FORM OF CONTINGENT VALUE RIGHTS AGREEMENTContingent Value Rights Agreement • May 23rd, 2016 • Grupo Ferrer Internacional, S.A. • Pharmaceutical preparations • Delaware
THIS CONTINGENT VALUE RIGHTS AGREEMENT, dated as of [●], 2016 (this “Agreement”), is entered into by and between Grupo Ferrer Internacional, S.A., a Spanish sociedad anonima (“Parent”), and [●], a [●] (the “Rights Agent”).
Grupo Ferrer Internacional, S.A. Diagonal 549, 5a planta E-08029 Barcelona, SpainGrupo Ferrer Internacional, S.A. • May 23rd, 2016 • Pharmaceutical preparations • New York
Reference is made to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of the date hereof, by and between Grupo Ferrer Internacional, S.A. (“Ferrer”), Ferrer Pharma Inc., and Alexza Pharmaceuticals, Inc. (“Alexza”, and each of Alexza and Ferrer, a “Party”). In connection with the transactions contemplated by the Merger Agreement (collectively, the “Transaction”), the Parties desire to exchange certain information concerning the Parties and the Transaction. In consideration for, and as a condition of, such information being made available, the Parties agree to, and to direct their Representatives (as defined below) to, treat, or cause to be treated, all Confidential Information (as defined below) in accordance with the provisions of this letter agreement (this “Agreement”), and to take or abstain from taking, as applicable, the other actions hereinafter set forth.
