Merck & Co., Inc. — Director's Dealing 2019

Dec 16, 2019

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: ARQULE INC (ARQL)
CIK: 0001019695
Period of Report: 2019-12-06

Reporting Person: Merck & Co., Inc. (N/A)
Reporting Person: Merck Sharp & Dohme Corp. (N/A)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $0.01	0	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option (right to buy)	$		Common Stock, par value $0.01 (0)		Indirect
Common Stock Warrants (right to buy)	$		Common Stock, par value $0.01 (0)		Indirect

Footnotes

F1: This Form 3 is being filed solely due to the entry by Merck Sharp & Dohme Corp. ("Parent") and Argon Merger Sub, Inc. ("Purchaser") into Support Agreements (each, a "Support Agreement") with certain stockholders of ArQule, Inc. ("ArQule"). The Support Agreements were entered into in connection with the Agreement and Plan of Merger (the "Merger Agreement"), dated as of December 6, 2019, by and among the Parent, Purchaser and ArQule. For additional information regarding the Support Agreements and the Merger Agreement, see the Schedule 13D filed by the Reporting Person with the Securities and Exchange Commission on December 16, 2019 (the "Schedule 13D").

F2: Purchaser is a direct wholly-owned subsidiary of Parent and Parent is a direct wholly-owned subsidiary of Merck & Co., Inc. ("Merck", and together with Parent, the "Reporting Persons"). As a result of certain provisions contained in the Support Agreements, the Reporting Persons may be deemed to have beneficial ownership of the shares of common stock covered by the Support Agreements and beneficially owned by the stockholders party thereto (an aggregate of 17,481,903 shares, which represent approximately 12.6% of ArQule's total outstanding shares as of the close of business on December 5, 2019, based on the representations made by ArQule in the Merger Agreement) for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")).

F3: Each of the Reporting Persons declare that the filing of this Form 3 shall not be construed as an admission that the Reporting Persons are the beneficial owners of any securities reported in this Form 3.

F4: Generally, upon the exercise of any security convertible or exchangeable for any ArQule common stock by the stockholders party to the Support Agreements, such shares of common stock acquired upon exercise thereof shall be subject to the Support Agreements and the Reporting Persons may be deemed to have beneficial ownership of such additional shares of common stock, if any. The Reporting Persons expressly disclaim any beneficial ownership of the securities reported herein, and the Reporting Persons do not have any pecuniary interest (as defined in Rule 16a-1(a)(2) of the Exchange Act) in any of the shares subject to the Support Agreements.