Common use of Purpose of the Offer Clause in Contracts

Purpose of the Offer. The purpose of the Offer is to enable the Purchaser to acquire control of, and the entire equity interest in, ImClone. The Offer is being made pursuant to the Merger Agreement and is intended to increase the likelihood that the Merger will be effected and reduce the time required for shareholders to receive the transaction consideration and to complete the acquisition of ImClone. The purpose of the Merger is to acquire all issued and outstanding Shares not purchased in the Offer. The transaction structure includes the Merger to ensure the acquisition of all issued and outstanding Shares. If the Merger is completed, Lilly will own 100% of the equity interests in ImClone, and will be entitled to all of the benefits resulting from that interest. These benefits include complete control of ImClone and entitlement to any increase in its value. Similarly, Lilly would also bear the risk of any losses incurred in the operation of ImClone and any decrease in the value of ImClone. ImClone shareholders who sell their Shares in the Offer will cease to have any equity interest in ImClone and to participate in any future growth in ImClone. If the Merger is completed, the current shareholders of ImClone will no longer have an equity interest in ImClone and instead will have only the right to receive cash consideration according to the Merger Agreement or, to the extent shareholders are entitled to and properly exercise appraisal rights under the DGCL, the amounts to which such shareholders are entitled under the DGCL. See Section 13 — “The Merger Agreement; Other Agreements.” Similarly, the current shareholders of ImClone will not bear the risk of any decrease in the value of ImClone after selling their Shares in the Offer or the Merger.

Purpose of the Offer. The purpose of the Offer offer is to enable the Purchaser to acquire control of, and the entire equity interest in, ImCloneMonogram. The Offer offer is being made pursuant according to the Merger Agreement merger agreement and is intended to increase the likelihood that the Merger merger will be effected and reduce the time required for shareholders stockholders to receive the transaction consideration and to complete the acquisition of ImCloneMonogram. The purpose of the Merger merger is to acquire all issued and outstanding Shares not purchased in the Offeroffer. The transaction structure includes the Merger merger to ensure the acquisition of all issued and outstanding Shares. If the Merger merger is completed, Lilly LabCorp will own 100% of the equity interests in ImClone, Monogram and will be entitled to all of the benefits resulting from that interest. These benefits include complete control of ImClone Monogram and entitlement to any increase in its value. Similarly, Lilly LabCorp would also bear the risk of any losses incurred in the operation of ImClone Monogram and any decrease in the value of ImCloneMonogram. ImClone shareholders Monogram stockholders who sell their Shares in the Offer offer will cease to have any equity interest in ImClone Monogram and to participate in any future growth in ImCloneMonogram. If the Merger merger is completed, the current shareholders stockholders of ImClone Monogram at the time of the merger will no longer have an equity interest in ImClone Monogram and instead will have only the right to receive cash consideration according to the Merger Agreement merger agreement or, to the extent shareholders stockholders are entitled to and properly exercise appraisal rights under the DGCL, the amounts to which such shareholders stockholders are entitled under the DGCL. See Section 13 — “The 13—“The Merger Agreement; Other Agreements.” Similarly, the current shareholders stockholders of ImClone Monogram will not bear the risk of any decrease in the value of ImClone Monogram after selling their Shares in the Offer offer or the Mergermerger.

Purpose of the Offer. The purpose of the Offer is to enable the Purchaser Parent, through Purchaser, to acquire control of, and the entire equity interest in, ImClonethe Company. The Offer is being made pursuant to the Merger Agreement and is intended to increase the likelihood that the Merger will be effected and reduce the time required for shareholders stockholders to receive the transaction consideration and to complete the acquisition of ImClonethe Company. The purpose of the Merger is to acquire all issued and outstanding Shares not purchased in the Offer. The transaction structure includes the Merger to ensure the acquisition of all issued and outstanding Shares. If the Merger is completed, Lilly Parent will own 100% of the equity interests in ImClone, the Company and will be entitled to all of the benefits resulting from that interest. These benefits include complete control of ImClone the Company and entitlement to any increase in its value. Similarly, Lilly Xxxxxx would also bear the risk of any losses incurred in the operation of ImClone the Company and any decrease in the value of ImClonethe Company. ImClone shareholders The Company's stockholders who sell tender their Shares in the Offer will cease to have any equity interest in ImClone the Company and to participate in any future growth in ImClonethe Company. If the Merger is completed, the current shareholders stockholders of ImClone the Company will no longer have an equity interest in ImClone the Company and instead will have only the right to receive cash consideration according to the Merger Agreement or, to the extent shareholders stockholders are entitled to and properly exercise appraisal rights under the DGCL, the amounts to which such shareholders stockholders are entitled under the DGCL. See Section 13 — “The 13—"The Merger Agreement; Other Agreements.” " Similarly, the current shareholders stockholders of ImClone the Company will not bear the risk of any decrease in the value of ImClone the Company after selling their Shares in the Offer or the Merger.

Purpose of the Offer. The purpose of the Offer is to enable the Purchaser to acquire control of, and the entire equity interest in, ImCloneAdeza. The Offer is being made pursuant according to the Merger Agreement and is intended to increase the likelihood that the Merger will be effected and reduce the time required for shareholders stockholders to receive the transaction consideration and to complete the acquisition of ImCloneAdeza. The purpose of the Merger is to acquire all issued and outstanding Shares not purchased in the Offer. The transaction structure includes the Merger to ensure the acquisition of all issued and outstanding Shares. If the Merger is completed, Lilly Cytyc will own 100% of the equity interests in ImCloneAdeza, and will be entitled to all of the benefits resulting from that interest. These benefits include complete control of ImClone Adeza and entitlement to any increase in its value. Similarly, Lilly Cytyc would also bear the risk of any losses incurred in the operation of ImClone Adeza and any decrease in the value of ImCloneAdeza. ImClone shareholders Adeza stockholders who sell their Shares in the Offer will cease to have any equity interest in ImClone Adeza and to participate in any future growth in ImCloneAdeza. If the Merger is completed, the current shareholders stockholders of ImClone Adeza will no longer have an equity interest in ImClone Adeza and instead will have only the right to receive cash consideration according to the Merger Agreement or, to the extent shareholders stockholders are entitled to and properly exercise appraisal rights under the DGCL, the amounts to which such shareholders stockholders are entitled under the DGCL. See Section 13 — “The 13—“The Merger Agreement; Other Agreements.” Similarly, the current shareholders stockholders of ImClone Adeza will not bear the risk of any decrease in the value of ImClone Adeza after selling their Shares in the Offer or the Merger.