definiens: ), and, at the Effective Time ( as defined in the Merger Agreement),Merger Sub will be merged ( the ) with and into [COMPANY], with [COMPANY] continuing as the surviving corporation and asa wholly - owned subsidiary of the Company;WHEREAS, the consideration to be paid for each share of [COMPANY] Common Stock by Merger Sub in the Offer andpursuant to the Merger Agreement includes contingent consideration payments as hereinafter described ( each, an and collectively, the ) ; WHEREAS, each holder of [COMPANY] Common Stock who tenders [COMPANY] Common Stock in the Offer or who is entitledto receive the Merger Consideration ( as defined in the Merger Agreement ) will also receive one or more Octreotide CCCPs inconsideration for such holder ’s shares of [COMPANY] Common Stock in the amounts and subject to the terms and conditions setforth herein;WHEREAS, all things necessary have been done to make the obligations of the Company hereunder the validobligations of the Company, and to make this Agreement a valid agreement of the Company, in accordance with its terms;WHEREAS, the Company desires the Paying Agent to act on behalf of the Company, and the Paying Agent is willing tomake payments in satisfaction of the Company ’s obligations with respect to the Octreotide CCCPs as provided herein