Goldman Sachs Japan Co., Ltd. Roppongi Hills Mori Tower, Level 43-48 10-1 Roppongi 6-chome Minato-ku, Tokyo 106-6147 JapanCommitment Letter • September 8th, 2008 • Tall Bridge, Inc. • Pharmaceutical preparations
for the acquisition, through a wholly-owned Delaware subsidiary of the Borrower (Merger Sub), of all of the outstanding shares of common stock of a corporation previously identified to us as “Syandia” (the Target). The acquisition will be effected through a two-step transaction pursuant to which Merger Sub will commence a cash tender offer (the Tender Offer) to purchase all of the issued and outstanding shares of common stock of the Target not owned directly or indirectly by the Borrower at the time of the commencement of the Tender Offer, followed by a merger (the Merger and, together with the Tender Offer, the Acquisition) of Merger Sub with and into the Target, with the Target being the surviving entity in such merger. After giving effect to the Merger, the Target will be a wholly-owned subsidiary of the Borrower.
Sciele Pharma, Inc. Five Concourse Parkway Suite 1800 Atlanta, Georgia 30328Confidentiality and Standstill Agreement • September 8th, 2008 • Tall Bridge, Inc. • Pharmaceutical preparations • New York
In connection with the consideration of a possible transaction (the “Proposed Transaction”) between Shionogi & Co., Ltd. (“Shionogi”) and Sciele Pharma, Inc. (“Sciele”), each party has requested of the other certain financial, technical and other information concerning the business and affairs of the other party. As a condition to the disclosure of such information by either party to the other, each party agrees to comply with the terms and conditions set forth below. For ease of reference, Shionogi and Sciele shall each be referred to as the disclosing party, the receiving party, the nonbreaching party and the enforcing party as the context requires.
