Documentation and Information from Tender and Support Agreement
This TENDER AND SUPPORT AGREEMENT (this Agreement), dated as of January 8, 2017, is entered into by and among Takeda Pharmaceutical Company Limited, a corporation organized under the laws of Japan (Parent), Kiku Merger Co., Inc., a Delaware corporation and an indirect wholly-owned subsidiary of Parent (Merger Sub), and the individual or entity set forth on Schedule A hereto (the Stockholder). All 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).
Documentation and Information. The Stockholder shall not make any public announcement regarding this Agreement and the transactions contemplated hereby without the prior written consent of Parent (such consent not to be unreasonably withheld), except (a) as the Stockholder reasonably determines (based on the advice of its legal counsel) is required to be disclosed by applicable Law (provided that reasonable notice of any such disclosure will be provided to Parent) or (b) for any such announcement that is supportive of the transactions contemplated by the Merger Agreement and not inconsistent with any press release issued by Parent or the Company in connection with or relating to the Merger and the transactions contemplated thereby. The Stockholder consents to and hereby authorizes Parent and Merger Sub to publish and disclose in all documents and schedules filed with the SEC, and any press release or other disclosure document that Parent or Merger Sub reasonably determines to be necessary in connection with the Offer, the Merger and any transactions contemplated by the Merger Agreement, the Stockholders identity and ownership of the Subject Shares, the existence of this Agreement, the nature of the Stockholders commitments and obligations under this Agreement and any other information that Parent reasonably determines, after consultation with outside counsel, is required to be disclosed by Law, and the Stockholder acknowledges that Parent and Merger Sub may, in Parents sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental Authority (provided that notice of any such disclosure will be provided to the Stockholder to the extent reasonably practicable).