Enliven Therapeutics, Inc. and Imara Inc. Announce Definitive Merger Agreement Transcript of Conference Call Held on

Enliven Therapeutics, Inc. and Imara Inc. Announce Definitive Merger Agreement

Transcript of Conference Call Held on October 13, 2022 at 5:00 P.M. Eastern Time

Good day and welcome to the Enliven

Therapeutics/Imara merger announcement conference call. Please note that today s conference is being recorded for archive purposes. At this time, I d like to turn the conference over to Mike Gray, Chief Financial Officer and Chief

Operating Officer of Imara. Please go ahead.

Mike Gray, Imara CFO/COO

Thank you and good afternoon. Joining me on today s call are Rahul Ballal, Imara s President and Chief Executive Officer, and Sam Kintz, Co-Founder, President and Chief Executive Officer of Enliven. As you likely saw, Enliven and Imara issued a joint press release today announcing the signing of a definitive merger agreement.

Before I turn the call over to Rahul and Sam, I would like to remind everyone that this discussion and the accompanying presentation will contain

forward-looking statements based upon the current expectations of Imara and Enliven Therapeutics, which include, but are not limited to, statements regarding the expected timing, completion, effects and potential benefits of the transaction and our

future expectations, plans and prospects for the combined company. Such statements represent management s judgment and intention as of today and involve assumptions, risks and uncertainties. Imara and Enliven undertake no obligation to update

or revise any forward-looking statements except as required by law. This slide titled Disclaimer provides an overview of these forward-looking statements and the risks and uncertainties that could cause actual outcomes and results to

differ materially from those contemplated in these forward-looking statements. Please refer to this slide for more details on these forward-looking statements and other important information.

Further, Imara intends to file a registration statement and accompanying proxy statement and prospectus with the SEC relating to the proposed reverse merger.

Please be advised to read, when available, the proxy statement and prospectus and other relevant documents filed with the SEC as these will contain important information about Imara, Enliven and the transaction. Once available, these documents can

be obtained free of charge from the SEC at sec.gov or on Imara s website.

I ll now turn the call over to Imara s President and Chief

Executive Officer, Rahul Ballal. Rahul?

Rahul Ballal, Imara CEO

Thanks Mike. We are excited to announce today s entry into a definitive merger agreement that will bring together Imara and Enliven Therapeutics to form a

clinical stage precision oncology company focused on the discovery and development of next-generation small molecule kinase inhibitors.

extensive and thoughtful review of several strategic alternatives, it was clear this merger was a compelling option for our stockholders. This merger is a transformative event for both companies, which we believe provides an exciting opportunity for

stockholders to participate in a well differentiated and clinical stage opportunity in Enliven. We also believe in the ability of Enliven s management team to lead the combined company and now look forward to continue work towards our

collective progress in the clinic.

Moving now to Slide number 3, the completion of this merger will provide Imara stockholders with an

opportunity to participate in the Enliven growth story, at a pivotal time for Enliven. Enliven has a diversified portfolio with two parallel lead programs in development: ELVN-001 is a highly selective kinase

inhibitor for the treatment of chronic myeloid leukemia, or CML, and ELVN-002 is a potent, selective and irreversible HER2 inhibitor. In addition, there are several research-stage opportunities in its

pipeline. These programs offer multiple near-term clinical milestones, including early Phase 1 data for ELVN-001 expected by the end of 2023 and IND filing for ELVN-002

this quarter. When the transaction closes, the combined company is expected to have a strong balance sheet with approximately $300 million in cash and cash equivalents that provides runway into early 2026 based on Enliven s current

Moving to Slide 4, let me provide some detail on the transaction. Under the terms of the agreement, Imara will issue shares of its common

stock to Enliven stockholders. Enliven stockholders are expected to own approximately 84% of the combined company, inclusive of the approximately $165 million in private financing that Enliven expects to raise in conjunction with this

transaction. Imara stockholders are expected to own approximately 16% of the combined company. Importantly, Enliven s planned concurrent private financing of approximately $165 million will be co-led

by new investors Fairmount and Venrock, with participation from additional investors, which include Fidelity, RA Capital, Frazier and Commodore. All of Enliven s existing investors will also participate in the financing. The financing was

oversubscribed and new investor allocations account for over 60% of the total size of the financing. We are very excited about the syndicate of new, high quality healthcare investors that are supporting Enliven in this transaction. We believe this

interest and commitment demonstrates the robustness of the Enliven story. The financing is expected to close immediately prior to the completion of the merger.

As part of the transaction, pre-merger Imara stockholders will be issued contingent value rights representing the

right to receive certain payments from proceeds received by the combined company, if any, related to the previously announced pending sale of tovinontrine (IMR-687) or related to any potential sale or license

of IMR-261. We expect the merger transaction to close in the first quarter of 2023, subject to approval of the stockholders of both companies and other customary closing conditions. The merged company will be

managed by the existing Enliven Therapeutics team and board of directors, and I am delighted to share that I plan to serve on the board of the combined company.

Now I d like to share some points about Enliven that excited us about the company and compelled us to make this decision, summarized on Slide 5.

Enliven is dedicated to developing innovative therapies that overcome the limitations of standard of care and help patients not only live longer, but live

better. Their discovery process is rooted in validated biology and differentiated chemistry, disciplined clinical trial design, and a focus on discovering and developing potentially

first-in-class or best-in-class precision oncology therapies. Their parallel lead

programs, ELVN-001 and ELVN-002, have demonstrated strong preclinical evidence showing an improved therapeutic index. Enliven is at a pivotal time in its clinical

development with ELVN-001 recently entering the clinic and the expected IND filing of ELVN-002 by the end of the year. We believe these programs have the potential to

generate multiple near-term value inflection points and target large and attractive markets. Enliven also has an experienced team with a track record of inventing and developing multiple FDA-approved cancer

It is now my pleasure to turn the call over to Sam Kintz, Co-Founder, President, and Chief Executive

Officer of Enliven Therapeutics to give you more detail about the company. We have gotten to know Sam and his team throughout this merger process and view them as an experienced and competent group of drug developers that are well-positioned to

progress this exciting portfolio. Turning it over to you, Sam.

Sam Kintz, Enliven CEO

Thank you, Rahul, for the kind introduction, and good afternoon everyone. My hope for this call is to provide you with an overview of the combined company,

which will be called Enliven Therapeutics after the transaction closes.

First, I d like to take the opportunity to tell you more about our team,

displayed on Slide 6. I co-founded Enliven with Joe Lyssikatos and Anish Patel. Joe, our Chief Scientific Officer, is a renowned medicinal chemist, who helped build and scale Array BioPharma s internal

programs and medicinal chemistry efforts. I ve had the pleasure of working with Joe on and off for the past 15 years. Joe is a co-inventor or co-author on over 220

issued patents and peer-reviewed publications, and has been a key scientific contributor to over 30 small molecule programs. Anish, our Chief Operating Officer, brings development, medical affairs, and commercial experience. In 2021, we expanded our

management team to include Dr. Helen Collins and Ben Hohl. Helen, our Chief Medical Officer, recently served as Chief Medical Officer at Five Prime Therapeutics until its acquisition by Amgen, where she led the development of bemarituzumab, a

potential first-in-class investigational targeted antibody for a subset of gastric cancer, which has been granted Breakthrough Therapy Designation by the FDA.

Helen s core leadership team from Five Prime have also joined Enliven to help build out our clinical development organization. And Ben, our Chief Financial Officer, brings a depth of business, financial and investment experience to round out

our leadership team. We also benefit from a distinguished board of directors and scientific advisors, whose experience and insights have been and will be invaluable to Enliven as we continue to advance our pipeline. And we re very pleased that

Rahul will continue to serve on the board. I will also note that we have been supported by industry leading healthcare investors, who continue to support the company, as demonstrated by our insider participation in the concurrent private financing

that Rahul mentioned. We are also very excited to welcome Fairmount, Venrock, Fidelity, RA Capital, Frazier and Commodore to the Enliven family as new investors.

As we move to Slide 7, you will see that our R&D team has a strong track record of success. In particular, our chemists have been the inventor or co-inventor of four FDA-approved drugs and over 20 product candidates that have advanced into clinical trials. Our research team is now complemented by the amazing clinical

development team that Helen has built, and our team is eager to repeat its success with our parallel lead product candidates, as well as future pipeline programs.

As we take a look at the next slide, Slide 8, we have two parallel lead product candidates and we expect to have two clinical stage programs by the end of the

year. ELVN-001 is our highly selective, active site BCR-ABL kinase inhibitor with activity against key resistance mutations for the treatment of CML. We recently

initiated our Phase 1 study, and depending on enrollment, expect to provide early clinical data by the end of 2023. ELVN-002 is a potent, selective and irreversible HER2 and

pan-HER2 mutant kinase inhibitor for the treatment of HER2 mutant lung cancer and other HER2-driven tumor types. We are expecting to file an IND for 002 with the FDA this quarter.

Additionally, we believe our ongoing discovery efforts will continue to fuel our pipeline, with an emphasis on more novel approaches and targets. In the first

half of 2023, we expect to nominate a product candidate for our third program.

On Slide 9 we will dive in to our first program, ELVN-001. Although the approval of BCR-ABL TKIs has improved the life expectancy of patients with CML significantly, tolerability, safety, resistance and patient convenience

concerns have become more prominent as patients can now expect to live on therapy for up to decades. In fact, since the approval of Gleevec over 20 years ago, median overall survival for newly diagnosed patients with CML in the US has not been

reached. CML is now a chronic condition, and issues associated with the available treatment options drive approximately 20% of patients to switch

therapy within the first year and approximately 40% to switch within the first 5 years, and this is true for both the front-line and second-line settings. The result is a growing patient

population that has tried at least two prior TKIs and have limited and sub-optimal treatment options remaining. Looking at the right-hand side of the page, you can see that most treatment switches are driven

by intolerance or lack of initial molecular response (about 60% of cases combined), which we believe is a strong indication that better treatment options are needed. The switching dynamics are perhaps not surprising given that most of the approved

TKIs have poor kinase selectivity, causing tolerability issues that can impact efficacy. And all of the approved TKIs have restrictions with concomitant medications, which can impede long-term patient adherence. Finally, fewer than 10% of CML

patients achieve sustained treatment-free remission, an important goal in CML therapy today.

Now let s turn to the CML market dynamics on Slide 10.

As we just covered, the CML population is growing thanks to improved survival, which has created a new unmet need as patients seek better options to achieve long-term treatment goals. Despite the issues we discussed on the previous slide, the

approved TKIs generate annual sales of over $6 billion, with each drug earning approximately $500 million in sales and multiple with over $2 billion in sales. And this is in a market where generic imatinib has been available since 2016.

Our vision is to develop a drug with a better tolerability and efficacy profile that will allow for deeper molecular responses and a higher chance of long-term treatment success. We believe that as the CML market continues to develop, delineation

between lines of therapy will become much more blurred. The chronic nature of the disease allows doctors and patients to freely switch between options, trying to find the right drug that works best for each specific patient. Additionally, similar to

the HIV market, we believe that tolerability and convenience factors, along with improved efficacy, will drive adoption even in earlier lines of therapy, and even with multiple generic options. Given the long duration of therapy, a relatively small

share of the market by number of treated patients has the potential to result in a meaningful commercial opportunity.

Now will we highlight some of our

preclinical data on Slide 11. As a note, a more fulsome set of market backdrop and preclinical data for both of our programs is provided in backup sections of this presentation, which will be available to you in case you would like to review in more

detail. In those materials, you will see that our preclinical studies showed that 001 does not meaningfully interfere with the activity of off-target kinases that we believe limit the efficacy and tolerability

of approved ATP-competitive TKIs. In the Figure on the left, we show a correlation between target coverage of the approved agents and major molecular response at 12 months in a front line setting. Target

coverage here is based upon phospho-CRKL, which is a robust cellular marker for BCR-ABL inhibition. As a note, the correlation shown here is based on Cmin drug concentrations, because the approved dosing

regimen for the agents shown results in a relatively flat PK profile. The same correlation is observed if you look at total exposures, or AUC, at the approved doses for these agents. In the Figure on the right, we look at the same target coverage

metric, but this time comparing the human data for ponatinib and nilotinib, the drugs with the best front-line efficacy shown on the left, to exposures they achieved at their maximum tolerated dose in

non-human primates. You will see that target coverage is similar between humans and non-human primates, if not actually a little better in humans. Based on the

significant target coverage achieved by 001 at its highest non-adverse event dose in non-human primates, we believe that 001 has the potential for a significantly

greater therapeutic index than the existing ATP-competitive TKIs.

Now turning to our target product profile and

clinical focus for 001 on Slide 12. With 001, we see a very promising opportunity to drive deeper responses, improve tolerability and enhance safety and convenience for patients with CML across lines of therapy. Additionally, given 001 s

mechanism of action, it potentially represents a complementary option to allosteric BCR-ABL inhibitors, such as the recently approved asciminib, which may play an increasingly important role in the treatment

of CML. We are currently enrolling patients in a Phase 1, multicenter, open-label, dose-escalation study of ELVN-001 in adults with CML with and without T315I mutations who are relapsed, refractory or

currently available TKIs. Our primary study objectives include assessing PK, safety and tolerability of escalating doses of 001, with the goal of identifying the recommended dose for expansion.

In a future portion of the Phase 1 trial, multiple cohorts are planned to further evaluate the safety and efficacy of 001. Depending on patient enrollment, we anticipate sharing early Phase 1 data by the end of 2023. After our Phase 1 study, and