VGL-101

Sanofi to acquire Vigil Neuroscience, Inc., adding a new investigational medicine to treat Alzheimer’s disease to the neurology pipeline PARIS, France I May 22, 2025 I Sanofi announced today that it has entered into an agreement to acquire Vigil Neuroscience, Inc. (“Vigil”), a publicly traded clinical-stage biotechnology company focused on developing novel therapies for neurodegenerative diseases. This acquisition in neurology, one of Sanofi’s four strategic disease areas, enhances Sanofi’s early-stage pipeline and includes VG-3927, which will be evaluated in a phase 2 clinical study in Alzheimer’s disease. VG-3927 is an oral small molecule TREM2 agonist. Activating TREM2 is expected to enhance the neuroprotective function of microglia in Alzheimer’s disease. Houman Ashrafian, MD, PhD Head of Research and Development, Sanofi “This acquisition is fully supporting Sanofi’s strategic focus on neurology and on advancing science and leveraging our expertise in immunology to solve areas of critical unmet need. TREM2 represents a compelling target at the intersection of immune dysregulation and neurodegeneration, particularly in people living with Alzheimer’s because they face devastating cognitive decline with limited treatment options. Vigil’s expertise is complementary to our capabilities in neurology and reinforces our dedication to developing innovative medicines to improve people’s lives. Vigil’s team are a welcome addition, and we look forward to working with them and the patient community.” Ivana Magovčević-Liebisch, PhD, JD President & Chief Executive Officer, Vigil “We are incredibly proud of the extraordinary and diverse team at Vigil and the progress we have made in developing innovative TREM2-based therapeutics. We look forward to joining forces with Sanofi’s team to leverage Sanofi’s resources, broad platform and far-reaching network to fully unlock and accelerate the development of VG-3927 for the potential treatment of Alzheimer’s disease – a devastating disease with significant unmet need.” In neurodegenerative diseases such as Alzheimer’s disease, microglial activation is dysregulated, leading to debris accumulation, chronic inflammation and neurodegeneration in the central nervous system. Activation of TREM2 has shown to promote the migration of microglial cells to sites of injury, enhance their capability for phagocytosis, proliferation, and survival. Consequently, this facilitates the prevention of neural degeneration that is frequently associated with adult-onset neurodegenerative diseases. Currently approved therapies for Alzheimer’s disease do not stop or reverse the disease progression and there are stringent eligibility requirements for treatment. There is a critical need to develop more efficacious, safer, and convenient options for people living with Alzheimer’s disease. In June 2024, Sanofi made a $40 million strategic investment in Vigil that included the exclusive right of first negotiation for an exclusive license, grant, or transfer of rights to research, develop, manufacture, and commercialize VG-3927. This acquisition is a testament to Sanofi’s proactive approach in equity investments to secure greater optionality in addressing critical healthcare challenges. By strategically investing in promising ventures like Vigil, Sanofi demonstrates how its forward-looking strategies are translating into tangible advancements in the neurology pipeline and reinforcing a commitment to innovation. VGL101, Vigil’s second molecule program, is not being acquired by Sanofi. Financial considerations Under the terms of the merger agreement, Sanofi and Vigil have agreed to the following: To demonstrate their commitment to the transaction, Bruce Booth, Atlas Ventures, and CEO Ivana Magovčević-Liebisch have signed voting and support agreements in favor of the deal. The shares subject to these agreements represent a total of approximately 16.2% of Vigil’s total common shares outstanding. The closing of the acquisition is subject to other conditions customary for such a transaction, including the approval of holders of a majority of the outstanding shares of Vigil common stock, the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, and other customary conditions. The companies expect the transaction to close in Q3 2025. The acquisition will not have an impact on Sanofi’s financial guidance for 2025. About Sanofi We are an innovative global healthcare company, driven by one purpose: we chase the miracles of science to improve people’s lives. Our team, across the world, is dedicated to transforming the practice of medicine by working to turn the impossible into the possible. We provide potentially life-changing treatment options and life-saving vaccine protection to millions of people globally, while putting sustainability and social responsibility at the center of our ambitions. Sanofi is listed on EURONEXT: SAN and NASDAQ: SNY SOURCE: Sanofi

Sanofi is set to acquire Vigil Neuroscience, betting on early but promising data from the biotech's Alzheimer's drug candidate VG-3927. The oral treatment showed encouraging results in a Phase I trial earlier this year, and now Sanofi is moving to bring the candidate fully in-house as it expands its pipeline of neurological therapies.Vigil shareholders will receive $8 per share in cash at closing, plus a non-tradeable contingent value right worth an additional $2 per share tied to the first commercial sale of VG-3927.The oral small molecule TREM2 agonist is designed to supercharge the neuroprotective capabilities of microglia cells. "Activation of TREM2 has shown to promote the migration of microglial cells to sites of injury, enhance their capability for phagocytosis, proliferation, and survival," the companies said. VG-3927 is slated to enter Phase II testing this year."TREM2 represents a compelling target at the intersection of immune dysregulation and neurodegeneration, particularly in people living with Alzheimer's because they face devastating cognitive decline with limited treatment options," said Sanofi's R&D head Houman Ashrafian in a company release Wednesday evening.Sanofi had invested $40 million in Vigil last June, securing exclusive negotiation rights for the TREM2 programme.In early-stage testing, VG-3927 showed encouraging signs. It lowered levels of the sTREM2 biomarker in spinal fluid by up to 50%. It also showed consistent pharmacokinetic and sTREM2 reductions across Alzheimer's patients, elderly participants and healthy volunteers alike, regardless of genetic variants including TREM2 and ApoE.Vigil noted that the Sanofi deal excludes its monoclonal antibody programme VGL101, also known as iluzanebart, which will return to original licensor Amgen.