As many if not all of you may have noticed, today we announced that we have entered into an acquisition agreement with Merck

Today’s news is an outstanding reason to celebrate

This engagement with a preeminent, global pharma company is a great success for the team and a testament to everyone’s exceptional work and the drug programs you’ve helped to create

Pandion is an attractive company for all the reasons you know, namely our...

People

Culture

Quality of our work

Science

Innovation

Great clinical data

Merck has the expertise and resources available to fully realize the value of our programs

Global clinical development

Infrastructure to support large indications

Salesforce around the world

Financial resources

Building out protein development capabilities

In summary, Merck can develop our programs all the way to patients across many indications, and the Board believed this would maximize the potential for our programs and the TALON platform

Specifically, PT101 is poised to enter patient clinical trials and there are many autoimmune diseases outside of UC and SLE for which Merck can rapidly expand the clinical development of PT101

Many of the details of the transaction are still being worked out with Merck, but we are committed to being open and transparent throughout the process

This includes topics like what happens to Pandion and our team

We have been assured that Merck will use its resources available to make any transition go as smoothly as it can

Your managers will be scheduling small group meetings and 1x1s

Questions should go to Tony or other members of the senior management team

We will be partnering with Merck in the next couple of weeks to get to know them as a company

We acknowledge there are lots of unanswered questions for all of us, but we want to be as transparent as possible and will communicate with you frequently

For now, it is business as usual and we should continue to drive our programs forward without hesitation or delay

For the next several days, we are in a very restricted period in terms of our communications

You should not have any written conversations about this transaction unless directed by a member of senior management

Includes: emails, social media, chats on Teams

If any questions come to you from external parties regarding the transaction, do not respond and please forward them to Vikas or Michelle

Thank you for everything you have done to bring Pandion to this place. It is a testament to everyone’s exceptional work and the drug programs you’ve helped to create for patients.

REVIEW FAQ [filed as Ex. 99.10]