Halozyme Therapeutics, Inc SC TO-T, filed Apr 26, 2022

“Federal Funds Rate” means, for any day, the rate per annum calculated by the Federal Reserve Bank of New York based on such day’s federal funds transactions by depository institutions (as determined in such manner as the Federal Reserve Bank of New York shall set forth on its public website from time to time) and published on the next succeeding business day by the Federal Reserve Bank of New York as the federal funds effective rate; provided that if the Federal Funds Rate as so determined would be less than 0.00%, such rate shall be deemed to be 0.00% for purposes of this Agreement.

“Relevant Governmental Body” means the Federal Reserve Board and/or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Federal Reserve Board and/or the Federal Reserve Bank of New York.

“SOFR Adjustment” shall mean 0.10% (10 basis points).

Term SOFR borrowings may be made for interest periods of 1, 3 or 6 months, as selected by the Borrower.

Interest on Term SOFR loans and all fees will be payable in arrears on the basis of a 360-day year, calculated on the basis of the actual number of days elapsed. Interest on Base Rate loans will be payable in arrears on the basis of a 365-day year (or a 366-day year in a leap year) calculated on the basis of the actual number of days elapsed. Interest will be payable on Term SOFR loans on the last day of the

Halozyme Therapeutics, Inc. (HALO)

SC TO-T 2022-04-26

View Original

Added on October 17, 2026

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Exhibit No.		Description

(a)(1)(A)		Offer to Purchase, dated April 26, 2022.*

(a)(1)(B)		Letter of Transmittal (including Guidelines for Certification of Taxpayer Identification Number on IRS Form W-9).*

(a)(1)(C)		Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*

(a)(1)(D)		Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*

(a)(1)(E)		Summary Advertisement, as published in The Wall Street Journal, dated April 26, 2022.*

(a)(5)(A)		Email to employees of Antares Pharma, Inc., dated April 13, 2022 (incorporated herein by reference to Exhibit (a)(5)(A) to the Schedule TO-C filed by Parent with the SEC on April 13, 2022).

(a)(5)(B)		Email to employees of Halozyme Therapeutics, Inc., dated April 13, 2022 (incorporated herein by reference to Exhibit (a)(5)(B) to the Schedule TO-C filed by Parent with the SEC on April 13, 2022).


Exhibit No.		Description

(a)(5)(C)		Halozyme Therapeutics, Inc. employee FAQs, dated April 13, 2022 (incorporated herein by reference to Exhibit (a)(5)(C) to the Schedule TO-C filed by Parent with the SEC on April 13, 2022).

(a)(5)(D)		Letter to partners of Halozyme Therapeutics, Inc., dated April 13, 2022 (incorporated herein by reference to Exhibit (a)(5)(D) to the Schedule TO-C filed by Parent with the SEC on April 13, 2022).

(a)(5)(E)		Halozyme Therapeutics, Inc. infographic, published on April 13, 2022 (incorporated herein by reference to Exhibit (a)(5)(E) to the Schedule TO-C filed by Parent with the SEC on April 13, 2022).

(a)(5)(F)		Social media posts (Twitter and LinkedIn) of Halozyme Therapeutics, Inc., dated April 13, 2022 (incorporated herein by reference to Exhibit (a)(5)(F) to the Schedule TO-C filed by Parent with the SEC on April 13, 2022).

(a)(5)(G)		Transcript of conference call of Halozyme Therapeutics, Inc., held on April 13, 2022 (incorporated herein by reference to Exhibit (a)(5)(G) to the Schedule TO-C filed by Parent with the SEC on April 14, 2022).

(a)(5)(H)		Joint press release of Halozyme Therapeutics, Inc. and Antares Pharma, Inc., dated as of April 13, 2022 (incorporated herein by reference to Exhibit 99.1 to the Schedule TO-C filed by Parent with the SEC on April 13, 2022).

(a)(5)(I)		Investor Presentation of Halozyme Therapeutics, Inc., dated as of April 13, 2022 (incorporated herein by reference to Exhibit 99.2 to the Schedule TO-C filed by Parent with the SEC on April 13, 2022).

(a)(5)(J)		Press Release of Halozyme Therapeutics, Inc., dated as of April 26, 2022.*

(b)(1)		Commitment Letter, dated as of April 12, 2022, by and among Halozyme Therapeutics, Inc., BofA Securities, Inc. and Bank of America N.A.*

(d)(1)		Agreement and Plan of Merger, dated as of April 12, 2022, by and among Halozyme Therapeutics, Inc., Atlas Merger Sub, Inc. and Antares Pharma, Inc. (incorporated herein by reference to Exhibit 2.1 to Halozyme Therapeutics, Inc.’s Form 8-K (File No. 001-32335), filed with the SEC on April 13, 2022).

(d)(2)		Confidentiality Agreement, dated as of February 18, 2022, by and between Halozyme Therapeutics, Inc. and Antares Pharma, Inc.*

(d)(3)		Exclusivity Agreement, dated as of March 17, 2022, by and between Halozyme Therapeutics, Inc. and Antares Pharma, Inc.*

(g)		Not applicable.

(h)		Not applicable.

107		Fee Filing Table.*


Atlas Merger Sub, Inc.

By:		/s/ Nicole LaBrosse
		Name: Nicole LaBrosse
		Title: Treasurer

Halozyme Therapeutics, Inc.

By:		/s/ Nicole LaBrosse
		Name: Nicole LaBrosse
		Title: Senior Vice President, Chief Financial Officer


Exhibit No.		Description

(a)(1)(A)		Offer to Purchase, dated April 26, 2022.*

(a)(1)(B)		Letter of Transmittal (including Guidelines for Certification of Taxpayer Identification Number on IRS Form W-9).*

(a)(1)(C)		Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*

(a)(1)(D)		Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*

(a)(1)(E)		Summary Advertisement, as published in The Wall Street Journal, dated April 26, 2022.*

(a)(5)(A)		Email to employees of Antares Pharma, Inc., dated April 13, 2022 (incorporated herein by reference to Exhibit (a)(5)(A) to the Schedule TO-C filed by Parent with the SEC on April 13, 2022).

(a)(5)(B)		Email to employees of Halozyme Therapeutics, Inc., dated April 13, 2022 (incorporated herein by reference to Exhibit (a)(5)(B) to the Schedule TO-C filed by Parent with the SEC on April 13, 2022).

(a)(5)(C)		Halozyme Therapeutics, Inc. employee FAQs, dated April 13, 2022 (incorporated herein by reference to Exhibit (a)(5)(C) to the Schedule TO-C filed by Parent with the SEC on April 13, 2022).

(a)(5)(D)		Letter to partners of Halozyme Therapeutics, Inc., dated April 13, 2022 (incorporated herein by reference to Exhibit (a)(5)(D) to the Schedule TO-C filed by Parent with the SEC on April 13, 2022).

(a)(5)(E)		Halozyme Therapeutics, Inc. infographic, published on April 13, 2022 (incorporated herein by reference to Exhibit (a)(5)(E) to the Schedule TO-C filed by Parent with the SEC on April 13, 2022).

(a)(5)(F)		Social media posts (Twitter and LinkedIn) of Halozyme Therapeutics, Inc., dated April 13, 2022 (incorporated herein by reference to Exhibit (a)(5)(F) to the Schedule TO-C filed by Parent with the SEC on April 13, 2022).

(a)(5)(G)		Transcript of conference call of Halozyme Therapeutics, Inc., held on April 13, 2022 (incorporated herein by reference to Exhibit (a)(5)(G) to the Schedule TO-C filed by Parent with the SEC on April 14, 2022).

(a)(5)(H)		Joint press release of Halozyme Therapeutics, Inc. and Antares Pharma, Inc., dated as of April 13, 2022 (incorporated herein by reference to Exhibit 99.1 to the Schedule TO-C filed by Parent with the SEC on April 13, 2022).

(a)(5)(I)		Investor Presentation of Halozyme Therapeutics, Inc., dated as of April 13, 2022 (incorporated herein by reference to Exhibit 99.2 to the Schedule TO-C filed by Parent with the SEC on April 13, 2022).

(a)(5)(J)		Press Release of Halozyme Therapeutics, Inc., dated as of April 26, 2022.*

(b)(1)		Commitment Letter, dated as of April 12, 2022, by and among Halozyme Therapeutics, Inc., BofA Securities, Inc. and Bank of America N.A.*

(d)(1)		Agreement and Plan of Merger, dated as of April 12, 2022, by and among Halozyme Therapeutics, Inc., Atlas Merger Sub, Inc. and Antares Pharma, Inc. (incorporated herein by reference to Exhibit 2.1 to Halozyme Therapeutics, Inc.’s Form 8-K (File No. 001-32335), filed with the SEC on April 13, 2022).


Exhibit No.		Description

(d)(2)		Confidentiality Agreement, dated as of February 18, 2022, by and between Halozyme Therapeutics, Inc. and Antares Pharma, Inc.*

(d)(3)		Exclusivity Agreement, dated as of March 17, 2022, by and between Halozyme Therapeutics, Inc. and Antares Pharma, Inc.*

(g)		Not applicable.

(h)		Not applicable.

107		Fee Filing Table.*


		Page

1.	Terms of the Offer		3

2.	Acceptance for Payment and Payment for Shares		4

3.	Procedures for Accepting the Offer and Tendering Shares		5

4.	Withdrawal Rights		9

5.	Certain U.S. Federal Income Tax Consequences of the Offer		9

6.	Price Range of Shares; Dividends on the Shares		12

7.	Certain Information Concerning the Company		13

8.	Certain Information Concerning Parent, Purchaser and Certain Related Persons		13

9.	Source and Amount of Funds		15

10.	Background of the Offer; Past Contacts or Negotiations with the Company		17

11.	The Merger Agreement; Other Agreements		19

12.	Purpose of the Offer; Plans for the Company		41

13.	Certain Effects of the Offer		42

14.	Dividends and Distributions		43

15.	Conditions of the Offer		43

16.	Certain Legal Matters; Regulatory Approvals		45

17.	Appraisal Rights		47

18.	Fees and Expenses		48

19.	Miscellaneous		49


Securities Sought		All of the issued and outstanding shares of common stock, par value $0.01 per share, of the Company.
Price Offered Per Share		$5.60 in cash, without interest and subject to any withholding of taxes required by applicable legal requirements.
Scheduled Expiration of Offer		One minute following 11:59 P.M., Eastern Time, on May 23, 2022, unless the Offer is otherwise extended or earlier terminated.
Purchaser		Atlas Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent.
Company Board Recommendation		The Company Board unanimously recommends that the holders of Shares tender their Shares to Purchaser pursuant to the Offer.


	High		Low
Fiscal Year Ending December 31, 2021
First Quarter	$	5.07	$	3.78
Second Quarter	$	4.49	$	3.56
Third Quarter	$	4.63	$	3.55
Fourth Quarter	$	3.94	$	3.11
Fiscal Year Ending December 31, 2022
First Quarter	$	4.18	$	3.11


Name and Position		Present Principal Occupation or Employment; Material Positions Held During the Last Five Years; Citizenship (if not United States)
Helen Torley Director; President		Helen Torley is a board member of Quest Diagnostics Incorporated, a diagnostic information services company. Dr. Torley previously served as Chief Commercial Officer at Onyx pharmaceuticals from 2011-2013 until the acquisition of Onyx by Amgen in 2013. From 2002-2011 Dr. Torley held several senior commercial positions at Amgen including Vice President and General Manager US Bone Health and Vice President and General Manager US Nephrology. From 1997-2002 she held various senior management positions at Bristol-Myers Squibb, including Regional Vice President of Cardiovascular and Metabolic Sales and Head of Cardiovascular Global Marketing. She began her industry career at Sandoz, which merged with Ciba-Geigy to become Novartis in 1996, where she held a range of positions of increasing responsibility in Clinical Development, culminating in the position of Vice President of Medical Affairs, responsible for overseeing the design and conduct of a broad portfolio of clinical studies across nephrology, rheumatology, oncology and CNS indications. Dr. Torley has served as CEO of Parent since 2014 and as Director and President of Purchaser since 2022. Dr. Torley is a citizen of England.
Nicole LaBrosse Director; Treasurer		Nicole LaBrosse was appointed Chief Financial Officer of Parent in 2022. Previously Ms. LaBrosse served as Parent’s Vice President, Finance and Accounting from January 2020 to February 2022 and as the Company’s Executive Director, Controller from July 2017 to December 2019. From June 2015 to June 2017, she was Parent’s Senior Director, Financial Reporting. Before joining Parent, Ms. LaBrosse was with PricewaterhouseCoopers, LLP from 2004 to 2015. Ms. LaBrosse has served Director and Treasurer of Purchaser since 2022.


Name and Position		Present Principal Occupation or Employment; Material Positions Held During the Last Five Years; Citizenship (if not United States)
Connie Matsui Chair of the Board		Connie Matsui is a board member of Artelo Biosciences, Inc., a biopharmaceutical company and Sutro Biopharma, Inc., a biopharmaceutical company. Ms. Matsui retired from Biogen Idec Inc., a biotechnology company, in January 2009 as the Executive Vice President, Knowledge and Innovation Networks. She served as an Executive Committee member at both Biogen Idec and IDEC Pharmaceuticals, a predecessor of Biogen Idec. Among the many major roles she played after joining IDEC Pharmaceuticals in November 1992 was Senior Vice President, overseeing investor relations, corporate communications, human resources, project management and strategic planning. Prior to entering the biotechnology industry, Ms. Matsui worked for Wells Fargo Bank in general management, marketing and human resources.
Helen Torley Director; President, Chief Executive Officer		Helen Torley is a board member of Quest Diagnostics Incorporated, a diagnostic information services company. Dr. Torley previously served as Chief Commercial Officer at Onyx pharmaceuticals from 2011-2013 until the acquisition of Onyx by Amgen in 2013. From 2002-2011 Dr. Torley held several senior commercial positions at Amgen including Vice President and General Manager US Bone Health and Vice President and General Manager US Nephrology. From 1997-2002 she held various senior management positions at Bristol-Myers Squibb, including Regional Vice President of Cardiovascular and Metabolic Sales and Head of Cardiovascular Global Marketing. She began her industry career at Sandoz, which merged with Ciba-Geigy to become Novartis in 1996, where she held a range of positions of increasing responsibility in Clinical Development, culminating in the position of Vice President of Medical Affairs, responsible for overseeing the design and conduct of a broad portfolio of clinical studies across nephrology, rheumatology, oncology and CNS indications. Dr. Torley has served as CEO of Parent since 2014. Dr. Torley is a citizen of England.
Jeffrey Henderson Director		Jeffrey Henderson is a board member of Becton Dickinson and Company, a medical technology company, Fibrogen, Inc., a biotechnology company and Qualcomm, Inc., a wireless communications and semiconductor company. Mr. Henderson has served as President of JWH Consulting LLC, an investment and business advisory firm, since January 2018. From 2015 to 2019, he served as a Healthcare Advisory Director to Berkshire Partners LLC. Mr. Henderson previously served as the Chief Financial


Name and Position		Present Principal Occupation or Employment; Material Positions Held During the Last Five Years; Citizenship (if not United States)
		Officer of Cardinal Health, Inc., a multinational health care services company, from May 2005 to November 2014, and in an executive capacity until his retirement from Cardinal in August 2015. From 1998 to 2005, Mr. Henderson held various senior management positions at Eli Lilly and Company, a multinational pharmaceutical company, including President and General Manager, Eli Lilly Canada, Inc. and Controller and Treasurer of Eli Lilly, Inc.
Bernadette Connaughton Director		Bernadette Connaughton is a board member of Editas Medicine, Inc., a clinical stage biotechnology company, Syneos Health Inc., a biopharmaceutical services company and Zealand Pharma A/S, a biotechnology company. Ms. Connaughton retired from Bristol-Myers Squibb Pharmaceutical Company, a multinational pharmaceutical company, where she served in senior management positions from 2004 to October 2017. She most recently served as Bristol-Myers Squibb’s President, Intercontinental Region. Ms. Connaughton was recently a member of the board of directors of Visterra, Inc., a private clinical stage biotechnology company, acquired by Otsuka. She also previously served on the European Federation of Pharmaceutical Industry Association, Patient Access and European Markets Committees.
Matthew Posard Director		Matthew Posard is the chairman of the board of DermTech, Inc., a precision dermatology company, the chairman of the board Nautilus Biotechnology, Inc., a development stage life sciences company and a board member of Talis Biomedical, a developer of diagnostic tests for infectious diseases. Mr. Posard is Founding Principal of Explore DNA, a life sciences executive consulting firm, a position he has held since March 2016. Since 2017, he has provided advisory services to CEOs for several emerging life sciences companies. From February 2017 to April 2018, Mr. Posard served as President and Chief Commercial Officer of GenePeeks, Inc., a genetic research company. From March 2015 to April 2016, he served as Chief Commercial Officer of Trovagene, Inc., a molecular diagnostic biotechnology company. From February 2006 to February 2015, he held various commercial and general management positions at Illumina, Inc., a genomics company focusing on DNA sequencing, including senior executive positions overseeing Global Sales, Marketing, and General Manager of Clinical and Consumer Genomics as well as New and Emerging Markets.
Moni Miyashita Director		Moni Miyashita has served as the Chief Strategy Officer of Valo Health, LLC, a technology company built to transform the drug discovery and development process using human-centric data and artificial intelligence computation since May 2019. Prior to Valo Health, from August 2015 to May 2019, she was a Partner at Innosight Consulting, where she provided growth strategy consulting services for businesses in the biotech, healthcare and technology industries. From 2011 to 2015, she


Name and Position		Present Principal Occupation or Employment; Material Positions Held During the Last Five Years; Citizenship (if not United States)
		was a Senior Advisor at McKinsey where she advised senior executive leadership teams on executing strategic M&A. Prior to McKinsey, she served as Vice President, Corporate Development at IBM Corporation, an information technology company, from 1998 to 2011.
Jean-Pierre Bizzari Director		Jean-Pierre Bizzari is a board member of Compugen Ltd., a biotechnology company, Nordic Nanovector ASA, a biotechnology company and Transgene S.A., a biopharmaceutical company. Dr. Bizzari retired from Celgene Corporation, a global pharmaceutical company, having served as Executive Vice President and Global Head of Oncology from October 2012 to December 2015 and as Senior Vice President for Clinical Development Oncology from 2008 to October 2012. Dr. Bizzari was also an assistant in the medical oncology department at La Pitié-Salpêtrière hospital in Paris. Dr. Bizzari is a citizen of France and the United States.
James Daly Director		James Daly is a board member of Acadia Pharmaceutical, Inc., a biopharmaceutical company, argenx S.E., a biopharmaceutical company, Bellicum Pharmaceuticals, Inc., a biopharmaceutical company and Madrigal Pharmaceuticals, Inc., a biopharmaceutical company. Mr. Daly retired from Incyte Corporation, a biopharmaceutical company, where he served as Executive Vice President and Chief Commercial Officer from October 2012 to June 2015. Prior to Incyte, Mr. Daly served in various senior management and commercial positions at Amgen, Inc., a global pharmaceutical company, from January 2002 to December 2011. Prior to Amgen, he worked at GlaxoSmisthKline from 1985 to 2001 in various positions of increasing responsibilities.
Mark Snyder Senior Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary		Mark Snyder joined Parent in January 2022 as Senior Vice President, General Counsel, Chief Compliance Officer and Secretary. Mr. Snyder has nearly 30 years of experience in legal and business management roles. Prior to joining Parent, from January 2008 to December 2021, Mr. Snyder served in various senior positions in the legal department at Qualcomm Incorporated, a wireless communications company, including his most recent positions as Senior Vice President & Deputy General Counsel, Litigation, from April 2016 to December 2021 and Vice President, Patent Counsel, from October 2010 to April 2016. Before Qualcomm, Mr. Snyder served as Lead Intellectual Property Counsel at Kyocera Wireless Corp., a wireless communications company, and has held legal and business management roles in two smaller companies. Mr. Snyder began his legal career as a patent attorney at the law firm of Sheridan Ross & McIntosh.
Nicole LaBrosse Senior Vice President, Chief Financial Officer		Nicole LaBrosse has served as the Senior Vice President, Chief Financial Officer since February 2022 and has over 18 years of public accounting and corporate finance experience. She previously served as Parent’s Vice President, Finance and Accounting from January 2020 to February 2022


Name and Position		Present Principal Occupation or Employment; Material Positions Held During the Last Five Years; Citizenship (if not United States)
		and as Parent’s Executive Director, Controller from July 2017 to December 2019. From June 2015 to June 2017, she was the Parent’s Senior Director, Financial Reporting. Prior to joining Parent, Ms. LaBrosse was an auditor with PricewaterhouseCoopers, LLP from 2004 to 2015.
Michael LaBarre Senior Vice President, Chief Technical Officer		Michael LaBarre joined Parent in June 2008 as Vice President, Product Development and has served in various officer positions most recently as Senior Vice President, Chief Technical Officer since January 2020. Prior to joining Parent, Dr. LaBarre served as Vice President, Product Development at Paramount BioSciences, a pharmaceutical company, from April 2006 to June 2008. Prior to that he served as Director, Analytical and Protein Biochemistry, Discovery Research at Biogen Idec, a pharmaceutical company, from December 2003 to April 2006. He also served in various research and development roles at IDEC Pharmaceuticals Corporation, a pharmaceutical company, from November 1995 to December 2003 most recently as Director, Analytical and Formulation Sciences, R&D. Prior to joining IDEC, Dr. LaBarre held research and development positions at various pharmaceutical companies from July 1992 to November 1995.


DESCRIPTION OF SHARES TENDERED
Name(s) and Address(es) of Registered Owner(s) (If blank, please fill in exactly as name(s) appear(s) on share certificate(s))	Shares Tendered (attach additional list if necessary)
	Certificated Shares**			Book entry Shares
	Certificate Number(s)*	Total Number of Shares Represented by Certificate(s)*	Number of Shares Represented by Certificate(s) Tendered**	Book Entry Shares Tendered




	Total Shares


☐		CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER TO THE ACCOUNT MAINTAINED BY THE DEPOSITARY WITH DTC AND COMPLETE THE FOLLOWING (ONLY FINANCIAL INSTITUTIONS THAT ARE PARTICIPANTS IN DTC MAY DELIVER SHARES BY BOOK-ENTRY TRANSFER):

		Name of Tendering Institution:

		DTC Participant Number:

		Transaction Code Number:


Issue: ☐ Check and/or ☐ Share Certificates to:

Name:
Please Print)

Address:


(Include Zip Code)


(U.S. Taxpayer Identification Number (e.g., Social Security Number or Employer Identification Number))

☐ Credit Shares tendered by book-entry transfer that are not accepted for payment to the DTC account set forth below.


(DTC Account Number)


Issue: ☐ Check and/or ☐ Share Certificates to:

Name:
(Please Print)

Address:



(Include Zip Code)


Area Code and Telephone Number:

Taxpayer Identification No.
(e.g., Social Security No):


Number of Shares to be Tendered:		SIGN HERE

Shares*		Signature(s)

Account No.

Dated , 20

__________________________ Area Code and Phone Number


Tax Identification Number or Social Security Number		Please Print name(s) and address(es) here


Very truly yours,

BofA SECURITIES, INC.

By:		/s/ Matthew Curtin
		Name: Matthew Curtin
		Title: Managing Director

BANK OF AMERICA, N.A.

By:		/s/ Matthew Curtin
		Name: Matthew Curtin
		Title: Managing Director


HALOZYME THERAPEUTICS, INC.,

by		/s/ Nicole LaBrosse
		Name: Nicole LaBrosse
		Title: SVP, CFO


Borrower:		Halozyme Therapeutics, Inc., a Delaware corporation.

Facilities:		A $375.0 million term loan facility (the “Term Loan Facility”).

Lead Arranger and Lead Bookrunner:		BofA Securities (in such capacity, the “Lead Arranger”).

Administrative and Collateral Agent:		Bank of America (in such capacities, the “Administrative Agent” and the “Collateral Agent”).

Lenders:		A syndicate of lenders, including Bank of America and excluding Disqualified Lenders (collectively, the “Lenders”).

Availability:		The Term Loan Facility will be available in a single drawing on the Closing Date. Amounts borrowed under the Term Loan Facility that are repaid or prepaid may not be reborrowed.

Guarantors:		Same as under the Existing Credit Agreement (as defined below), as well as Atlas and each of its subsidiaries (other than a CFC (as defined in the Existing Credit Agreement) or any Subsidiary that is held directly or indirectly by a CFC).

Security:		Same as under the Existing Credit Agreement and shall also include the assets of Atlas and each of its subsidiaries that become Loan Parties on substantially the same basis as the collateral of the existing Loan Parties.

Unrestricted Subsidiaries:		Same as under the Existing Credit Agreement (as defined below).

Use of Proceeds:		The proceeds of the Term Loan Facility will be used on the Closing Date, together with cash on hand, to finance the Transactions.

Maturity Date and Amortization:		The Term Loan Facility will mature on November 30, 2026 (the “Maturity Date”) and will amortize on a quarterly basis in arrears (beginning with the first full fiscal quarter following the Closing Date) at a rate of 2.50% per annum during the first year following the Closing Date, 5.00% per annum during the second year following the Closing Date, 5.00% per annum during the third year following the Closing Date, 7.50% per annum during the fourth year following the Closing Date and 10.00% per annum during the fifth year following the Closing Date, with the balance of the principal amount of the Term Loan Facility to be paid on the Maturity Date.


		Facility and such Incremental Term Facility; vii. any Incremental Term Facility shall otherwise be on terms (including pricing and fees) and pursuant to documentation to be determined by the Borrower and the Additional Incremental Lenders (as defined below) providing the Incremental Term Facility; provided that to the extent such terms (other than pricing and fees) and documentation are not consistent with the applicable Facility (except to the extent permitted above in clauses (i)-(vi)), they shall be reasonably satisfactory to the Administrative Agent (it being understood that, to the extent that any term is added for the benefit of any Incremental Term Facility, no consent shall be required from Lenders under the Term Loan Facility to the extent that such term is (a) also added for the benefit of the Term Loan Facility or (b) is only applicable after the maturity of the Term Loan Facility); viii. the Borrower shall be in compliance with the financial covenants on a pro forma basis to the extent then applicable (provided that, in the case of Incremental Facilities used to finance a Limited Condition Acquisition (to be defined in a manner to be agreed), this clause (viii) and compliance with any representations, warranties, defaults or events of default may be tested at the Borrower’s election at the time of the execution of the acquisition agreement related to such Limited Condition Acquisition); and i. any Incremental Term Facility that is secured shall be subject to intercreditor terms reasonably agreed between the Borrower and the Administrative Agent. The Borrower may seek commitments in respect of the Incremental Facilities from existing Lenders (each of which shall be entitled to agree or decline to participate in its sole discretion) and additional banks, financial institutions and other lenders (other than Disqualified Lenders) who will become Lenders in connection therewith (“Additional Incremental Lenders”).

Hedging Agreements:		Same as under the Existing Credit Agreement.

Interest Rates and Fees:		As set forth on Annex I hereto.

Optional Commitment Reduction and Prepayment:		The Borrower will be permitted, upon written notice, to terminate in whole, or from time to time reduce in part, the commitments of the Lenders under the Facilities without penalty, in minimum amounts equal to the lesser of $5,000,000 and the commitment of such Lender outstanding and in integral multiples of $1,000,000 over $5,000,000.

		The Borrower will be permitted, upon same day notice for Base Rate loans and at least three business days’ notice for Term SOFR loans, to prepay loans under the Facilities in whole or in part without penalty or premium, in minimum amounts equal to, in the case of Term SOFR loans, the lesser of $5,000,000 and the amount outstanding and in


		integral multiples of $1,000,000 over $5,000,000 and, in the case of Base Rate loans, the lesser of $500,000 and the amount outstanding and in integral multiples of $100,000 over $500,000.

Mandatory Prepayment:		After the Closing Date, the following amounts will be applied to prepay loans under the Term Loan Facility, in each case consistent with the Credit Agreement Documentation Principles: (a) 100% of the net cash proceeds of any incurrence of Indebtedness after the Closing Date (other than indebtedness permitted under the definitive documents for the Facilities (other than refinancing debt)) by the Borrower or any of its restricted subsidiaries; and (b) 100% of the net cash proceeds received by the Borrower or any of its subsidiaries of any non-ordinary course asset sales of assets by the Borrower or any of its restricted subsidiaries, subject to (i) a de minimis threshold in an amount to be agreed and (ii) rights to reinvest within 12 months of receipt (or, if the Borrower or the applicable Subsidiary has entered into a binding commitment with respect to such reinvestment within such 12 month period, within 18 months of receipt). Any Lender may elect not to accept its pro rata portion of any mandatory prepayment.

Documentation:		The Facilities will be documented under a credit agreement and related agreements and documentation to be based on that certain Credit Agreement dated as of December 23, 2021, by and among the Company, Halozyme, Inc., a California corporation, each lender from time to time party thereto, and Bank of America, N.A., as administrative agent, a swing line lender and an L/C issuer (the “Existing Credit Agreement”), as modified to reflect the proposed Transactions and the terms and conditions set forth herein, in the annexes hereto and in the Commitment Letter (as modified by the “flex” provisions of the Fee Letter, if applicable); provided that (a) such changes shall be made thereto as are necessary or reasonably appropriate to reflect the terms set forth in this Exhibit B and in the Commitment Letter to which this Exhibit B is attached, (b) updates due to accounting changes and changes in law and other modifications as may be mutually agreed shall be included and (c) modifications to reflect reasonable operational and administrative agency requirements of the Administrative Agent (the “Credit Agreement Documentation Principles”).

Representations and Warranties:		Same as under the Existing Credit Agreement.

Conditions Precedent to Funding:		The borrowings and other extensions of credit under the Facilities on the Closing Date will be subject solely to the Funding Conditions.

Affirmative Covenants:		Same as under the Existing Credit Agreement, and an additional covenant to move the principal deposit accounts of the Loan Parties to Bank of America (or an affiliate thereof) within six (6) months of the


		Closing Date.

Negative Covenants:		Same as under the Negative Covenants set forth in the Existing Credit Agreement, except: • modifications consistent with those set forth in Exhibit A; • modify certain covenants to permit the Transaction; and • modify the restricted payments covenant to: ○ replace the basket in Section 7.06(e) with (i) a general basket for restricted payments in an amount not exceed in the aggregate the greater of $85.0 million and 25% of Consolidated EBITDA, subject to no default or event of default and (ii) a general basket for share repurchases in an amount not exceed in the aggregate the greater of $85.0 million and 25% of Consolidated EBITDA, subject to no default or event of default; ○ add a basket for unlimited restricted payments subject to (i) a Consolidated Total Net Leverage Ratio of not greater than 2.75:1.00, calculated on a pro forma basis giving effect to such restricted payment and (ii) no default or event of default; and ○ add an “available amount” basket for restricted payments and investments based on 50.0% of cumulative Consolidated Net Income and other customary builders, subject to (i) pro forma compliance with the financial covenants referred to below and (ii) no default or event of default.

Financial Covenants:		Maximum Consolidated Net Leverage Ratio: 4.75:1.00, subject to (i) a 25 basis point reduction on each of the first, second and third anniversaries of the Closing Date and (ii) in the event of a Material Acquisition (to be defined in the definitive documentation), a 50 basis point increase for twelve (12) months commencing on the date of such Material Acquisition; provided the maximum Consolidated Net Leverage Ratio after giving effect to such increase shall at no time exceed 4.75:1.00. “Consolidated Net Leverage Ratio” shall be defined as set forth in the Existing Credit Agreement except that all cash and cash equivalents may be netted for purposes of such definition up to a maximum amount of $250.0 million. Minimum Consolidated Interest Coverage Ratio (as defined in the Existing Credit Agreement): 3.00:1.00.

Events of Default:		Same as under the Existing Credit Agreement.

Voting Rights:		Same as under the Existing Credit Agreement.

Assignments and		Same as under the Existing Credit Agreement (as modified to reflect the


Participations:		term loan nature of the facility).

Expenses and Indemnification:		Same as under the Existing Credit Agreement (as defined below).

Governing Law and Jurisdiction:		Same as under the Existing Credit Agreement (as defined below); provided that (a) the accuracy of any Transaction Agreement Representations and whether as a result of a breach thereof the Borrower (or any of the Borrower’s subsidiaries) has the right under the Transaction Agreement not to consummate the Acquisition as a result of such representations in the Transaction Agreement being inaccurate and (b) whether the Acquisition has been consummated in accordance with the Transaction Agreement, shall be governed by, and construed in accordance with the laws of the State of Delaware, without giving effect to any choice or conflict of laws provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of Delaware.

Counsel to Lead Arranger and Administrative Agent:		Cahill Gordon & Reindel LLP


		Applicable Margin
Pricing Level	Consolidated Net Leverage Ratio	SOFR Margin	Base Rate Margin
1	< 1.50:1.00	1.25%	0.25%
2	≥ 1.50:1.00 but < 2.50:1.00	1.50%	0.50%
3	≥ 2.50:1.00 but < 3.50:1.00	1.75%	0.75%
4	≥ 3.50:1.00 but < 4.00:1.00	2.00%	1.00%
5	≥ 4.00:1.00	2.25%	1.25%


		applicable interest period (or at the end of each three months, in the case of interest periods longer than three months) and upon prepayment, and on Base Rate loans quarterly and upon prepayment. The Borrower may select interest periods of one, three or six months for Term SOFR loans, subject to availability. Interest on Term SOFR loans shall be payable at the end of the selected interest period, but no less frequently than every three months, and on the Maturity Date.

Default Rate:		With respect to overdue principal, the applicable interest rate plus 2.00% per annum and, with respect to any other overdue amount, the interest rate applicable to Base Rate loans under the Facilities plus 2.00% per annum.


ANTARES PHARMA, INC.		HALOZYME THERAPEUTICS, INC.

By	/s/ Peter Graham	By	/s/ Mark Snyder
Print Name	Peter Graham	Print Name	Mark Snyder
Title	Executive Vice President, General Counsel	Title	Senior Vice President, General Counsel


Very truly yours,

HALOZYME THERAPEUTICS, INC.

By:		/s/ Helen Torley
		Name: Helen Torley
		Title: Chief Executive Officer

Accepted and agreed as of the date first set forth above:

ANTARES PHARMA, INC.

By:		/s/ Robert F. Apple
		Name: Robert F. Apple
		Title: President and Chief Executive Officer