BAKER BROS. ADVISORS LP - 09 Jun 2023 Form 4 Insider Report for Talis Biomedical Corp

Footnote F1

Includes 23,685 non-qualified stock options ("Stock Options") exercisable solely into common stock ("Common Stock") of Talis Biomedical Corporation (the "Issuer") granted by the Issuer to Dr. Raymond Cheong, a full-time employee of Baker Bros. Advisors LP (the "Adviser") on June 9, 2023, in his capacity as a director of the Issuer, pursuant to the Issuer's 2021 Equity Incentive Plan (the "Incentive Plan"). The Stock Options have a strike price of $0.5047 and vest in twelve equal monthly installments over one year beginning on June 9, 2023, subject to Dr. Cheong's continued service on the board of directors of the Issuer (the "Board"). The Stock Options expire on June 9, 2033. Dr. Cheong serves on the Board as a representative of Baker Brothers Life Sciences, L.P. ("Life Sciences") and 667, L.P. ("667", and together with Life Sciences, the "Funds") and their affiliates.

Footnote F2

After giving effect to the transaction reported herein and as a result of their ownership interest in (i) Baker Biotech Capital, L.P. and (ii) 667, Julian C. Baker and Felix J. Baker each may be deemed to have an indirect pecuniary interest in the Stock Options reported in column 9 of Table II held for the benefit of 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 F3

Pursuant to the policies of the Adviser, Dr. Cheong does not have a right to any of the Issuer's securities issued as compensation for his service on the Board and the Funds are entitled to an indirect proportionate pecuniary interest in the securities. The Funds each own an indirect proportionate pecuniary interest in the Stock Options. Solely as a result of their ownership interest in (i) the general partners of the Funds and (ii) the Funds, Felix J. Baker and Julian C. Baker may be deemed to have an indirect pecuniary interest in the Stock Options and any Common Stock acquired upon the exercise of Stock Options (i.e. no direct pecuniary interest).

Footnote F4

The Adviser serves as the investment adviser to 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. 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 or for the benefit of 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 of for the benefit of the Funds.

Footnote F5

Julian C. Baker, Felix J. Baker, the Adviser GP and the Adviser disclaim beneficial ownership of the securities held directly by the Funds or for the benefit of 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 F6

Pursuant to agreements between Dr. Cheong and the Adviser and the policies of the Adviser, the Adviser has voting and dispositive power over the Stock Options and any Common Stock acquired as a result of the exercise of the Stock Options.

Footnote F7

The acquisition of Stock Options reported on this form represents a single grant to Dr. Cheong of 23,685 Stock Options on Table II. This grant of 23,685 Stock Options for Dr. Cheong is reported for each of the Funds as each has an indirect pecuniary interest in such securities.

Footnote F8

After giving effect to the transaction 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 the Stock Options reported in column 9 of Table II held for the benefit of 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.