CONFIDENTIALITY AGREEMENTConfidentiality Agreement • June 12th, 2020 • Melinta Therapeutics, Inc. /New/ • Pharmaceutical preparations • Delaware
This Confidentiality Agreement (the “Agreement”) dated May 14, 2020 (the “Effective Date”), between Tetraphase Pharmaceuticals, Inc., a Delaware corporation, located at 480 Arsenal Way, Watertown, MA 02472 (the “Company”), and Melinta Therapeutics, Inc., located at 44 Whippany Road, Suite 280, Morristown, NJ 07960 (“Melinta”).
GUARANTEEGuarantee • June 12th, 2020 • Melinta Therapeutics, Inc. /New/ • Pharmaceutical preparations
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 4, 2020 (as it may be amended or supplemented from time to time pursuant to the terms thereof, the “Merger Agreement”), by and among Tetraphase, Melinta Therapeutics, Inc., a Delaware corporation (“Melinta”), and Toronto Transaction Corp., a Delaware corporation and a wholly-owned subsidiary of Melinta (“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 Melinta, In consideration therefore, former equityholders of Tetraphase will receive cash and the right to receive certain consideration based
