Overall Agreement Translate

Transactions, including the sale of shares, are subject to customary closing conditions, including termination or expiry of wait times under the Hart-Scott-Rodino Act. For more information on the financial and other terms of the agreement, see the current report on Form 8-K, which will be submitted by Translate Bio to the U.S. Securities and Exchange Commission on June 23, 2020. Regarding the collaboration of Sanofi Pasteur and Translate BioIn 2018, Translate Bio has entered into an exclusive cooperation and licensing agreement with Sanofi Pasteur Inc., Sanofi`s global division, to develop mRN vaccines for five infectious disease pathogens. This agreement was first extended in March 2020 to jointly develop a new m-arena vaccine for COVID-19. This collaboration brings together Sanofi Pasteur`s cutting-edge vaccine technology and the research and development skills of Translate Bio`s mRN. As part of the agreement, the companies are jointly conducting research and development activities to promote the development of ARm vaccines and the development of ARm vaccines for a research period of at least four years after the initial signing in 2018. Translate Bio and Sanofi Pasteur have promoted preclinical development vaccine programs, including screening, optimization and production of mNR and LNP formulations on several objectives. PARIS and LEXINGTON, Mass., June 23, 2020 (GLOBE NEWSWIRE) — Sanofi Pasteur, the global division of Sanofi, and Translate Bio (NASDAQ: TBIO), a therapeutic company for the clinical messenger of botany (mRNA), have agreed to expand their existing cooperation and licensing agreement for 2018 for the development of vaccines for infectious diseases. Evercore was a financial advisor at Translate Bio for the extension of the cooperation agreement. — Translate organic, obtain $425 million in advance and equity participation and obtain a total of up to $1.9 billion in potential terminals/payments as well as differentiated royalties for the sale of Globally developed vaccines — The extension of this agreement will combine translate Bio`s expertise and knowledge from more than 10 years of ARNM research and development with Sanofi`s vaccine research and development leaders.

As part of the expansion agreement, Translate Bio receives a total down payment of $425 million, including a cash payment of $300 million and an investment of common private placement shares of $125 million to $25.59 $US per share, representing a 50 per cent premium on the 20-day moving average price prior to signing. Translate Bio will also be eligible for potential next steps and other payments of up to $1.9 billion, including $450 million in milestones under the 2018 agreement.