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Biotech / Medical : VPHM - Viropharma Inc -- Ignore unavailable to you. Want to Upgrade?

To: scaram(o)uche who wrote (2320)	7/18/2008 7:07:42 PM
From: IRWIN JAMES FRANKEL	Respond to of 2557

Yep, in 11.2(b) Target refers to LEVP: ...then Target shall pay to Buyer an amount equal to $18.5 million (the “Termination Fee”). If Buyer terminates the Agreement pursuant to Section 10.1(h) and the condition set forth in Section 11.2(b)(ii)(2) has not been met, then Target shall pay to Buyer an amount equal to the aggregate amount of all reasonable documented fees and expenses (including all attorneys’ fees, accountants’ fees, financial advisory fees and filing fees) that have been paid or that may become payable by or on behalf of Buyer in connection with the preparation and negotiation of this Agreement and otherwise in connection with the Merger, not to exceed $3.5 million (the “Expense Reimbursement”) in same-day funds two business days following the date of termination of this Agreement;

To: scaram(o)uche who wrote (2320)	7/21/2008 1:25:22 PM
From: IRWIN JAMES FRANKEL	Respond to of 2557

IF the buyout closes, for 6* cents (LEVP at 2.31) you buy: - 50 cents worth of VPHM; and - $0.50 provided Cinryze is approved for acute with orphan status; - $0.50 provided Cinryze does $600M of sales. Not bad for 6 cents. :-) ij In addition to the 6 cents you have the time value on $2.25. either (i)"Cinryze is approved by the FDA for acute treatment of HAE and the FDA grants orphan exclusivity for Cinryze encompassing the acute treatment of HAE to the exclusion of all other human C1 inhibitor products or, (ii) orphan exclusivity for the acute treatment of HAE has not become effective for any third party's human C1 inhibitor product for two years from the later of the date of closing and the date that orphan exclusivity for Cinryze for the prophylaxis of HAE becomes effective." * The second CVR payment of $0.50 per share would become payable when Cinryze reaches at least $600 million in cumulative net product sales within 10 years of closing. biz.yahoo.com