CUSIP No. 92337C104
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1
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NAMES OF REPORTING PERSONS
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Vivo Opportunity, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
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(a) ☒
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(b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
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6,654,632 (1)
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6
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SHARED VOTING POWER
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0
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7
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SOLE DISPOSITIVE POWER
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6,654,632 (1)
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8
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SHARED DISPOSITIVE POWER
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0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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6,654,632 (1)
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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4.8% (2)
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12
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TYPE OF REPORTING PERSON (See Instructions)
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OO
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(1)
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The
shares of common stock, $0.0001 par value (“Common Stock”) of Verastem, Inc.
(the “Issuer”) are held of record by Vivo Opportunity Fund, L.P. Vivo Opportunity,
LLC is the general partner of Vivo Opportunity Fund, L.P.
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(2)
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Based
on 137,914,451 shares of Common Stock of the Issuer outstanding, as disclosed in the
Issuer’s periodic report on Form 8-K, filed with the Securities and Exchange Commission
(the “SEC”) on February 28, 2020.
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CUSIP No. 92337C104
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1
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NAMES OF REPORTING PERSONS
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Vivo Capital IX, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
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(a) ☒
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(b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
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1,484,903 (1)
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6
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SHARED VOTING POWER
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0
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7
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SOLE DISPOSITIVE POWER
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1,484,903 (1)
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8
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SHARED DISPOSITIVE POWER
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0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,484,903 (1)
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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1.1% (2)
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12
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TYPE OF REPORTING PERSON (See Instructions)
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OO
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(1)
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The
shares of Common Stock of the Issuer are held of record by Vivo Capital Fund IX, L.P.
Vivo Capital IX, LLC is the general partner of Vivo Capital Fund IX, L.P.
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(2)
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Based
on 137,914,451 shares of Common Stock of the Issuer outstanding, as disclosed in the
Issuer’s periodic report on Form 8-K, filed with the SEC on February 28, 2020.
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Item
1. (a)
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Name
of Issuer:
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Verastem,
Inc.
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(b)
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Address
of Issuer’s Principal Executive Offices:
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117
Kendrick Street, Suite 500
Needham,
MA 02494
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Item 2.
(a)
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Name
of Person Filing:
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This
Schedule 13G is filed jointly by Vivo Opportunity, LLC and Vivo Capital IX, LLC. Vivo Opportunity, LLC and Vivo Capital IX, LLC
have entered into a Joint Filing Agreement, a copy of which is filed with this Schedule 13G as Exhibit 99.1, pursuant to which
they have agreed to file this Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k) of the Securities Exchange
Act of 1934, as amended.
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(b)
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Address
of Principal Business Office or, if None, Residence:
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192
Lytton Avenue, Palo Alto, CA 94301
Vivo
Opportunity, LLC is a Delaware limited liability company.
Vivo
Capital IX, LLC is a Delaware limited liability company.
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(d)
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Title
of Class of Securities:
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Common
stock, $0.0001 par value
92337C104
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Item 3.
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If
This Statement is Filed Pursuant to §§
240.13d-1(b), or 240.13d-2(b) or (c),
Check Whether the Person Filing is a:
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(a)
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☐ Broker
or dealer registered under Section 15 of the Act.
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(b)
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☐ Bank
as defined in Section 3(a)(6) of the Act.
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(c)
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☐ Insurance
company as defined in Section 3(a)(19) of the Act.
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(d)
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☐ Investment
company registered under Section 8 of the Investment Company Act of 1940.
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(e)
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☐ An
investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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(f)
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☐ An
employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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(g)
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☐ A
parent holding company or control person in accordance with § 240.13d-1(b)(l)(ii)(G);
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(h)
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☐ A
savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
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(i)
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☐ A
church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company
Act;
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(j)
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☐ A
non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);
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(k)
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☐ Group,
in accordance with § 240.13d-1(b)(l)(ii)(K).
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If
filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1(ii)(j),
please specify the type of institution: ________________
Not
Applicable.
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(a)
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Amount
beneficially owned:
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(1)
Vivo Opportunity, LLC
The
6,654,632 shares of Common Stock are held of record by Vivo Opportunity Fund, L.P. Vivo Opportunity, LLC is the general partner
of Vivo Opportunity Fund, L.P. The voting members of Vivo Opportunity, LLC are Albert Cha, Gaurav Aggarwal, Shan Fu, Frank Kung
and Michael Chang, none of whom has individual voting or investment power with respect to these shares and each of whom disclaims
beneficial ownership of such shares.
(2)
Vivo Capital IX, LLC
The
1,484,903 shares of Common Stock are held of record by Vivo Capital Fund IX, L.P. Vivo Capital IX, LLC is the general partner
of Vivo Capital Fund IX, L.P. The voting members of Vivo Capital IX, LLC are Frank Kung, Edgar Engleman, Albert Cha, Shan Fu and
Chen Yu, none of whom has individual voting or investment power with respect to these shares and each of whom disclaims beneficial
ownership of such shares.
Vivo
Opportunity, LLC: 4.8%
Vivo
Capital IX, LLC: 1.1%
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(c)
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Number
of shares as to which such person has:
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(i)
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Sole
power to vote or to direct the vote:
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Vivo
Opportunity, LLC: 6,654,632 shares
Vivo
Capital IX, LLC: 1,484,903 shares
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(ii)
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Shared
power to vote or to direct the vote: 0
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(iii)
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Sole
power to dispose or to direct the disposition of:
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Vivo
Opportunity, LLC: 6,654,632 shares
Vivo
Capital IX, LLC: 1,484,903 shares
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(iv)
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Shared
power to dispose of or to direct the disposition of: 0
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Item
5.
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Ownership
of Five Percent or Less of a Class.
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Not
Applicable.
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Item
6.
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Ownership
of More than Five Percent on Behalf of Another Person.
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Not
Applicable.
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Item
7.
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Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on by
the Parent Holding Company or Control Person.
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Not
Applicable.
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Item
8.
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Identification
and Classification of Members of the Group.
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Not
applicable.
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Item
9.
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Notice
of Dissolution of Group.
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Not
applicable.
By
signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than
activities solely in connection with a nomination under §240.14a11.
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
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Vivo Opportunity, LLC
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March 11, 2020
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(Date)
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/s/ Albert Cha
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(Signature)
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Managing Member
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(Title)
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Vivo Capital IX, LLC
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March 11, 2020
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(Date)
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/s/ Albert Cha
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(Signature)
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Managing Member
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(Title)
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Exhibit 99.1
JOINT
FILING AGREEMENT
In
accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint
filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the shares of common
stock, $0.0001 par value, of Verastem, Inc., and further agree that this Joint Filing Agreement be included as an Exhibit to such
joint filing.
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Vivo Opportunity, LLC
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March 11, 2020
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(Date)
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/s/ Albert Cha
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(Signature)
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Managing Member
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(Title)
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Vivo Capital IX, LLC
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March 11, 2020
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(Date)
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/s/ Albert Cha
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(Signature)
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Managing Member
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(Title)
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