Ambit Biosciences Cvr Agreement

6.8. Full agreement. The agreement contains all the parties` understanding of the transactions and the issues provided for in them and thus replaces all prior written or oral agreements between the parties with respect to and in this regard. If and to the extent that a provision of this agreement is inconsistent or is in conflict with the merger agreement, that agreement will govern and control. San Diego-based Ambit Biosciences Corp. and Japan-based Daiichi Sankyo Company Ltd. jointly announced a merger agreement under which Daiichi Sankyo will purchase all unpaid common shares of Ambit Biosciences for approximately $315 million on a fully diluted basis, or $15 per share. (d) the parent company can and does ensure that its related companies do not enter into a licensing or distribution agreement with third parties (other than parent or related companies) regarding a product, unless this agreement contains provisions allowing an independent accountant appointed pursuant to this section 4.5 to have access to the other party`s registrations to such a licensing or distribution agreement, which is reasonably necessary to perform his duties in accordance with this section 4.5; provided that parents and their associated businesses are not required to change any of their existing licences and (ii) parents and their related businesses may provide documents and information that are not relevant to such an assessment in accordance with this section 4.5. The parties agree that if the mother or her associated companies exercised audit rights under a licence or distribution agreement before the Holders acting companies requested a review in accordance with this section 4.5 and in the context of such a licensing or distribution agreement: Parent and its related companies cannot require further review, the results of the screening of this taker or distributor by the parent company are used for the purposes of the examination requested by the licensees acting in accordance with this section 4.5 and parent has no additional obligation to grant access to an independent accountant with respect to that taker until Parent can re-exercise its audit rights under the licensing agreement with that taker. 6.6.

Const parties and signature. This agreement may be executed in two or more counterparties (including fax or e-mail), each considered original, but all considered to be the same agreement and taking effect when the counterparties have been signed by each of the parties and delivered to the other party, with the understanding that the parties will not be required to sign the same consideration. TOKYO and SAN DIEGO, September 29, 2014 /PRNewswire/ — Daiichi Sankyo Company, Ltd. (hereafter Daiichi Sankyo) (TSE: 4568) and Ambit Biosciences (NASDAQ: AMBI) jointly announced today that they have entered into a definitive merger agreement under which Daiichi Sankyo acquires the total outstanding common shares of Ambit Biosciences for $15 per share in cash through a takeover bid followed by a merger with a subsidiary of Daiich Sankiyo, or approximately $315 million on a fully diluted basis. In addition to the down payment, each Ambit Biosciences shareholder will receive a Contingent Value Right (CVR) that will give the holder the right to obtain an additional cash payment of $4.50 for each share they own when certain marketing stones are reached. The total transaction is valued at $410 million on a fully diluted basis. 1.2. Building rules. Unless expressly specified, (a) refers to one section of this Agreement, except in the case of another agreement, b) the word “including” (in its various forms) means “including: c) references to a particular statute or regulation contain all the rules and regulations and any statute that will follow it, d) the singular or plural terms containing the plural or singular form; (e) references to a particular person, successors of that person and points of surrender to the extent not prohibited by that agreement, and (f) all references to the dollar or “dollar” refer to the U.S. dollar.


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