CONFIDENTIALITY AGREEMENTConfidentiality Agreement • June 29th, 2020 • La Jolla Pharmaceutical Co • Biological products, (no disgnostic substances) • Delaware
This Confidentiality Agreement (the “Agreement”) dated May 8, 2020 (the “Effective Date”), between Tetraphase Pharmaceuticals, Inc., a Delaware corporation, located at 480 Arsenal Way, Watertown, MA 02472 (the “Company”), and La Jolla Pharmaceutical Company, located at 4550 Towne Centre Court, San Diego, CA 92121 (“La Jolla”).
GUARANTEEGuarantee • June 29th, 2020 • La Jolla Pharmaceutical Co • Biological products, (no disgnostic substances)
This Guarantee (the “Guarantee”) is being entered into order to induce Tetraphase Pharmaceuticals, Inc., a Delaware corporation (“Tetraphase”), to enter into that certain Agreement and Plan of Merger, dated as of June 24, 2020 (as it may be amended or supplemented from time to time pursuant to the terms thereof, the “Merger Agreement”), by and among Tetraphase, La Jolla Pharmaceutical Company, a California corporation (“LJPC”), and TTP Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of LJPC (“Purchaser”), pursuant to which Purchaser will commence a tender offer to acquire all of Tetraphase’s outstanding shares of common stock (“Tender Offer”), and, following which the Purchaser will merge with and into Tetraphase (the “Merger”), with Tetraphase continuing as the surviving corporation and as a wholly owned subsidiary of LJPC, In consideration therefor, former equityholders of Tetraphase will receive cash and the right to receive certain consideration based on the
