Terms of the Transaction.
Material Terms. The information set forth in the Offer to Purchase under the following captions is incorporated herein by reference:
SUMMARY TERM SHEET
INTRODUCTION
THE TENDER OFFERSection 1 (Terms of the Offer)
THE TENDER OFFERSection 2 (Acceptance for Payment and Payment for Shares)
THE TENDER OFFERSection 3 (Procedures for Accepting the Offer and Tendering Shares)
THE TENDER OFFERSection 4 (Withdrawal Rights)
THE TENDER OFFERSection 5 (Certain United States Federal Income Tax Consequences)
THE TENDER OFFERSection 11 (The Merger Agreement; Other AgreementsThe Merger Agreement)
THE TENDER OFFERSection 12 (Purpose of the Offer; Plans for La JollaPurpose of the Offer)
THE TENDER OFFERSection 14 (Certain Effects of the Offer)
Past Contacts, Transactions, Negotiations and Arrangements.
(a)
Transactions. The information set forth in the Offer to Purchase under the following captions is incorporated herein by reference:
SUMMARY TERM
SHEET
THE TENDER OFFERSection 8 (Certain Information Concerning Parent and Purchaser)
THE TENDER OFFERSection 10 (Background of the Offer; Past Contacts or Negotiations with La Jolla)
THE TENDER OFFERSection 11 (The Merger Agreement; Other AgreementsSupport Agreement)
THE TENDER OFFERSection 20 (Transactions and Arrangements Concerning the Shares and Other Securities of La Jolla)
(b) Significant Corporate Events. The information set forth in the Offer to Purchase under the following captions is incorporated herein by reference:
SUMMARY TERM SHEET
THE TENDER OFFERSection 8
(Certain Information Concerning Parent and Purchaser)
THE TENDER OFFERSection 10 (Background of the Offer; Past Contacts or
Negotiations with La Jolla)
THE TENDER OFFERSection 11 (The Merger Agreement; Other Agreements)
THE TENDER OFFERSection 12 (Purpose of the Offer; Plans for La Jolla)
THE TENDER OFFERSection 19 (Transactions and Arrangements Concerning the Shares and Other Securities of La Jolla)
Purposes of the Transaction and Plans or Proposals.
Purposes. The information set forth in the Offer to Purchase under the caption THE TENDER OFFERSection 12 (Purpose of the Offer; Plans
for La Jolla) is incorporated herein by reference.
(c) (1)(7) Plans. The information set forth in the Offer to Purchase under the
following captions is incorporated herein by reference:
SUMMARY TERM SHEET
THE TENDER OFFERSection 9 (Source and Amount of Funds)
THE TENDER OFFERSection 10 (Background of the Offer; Past Contacts or Negotiations with La Jolla)
THE TENDER OFFERSection 11 (The Merger Agreement; Other Agreements)
THE TENDER OFFERSection 12 (Purpose of the Offer; Plans for La Jolla)
THE TENDER OFFERSection 14 (Certain Effects of the Offer)
THE TENDER OFFERSection 15 (Dividends and Distributions)
THE TENDER OFFERSection 20 (Interests of Certain La Jolla Directors and Executive Officers in the Offer and Merger)