AGREEMENT AND PLAN OF MERGER among: ACELRX PHARMACEUTICALS, INC., a Delaware corporation; CONSOLIDATION MERGER SUB, INC. a Delaware corporation; and TETRAPHASE PHARMACEUTICALS, INC., a Delaware corporation Dated as of March 15, 2020Agreement and Plan of Merger • March 16th, 2020 • Tetraphase Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
The corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon the stockholders herein are granted subject to this reservation.
CO-PROMOTION AGREEMENTCo-Promotion Agreement • March 16th, 2020 • Tetraphase Pharmaceuticals Inc • Pharmaceutical preparations • New York
THIS CO-PROMOTION AGREEMENT (this “Agreement”) is entered into as of March 15, 2020 (the “Effective Date”) by and between ACELRX PHARMACEUTICALS, INC., a Delaware corporation, having an address of 351 Galveston Drive, Redwood City, California 94063 (hereinafter referred to as “AcelRx”), and TETRAPHASE PHARMACEUTICALS, INC., a Delaware corporation, having an address of 480 Arsenal Way, Suite 100, Watertown, Massachusetts 02472 (hereinafter referred to as “Tetraphase”). AcelRx and Tetraphase are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
Tetraphase Pharmaceuticals and AcelRx Pharmaceuticals Enter into Definitive Merger Agreement AcelRx to Acquire Tetraphase in an all-stock transaction Tetraphase equity holders to own 14.6% of the combined company and receive Contingent Value Rights...Definitive Merger Agreement • March 16th, 2020 • Tetraphase Pharmaceuticals Inc • Pharmaceutical preparations
WATERTOWN, Mass., March 16, 2020 – Tetraphase Pharmaceuticals, Inc. (Nasdaq: TTPH), a biopharmaceutical company focused on commercializing its novel tetracycline XERAVA to treat serious and life-threatening infections, today announced the execution of a definitive merger agreement pursuant to which AcelRx Pharmaceuticals (Nasdaq: ACRX) would acquire Tetraphase in a stock for stock transaction. Under the terms of the agreement, Tetraphase stockholders will receive, for each share of Tetraphase common stock, 0.6303 of a share of AcelRx common stock, valued at approximately $14.4 million as of the close of trading on March 13, 2020, and one contingent value right (CVR), which would entitle the holders to receive aggregate payments of up to $12.5 million for the achievement of future XERAVA™ net sales milestones starting in 2021. The transaction was unanimously approved by both the AcelRx and Tetraphase boards of directors and is expected to close in the second quarter of 2020. Select Tetr
