Aaron Ondrey - 23 Jan 2024 Form 4 Insider Report for Mirati Therapeutics, Inc.

Footnote F1

This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of October 8, 2023, among the Issuer, Bristol-Myers Squibb Company ("BMS"), and Vineyard Merger Sub Inc., a wholly owned subsidiary of BMS ("Merger Sub"), pursuant to which Merger Sub merged with and into the Issuer (the "Merger"), effective as of January 23, 2024 (such date and time of such Merger, the "Effective Time"), with the Issuer surviving the Merger as a wholly owned subsidiary of BMS.

Footnote F2

At the Effective Time, each issued and outstanding share of common stock of the Issuer ("Company Common Stock") reported in this Form 4 was converted into the right to receive (A) $58.00 per share in cash (the "Closing Consideration") and (B) one contingent value right (a "CVR"), which represents the right to receive the Milestone Payment (as such term is defined in the CVR Agreement, which is itself defined in the Merger Agreement) (the consideration contemplated by (A) and (B), together, the "Merger Consideration"), without interest and subject to any withholding taxes.

Footnote F3

Pursuant to the Merger Agreement, at the Effective Time, each of these restricted stock units ("RSUs") that was outstanding as of immediately prior to the Effective Time was cancelled and the Reporting Person was entitled to receive the Merger Consideration in respect of each such RSU.

Footnote F4

Pursuant to the Merger Agreement and the Company Equity Plans (as such term is defined in the Merger Agreement), at the Effective Time, each of these RSUs that was outstanding as of immediately prior to the Effective Time was cancelled and converted into the right to receive a cash award of BMS in an amount equal to the product of the number of restricted stock units subject to such RSU immediately prior to the Effective Time and the last trading price of a share of Company Common Stock before the Effective Time (the "Converted Cash Award"). Following the Effective Time, the Converted Cash Award will be subject to the same terms and conditions applicable to such Issuer RSUs, including with respect to vesting.

Footnote F5

Pursuant to the Merger Agreement, at the Effective Time, each compensatory option to purchase shares of Company Common Stock (each, a "Company Option") that was outstanding and unexercised as of immediately prior to the Effective Time, whether or not vested, with a per share exercise price ("Per Share Exercise Price") that was less than the Closing Consideration, was cancelled and converted into the right to receive the sum of (A) a cash payment, without interest, equal to (x) the excess of (1) the Closing Consideration over (2) the Per Share Exercise Price, multiplied by (y) the total number of shares of Company Common Stock subject to such Company Option immediately prior to the Effective Time (without regard to vesting) and (B) one CVR for each share of Company Common Stock subject to such Company Option immediately prior to the Effective Time (without regard to vesting).

Footnote F6

Pursuant to the Merger Agreement, at the Effective Time, each Company Option that was outstanding and unexercised as of immediately prior to the Effective Time, whether or not vested, with a Per Share Exercise Price that was equal to or greater than the Closing Consideration, but was less than the sum of the Closing Consideration and the maximum amount payable in respect of one CVR (the "Maximum Total Consideration"), was cancelled and converted into the right to receive a cash payment equal to (A) the excess of (x) the sum of (i) the Closing Consideration plus (ii) the actual Milestone Payment, if any, made in respect of one CVR over (y) the Per Share Exercise Price, multiplied by (B) the total number of shares of Company Common Stock subject to such Company Option immediately prior to the Effective Time (without regard to vesting).

Footnote F7

Such payment will be made if, and only if, a Milestone Payment is made in respect of a CVR and will be made at the same time the Milestone Payment is made to holders of CVRs. If the CVR is terminated or expires without payment, no payment will be made with respect to any such Company Option.