13D Filing: James E. Flynn and Nivalis Therapeutics Inc. (NVLS)

The foregoing summary of the Support Agreement
is not intended to be complete and is qualified in its entirety by reference to the full text of the Support Agreement, a copy
of which is incorporated by reference as Exhibit 99.3 hereto.

Item 5. Interest in Securities of the Issuer.

Items 5(a), (b) and (c) of the Schedule
13D are hereby amended and restated as follows:

(a)

(1)       Deerfield
Mgmt

Number of shares:

3,732,414 (comprised of shares held by Deerfield Special Situations Fund, Deerfield Private Design, Deerfield Private Design International, Deerfield Private Design II and Deerfield Private Design International II)

Percentage of shares:

23.84%

(2)        Deerfield
Management

Number of shares:

3,741,639 (comprised of shares held by Deerfield Special Situations International, Deerfield Special Situations Fund, Deerfield Private Design, Deerfield Private Design International, Deerfield Private Design II and Deerfield Private Design International II and shares underlying the September 2016 Option, to the extent such option is vested or vests within 60 days from the date hereof)

Percentage of shares:

23.89%

(3)        Deerfield
Special Situations Fund

Number of shares: 1,124,740

Percentage of shares: 7.18%

(4)       Deerfield
Private Design

Number of shares: 402,064

Percentage of shares: 2.57%

(5)       Deerfield
Private Design International

Number of Shares: 647,152

Percentage of Shares: 4.13%

(6)       Deerfield
Private Design II

Number of Shares: 726,242

Percentage of Shares: 4.64%