Form of Contingent Value Rights AgreementRights Agreement • March 16th, 2020 • Acelrx Pharmaceuticals Inc • Pharmaceutical preparations • 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”).
AGREEMENT AND PLAN OF MERGER among:Agreement and Plan of Merger • March 16th, 2020 • Acelrx Pharmaceuticals Inc • Pharmaceutical preparations • 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 AGREEMENTCo-Promotion Agreement • March 16th, 2020 • Acelrx Pharmaceuticals Inc • Pharmaceutical preparations • 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”.
EXCHANGE AGREEMENTExchange Agreement • March 16th, 2020 • Acelrx Pharmaceuticals Inc • Pharmaceutical preparations • 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).
