RECEPTOS. INC. NONDISCLOSURE AGREEMENTNondisclosure Agreement • July 28th, 2015 • Celgene Corp /De/ • Pharmaceutical preparations • New York
This NONDISCLOSURE AGREEMENT (the “Agreement”), dated as of August 28, 2013 (the “Effective Date”), is entered into by and between Receptos, Inc., a Delaware corporation having its principal place of business at 10835 Road to the Cure, Suite #205, San Diego, CA 92121 (“Receptos”), and Celgene Corporation, a Delaware corporation having its principal place of business at 86 Morris Avenue, Summit, New Jersey 07901 (the “Company”), with reference to the following facts:
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, AT THE END OF THE DAY ON MONDAY, AUGUST 24, 2015, UNLESS THE OFFER IS EXTENDED. Offer to Purchase • July 28th, 2015 • Celgene Corp /De/ • Pharmaceutical preparations
Strix Corporation, a Delaware corporation (“Purchaser”) and a direct wholly-owned subsidiary of Celgene Corporation, a Delaware corporation (“Celgene”), hereby offers to purchase all outstanding shares of common stock, par value $0.001 per share (the “Shares”), of Receptos, Inc., a Delaware corporation (“Receptos”), other than any Shares that are owned immediately prior to the commencement of the Offer (as defined below) by Celgene, Purchaser, Receptos or any of their wholly-owned subsidiaries (the “Cancelled Company Shares”), at a price of $232.00 per share, net to the seller in cash (the “Offer Price”), without interest thereon and less any required withholding taxes, upon the terms and subject to the conditions set forth in this Offer to Purchase and in the related Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the “Offer”).
