Financial considerations

Under the terms of the merger agreement, Sanofi and Vigil have agreed to the following:

• Sanofi will acquire all outstanding common shares of Vigil for $8 per share in cash at closing, representing an equity value of approximately $470 million (on a fully diluted basis)
• In addition, Vigil's shareholders will receive a non-transferrable contingent value right (CVR) per Vigil share, which will entitle its holder to receive a deferred cash payment of $2, conditioned upon the first commercial sale of VG-3927.

To demonstrate their commitment to the transaction, Bruce Booth, Atlas Ventures, and CEO Ivana Magovčević-Liebisch have signed voting and support agreements in favor of the deal. The shares subject to these agreements represent a total of approximately 16.2% of Vigil's total common shares outstanding.