to WilmerHale and WilmerHale has provided a form of support agreement. WilmerHale provided a form of CVR agreement to Orrick on June 13, 2022.

On June 14, 2022, WilmerHale met with representatives of the Company to discuss the next steps for the transaction with Parent and the transaction process.

From June 14, 2022 to June 24, 2022, Orrick and WilmerHale continued to negotiate via a series of video conference calls and exchanged draft merger agreements, the CVR agreement form and the support agreement form.

On June 16, 2022, the Special Committee, acting by written consent, authorized the Company to enter into the without engagement the debt financing term sheet with Part D, and on June 17, 2022, the Company entered into the without engagement
term sheet with Party D. Following the announcement of the Transactions on June 27, 2022, the Company terminated discussions with Party D regarding debt financing.

On June 19, 2022, representatives of the Company and WilmerHale met at the Parent Company’s U.S. offices with senior management of the Parent Company and Orrick to discuss certain provisions of the transaction documents.

On June 23, 2022, members of senior management of the Company met with senior management of the Parent at the U.S. offices of the Parent to discuss the potential transaction and coordinate the announcement of a potential transaction.

Following discussions on June 23, 2022, the Company and the Parent Company agreed to a final cash consideration of $1.45 per share, which the parties agreed reflected, but was not conditional on, the value of the discounts the Company was seeking with respect to (i) costs associated with its indebtedness and (ii) obligations associated with its rental of laboratory and office space at 400 Technology Square in Cambridge, Massachusetts.

On June 24, 2022, the Board held a special meeting via video conference attended by members of the Company’s management team and representatives from MTS, Jefferies and WilmerHale. WilmerHale representatives reviewed for directors the fiduciary duties of the board and the terms of the June 24 draft of the merger agreement, which was expected to be in near final form. Representatives of MTS presented preliminary financial information regarding the offer price and representatives of the company’s senior management reviewed a proposed communications plan and timeline for announcing a potential transaction.

The price of the common shares at market close on June 24, 2022, the last trading day before the public announcement of the completion of the merger agreement, was $0.95 per share.

On June 25, 2022, Orrick provided a revised draft Merger Agreement and Support Agreement Form to WilmerHale and later that day WilmerHale provided another revised draft Support Agreement Form to Orrick . As of the end of June 25, 2022, each of the main transaction documents, including the merger agreement, the support agreement form and the CVR agreement form, were in a substantially agreed form. Proposed final forms of the Merger Agreement, CVR Agreement and Support Agreement were provided to the Board on June 25, 2022 for the directors to review prior to the meeting scheduled for the following day.

On June 26, 2022, the Special Committee and the Board held a joint meeting attended by members of the Company’s management team and representatives of MTS, Jefferies and WilmerHale. WilmerHale representatives reviewed the terms of the final form of the Merger Agreement that was previously provided to the Board, explaining minor changes to the version previously discussed with the Board on June 24, 2022, and also passed review the directors’ fiduciary duties in connection with the proposed transaction.

A representative of MTS Securities, LLC (“MTS Titles“), an affiliate of MTS, then reviewed with the Board its financial analysis of the offering price of $1.45 per share plus a CVR allowing its holder to receive