JOINT FILING AGREEMENT
EXHIBIT 99.1
In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that this Statement is being jointly filed, and all amendments thereto will be jointly filed, by Xxx Xxxxx and Company, as the main and designated filer, on behalf of each of the persons and entities named below that is named as a reporting person in such filing. Each of the undersigned is responsible for the timely filing of this Statement and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
Dated: October 27, 2022
XXX XXXXX AND COMPANY | ||
/s/ Xxxx Xxxxxxxxx | ||
Name: | Xxxx Xxxxxxxxx | |
Title: | Executive Vice President and Chief Financial Officer | |
KEARNY ACQUISITION CORPORATION | ||
/s/ Xxxxxx X. Xxxxxxx | ||
Name: | Xxxxxx X. Xxxxxxx | |
Title: | President |
SCHEDULE A
1. | Xxx Lilly and Company |
The name, business address, title, and present principal occupation or employment of each of the directors and executive officers of Lilly are set forth below. The address of Lilly is: Lilly Corporate Center, Xxxxxxxxxxxx, Xxxxxxx 00000. Unless otherwise indicated, each occupation set forth opposite an individual’s name refers to Lilly. Unless otherwise indicated below, all of the persons listed below are citizens of the United States of America.
Name | Present Principal Occupation Including Name and Address of Employer | |
Directors | ||
Xxxxx Xxxxxxx | Director; Operating Partner, Advent International Corporation | |
Xxxxxxxxx Xxxxxxx, Ph.D. | Director; Xxxx, Xxxxxx School of Public Policy, University of Chicago | |
X. Xxxx Xxxxxxx | Director; President and Chief Executive Officer, Syngenta | |
Xxxx Xxxxx Xxxxxx, Ph.D. | Director; Senior Scientific Fellow, Broad Institute of MIT and Harvard | |
Xxxxxx Xxxxxxx | Director; Executive Vice President and Chief Financial Officer, AutoZone, Inc. | |
Xxxxxxxx X. Xxxxxxx | Director; Chief Operating Officer, X. Xxxx Price Group, Inc. | |
Xxxxxxx X. Xxxxxx Xx., M.D. | Director; Professor of Medicine, Harvard Medical School | |
Xxxx X. Xxxxxxx | Director; Chairman and Chief Executive Officer, Xxxxxx Xxxxxxx Midland Company Citizenship: United States and Argentina | |
Xxxxx X. Xxxxx | Director; Chairman, President and Chief Executive Officer, Xxx Xxxxx and Company | |
Xxxxxxxxx X. Xxxxx, M.D., Ph.D. | Director; Executive Vice President for Medical Affairs and Medical School Xxxx, University of Michigan | |
Xxxxxxxxx Xxxxxxxxxx | Director; Chair of Global ESG Advisory at Teneo | |
Xxxxxxx X. Xxx | Director; Former Vice Chairman and Chief Executive Officer, DBS Group Holdings Ltd and DBS Bank Ltd | |
Xxxxx Xxxxxx | Director; Senior Vice President and Chief Marketing Officer, Intel Corporation Citizenship: United States and United Kingdom | |
Executive Officers (Who Are Not Directors) | ||
Xxxx Xxxxxxxxx | Executive Vice President and Chief Financial Officer Citizenship: United States and Israel | |
Xxxxxxx X. Xxx | Executive Vice President, Human Resources and Diversity | |
Xxxx Xxxxx | Executive Vice President, General Counsel and Secretary Citizenship: United States and Israel | |
Xxxxxxx Xxxxxxxxx | Executive Vice President and President, Manufacturing Operations | |
Xxxxxx Xxxxxxx | Executive Vice President; President, Lilly Immunology; President, Lilly USA; and Chief Customer Officer | |
Xxxx X. Xxxxx | Executive Vice President and President, Lilly Diabetes | |
Xxxxx X. Xxxxxx | Executive Vice President, Global Quality | |
Xxxxx Xxx Xxxxx | Executive Vice President, Corporate Affairs and Communications | |
Xxxxx Xxx | Executive Vice President and Chief Information and Digital Officer | |
Xxxxxx Xxxxxxxxxx, M.D., Ph.D. | Executive Vice President, Chief Scientific and Medical Officer, and President, Lilly Research Laboratories | |
Xxxxx Xxx Xxxxxxx | Executive Vice President and Chief Executive Officer, Loxo@Lilly | |
Xxxxxx Xxxxx | Executive Vice President, Enterprise Risk Management, and Chief Ethics and Compliance Officer | |
Xxxx X. Xxxxx | Executive Vice President and President, Xxxxx Xxxxxxxxxxxx | |
Xxxx Xxxxx | Executive Vice President and President, Lilly International |
2. | Kearny Acquisition Corporation |
The name, business address, title, and present principal occupation or employment of each of the directors and executive officers of Purchaser are set forth below. The address of Purchaser is: Lilly Corporate Center, Xxxxxxxxxxxx, Xxxxxxx 00000. Where applicable, the business address listed for each individual not principally employed by Purchaser is the address of the corporation or other organization that principally employs that individual as listed below. Unless otherwise indicated, each occupation set forth opposite an individual’s name refers to Lilly. Unless otherwise indicated below, all of the persons listed below are citizens of the United States of America.
Name | Present Principal Occupation Including Name and Address of Employer | |
Directors and Executive Officers | ||
Xxxxxx X. Xxxxxxx | Director and President | |
Xxxxx Xxxxxxxx | Director and Secretary | |
Xxxxxxx X. Xxxxxxxx | Director and Treasurer | |
Executive Officers (Who Are Not Directors) | ||
Xxxxxxxx Xxxxx | Assistant Secretary | |
Xxxxx Xxxxxx | Assistant Treasurer |
SCHEDULE B
Stockholder |
Shares Beneficially Owned(1) |
|||
New Enterprise Associates 16, L.P. |
4,294,207 | |||
NEA Ventures 2018, L.P. |
4,281 | |||
Xxxxxxxx Xxxxxx |
1,204,917 | |||
5AM Ventures V, L.P. |
3,153,331 | |||
5AM Opportunities I, L.P. |
982,453 |
(1) | As of October 17, 2022, as provided by such Stockholder. |