The Notice was sent to you to inform you of the proposed settlement (the “Settlement”) of the above-captioned lawsuit (the “Action”) pending in the Court of Chancery of the State of Delaware (the “Court”).

This Notice describes the rights you may have under the Settlement and what steps you may, but are not required to, take in relation to the Settlement. If the Court approves the Settlement, the Parties to the Action will ask the Court at the Settlement Hearing to enter a Judgment dismissing the Action with prejudice as to (i) the Settling Defendants in full, and (ii) Denner as to Count I of the Complaint only.

A brief background of this case is provided on pages 2-5 of each Notice and is also summarized on this website. We do not have any more information regarding the background of this case beyond what is provided in each Notice and posted case documents.

The Court directed that everyone who fits this description is a Settlement Class Member: Any and all holders of Bioverativ Inc. common stock, either of record or beneficially, at any time during May 24, 2017 through and including March 8, 2018, including any and all of their representatives, trustees, executors, administrators, estates, heirs, successors in interest, successors, predecessors in interest, predecessors, transferees, and assigns, immediate and remote, and any Person acting for or on behalf of, or claiming under, any of them, and each of them, together with their respective successors in interest, successors, predecessors in interest, predecessors, transferees, and assigns, but excluding the Excluded Persons.

Excluded from the Settlement Class are: Sanofi, Denner, Cox, Protopapas, Posner, Paglia, Germano, Greene, DiFabio, Sarissa Capital (defined in the Stipulation), as well as the members of their immediate families, and any entity in which any of them has a controlling interest, and the heirs, successors, or assignees of any such excluded party. Excluded Persons also include any trusts, estates, entities, or accounts that held Company shares for the benefit of any of the foregoing

In consideration of the Settlement, on behalf of the Settling Defendants, Bioverativ and Sanofi shall cause a total of $40,000,000 in cash (the “Settlement Amount”) to be deposited into an account to be distributed to all Class Members entitled to receive a portion of the Settlement Fund pursuant to an approved Plan of Allocation.

In consideration of the "2023 Partial Settlement", on behalf of the Settling Defendants, Bioverativ and Sanofi deposited a total of 84,000,000 in cash (the “Settlement Amount”) to be distributed to all Class Members entitled to receive a portion of the Settlement Fund pursuant to an approved Plan of Allocation. On May 31, 2024, the Settlement Payment was distributed to all DTC participants and direct holders at the rate of $0.618564881 per share.

On May 31, 2024, a parital Settlement Payment was distributed to all DTC participants and direct holders at the rate of $0.618564881 per share.

At this time, it is not possible to make any determination as to how much more any individual Class Member may receive from the Settlement. The Net Settlement Fund will be allocated and distributed on a per-share basis among the Settlement Payment Recipients. Each Settlement Payment Recipient will receive a pro rata payment from the Net Settlement Fund equal to the product of (i) the number of “Eligible Shares” held by the Settlement Payment Recipient, where Eligible Shares are shares held by the Settlement Payment Recipient at closing and for which the Settlement Payment Recipient received Acquisition Consideration, and (ii) the “Per-Share Recovery” for the Settlement, which will be determined by dividing the total amount of the Net Settlement Fund by the total number of Eligible Shares.

For the avoidance of doubt, the Net Settlement Fund will be paid to the holders of Bioverativ common stock who were paid the Acquisition Consideration because their shares were tendered in the Tender Offer or were converted into the right to receive Acquisition Consideration pursuant to the terms of the Merger Agreement, other than Excluded Persons.

Only holders of Bioverativ Common Stock at the time such shares were converted into the right to receive the merger consideration in connection with the Acquisition, other than the Excluded Persons, are entitled to receive proceeds from the Settlement (the “Settlement Payment Recipients”).

The Court ordered that the law firms of Robbins Geller Rudman & Dowd LLP and Picket, Jones and Elliot, P.A. represent the Settlement Class Members, including you. Robbins Geller and Picket Jones are called Lead Counsel.

The Court has scheduled a hearing, which will be held on September 12, 2024, at 9:15 a.m. (the “Settlement Hearing”), at the Court of Chancery of the State of Delaware, Leonard L. Williams Justice Center, 500 North King Street, Wilmington, Delaware 19801, to: (a) determine whether Plaintiff and Plaintiff’s Counsel have adequately represented the interests of the Class in the Action, confirm class certification, confirm the appointment of Plaintiff as class representative, and appoint Plaintiff’s Counsel as class counsel; (b) determine whether the Court should approve the Settlement as fair, reasonable, and adequate and in the best interests of the Class; (c) determine whether the Action should be dismissed with prejudice by entry of the Judgment pursuant to the Stipulation, releasing the Released Plaintiff’s Claims and Released Defendants’ Claims against the respective released parties, and barring and enjoining prosecution of any and all released claims against any and all respective released parties; (d) consider the application by Plaintiff’s Counsel for attorneys’ fees, costs, and payment of expenses; (e) hear and determine any objections to the Settlement and/or to the application of Plaintiff’s Counsel for an award of attorneys’ fees, costs, and expenses; and (f) rule on such other matters as the Court may deem appropriate.

Any Class Member who objects to the Settlement and/or the Judgment to be entered by the Court, and/or Plaintiff’s Counsel’s application for attorneys’ fees, costs, and expenses, or otherwise wishes to be heard, may appear personally or by counsel at the Settlement Hearing and present any evidence or argument that may be proper and relevant; provided such person files with the Register in Chancery, the Court of Chancery of the State of Delaware as well as Counsel in the manner set forth on page 10 of the Notice.

There is no need to file a claim in this Settlement. Following the Effective Date, the Administrator shall distribute the Net Settlement Fund to the Settlement Payment Recipients (as defined in the Notice) on a per-share basis. Settlement Payment Recipients do not have to submit a claim form or take any other action in order to receive payment.