NOMINATION AND STANDSTILL AGREEMENTNomination and Standstill Agreement • February 21st, 2014 • Sarissa Capital Management LP • Biological products, (no disgnostic substances) • Delaware
This NOMINATION AND STANDSTILL AGREEMENT (the “Agreement”) is made as of February 20, 2014 by and among ARIAD Pharmaceuticals, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Company”), and the persons and entities listed on Schedule A hereto (collectively, the “Sarissa Group”). In consideration of the covenants and promises set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:
CONFIDENTIALITY AGREEMENTConfidentiality Agreement • February 21st, 2014 • Sarissa Capital Management LP • Biological products, (no disgnostic substances) • Delaware
This letter agreement shall become effective upon the appointment of the Sarissa Designee to the Board of Directors (the “Board”) of ARIAD Pharmaceuticals, Inc. (the “Company”). Capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in the Nomination and Standstill Agreement (the “Nomination Agreement”), dated as of February 20, 2014, among the Company and the Sarissa Group. The Company understands and agrees that, subject to the terms of, and in accordance with, this letter agreement, the Sarissa Designee may, if and to the extent he desires to do so, disclose information he obtains while serving as a member of the Board to you and your Representatives (as hereinafter defined), and may discuss such information with any and all such persons, subject to the terms and conditions of this Agreement. As a result, you may receive certain non-public information regarding the Company. You acknowledge that this information is proprietary to the Compa
