X0306 4 2021-01-22 1 0001714798 Prevail Therapeutics Inc. PRVL 0001055951 ORBIMED ADVISORS LLC 601 LEXINGTON AVENUE 54TH FLOOR NEW YORK NY 10022 1 0 1 0 0001682115 OrbiMed Capital GP VI LLC C/O ORBIMED ADVISORS 601 LEXINGTON AVENUE, 54TH FLOOR NEW YORK NY 10022 1 0 1 0 Common Stock 2021-01-22 4 U 0 13822463 D 0 I See Footnotes Pursuant to the terms of the Merger Agreement, these shares were tendered and disposed of at the Acceptance Time in exchange for the right to receive (i) $22.50 per share of common stock, net to the seller in cash, without interest (the "Closing Amount"), plus (ii) one contingent value right per share (a "CVR"), which shall represent the right to receive certain consideration based on the achievement of net sales milestones. These securities are held of record by OrbiMed Private Investments VI, LP ("OPI VI"). OrbiMed Capital GP VI LLC ("GP VI") is the sole general partner of OPI VI, and OrbiMed Advisors LLC ("Advisors") is the managing member of GP VI. By virtue of such relationships, GP VI and Advisors may be deemed to have voting and investment power with respect to the shares held by OPI VI and as a result may be deemed to have beneficial ownership of such shares. Advisors exercises investment and voting power through a management committee comprised of Carl L. Gordon, Sven H. Borho and Jonathan T. Silverstein. This report is being jointly filed by GP VI and Advisors. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1 (a) under the Securities Exchange At of 1934, as amended (the "Exchange Act"), except to the extent of its pecuniary interest therein, if any. This report shall not be deemed an admission that any of the Reporting Persons are a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose. The Reporting Persons have designated representatives, currently Carl L. Gordon ("Gordon"), a member of Advisors, and Peter Thompson ("Thompson"), to serve on the Issuer's board of directors. This report shall not be deemed an admission that any of the Reporting Persons, Gordon or Thompson is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose. Capitalized terms used herein without definition have the meanings ascribed to them in the Agreement and Plan of Merger, dated as of December 24, 2020, by and among the Issuer, Eli Lilly and Company and Tyto Acquisition Corporation (the "Merger Agreement"). /s/ Brett Kaplan, Attorney-in-Fact 2021-01-26 /s/ Brett Kaplan, Attorney-in-Fact 2021-01-26