Transaction Details

Footnotes

Pursuant to the terms of an Agreement and Plan of Merger, dated as of June 16, 2025, by and among the Issuer, Eli Lilly and Company ("Parent") and Parent's indirect wholly owned subsidiary, Ridgeway Acquisition Corporation, at the effective time of the Merger (the "Effective Time"), each outstanding stock option of Issuer having an exercise price less than $10.50 per share in cash, without interest and less any applicable tax withholding (the "Cash Consideration") (each such option, a "Cash-Out Stock Option") that is outstanding immediately prior to the Effective Time, whether or not vested, was automatically cancelled, by virtue of the Merger and without any action on the part of any holder of any Cash-Out Stock Option, and each holder of such Cash-Out Stock Option received (without interest) (i) an amount in cash (less any applicable tax withholdings) equal to the product of (a) the excess, if any, of the Cash Consideration over the | (continued from footnote 1) applicable exercise price per share underlying such Cash-Out Stock Option multiplied by (b) the total number of shares of the Issuer's Common Stock subject to such Cash-Out Stock Option and (ii) one non-tradeable contingent value right for each share subject to such Cash-Out Stock Option (without regard to vesting).