(1) | In accordance with Exchange Act Rule 0-11, the maximum number of securities of Chinook Therapeutics, Inc. (“Chinook”) to which this transaction applies is estimated, as of June 19, 2023, to be 82,031,572, which consists of (A) 74,181,662 shares of Chinook common stock (which includes 1,704,710 Company restricted stock units (“RSUs”), 787,901 Company performance stock units (“PSUs”) and warrants to purchase 4,643,021 shares of Chinook common stock), entitled to receive consideration of up to $44.00 per share, which consists of $40.00 in upfront per share consideration and one contingent value right (“CVR”) that could result in additional cash payments of up to $4.00 per share, and (B) options to purchase 7,849,910 shares of Chinook common stock entitled to receive consideration of up to $28.31 per share, which consists of $24.31 in upfront per share consideration (the difference between $40.00 and the weighted average exercise price of $15.69 per share) and one CVR that could result in additional cash payments of up to $4.00 per share. |