| CUSIP No. 46333X108 | Page 12 of 13 Pages |
SCHEDULE 13D
EXHIBIT 1
JOINT FILING AGREEMENT
In accordance with Rule 13d−1(k)(1) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Common Stock of Ironwood Pharmaceuticals, Inc. and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings. In evidence thereof, the undersigned, being duly authorized, have executed this Joint Filing Agreement this 16th day of May, 2019.
SARISSA CAPITAL MANAGEMENT LP
| By: | /s/ Mark DiPaolo | |
| | Name: Mark DiPaolo | |
| | Title: Senior Partner, General Counsel | |
SARISSA CAPITAL OFFSHORE MASTER FUND LP
By: Sarissa Capital Offshore Fund GP LLC, its general partner
| By: | /s/ Mark DiPaolo | |
| | Name: Mark DiPaolo | |
| | Title: Authorized Person | |
SARISSA CAPITAL CATAPULT FUND LLC
By: Sarissa Capital Management LP, its managing member
| By: | /s/ Mark DiPaolo | |
| | Name: Mark DiPaolo | |
| | Title: Senior Partner, General Counsel | |
SARISSA CAPITAL HAWKEYE FUND LP
By: Sarissa Capital Fund GP LP, its general partner
| By: | /s/ Mark DiPaolo | |
| | Name: Mark DiPaolo | |
| | Title: Authorized Person | |
SARISSA CAPITAL ATHENA FUND LTD
| By: | /s/ Alexander J. Denner, Ph.D. | |
| | Name: Alexander J. Denner, Ph.D. | |
| | Title: Director | |
| /s/Alexander J. Denner, Ph.D. | |
| Alexander J. Denner, Ph.D. | |
| CUSIP No. 46333X108 | Page 13 of 13 Pages |
SCHEDULE 13D
SCHEDULE A
DIRECTORS AND EXECUTIVE OFFICERS OF THE REPORTING PERSONS
The following sets forth the name, position, and principal occupation of each director and executive officer of each of the Reporting Persons. Each such person is a citizen of the United States of America except that each of Cary Marr and Jonathan Roney are citizens of the Cayman Islands. Except as otherwise indicated, the business address of each director and officer is c/o Sarissa Capital Management LP, 660 Steamboat Road, Greenwich, CT 06830. To the best of the Reporting Persons' knowledge, except as set forth in this statement on Schedule 13D, none of the directors or executive officers of the Reporting Persons own any Shares.
Name | Position |
| | |
| Alexander J. Denner, Ph.D. | Chief Investment Officer of Sarissa Capital and Director of Sarissa Athena |
| | |
| Mark DiPaolo | Senior Partner and General Counsel of Sarissa Capital |
| | |
| Patrice Bonfiglio | Chief Financial Officer and Chief Compliance Officer of Sarissa Capital |
| | |
| Cary Marr | Director of Sarissa Athena |
Business Address: | |
3rd Floor Harbour Centre | |
| North Church Street | |
| P.O. Box 61 | |
| Grand Cayman KY1-1102 | |
| Cayman Islands | |
Principal Occupation: | |
| Professional Director registered pursuant to the Directors Registration and Licensing Law 2014 | |
| |
| | |
| Jonathan Roney | Director of Sarissa Athena |
Business Address: | |
| Intertrust Corporate Services | |
| 190 Elgin Avenue, George Town | |
| Grand Cayman KY1-9005 | |
| Cayman Islands | |
Principal Occupation: | |
| Director, Intertrust Corporate Services | |
