DISCLOSURE BUT ONLY IF THE PROCEDURES DESCRIBED IN SECTION 12
REGARDING DISCLOSURES REQUIRED BY APPLICABLE LAW, RULE OR REGULATION ARE
FOLLOWED) OR AS AUTHORIZED PURSUANT TO SECTION 12, NONE OF (1) INVESTOR OR ANY
OF ITS RESPECTIVE AFFILIATES, OR (2) ANY MEMBER, PARTNER, MANAGER, DIRECTOR,
OFFICER, EMPLOYEE, AGENT OR SERVICE PROVIDER OF A PERSON LISTED IN CLAUSE (1),
MAY DISCLOSE, USE OR OTHERWISE REFER TO IN ANY WRITTEN MATERIAL THE NAME
"DEERFIELD" OR ANY DERIVATIVE THEREOF OR THE NAMES OF ANY AFFILIATE, MEMBER,
PARTNER, DIRECTOR, OFFICER OR EMPLOYEE OF DFR OR ANY INVESTMENT FUND OR OTHER
ENTITY ASSOCIATED WITH DFR.
(C)
NOTWITHSTANDING SECTION 12(A), THE FOLLOWING MAY BE DISCLOSED
WITHOUT THE PRIOR WRITTEN CONSENT OF INVESTOR IN A COMMUNICATION TO AN ACTUAL OR
PROSPECTIVE INVESTOR IN ANY DEERFIELD PEGASUS FUND OR IN ANY SECURITIES FILING
IF REQUIRED BY LAW, RULE OR REGULATION:
(1)
THE TERMS "PEGASUS" OR "DEERFIELD" IN THE TITLE OF ANY DEERFIELD
PEGASUS FUND AND REFERENCES TO THE NAME OF SUCH DEERFIELD PEGASUS FUND;
(2)
INVESTOR'S ROLE AS A LIMITED PARTNER IN ANY DEERFIELD PEGASUS FUND
AND THE AMOUNT OF ITS INVESTMENT IN SUCH CAPACITY, IF ANY;
(3)
INVESTOR'S ROLE AS A HOLDER OF INTERESTS IN ANY DEERFIELD PEGASUS
FUND GP; OTHER THAN WITH RESPECT TO THE SPECIFIC TERMS AND ECONOMIC INTERESTS OF
INVESTOR THEREIN;
(4)
THE IDENTITY OF INVESTOR'S REPRESENTATIVES ON THE INVESTMENT
COMMITTEE OF ANY DEERFIELD PEGASUS FUND GP, THE BOARD OF MANAGERS OF ANY
DEERFIELD PEGASUS FUND GP OR ANY OTHER COMMITTEE;
(5)
THE SIDE LETTER AMONG THE PARTIES HERETO IN RESPECT OF THE
APPLICABLE DEERFIELD PEGASUS FUND (THE ACTUAL REPRODUCTION OF THE LETTER AS
OPPOSED TO ANY DESCRIPTIONS THEREOF); AND
(6)
THE SIDE LETTER DATED AS OF THE INITIAL CLOSING DATE IN RESPECT OF
FUND I BY AND AMONG THE SIGNATORIES THERETO (THE "FUND I SIDE LETTER") (THE
ACTUAL REPRODUCTION OF THE LETTER AS OPPOSED TO ANY DESCRIPTIONS THEREOF).
(D)
NOTWITHSTANDING SECTION 12(A), DCM MAY DISCLOSE INVESTOR'S NAME,
IT'S JURISDICTION OF FORMATION AND ITS INTEREST IN THE APPLICABLE DEERFIELD
PEGASUS FUND GP AND THE APPLICABLE DEERFIELD PEGASUS FUND (BUT NOT FOR THE
AVOIDANCE OF DOUBT, THE IDENTITIES OF THE INVESTOR PARENT'S LIMITED PARTNERS)
FOR PURPOSES OF MAKING ANY DISCLOSURE REQUIRED BY TRADING COUNTERPARTIES
(INCLUDING DISCLOSURE REQUIRED BY LCDS AND HEDGE COUNTERPARTIES AND DISCLOSURE
REQUIRED IN ORDER TO COMPLY WITH REQUESTS TO PROVIDE "KYC" INFORMATION AND
SIMILAR INFORMATION TO COUNTERPARTIES AND SERVICE PROVIDERS), PROVIDED THAT ANY
PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.
OMISSIONS ARE DESIGNATED AS [***].
SERVICE PROVIDER RECEIVING SUCH INFORMATION AGREES TO BE BOUND BY CUSTOMARY
CONFIDENTIALITY PROVISIONS, AND, PROVIDED, FURTHER, THAT IF INVESTOR CONSENTS TO
THE DISCLOSURE OF MORE INFORMATION THAN IS PERMITTED BY THIS CLAUSE (D) TO
ANY-COUNTER PARTY, DCM SHALL BE PERMITTED TO DISCLOSE SUCH INFORMATION TO FUTURE
COUNTER-PARTIES.
(E)
FOR THE AVOIDANCE OF DOUBT, NOTHING IN THIS