0001437749-20-005296 Sample Contracts

Form of Contingent Value Rights Agreement

Contingent Value Rights Agreement • March 16th, 2020 • Acelrx Pharmaceuticals Inc • Pharmaceutical preparations • Delaware

• Contract Type
  Contingent Value Rights Agreement
• Filed
  March 16th, 2020
• Company
  Acelrx Pharmaceuticals Inc
• Industry
  Pharmaceutical preparations
• Jurisdiction
  Delaware

This Contingent Value Rights Agreement, dated as of [__], 2020 (this “Agreement”), is entered into by and between AcelRx Pharmaceuticals, Inc., a Delaware corporation (“Parent”), and [____], as Rights Agent (the “Rights Agent”).

EXCHANGE AGREEMENT

Exchange Agreement • March 16th, 2020 • Acelrx Pharmaceuticals Inc • Pharmaceutical preparations • Delaware

• Contract Type
  Exchange Agreement
• Filed
  March 16th, 2020
• Company
  Acelrx Pharmaceuticals Inc
• Industry
  Pharmaceutical preparations
• Jurisdiction
  Delaware

This EXCHANGE AGREEMENT (this “Agreement”), dated as of March 15, 2020, is entered into by and among AcelRx Pharmaceuticals, Inc., a Delaware corporation (“Parent”), Consolidation Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and the stockholder of Tetraphase Pharmaceuticals, Inc. set forth on Schedule A hereto (the “Stockholder”). Capitalized terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).

AGREEMENT AND PLAN OF MERGER among:

Merger Agreement • March 16th, 2020 • Acelrx Pharmaceuticals Inc • Pharmaceutical preparations • Delaware

• Contract Type
  Merger Agreement
• Filed
  March 16th, 2020
• Company
  Acelrx Pharmaceuticals Inc
• Industry
  Pharmaceutical preparations
• Jurisdiction
  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 AGREEMENT

Co-Promotion Agreement • March 16th, 2020 • Acelrx Pharmaceuticals Inc • Pharmaceutical preparations • New York

• Contract Type
  Co-Promotion Agreement
• Filed
  March 16th, 2020
• Company
  Acelrx Pharmaceuticals Inc
• Industry
  Pharmaceutical preparations
• Jurisdiction
  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”.