Ambit Biosciences Cvr Agreement

The tender offer follows the announcement of the merger agreement between Ambit Biosciences, Daiichi Sankyo and Charge Acquisition Corp. on September 28, 2014 in the United States. The Board of Directors of Ambit Biosciences has approved the merger agreement and recommended that Ambit Biosciences shareholders tender their shares pursuant to the tender offer. Completion of the tender offer is subject to the acquisition of one share representing more than 50% of the outstanding common shares of Ambit Biosciences (including shares that may be issued under options and warrants for which Ambit Biosciences has received exercise notices), the expiration of the bidding period under U.S. antitrust law and other customary closing conditions. 1.2. Design rules. Unless expressly stated otherwise, (a) references to an article refer to an article of this Agreement, unless otherwise specified, (b) the word “including” (in its various forms) means “including, but not limited to”, (c) references to a particular law or regulation include all rules and regulations derived therefrom and all articles of association, Subsequent rules or regulations, in any case, as amended or otherwise amended from time to time, (d) words in the singular or plural include the plural or singular form, (e) references to a particular person include that person`s successors and assigns, unless prohibited by this Agreement, and (f) all references to dollars or “$” refer to U.S. dollars. (c) Any person who wishes to obtain information from the parent company as part of a review under this Section 4.5 shall enter into an appropriate and mutually satisfactory confidentiality agreement with the parent company or a controlled affiliate and arrange for them to keep confidential all such information disclosed to that party in accordance with this confidentiality agreement. (d) The parent company may not enter into any licensing or distribution agreement with any third party (other than the parent company or its affiliates) with respect to any Product and will encourage its affiliates not to enter into a license or distribution agreement unless such agreement contains provisions that provide such access to the records of the other party to this license for an appointed independent accountant. in accordance with this section 4.5.

or a distribution agreement to fulfill their obligations under this Section 4.5; provided that (i) the parent company and its affiliates are not required to amend any of its existing licenses, and (ii) the parent company and its affiliates may redact documents and information that are not relevant to such an assessment under this Section 4.5. The parties agree that if the parent company or its affiliates exercised audit rights under a license or distribution agreement before the owner-managers requested an audit in accordance with this section 4.5 and such license or distribution agreement, the parent company and its affiliates may not require further consideration of the results of such licensee`s due diligence or distributor. used by the parent undertaking for the purposes of the audit requested by the incumbents in accordance with this Section. 4.5 and that parent company is no longer obliged to grant an independent accountant access to that licensee until the parent company can re-examine its audit rights under the license agreement with that licensee. 6.6. Consideration and Signature. This Agreement may be signed in two or more counterparties (including by fax or electronic scan delivered by e-mail), each of which shall be deemed to be the original, but each of which shall be deemed to be the same agreement together and effective if the consideration has been signed by either party and delivered to the other party. it goes without saying that the parties do not have to sign the same consideration. San Diego – October 2, 2014 – Cooley advises Ambit Biosciences on its acquisition agreement by Daiichi Sankyo Company, Ltd. for approximately $315 million on a fully diluted basis. In addition to the initial payment, each Ambit Biosciences shareholder will receive a Conditional Value Right (CVR) that entitles them to an additional cash payment of up to $4.50 for each share they own if certain commercialization milestones are met. The entire transaction is valued at a maximum of $410 million on a fully diluted basis.

6.8. Entire Agreement. This Agreement contains the entire agreement of the parties with respect to the transactions and matters contemplated herein and pursuant to them, superseding all prior written or oral agreements between the parties with respect to this and that. If and to the extent any provision of this Agreement is inconsistent with or contrary to the Merger Agreement, that Agreement shall prevail and prevail. This press release is provided for informational purposes only and does not constitute an offer to buy or a solicitation of an offer to sell any common shares of Ambit Biosciences Corporation or any other security. Daiichi Sankyo Company, Limited and its wholly-owned subsidiary Charge Acquisition Corp. have made a tender offer for all outstanding common shares of Ambit Biosciences Corporation and filed a tender offer in Appendix TO with the SEC (including a tender offer, letter of transmittal and related documents), which will be amended from time to time. Ambit Biosciences Corporation has filed a solicitation/recommendation statement with the SEC regarding Schedule 14D-9, which will be amended as necessary. These documents contain important information, including the terms of the tender offer, and shareholders of Ambit Biosciences Corporation are advised to read these documents carefully before making a decision regarding the tender offer. Investors and security holders may obtain a free copy of these and other documents filed with the SEC from the SEC`s website maintained by the SEC at In addition, the solicitation/recommendation statement and related documents may be requested free of charge by contacting Ambit Biosciences Corporation`s Investor Relations Department in The tender offer and related documents may be requested free of charge by contacting Daiichi Sankyo`s Investor Relations department in or by directing such requests to the Tender Offer Information Officer, Mackenzie Partners, Inc., at (800) 322-2885 (no shareholder charge) or (212) 929-5500 (collect for bank and broker).

The companies have entered into a definitive merger agreement subject to the offer of more than 50% of all shares of Ambit Biosciences, approval of the Hart-Scott-Rodino Antitrust Improvements Act and customary closing conditions. (a) the human rights officer may invoke and is protected and compensated by the parents if he acts or does not act on the basis of a decision, certificate, declaration, deed, deed, act, report, communication, application, instruction, consent, order, order or other documents or documents deemed authentic by him or her or signed or submitted by the correct party or parties; “Marketing Authorization” means any approval required by the FDA for the marketing and sale of a Product in the United States of America following the submission of a New Drug Application for the Product to the FDA. . 1.1. Definitions. Capitalized terms used herein but not otherwise defined have the meanings ascribed to them in the Merger Agreement. As used in this Agreement, the following terms shall have the following meanings: (ii) add to the Parent`s obligations any other agreement, restriction, condition or provision that the Parent and the Rights Agent consider to protect the Owners; provided that such provisions do not prejudice the interests of the rightholders in each individual case; “Party” means the parent company, corporation, company or rights agent. 4.4 Books and Records. Parent shall and shall arrange for its affiliates to maintain true, complete and accurate records in sufficient detail to enable the Owners and their professional advisors or advisers to confirm the applicable payment amount payable herein in accordance with the terms set forth in this Agreement. 6.5. Severability.

If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, the remaining provisions of this Agreement shall remain in full force and effect. Any provision of this Agreement that is held to be invalid or unenforceable only in part or to some extent will remain in full force and effect, unless it is held to be invalid or unenforceable. .

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