APLS 2018 Proxy Statement

Name Shares of Common Stock Purchased Aggregate Purchase Price Hillhouse WHP Holdings Limited(1) . . . . . . . . . . . . . . . . . . . . . . . . . . 1,428,571 $19,999,994 Cormorant Funds(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,071,428 14,999,992 Morningside Venture Investments, Ltd.(1)(2) . . . . . . . . . . . . . . . . . . . 575,000 8,050,000 VenBio Global Strategic Fund(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 127,515 7,785,210 (1) See “Principal Stockholders” for more information about shares held by this entity (2) Dr. Chan and Ms. O’Brien are members of our board of directors who have been designated by MVIL. Each of Dr. Chan and Ms. O’Brien disclaims beneficial ownership of all shares held by MVIL. Danforth Advisors In August 2015, we engaged Danforth Advisors, LLC, or Danforth, a consulting firm specializing in providing financial and strategic support to life sciences companies and a controlled affiliate of Daniel Geffken, who served as our interim Chief Financial Officer from August 2015 until October 2017. Pursuant to a consulting agreement effective September 2015, we paid professional fees to Danforth of $236,295 in 2017. Employment Relationship with Federico Grossi Federico Grossi, our Executive Vice President of Clinical Development, is the brother-in-law of Dr. Francois. Dr. Grossi has been an employee since September 2014 and currently receives an annual salary of $300,000. During the year ended December 31, 2017, Dr. Grossi received total salary compensation of $263,987. We paid Dr. Grossi a bonus of $120,000 in December 2017 and he was granted options in 2017 with an aggregate grant date fair value of $172,995, as computed in accordance with ASC Topic 718. Investors’ Rights Agreement We are a party to an investors’ rights agreement, dated as of August 7, 2017, with certain stockholders, who purchased our preferred stock, including some of our directors and 5% stockholders and their affiliates and entities affiliated with our officers and directors. The investors’ rights agreement provides these holders the right to demand that we file a registration statement or request that their shares be covered by a registration statement that we are otherwise filing. Indemnification of Officers and Directors Our restated certificate of incorporation provides that we will indemnify our directors and officers to the fullest extent permitted by Delaware law. In addition, we have entered into indemnification agreements with our current and former directors that may be broader in scope than the specific indemnification provisions contained in the General Corporation Law of the State of Delaware. In the case of those of our directors who are affiliated with certain of our 5% stockholders or their affiliates, the indemnification agreements also provide for indemnification of the applicable 5% stockholder or affiliate. Policies and Procedures for Related Person Transactions Our board of directors has adopted written policies and procedures for the review of any transaction, arrangement or relationship in which our company is a participant, the amount involved exceeds $120,000 and one of our executive officers, directors, director nominees or 5% stockholders, or their immediate family members, each of whom we refer to as a “related person,” has a direct or indirect material interest. If a related person proposes to enter into such a transaction, arrangement or relationship, which we refer to as a “related person transaction,” the related person must report the proposed related person transaction to our principal financial officer. The policy calls for the proposed related person transaction to be reviewed and - 25 -