Proposal No. 1: To approve the issuance by the Company to Roivant Sciences Ltd. ( of a second tranche of 664,000 series A participating convertible preferred shares of the Company (the Shares at a price of $100 per share for gross proceeds to the Company of $66.4 million (the Tranche and Common Shares issuable upon conversion of the Preferred Shares, pursuant to the Subscription Agreement between the Company and Roivant dated October 2, 2017 (the Agreement as part of a larger subscription by Roivant under the Subscription Agreement for an aggregate of 1,164,000 Preferred Shares for gross proceeds to the Company of $116.4 million (the Placement See.

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