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S-1
PROTEON THERAPEUTICS INC filed this Form S-1 on 09/16/2014
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    Partners V-A, L.P. Each of the managing members disclaims beneficial ownership of any such shares except to the extent of his proportionate pecuniary interest therein. The address for Dr. O'Leary and Prism Venture Partners is c/o Prism VentureWorks, 75 Second Avenue, Suite 210, Needham, MA 02494.

(4)
Includes 18,425,859 shares of common stock issuable upon conversion of convertible preferred stock and warrants to purchase 1,932,346 shares of common stock. Includes 1,389,064 shares of common stock issuable upon conversion of convertible preferred stock that the holder has the right to acquire, which right cannot be exercised during the period commencing on the date that the Company submits a registration statement on Form S-1 to the SEC and ending in the earlier of (a) the third business day following the withdrawal of such registration statement on Form S-1 in connection with any abandonment of the IPO and (b) the closing of the IPO. Skyline Venture Management IV, LLC ("SVM VI") is the sole general partner of Skyline Venture Partners Qualified Purchaser Fund IV, L.P. ("SVPQP IV"). Each of John G. Freund, our director, Yasunori Kaneko and Stephen Hoffman are managing directors of SVM IV and share voting and dispositive power over the shares held by the SVPQP IV; however, they disclaim beneficial ownership of the shares held by SVPQP IV, except to the extent of their pecuniary interests therein. The address for Dr. Freund and Skyline Venture Partners Qualified Purchaser Fund IV, L.P is 525 University Avenue, Suite 520, Palo Alto, CA 94301.

(5)
Includes (a) 6,134,501 shares of common stock issuable upon conversion of convertible preferred stock held by Deerfield Private Design Fund III, L.P., (b) 1,311,840 shares of common stock issuable upon conversion of convertible preferred stock held by Deerfield Special Situations Fund, L.P., and (c) 1,047,584 shares of common stock issuable upon conversion of convertible preferred stock held by Deerfield Special Situations International Master Fund, L.P. Includes 4,907,601 shares of common stock issuable upon conversion of convertible preferred stock, 1,049,472 shares of common stock issuable upon conversion of convertible preferred stock and 838,067 shares of common stock issuable upon conversion of convertible preferred stock that Deerfield Private Design Fund III, L.P., Deerfield Special Situations Fund, L.P. and Deerfield Special Situations International Master Fund, L.P., respectively, have the right to acquire, which right cannot be exercised during the period commencing on the date that the Company submits a registration statement on Form S-1 to the SEC and ending in the earlier of (x) the third business day following the withdrawal of such registration statement on Form S-1 in connection with any abandonment of the IPO and (y) the closing of the IPO. Deerfield Mgmt, L.P. is the general partner of each of Deerfield Special Situations Fund, L.P. and Deerfield Special Situations International Master Fund, L.P. Deerfield Mgmt III, L.P. is the general partner of Deerfield Private Design Fund III, L.P. (together with Deerfield Special Situations Fund, L.P. and Deerfield Special Situations International Master Fund, L.P., the "Deerfield Funds"). Deerfield Management Company, L.P. is the investment manager of each of the Deerfield Funds. Mr. James E. Flynn is the sole member of the general partner of each of Deerfield Mgmt, L.P., Deerfield Mgmt III, L.P. and Deerfield Management Company, L.P. Deerfield Mgmt. L.P. may be deemed to beneficially own the shares held by Deerfield Special Situations Fund, L.P. and Deerfield Special Situations International Master Fund, L.P., Deerfield Mgmt III, L.P. may be deemed to beneficially own the shares held by Deerfield Private Design Fund III, L.P. Each of Deerfield Management Company, L.P. and Mr. Flynn may be deemed to beneficially own the shares held by the Deerfield Funds. The address of Deerfield Funds is 780 Third Avenue, 37th Floor, New York, NY 10017.

(6)
Includes 8,493,925 shares of common stock issuable upon conversion of convertible preferred stock. Includes 6,795,140 shares of common stock issuable upon conversion of convertible preferred stock that the holder has the right to acquire, which right cannot be exercised during the period commencing on the date that the Company submits a registration statement on Form S-1 to the SEC and ending in the earlier of (a) the third business day following the withdrawal of such registration statement on Form S-1 in connection with any abandonment of the IPO and (b) the closing of the IPO. Pharmstandard International S.A. is a wholly owned subsidiary of public joint stock company "Pharmstandard." As the parent entity Pharmstandard has voting and investment control over the shares of the Company held by Pharmstandard International S.A. Dmitry Kobyzev, our director, is the representative of Pharmstandard International S.A. Dr. Kobyzev disclaims beneficial ownership of any such shares except to the extent of his proportionate pecuniary interest therein. The address for

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