Security	Date	Code	Shares	A/D	Owned after	D/I	Nature of ownership
Common Stock^F2,F3,F4	holding	—	—	—	82,211	I	Through Deerfield Private Design Fund, L.P.
Common Stock^F2,F3,F4	holding	—	—	—	132,453	I	Through Deerfield Private Design International, L.P.
Common Stock^F2,F3,F4	holding	—	—	—	189,358	I	Through Deerfield Special Situations Fund, L.P.

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Series 1 Convertible Preferred Stock^F1,F2,F3,F4	—	holding	—	—	—	—	—	Common Stock	301,027	—	I
Series 1 Convertible Preferred Stock^F1,F2,F3,F4	—	holding	—	—	—	—	—	Common Stock	484,945	—	I
Series 1 Convertible Preferred Stock^F1,F2,F3,F4	—	holding	—	—	—	—	—	Common Stock	375,592	—	I
Series 1 Convertible Preferred Stock^F1,F2,F3,F4	—	holding	—	—	—	—	—	Common Stock	430,400	—	I
Series 1 Convertible Preferred Stock^F1,F2,F3,F4	—	holding	—	—	—	—	—	Common Stock	696,994	—	I
Series 2 Convertible Preferred Stock^F1,F2,F3,F4	—	holding	—	—	—	—	—	Common Stock	18,826	—	I
Series 2 Convertible Preferred Stock^F1,F2,F3,F4	—	holding	—	—	—	—	—	Common Stock	29,755	—	I
Series 2 Convertible Preferred Stock^F1,F2,F3,F4	—	holding	—	—	—	—	—	Common Stock	282,985	—	I
Series 2 Convertible Preferred Stock^F1,F2,F3,F4	—	holding	—	—	—	—	—	Common Stock	324,279	—	I
Series 2 Convertible Preferred Stock^F1,F2,F3,F4	—	holding	—	—	—	—	—	Common Stock	133,598	—	I

Explanation of responses

F1Each share of Series 1 convertible preferred stock and Series 2 convertible preferred stock is convertible into shares of common stock on a 1-for-2.889 basis at the option of the reporting person or upon the occurrence of certain events. All outstanding shares of Series 1 convertible preferred stock and Series 2 convertible preferred stock are expected to convert into shares of common stock immediately prior to the amendment and restatement by Nivalis Therapeutics, Inc. of its certificate of incorporation, provided the amendment and restatement occurs prior to, and on the same day as, the closing of its initial public offering at an initial public offering price of no less than $8.667 per share.
F2This Form 3 is being filed by the undersigned as well as the entities listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons").
F3Deerfield Mgmt, L.P. is the general partner of Deerfield Private Design Fund, L.P., Deerfield Private Design International, L.P., Deerfield Private Design Fund II, L.P., Deerfield Private Design International II, L.P., and Deerfield Special Situations Fund, L.P. (collectively, the "Funds"). Deerfield Management Company, L.P. is the investment manager of the Funds. James E. Flynn is the sole member of the general partner of each of Deerfield Mgmt, L.P. and Deerfield Management Company, L.P.
F4In accordance with Instruction 5(b)(iv) to Form 3, the entire amount of the Issuer's securities held by the Funds is reported herein. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, each Reporting Person disclaims beneficial ownership of any such securities, except to the extent of his/its indirect pecuniary interest therein, if any, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or otherwise.

Remarks

Jonathan Isler, Attorney-in-Fact: Power of Attorney, which is hereby incorporated by reference to Exhibit 24 to a Form 3 with regard to Avalanche Biotechnologies, Inc. filed with the Securities and Exchange Commission on July 30, 2014 by Deerfield Mgmt III, L.P., Deerfield Mgmt, L.P., Deerfield Management Company, L.P., Deerfield Special Situations Fund, L.P., Deerfield Special Situations International Master Fund, L.P., Deerfield Private Design Fund III, L.P. and James E. Flynn.