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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
The following includes a summary of transactions since January 1, 2012 to which we have been a party, in which the amount
involved in the transaction exceeded $120,000, and in which any of our directors, executive officers or, to our knowledge, beneficial owners of more than 5% of our capital stock or any member of the
immediate family of any of the foregoing persons had or will have a direct or indirect material interest. Other than described below, there have not been, nor are there currently any proposed,
transactions or series of similar transactions to which we have been or will be a party other than compensation arrangements, which include equity and other compensation, termination, change in
control and other arrangements, which are described under "Executive Compensation."
Participation in this Offering
Certain of our significant stockholders and their affiliated entities have indicated an interest in purchasing up to an aggregate of
$30 million in shares of our common stock in this offering at the initial public offering price per share. Based on an assumed initial public offering price of $20.00 per share, which is the
midpoint of the price range set forth on the cover page of this prospectus, these entities would purchase up to an aggregate of 1,500,000 of the 4,250,000 shares in this offering based on these
indications of interest. However, because indications of interest are not binding agreements or commitments to purchase, these stockholders may determine to purchase fewer shares than they indicate an
interest in purchasing or not to purchase any shares in this offering. It is also possible that these stockholders could indicate an interest in purchasing more shares of our common stock. In
addition, the underwriters could determine to sell fewer shares to any of these stockholders than the stockholders indicate an interest in purchasing or not to sell any shares to these stockholders.
Furthermore, at our request, the underwriters have reserved for sale at the initial public offering price up to 212,500 shares of our common stock, or 5.0% of the shares offered by this
prospectus, for our employees, directors and other persons associated with us. Any shares of common stock sold to our directors, executive officers or employees pursuant to the directed share program
are subject to the 180-day lockup restriction described in the "Underwriting" section of this prospectus with respect to the directed shares sold to them.
Consulting Agreement with Brian Kaspar
In January 2014, we entered into a consulting agreement for scientific advisory services with Dr. Brian Kaspar, our Chief
Scientific Officer, director and a beneficial owner of more than 5% of our capital stock. The consulting agreement terminated in January 2016 upon the effectiveness of Dr. Kaspar's employment
agreement. See "Executive Compensation Employment Agreements" and "Executive Compensation Potential Payments Upon Termination of Change in Control" for more information
regarding Dr. Kaspar's employment agreement. Under the agreement, Dr. Brian Kaspar received $7,500 per month in consulting fees.
In connection with his consulting agreement, in January 2014, we entered into a restricted stock purchase agreement, or the RSPA, with Dr. Brian Kaspar, pursuant to which
Dr. Brian Kaspar purchased 2,334,391 shares of our common stock at a price per share of $0.00007, for a total purchase price of $169.16. The grant date fair value of this award was
$3.5 million. Such shares were initially subject to vesting over a four year period. However, in connection with the employment agreement entered into in January 2016, the unvested shares were
vested in full. All of
our obligations under the RSPA, other than the indemnity agreement described below, terminated on January 1, 2016 upon the effectiveness of Dr. Kaspar's employment agreement.