CUSIP No.
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00202J203
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13G
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Page 2 of 11
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1.
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NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Deerfield Capital, L.P.
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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(a) o
(b) ý
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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
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
0
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6.
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SHARED VOTING POWER
92,557(1)
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7.
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SOLE DISPOSITIVE VOTING POWER
0
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8.
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SHARED DISPOSITIVE VOTING POWER
92,557(1)
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||
9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
92,557(1)
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
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¨
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
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12.
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TYPE OF REPORTING PERSON*
PN
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CUSIP No.
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00202J203
|
13G
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Page 3 of 11
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1.
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NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Deerfield Special Situations Fund, L.P.
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||
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) o
(b) ý
|
|
3.
|
SEC USE ONLY
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||
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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||
NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5.
|
SOLE VOTING POWER
0
|
|
6.
|
SHARED VOTING POWER
92,557(2)
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||
7.
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SOLE DISPOSITIVE VOTING POWER
0
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||
8.
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SHARED DISPOSITIVE VOTING POWER
92,557(2)
|
||
9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
92,557(2)
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||
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
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¨
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
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||
12.
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TYPE OF REPORTING PERSON*
PN
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CUSIP No.
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00202J203
|
13G
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Page 4 of 11
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1.
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NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Deerfield Management Company, L.P.
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||
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) o
(b) ý
|
|
3.
|
SEC USE ONLY
|
||
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5.
|
SOLE VOTING POWER
0
|
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6.
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SHARED VOTING POWER
163,124(3)
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||
7.
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SOLE DISPOSITIVE VOTING POWER
0
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||
8.
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SHARED DISPOSITIVE VOTING POWER
163,124(3)
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||
9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
163,124(3)
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||
10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
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¨
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.41%
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12.
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TYPE OF REPORTING PERSON*
PN
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CUSIP No.
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00202J203
|
13G
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Page 5 of 11
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1.
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NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Deerfield Special Situations Fund International Limited
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||
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) o
(b) ý
|
|
3.
|
SEC USE ONLY
|
||
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
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||
NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5.
|
SOLE VOTING POWER
0
|
|
6.
|
SHARED VOTING POWER
163,124(4)
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||
7.
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SOLE DISPOSITIVE VOTING POWER
0
|
||
8.
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SHARED DISPOSITIVE VOTING POWER
163,124(4)
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||
9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
163,124(4)
|
||
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
¨
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.41%
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12.
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TYPE OF REPORTING PERSON*
CO
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CUSIP No.
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00202J203
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13G
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Page 6 of 11
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1.
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NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
James E. Flynn
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) o
(b) ý
|
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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
United States
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||
NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5.
|
SOLE VOTING POWER
0
|
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6.
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SHARED VOTING POWER
255,681(5)
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7.
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SOLE DISPOSITIVE VOTING POWER
0
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8.
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SHARED DISPOSITIVE VOTING POWER
255,681(5)
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||
9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
255,681(5)
|
||
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
¨
|
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.63%
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12.
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TYPE OF REPORTING PERSON*
IN
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CUSIP No.
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00202J203
|
13G
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Page 7 of 11
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Item 1(a). | Name of Issuer: | |
A.P. Pharma, Inc.
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Item 1(b). | Address of Issuer's Principal Executive Offices: | |
123 Saginaw Drive
Redwood City, CA 94063
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Item 2(a). | Name of Person Filing: | |
James E. Flynn, Deerfield Capital, L.P., Deerfield Special
Situations Fund, L.P., Deerfield Management Company, L.P., Deerfield
Special Situations Fund International Limited
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Item 2(b). | Address of Principal Business Office, or if None, Residence: | |
James E. Flynn, Deerfield Capital, L.P., Deerfield Special
Situations Fund, L.P., Deerfield Management Company, L.P., 780 Third
Avenue, 37th Floor, New York, NY 10017, Deerfield Special Situations
Fund International Limited, c/o Citi Hedge Fund Services (B.V.I.) Ltd.,
Bison Court, Columbus Centre, P.O. Box 3460, Road Town, Tortola, D8,
British Virgin Islands
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Item 2(c). | Citizenship: | |
Deerfield Capital, L.P., Deerfield Management Company, L.P. and Deerfield
Special Situations Fund, L.P. - Delaware limited partnerships
Deerfield Special Situations Fund International Limited- British Virgin
Islands corporation
James E. Flynn - United States citizen
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Item 2(d). | Title of Class of Securities: | |
Common Stock
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Item 2(e). | CUSIP Number: | |
00202J203
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Item 3. |
If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:
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(a) | o | Broker or dealer registered under Section 15 of the Exchange Act. | |
(b) | o | Bank as defined in Section 3(a)(6) of the Exchange Act. | |
(c) | o | Insurance company as defined in Section 3(a)(19) of the Exchange Act. | |
(d) | o | Investment company registered under Section 8 of the Investment Company Act. | |
(e) | o | An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); |
CUSIP No.
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00202J203
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13G
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Page 8 of 11
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(f) | o | An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); | |
(g) | o | A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); |
(h) | o | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act; |
(i) | o | A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act; | |
(j) | o | Group, in accordance with Rule 13d-1(b)(1)(ii)(J). |
Item 4. | Ownership. |
(a) | Amount beneficially owned**: | ||
Deerfield Capital, L.P. – 92,557 shares
Deerfield Special Situations Fund, L.P. – 92,557 shares
Deerfield Management Company, L.P. – 163,124 shares
Deerfield Special Situations Fund International Limited – 163,124 shares
James E. Flynn – 255,681 shares
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(b) | Percent of class**: | ||
Deerfield Capital, L.P. – 0.23%
Deerfield Special Situations Fund, L.P. – 0.23%
Deerfield Management Company, L.P. – 0.41%
Deerfield Special Situations International Limited – 0.41%
James E. Flynn – 0.63%
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(c) | Number of shares as to which such person has**: | ||||
(i) | Sole power to vote or to direct the vote |
All Reporting Persons 0
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(ii) | Shared power to vote or to direct the vote |
Deerfield Capital,
L.P. – 92,557
Deerfield Special
Situations Fund,
L.P. – 92,557
Deerfield
Management Company,
L.P. – 163,124
Deerfield Special
Situations Fund
International
Limited – 163,124
James E. Flynn -
255,681
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CUSIP No.
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00202J203
|
13G
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Page 9 of 11
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(iii) | Sole power to dispose or to direct the disposition of |
All Reporting Persons - 0
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(iv) | Shared power to dispose or to direct the disposition of |
Deerfield Capital,
L.P. – 92,557
Deerfield Special
Situations Fund,
L.P. – 92,557
Deerfield
Management Company,
L.P. – 163,124
Deerfield Special
Situations Fund
International
Limited – 163,124
James E. Flynn -
255,681
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Item 5.
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Ownership of Five Percent or Less of a Class.
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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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N/A
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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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N/A
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CUSIP No.
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00202J203
|
13G
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Page 10 of 11
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Item 8.
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Identification and Classification of Members of the Group. |
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See Exhibit B
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Item 9.
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Notice of Dissolution of Group. |
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N/A
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Item 10.
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Certifications. |
CUSIP No.
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00202J203
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13G
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Page 11 of 11
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DEERFIELD CAPITAL, L.P.
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By:
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J.E. Flynn Capital LLC, General Partner
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By:
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/s/ Darren Levine
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Darren Levine, Attorney-In-Fact
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DEERFIELD SPECIAL SITUATIONS FUND, L.P.
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By:
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Deerfield Capital, L.P., General Partner
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By:
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J.E. Flynn Capital LLC, General Partner
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By:
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/s/ Darren Levine
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Darren Levine, Attorney-In-Fact
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DEERFIELD MANAGEMENT COMPANY, L.P.
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By:
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Flynn Management LLC, General Partner
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By:
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/s/ Darren Levine
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Darren Levine, Attorney-In-Fact
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DEERFIELD SPECIAL SITUATIONS FUND INTERNATIONAL LIMITED
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By:
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/s/ Darren Levine
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Darren Levine, Attorney-In-Fact
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JAMES E. FLYNN
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/s/ Darren Levine
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Darren Levine, Attorney-In-Fact
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DEERFIELD CAPITAL, L.P.
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By:
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J.E. Flynn Capital LLC, General Partner
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By:
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/s/ Darren Levine
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Darren Levine, Attorney-In-Fact
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DEERFIELD SPECIAL SITUATIONS FUND, L.P.
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By:
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Deerfield Capital, L.P., General Partner
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By:
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J.E. Flynn Capital LLC, General Partner
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By:
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/s/ Darren Levine
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Darren Levine, Attorney-In-Fact
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DEERFIELD MANAGEMENT COMPANY, L.P.
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By:
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Flynn Management LLC, General Partner
|
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By:
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/s/ Darren Levine
|
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Darren Levine, Attorney-In-Fact
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DEERFIELD SPECIAL SITUATIONS FUND INTERNATIONAL LIMITED
|
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By:
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/s/ Darren Levine
|
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Darren Levine, Attorney-In-Fact
|
JAMES E. FLYNN
|
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/s/ Darren Levine
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Darren Levine, Attorney-In-Fact
|