Common use of Valid Tender Clause in Contracts

Valid Tender. For Shares to be validly tendered pursuant to the Offer, either (i) a properly completed and duly executed Letter of Transmittal (or facsimile thereof), together with any required signature guarantees, or in the case of a book-entry transfer, an Agent's Message (as defined below), and any other required documents, must be received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase prior to the Expiration Date and either certificates for tendered Shares must be received by the Depositary at one of such addresses or such Shares must be delivered pursuant to the procedures for book-entry transfer set forth below (and a Book-Entry Confirmation (as defined below) received by the Depositary), in each case, prior to the Expiration Date or (ii) the tendering shareholder must comply with the guaranteed delivery procedures set forth below. The Depositary will establish an account with respect to the Shares at The Depository Trust Company (the "Book-Entry Transfer Facility") for purposes of the Offer within two business days after the date of this Offer to Purchase. Any financial institution that is a participant in the Book-Entry Transfer Facility's systems may make book-entry delivery of Shares by causing the Book-Entry Transfer Facility to transfer such Shares into the Depositary's account in accordance with the Book-Entry Transfer Facility's procedure for such transfer. However, although delivery of Shares may be effected through book-entry transfer into the Depositary's account at the Book-Entry Transfer Facility, the Letter of Transmittal (or facsimile thereof), properly completed and duly executed, with any required signature guarantees, or an Agent's Message, and any other required documents must, in any case, be transmitted to, and received by, the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase prior to the Expiration Date, or the tendering shareholder must comply with the guaranteed delivery procedures described below. The confirmation of a book-entry transfer of Shares into the Depositary's account at the Book-Entry Transfer Facility as described above is referred to herein as a "Book-Entry Confirmation." DELIVERY OF DOCUMENTS TO THE BOOK-ENTRY TRANSFER FACILITY IN ACCORDANCE WITH THE BOOK-ENTRY TRANSFER FACILITY'S PROCEDURES DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY.

Valid Tender. For Shares the shares to be validly tendered pursuant to the Offerour offer, either (i) a properly completed and duly executed Letter of Transmittal (or facsimile thereof), together with any required signature guarantees, or in the case of a book-entry transfer, an Agent's Message (as defined below), and any other required documents, must be received by the our Depositary at one of its addresses set forth on the back cover of this Offer to Purchase document prior to the Expiration Date and either certificates for tendered Shares shares must be received by the our Depositary at one of such addresses or such Shares shares must be delivered pursuant to the procedures for book-entry transfer set forth below (and a Book-Entry Confirmation (as defined below) received by the our Depositary), in each case, case prior to the Expiration Date Date; or (ii) the tendering shareholder must comply with the guaranteed delivery procedures set forth below. The Book-Entry Transfer. Our Depositary will establish an account accounts with respect to the Shares shares at The Depository Trust Company (the Company, which will act as our "Book-Entry Transfer Facility") ," for purposes of the Offer our offer within two (2) business days after the date of this Offer to Purchasedocument. Any financial institution that is a participant in the Book-Entry Transfer Facility's systems system may make book-entry delivery of Shares the shares by causing the Book-Entry Transfer Facility to transfer such Shares shares into the our Depositary's account in accordance with the Book-Entry Transfer Facility's procedure for such transfer. However, although delivery of Shares the shares may be effected through book-entry transfer into the our Depositary's account at the Book-Entry Transfer Facility, the Letter of Transmittal (or facsimile thereof), properly completed and duly executed, with any required signature guarantees, or an Agent's Message, and any other required documents must, in any case, be transmitted to, and received by, the our Depositary at one of its addresses set forth on the back cover of this Offer to Purchase document prior to the Expiration Date, or the tendering shareholder must comply with the guaranteed delivery procedures described below. The confirmation of a book-entry transfer of Shares shares into the our Depositary's account at the Book-Entry Transfer Facility as described above is referred to herein as a "Book-Entry Confirmation." DELIVERY OF DOCUMENTS TO THE BOOK-ENTRY TRANSFER FACILITY IN ACCORDANCE WITH THE SUCH BOOK-ENTRY TRANSFER FACILITY'S PROCEDURES DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY.

Valid Tender. For A stockholder must follow one of the following procedures to validly tender Shares to be validly tendered pursuant to in the Offer: • for Shares held as certificates, either (i) the certificates for tendered Shares, a Letter of Transmittal, properly completed and duly executed Letter of Transmittal (or manually executed facsimile thereof), together with any required signature guarantees, and any other documents required by the Letter of Transmittal, must be received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase prior to the Expiration Date; • for Shares held in book-entry form, either a Letter of Transmittal, properly completed and duly executed (or manually executed facsimile thereof), with any required signature guarantees, or in the case of a book-entry transfer, an Agent's Message (as defined below), and any other required documents, must be received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase prior to the Expiration Date Purchase, and either certificates for tendered Shares must be received by the Depositary at one of such addresses or such Shares must be delivered pursuant according to the procedures for book-entry transfer set forth procedures described below (under "—Book-Entry Transfer" and a Book-Entry Confirmation (as defined below) must be received by the Depositary)Depositary at one of its addresses set forth on the back cover of this Offer to Purchase, in each case, case prior to the Expiration Date Date; or (ii) • the tendering shareholder stockholder must comply with the guaranteed delivery procedures set forth belowdescribed below under "—Guaranteed Delivery" prior to the Expiration Date. The Depositary will establish an account with respect to method of delivery of Shares, the Shares at Letter of Transmittal and all other required documents, including delivery through The Depository Trust Company ("DTC"), is at the "Book-Entry Transfer Facility") for purposes election and risk of the Offer within two business days after the date of this Offer to Purchasetendering stockholder. Any financial institution that is a participant in the Book-Entry Transfer Facility's systems may make book-entry delivery of Shares will be deemed delivered only when actually received by causing the Book-Entry Transfer Facility to transfer such Shares into the Depositary's account in accordance with the Book-Entry Transfer Facility's procedure for such transfer. However, although delivery of Shares may be effected through book-entry transfer into the Depositary's account at the Book-Entry Transfer Facility, the Letter of Transmittal (or facsimile thereof), properly completed and duly executed, with any required signature guarantees, or an Agent's Message, and any other required documents must, in any case, be transmitted to, and received by, the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase prior to (including, in the Expiration Date, or the tendering shareholder must comply with the guaranteed delivery procedures described below. The confirmation case of a book-entry transfer of Shares into the Depositary's account at the Book-Entry Transfer Facility as described above is referred to herein as a "Transfer, by Book-Entry Confirmation). If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to ensure timely delivery." DELIVERY OF DOCUMENTS TO THE BOOK-ENTRY TRANSFER FACILITY IN ACCORDANCE WITH THE BOOK-ENTRY TRANSFER FACILITY'S PROCEDURES DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY.

Valid Tender. For A stockholder must follow one of the following procedures to validly tender Shares to be validly tendered pursuant to in the Offer: • for Shares held as physical certificates, either (i) the certificates for tendered Shares, a Letter of Transmittal, properly completed and duly executed Letter of Transmittal (or facsimile thereof)executed, together with any required signature guarantees, or in the case of a book-entry transfer, an Agent's Message (as defined below), and any other documents required documentsby the Letter of Transmittal, must be received by the Depositary at one of its addresses address set forth on the back cover of this Offer to Purchase prior to before the Expiration Date and either certificates for tendered Shares must be received by (unless the Depositary at tender is made during a Subsequent Offering Period, if one of such addresses or such Shares must be delivered pursuant to the procedures for book-entry transfer set forth below (and a Book-Entry Confirmation (as defined below) received by the Depositary)is provided, in each case, prior to which case the Expiration Date or (ii) the tendering shareholder must comply with the guaranteed delivery procedures set forth below. The Depositary will establish an account with respect to the Shares at The Depository Trust Company (the "Book-Entry Transfer Facility") for purposes of the Offer within two business days after the date of this Offer to Purchase. Any financial institution that is a participant in the Book-Entry Transfer Facility's systems may make book-entry delivery of Shares by causing the Book-Entry Transfer Facility to transfer such Shares into the Depositary's account in accordance with the Book-Entry Transfer Facility's procedure for such transfer. However, although delivery of Shares may be effected through book-entry transfer into the Depositary's account at the Book-Entry Transfer FacilityShares, the Letter of Transmittal (or facsimile thereofand other documents must be received before the expiration of the Subsequent Offering Period); • for Shares held in book-entry form, either a Letter of Transmittal, properly completed and duly executed, with any required signature guarantees, or an Agent's ’s Message, and any other required documents mustdocuments, in any case, must be transmitted to, and received by, by the Depositary at one of its addresses address set forth on the back cover of this Offer to Purchase prior Purchase, and such Shares must be delivered according to the book-entry transfer procedures described below under “—Book-Entry Transfer” and a Book-Entry Confirmation (as defined below) must be received by the Depositary, in each case before the Expiration DateDate (unless the tender is made during a Subsequent Offering Period, if one is provided, in which case the Shares, the Letter of Transmittal or an Agent’s Message, and other documents must be received before the expiration of the Subsequent Offering Period); or • the tendering shareholder stockholder must comply with the guaranteed delivery procedures described belowbelow under “—Guaranteed Delivery” before the Expiration Date. The confirmation method of a book-entry transfer delivery of Shares into Shares, the Depositary's account at Letter of Transmittal and all other required documents, including delivery through the Book-Entry Transfer Facility as described above Facility, is referred to herein as at the election and risk of the tendering stockholder. Shares will be deemed delivered only when actually received by the Depositary (including, in the case of a "Book-Entry Transfer, by Book-Entry Confirmation). If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to ensure timely delivery." DELIVERY OF DOCUMENTS TO THE BOOK-ENTRY TRANSFER FACILITY IN ACCORDANCE WITH THE BOOK-ENTRY TRANSFER FACILITY'S PROCEDURES DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY.

Valid Tender. For A stockholder must follow one of the following procedures to validly tender Shares to be validly tendered pursuant to in the Offer: • for Shares held as physical certificates, either (i) the certificates for tendered Shares, a properly completed and duly executed Letter of Transmittal (or a manually signed facsimile thereof), together properly completed and duly executed, with any required signature guarantees, or in the case of a book-entry transfer, an Agent's Message (as defined below), and any other documents required documentsby the Letter of Transmittal, must be received by the Depositary at one of its addresses address set forth on the back cover of this Offer to Purchase prior to before the Expiration Date and either certificates for tendered Shares must be received by (unless the Depositary at tender is made during a Subsequent Offering Period, if one of such addresses or such Shares must be delivered pursuant to the procedures for book-entry transfer set forth below (and a Book-Entry Confirmation (as defined below) received by the Depositary)is provided, in each case, prior to which case the Expiration Date or (ii) the tendering shareholder must comply with the guaranteed delivery procedures set forth below. The Depositary will establish an account with respect to the Shares at The Depository Trust Company (the "Book-Entry Transfer Facility") for purposes of the Offer within two business days after the date of this Offer to Purchase. Any financial institution that is a participant in the Book-Entry Transfer Facility's systems may make book-entry delivery of Shares by causing the Book-Entry Transfer Facility to transfer such Shares into the Depositary's account in accordance with the Book-Entry Transfer Facility's procedure for such transfer. However, although delivery of Shares may be effected through book-entry transfer into the Depositary's account at the Book-Entry Transfer FacilityShares, the Letter of Transmittal and other documents must be received before the expiration of the Subsequent Offering Period); • for Shares held in book-entry form, either a Letter of Transmittal (or a manually signed facsimile thereof), properly completed and duly executed, with any required signature guarantees, or an Agent's ’s Message, and any other required documents mustdocuments, in any case, must be transmitted to, and received by, by the Depositary at one of its addresses address set forth on the back cover of this Offer to Purchase prior Purchase, and such Shares must be delivered according to the book-entry transfer procedures described below under “— Book-Entry Transfer” and a Book-Entry Confirmation (as defined below) must be received by the Depositary, in each case before the Expiration DateDate (unless the tender is made during a Subsequent Offering Period, if one is provided, in which case the Shares, the Letter of Transmittal or an Agent’s Message, and other documents must be received before the expiration of the Subsequent Offering Period); or • the tendering shareholder stockholder must comply with the guaranteed delivery procedures described belowbelow under “— Guaranteed Delivery” before the Expiration Date. The confirmation method of a book-entry transfer delivery of Shares into Shares, the Depositary's account at Letter of Transmittal and all other required documents, including delivery through the Book-Entry Transfer Facility as described above Facility, is referred to herein as at the election and risk of the tendering stockholder. Shares will be deemed delivered only when actually received by the Depositary (including, in the case of a "Book-Entry Transfer, by Book-Entry Confirmation). If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to ensure timely delivery." DELIVERY OF DOCUMENTS TO THE BOOK-ENTRY TRANSFER FACILITY IN ACCORDANCE WITH THE BOOK-ENTRY TRANSFER FACILITY'S PROCEDURES DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY.

Valid Tender. For Shares a stockholder to be validly tendered pursuant to tender shares of Starbase common stock in the Offer: • the certificate(s) representing the tendered shares, either (i) a properly completed and duly executed together with the Letter of Transmittal (or a facsimile thereofcopy of it), properly completed and duly executed, together with any required signature guaranteesguarantees (as described below under the caption “Signature Guarantees”) and any other required documents, or must be received by the Depositary at one of its addresses listed on the back cover of this Offer to Purchase prior to the Expiration Date; • in the case of a tender effected pursuant to the book-entry transfertransfer procedures described below under the caption “Book-Entry Transfer”, (i) either the Letter of Transmittal, properly completed and duly executed, together with any required signature guarantees (as described below under the caption “Signature Guarantees”), or an Agent's ’s Message (as defined belowdescribed below under the caption “Book-Entry Transfer”), and any other required documents, must be received by the Depositary at one of its addresses set forth listed on the back cover of this Offer to Purchase prior to the Expiration Date and either certificates for (ii) the shares to be tendered Shares must be received by the Depositary at one of such addresses or such Shares must be delivered pursuant to the procedures for book-entry transfer set forth procedures described below (under the caption “Book-Entry Transfer” and a Book-Entry Confirmation (as defined belowdescribed below under the caption “Book-Entry Transfer”) must be received by the Depositary), in each case, prior to the Expiration Date or (ii) the tendering shareholder must comply with the guaranteed delivery procedures set forth below. The Depositary will establish an account with respect to the Shares at The Depository Trust Company (the "Book-Entry Transfer Facility") for purposes of the Offer within two business days after the date of this Offer to Purchase. Any financial institution that is a participant in the Book-Entry Transfer Facility's systems may make book-entry delivery of Shares by causing the Book-Entry Transfer Facility to transfer such Shares into the Depositary's account in accordance with the Book-Entry Transfer Facility's procedure for such transfer. However, although delivery of Shares may be effected through book-entry transfer into the Depositary's account at the Book-Entry Transfer Facility, the Letter of Transmittal (or facsimile thereof), properly completed and duly executed, with any required signature guarantees, or an Agent's Message, and any other required documents must, in any case, be transmitted to, and received by, the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase prior to the Expiration Date, ; or • the tendering shareholder stockholder must comply with the guaranteed delivery procedures described belowbelow under the caption “Guaranteed Delivery” prior to the Expiration Date. The confirmation valid tender of shares of Starbase common stock in accordance with one of the procedures described above will constitute a book-entry transfer binding agreement between the tendering stockholder and the Purchaser upon the terms of Shares into and subject to the Depositary's account at conditions to the Offer. The method of delivery of shares of Starbase common stock to be tendered in the Offer, the Letter of Transmittal and all other required documents, including delivery through the Book-Entry Transfer Facility as described above below, is referred at the election and risk of the tendering stockholder. Shares of Starbase common stock to herein as be tendered in the Offer will be deemed delivered only when actually received by the Depositary (including, in the case of a "book-entry transfer, by Book-Entry ConfirmationConfirmation as described below). If delivery of shares is made by mail, registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to ensure timely delivery." DELIVERY OF DOCUMENTS TO THE BOOK-ENTRY TRANSFER FACILITY IN ACCORDANCE WITH THE BOOK-ENTRY TRANSFER FACILITY'S PROCEDURES DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY.

Valid Tender. For a stockholder to validly tender Shares to be validly tendered pursuant to the Offer, either (i1) a properly completed and duly executed Letter of Transmittal (or facsimile thereof), together with any required signature guarantees, guarantees (or in the case of a book-entry transfer, an Agent's Message (as defined below), hereinafter defined) in connection with a book-entry transfer of Shares) and any other documents required documentsby the Letter of Transmittal, must be received by the Depositary at one of its addresses set forth on the back cover page of this Offer to Purchase prior to the Expiration Date and either certificates for tendered Shares must be received by the Depositary at one of such addresses or such Shares must be delivered pursuant to the procedures procedure for book-book entry transfer set forth below (and a Book-Entry Confirmation (as defined belowhereinafter defined) received by the Depositary), in each case, on or prior to the Expiration Date Date, or (ii2) the tendering shareholder stockholder must comply with the guaranteed delivery procedures procedure set forth below. The Depositary will establish an account with respect to the Shares at The Depository Trust Company (the "'Book-Entry Transfer Facility"') for purposes of the Offer within two business days after the date of this Offer to Purchase. Any financial institution that is a participant in any of the Book-Entry Transfer Facility's systems may make book-entry delivery of Shares by causing the Book-Book Entry Transfer Facility to transfer such Shares into the Depositary's account in accordance with the such Book-Entry Transfer Facility's procedure procedures for such transfer. However, although delivery of Shares may be effected through book-book entry transfer into the Depositary's account at the Book-Entry Transfer Facility, the Letter of Transmittal (or facsimile thereof), properly completed and duly executed, with any required signature guarantees, guarantees (or an Agent's Message, Message in connection with a book-entry transfer) and any other required documents documents, must, in any case, be transmitted to, and received byby the Depositary, the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase prior to the Expiration Date, or the tendering shareholder stockholder must comply with the guaranteed delivery procedures procedure described below. The confirmation of a book-entry transfer of Shares into the Depositary's account at the Book-Entry Transfer Facility as described above is referred to herein as a "'Book-Entry Confirmation." ' DELIVERY OF DOCUMENTS TO THE BOOK-ENTRY TRANSFER FACILITY IN ACCORDANCE WITH THE SUCH BOOK-ENTRY TRANSFER FACILITY'S PROCEDURES DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY.

Valid Tender. For Shares to be validly tendered pursuant to the Offer, either (i) a properly completed and duly executed Letter of Transmittal (or facsimile thereof), together with any required signature guarantees, or in the case of a book-entry transfer, an Agent's Message (as defined below), and any other required documents, must be received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase prior to the Expiration Date and either certificates for tendered Shares must be received by the Depositary at one of such addresses or such Shares must be delivered pursuant to the procedures for book-entry transfer set forth below (and a Book-Entry Confirmation (as defined below) received by the Depositary), in each case, case prior to the Expiration Date Date, or (ii) the tendering shareholder stockholder must comply with the guaranteed delivery procedures set forth below. The Depositary will establish an account accounts with respect to the Shares at The Depository Trust Company and the Philadelphia Depository Trust Company (each, a "Book-Entry Transfer Facility" and, collectively, the "Book-Entry Transfer FacilityFacilities") for purposes of the Offer within two business days after the date of this Offer to Purchase. Any financial institution that is a participant in any of the Book-Entry Transfer Facility's Facilities' systems may make book-entry delivery of Shares by causing the a Book-Entry Transfer Facility to transfer such Shares into the Depositary's account in accordance with the that Book-Entry Transfer Facility's procedure for such transfer. However, although delivery of Shares may be effected through book-entry transfer into the Depositary's account at the a Book-Entry Transfer Facility, the Letter of Transmittal (or facsimile thereof), properly completed and duly executed, with any required signature guarantees, or an Agent's Message, and any other required documents must, in any case, be transmitted to, and received by, the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase prior to the Expiration Date, or the tendering shareholder stockholder must comply with the guaranteed delivery procedures described below. The confirmation of a book-entry transfer of Shares into the Depositary's account at the a Book-Entry Transfer Facility as described above is referred to herein as a "Book-Entry Confirmation." DELIVERY OF DOCUMENTS TO THE A BOOK-ENTRY TRANSFER FACILITY IN ACCORDANCE WITH THE SUCH BOOK-ENTRY TRANSFER FACILITY'S PROCEDURES DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY.. The term "Agent's Message" means a message transmitted by a Book-Entry Transfer Facility to, and received by, the Depositary and forming a part of a Book-Entry Confirmation, which states that such Book-Entry Transfer Facility has received an express acknowledgment from the participant in such Book-Entry Transfer Facility tendering the Shares that such participant has received and agrees to be bound by the terms of the Letter of Transmittal and that the Purchaser may enforce such agreement against the participant. THE METHOD OF DELIVERY OF SHARES, THE LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH ANY BOOK-ENTRY TRANSFER FACILITY, IS AT THE ELECTION AND RISK OF THE TENDERING STOCKHOLDER. SHARES WILL BE DEEMED DELIVERED ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY (INCLUDING, IN THE CASE OF A BOOK-ENTRY TRANSFER, BY BOOK-ENTRY CONFIRMATION). IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY. Signature Guarantees. No signature guarantee is required on the Letter of Transmittal (i) if the Letter of Transmittal is signed by the registered holder(s) (which term, for purposes of this Section, includes any participant in any of the Book Entry Transfer Facilities' systems whose name appears on a security position listing as the owner of the Shares) of Shares tendered therewith and such registered holder has not completed either the box entitled "Special Delivery Instructions" or the box entitled "Special Payment Instructions" on the Letter of Transmittal or (ii) if such Shares are tendered for the account of a financial institution (including most commercial banks, savings and loan associations and brokerage houses) that is a participant in the Security Transfer Agents Medallion Program, the New York Stock Exchange Medallion Signature Guarantee Program or the Stock Exchange Medallion Program (each, an "Eligible Institution" and, collectively, "Eligible Institutions"). In all other cases, all signatures on Letters of Transmittal must be guaranteed by an Eligible Institution. See Instructions 1 and 5

Valid Tender. For a shareholder to validly tender Shares to be validly tendered pursuant to the Offer, either (ia) the certificates for tendered Shares, together with a properly completed and duly executed Letter of Transmittal (or manually signed facsimile thereof), together with properly completed and duly executed, any required signature guarantees, or in the case of a book-entry transfer, an Agent's Message (as defined below), guarantees and any other required documents, must be received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase prior to the Expiration Date Date; (b) in the case of a transfer effected pursuant to the book-entry transfer procedures described under "Book-Entry Transfer", either a Letter of Transmittal (or manually signed facsimile thereof), properly completed and either certificates for tendered Shares duly executed, and any required signature guarantees, or an Agent's Message (as defined below), and any other required documents, must be received by the Depositary at one of such addresses or addresses, such Shares must be delivered pursuant to the procedures for book-entry transfer set forth procedures described below (and a Book-Entry Confirmation (as defined below) must be received by the Depositary), in each case, case prior to the Expiration Date (if your shares are held through the Company's Dividend Reinvestment Plan, you must ensure that the Dividend Reinvestment Plan box of the Letter of Transmittal that is delivered to the Depositary is properly completed); or (iic) the tendering shareholder must comply with the guaranteed delivery procedures set forth below. The Depositary will establish an account with respect to the Shares at The Depository Trust Company (the described below under "Book-Entry Transfer Facility") for purposes of the Offer within two business days after the date of this Offer to Purchase. Any financial institution that is a participant in the Book-Entry Transfer Facility's systems may make book-entry delivery of Shares by causing the Book-Entry Transfer Facility to transfer such Shares into the Depositary's account in accordance with the Book-Entry Transfer Facility's procedure for such transfer. However, although delivery of Shares may be effected through book-entry transfer into the Depositary's account at the Book-Entry Transfer Facility, the Letter of Transmittal (or facsimile thereof), properly completed and duly executed, with any required signature guarantees, or an Agent's Message, and any other required documents must, in any case, be transmitted to, and received by, the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase Guaranteed Delivery" prior to the Expiration Date, or . The valid tender of Shares pursuant to one of the procedures described above will constitute a binding agreement between the tendering shareholder must comply with and the guaranteed delivery procedures described belowPurchaser upon the terms and subject to the conditions of the Offer. The confirmation of a book-entry transfer of Shares into the Depositary's account at the Book-Entry Transfer Facility as described above is referred to herein as a "Book-Entry Confirmation." THE METHOD OF DELIVERY OF DOCUMENTS TO SHARES, THE LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH THE BOOK-ENTRY TRANSFER FACILITY (AS DEFINED BELOW), IS AT THE ELECTION AND RISK OF THE TENDERING SHAREHOLDER. SHARES WILL BE DEEMED DELIVERED ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY (INCLUDING, IN ACCORDANCE WITH THE CASE OF A BOOK-ENTRY TRANSFER FACILITY'S PROCEDURES DOES NOT CONSTITUTE TRANSFER, BY BOOK-ENTRY CONFIRMATION). IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO THE DEPOSITARYENSURE TIMELY DELIVERY.

Valid Tender. For A shareholder must follow one of the following procedures to validly tender Shares to be validly tendered pursuant to in the Offer: • for Shares held as physical certificates, either (i) the certificates for tendered Shares, a Letter of Transmittal, properly completed and duly executed Letter of Transmittal (or facsimile thereof)executed, together with any required signature guarantees, or in the case of a book-entry transfer, an Agent's Message (as defined below), and any other documents required documentsby the Letter of Transmittal, must be received by the Depositary at one of its addresses address set forth on the back cover of this Offer to Purchase prior to before the Expiration Date and either certificates for tendered Shares must be received by (unless the Depositary at tender is made during a Subsequent Offering Period, if one of such addresses or such Shares must be delivered pursuant to the procedures for book-entry transfer set forth below (and a Book-Entry Confirmation (as defined below) received by the Depositary)is provided, in each case, prior to which case the Expiration Date or (ii) the tendering shareholder must comply with the guaranteed delivery procedures set forth below. The Depositary will establish an account with respect to the Shares at The Depository Trust Company (the "Book-Entry Transfer Facility") for purposes of the Offer within two business days after the date of this Offer to Purchase. Any financial institution that is a participant in the Book-Entry Transfer Facility's systems may make book-entry delivery of Shares by causing the Book-Entry Transfer Facility to transfer such Shares into the Depositary's account in accordance with the Book-Entry Transfer Facility's procedure for such transfer. However, although delivery of Shares may be effected through book-entry transfer into the Depositary's account at the Book-Entry Transfer FacilityShares, the Letter of Transmittal (or facsimile thereofand other documents must be received before the expiration of the Subsequent Offering Period); • for Shares held in book-entry form, either a Letter of Transmittal, properly completed and duly executed, with any required signature guarantees, or an Agent's ’s Message, and any other required documents mustdocuments, in any case, must be transmitted to, and received by, by the Depositary at one of its addresses address set forth on the back cover of this Offer to Purchase prior Purchase, and such Shares must be delivered according to the book-entry transfer procedures described below under “— Book-Entry Transfer” and a Book-Entry Confirmation (as defined below) must be received by the Depositary, in each case before the Expiration DateDate (unless the tender is made during a Subsequent Offering Period, if one is provided, in which case the Shares, the Letter of Transmittal or an Agent’s Message, and other documents must be received before the expiration of the Subsequent Offering Period); or • the tendering shareholder must comply with the guaranteed delivery procedures described belowbelow under “— Guaranteed Delivery” before the Expiration Date. By tendering Shares in accordance with these procedures, a tendering shareholder will also tender the preferred stock purchase rights associated with the Shares without any further action on the part of the tendering shareholder. If the preferred stock purchase rights were distributed to ImClone’s shareholders as a result of a triggering event, a tender of Shares would need to be accompanied by a simultaneous tender of the preferred stock purchase rights. ImClone has advised us that it has taken the action necessary to ensure that the Offer and the Merger do not constitute a triggering event. The confirmation method of a book-entry transfer delivery of Shares into Shares, the Depositary's account at Letter of Transmittal and all other required documents, including delivery through the Book-Entry Transfer Facility as described above Facility, is referred to herein as at the election and risk of the tendering shareholder. Shares will be deemed delivered only when actually received by the Depositary (including, in the case of a "Book-Entry Transfer, by Book-Entry Confirmation). If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to ensure timely delivery." DELIVERY OF DOCUMENTS TO THE BOOK-ENTRY TRANSFER FACILITY IN ACCORDANCE WITH THE BOOK-ENTRY TRANSFER FACILITY'S PROCEDURES DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY.