Common use of Book-Entry Transfer Clause in Contracts

Book-Entry Transfer. The Depositary will establish an account with respect to the Shares at DTC for purposes of the Offer within two business days after the date of this Offer to Purchase. Any financial institution that is a participant in the system of DTC may make a book-entry delivery of Shares by causing DTC to transfer such Shares into the Depositary's account at DTC in accordance with DTC's procedures for such transfer. However, although delivery of Shares may be effected through book-entry transfer at DTC, either the Letter of Transmittal (or a manually signed facsimile thereof), properly completed and duly executed, together with any required signature guarantees, or an Agent's Message in lieu of the Letter of Transmittal, and any other required documents, must, in any case, be received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase prior to the Expiration Date, or the tendering stockholder must comply with the guaranteed delivery procedures described below under "Guaranteed Delivery." Delivery of documents to DTC does not constitute delivery to the Depositary. Signature Guarantees for Shares. No signature guarantee is required on the Letter of Transmittal (i) if the Letter of Transmittal is signed by the registered holder(s) (which term, for purposes of this Section 3, includes any participant in DTC's systems whose name appears on a security position listing as the owner of the Shares) of the Shares tendered therewith, unless such holder or holders have completed either the box entitled "Special Delivery Instructions" or the box entitled "Special Payment Instructions" on the Letter of Transmittal or (ii) if the Shares are tendered for the account of a financial institution (including most commercial banks, savings and loan associations and brokerage houses) that is a member in good standing of the Security Transfer Agents Medallion Program or any other "eligible guarantor institution," as such term is defined in Rule 17Ad-15 of the Exchange Act (each an "Eligible Institution" and collectively "Eligible Institutions"). In all other cases, all signatures on a Letter of Transmittal must be guaranteed by an Eligible Institution. See Instruction 1 of the Letter of Transmittal. If a Share Certificate is registered in the name of a person or persons other than the signers of the Letter of Transmittal, or if payment is to be made or delivered to, or a Share Certificate not accepted for payment or not tendered is to be issued in, the name(s) of a person or persons other than the registered holder(s), then the Share Certificate must be endorsed or accompanied by appropriate duly executed stock powers, in either case signed exactly as the name(s) of the registered holder(s) appear on the Share Certificate, with the signature(s) on such Share Certificate or stock powers guaranteed by an Eligible Institution as provided in the Letter of Transmittal. See Instructions 1 and 5 of the Letter of Transmittal.

Book-Entry Transfer. The Depositary will establish an account with respect to the Shares at DTC for purposes of the Offer within two business days after the date of this Offer to Purchase. Any financial institution that is a participant in the system of DTC may make a book-entry delivery of Shares by causing DTC to transfer such Shares into the Depositary's ’s account at DTC in accordance with DTC's ’s procedures for such transfer. However, although delivery of Shares may be effected through book-entry transfer at DTC, either the Letter of Transmittal (or a manually signed facsimile thereof), properly completed and duly 6 Table of Contents executed, together with any required signature guarantees, or an Agent's ’s Message in lieu of the Letter of Transmittal, and any other required documents, must, in any case, be received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase prior to the Expiration DateDate or the expiration of the subsequent offering period, if any, or the tendering stockholder must comply with the guaranteed delivery procedures procedure described below under "Guaranteed Delivery." below. Delivery of documents to DTC does not constitute delivery to the Depositary. Signature Guarantees for SharesGuarantees. No signature guarantee is required on the Letter of Transmittal (i1) if the Letter of Transmittal is signed by the registered holder(s) (which term, for purposes of this Section 3, includes any participant in DTC's ’s systems whose name appears on a security position listing as the owner of the Shares) of the Shares tendered therewith, unless such holder or holders have has completed either the box entitled "“Special Delivery Payment Instructions" ” or the box entitled "“Special Payment Delivery Instructions" ” on the Letter of Transmittal or (ii2) if the Shares are tendered for the account of a financial institution (including most commercial banks, savings and loan associations and brokerage houses) that is a member in good standing of in the Security Securities Transfer Agents Medallion Program or any other "“eligible guarantor institution," ” as such term is defined in Rule 17Ad-15 of the Exchange Act (each an "“Eligible Institution" ” and collectively "“Eligible Institutions"”). In all other cases, all signatures on a Letter of Transmittal must be guaranteed by an Eligible Institution. See Instruction 1 of the Letter of Transmittal. If a Share Certificate is registered in the name of a person or persons other than the signers signer of the Letter of Transmittal, or if payment is to be made or delivered to, or a Share Certificate not accepted for payment or not tendered is to be issued in, the name(s) name of a person or persons other than the registered holder(s)holder, then the Share Certificate must be endorsed or accompanied by appropriate duly executed stock powers, in either case signed exactly as the name(s) name of the registered holder(s) appear holder appears on the Share Certificate, with the signature(s) signature on such Share Certificate or stock powers guaranteed by an Eligible Institution as provided in the Letter of Transmittal. See Instructions 1 and 5 of the Letter of Transmittal.

Book-Entry Transfer. The Depositary will establish an account with respect to the Shares at DTC for purposes of the Offer within two (2) business days after the date of this Offer to Purchase. Any financial institution that is a participant in the system of DTC may make a book-entry delivery of Shares by causing DTC to transfer such Shares into the Depositary's ’s account at DTC in accordance with DTC's ’s procedures for such transfer. However, although delivery of Shares may be effected through book-entry transfer at DTC, either the Letter of Transmittal (or a manually signed facsimile thereof), properly completed and duly executed, together with any required signature guarantees, or an Agent's ’s Message in lieu of the Letter of Transmittal, and any other required documents, must, in any case, be received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase prior to the Offer Expiration Date, or the tendering stockholder must comply with the guaranteed delivery procedures described below under "Guaranteed Delivery." Time. Delivery of documents to DTC does not constitute delivery to the Depositary. Signature Guarantees No Guaranteed Delivery. We are not providing for Sharesguaranteed delivery procedures. No Therefore, the Company stockholders must allow sufficient time for the necessary tender procedures to be completed during normal business hours of The Depository Trust Company. In addition, for the Company stockholders who are registered holders, the Letter of Transmittal, properly completed and duly executed, together with any required signature guarantee is guarantees and any other documents required on by the Letter of Transmittal (i) if or in the case of a book-entry transfer, an Agent’s Message in lieu of the Letter of Transmittal is signed and such other documents) must be received by the registered holder(s) (which termDepositary prior to one minute after 11:59 p.m., for purposes of this Section 3Eastern time, includes any participant in DTC's systems whose name appears on a security position listing as the owner of the Shares) of the Shares tendered therewith, unless such holder or holders have completed either the box entitled "Special Delivery Instructions" or the box entitled "Special Payment Instructions" on the Letter of Transmittal or (ii) if Expiration Date. The Company stockholders must tender their Shares in accordance with the Shares are tendered for the account of a financial institution (including most commercial banks, savings procedures set forth in this Offer to Purchase and loan associations and brokerage houses) that is a member in good standing of the Security Transfer Agents Medallion Program or any other "eligible guarantor institution," as such term is defined in Rule 17Ad-15 of the Exchange Act (each an "Eligible Institution" and collectively "Eligible Institutions"). In all other cases, all signatures on a Letter of Transmittal must be guaranteed by an Eligible Institution. See Instruction 1 of the Letter of Transmittal. If a Share Certificate is registered in Tenders received by the name Depositary after the Expiration Date will be disregarded and be of a person or persons other than the signers of the Letter of Transmittal, or if payment is to be made or delivered to, or a Share Certificate not accepted for payment or not tendered is to be issued in, the name(s) of a person or persons other than the registered holder(s), then the Share Certificate must be endorsed or accompanied by appropriate duly executed stock powers, in either case signed exactly as the name(s) of the registered holder(s) appear on the Share Certificate, with the signature(s) on such Share Certificate or stock powers guaranteed by an Eligible Institution as provided in the Letter of Transmittal. See Instructions 1 and 5 of the Letter of Transmittalno effect.

Book-Entry Transfer. The Depositary Depository will establish an account with respect to the Shares at DTC for purposes of the Offer within two business days after the date of this Offer to Purchase. Any , and any financial institution that is a participant in the system of DTC may make a book-entry delivery of Shares by causing the DTC to transfer such Shares into the DepositaryDepository's account at DTC in accordance with the procedures of DTC's procedures for such transfer. However, although delivery of Shares may be effected through book-entry transfer at DTCtransfer, either the Letter of Transmittal (or a manually signed facsimile thereof), properly completed and duly executed, together with any required signature guarantees, guarantees or an Agent's Message in lieu of the Letter of Transmittal, and any other required documents, must, in any case, be received by the Depositary Depository at one of its addresses set forth on the back cover of this Offer to Purchase prior to the Expiration Date, or the tendering stockholder must comply with the guaranteed delivery procedures described below under must be complied with. DELIVERY OF THE LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS TO DTC DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITORY. Except as provided below, all signatures on all Letters of Transmittal must be guaranteed by a recognized member of a Medallion Signature Guarantee Program (each of the foregoing, an "Guaranteed Delivery." Delivery of documents to DTC does not constitute delivery to the DepositaryEligible Institution"). Signature Guarantees for Shares. No signature guarantee is required Signatures on the a Letter of Transmittal need not be guaranteed if: (i1) if the Letter of Transmittal is signed by the a registered holder(s) (which term, for purposes of this Section 3, includes any participant in DTC's systems whose name appears on a security position listing as the owner of the Shares) holder of the Shares tendered therewith, unless and such holder or holders have has not completed either the box entitled "Special Payment Instructions," or the box entitled "Special Delivery Instructions" or the box entitled "Special Payment Instructions" on the Letter of Transmittal Transmittal; or (ii2) if the such Shares are tendered for the account of a financial institution (including most commercial banks, savings and loan associations and brokerage houses) that is a member in good standing of the Security Transfer Agents Medallion Program or any other "eligible guarantor institution," as such term is defined in Rule 17Ad-15 of the Exchange Act (each an "Eligible Institution" and collectively "Eligible Institutions"). In all other cases, all signatures on a Letter of Transmittal must be guaranteed by an Eligible Institution. See Instruction 1 of 33 36 If the Letter of Transmittal. If a Share Certificate is certificates evidencing Shares are registered in the name of a person or persons other than the signers signer of the Letter of Transmittal, or if payment is to be made or delivered to, certificates for Shares which are not tendered or a Share Certificate not accepted for payment or not tendered is are to be issued in, the name(s) of returned to a person or persons other than the registered holder(s)holder of the certificates surrendered, then the Share Certificate such tendered certificates must be endorsed or accompanied by appropriate duly executed stock powers, in either case powers signed exactly as the name(s) name or names of the registered holder(s) holder or holders appear on the Share Certificatecertificates, with the signature(s) on such Share Certificate the certificate or stock powers guaranteed by an Eligible Institution as provided in the Letter of Transmittaldescribed above. See Instructions 1 and Instruction 5 of the Letter of Transmittal.. (c)

Book-Entry Transfer. The Depositary will establish an account with respect to the Shares at DTC for purposes of the Offer within two business days after the date of this Offer to Purchase. Any financial institution that is a participant in the system of DTC may make a book-entry delivery of Shares by causing DTC to transfer such Shares into the Depositary's ’s account at DTC in accordance with DTC's ’s procedures for such transfer. However, although delivery of Shares may be effected through book-entry transfer at DTC, either the Letter of Transmittal (or a manually signed facsimile thereof)Transmittal, properly completed and duly executed, together with any required signature guarantees, or an Agent's ’s Message in lieu of the Letter of Transmittal, and any other required documents, must, in any case, be received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase prior to the Expiration Date, or the tendering stockholder must comply with the guaranteed delivery procedures described below under "Guaranteed Delivery." . Delivery of documents to DTC does not constitute delivery to the Depositary. Signature Guarantees No Guaranteed Delivery. We are not providing for Sharesguaranteed delivery procedures. No signature guarantee Therefore, ARMO stockholders must allow sufficient time for the necessary tender procedures to be completed during normal business hours of The Depository Trust Company, which is required earlier than one minute after 11:59 p.m., Eastern time, on the Expiration Date. In addition, for ARMO stockholders who are registered holders, the Letter of Transmittal Transmittal, properly completed and duly executed, together with any required signature guarantees (i) if or in the case of a book-entry transfer, an Agent’s Message in lieu of the Letter of Transmittal is signed Transmittal) and any other documents required by the registered holder(s) (which term, for purposes of this Section 3, includes any participant in DTC's systems whose name appears on a security position listing as the owner of the Shares) of the Shares tendered therewith, unless such holder or holders have completed either the box entitled "Special Delivery Instructions" or the box entitled "Special Payment Instructions" on the Letter of Transmittal or (ii) if the Shares are tendered for the account of a financial institution (including most commercial banks, savings and loan associations and brokerage houses) that is a member in good standing of the Security Transfer Agents Medallion Program or any other "eligible guarantor institution," as such term is defined in Rule 17Ad-15 of the Exchange Act (each an "Eligible Institution" and collectively "Eligible Institutions"). In all other cases, all signatures on a Letter of Transmittal must be guaranteed received by an Eligible Institutionthe Depositary prior to one minute after 11:59 p.m., Eastern time, on the Expiration Date. See Instruction 1 of ARMO stockholders must tender their Shares in accordance with the procedures set forth in this Offer to Purchase and the Letter of Transmittal. If a Share Certificate is registered in Tenders received by the name Depositary after the Expiration Date will be disregarded and of a person or persons other than the signers of the Letter of Transmittal, or if payment is to be made or delivered to, or a Share Certificate not accepted for payment or not tendered is to be issued in, the name(s) of a person or persons other than the registered holder(s), then the Share Certificate must be endorsed or accompanied by appropriate duly executed stock powers, in either case signed exactly as the name(s) of the registered holder(s) appear on the Share Certificate, with the signature(s) on such Share Certificate or stock powers guaranteed by an Eligible Institution as provided in the Letter of Transmittal. See Instructions 1 and 5 of the Letter of Transmittalno effect.

Book-Entry Transfer. The Depositary will establish an account with respect to the Shares at DTC for purposes of the Offer within two business days after the date of this Offer to Purchase. Any financial institution that is a participant in the system Table of Contents of DTC may make a book-entry delivery of Shares by causing DTC to transfer such Shares into the Depositary's ’s account at DTC in accordance with DTC's ’s procedures for such transfer. However, although delivery of Shares may be effected through book-entry transfer at DTC, either the Letter of Transmittal (or a manually signed facsimile thereof)Transmittal, properly completed and duly executed, together with any required signature guarantees, or an Agent's ’s Message in lieu of the Letter of Transmittal, and any other required documents, must, in any case, be received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase prior to the Expiration Date, or the tendering stockholder must comply with the guaranteed delivery procedures described below under "Guaranteed Delivery." . Delivery of documents to DTC does not constitute delivery to the Depositary. Signature Guarantees No Guaranteed Delivery. We are not providing for Sharesguaranteed delivery procedures. No signature guarantee Therefore, Audentes stockholders must allow sufficient time for the necessary tender procedures to be completed during normal business hours of The Depository Trust Company, which is required earlier than 12:00 midnight, New York City time, at the end of the day on the Expiration Date. In addition, for Audentes stockholders who are registered holders, the Letter of Transmittal Transmittal, properly completed and duly executed, together with any required signature guarantees (i) if or in the case of a book-entry transfer, an Agent’s Message in lieu of the Letter of Transmittal is signed Transmittal) and any other documents required by the registered holder(s) (which term, for purposes of this Section 3, includes any participant in DTC's systems whose name appears on a security position listing as the owner of the Shares) of the Shares tendered therewith, unless such holder or holders have completed either the box entitled "Special Delivery Instructions" or the box entitled "Special Payment Instructions" on the Letter of Transmittal or (ii) if the Shares are tendered for the account of a financial institution (including most commercial banks, savings and loan associations and brokerage houses) that is a member in good standing of the Security Transfer Agents Medallion Program or any other "eligible guarantor institution," as such term is defined in Rule 17Ad-15 of the Exchange Act (each an "Eligible Institution" and collectively "Eligible Institutions"). In all other cases, all signatures on a Letter of Transmittal must be guaranteed received by an Eligible Institutionthe Depositary prior to 12:00 midnight, New York City time, at the end of the day on the Expiration Date. See Instruction 1 of Audentes stockholders must tender their Shares in accordance with the procedures set forth in this Offer to Purchase and the Letter of Transmittal. If a Share Certificate is registered in Tenders received by the name Depositary after the Expiration Date will be disregarded and of a person or persons other than the signers of the Letter of Transmittal, or if payment is to be made or delivered to, or a Share Certificate not accepted for payment or not tendered is to be issued in, the name(s) of a person or persons other than the registered holder(s), then the Share Certificate must be endorsed or accompanied by appropriate duly executed stock powers, in either case signed exactly as the name(s) of the registered holder(s) appear on the Share Certificate, with the signature(s) on such Share Certificate or stock powers guaranteed by an Eligible Institution as provided in the Letter of Transmittal. See Instructions 1 and 5 of the Letter of Transmittalno effect.

Book-Entry Transfer. The Depositary will establish an account with respect to the Shares at DTC for purposes of the Offer within two business days after the date of this Offer to Purchase. Any financial institution that is a participant in the system of DTC may make a book-entry delivery of Shares by causing DTC to transfer such Shares into the Depositary's ’s account at DTC in accordance with DTC's ’s procedures for such transfer. However, although delivery of Shares may be effected through book-entry transfer at DTC, either the Letter of Transmittal (or a manually signed facsimile thereof), properly completed and duly executed, together with any required signature guarantees, or an Agent's ’s Message in lieu of the Letter of Transmittal, and any other required documents, must, in any case, be received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase prior to the Expiration Date, or the tendering stockholder must comply with the guaranteed delivery procedures procedure described below under "Guaranteed Delivery." below. Delivery of documents to DTC does not constitute delivery to the Depositary. Signature Guarantees for SharesGuarantees. No signature guarantee is required on the Letter of Transmittal (i) if the Letter of Transmittal is signed by the registered holder(s) (which term, for purposes of this Section 3, includes any participant in DTC's ’s systems whose name appears on a security position listing as the owner of the Shares) of the Shares tendered therewith, unless such holder or holders have has completed either the box entitled "“Special Delivery Instructions" ” or the box entitled "“Special Payment Instructions" ” on the Letter of Transmittal or (ii) if the Shares are tendered for the account of a financial institution (including most commercial banks, savings and loan associations and brokerage houses) that is a member in good standing of goodstanding in the Security Transfer Agents Medallion Program or any other "“eligible guarantor institution," ” as such term is defined in Rule 17Ad-15 of the Exchange Act (each an "“Eligible Institution" ” and collectively "“Eligible Institutions"”). In all other cases, all signatures on a Letter of Transmittal must be guaranteed by an Eligible Institution. See Instruction 1 of the Letter of Transmittal. If a Share Certificate is registered in the name of a person or persons other than the signers signer of the Letter of Transmittal, or if payment is to be made or delivered to, or a Share Certificate not accepted for payment or not tendered is to be issued in, the name(s) of a person or persons other than the registered holder(s), then the Share Certificate must be endorsed or accompanied by appropriate duly executed stock powers, in either case signed exactly as the name(s) of the registered holder(s) appear on the Share Certificate, with the signature(s) on such Share Certificate or stock powers guaranteed by an Eligible Institution as provided in the Letter of Transmittal. See Instructions 1 and 5 of the Letter of Transmittal.

Book-Entry Transfer. The Depositary will establish an account with respect to the Shares at DTC for purposes of the Offer within two business days after the date of this Offer to Purchase. Any financial institution that is a participant in the system of DTC may make a book-entry delivery of Shares by causing DTC to transfer such Shares into the Depositary's ’s account at DTC in accordance with DTC's ’s procedures for such transfer. However, although delivery of Shares may be effected through book-entry transfer at DTC, either the Letter of Transmittal (or a manually signed facsimile thereof)Transmittal, properly completed and duly executed, together with any required signature guarantees, or an Agent's ’s Message in lieu of the Letter of Transmittal, and any other required documents, must, in any case, be received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase prior to the Expiration Date, or the tendering stockholder must comply with the guaranteed delivery procedures described below under "Guaranteed Delivery." . Delivery of documents to DTC does not constitute delivery to the Depositary. Signature Guarantees No Guaranteed Delivery. We are not providing for Sharesguaranteed delivery procedures. No signature guarantee Therefore, Loxo Oncology stockholders must allow sufficient time for the necessary tender procedures to be completed during normal business hours of The Depository Trust Company, which is required earlier than one minute after 11:59 p.m., Eastern time, on the Expiration Date. In addition, for Loxo Oncology stockholders who are registered holders, the Letter of Transmittal Transmittal, properly completed and duly executed, together with any required signature guarantees (i) if or in the case of a book-entry transfer, an Agent’s Message in lieu of the Letter of Transmittal is signed Transmittal) and any other documents required by the registered holder(s) (which term, for purposes of this Section 3, includes any participant in DTC's systems whose name appears on a security position listing as the owner of the Shares) of the Shares tendered therewith, unless such holder or holders have completed either the box entitled "Special Delivery Instructions" or the box entitled "Special Payment Instructions" on the Letter of Transmittal or (ii) if the Shares are tendered for the account of a financial institution (including most commercial banks, savings and loan associations and brokerage houses) that is a member in good standing of the Security Transfer Agents Medallion Program or any other "eligible guarantor institution," as such term is defined in Rule 17Ad-15 of the Exchange Act (each an "Eligible Institution" and collectively "Eligible Institutions"). In all other cases, all signatures on a Letter of Transmittal must be guaranteed received by an Eligible InstitutionTable of Contents the Depositary prior to one minute after 11:59 p.m., Eastern time, on the Expiration Date. See Instruction 1 of Loxo Oncology stockholders must tender their Shares in accordance with the procedures set forth in this Offer to Purchase and the Letter of Transmittal. If a Share Certificate is registered in Tenders received by the name Depositary after the Expiration Date will be disregarded and of a person or persons other than the signers of the Letter of Transmittal, or if payment is to be made or delivered to, or a Share Certificate not accepted for payment or not tendered is to be issued in, the name(s) of a person or persons other than the registered holder(s), then the Share Certificate must be endorsed or accompanied by appropriate duly executed stock powers, in either case signed exactly as the name(s) of the registered holder(s) appear on the Share Certificate, with the signature(s) on such Share Certificate or stock powers guaranteed by an Eligible Institution as provided in the Letter of Transmittal. See Instructions 1 and 5 of the Letter of Transmittalno effect.