Inhibrx, Inc. entered into a Separation and Distribution Agreement to spin off 92% stake in All non-101 assets and liabilities on January 22, 2024. Immediately prior to the closing of the merger between Inhibrx, Inc and Aventis, Inc, a subsidiary of Sanofi, all non-101 assets and liabilities, including INBRX-105, INBRX-106, INBRX-109, Inhibrx's non-101 discovery pipeline and its corporate infrastructure, will be spun out from Inhibrx into a new publicly traded company, Inhibrx Biosciences, Inc. ("New Inhibrx"). Under the terms of the agreement, Sanofi will acquire all outstanding shares of Inhibrx through a merger, and in turn, each Inhibrx shareholder will receive: (i) $30.00 per share in cash, (ii) one contingent value right per share, representing the right to receive a contingent payment of $5.00 in cash upon the achievement of a regulatory milestone and (iii) one SEC-registered, publicly listed, share of New Inhibrx per every four shares of Inhibrx common stock held. In addition, in connection with the transaction, Sanofi will assume and retire Inhibrx's outstanding third party debt and cause New Inhibrx to be funded with $200 million in cash and will retain an equity interest in New Inhibrx of 8%. As of May 9, 2024, Inhibrx, Inc. has set a record date of May 17, 2024, for distribution by the Company of 92% of shares of common stock of Inhibrx Biosciences, to holders of shares of the Company's common stock on a pro rata basis.

The consummation of the Spin-Off is subject to, among other things: (i) satisfaction of the conditions to closing set forth in the Merger Agreement; (ii) the effectiveness of the Spin-Off Registration Statement; (iii) final listing approval from a national securities exchange of the shares of SpinCo common stock; (iv) the absence of any law or injunction prohibiting or making illegal the consummation of the Spin-Off, the Pre-Closing Reorganization or the Merger; (v) execution of a transition services agreement, pursuant to which the Company and SpinCo will provide certain services to each other on a transitional basis (the ?Transition Services Agreement?); and (vi) completion of the Pre-Closing Reorganization. As of April 26, 2024, a special meeting of stockholders of Inhibrx, Inc. is scheduled to be held on May 24, 2024. The Company expects the transaction to close in the second quarter of 2024. As of May 9, 2024, the spin off is expected to close on May 29, 2024. Centerview Partners LLC is acting as exclusive financial advisor and provided fairness opinion to Inhibrx and Krishna Veeraraghavan and Benjamin M. Goodchild of Paul, Weiss, Rifkind, Wharton and Garrison LLP is serving as legal counsel. Continental Stock Transfer & Trust Company acted as a transfer agent to Inhibrx, Inc.