Common use of Delivery of Letter of Transmittal and Certificates Clause in Contracts

Delivery of Letter of Transmittal and Certificates. This Letter of Transmittal should be completed and signed by the record holder or holders of the Shares listed in the box marked “Description of Shares Surrendered” beginning on page 2 of this Letter of Transmittal (unless the listed Shares have been transferred or assigned, in which case this Letter of Transmittal should be signed by the transferee or assignee). This Letter of Transmittal, together with any surrendered Certificate(s) listed on this form, should be delivered in the manner provided on page 1 of this Letter of Transmittal. The method of delivery of this Letter of Transmittal, the Shares surrendered hereby and all other required documents is at the option and risk of the surrendering shareholder and the delivery will be deemed made only when actually received by Parent and otherwise in accordance with the terms of this Letter of Transmittal. If delivery is by mail, we recommend that any Certificate(s) and documents be sent by registered mail, properly insured, with return receipt requested. All questions as to the validity of any surrender of Shares or Certificate(s) or mailing or delivery of this Letter of Transmittal will be determined by Parent (which may delegate power to make such determination in whole or in part to its legal counsel)), and such determination will be final and binding. Parent reserves the absolute right to reject any or all Shares or Certificate(s) surrendered hereby or Letters of Transmittal to the extent not in the form required by the Merger Agreement or the instructions hereto or the payment for which is unlawful. Parent also reserves the absolute right to waive any defect or irregularity in the surrender of any Shares or Certificate(s) or Letters of Transmittal. None of the Company, Parent (or any of its affiliates), the Disbursing Agent nor any other person will be under any duty to give notification of any defects or irregularities in any surrender of Shares or Certificate(s) or Letter of Transmittal or will incur any liability for failure to give any such notification to any person (even if such notification is given to other Exhibit G-9 persons). A surrender will not be deemed to have been made until all irregularities have been cured or waived.

Delivery of Letter of Transmittal and Certificates. This Letter of Transmittal should is to be completed and signed by shareholders either if certificates are to be forwarded herewith or, unless an Agent's Message (as defined below) is utilized, if delivery of Shares is to be made pursuant to the record holder or holders procedures for book-entry transfer set forth in Section 2 of the Offer to Purchase. For a shareholder validly to tender Shares listed in pursuant to the box marked “Description of Shares Surrendered” beginning on page 2 of this Offer, either (a) a properly completed and duly executed Letter of Transmittal (unless the listed Shares have been transferred or assigned, in which case this Letter of Transmittal should be signed by the transferee or assigneefacsimile thereof). This Letter of Transmittal, together with any surrendered Certificate(srequired signature guarantees or an Agent's Message (in connection with book-entry transfer) listed on this formand any other required documents, should must be received by the Depositary at one of its addresses set forth herein prior to the Expiration Date and either (i) certificates for tendered Shares must be received by the Depositary at one of such addresses prior to the Expiration Date or (ii) Shares must be delivered pursuant to the procedures for book-entry transfer set forth herein and a Book-Entry Confirmation must be received by the Depositary prior to the Expiration Date or (b) the tendering shareholder must comply with the guaranteed delivery procedures set forth below and in Section 2 of the Offer to Purchase. Shareholders whose certificates for Shares are not immediately available or who cannot deliver their certificates and all other required documents to the Depositary or complete the procedures for book-entry transfer prior to the Expiration Date may tender their Shares by properly completing and duly executing the Notice of Guaranteed Delivery pursuant to the guaranteed delivery procedures set forth in Section 2 of the Offer to Purchase. Pursuant to such procedures, (a) such tender must be made by or through an Eligible Institution, (b) a properly completed and duly executed Notice of Guaranteed Delivery substantially in the manner form provided on page 1 of this by the Purchaser must be received by the Depositary prior to the Expiration Date and (c) the certificates for all physically delivered Shares or a Book-Entry Confirmation with respect to all tendered Shares, as well as a properly completed and duly executed Letter of Transmittal. The method Transmittal (or facsimile thereof) with any required signature guarantees (or, in the case of delivery of book-entry transfer, an Agent's Message) and any other documents required by this Letter of Transmittal, must be received by the Shares surrendered hereby and all other required documents is at Depositary within five trading days on the option and risk New York Stock Exchange after the date of execution of the surrendering shareholder and the delivery will be deemed made only when actually received by Parent and otherwise in accordance with the terms Notice of this Letter of Transmittal. If delivery is by mail, we recommend that any Certificate(s) and documents be sent by registered mail, properly insured, with return receipt requested. All questions as to the validity of any surrender of Shares or Certificate(s) or mailing or delivery of this Letter of Transmittal will be determined by Parent (which may delegate power to make such determination in whole or in part to its legal counsel)), and such determination will be final and binding. Parent reserves the absolute right to reject any or all Shares or Certificate(s) surrendered hereby or Letters of Transmittal to the extent not in the form required by the Merger Agreement or the instructions hereto or the payment for which is unlawful. Parent also reserves the absolute right to waive any defect or irregularity in the surrender of any Shares or Certificate(s) or Letters of Transmittal. None of the Company, Parent (or any of its affiliates), the Disbursing Agent nor any other person will be under any duty to give notification of any defects or irregularities in any surrender of Shares or Certificate(s) or Letter of Transmittal or will incur any liability for failure to give any such notification to any person (even if such notification is given to other Exhibit G-9 persons). A surrender will not be deemed to have been made until all irregularities have been cured or waivedGuaranteed Delivery.

Delivery of Letter of Transmittal and Certificates. This Letter of Transmittal should be Certificate(s) surrendered, as well as a properly completed and signed by the record holder or holders of the Shares listed in the box marked “Description of Shares Surrendered” beginning on page 2 of this Letter of Transmittal (unless the listed Shares have been transferred or assigned, in which case this Letter of Transmittal should be signed by the transferee or assignee). This duly executed Letter of Transmittal, together with any surrendered Certificate(s) listed on signature guarantees, if necessary, and any other documents required by this formLetter of Transmittal, should must be delivered in to the manner provided Exchange Agent at its address set forth on page 1 the cover of this Letter of Transmittal. The method of delivery of this Letter of Transmittal, Please do not send the Shares surrendered hereby and all other required documents is at the option and risk Certificate(s) directly to Valeritas. If any of the surrendering shareholder and the delivery will be deemed made only when actually received by Parent and otherwise in accordance with the terms of this Letter of Transmittal. If delivery is by mail, we recommend that any Certificate(s) of the undersigned have been lost, stolen, mutilated or destroyed, please contact the Company who will send you an Affidavit of Lost Certificate and documents be sent by registered mailany additional documentation that you must complete in order to effectively surrender lost, properly insuredstolen, with return receipt requestedmutilated or destroyed Certificate(s). All questions as to the validity documents, validity, form, eligibility and acceptance for payment of any surrender of Shares or Certificate(s) or mailing or delivery surrendered pursuant to any of the procedures described in this Letter of Transmittal will be determined by Parent Valeritas acting reasonably (which may delegate power to make such determination in whole or in part to its legal counsel)the Exchange Agent), and such determination will be final and binding. Parent reserves the absolute right to reject any Valeritas (which may delegate power in whole or all Shares or Certificate(s) surrendered hereby or Letters of Transmittal in part to the extent not in the form required by the Merger Agreement or the instructions hereto or the payment for which is unlawful. Parent Exchange Agent) also reserves the absolute right to waive any defect or irregularity in the surrender of any Shares Certificate or delivery of any Letter of Transmittal, and its interpretations of other terms and conditions of the Merger Agreement and this Letter of Transmittal (including these instructions) with respect to such irregularities or defects will be final and binding. Delivery of Certificate(s) will be effected, and risk of loss and title to Certificate(s) will pass, only upon proper delivery to the Exchange Agent. No alternative, conditional, irregular or contingent surrender of Certificate(s) or Letters of Transmittal. None of the Company, Parent (or any of its affiliates), the Disbursing Agent nor any other person will be under any duty to give notification of any defects or irregularities in any surrender of Shares or Certificate(s) or this Letter of Transmittal or will incur any liability for failure be accepted. Delivery of documents to give any such notification an address other than the address set forth on the cover of this Letter of Transmittal does not constitute delivery to any person (even if such notification is given to other Exhibit G-9 persons)the Exchange Agent. A The surrender of Certificate(s) will not be deemed to have been made until all irregularities have been cured or waivedonly when this Letter of Transmittal and any other documents are actually received by the Exchange Agent. The method of delivery of Certificate(s) and the other required documents is at the option and risk of the tendering holder. If sent by mail, then registered mail with return receipt requested is recommended.

Delivery of Letter of Transmittal and Certificates. This Letter of Transmittal should be completed and signed by the record holder or holders of the Shares listed in the box marked “Description of Shares Surrendered” beginning on page 2 of this Letter of Transmittal (unless the listed Shares have been transferred or assigned, in which case this Letter of Transmittal should be signed by the transferee or assignee). This Letter of Transmittal, properly completed and duly executed, together with any surrendered the Certificate(s) listed on this form), should be delivered to the Paying Agent at the address set forth in the manner provided on page 1 of this Letter of Transmittal. The method of delivery of this Letter of Transmittal, the Shares surrendered hereby Certificate(s) and all any other required documents is at the option election and risk of the surrendering shareholder and the delivery will be deemed made only when actually received by Parent and otherwise in accordance with the terms of this Letter of Transmittalowner. If delivery is However, if Certificate(s) are sent by mail, we recommend it is recommended that any Certificate(s) and documents they be sent by registered certified mail, properly insured, with return receipt requested. All questions Risk of loss and title of the Certificate(s) shall pass only upon delivery of the Certificate(s) to the Paying Agent. In the event that the Paying Agent determines that any Letter of Transmittal does not appear to have been properly completed or executed, or that a Certificate does not appear to be in proper form for surrender, or any other irregularity in connection with the surrender appears to exist, the Paying Agent shall be entitled to consult with Buyer for further instructions. Stockholders entitled to payment in excess of $500,000 in Merger Consideration may be contacted directly by the Paying Agent and requested to provide any missing or incomplete information. The Paying Agent reserves the right to reject all other such incomplete or irregular presentations directly to the stockholder. If there are any discrepancies between the number of Shares that any Letter of Transmittal, Certificate or other supporting document may indicate are owned by a stockholder and the number of shares of capital stock of the Company that the Closing Date Allocation Schedule provided by the Company to the Paying Agent indicates such stockholder owned of record, the Paying Agent shall consult with Buyer for instructions as to the validity number of shares of capital stock of the Company, if any, it is authorized to accept for payment, and in the absence of such instructions, the Paying Agent is not authorized to make payment and shall, except as thereafter directed in writing by Buyer, continue to hold any surrender of Shares or Certificate(s) or mailing or delivery of Certificates surrendered in connection therewith, this Letter of Transmittal will be determined by Parent (which may delegate power to make such determination in whole or in part to its legal counsel)), and such determination will be final and binding. Parent reserves the absolute right to reject any or all Shares or Certificate(s) surrendered hereby or Letters of Transmittal to the extent not in the form required by the Merger Agreement or the instructions hereto or the payment for which is unlawful. Parent also reserves the absolute right to waive any defect or irregularity in the surrender of any Shares or Certificate(s) or Letters of Transmittal. None of the Company, Parent (or any of its affiliates), the Disbursing Agent nor any other person will be under any duty to give notification of any defects or irregularities in any surrender of Shares or Certificate(s) or Letter of Transmittal or will incur any liability for failure to give any supporting documents received with such notification to any person (even if such notification is given to other Exhibit G-9 persons)Certificates. A surrender will not be deemed to have been made until all irregularities have been cured or waived.