BVF PARTNERS L P/IL - 26 Jun 2023 Form 4 Insider Report for CTI BIOPHARMA CORP

Footnote F1

This Form 4 is filed jointly by Biotechnology Value Fund, L.P. ("BVF"), Biotechnology Value Fund II, L.P. ("BVF2"), Biotechnology Value Trading Fund OS LP ("Trading Fund OS"), BVF Partners OS Ltd. ("Partners OS"), BVF I GP LLC ("BVF GP"), BVF II GP LLC ("BVF2 GP"), BVF GP Holdings LLC ("BVF GPH"), BVF Partners L.P. ("Partners"), BVF Inc. and Mark N. Lampert (collectively, the "Reporting Persons"). Each of the Reporting Persons was a member of a Section 13(d) group that previously collectively owned more than 10% of the Issuer's outstanding shares of Common Stock, par value $0.001 (the "Common Stock"). Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein.

Footnote F2

Securities owned directly by BVF. As the general partner of BVF, BVF GP may be deemed to beneficially own the securities owned directly by BVF. As the sole member of BVF GP, BVF GPH may be deemed to beneficially own the securities owned directly by BVF. As the investment manager of BVF, Partners may be deemed to beneficially own the securities owned directly by BVF. As the investment adviser and general partner of Partners, BVF Inc. may be deemed to beneficially own the securities owned directly by BVF. As a director and officer of BVF Inc., Mr. Lampert may be deemed to beneficially own the securities owned directly by BVF.

Footnote F3

Securities owned directly by BVF2. As the general partner of BVF2, BVF2 GP may be deemed to beneficially own the securities owned directly by BVF2. As the sole member of BVF2 GP, BVF GPH may be deemed to beneficially own the securities owned directly by BVF2. As the investment manager of BVF2, Partners may be deemed to beneficially own the securities owned directly by BVF2. As the investment adviser and general partner of Partners, BVF Inc. may be deemed to beneficially own the securities owned directly by BVF2. As a director and officer of BVF Inc., Mr. Lampert may be deemed to beneficially own the securities owned directly by BVF2.

Footnote F4

Securities owned directly by Trading Fund OS. As the general partner of Trading Fund OS, Partners OS may be deemed to beneficially own the securities owned directly by Trading Fund OS. As the investment manager of Trading Fund OS and the sole member of Partners OS, Partners may be deemed to beneficially own the securities owned directly by Trading Fund OS. As the investment adviser and general partner of Partners, BVF Inc. may be deemed to beneficially own the securities owned directly by Trading Fund OS. As a director and officer of BVF Inc., Mr. Lampert may be deemed to beneficially own the securities owned directly by Trading Fund OS.

Footnote F5

Securities held in certain Partners managed accounts (the "Partners Managed Accounts"). Partners, as the investment manager of the Partners Managed Accounts, may be deemed to beneficially own the securities held by the Partners Managed Accounts. As the investment adviser and general partner of Partners, BVF Inc. may be deemed to beneficially own the securities held by the Partners Managed Accounts. As a director and officer of BVF Inc., Mr. Lampert may be deemed to beneficially own the securities held by the Partners Managed Accounts.

Footnote F6

Partners, BVF Inc. and Mr. Lampert may be deemed to have a pecuniary interest in these securities of the Issuer previously held by Matthew Perry, who served as a director of the Issuer and is a member of Partners, due to a certain agreement between Partners and Mr. Perry, pursuant to which Mr. Perry is obligated to transfer the economic benefit, if any, received upon the sale of the shares issuable upon exercise of options awarded to Mr. Perry in his capacity as a director to Partners. As such, Mr. Perry disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.

Footnote F7

Securities disposed of pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of May 10, 2023, by and among the Issuer, Swedish Orphan Biovitrum AB (PUBL) ("Parent"), and Cleopatra Acquisition Corp., an indirect wholly owned subsidiary of Parent ("Purchaser"), pursuant to which Purchaser completed a tender offer for the shares of Common Stock and thereafter merged with and into the Issuer (the "Merger") effective as of June 26, 2023 (the "Effective Time"). At the Effective Time, each issued and outstanding share of Common Stock was cancelled and converted into the right to receive $9.10 in cash (the "Offer Price") without interest and subject to applicable withholding taxes.

Footnote F8

Pursuant to the Merger Agreement, each share of the Issuer's preferred stock that was issued and outstanding immediately prior to the Effective Time was converted into the right to receive $91,000 per share, without interest and subject to any applicable withholding taxes.

Footnote F9

Pursuant to the Merger Agreement, each option to purchase shares of Common Stock that was outstanding immediately prior to the Effective Time, whether or not vested, with an exercise price that was less than the Offer Price, terminated and was cancelled immediately prior to the Effective Time and converted into the right to receive a cash payment (without interest, and less any applicable withholding taxes) equal to (A) the excess of (x) the Offer Price over (y) the exercise price payable per share of Common Stock under such option, multiplied by (B) the total number of shares of Common Stock subject to such option.