Amendment No. 2 to the Mutual Non-Disclosure AgreementNon-Disclosure Agreement • March 18th, 2021 • Amgen Inc • Biological products, (no disgnostic substances)
This Amendment No. 2 to the Mutual Non-Disclosure Agreement (this “Amendment”), effective June 16, 2020 (the “Amendment Effective Date”), is made and entered into by and between Five Prime Therapeutics, Inc., a Delaware corporation (“FivePrime”), and Amgen Inc., a Delaware corporation (“Amgen”).
Amendment No. 1 to the Mutual Non-Disclosure AgreementNon-Disclosure Agreement • March 18th, 2021 • Amgen Inc • Biological products, (no disgnostic substances)
This Amendment No. 1 to the Mutual Non-Disclosure Agreement (this “Amendment”), effective August 2, 2019 (the “Amendment Effective Date”), is made and entered into by and between Five Prime Therapeutics, Inc., a Delaware corporation (“FivePrime”), and Amgen Inc., a Delaware corporation (“Amgen”).
Non-Disclosure AgreementNon-Disclosure Agreement • March 18th, 2021 • Amgen Inc • Biological products, (no disgnostic substances) • New York
This Non-Disclosure Agreement (this “Agreement”) is effective as of February 12, 2021 (the “Effective Date”) by and between Five Prime Therapeutics, Inc., a Delaware corporation (“Five Prime”), and Amgen Inc., a Delaware corporation (“Amgen”). In connection with the evaluation of a possible negotiated transaction (a “Transaction”) between the parties, Five Prime may furnish to Amgen certain information concerning Five Prime or its affiliates (as defined below) that is confidential to Five Prime. In order to protect the confidentiality of the information Five Prime may disclose to Amgen and the discussions regarding the Transaction, Five Prime and Amgen agree that such disclosures and discussions will be subject to the terms and conditions of this Agreement. Each of Five Prime and Amgen is sometimes referred to herein individually as a “party” and collectively, as the “parties.”
Mutual Non-Disclosure AgreementMutual Non-Disclosure Agreement • March 18th, 2021 • Amgen Inc • Biological products, (no disgnostic substances) • Delaware
This Mutual Non-Disclosure Agreement (this “Agreement”) is effective as of July 29, 2019 (the “Effective Date”) between Five Prime Therapeutics, Inc., a Delaware corporation (“FivePrime”), and Amgen Inc., a Delaware corporation (“Amgen”). In connection with the evaluation of a potential negotiated transaction between the Parties regarding one or more of FivePrime’s preclinical research and development programs, including its FPA157 and FPA158 research and development programs (collectively, the “Programs”) (the “Purpose”), FivePrime and Amgen may each provide the other with certain information that is confidential to such disclosing Party. In order to protect the confidentiality of the information FivePrime and Amgen may disclose to each other and the discussions regarding the Purpose, FivePrime and Amgen agree that such disclosures and discussions will be subject to the terms and conditions of this Agreement. FivePrime and Amgen may each be referred to herein individually as a “Party”
FIVE PRIME THERAPEUTICS, INC.Merger Agreement • March 18th, 2021 • Amgen Inc • Biological products, (no disgnostic substances) • Delaware
Franklin Acquisition Sub, Inc., a Delaware corporation (“Purchaser”) and a wholly owned subsidiary of Amgen Inc., a Delaware corporation (“Amgen”), is making an offer to purchase all outstanding shares of common stock, par value $0.001 per share (the “Shares”), of Five Prime Therapeutics, Inc., a Delaware corporation (“Five Prime”), at a price per Share of $38.00 (such amount, or any higher amount per Share paid pursuant to the Offer, being the “Offer Price”), in cash, minus any applicable withholding taxes and without interest, as further described herein, upon the terms and subject to the conditions set forth in this Offer to Purchase and the accompanying Letter of Transmittal and the other exhibits to the Tender Offer Statement on Schedule TO (the “Schedule TO”). The following are some questions you, as a stockholder of Five Prime, may have and answers to those questions. This summary term sheet highlights selected information from this Offer to Purchase, and may not contain all of
