniary interest in securities reported in column 9 of Table II directly held by Life Sciences, a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital, L.P., a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital (GP), LLC, due to their interest in Life Sciences and Baker Brothers Life Sciences Capital, L.P.'s right to receive an allocation of a portion of the profits from Life Sciences.

SEC source: 0001209191-23-052526 · doc4.xml · derivative · entry 5

BAKER BROS. ADVISORS LP · CIK 0001263508 · Director · 10% owner

667, L.P. · CIK 0001551139 · Director · 10% owner

Baker Brothers Life Sciences LP · CIK 0001363364 · Director · 10% owner

BAKER FELIX · CIK 0001087940 · Director · 10% owner

BAKER JULIAN · CIK 0001087939 · Director · 10% owner

Baker Bros. Advisors (GP) LLC · CIK 0001580575 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · See Footnotes

Disclosed balance after: 182,775

Underlying: Common Stock · 57,049 shares

Expires not disclosed

F4 · derivative.exercise_price: On October 5, 2023, 667, L.P. ("667") and Baker Brothers Life Sciences, L.P. ("Life Sciences", and together with 667, the "Funds") exercised prefunded warrants with an exercise price of $0.000005 per share ("Prefunded Warrants") to purchase 57,049 and 535,601 shares, respectively. The Prefunded Warrants have no expiration date and are exercisable immediately on a 1-for-1 basis into Common Stock.

F9 · price: Pursuant to Instruction 4(c)(iii), this response has been left blank.

F4 · derivative.exercise_date: On October 5, 2023, 667, L.P. ("667") and Baker Brothers Life Sciences, L.P. ("Life Sciences", and together with 667, the "Funds") exercised prefunded warrants with an exercise price of $0.000005 per share ("Prefunded Warrants") to purchase 57,049 and 535,601 shares, respectively. The Prefunded Warrants have no expiration date and are exercisable immediately on a 1-for-1 basis into Common Stock.

F4 · derivative.expiration_date: On October 5, 2023, 667, L.P. ("667") and Baker Brothers Life Sciences, L.P. ("Life Sciences", and together with 667, the "Funds") exercised prefunded warrants with an exercise price of $0.000005 per share ("Prefunded Warrants") to purchase 57,049 and 535,601 shares, respectively. The Prefunded Warrants have no expiration date and are exercisable immediately on a 1-for-1 basis into Common Stock.

F2 · balance_after: Reflects a 1-for-5 reverse stock split of the Common Stock effected by the Issuer on September 25, 2023.

F2 · ownership.nature: Reflects a 1-for-5 reverse stock split of the Common Stock effected by the Issuer on September 25, 2023.

F5 · ownership.nature: Baker Bros. Advisors LP (the "Adviser") serves as the investment adviser to the Funds. In connection with the services provided by the Adviser, the Adviser receives an asset-based management fee that does not confer any pecuniary interest in the securities held directly by the Funds or for the benefit of the Funds. Baker Bros. Advisors (GP) LLC (the "Adviser GP") is the Adviser's sole general partner. Julian C. Baker and Felix J. Baker are managing members of the Adviser GP. The Adviser has complete and unlimited discretion and authority with respect to the investment and voting power of the securities held directly by the Funds. The general partners of the Funds have relinquished to the Adviser all discretion and authority with respect to the investment and voting power of the securities held directly by the Funds.

F6 · ownership.nature: Julian C. Baker, Felix J. Baker, the Adviser GP and the Adviser disclaim beneficial ownership of the securities held directly by the Funds except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that any of Julian C. Baker, Felix J. Baker, the Adviser GP or the Adviser is a beneficial owner of such securities for purposes of Section 16 or any other purpose.

F10 · ownership.nature: After giving effect to the transactions reported herein and as a result of their ownership interest in (i) Baker Biotech Capital, L.P. and (ii) 667, Julian C. Baker and Felix J. Baker each may be deemed to have an indirect pecuniary interest in securities reported in column 9 of Table II directly held by 667, a limited partnership of which the sole general partner is Baker Biotech Capital, L.P., a limited partnership of which the sole general partner is Baker Biotech Capital (GP), LLC, due to their interest in 667 and Baker Biotech Capital, L.P.'s right to receive an allocation of a portion of the profits from 667.

SEC source: 0001209191-23-052526 · doc4.xml · nonDerivative · entry 4

BAKER BROS. ADVISORS LP · CIK 0001263508 · Director · 10% owner

667, L.P. · CIK 0001551139 · Director · 10% owner

Baker Brothers Life Sciences LP · CIK 0001363364 · Director · 10% owner

BAKER FELIX · CIK 0001087940 · Director · 10% owner

BAKER JULIAN · CIK 0001087939 · Director · 10% owner

Baker Bros. Advisors (GP) LLC · CIK 0001580575 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · See Footnotes

Disclosed balance after: 1,658,190

F4 · price: On October 5, 2023, 667, L.P. ("667") and Baker Brothers Life Sciences, L.P. ("Life Sciences", and together with 667, the "Funds") exercised prefunded warrants with an exercise price of $0.000005 per share ("Prefunded Warrants") to purchase 57,049 and 535,601 shares, respectively. The Prefunded Warrants have no expiration date and are exercisable immediately on a 1-for-1 basis into Common Stock.

F2 · ownership.nature: Reflects a 1-for-5 reverse stock split of the Common Stock effected by the Issuer on September 25, 2023.

F4 · ownership.nature: On October 5, 2023, 667, L.P. ("667") and Baker Brothers Life Sciences, L.P. ("Life Sciences", and together with 667, the "Funds") exercised prefunded warrants with an exercise price of $0.000005 per share ("Prefunded Warrants") to purchase 57,049 and 535,601 shares, respectively. The Prefunded Warrants have no expiration date and are exercisable immediately on a 1-for-1 basis into Common Stock.

F5 · ownership.nature: Baker Bros. Advisors LP (the "Adviser") serves as the investment adviser to the Funds. In connection with the services provided by the Adviser, the Adviser receives an asset-based management fee that does not confer any pecuniary interest in the securities held directly by the Funds or for the benefit of the Funds. Baker Bros. Advisors (GP) LLC (the "Adviser GP") is the Adviser's sole general partner. Julian C. Baker and Felix J. Baker are managing members of the Adviser GP. The Adviser has complete and unlimited discretion and authority with respect to the investment and voting power of the securities held directly by the Funds. The general partners of the Funds have relinquished to the Adviser all discretion and authority with respect to the investment and voting power of the securities held directly by the Funds.

F6 · ownership.nature: Julian C. Baker, Felix J. Baker, the Adviser GP and the Adviser disclaim beneficial ownership of the securities held directly by the Funds except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that any of Julian C. Baker, Felix J. Baker, the Adviser GP or the Adviser is a beneficial owner of such securities for purposes of Section 16 or any other purpose.

F8 · ownership.nature: After giving effect to the transactions reported herein and as a result of their ownership interest in (i) Baker Brothers Life Sciences Capital, L.P. and (ii) Life Sciences, Julian C. Baker and Felix J. Baker each may be deemed to have an indirect pecuniary interest in Common Stock reported in column 5 of Table I directly held by Life Sciences, a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital, L.P., a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital (GP), LLC, due to their interest in Life Sciences and Baker Brothers Life Sciences Capital, L.P.'s right to receive an allocation of a portion of the profits from Life Sciences.

SEC source: 0001209191-23-052526 · doc4.xml · nonDerivative · entry 3

BAKER BROS. ADVISORS LP · CIK 0001263508 · Director · 10% owner

667, L.P. · CIK 0001551139 · Director · 10% owner

Baker Brothers Life Sciences LP · CIK 0001363364 · Director · 10% owner

BAKER FELIX · CIK 0001087940 · Director · 10% owner

BAKER JULIAN · CIK 0001087939 · Director · 10% owner

Baker Bros. Advisors (GP) LLC · CIK 0001580575 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · See Footnotes

Disclosed balance after: 155,874

F4 · price: On October 5, 2023, 667, L.P. ("667") and Baker Brothers Life Sciences, L.P. ("Life Sciences", and together with 667, the "Funds") exercised prefunded warrants with an exercise price of $0.000005 per share ("Prefunded Warrants") to purchase 57,049 and 535,601 shares, respectively. The Prefunded Warrants have no expiration date and are exercisable immediately on a 1-for-1 basis into Common Stock.

F2 · ownership.nature: Reflects a 1-for-5 reverse stock split of the Common Stock effected by the Issuer on September 25, 2023.

F4 · ownership.nature: On October 5, 2023, 667, L.P. ("667") and Baker Brothers Life Sciences, L.P. ("Life Sciences", and together with 667, the "Funds") exercised prefunded warrants with an exercise price of $0.000005 per share ("Prefunded Warrants") to purchase 57,049 and 535,601 shares, respectively. The Prefunded Warrants have no expiration date and are exercisable immediately on a 1-for-1 basis into Common Stock.

F5 · ownership.nature: Baker Bros. Advisors LP (the "Adviser") serves as the investment adviser to the Funds. In connection with the services provided by the Adviser, the Adviser receives an asset-based management fee that does not confer any pecuniary interest in the securities held directly by the Funds or for the benefit of the Funds. Baker Bros. Advisors (GP) LLC (the "Adviser GP") is the Adviser's sole general partner. Julian C. Baker and Felix J. Baker are managing members of the Adviser GP. The Adviser has complete and unlimited discretion and authority with respect to the investment and voting power of the securities held directly by the Funds. The general partners of the Funds have relinquished to the Adviser all discretion and authority with respect to the investment and voting power of the securities held directly by the Funds.

F6 · ownership.nature: Julian C. Baker, Felix J. Baker, the Adviser GP and the Adviser disclaim beneficial ownership of the securities held directly by the Funds except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that any of Julian C. Baker, Felix J. Baker, the Adviser GP or the Adviser is a beneficial owner of such securities for purposes of Section 16 or any other purpose.

F7 · ownership.nature: After giving effect to the transactions reported herein and as a result of their ownership interest in (i) Baker Biotech Capital, L.P. and (ii) 667, Julian C. Baker and Felix J. Baker each may be deemed to have an indirect pecuniary interest in Common Stock reported in column 5 of Table I directly held by 667, a limited partnership of which the sole general partner is Baker Biotech Capital, L.P., a limited partnership of which the sole general partner is Baker Biotech Capital (GP), LLC, due to their interest in 667 and Baker Biotech Capital, L.P.'s right to receive an allocation of a portion of the profits from 667.

SEC source: 0001209191-23-046351 · doc4.xml · nonDerivative · entry 14

BAKER BROS. ADVISORS LP · CIK 0001263508 · Director · 10% owner

667, L.P. · CIK 0001551139 · Director · 10% owner

Baker Brothers Life Sciences LP · CIK 0001363364 · Director · 10% owner

BAKER FELIX · CIK 0001087940 · Director · 10% owner

BAKER JULIAN · CIK 0001087939 · Director · 10% owner

Baker Bros. Advisors (GP) LLC · CIK 0001580575 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · See Footnotes

Disclosed balance after: 5,612,949

F10 · price: The price reported in Column 4 is a weighted average price. These shares were traded by 667 and Life Sciences in multiple transactions at prices ranging from $0.6800 to $0.7065, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the Staff, upon request, full information regarding the number of shares traded at each separate price within the range set forth in this footnote.

F5 · ownership.nature: Baker Bros. Advisors LP (the "Adviser") serves as the investment adviser to the Funds. In connection with the services provided by the Adviser, the Adviser receives an asset-based management fee that does not confer any pecuniary interest in the securities held directly by the Funds or for the benefit of the Funds. Baker Bros. Advisors (GP) LLC (the "Adviser GP") is the Adviser's sole general partner. Julian C. Baker and Felix J. Baker are managing members of the Adviser GP. The Adviser has complete and unlimited discretion and authority with respect to the investment and voting power of the securities held directly by the Funds. The general partners of the Funds have relinquished to the Adviser all discretion and authority with respect to the investment and voting power of the securities held directly by the Funds.

F6 · ownership.nature: Julian C. Baker, Felix J. Baker, the Adviser GP and the Adviser disclaim beneficial ownership of the securities held directly by the Funds except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that any of Julian C. Baker, Felix J. Baker, the Adviser GP or the Adviser is a beneficial owner of such securities for purposes of Section 16 or any other purpose.

F7 · ownership.nature: After giving effect to the transactions reported herein and as a result of their ownership interest in (i) Baker Brothers Life Sciences Capital, L.P. and (ii) Life Sciences, Julian C. Baker and Felix J. Baker each may be deemed to have an indirect pecuniary interest in Common Stock reported in column 5 of Table I directly held by Life Sciences, a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital, L.P., a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital (GP), LLC, due to their interest in Life Sciences and Baker Brothers Life Sciences Capital, L.P.'s right to receive an allocation of a portion of the profits from Life Sciences.

SEC source: 0001209191-23-046351 · doc4.xml · nonDerivative · entry 13

BAKER BROS. ADVISORS LP · CIK 0001263508 · Director · 10% owner

667, L.P. · CIK 0001551139 · Director · 10% owner

Baker Brothers Life Sciences LP · CIK 0001363364 · Director · 10% owner

BAKER FELIX · CIK 0001087940 · Director · 10% owner

BAKER JULIAN · CIK 0001087939 · Director · 10% owner

Baker Bros. Advisors (GP) LLC · CIK 0001580575 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · See Footnotes

Disclosed balance after: 494,133

F10 · price: The price reported in Column 4 is a weighted average price. These shares were traded by 667 and Life Sciences in multiple transactions at prices ranging from $0.6800 to $0.7065, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the Staff, upon request, full information regarding the number of shares traded at each separate price within the range set forth in this footnote.

F4 · ownership.nature: After giving effect to the transactions reported herein and as a result of their ownership interest in (i) Baker Biotech Capital, L.P. and (ii) 667, Julian C. Baker and Felix J. Baker each may be deemed to have an indirect pecuniary interest in Common Stock reported in column 5 of Table I directly held by 667, a limited partnership of which the sole general partner is Baker Biotech Capital, L.P., a limited partnership of which the sole general partner is Baker Biotech Capital (GP), LLC, due to their interest in 667 and Baker Biotech Capital, L.P.'s right to receive an allocation of a portion of the profits from 667.

F5 · ownership.nature: Baker Bros. Advisors LP (the "Adviser") serves as the investment adviser to the Funds. In connection with the services provided by the Adviser, the Adviser receives an asset-based management fee that does not confer any pecuniary interest in the securities held directly by the Funds or for the benefit of the Funds. Baker Bros. Advisors (GP) LLC (the "Adviser GP") is the Adviser's sole general partner. Julian C. Baker and Felix J. Baker are managing members of the Adviser GP. The Adviser has complete and unlimited discretion and authority with respect to the investment and voting power of the securities held directly by the Funds. The general partners of the Funds have relinquished to the Adviser all discretion and authority with respect to the investment and voting power of the securities held directly by the Funds.

F6 · ownership.nature: Julian C. Baker, Felix J. Baker, the Adviser GP and the Adviser disclaim beneficial ownership of the securities held directly by the Funds except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that any of Julian C. Baker, Felix J. Baker, the Adviser GP or the Adviser is a beneficial owner of such securities for purposes of Section 16 or any other purpose.

SEC source: 0001209191-23-046351 · doc4.xml · nonDerivative · entry 12

BAKER BROS. ADVISORS LP · CIK 0001263508 · Director · 10% owner

667, L.P. · CIK 0001551139 · Director · 10% owner

Baker Brothers Life Sciences LP · CIK 0001363364 · Director · 10% owner

BAKER FELIX · CIK 0001087940 · Director · 10% owner

BAKER JULIAN · CIK 0001087939 · Director · 10% owner

Baker Bros. Advisors (GP) LLC · CIK 0001580575 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · See Footnotes

Disclosed balance after: 5,551,815

F9 · price: The price reported in Column 4 is a weighted average price. These shares were traded by 667 and Life Sciences in multiple transactions at prices ranging from $0.6899 to $0.7100, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the Staff, upon request, full information regarding the number of shares traded at each separate price within the range set forth in this footnote.

F5 · ownership.nature: Baker Bros. Advisors LP (the "Adviser") serves as the investment adviser to the Funds. In connection with the services provided by the Adviser, the Adviser receives an asset-based management fee that does not confer any pecuniary interest in the securities held directly by the Funds or for the benefit of the Funds. Baker Bros. Advisors (GP) LLC (the "Adviser GP") is the Adviser's sole general partner. Julian C. Baker and Felix J. Baker are managing members of the Adviser GP. The Adviser has complete and unlimited discretion and authority with respect to the investment and voting power of the securities held directly by the Funds. The general partners of the Funds have relinquished to the Adviser all discretion and authority with respect to the investment and voting power of the securities held directly by the Funds.

F6 · ownership.nature: Julian C. Baker, Felix J. Baker, the Adviser GP and the Adviser disclaim beneficial ownership of the securities held directly by the Funds except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that any of Julian C. Baker, Felix J. Baker, the Adviser GP or the Adviser is a beneficial owner of such securities for purposes of Section 16 or any other purpose.

F7 · ownership.nature: After giving effect to the transactions reported herein and as a result of their ownership interest in (i) Baker Brothers Life Sciences Capital, L.P. and (ii) Life Sciences, Julian C. Baker and Felix J. Baker each may be deemed to have an indirect pecuniary interest in Common Stock reported in column 5 of Table I directly held by Life Sciences, a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital, L.P., a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital (GP), LLC, due to their interest in Life Sciences and Baker Brothers Life Sciences Capital, L.P.'s right to receive an allocation of a portion of the profits from Life Sciences.

SEC source: 0001209191-23-046351 · doc4.xml · nonDerivative · entry 11

BAKER BROS. ADVISORS LP · CIK 0001263508 · Director · 10% owner

667, L.P. · CIK 0001551139 · Director · 10% owner

Baker Brothers Life Sciences LP · CIK 0001363364 · Director · 10% owner

BAKER FELIX · CIK 0001087940 · Director · 10% owner

BAKER JULIAN · CIK 0001087939 · Director · 10% owner

Baker Bros. Advisors (GP) LLC · CIK 0001580575 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · See Footnotes

Disclosed balance after: 489,092

F9 · price: The price reported in Column 4 is a weighted average price. These shares were traded by 667 and Life Sciences in multiple transactions at prices ranging from $0.6899 to $0.7100, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the Staff, upon request, full information regarding the number of shares traded at each separate price within the range set forth in this footnote.

F4 · ownership.nature: After giving effect to the transactions reported herein and as a result of their ownership interest in (i) Baker Biotech Capital, L.P. and (ii) 667, Julian C. Baker and Felix J. Baker each may be deemed to have an indirect pecuniary interest in Common Stock reported in column 5 of Table I directly held by 667, a limited partnership of which the sole general partner is Baker Biotech Capital, L.P., a limited partnership of which the sole general partner is Baker Biotech Capital (GP), LLC, due to their interest in 667 and Baker Biotech Capital, L.P.'s right to receive an allocation of a portion of the profits from 667.

F5 · ownership.nature: Baker Bros. Advisors LP (the "Adviser") serves as the investment adviser to the Funds. In connection with the services provided by the Adviser, the Adviser receives an asset-based management fee that does not confer any pecuniary interest in the securities held directly by the Funds or for the benefit of the Funds. Baker Bros. Advisors (GP) LLC (the "Adviser GP") is the Adviser's sole general partner. Julian C. Baker and Felix J. Baker are managing members of the Adviser GP. The Adviser has complete and unlimited discretion and authority with respect to the investment and voting power of the securities held directly by the Funds. The general partners of the Funds have relinquished to the Adviser all discretion and authority with respect to the investment and voting power of the securities held directly by the Funds.

F6 · ownership.nature: Julian C. Baker, Felix J. Baker, the Adviser GP and the Adviser disclaim beneficial ownership of the securities held directly by the Funds except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that any of Julian C. Baker, Felix J. Baker, the Adviser GP or the Adviser is a beneficial owner of such securities for purposes of Section 16 or any other purpose.

SEC source: 0001209191-23-046351 · doc4.xml · nonDerivative · entry 10

BAKER BROS. ADVISORS LP · CIK 0001263508 · Director · 10% owner

667, L.P. · CIK 0001551139 · Director · 10% owner

Baker Brothers Life Sciences LP · CIK 0001363364 · Director · 10% owner

BAKER FELIX · CIK 0001087940 · Director · 10% owner

BAKER JULIAN · CIK 0001087939 · Director · 10% owner

Baker Bros. Advisors (GP) LLC · CIK 0001580575 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · See Footnotes

Disclosed balance after: 5,458,724

F5 · ownership.nature: Baker Bros. Advisors LP (the "Adviser") serves as the investment adviser to the Funds. In connection with the services provided by the Adviser, the Adviser receives an asset-based management fee that does not confer any pecuniary interest in the securities held directly by the Funds or for the benefit of the Funds. Baker Bros. Advisors (GP) LLC (the "Adviser GP") is the Adviser's sole general partner. Julian C. Baker and Felix J. Baker are managing members of the Adviser GP. The Adviser has complete and unlimited discretion and authority with respect to the investment and voting power of the securities held directly by the Funds. The general partners of the Funds have relinquished to the Adviser all discretion and authority with respect to the investment and voting power of the securities held directly by the Funds.

F6 · ownership.nature: Julian C. Baker, Felix J. Baker, the Adviser GP and the Adviser disclaim beneficial ownership of the securities held directly by the Funds except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that any of Julian C. Baker, Felix J. Baker, the Adviser GP or the Adviser is a beneficial owner of such securities for purposes of Section 16 or any other purpose.

F7 · ownership.nature: After giving effect to the transactions reported herein and as a result of their ownership interest in (i) Baker Brothers Life Sciences Capital, L.P. and (ii) Life Sciences, Julian C. Baker and Felix J. Baker each may be deemed to have an indirect pecuniary interest in Common Stock reported in column 5 of Table I directly held by Life Sciences, a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital, L.P., a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital (GP), LLC, due to their interest in Life Sciences and Baker Brothers Life Sciences Capital, L.P.'s right to receive an allocation of a portion of the profits from Life Sciences.

SEC source: 0001209191-23-046351 · doc4.xml · nonDerivative · entry 9

BAKER BROS. ADVISORS LP · CIK 0001263508 · Director · 10% owner

667, L.P. · CIK 0001551139 · Director · 10% owner

Baker Brothers Life Sciences LP · CIK 0001363364 · Director · 10% owner

BAKER FELIX · CIK 0001087940 · Director · 10% owner

BAKER JULIAN · CIK 0001087939 · Director · 10% owner

Baker Bros. Advisors (GP) LLC · CIK 0001580575 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · See Footnotes

Disclosed balance after: 481,416

F4 · ownership.nature: After giving effect to the transactions reported herein and as a result of their ownership interest in (i) Baker Biotech Capital, L.P. and (ii) 667, Julian C. Baker and Felix J. Baker each may be deemed to have an indirect pecuniary interest in Common Stock reported in column 5 of Table I directly held by 667, a limited partnership of which the sole general partner is Baker Biotech Capital, L.P., a limited partnership of which the sole general partner is Baker Biotech Capital (GP), LLC, due to their interest in 667 and Baker Biotech Capital, L.P.'s right to receive an allocation of a portion of the profits from 667.

F5 · ownership.nature: Baker Bros. Advisors LP (the "Adviser") serves as the investment adviser to the Funds. In connection with the services provided by the Adviser, the Adviser receives an asset-based management fee that does not confer any pecuniary interest in the securities held directly by the Funds or for the benefit of the Funds. Baker Bros. Advisors (GP) LLC (the "Adviser GP") is the Adviser's sole general partner. Julian C. Baker and Felix J. Baker are managing members of the Adviser GP. The Adviser has complete and unlimited discretion and authority with respect to the investment and voting power of the securities held directly by the Funds. The general partners of the Funds have relinquished to the Adviser all discretion and authority with respect to the investment and voting power of the securities held directly by the Funds.

F6 · ownership.nature: Julian C. Baker, Felix J. Baker, the Adviser GP and the Adviser disclaim beneficial ownership of the securities held directly by the Funds except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that any of Julian C. Baker, Felix J. Baker, the Adviser GP or the Adviser is a beneficial owner of such securities for purposes of Section 16 or any other purpose.

SEC source: 0001209191-23-046351 · doc4.xml · nonDerivative · entry 8

BAKER BROS. ADVISORS LP · CIK 0001263508 · Director · 10% owner

667, L.P. · CIK 0001551139 · Director · 10% owner

Baker Brothers Life Sciences LP · CIK 0001363364 · Director · 10% owner

BAKER FELIX · CIK 0001087940 · Director · 10% owner

BAKER JULIAN · CIK 0001087939 · Director · 10% owner

Baker Bros. Advisors (GP) LLC · CIK 0001580575 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · See Footnotes

Disclosed balance after: 5,454,290

F8 · price: The price reported in Column 4 is a weighted average price. These shares were traded by 667 and Life Sciences in multiple transactions at prices ranging from $0.6701 to $0.6991, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the Staff, upon request, full information regarding the number of shares traded at each separate price within the range set forth in this footnote.

F5 · ownership.nature: Baker Bros. Advisors LP (the "Adviser") serves as the investment adviser to the Funds. In connection with the services provided by the Adviser, the Adviser receives an asset-based management fee that does not confer any pecuniary interest in the securities held directly by the Funds or for the benefit of the Funds. Baker Bros. Advisors (GP) LLC (the "Adviser GP") is the Adviser's sole general partner. Julian C. Baker and Felix J. Baker are managing members of the Adviser GP. The Adviser has complete and unlimited discretion and authority with respect to the investment and voting power of the securities held directly by the Funds. The general partners of the Funds have relinquished to the Adviser all discretion and authority with respect to the investment and voting power of the securities held directly by the Funds.

F6 · ownership.nature: Julian C. Baker, Felix J. Baker, the Adviser GP and the Adviser disclaim beneficial ownership of the securities held directly by the Funds except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that any of Julian C. Baker, Felix J. Baker, the Adviser GP or the Adviser is a beneficial owner of such securities for purposes of Section 16 or any other purpose.

F7 · ownership.nature: After giving effect to the transactions reported herein and as a result of their ownership interest in (i) Baker Brothers Life Sciences Capital, L.P. and (ii) Life Sciences, Julian C. Baker and Felix J. Baker each may be deemed to have an indirect pecuniary interest in Common Stock reported in column 5 of Table I directly held by Life Sciences, a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital, L.P., a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital (GP), LLC, due to their interest in Life Sciences and Baker Brothers Life Sciences Capital, L.P.'s right to receive an allocation of a portion of the profits from Life Sciences.

SEC source: 0001209191-23-046351 · doc4.xml · nonDerivative · entry 7

BAKER BROS. ADVISORS LP · CIK 0001263508 · Director · 10% owner

667, L.P. · CIK 0001551139 · Director · 10% owner

Baker Brothers Life Sciences LP · CIK 0001363364 · Director · 10% owner

BAKER FELIX · CIK 0001087940 · Director · 10% owner

BAKER JULIAN · CIK 0001087939 · Director · 10% owner

Baker Bros. Advisors (GP) LLC · CIK 0001580575 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · See Footnotes

Disclosed balance after: 481,050

F8 · price: The price reported in Column 4 is a weighted average price. These shares were traded by 667 and Life Sciences in multiple transactions at prices ranging from $0.6701 to $0.6991, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the Staff, upon request, full information regarding the number of shares traded at each separate price within the range set forth in this footnote.

F4 · ownership.nature: After giving effect to the transactions reported herein and as a result of their ownership interest in (i) Baker Biotech Capital, L.P. and (ii) 667, Julian C. Baker and Felix J. Baker each may be deemed to have an indirect pecuniary interest in Common Stock reported in column 5 of Table I directly held by 667, a limited partnership of which the sole general partner is Baker Biotech Capital, L.P., a limited partnership of which the sole general partner is Baker Biotech Capital (GP), LLC, due to their interest in 667 and Baker Biotech Capital, L.P.'s right to receive an allocation of a portion of the profits from 667.

F5 · ownership.nature: Baker Bros. Advisors LP (the "Adviser") serves as the investment adviser to the Funds. In connection with the services provided by the Adviser, the Adviser receives an asset-based management fee that does not confer any pecuniary interest in the securities held directly by the Funds or for the benefit of the Funds. Baker Bros. Advisors (GP) LLC (the "Adviser GP") is the Adviser's sole general partner. Julian C. Baker and Felix J. Baker are managing members of the Adviser GP. The Adviser has complete and unlimited discretion and authority with respect to the investment and voting power of the securities held directly by the Funds. The general partners of the Funds have relinquished to the Adviser all discretion and authority with respect to the investment and voting power of the securities held directly by the Funds.

F6 · ownership.nature: Julian C. Baker, Felix J. Baker, the Adviser GP and the Adviser disclaim beneficial ownership of the securities held directly by the Funds except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that any of Julian C. Baker, Felix J. Baker, the Adviser GP or the Adviser is a beneficial owner of such securities for purposes of Section 16 or any other purpose.

SEC source: 0001209191-23-046351 · doc4.xml · nonDerivative · entry 6

BAKER BROS. ADVISORS LP · CIK 0001263508 · Director · 10% owner

667, L.P. · CIK 0001551139 · Director · 10% owner

Baker Brothers Life Sciences LP · CIK 0001363364 · Director · 10% owner

BAKER FELIX · CIK 0001087940 · Director · 10% owner

BAKER JULIAN · CIK 0001087939 · Director · 10% owner

Baker Bros. Advisors (GP) LLC · CIK 0001580575 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · See Footnotes

Disclosed balance after: 5,246,614

F5 · ownership.nature: Baker Bros. Advisors LP (the "Adviser") serves as the investment adviser to the Funds. In connection with the services provided by the Adviser, the Adviser receives an asset-based management fee that does not confer any pecuniary interest in the securities held directly by the Funds or for the benefit of the Funds. Baker Bros. Advisors (GP) LLC (the "Adviser GP") is the Adviser's sole general partner. Julian C. Baker and Felix J. Baker are managing members of the Adviser GP. The Adviser has complete and unlimited discretion and authority with respect to the investment and voting power of the securities held directly by the Funds. The general partners of the Funds have relinquished to the Adviser all discretion and authority with respect to the investment and voting power of the securities held directly by the Funds.

F6 · ownership.nature: Julian C. Baker, Felix J. Baker, the Adviser GP and the Adviser disclaim beneficial ownership of the securities held directly by the Funds except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that any of Julian C. Baker, Felix J. Baker, the Adviser GP or the Adviser is a beneficial owner of such securities for purposes of Section 16 or any other purpose.

F7 · ownership.nature: After giving effect to the transactions reported herein and as a result of their ownership interest in (i) Baker Brothers Life Sciences Capital, L.P. and (ii) Life Sciences, Julian C. Baker and Felix J. Baker each may be deemed to have an indirect pecuniary interest in Common Stock reported in column 5 of Table I directly held by Life Sciences, a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital, L.P., a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital (GP), LLC, due to their interest in Life Sciences and Baker Brothers Life Sciences Capital, L.P.'s right to receive an allocation of a portion of the profits from Life Sciences.

SEC source: 0001209191-23-046351 · doc4.xml · nonDerivative · entry 5

BAKER BROS. ADVISORS LP · CIK 0001263508 · Director · 10% owner

667, L.P. · CIK 0001551139 · Director · 10% owner

Baker Brothers Life Sciences LP · CIK 0001363364 · Director · 10% owner

BAKER FELIX · CIK 0001087940 · Director · 10% owner

BAKER JULIAN · CIK 0001087939 · Director · 10% owner

Baker Bros. Advisors (GP) LLC · CIK 0001580575 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · See Footnotes

Disclosed balance after: 463,926

F4 · ownership.nature: After giving effect to the transactions reported herein and as a result of their ownership interest in (i) Baker Biotech Capital, L.P. and (ii) 667, Julian C. Baker and Felix J. Baker each may be deemed to have an indirect pecuniary interest in Common Stock reported in column 5 of Table I directly held by 667, a limited partnership of which the sole general partner is Baker Biotech Capital, L.P., a limited partnership of which the sole general partner is Baker Biotech Capital (GP), LLC, due to their interest in 667 and Baker Biotech Capital, L.P.'s right to receive an allocation of a portion of the profits from 667.

F5 · ownership.nature: Baker Bros. Advisors LP (the "Adviser") serves as the investment adviser to the Funds. In connection with the services provided by the Adviser, the Adviser receives an asset-based management fee that does not confer any pecuniary interest in the securities held directly by the Funds or for the benefit of the Funds. Baker Bros. Advisors (GP) LLC (the "Adviser GP") is the Adviser's sole general partner. Julian C. Baker and Felix J. Baker are managing members of the Adviser GP. The Adviser has complete and unlimited discretion and authority with respect to the investment and voting power of the securities held directly by the Funds. The general partners of the Funds have relinquished to the Adviser all discretion and authority with respect to the investment and voting power of the securities held directly by the Funds.

F6 · ownership.nature: Julian C. Baker, Felix J. Baker, the Adviser GP and the Adviser disclaim beneficial ownership of the securities held directly by the Funds except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that any of Julian C. Baker, Felix J. Baker, the Adviser GP or the Adviser is a beneficial owner of such securities for purposes of Section 16 or any other purpose.

SEC source: 0001209191-23-046351 · doc4.xml · nonDerivative · entry 4

BAKER BROS. ADVISORS LP · CIK 0001263508 · Director · 10% owner

667, L.P. · CIK 0001551139 · Director · 10% owner

Baker Brothers Life Sciences LP · CIK 0001363364 · Director · 10% owner

BAKER FELIX · CIK 0001087940 · Director · 10% owner

BAKER JULIAN · CIK 0001087939 · Director · 10% owner

Baker Bros. Advisors (GP) LLC · CIK 0001580575 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · See Footnotes

Disclosed balance after: 5,242,272

F3 · price: The price reported in Column 4 is a weighted average price. These shares were traded by 667, L.P. ("667") and Baker Brothers Life Sciences, L.P. ("Life Sciences", and together with 667, the "Funds") in multiple transactions at prices ranging from $0.615 to $0.68, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission (the "Staff"), upon request, full information regarding the number of shares traded at each separate price within the range set forth in this footnote.

F5 · ownership.nature: Baker Bros. Advisors LP (the "Adviser") serves as the investment adviser to the Funds. In connection with the services provided by the Adviser, the Adviser receives an asset-based management fee that does not confer any pecuniary interest in the securities held directly by the Funds or for the benefit of the Funds. Baker Bros. Advisors (GP) LLC (the "Adviser GP") is the Adviser's sole general partner. Julian C. Baker and Felix J. Baker are managing members of the Adviser GP. The Adviser has complete and unlimited discretion and authority with respect to the investment and voting power of the securities held directly by the Funds. The general partners of the Funds have relinquished to the Adviser all discretion and authority with respect to the investment and voting power of the securities held directly by the Funds.

F6 · ownership.nature: Julian C. Baker, Felix J. Baker, the Adviser GP and the Adviser disclaim beneficial ownership of the securities held directly by the Funds except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that any of Julian C. Baker, Felix J. Baker, the Adviser GP or the Adviser is a beneficial owner of such securities for purposes of Section 16 or any other purpose.

F7 · ownership.nature: After giving effect to the transactions reported herein and as a result of their ownership interest in (i) Baker Brothers Life Sciences Capital, L.P. and (ii) Life Sciences, Julian C. Baker and Felix J. Baker each may be deemed to have an indirect pecuniary interest in Common Stock reported in column 5 of Table I directly held by Life Sciences, a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital, L.P., a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital (GP), LLC, due to their interest in Life Sciences and Baker Brothers Life Sciences Capital, L.P.'s right to receive an allocation of a portion of the profits from Life Sciences.

SEC source: 0001209191-23-046351 · doc4.xml · nonDerivative · entry 3

BAKER BROS. ADVISORS LP · CIK 0001263508 · Director · 10% owner

667, L.P. · CIK 0001551139 · Director · 10% owner

Baker Brothers Life Sciences LP · CIK 0001363364 · Director · 10% owner

BAKER FELIX · CIK 0001087940 · Director · 10% owner

BAKER JULIAN · CIK 0001087939 · Director · 10% owner

Baker Bros. Advisors (GP) LLC · CIK 0001580575 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · See Footnotes

Disclosed balance after: 463,568

F3 · price: The price reported in Column 4 is a weighted average price. These shares were traded by 667, L.P. ("667") and Baker Brothers Life Sciences, L.P. ("Life Sciences", and together with 667, the "Funds") in multiple transactions at prices ranging from $0.615 to $0.68, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission (the "Staff"), upon request, full information regarding the number of shares traded at each separate price within the range set forth in this footnote.

F4 · ownership.nature: After giving effect to the transactions reported herein and as a result of their ownership interest in (i) Baker Biotech Capital, L.P. and (ii) 667, Julian C. Baker and Felix J. Baker each may be deemed to have an indirect pecuniary interest in Common Stock reported in column 5 of Table I directly held by 667, a limited partnership of which the sole general partner is Baker Biotech Capital, L.P., a limited partnership of which the sole general partner is Baker Biotech Capital (GP), LLC, due to their interest in 667 and Baker Biotech Capital, L.P.'s right to receive an allocation of a portion of the profits from 667.

F5 · ownership.nature: Baker Bros. Advisors LP (the "Adviser") serves as the investment adviser to the Funds. In connection with the services provided by the Adviser, the Adviser receives an asset-based management fee that does not confer any pecuniary interest in the securities held directly by the Funds or for the benefit of the Funds. Baker Bros. Advisors (GP) LLC (the "Adviser GP") is the Adviser's sole general partner. Julian C. Baker and Felix J. Baker are managing members of the Adviser GP. The Adviser has complete and unlimited discretion and authority with respect to the investment and voting power of the securities held directly by the Funds. The general partners of the Funds have relinquished to the Adviser all discretion and authority with respect to the investment and voting power of the securities held directly by the Funds.

F6 · ownership.nature: Julian C. Baker, Felix J. Baker, the Adviser GP and the Adviser disclaim beneficial ownership of the securities held directly by the Funds except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that any of Julian C. Baker, Felix J. Baker, the Adviser GP or the Adviser is a beneficial owner of such securities for purposes of Section 16 or any other purpose.

SEC source: 0001209191-23-045611 · doc4.xml · nonDerivative · entry 2

Smith Sean Michael · CIK 0001914769 · Interim CFO, Prin Acct Off

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 21,637

F2 · kind: The sales reported on this Form 4 represent shares required to be sold by the Reporting Person to cover tax withholding obligations in connection with the vesting of restricted stock units ("RSUs"). These sales are mandated by the Issuer's election under its equity incentive plans to require the satisfaction of tax withholding obligations to be funded by a "sell to cover" transaction and do not represent discretionary trades by the Reporting Person.

F3 · price: Represents the weighted average sale price. The lowest price at which shares were sold was $.6146 and the highest price at which shares were sold was $0.6399. The Reporting Person undertakes to provide upon request to the staff of the Securities and Exchange Commission, the Issuer or its stockholders, full information regarding the total number of shares sold at each separate price within the range set forth herein.

F1 · balance_after: Includes 2,000 shares of common stock acquired by the Reporting Person on May 15, 2023 pursuant to the Issuer's employee stock purchase plan.

SEC source: 0001209191-23-045611 · doc4.xml · derivative · entry 3

Smith Sean Michael · CIK 0001914769 · Interim CFO, Prin Acct Off

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 5,000 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F4 · derivative.exercise_price: Each RSU represents a contingent right to receive one share of the Issuer's Common Stock upon settlement for no consideration.

F5 · derivative.exercise_date: The RSUs will vest as to 1/2 of the total number of shares underlying the award on each of August 10, 2022 and August 10, 2023, subject to the Reporting Person's provision of service to the Issuer on each vesting date.

F6 · derivative.expiration_date: The RSUs do not expire; these securities either vest and settle or are canceled prior to the vesting date.

SEC source: 0001209191-23-045611 · doc4.xml · nonDerivative · entry 1

Smith Sean Michael · CIK 0001914769 · Interim CFO, Prin Acct Off

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 22,960

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · balance_after: Includes 2,000 shares of common stock acquired by the Reporting Person on May 15, 2023 pursuant to the Issuer's employee stock purchase plan.

SEC source: 0001209191-23-035857 · doc4.xml · derivative · entry 1

Lavelle Erin · CIK 0001737613 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 25,000

Underlying: Common Stock · 25,000 shares

Expires 2033-06-07

F1 · derivative.exercise_date: The option vests as to 1/12 of the total shares monthly beginning July 8, 2023 until the option is fully vested on June 8, 2024, subject to the Reporting Person's provision of service to the Issuer on each vesting date.