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directors, executive officers or holders of more than 5% of our capital stock, or any members of their immediate family, had or will have a direct or indirect material interest, other than
compensation arrangements which are described in "Executive Compensation" in Item 11 of this Annual Report.
Participation in our Initial Public Offering
Certain of our significant stockholders and their affiliated entities purchased an aggregate of approximately $19 million in
shares of our common stock in our initial public offering at the initial public offering price per share. Furthermore, our employees, directors and other persons associated with us purchased
approximately $1 million in shares of our common stock in our initial public offering at the initial public offering price per share. The underwriting discount for the shares sold to such
stockholders and our employees, directors and other persons associated with us in the offering will be the same as the underwriting discount for the shares sold to the public.
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. Under the agreement, Dr. Brian Kaspar received $7,500 per month in consulting fees. The consulting
agreement terminated in January 2016 upon the effectiveness of Dr. Kaspar's employment agreement.
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
the RSPA we have agreed to indemnify Dr. Brian Kaspar against certain adverse tax events with respect to the shares of our common stock he purchased under the agreement.
Dr. Brian Kaspar purchased the shares at a price of $0.00007 per share, which was the par value of the shares. Based on our estimate of the fair market value per share of our common stock as of
the date of the RSPA of $1.51 per share, Dr. Brian Kaspar purchased these shares at a discount of $1.5144 per share. Therefore, we estimate that we are contractually obligated to indemnify
Dr. Brian Kaspar for the tax and any related penalties he owes on the imputed income of $3.5 million, based on the difference between the fair market value of the restricted share grant
and the purchase price paid. We estimate our total indemnity obligation will be approximately $4.1 million, including gross-up, interest and penalties.
Our Relationships with Nationwide Children's Hospital and Ohio State University
Dr. Brian Kaspar is also a full-time employee of Nationwide Children's Hospital, or NCH. In October 2013, we entered into an
exclusive license agreement, which we amended and restated in its entirety in January 2016, or the NCH License Agreement, with NCH as described more fully in "BusinessOur Collaboration
and License AgreementsStrategic Collaborators and RelationshipsNationwide Children's Hospital" in Item 1 of this Annual Report. Under the NCH License Agreement, we
initially issued NCH 321,121 shares of our common stock in October 2013, and we have subsequently issued NCH an additional 121,289 shares of our common stock between October 2013 and May 2015 pursuant
to our anti-dilution obligations under the agreement. With certain exceptions, we are also obligated to
make up to $125,000 in development milestone based payments. Our payments to NCH totaled $150,000 in the aggregate in 2014 and 2015 in connection with amendments to the NCH License Agreement. The
inventors of the licensed patents, including Dr. Brian Kaspar, are entitled to a certain share of the revenues received by NCH under the NCH License Agreement.