Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
*The remainder of this cover page shall
be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for
any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder
of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of
1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject
to all other provisions of the Act (however, see the Notes).
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1.
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Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
RA Capital Management, L.P.
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) ¨
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(b) ¨
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization
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Delaware
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Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
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5.
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Sole Voting Power
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0 shares
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6.
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Shared Voting Power
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5,527,0881
shares
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7.
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Sole Dispositive Power
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0 shares
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8.
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Shared Dispositive Power
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5,527,0881 shares
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
5,527,0881
shares
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10.
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Check if the Aggregate Amount
in Row (9) Excludes
Certain Shares (See Instructions)
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¨
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11.
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Percent of Class Represented by Amount in Row (9)
6.7%2
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12.
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Type of Reporting Person (See Instructions)
IA, PN
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1
The shares reported herein for the Reporting Person represent (i) 5,358,863 shares of the Issuer’s Common Stock issued and
outstanding and (ii) 168,225 shares of the Issuer’s Common Stock the Reporting Person has the right to acquire through the
exercise of warrants issued June 4, 2015 (“Warrant Shares”).
2
The number of shares outstanding for purposes of this percentage calculation assumes (i) 82,883,080 outstanding
shares of Common Stock of the Issuer, based on the Issuer’s Form 424B5 Prospectus as filed with the Securities and Exchange
Commission (“SEC”) on December 5, 2019, plus (ii) the 168,225 Warrant Shares.
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1.
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Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Peter Kolchinsky
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) ¨
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(b) ¨
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization
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United States
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Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
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5.
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Sole Voting Power
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0 shares
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6.
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Shared Voting Power
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5,527,0881 shares
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7.
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Sole Dispositive Power
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0 shares
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8.
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Shared Dispositive Power
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5,527,0881 shares
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
5,527,0881
shares
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10.
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Check if the Aggregate Amount
in Row (9) Excludes
Certain Shares (See Instructions)
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¨
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11.
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Percent of Class Represented by Amount in Row (9)
6.7%2
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12.
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Type of Reporting Person (See Instructions)
HC, IN
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1
The shares reported herein for the Reporting Person represent (i) 5,358,863 shares of the Issuer’s Common
Stock issued and outstanding and (ii) 168,225 shares of the Issuer’s Common Stock the Reporting Person has the right to
acquire through the exercise of warrants issued June 4, 2015 (“Warrant Shares”).
2 The number of shares outstanding for purposes of this
percentage calculation assumes (i) 82,883,080 outstanding shares of Common Stock of the Issuer, based on the Issuer’s Form
424B5 Prospectus as filed with the Securities and Exchange Commission (“SEC”) on December 5, 2019, plus (ii) the 168,225
Warrant Shares.
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1.
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Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Rajeev Shah
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) ¨
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(b) ¨
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization
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United States
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Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
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5.
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Sole Voting Power
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0 shares
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6.
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Shared Voting Power
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5,527,0881
shares
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7.
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Sole Dispositive Power
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0 shares
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8.
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Shared Dispositive Power
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5,527,0881 shares
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
5,527,0881
shares
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10.
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Check if the Aggregate Amount
in Row (9) Excludes
Certain Shares (See Instructions)
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¨
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11.
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Percent of Class Represented by Amount in Row (9)
6.7%2
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12.
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Type of Reporting Person (See Instructions)
HC, IN
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1 The shares reported herein
for the Reporting Person represent (i) 5,358,863 shares of the Issuer’s Common Stock issued and outstanding and (ii) 168,225
shares of the Issuer’s Common Stock the Reporting Person has the right to acquire through the exercise of warrants issued
June 4, 2015 (“Warrant Shares”).
2 The number of shares outstanding for purposes of this percentage calculation assumes (i) 82,883,080 outstanding shares of Common Stock of the Issuer, based on the Issuer’s Form 424B5 Prospectus as filed with the Securities and Exchange Commission (“SEC”) on December 5, 2019, plus (ii) the 168,225 Warrant Shares.
Item 1.
(a) Name
of Issuer: Ardelyx, Inc. (the “Issuer”).
(b) Address of the
Issuer’s Principal Executive Offices: 34175 Ardenwood Blvd., Fremont, CA 94555.
Item 2.
(a) Name of Person
Filing: This joint statement on Schedule 13G is being filed by RA Capital Management, L.P. (“RA Capital”), Peter
Kolchinsky, and Rajeev Shah. RA Capital, Dr. Kolchinsky, and Mr. Shah are collectively referred to herein as the “Reporting
Persons.”
The Common Stock reported herein includes (i) 4,580,361 outstanding
shares and 137,944 Warrant Shares underlying warrants held by RA Capital Healthcare Fund, L.P. (the “Fund”) and (ii)
778,502 outstanding shares and 30,281 Warrant Shares underlying warrants held in a separately managed account (the “Account”).
RA Capital Healthcare Fund GP, LLC is the general partner of the Fund. The general partner of RA Capital is RA Capital Management
GP, LLC, of which Dr. Kolchinsky and Mr. Shah are the controlling persons. RA Capital serves as investment adviser for the Fund
and the Account and may be deemed a beneficial owner, for purposes of Section 13(d) of the Securities Exchange Act of 1934 (the
“Act”), of any securities of the Issuer held by the Fund and the Account. The Fund has delegated to RA Capital the
sole power to vote and the sole power to dispose of all securities held in the Fund’s portfolio, including the shares of
the Issuer’s Common Stock reported herein. Because the Fund has divested voting and investment power over the reported
securities it holds and may not revoke that delegation on less than 61 days’ notice, the Fund disclaims beneficial ownership
of the securities it holds for purposes of Section 13(d) of the Act and therefore disclaim any obligation to report ownership of
the reported securities under Section 13(d) of the Act. As managers of RA Capital, Dr. Kolchinsky and Mr. Shah may be deemed beneficial
owners, for purposes of Section 13(d) of the Act, of any securities of the Issuer beneficially owned by RA Capital. RA Capital,
Dr. Kolchinsky, and Mr. Shah disclaim beneficial ownership of the securities reported in this Schedule 13G Statement (the “Statement”)
other than for the purpose of determining their obligations under Section 13(d) of the Act, and the filing of the Statement shall
not be deemed an admission that either RA Capital, Dr. Kolchinsky, or Mr. Shah is the beneficial owner of such securities for any
other purpose.
(b) Address
of Principal Business Office: The principal business office of the Reporting Persons is c/o RA Capital Management, L.P., 200
Berkeley Street, 18th Floor, Boston, MA 02116.
(c) Citizenship:
RA Capital is a Delaware limited partnership. Dr. Kolchinsky and Mr. Shah are United States citizens.
(d) Title
and Class of Securities: Common stock (“Common Stock”)
(e) CUSIP
Number: 039697107
Item 3.
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If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
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(e) RA Capital Management, L.P. is a registered investment adviser
and is filing this statement in accordance with §240.13d-1(b)(1)(ii)(E);
(g) Peter Kolchinsky and Rajeev Shah are control persons and
are filing this statement in accordance with §240.13d-1(b)(1)(ii)(G).
Provide the following information regarding
the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
(a)
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Amount Beneficially Owned:
See the response(s) to Item 9 on the attached cover page(s).
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(b)
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Percent of Class:
See the response(s) to Item 11 on the attached cover page(s).
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(c)
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Number of shares as to which such person has:
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(i)
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sole power to vote or to direct the vote:
See the response(s) to Item 5 on the attached cover page(s).
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(ii)
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shared power to vote or to direct the vote
See the response(s) to Item 6 on the attached cover page(s).
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(iii)
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sole power to dispose or to direct the disposition of
See the response(s) to Item 7 on the attached cover page(s).
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(iv)
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shared power to dispose or to direct the disposition of
See the response(s) to Item 8 on the attached cover page(s).
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Item 5.
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Ownership of Five Percent or Less of a Class:
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Not applicable.
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person:
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Not applicable.
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported
on By the Parent Holding Company or Control Person:
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Not applicable.
Item 8.
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Identification and Classification of Members of the Group:
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Not applicable.
Item 9.
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Notice of Dissolution of Group:
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Not applicable.
By signing below I hereby certify that,
to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of
or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held
in connection with or as a participant in any transaction having that purpose or effect.
SIGNATURE
After reasonable inquiry
and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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DATE: February 14, 2020
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RA CAPITAL MANAGEMENT, L.P.
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By:
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/s/ Peter Kolchinsky
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Peter Kolchinsky
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Authorized Signatory
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PETER KOLCHINSKY
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/s/ Peter Kolchinsky
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RAJEEV SHAH
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/s/ Rajeev Shah
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Exhibit 1
JOINT FILING AGREEMENT
This Joint Filing Agreement,
dated as of February 14, 2020, is by and among RA Capital Management, L.P., Peter Kolchinsky, and Rajeev Shah (the foregoing are
collectively referred to herein as the “Filers”).
Each of the Filers
may be required to file with the United States Securities and Exchange Commission a statement on Schedule 13G and/or 13D with respect
to Common Stock, par value $0.0001 per share of Ardelyx, Inc. beneficially owned by them from time to time.
Pursuant to and in
accordance with Rule 13(d)(1)(k) promulgated under the Securities Exchange Act of 1934, as amended, the Filers hereby agree to
file a single statement on Schedule 13G and/or 13D (and any amendments thereto) on behalf of each of such parties, and hereby further
agree to file this Joint Filing Agreement as an exhibit to such statement, as required by such rule.
This Joint Filing Agreement
may be terminated by any of the Filers upon one week’s prior written notice or such lesser period of notice as the Filers
may mutually agree.
Executed and delivered
as of the date first above written.
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RA CAPITAL MANAGEMENT, L.P.
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By:
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/s/ Peter Kolchinsky
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Peter Kolchinsky
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Authorized Signatory
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PETER KOLCHINSKY
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/s/ Peter Kolchinsky
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RAJEEV SHAH
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/s/ Rajeev Shah
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