| Explanatory Note: The Reporting Manager ("WIM") is the investment manager of various funds (the "WIM Funds"), including the Other Included Managers set forth herein ("13F Funds"), and has defined investment discretion and, except as detailed below and in the Information Table ("Table"), shared voting authority with respect to the securities held by WIM Funds reported herein. With respect to Evofem Biosciences, Inc. ("EVF"), LF Woodford Equity Income Fund ("LFW") and Woodford Patient Capital Trust Plc ("PCT") own shares of EVF common stock ("EVF Stock") (each an "EVF Fund" and together the "EVF Funds"). The EVF Funds have each delivered to EVF a duly executed irrevocable proxy appointing any designee of EVF as their respective sole and exclusive attorney and proxy to vote at every meeting of EVF stockholders with respect to all shares of EVF Stock owned by such EVF Fund in excess of 19.5% of the then outstanding shares of EVF Stock (the "EVF Threshold") in the same proportion as shares voted by all other stockholders (excluding such EVF Fund) voting on or consenting to such matters. Accordingly, each EVF Fund has voting power (which it shares with WIM) only up to and including the EVF Threshold. LFW holds EVF Stock above the EVF Threshold, thus voting power above the EVF Threshold is reported as "none" in Column 8 of the Table. For this calculation, the total outstanding EVF shares used was 46,601,058 shares outstanding as of 7-31-19 as reported in EVF's Quarterly Report on Form 10-Q, filed with the SEC on 8-6-19. Please refer to the Form of Voting Agreement, incorporated by reference to Exhibit 4.10 of EVF's Form S-4 (No. 333-221592) filed on 11-15-17 and WIM's Schedule 13G/A with respect to the EVF Stock filed by WIM on 8-8-19, for more information. With respect to Autolus Therapeutics plc ("AUT"), PCT beneficially owns all of the ordinary shares of AUT ("AUT Shares") reported herein. PCT has executed an irrevocable proxy appointing WIM as its sole and exclusive attorney and proxy to vote at every meeting of shareholders of AUT and exercise all rights with respect to all capital stock of AUT, including the AUT Shares ("AUT Proxy Shares"). WIM executed an irrevocable proxy (the "AUT Proxy") appointing any designee of AUT as the sole and exclusive attorney and proxy of WIM to represent WIM and to vote at every meeting of shareholders of AUT and exercise all rights with respect to all AUT Proxy Shares, which when added to AUT Shares beneficially owned by Arix Bioscience plc ("Arix"), are in excess of 9.99% of the then outstanding capital stock of AUT (the "AUT Threshold") in the same proportion as the shares voted by all other stockholders (excluding WIM) voting on such matters. Accordingly, (i) WIM has sole voting power with respect to 1,332,154 AUT Shares, which is the amount that, when added to the AUT Shares held by Arix, is at or below the AUT Threshold, and such voting control is reported as "sole" in Column 8 of the Table (notwithstanding that PCT has no voting control over such shares), (ii) WIM has no voting power with respect to 762,973 AUT Shares (which voting power resides solely with AUT), and such voting control is reported as "none" in Column 8 of the Table and (iii) PCT has no voting control over any of the AUT Shares reported in the Table. For purposes of this calculation, (x) the total outstanding AUT Shares used was 44,981,860 outstanding ordinary shares as of 6-30-19 as reported in Exhibit 99.1 of AUT's Report of Foreign Private Issuer on Form 6-K, filed with the SEC on 8-8-19 and (y) the total AUT Shares owned by Arix was 3,161,533 shares, as disclosed in the AUT Schedule 13D filed by Arix on 7-6-18. As of June 5, 2019, WIM is no longer the investment manager of SJPUT UK High Income and SJPUK Net Distribution Bond. As of October 15, 2019, WIM is no longer the investment manager of LFW. |
