TSRX Trius Therapeutics, Inc. (MM)

Employee Benefits

        For a period of one year following the Effective Time, with respect to employees of Trius immediately before the Effective Time who remain employed during such one year period, Parent will provide, or will cause to be provided, base salary and base wages, short-term cash incentive compensation opportunities and benefits (including severance benefits) (excluding equity based compensation) that are substantially comparable in the aggregate to such base salary and base wages, short-term cash incentive compensation opportunities and benefits (including severance benefits) (excluding equity based compensation) provided to such employees immediately prior to the execution of the Merger Agreement.

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Potential for Future Arrangements

        To our knowledge, except for certain agreements described in this Schedule 14D-9 between Trius and its executive officers and directors, no employment, equity contribution or other agreement, arrangement or understanding between any executive officer or director of Trius, on the one hand, and Parent, Purchaser, any of their affiliates or Trius, on the other hand, existed as of the date of this Schedule 14D-9, and neither the Offer nor the Merger is conditioned upon any executive officer or director of Trius entering into any such agreement, arrangement or understanding.

        It is possible that certain members of our current management team will enter into new employment arrangements with the Surviving Corporation after the completion of the Offer and the Merger. Such arrangements may include the right to purchase or participate in the equity of Purchaser or its affiliates. Any such arrangements with the existing management team are currently expected to be entered into after the completion of the Offer and will not become effective until after the Merger is completed, if at all. There can be no assurance that any parties will reach an agreement on any terms, or at all.

Director Compensation

        Pursuant to the Trius Non-Employee Director Compensation Policy, each member of our Board of Directors who is not an employee receives the following cash compensation for Board of Director services, as applicable:

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$40,000 per year for service as a Board of Director member, payable quarterly;



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$12,000 per year for service as a member of the Audit Committee, $8,000 per year for service as a member of the Compensation Committee and $4,000 per year for service as a member of the corporate governance and nominating committee, each payable quarterly;



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an additional $36,000 per year for service as Chairman of the Board, payable quarterly; and



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an additional $8,000 per year for service as chair of the Audit Committee, an additional $4,000 per year for service as chair of the Compensation Committee and an additional $4,000 per year for service as chair of the Nominating and Corporate Governance Committee, payable quarterly.

        Trius reimburses its non-employee directors for their travel, lodging and other reasonable expenses incurred in attending meetings of our Board of Directors and committees of the Board of Directors.

        In addition, Trius' non-employee directors receive initial and annual automatic, non-discretionary grants of nonqualified stock options under the terms and provisions of the Trius 2010 Non-Employee Directors' Stock Option Plan (the "2010 Directors' Plan").

        Each new non-employee director joining our Board of Directors is automatically granted a non-statutory stock option to purchase 30,000 shares of common stock with an exercise price equal to the then fair market value of Trius' common stock under the 2010 Directors' Plan. On the date of each annual meeting of Trius' stockholders, each non-employee director is also automatically granted a non-statutory stock option to purchase 15,000 shares of Trius' common stock on that date with an exercise price equal to the then fair market value of our common stock under the 2010 Directors' Plan.

        In addition to the initial and annual grants, any person who becomes a chairperson of our Board of Directors is automatically granted a non-statutory stock option to purchase 12,000 shares of our common stock, upon his or her election as chairperson of our Board of Directors with an exercise price equal to the then fair market value of Trius' common stock under the 2010 Directors' Plan. Any person who is a chairperson of our Board of Directors on the date of each annual meeting of our stockholders is also automatically granted a non-statutory stock option to purchase 6,000 shares of our common stock on that date with an exercise price equal to the then fair market value of our common stock under our 2010 Directors' Plan.

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        Initial grants and chairperson initial grants vest monthly over three years and annual grants and chairperson annual grants vest in twelve equal monthly installments. All stock options granted under our 2010 Directors' Plan have a term of ten years and vesting automatically accelerates upon the closing of a change in control transaction. As of July 30, 2013, 126,447 shares of our common stock underlying Stock Options held by our directors remained unvested.

Indemnification of Directors and Officers; Insurance

        The Merger Agreement provides that all existing rights to indemnification that the present directors and officers of Trius are entitled to that are contained in the organizational documents of Trius as in effect as of the date of the Merger Agreement, or as provided in any indemnification agreement between Trius and any such person as in effect as of the date of the Merger Agreement, will survive the Merger and will be observed by the Surviving Corporation (and Parent shall cause the Surviving Corporation to observe them) to the fullest extent permitted by Delaware law for a period of six years from the Effective Time.

        The Merger Agreement also provides that, from the Effective Time until the sixth anniversary of the Effective Time, the Surviving Corporation will maintain in effect Trius' current insurance coverage with respect to Trius' directors and officers. Alternatively, Trius may, prior to the Effective Time, purchase a tail policy to Trius' current policy of directors' and officers' liability insurance for a period of six years from the Effective Time. If the tail policy is not purchased, the cost of such insurance coverage to be maintained by the Surviving Corporation will not exceed 250% of the annual premium currently paid by Trius for such insurance and, if the premium for such insurance coverage would exceed such amount, Parent shall be obligated to cause the Surviving Corporation to obtain a policy or policies with the greatest coverage available for a cost equal to such amount.

(b)

Arrangements with Purchaser and Parent and their Affiliates.

Merger Agreement

        On July 30, 2013, Trius, Parent and Purchaser entered into the Merger Agreement. The summary of the material provisions of the Merger Agreement contained in Section 12 of the Offer to Purchase and the description of the Conditions of the Offer contained in Section 14 of the Offer to Purchase are incorporated herein by reference. Such summary and description are qualified in their entirety by reference to the Merger Agreement, which is filed as Exhibit (e)(1) hereto and is incorporated herein by reference.

Mutual Non-Disclosure Agreement

        On July 24, 2012, Parent and Trius entered into a Mutual Non-Disclosure Agreement which was amended on July 1, 2013 (the "Non-Disclosure Agreement"). Under the terms of the Non-Disclosure Agreement, Parent agreed that, subject to certain exceptions, any non-public information regarding Trius provided to Parent or to its representatives for the purposes of evaluating and/or negotiating potential strategic transactions between the parties would, for a period of five years from the date of the original Non-Disclosure Agreement, be kept confidential, except as provided in the Non-Disclosure Agreement. The Non-Disclosure Agreement does not include a standstill provision.

        This summary and description of the Non-Disclosure Agreement is qualified in its entirety by reference to the Non-Disclosure Agreement and amendment thereto, which are filed as Exhibits (e)(11) and (e)(12), respectively, hereto and incorporated herein by reference.

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(c)

Arrangements among Parent, Purchaser, and Certain Executive Officers, Officers, Directors and Stockholders of Trius.

Tender and Voting Agreements

        On July 30, 2013, our executive officers, directors and certain stockholders affiliated with our directors (collectively, the "Supporting Stockholders") each entered into a tender and voting agreement with Parent and Purchaser (collectively, the "Tender and Voting Agreements") under which each Supporting Stockholder, among other things, (i) agreed to tender all of their Shares pursuant to the Offer (other than Shares granted subject to vesting or other lapse restrictions pursuant to Trius' equity plans), (ii) agreed to vote such Shares in favor of the Merger and the adoption and approval of the Merger Agreement and the Transactions and against any acquisition proposal, (iii) agreed to certain restrictions on the transfer of such Shares or entering into any arrangements with respect to the voting of such Shares or that are otherwise inconsistent with the terms of such Supporting Stockholder's Tender and Voting Agreement and (iv) granted to Parent and Purchaser, or any of their nominees, an irrevocable proxy to vote in favor of the Merger, the adoption and approval of the Merger Agreement and the other Transactions and against any alternative acquisition proposal. Each Supporting Stockholder's Tender and Voting Agreement will terminate upon the earlier of (a) the day after the Merger is consummated, (b) April 30, 2014, (c) the termination of the Merger Agreement in accordance with its terms or (d) certain other events as described in the Tender and Voting Agreements. As of July 30, 2013, the outstanding Shares subject to the Tender and Voting Agreements represented approximately 22% of the total outstanding Shares.

        The foregoing summary and description of the Tender and Voting Agreements are qualified in their entirety by reference to the Tender and Voting Agreements, the form of which is filed as Exhibit (e)(10) and are incorporated herein by reference.

         The Merger Agreement and the Tender and Voting Agreements have been filed as exhibits to the Schedule 14D-9 to provide stockholders with information regarding their terms and are not intended to modify or supplement any factual disclosures about Trius in Trius' public reports filed with the SEC. The Merger Agreement and the Tender and Voting Agreements and the summary of their terms contained in the Offer to Purchase filed by Purchaser with the SEC on August 13, 2013, are incorporated herein by reference, and are not intended to provide any other factual information about Trius. The representations, warranties and covenants contained in each agreement were made only for the purposes of such agreement and as of specified dates, were solely for the benefit of the parties to the agreements, and may be subject to limitations agreed upon by such parties. The representations and warranties may have been made for the purposes of allocating contractual risk between the parties to the agreements instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Neither investors nor stockholders are third-party beneficiaries under the Merger Agreement, except with respect to receipt of the Offer Price or the Merger Consideration, or the Tender and Voting Agreements. Accordingly, investors and stockholders should not rely on such representations, warranties and covenants as characterizations of the actual state of facts or circumstances described therein. Information concerning the subject matter of such representations and warranties may change after the date of the agreements, which subsequent information may or may not be fully reflected in the parties' public disclosures.

Item 4.    The Solicitation or Recommendation.

        On July 30, 2013, our Board of Directors unanimously (i) determined that the Merger Agreement and the Transactions, including the Offer and the Merger, are advisable to, and in the best interest of, Trius and its stockholders, (ii) approved the execution, delivery and performance by Trius of the Merger Agreement and the consummation of the Transactions, including the Offer and the Merger, (iii) authorized and approved the Top-Up Option (as defined below) and the issuance of the Top-Up Shares (as defined below) and (iv) resolved to recommend that the stockholders of Trius tender their

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Shares to Purchaser pursuant to the Offer, and, if applicable, approve the adoption of the Merger Agreement and the Merger.

         Accordingly, and for other reasons described in more detail below, our Board of Directors unanimously recommends that holders of Shares accept the Offer and tender their Shares pursuant to the Offer, and, if applicable, that holders of Shares adopt the Merger Agreement and approve the Merger.

(i)

Background of Offer and Merger

        Trius is a biopharmaceutical company focused on the discovery, development and commercialization of innovative antibiotics for serious infections. Trius is developing tedizolid phosphate, a novel antibiotic, for the treatment of serious Gram-positive bacterial infections, including those caused by methicillin-resistant Staphylococcus aureus . Tedizolid phosphate is being developed for acute bacterial skin and skin structure infections ("ABSSSI"), and pneumonia, and potentially for other indications. Trius currently expects to submit a New Drug Application to the Food and Drug Administration for tedizolid phosphate for the treatment of ABSSSI during the second half of 2013.

        The Board of Directors of the Company and its senior management team regularly review and evaluate potential product development and commercialization collaborations and other strategic opportunities in order to advance the clinical development of its product candidates and preclinical programs, finance Trius' clinical development efforts, expand the range of commercial resources available for product candidates that may be approved and enhance value for Trius' stockholders. Consistent with this strategy, in July 2011, Trius established a collaboration and license agreement to license certain development and commercialization rights to Bayer Pharma AG ("Bayer"), in China, Japan and substantially all other countries in Asia (excluding North and South Korea), Africa, Latin America and the Middle East. As a continuation of this strategy, starting in 2011 and intensifying following receipt of positive Phase 3 data from the ESTABLISH-1 clinical trial in early 2012, Trius began exploring collaboration partners for the European Union and as part of this process contacted 14 potential partners who have or may develop hospital-based drug franchises in Europe. The 14 potential partners were determined as a result of earlier business development discussions assessing level of potential interest in the drug and territories. Eight of these companies engaged in substantive discussions with Trius, including Cubist, Company A and Company B. Cubist executed a confidentiality agreement with Trius on July 24, 2012 in connection with the partnering process. Concurrently, Trius also began discussions with potential co-promotion partners for the United States and as part of this process identified and engaged with seven companies, including Cubist and Company C.

        On March 7, 2013, the Board of Directors of the Company informally requested that four directors, Dr. Jeffrey Stein, Dr. David S. Kabakoff, Mr. Brian G. Atwood and Mr. Paul Truex, form an informal strategic transaction committee to work with management to oversee the process of seeking the European collaboration and potential United States co-promote. By the second quarter of 2013, the potential European Union collaboration partners had been narrowed down to Cubist, Company A and one other company, and Cubist had the most advanced proposal in connection with the United States co-promotion discussions.

        On May 13, 2013, Trius issued a press release announcing the issuance of a Notice of Allowance from the United States Patent and Trademark Office on an application related to its tedizolid phosphate patent portfolio. The patent application claims a therapeutic combination of the experimental medicine tedizolid phosphate with Cubist's currently available antibiotic daptomycin.

        On May 15, 2013, Dr. Jeffrey Stein, the President and Chief Executive Officer of Trius, had an in-person meeting with Mr. Robert J. Perez, the President and Chief Operating Officer of Cubist, during the Bank of America investor conference in Las Vegas, to discuss the terms of the proposed European Union collaboration and the strategic implications of the new patent.

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        On May 21, 2013, Centerview Partners LLC ("Centerview") made a presentation to the Company's Board of Directors proposing be retained as a financial advisor in connection with Trius' European collaboration and United States co-promotion discussions.

        On June 6, 2013, Mr. Perez contacted Dr. Stein and expressed an unsolicited interest in submitting a bid to acquire the Company and indicated that Cubist intended to submit a non-binding proposal letter for an acquisition of all of the outstanding shares of the Company in an all-cash transaction for $12.25 per share.

        Also on June 6, 2013, the informal strategic transaction committee had a telephonic meeting to discuss the unsolicited Cubist proposal. During the call, the directors discussed engaging Centerview and Citigroup Global Markets Inc. ("Citi") as financial advisors based upon Centerview's and Citi's knowledge of the pharmaceutical industry, experience and reputation and, in the case of Citi, its familiarity with Trius, and also discussed whether either financial advisor had any existing or recent engagements with Cubist or others that would adversely impact the financial advisor's contemplated engagement with Trius.

        On June 7, 2013, Cubist sent to Dr. Stein its unsolicited non-binding proposal to acquire all of the outstanding shares of the Company in an all-cash transaction for $12.25 per share. The proposal stated that it was not subject to any financial contingency but would be automatically withdrawn if Trius entered into a European Union licensing agreement or United States collaboration for tedizolid phosphate with any other party. The letter also requested a period during which Trius would negotiate exclusively with Cubist.

        On June 8, 2013, the Chief Executive Officer of Company D contacted Dr. Stein, and expressed an unsolicited interest in submitting a proposal to combine with Trius in an all-stock transaction.

        Also on June 8, 2013, Dr. Stein contacted Mr. Perez to provide some initial feedback on Cubist's proposal, noting that the Board of Directors of the Company were scheduled to meet on June 10, 2013 to further discuss the proposal.

        On June 10, 2013, the Board of Directors of the Company met telephonically, with representatives of the Company's management, Centerview, Citi and Cooley LLP ("Cooley"), the Company's outside counsel, participating in the meeting. The Board discussed the unsolicited proposals received from Cubist and Company D. A representative of Cooley reviewed fiduciary duty considerations in connection with the review of an unsolicited acquisition proposal. The Board discussed the process for evaluating and responding to the Cubist and Company D proposals. The Centerview and Citi representatives were then excused from the meeting and the Board discussed the recommendation of the informal strategic transaction committee to retain both Centerview and Citi as financial advisors to the Company. Following further discussion, the Board requested that management evaluate the unsolicited proposals with the assistance of Centerview and Citi, and the Board scheduled a follow-up meeting to consider potential strategic alternatives.

        On June 11, 2013, Dr. Stein and Mr. Perez had a telephonic meeting in which Dr. Stein communicated that the Company's Board of Directors was evaluating Cubist's proposal and that the Cubist proposal was not the only unsolicited proposal that Trius had received.

        On June 14, 2013, Mr. Perez and Dr. Stein held a telephone meeting during which Mr. Perez provided feedback from the prior day's meeting of the Cubist board of directors and noted that the Cubist board was fully supportive of the potential acquisition. Mr. Perez and Dr. Stein also discussed timing of the negotiations.

        On June 17, 2013, Company D sent a letter to Dr. Stein reflecting Company D's non-binding proposal for a combination with Trius in a stock transaction at an unspecified premium. The proposal requested exclusive negotiations until August 2, 2013.

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        On June 24, 2013, the Board of Directors of the Company met, with representatives of the Company's management and legal and financial advisors participating in the meeting. The Board discussed the unsolicited proposals received from Cubist and Company D. The Company's financial advisors discussed financial aspects of the proposals and financial matters relating to Trius. Cooley gave a presentation on fiduciary duty considerations in the context of considering a potential sale of the company for cash or for a mixture of stock and cash. The Company's financial advisors also outlined a potential process for engaging in discussions with Cubist and Company D while soliciting possible interest from other potential strategic buyers in order to maintain a competitive process, taking into consideration parties involved in the Company's partnering process and parties that might have interest in, and an ability to acquire, the Company based on their financial positions and existing franchises or interest in hospital-based products and anti-infectives. The financial advisors were then excused from the meeting and the Board discussed the Company's potential strategic alternatives, including remaining independent and proceeding with the European collaboration and potential United States co-promote, and authorized engaging in discussions with Cubist and Company D, and soliciting potential proposals from a selected list of additional strategic parties. Further, the Board determined to establish a strategic transaction committee to direct and oversee management in the process in an effective and efficient manner. The Company's Board of Directors appointed Drs. Kabakoff and Stein and Messrs. Atwood and Truex to the committee and directed the committee to advise, direct and oversee the management of Company in the strategic review process, evaluate any specific proposals or offers received and make recommendations to the Board of Directors. The Board also authorized the Company to enter into engagement letters with each of Centerview and Citi to serve as financial advisors with respect to the possible sale of Trius. The Company entered into such engagement letters on June 24, 2013. Prior to entering into the engagement letters, Trius asked each of Centerview and Citi to confirm that it did not have any existing or recent engagements with Cubist or others that would adversely impact their ability to serve as a financial advisor to Trius in connection with its possible sale transaction and neither Centerview nor Citi identified any such engagements.

        Following the June 24, 2013 meeting of the Board of Directors, during the remainder of June 2013, and in accordance with the Board's directives, the Company's financial advisors contacted, on behalf of Trius, 12 pharmaceutical companies in addition to Cubist and Company D, including Company A, Company B and Company C, to determine such parties' potential interest in pursuing a strategic transaction with Trius. At the direction of the Board, no potential financial buyers were contacted because it concluded that the pre-revenue profile of Trius was inconsistent with targets pursued by financial buyers.

        On June 25, 2013, Dr. Stein informed a representative of Company A of the sales process and that the Company's financial advisors would contact Company A about the process. On the same day, Dr. Stein informed Cubist of the Board's determination to pursue a potential sale of the Company. On June 25, 2013, Trius also provided Cubist, which previously had access to the Company's electronic dataroom in connection with partnering discussions, with access to its electronic dataroom, the content of which was expanded for the strategic process.

        On June 26, 2013, the Company's financial advisors contacted a representative of Company A pursuant to Dr. Stein's instructions. The representative of Company A expressed that Company A had significant knowledge of Trius but was uncertain whether it would have interest in acquiring the Company.

        Between June 26, 2013 and July 9, 2013, based upon conversations with companies contacted as part of the process, four companies, including Company B, Company C and Company D, were sent process letters requesting non-binding indications of interest on July 18, 2013.

        On July 1, 2013, Trius and Cubist amended their existing July 24, 2012 confidentiality agreement from the Company's partnering process to cover the potential strategic transaction.

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        Also on July 1, 2013, Mr. Michael W. Bonney, the Chief Executive Officer of Cubist, and Mr. Perez had an in-person dinner meeting with Dr. Stein in San Diego to discuss the potential benefits of a potential strategic transaction between Trius and Cubist.

        On July 2, 2013, Company C, following execution of a confidentiality agreement, and Company D, which already had an existing confidentiality agreement with Trius, were given access to the Company's electronic dataroom.

        On July 3, 2013, the strategic transaction committee had a telephonic meeting in which representatives of the Company's management and legal and financial advisors were present, to discuss the status of the Company's strategic review process, including a summary of interactions with potential parties.

        Between July 1, 2013 and July 25, 2013, Cubist conducted substantial diligence on Trius, which included diligence in the electronic dataroom, an in-person diligence meeting with management of Trius, intellectual property diligence calls, financial diligence calls, human resource diligence calls and a site visit to one of Trius' contract manufacturing facilities.

        Between July 2, 2013 and July 11, 2013, Company D accessed the electronic dataroom and conducted limited business diligence on Trius, which included clinical and commercial diligence calls.

        Between July 14, 2013 and July 18, 2013, Company B accessed the electronic dataroom and conducted limited business diligence on Trius. Company B was already familiar with Trius given its participation in the Company's prior partnering process.

        On July 14, 2013, in light of the extensive diligence conducted by Cubist, a form of merger agreement prepared by Cooley was distributed to Cubist. The draft merger agreement contemplated an all-cash transaction effected through a cash tender offer for all outstanding shares of Company common stock.

        On July 16, 2013, a representative of Company A contacted Dr. Stein and conveyed that Company A would not be participating in the process.

        On July 17, 2013, a representative of Company B contacted Citi and indicated it would not continue to participate in the process, stating that its valuation of the Company would not justify paying a premium to the Company's then current trading price. On July 18, 2013, another representative of Company B contacted Centerview and reiterated the same message.

        On July 18, 2013, Company C sent a letter to Dr. Stein indicating Company C's non-binding proposal for an acquisition of all outstanding shares of Company common stock in an all-cash transaction in the range of $13.00-$14.50 per share. The letter stated that Company C's proposal was not subject to any financial contingency but was subject to the approval of Company C's Board of Directors and Company C's parent company's management committee and Board of Directors.

        Also on July 18, 2013, at the Company's request, representatives of the Company's financial advisors contacted representatives of Company D to seek clarification on certain terms of Company D's proposal, including any premium that would be included in determining an exchange ratio and any cash component of the proposal. Company D indicated that it had not completed its valuation analysis but that it would be willing to include cash consideration in the transaction. The Company's financial advisors reminded Company D of the sales process timeline and encouraged Company D to complete its analysis promptly in order to participate in the final bid process.

        On July 19, 2013, the Board of Directors of the Company met telephonically, with representatives of the Company's management and legal and financial advisors participating in the meeting, to discuss the status of the Company's strategic review process, including a summary of interactions with potential parties. The Company's financial advisors reviewed financial aspects of the proposals from Cubist, Company C and Company D. The financial advisors were then excused and the Board discussed the

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proposals and next steps and approved the plan to send final process letters which would stipulate that final binding bids would need to be submitted by August 9, 2013.

        Also on July 19, 2013, the Company's financial advisors held discussions with Cubist's financial advisor, Barclays Capital Inc. ("Barclays"). Barclays indicated that Cubist would likely prefer to execute a merger agreement before August 9, 2013.

        On July 20, 2013, final bid process letters were sent to Cubist and Company C. The draft merger agreement contemplating an all-cash transaction effected through a cash tender offer for all outstanding shares of Company common stock, in the form previously sent to Cubist, was provided to Company C on July 21, 2013.

        On July 22, 2013, Mr. Perez contacted Dr. Stein to arrange a meeting to discuss regulatory and development team retention related matters.

        Also on July 22, 2013, the Company's financial advisors contacted Company D's financial advisor to re-emphasize the need for Company D to present the financial terms of its proposal. The representative of Company D communicated that the Company D Board was meeting the following day and that Company D would provide a share price for the Company common stock that would be used in determining an exchange ratio and the amount of cash that would be included in its proposal.

        On July 23, 2013, Mr. Perez contacted Dr. Stein and indicated that Cubist wanted to preempt Trius' final bid process as Cubist had substantially completed its diligence and did not want to wait until August 9, 2013 to execute a merger agreement.

        Also on July 23, 2013, the strategic transaction committee had a telephonic meeting in which representatives of the Company's management and legal counsel were present, to discuss Cubist's desire to preempt Trius' final bid process. The strategic transaction committee provided guidance to management to communicate through the Company's financial advisors to Barclays that Trius was conducting a competitive process and that if Cubist desired to preempt the sales process it would need to propose a higher price.

        On July 24, 2013, the Company's financial advisors contacted Company D's financial advisor to inquire whether Company D had a valuation update for Trius. Company D's financial advisor indicated that it would follow up with Company D and update the Company's financial advisors.

        On July 24, 2013, the Company's financial advisors also spoke with a representative of Company C. Company C indicated that it would need significantly more time to complete its market research and diligence on the Company in order to finalize its bid and obtain necessary internal approvals to proceed with an acquisition of the Company. Company C expressed that, although it remained interested in Trius, it did not expect to be competitive in the process and would not expend additional resources before the final bid deadline of August 9, 2013.

        Also on July 24, 2013, the strategic transaction committee had a telephonic meeting in which representatives of the Company's management and legal and financial advisors were present, to discuss the status of the sales process, including an update on recent discussions with Company C, the lack of a response from Company D and Cubist's request to enter into a transaction prior to the August 9, 2013 bid deadline. The committee discussed potential responses to Cubist in light of these developments.

        On July 24, 2013, in accordance with the strategic transaction committee's directives, the Company's financial advisors contacted representatives of Barclays and communicated the guidance of the strategic transaction committee.

        On July 25, 2013, Dr. Stein met Mr. Perez and Mr. Bonney for dinner in Chicago. At dinner, the parties discussed regulatory and development team retention related issues. Cubist communicated it was also pursuing another strategic opportunity and had a strong desire to complete a transaction over the upcoming weekend. Messrs. Perez and Bonney also indicated that Cubist believed that its proposed

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price of $12.25 per share was a fair price. Dr. Stein encouraged Messrs. Perez and Bonney to submit a new proposal with increased value. Dr. Stein and Messrs. Perez and Bonney then discussed contingent value rights and other forms of consideration that could result in such increased value.

        On July 26, 2013, Cubist's outside legal counsel, Ropes & Gray LLP ("Ropes & Gray"), sent Cooley a mark-up of the merger agreement that contemplated both an unspecified upfront cash consideration and an unspecified dollar per share in non-tradable contingent value rights based on net product sales of tedizolid phosphate in 2016. In the mark-up, Cubist proposed a termination fee of $26.0 million (representing approximately 4.0% of the equity value of the current offer price) and expense reimbursement of up to $2.0 million if the Offer was not consummated prior to April 30, 2014 and Trius was not otherwise required to pay a termination fee. It also introduced the concept of a reverse termination fee of $26.0 million if the transaction was terminated for circumstances involving the absence of antitrust regulatory approval. The merger agreement mark-up also included a form of tender and voting agreement which Cubist indicated that it would require all directors, executive officers and certain 5% or greater stockholders of Trius to execute in connection with the execution of the merger agreement.

        Later the same day, Mr. Bonney contacted Dr. Stein to communicate that Cubist was offering an upfront cash payment of $13.25 per share and a contingent value right of $2.00 per share based upon net product sales of tedizolid phosphate of at least $150 million in 2016.

        Following receipt of Cubist's revised proposal, later in the day on July 26, 2013, the strategic transaction committee had a telephonic meeting in which representatives of the Company's management and legal and financial advisors were present, to discuss Cubist's revised proposal. The strategic transaction committee also discussed the fact that the contingent value right, as proposed, was non-tradable and discussed potential advantages and disadvantages of tradable versus non-tradable contingent value rights. The strategic transaction committee instructed Mr. Stein to communicate to Mr. Bonney that Cubist would need to increase the upfront cash payment to $13.50 per share and lower the product sales threshold in the contingent value right agreement to $100 million and that the Company's financial advisors would relay this message to Cubist's financial advisor.

        On July 26, 2013, following the meeting of the strategic transaction committee, Mr. Stein contacted Mr. Bonney to communicate the Company's counterproposal. In accordance with the strategic transaction committee's directives, the Company's financial advisors also contacted Barclays with the same message. Later that day, Mr. Bonney contacted Mr. Stein and communicated that the Cubist Board would agree to the upfront cash payment of $13.50 per share and would be willing to lower the product sales threshold in the contingent value right agreement to $135 million in 2016.

        Later, on July 26, 2013, Dr. Stein contacted Mr. Bonney to discuss the possibility of tradable contingent value rights. Mr. Bonney indicated that Cubist was receptive to considering a tradable contingent value right, and Dr. Stein and Mr. Bonney agreed that the parties would further discuss the structure of the contingent value right.

        On July 27, 2013, the strategic transaction committee had a telephonic meeting, in which representatives of the Company's management and legal and financial advisors were present, to discuss the status of the sales process, update the committee on the status of the negotiations and solicit the input of the committee with respect to open deal points. The strategic transaction committee discussed the benefits of a tradable contingent value right which would require a registration process with the Securities and Exchange Committee ("SEC") relative to the risks of a longer timeline to closing a transaction from the registration process.

        Following the meeting of the strategic transaction committee, Dr. Stein contacted Mr. Bonney and proposed a contingent value right that resulted in a payment for achieving a product sales threshold of $125 million and prorated additional payments for product sales in excess of $125 million.

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        Later on July 27, 2013, Dr. Bonney contacted Dr. Stein and communicated that Cubist was willing to accept a contingent value right that resulted in a $1.00 per share payment upon net product sales of $125 million in 2016 and a prorated additional $1.00 per share payment for the next $10 million in net product sales in 2016 capped at $135 million in net sales. Barclays also communicated that the Cubist Board was willing to provide either a registered or an unregistered contingent value right.

        On July 27, 2013, Cooley responded with comments to Ropes & Gray's July 26, 2013 merger agreement mark-up. Among the changes in the mark-up were revised termination and reverse termination fees equal to 3% and 6% of the equity value, respectively, and eliminated the expense reimbursement provision.

        On the evening of July 27, 2013, Ropes provided Cooley with a draft contingent value rights agreement. The agreement reflected a contingent value right that resulted in a cash payment of $1.00 per contingent value right upon achievement of cumulative net sales of pharmaceutical products containing tedizolid phosphate, other than in the territories covered by the Company's collaboration with Bayer, during 2016, in excess $125 million plus $0.10 per contingent value right for each $1 million by which net sales are in excess of $125 million during 2016. The aggregate payment per contingent value right was capped at $2.00.

        On the morning of July 28, 2013, the Board of Directors of the Company met, with representatives of the Company's management and legal and financial advisors participating in the meeting. The Board discussed the status of the sales process and discussions with Cubist, Company C and Company D. The Company's financial advisors preliminarily reviewed financial information on the Company and their joint financial analysis of the per share consideration. The financial advisors were then excused from the meeting and the Board discussed the revised proposal from Cubist, potential strategic alternatives for the Company and the recommendation of the strategic transaction committee. The Board indicated that, in light of Cubist's revised proposal, the significant additional time delay that would be required in order for Company C to submit a proposal and the lack of a response from Company D, it was supportive of proceeding with a transaction with Cubist.

        On July 28, 2013, representatives of Cubist, Ropes & Gray, Trius and Cooley participated in telephone conferences to discuss the timing to file a registration statement to register contingent value rights and it was communicated that Cubist would require up to 30 days following execution of a merger agreement to prepare required pro forma financial statements, obtain the required consent of its independent auditors and file the required registration statement with the SEC.

        Later on July 28, 2013, the strategic transaction committee had a telephonic meeting and determined that in light of the time it would take for Cubist to file a registration statement and the potential further delay with SEC review after filing, both of which would impact deal timing and certainty, Trius should elect to proceed with contingent value rights that are not registered.

        Between July 28 and July 30, 2013, representatives from Cubist, Ropes & Gray, Cooley and Trius had a series of telephone conversations to discuss certain open points related to the merger agreement and contingent value rights agreement, exchanged drafts of the merger agreement and contingent value rights agreement and negotiated the merger agreement and contingent value rights agreement. Among other things, Cubist and Trius negotiated that the termination fee would be 3% of the equity value of the offer price, including the net present value of the CVR, and that the reverse termination fee would be 5% of the equity value of the offer price, including the net present value of the CVR, if the merger agreement was terminated for circumstances involving the absence of antitrust regulatory approval.

        On July 29, 2013, Company D's financial advisor contacted a representative of Centerview and communicated that the advisor had no updates with respect to Company D's intentions with respect to the sale process.

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        On July 30, 2013, the Board of Directors of the Company held a meeting with the Company's management and legal and financial advisors. During the meeting, representatives of Cooley first reviewed fiduciary duty considerations in the context of a proposed sale of Trius for cash. Cooley also reviewed the key provisions of the merger agreement, including structure and timing considerations, offer conditions, the inclusion of a top-up option, required regulatory approvals, the non-solicitation clause and fiduciary exceptions that would permit Trius to negotiate and accept an unsolicited superior proposal, subject to compliance with the merger agreement and Cubist's matching rights, the change in Board recommendation section, termination provisions, termination fee, reverse termination fee and circumstances under which the termination fee and reverse termination fee would be payable. Representatives of Cooley also reviewed the contingent value right agreement, including structure, the milestone and milestone period. Finally, representatives of Cooley reviewed the tender and support agreement and percentage of securities that would be subject to these agreements. The Company's Board of Directors asked questions and discussed at length the merger agreement, contingent value right agreement and related documentation. Also at this meeting, the Company's financial advisors confirmed their joint financial analysis of the per share consideration, and each separately delivered to the Company's Board of Directors an oral opinion, confirmed by delivery of a written opinion dated July 30, 2013, to the effect that, as of such date and based on and subject to various assumptions, matters considered and limitations and qualifications described in such opinion, the per share consideration provided for in the tender offer and the merger, taken together, by holders of Trius common stock (other than as specified in such opinion) was fair, from a financial point of view, to such holders. After further discussion, the Company's Board of Directors unanimously determined that the merger agreement and the transactions contemplated therein, including the tender offer and the merger, are advisable to, and in the best interest of, Trius and its stockholders, approved the execution, delivery and performance by Trius of the merger agreement and the consummation of the transactions contemplated therein, including the tender offer and the merger and resolved to recommend that the stockholders of Trius tender their shares pursuant to the Offer, and, if applicable, approve the adoption of the merger agreement and the transactions contemplated therein.

        Following the close of markets on July 30, 2013, the merger agreement and tender and voting agreements were signed and later that day, Cubist and Trius issued a joint press release announcing the execution of the merger agreement. A copy of the press release has been filed as Exhibit (a)(5)(A) and is incorporated herein by reference.

(ii)

Reasons for Recommendation

        On July 30, 2013, our Board of Directors unanimously (i) determined that the Merger Agreement and the Transactions, including the Offer and the Merger, are advisable to, and in the best interest of, Trius and its stockholders, (ii) approved the execution, delivery and performance by Trius of the Merger Agreement and the consummation of the Transactions, including the Offer and the Merger, (iii) authorized and approved the Top-Up Option and the issuance of the Top-Up Shares and (iv) resolved to recommend that the stockholders of Trius tender their Shares to Purchaser pursuant to the Offer, and, if applicable, approve the adoption of the Merger Agreement and the Merger.

        Our Board of Directors considered numerous factors, including the following, each of which is supportive of its decision to approve the Merger Agreement and the Transactions and recommend the Transactions to the Trius stockholders:

•

the Offer includes an upfront cash component providing certainty, immediate value and liquidity to our stockholders;



•

the belief of our Board of Directors that the sales milestones in the CVR Agreement are reasonably achievable given the current phase of development of tedizolid phosphate, our internal projections for sales of tedizolid phosphate, Cubist's existing infrastructure for sale of hospital based anti-infective drugs and Cubist's marketing and sales track record for Cubicin®;

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•

the (i) $13.50 per Share in cash, without interest plus (ii) one non-transferable CVR for each outstanding Share, with an implied total per share consideration, on a present value basis, of $14.83 per Share, represents approximately a 30% premium to the closing price of $11.45 per Share on July 29, 2013, the last full trading day before the Transactions were approved by our Board of Directors, an 82% premium to the closing price of $8.15 on June 6, 2013, the last full trading day before receipt of Cubist's initial written bid, a 50% premium to the 30-day volume-weighted average stock price and a 22% premium to Trius' 52-week high stock price of $12.16 per Share (See "Item 4. The Solicitation or Recommendation—Opinions of Trius' Financial Advisors—Summary of Joint Financial Analyses" with respect to the implied total per share consideration);



•

the belief of our Board of Directors, after a thorough review of strategic alternatives and discussions with Trius management and its legal counsel, that the Offer Price is more favorable to the stockholders of Trius than the potential value that might have resulted from other strategic opportunities potentially available to Trius, including completing a partnership relating to tedizolid phosphate in Europe and commercializing tedizolid phosphate in the United States as a standalone company or with a co-promotion partner;



•

the belief of our Board of Directors that as a result of arm's-length negotiations with Cubist and Purchaser, Trius and its representatives had negotiated the highest price per Share that Cubist was willing to pay for Trius and that the terms of the Merger Agreement include the most favorable terms to Trius in the aggregate to which Cubist and Purchaser were willing to agree;



•

our Board of Directors' assessment of Trius' prospects for substantially increasing stockholder value as a standalone company in excess of the Offer Price, given the risks and uncertainties in its business, including, the costs and risks associated with building a commercial infrastructure, hiring or leasing a sales force, launching and marketing tedizolid phosphate for the treatment of ABSSSI (assuming tedizolid phosphate receives marketing approval), and continuing the development of tedizolid phosphate for other indications, including hospital acquired pneumonia/ventilator acquired pneumonia ("HAP/VAP"; lower respiratory tract infections ("LRTI") as referred to in management's projections), and its other pipeline products; the amount of capital that Trius would need to raise to fund the commercialization of its products through projected cash flow breakeven results and the potential cost of capital, including the substantial dilution of the ownership percentage of existing stockholders that could be required to obtain necessary capital given uncertainty about potential milestone payments under the Bayer or future collaborations; the expected ramp in product sales given the size of sales force that Trius could reasonably afford; and the execution risks associated with transforming a relatively small biotechnology company focused on product development into a profitable specialty pharmaceutical company with efficient sales execution;



•

the expectation that Trius as a standalone company would need to complete a European partnering transaction on market terms and raise at least $80 million in capital in order to meet the projected development and commercial launch schedule set forth in the management base case projections as more fully described below under the caption "Financial Projections";



•

the belief of our Board of Directors that Trius had engaged in a reasonable process to obtain the best available value for the stockholders and created an opportunity for other potentially interested parties to negotiate a transaction with Trius if such parties were interested in a strategic transaction;



•

the separate opinions of Citi and Centerview, each dated July 30, 2013, to the Board of Directors as to the fairness, from a financial point of view and as of the date of the opinion, of the per share consideration provided for in the Offer and the Merger, taken together, by holders of Trius common stock (other than as specified in such opinion), which opinions were based on

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and subject to the assumptions made, procedures followed, matters considered and limitations on the review undertaken as more fully described below under the caption "Opinions of Trius' Financial Advisors";

•

the fact that the Offer is structured as a tender offer, which can be completed, and the cash consideration and contractual CVR can be delivered to Trius' stockholders, on a prompt basis, reducing the period of uncertainty during the pendency of the Transactions on stockholders and employees, with a second-step merger in which stockholders who do not tender their Shares in the Offer will receive the same cash price and CVR payable for the Shares in the Offer;



•

the fact that the Purchaser must, at the election of Trius, extend the Offer for one or more periods until April 30, 2014, if at any scheduled expiration date of the Offer any condition to the Offer has not been satisfied or waived (other than the Minimum Condition (as defined in the Merger Agreement) for which Trius can only request one such extension);



•

the terms and conditions of the Merger Agreement and CVR Agreement, including the following related factors:



•

Cubist's ability to fund the Offer Price with cash;



•

the fact that Parent's and Purchaser's obligations under the Merger Agreement, including with respect to the Offer and the Merger, are not subject to any financing conditions and that Parent and Purchaser make representations and warranties in the Merger Agreement about the sufficiency of their financial resources to purchase Shares pursuant to the Offer and to consummate the Merger;



•

the nature of the conditions to Cubist's obligations to consummate the Offer and the other Transactions and the risk of non-satisfaction of such conditions;



•

the conclusion of our Board of Directors that the termination fee of $23.3 million and the circumstances when such termination fee may be payable by Trius, are reasonable in light of the benefit of the Offer and the other Transactions;



•

the conclusion of our Board of Directors that the reverse termination fee of $38.8 million and the circumstances, associated with the absence of regulatory approval of the Transactions, when such termination fee may be payable by Cubist are reasonable in light of the benefit of the Offer and the other Transactions;



•

the ability of our Board of Directors under the Merger Agreement to withdraw or modify its recommendation that Trius' stockholders accept the Offer and tender their Shares in certain circumstances, including in connection with a superior offer, and Trius' right to terminate the Merger Agreement in order to accept a superior offer and enter into a definitive agreement with respect to such superior offer, in both cases subject to payment of a termination fee and the related ability for any other party to approach Trius if such party is potentially interested in such a transaction subject to the terms and conditions of the Merger Agreement;



•

the availability of statutory appraisal rights to Trius' stockholders who do not tender their shares in the Offer and otherwise comply with all required procedures under the DGCL; and



•

the terms of the CVR Agreement, including the due diligence obligation, audit rights, and reporting rights and the fact that each holder will be a third party beneficiary.

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        Our Board of Directors also considered a variety of risks and other potentially negative factors of the Merger Agreement and the Transactions, including the following:

•

the fact that Trius' stockholders will not participate in any potential future benefit from obtaining regulatory approval for and commercializing tedizolid phosphate or from value created through its preclinical programs other than up to $2.00 per Share under the CVR Agreement;



•

the effect of the announcement and pendency of the Merger Agreement and the Offer on Trius' operations, employees, collaboration partners, suppliers and its ability to retain employees;



•

the fact that our executive officers and members of our Board of Directors may be deemed to have interests in the execution and delivery of the Merger Agreement and all of the Transactions, including the Offer and the Merger, that may be different from or in addition to those of our stockholders, generally;



•

the fact that, if the Offer and the other Transactions are not consummated in a timely manner or at all:



•

the trading price of Shares may be adversely affected;



•

Trius will have incurred significant transaction and opportunity costs attempting to consummate the Transactions;



•

Trius may have lost potential collaboration partners and employees after announcement of the Offer;



•

Trius' business may be subject to significant disruption;



•

Trius' directors, officers and other employees will have expended considerable time and effort to consummate the Transactions;



•

the $23.3 million termination fee payable to Purchaser upon the occurrence of certain events, including the potential effect of such termination fee to deter other potential acquirers from publicly making a competing offer for Trius that might be more advantageous to Trius' stockholders, and the impact of the termination fee on Trius' ability to engage in certain other transactions for twelve months from the date of the Merger Agreement is terminated in certain circumstances;



•

the fact that the gain realized by Trius' stockholders as a result of the Offer and the Merger generally will be taxable to the stockholders for U.S. federal income tax purposes; and



•

the restrictions in the Merger Agreement on the conduct of Trius' business prior to the consummation of the Merger, which may delay or prevent Trius from undertaking business or other opportunities that may arise prior to the consummation of the Offer or the Merger.

        Our Board of Directors concluded that the risks, uncertainties, restrictions and potentially negative factors associated with the Offer and Merger were outweighed by the potential benefits of the Offer and Merger.

        The foregoing discussion of our Board of Directors reasons for its recommendation to accept the Offer is not meant to be exhaustive, but addresses the material information and factors considered by our Board of Directors in connection with its recommendation. In view of the wide variety of factors considered by our Board of Directors in connection with the evaluation of the Offer and the complexity of these matters, our Board of Directors did not find it practicable to, and did not, quantify or otherwise assign relative weights to the specific factors considered in reaching its determination and recommendation. Rather, the directors made their determinations and recommendations based on the totality of the information presented to them, and the judgments of individual members of our Board of Directors may have been influenced to a greater or lesser degree by different factors. In arriving at

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their respective recommendations, the members of our Board of Directors considered the interests of our executive officers and directors as described under "Past Contacts, Transactions, Negotiations and Agreements" in Item 3 above.

(iii)

Certain Financial Projections

        Trius does not, as a matter of course, publicly disclose forecasts or internal projections as to future performance or results of operations due to the inherent unpredictability of the underlying assumptions and projections. In connection with consideration of unsolicited proposals, our management prepared base case financial projections that reflect the results that management believes would most likely occur if we were to remain independent and follow our current commercialization strategy for tedizolid phosphate. We provided the management base case projections to our Board of Directors in connection with its review of potential strategic alternatives and our financial advisors and directed our financial advisors to rely on these base case projections for use in connection with their financial analyses and respective opinions. Trius did not provide the management base case projections to Parent or Purchaser.

        The information set forth below is included solely to give Trius stockholders access to certain financial projections that were made available to our Board of Directors and advisors and is not included in this Schedule 14D-9 in order to influence any stockholder's decision to tender Shares in the Offer or any other purpose.

        The financial projections were not prepared with a view toward public disclosure, or with a view toward compliance with published guidelines of the SEC, the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of financial forecasts, or United States generally accepted accounting principles ("GAAP"). Neither our independent registered public accounting firm, nor any other independent accountants, have compiled, examined or performed any procedures with respect to the prospective financial information included below, or expressed any opinion or any other form of assurance on such information or its achievability.

        The financial projections estimate net revenue for sales of tedizolid phosphate in the United States and royalties and collaboration revenue for tedizolid phosphate sales ex-United States under our collaboration agreement with Bayer and under an assumed collaboration agreement covering Europe, which does not now exist, but which we expect we would have entered into had we not pursued the Transactions with Cubist. The financial projections also estimate operating income (calculated as net revenue minus cost of goods sold, research and development, sales and marketing costs, general and administrative expenses and stock based compensation) and net income (calculated as operating income minus taxes). The financial projections reflect numerous estimates and assumptions made by Trius' management with respect to general business, economic, competitive, regulatory, market and financial conditions and other future events, as well as matters specific to Trius' business, all of which are difficult to predict and many of which are beyond Trius' control. The financial projections of Trius as a standalone company were prepared in accordance with GAAP except as otherwise noted and include estimates that are not prepared in accordance with GAAP.

        The management base case projections assume that tedizolid phosphate is launched for commercial sale for the treatment of ABSSSI in 2014 assumes that Trius also receives revenue for the spontaneous use of tedizolid phosphate for the treatment of LRTI (which includes HAP/VAP, the indication Trius is pursuing), bacteremia and other infections. The management base case projections exclude revenue and expenses, including overhead R&D expenses, associated with Trius' preclinical programs for the bacterial enzymes DNA gyrase, consisting of GyrA and GyrB, and Topoisomerase IV, consisting of ParC and ParE, as management could not reasonably prepare revenue projections for the preclinical programs in light of, among other things, the early stage of the preclinical programs, and Trius' need to focus its capital resources on obtaining marketing approval for tedizolid phosphate, building a commercial infrastructure in the United States, including a sales force, and launching and

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marketing tedizolid phosphate for sale in the United States and pursuing additional clinical trials of tedizolid phosphate for the treatment of LRTI and other indications.

        In preparing the financial projections, Trius' management assumed, with respect to United States revenue, commercialization in the United States and overall tedizolid phosphate net pricing per day equal to $185 per day in 2014 with 3% annual price increases and overall annual market growth of 2% in antibiotics labeled for MRSA, ABSSSI peak penetration (based upon projected days of treatment ("DOT")) of 6% by 2019 and a probability of success ("PoS"), adjustment of 93% (based on DiMasi et al. "Trends in Risk Associated with New Drug Development; Success Rates for Investigational Drugs" Nature 2010; post Phase 3 trials, pre FDA-approval) LRTI peak penetration (based upon DOT) of 8% by 2021 and PoS adjustment of 59% (based on DiMasi et al. "Trends in Risk Associated with New Drug Development; Success Rates for Investigational Drugs" Nature 2010; based on a risk profile of a drug in Phase 3), bacteremia peak penetration (based upon DOT) of 3.5% by 2020 and PoS adjustment of 59% (based on DiMasi et al. "Trends in Risk Associated with New Drug Development; Success Rates for Investigational Drugs" Nature 2010; based on a risk profile of a drug in Phase 3), and other infection peak penetration (based upon DOT) of 2.5% by 2020 and PoS adjustment of 59% (based on DiMasi et al. "Trends in Risk Associated with New Drug Development; Success Rates for Investigational Drugs" Nature 2010; based on a risk profile of a drug in Phase 3); with respect to revenue outside the United States, Trius assumed that it would receive upfront and milestone payments from a yet to be identified European partner and assumed the receipt of milestones and royalties and with respect to Japan and the rest of the world, through the collaboration with Bayer; Trius also assumed that it would be reimbursed for certain of its ongoing clinical trial and development costs under its collaboration agreement with Bayer and its potential European collaboration agreement; Trius assumed overall sales and marketing expenses of $17 - $89 million annually from 2013 through 2018 with a 5% growth starting in 2018 including a PoS adjustment of 93% assuming standalone United States commercialization of tedizolid phosphate; and overall research and development expenses of $56 -$33 million annually, from 2013 through 2018 with a decline to $10 million by 2027. The projections further assume that Trius would be required and would be able to raise $80 million additional capital at a 15% discount to the current share price when needed in order to meet the projected development and commercial launch schedule.

        The financial projections reflect subjective judgment in many respects and, therefore, are susceptible to multiple interpretations and periodic revisions based on actual experience and business developments. The inclusion of the financial projections should not be regarded as an indication that Trius, or anyone who received the projections then considered, or now considers, the projections to be material information of Trius or necessarily predictive of actual future events, and this information should not be relied upon as such. Trius views the financial projections as non-material because of the inherent risks and uncertainties associated with such long-range projections. Trius does not intend to, and disclaims any obligation to, update, revise or correct the projections if any of it is or becomes inaccurate (even in the short term).

        The financial projections should be evaluated, if at all, in conjunction with the historical financial statements and other information regarding Trius in its public filings with the SEC. The financial projections do not take into account any circumstances or events occurring after the date they were prepared. Further, the financial projections do not take into account the effect of any failure of the Offer or the Merger to be consummated and should not be viewed as accurate or continuing in that context. Stockholders are cautioned not to place undue, if any, reliance on the financial projections included in this Schedule 14D-9.

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