EXHIBIT 99.1
JOINT FILING AGREEMENT
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 Eli Lilly 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
| ELI LILLY AND COMPANY | ||
/s/ Anat Ashkenazi | ||
| Name: | Anat Ashkenazi | |
| Title: | Executive Vice President and Chief Financial Officer | |
| KEARNY ACQUISITION CORPORATION | ||
/s/ Philip L. Johnson | ||
| Name: | Philip L. Johnson | |
| Title: | President | |
SCHEDULE A
| 1. | Eli 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, Indianapolis, Indiana 46285. 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 | ||
| Ralph Alvarez | Director; Operating Partner, Advent International Corporation | |
| Katherine Baicker, Ph.D. | Director; Dean, Harris School of Public Policy, University of Chicago | |
| J. Erik Fyrwald | Director; President and Chief Executive Officer, Syngenta | |
| Mary Lynne Hedley, Ph.D. | Director; Senior Scientific Fellow, Broad Institute of MIT and Harvard | |
| Jamere Jackson | Director; Executive Vice President and Chief Financial Officer, AutoZone, Inc. | |
| Kimberly H. Johnson | Director; Chief Operating Officer, T. Rowe Price Group, Inc. | |
| William G. Kaelin Jr., M.D. | Director; Professor of Medicine, Harvard Medical School | |
| Juan R. Luciano | Director; Chairman and Chief Executive Officer, Archer Daniels Midland Company Citizenship: United States and Argentina | |
| David A. Ricks | Director; Chairman, President and Chief Executive Officer, Eli Lilly and Company | |
| Marschall S. Runge, M.D., Ph.D. | Director; Executive Vice President for Medical Affairs and Medical School Dean, University of Michigan | |
| Gabrielle Sulzberger | Director; Chair of Global ESG Advisory at Teneo | |
| Jackson P. Tai | Director; Former Vice Chairman and Chief Executive Officer, DBS Group Holdings Ltd and DBS Bank Ltd | |
| Karen Walker | Director; Senior Vice President and Chief Marketing Officer, Intel Corporation Citizenship: United States and United Kingdom | |
| Executive Officers (Who Are Not Directors) | ||
| Anat Ashkenazi | Executive Vice President and Chief Financial Officer Citizenship: United States and Israel | |
| Stephen F. Fry | Executive Vice President, Human Resources and Diversity | |
| Anat Hakim | Executive Vice President, General Counsel and Secretary Citizenship: United States and Israel | |
| Edgardo Hernandez | Executive Vice President and President, Manufacturing Operations | |
| Patrik Jonsson | Executive Vice President; President, Lilly Immunology; President, Lilly USA; and Chief Customer Officer | |
| Mike B. Mason | Executive Vice President and President, Lilly Diabetes | |
| Johna L. Norton | Executive Vice President, Global Quality | |
| Leigh Ann Pusey | Executive Vice President, Corporate Affairs and Communications | |
| Diogo Rau | Executive Vice President and Chief Information and Digital Officer | |
| Daniel Skovronsky, M.D., Ph.D. | Executive Vice President, Chief Scientific and Medical Officer, and President, Lilly Research Laboratories | |
| Jacob Van Naarden | Executive Vice President and Chief Executive Officer, Loxo@Lilly | |
| Alonzo Weems | Executive Vice President, Enterprise Risk Management, and Chief Ethics and Compliance Officer | |
| Anne E. White | Executive Vice President and President, Lilly Neuroscience | |
| Ilya Yuffa | 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, Indianapolis, Indiana 46285. 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 | ||
| Philip L. Johnson | Director and President | |
| Chris Anderson | Director and Secretary | |
| Michael C. Thompson | Director and Treasurer | |
| Executive Officers (Who Are Not Directors) | ||
| Jonathan Groff | Assistant Secretary | |
| Katie Lodato | 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 | |||
Emmanuel Simons | 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. |