Exhibit (d)(2)
CONFIDENTIALITY AGREEMENT
This CONFIDENTIALITY AGREEMENT (this “Agreement”), is dated as of March 20, 2025, by and between the party disclosing information under this Agreement, Kronos Bio, Inc. (“KRONOS”), and the party receiving information under this Agreement, Tang Capital Management, LLC (the “Receiving Party”), on the other hand.
WHEREAS, KRONOS and the Receiving Party are engaging in discussions about a possible transaction involving KRONOS or the securities of KRONOS (the “Transaction”), and in connection with evaluating the Transaction, KRONOS, directly or indirectly through KRONOS’s Representatives (as defined below), may disclose to the Receiving Party or the Receiving Party’s Representatives certain information relating to KRONOS or its affiliates which is non-public, confidential or proprietary.
NOW, THEREFORE, in consideration of the mutual covenants contained herein, and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
1. Confidential Information. The term “Confidential Information” shall mean, with respect to KRONOS, all confidential, proprietary and non-public information (whether written, oral or electronic communications) regarding KRONOS or its affiliates furnished by or on behalf of KRONOS to the Receiving Party or its Representatives in connection with the Receiving Party’s evaluation, negotiation, financing, implementation or consummation of the Transaction. Confidential Information will not, however, include information which (i) is or becomes publicly available other than as a result of a disclosure by the Receiving Party or its Representatives in violation of this Agreement, (ii) is or becomes available to the Receiving Party or its Representatives from a third party which, to the knowledge of the Receiving Party, after reasonable inquiry, is not bound by confidentiality obligations to KRONOS with respect to such information, (iii) is known to the Receiving Party or its Representatives prior to disclosure by KRONOS or its Representatives, and is not subject to any other obligation of confidentiality applicable to the Receiving Party or its Representatives or (iv) is or has been independently developed by the Receiving Party and/or its Representatives without use of any Confidential Information furnished to it by or on behalf of KRONOS, as shown by contemporaneous documentation evidencing such independent development. The term “Representatives” with respect to any person shall mean such person’s affiliates and its and its affiliates’ respective directors, managers, officers, employees, consultants, advisors (actual and potential), shareholders, agents and other representatives; provided, that the obligations of the Receiving Party for its Representatives hereunder with respect to the use and disclosure of Confidential Information shall only include those Representatives who actually receive Confidential Information on its behalf in connection with this Agreement. The Receiving Party agrees to advise KRONOS in writing, email being sufficient, of any financial institutions or financial advisors retained by it as an advisor for the Transaction and further agrees not to discourage financial institutions or financial advisors from being retained by other bidders or potential bidders as advisors for a potential transaction with KRONOS.
2. Confidentiality of Information. The Receiving Party (i) will keep the Confidential Information of KRONOS confidential and will not (except as required by applicable law, regulation, Securities and Exchange Commission (“SEC”) or stock exchange requirement or legal process (“Legal Requirement”), and only after compliance with paragraph 4 below), without receipt of KRONOS’s prior written consent, disclose to any person any Confidential Information (except as described herein), and (ii) will not use any Confidential Information other than in connection with its evaluation, negotiation, financing, implementation or consummation of the Transaction. The Receiving Party further agrees to disclose the Confidential Information only to its Representatives who reasonably need to know the Confidential Information for the purpose of evaluating, negotiating, implementing or consummating the Transaction, and who are informed of the confidential nature of the Confidential Information and have fiduciary duties or obligations to the Receiving Party sufficient to ensure that they comply with the terms of this Agreement. Notwithstanding anything herein to the contrary, each party recognizes that the other party or their Representatives may in the future develop or acquire products or services related to or similar to the subject matter of Confidential Information disclosed under this Agreement. The terms of confidentiality under this Agreement shall not be construed to limit the right of any party or their Representatives to directly or indirectly independently develop or acquire products or services without use or disclosure of the other party’s Confidential Information in violation of this Agreement.
3. Confidentiality of Transaction. Without receipt of the prior written consent of the other party, no party nor any of their respective Representatives will (except as required by Legal Requirement, and only after compliance with paragraph 4 below) disclose to any person (other than its Representatives who reasonably need