BAKER BROS. ADVISORS LP - 18 Dec 2023 Form 4 Insider Report for Neurogene Inc. (NGNE)

Footnote F1

On December 18, 2023 (the "Closing Date"), Neurogene Inc., a Delaware corporation (formerly known as Neoleukin Therapeutics, Inc. (prior to the Closing Date, "Neoleukin", and after the Closing Date, the "Issuer")) consummated the previously announced business combination (the "Merger") pursuant to that certain Agreement and Plan of Merger, dated as of July 17, 2023 (the "Merger Agreement"), by and among Neoleukin, Project North Merger Sub, Inc., a wholly owned subsidiary of Neoleukin ("Merger Sub"), and Neurogene Inc., a Nevada corporation ("Neurogene"). At the closing of the Merger Neoleukin Therapeutics, Inc. changed its name to Neurogene Inc.

Footnote F2

Reflects a one-for-four reverse stock split of the common stock ("Common Stock") of the Issuer effected on December 18, 2023.

Footnote F3

Reflects shares of Common Stock held directly by Felix J. Baker.

Footnote F4

After giving effect to the transactions reported herein and as a result of their ownership interest in (i) Baker Biotech Capital, L.P. and (ii) 667, L.P. ("667"), Julian C. Baker and Felix J. Baker each may be deemed to have an indirect pecuniary interest in Common Stock reported in column 5 of Table I or securities reported in column 9 of Table II directly held by 667, a limited partnership of which the sole general partner is Baker Biotech Capital, L.P., a limited partnership of which the sole general partner is Baker Biotech Capital (GP), LLC, due to their interest in 667 and Baker Biotech Capital, L.P.'s right to receive an allocation of a portion of the profits from 667.

Footnote F5

Reflects shares of Common Stock held directly by Julian C. Baker.

Footnote F6

Baker Bros. Advisors LP (the "Adviser") serves as the investment adviser to 667 and Baker Brothers Life Sciences, L.P. ("Life Sciences", and together with 667, the "Funds"). In connection with the services provided by the Adviser, the Adviser receives an asset-based management fee that does not confer any pecuniary interest in the securities held directly by the Funds or for the benefit of the Funds. Baker Bros. Advisors (GP) LLC (the "Adviser GP") is the Adviser's sole general partner. Julian C. Baker and Felix J. Baker are managing members of the Adviser GP. The Adviser has complete and unlimited discretion and authority with respect to the investment and voting power of the securities held directly by the Funds. The general partners of the Funds have relinquished to the Adviser all discretion and authority with respect to the investment and voting power of the securities held directly by the Funds.

Footnote F7

Julian C. Baker, Felix J. Baker, the Adviser GP and the Adviser disclaim beneficial ownership of the securities held directly by the Funds except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that any of Julian C. Baker, Felix J. Baker, the Adviser GP or the Adviser is a beneficial owner of such securities for purposes of Section 16 or any other purpose.

Footnote F8

After giving effect to the transactions reported herein and as a result of their ownership interest in (i) Baker Brothers Life Sciences Capital, L.P. and (ii) Life Sciences, Julian C. Baker and Felix J. Baker each may be deemed to have an indirect pecuniary interest in Common Stock reported in column 5 of Table I or securities reported in column 9 of Table II directly held by Life Sciences, a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital, L.P., a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital (GP), LLC, due to their interest in Life Sciences and Baker Brothers Life Sciences Capital, L.P.'s right to receive an allocation of a portion of the profits from Life Sciences.

Footnote F9

Represents warrants to purchase Common Stock at an exercise price of $0.00002 per share ("Prefunded Warrants") exercisable at any time, at the holder's election, on a 1-for-1 basis into Common Stock to the extent that immediately prior to or after giving effect to such exercise the holders thereof, together with their affiliates and any members of a Section 13(d) group with such holders, would beneficially own, for purposes of Rule 13d-3 under the Securities Act of 1934, as amended, no more than 4.99% of the outstanding shares of Common Stock (the "Maximum Percentage"). The Prefunded Warrants have no expiration date.

Footnote F10

By written notice to the Issuer, the Funds may increase or decrease the Maximum Percentage applicable to that fund to any other percentage not in excess of 19.99%; provided that any such increase will not be effective until the 61st day after such notice is delivered to the Issuer.

Footnote F11

The $0.000001 Prefunded Warrants are exercisable at any time, at the holder's election, on a 1-for-1 basis into Common Stock to the extent that immediately prior to or after giving effect to such exercise the holders and/ or their affiliates thereof, together with their affiliates and any members of a Section 13(d) group with such holders, would beneficially own, for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, no more than the Maximum Percentage. The Prefunded Warrants have no expiration date.

Footnote F12

667 and Life Sciences acquired 78,325 and 973,290 warrants to purchase Common Stock, respectively, at an exercise price of $0.000001 per share ("$0.000001 Prefunded Warrants") in the Merger at a rate of 0.0756 $0.000001 Prefunded Warrants for each Neurogen Prefunded Warrant.

Footnote F13

As a result of and upon the effective time of the Merger, the Funds acquired $0.000001 Prefunded Warrants in exchange for existing shares of Neurogene Series A-1 Preferred Stock ("Series A-1 Preferred") at a rate of 0.0756 $0.000001 Prefunded Warrants for each share of Series A-1 Preferred.

Footnote F14

As a result of and upon the effective time of the Merger, the Funds acquired $0.000001 Prefunded Warrants in exchange for existing shares of Neurogene Series A-2 Preferred Stock ("Series A-2 Preferred") at a rate of 0.0756 $0.000001 Prefunded Warrants for each share of Series A-2 Preferred.

Footnote F15

As a result of and upon the effective time of the Merger, the Funds acquired $0.000001 Prefunded Warrants in exchange for existing shares of Neurogene Series B Preferred Stock ("Series B Preferred") at a rate of 0.0756 $0.000001 Prefunded Warrants for each share of Series B Preferred.