definiens: ) of Ardea Biosciences, Inc., aDelaware corporation ( the and, following the Merger ( as defined below ) the ) and awholly - owned subsidiary of [COMPANY] Inc., a Delaware corporation ( ), ( i ) the certificate(s ) described below ( the ) formerly representing shares of the Company ’s common stock, par value $ 0.001 per share ( the ) and / orthe book - entry Shares described below, as applicable, of the Company, in exchange for $ 32.00 per Share in cash, withoutinterest and less any required withholding taxes ( the ), and/or ( ii ) the warrant(s ) to purchase shares ofthe Company ’s common stock, par value $ 0.001 per share, described below issued by the Company ( the ), inexchange for an amount in cash equal to the product of ( a ) the excess, if any, of the Merger Consideration over the exerciseprice of each such Warrant and ( b ) the number of shares of Common Stock subject to such Warrant, without interest and lessany required withholding taxes ( the ), in each case, pursuant to the terms and subject to theconditions of the Agreement and Plan of Merger ( the ), dated as of April 21, 2012, among the Company, Parent and QAM Corp., a Delaware corporation ( ), and in connection with the merger of Merger Sub with andinto the Company ( the ) . The Merger became effective on [ ], 2012 ( the ) and is described in theProxy Statement mailed to Company shareholders on or about [ ], 2012 . As a result of the Merger, ( x ) each Share issuedand outstanding immediately prior to the Effective Time ( other than any Shares held by Merger Sub or the Company, orshares held by Company shareholders who have and validly exercise appraisal rights under Delaware law ( the ) ) was canceled and converted into the right to receive the Merger Consideration, and ( y ) each Warrant outstandingimmediately prior to the Effective Time, whether or not then vested and exercisable, was fully vested and canceled as of theEffective Time in exchange for the right to receive the Warrant Consideration