CONFIDENTIALITY AGREEMENTConfidentiality Agreement • August 20th, 2010 • Endo Pharmaceuticals Holdings Inc • Pharmaceutical preparations • Pennsylvania
THIS AGREEMENT is entered into as of the 30th of July 2010 and shall be deemed to be effective as of July 23, 2010 between Endo Pharmaceuticals Inc., whose main offices are located at 100 Endo Boulevard, Chadds Ford, Pennsylvania 19317, for itself and its subsidiaries, each of which shall be bound by this Agreement as if each had separately executed this Agreement (collectively “Endo”), and Penwest Pharmaceuticals Co. located at 2981 Route 22, Patterson, NY 12563 ( “Penwest”).
Offer to Purchase All Outstanding Shares of Common Stock of Penwest Pharmaceuticals Co. at $5.00 Net Per Share in Cash by West Acquisition Corp. an indirect wholly-owned subsidiary of Endo Pharmaceuticals Holdings Inc.Alliance Agreement • August 20th, 2010 • Endo Pharmaceuticals Holdings Inc • Pharmaceutical preparations
West Acquisition Corp., a Delaware corporation (“Purchaser”), is offering to purchase all outstanding shares of common stock, par value $0.001 per share (including shares of common stock issuable upon the conditional exercise of options to purchase shares of common stock and warrants to acquire shares of common stock, each option and warrant having an exercise price of less than $5.00 per share, collectively, the “Shares”), of Penwest Pharmaceuticals Co., a Washington corporation (“Penwest”), at a price of $5.00 per Share, net to the seller in cash, without interest (such consideration or any other consideration paid pursuant to the Offer, the “Offer Price”) and less any required withholding taxes, upon the terms and subject to the conditions set forth in this Offer to Purchase (together with any amendments or supplements hereto, this “Offer to Purchase”) and in the related Letter of Transmittal (together with any amendments or supplements thereto, the “Letter of Transmittal” and, toge
