Item 1.02 Termination of a Material Definitive Agreement.

On January 16, 2020, in connection with the consummation of the Merger as described above, ArQule will terminate and repay in full all outstanding obligations due under that certain Loan and Security Agreement, dated January 6, 2017 (as amended or supplemented from time to time), among Oxford Finance LLC, as collateral agent, the lenders party thereto and ArQule.

Item 2.01 Completion of Acquisition or Disposition of Assets.

The disclosures under the Introductory Note and Item 3.01 are incorporated herein by reference.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

The disclosures under the Introductory Note are incorporated herein by reference.

On January 16, 2020, ArQule (i) notified the Nasdaq Stock Market LLC ("Nasdaq") of the consummation of the Merger and (ii) requested that Nasdaq (A) suspend trading of the Shares effective before the opening of trading on January 16, 2020 and (B) file with the SEC a Form 25 Notification of Removal from Listing and/or Registration to delist and deregister the Shares under Section 12(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). As a result, the Shares will no longer be listed on Nasdaq. ArQule intends to file with the SEC a certification on Form 15 under the Exchange Act, requesting the suspension of ArQule's reporting obligations under Sections 13 and 15(d) of the Exchange Act.

Item 3.03 Material Modification to Rights of Security Holders.

The disclosures under the Introductory Note, Item 3.01, Item 5.01 and Item 5.03 are incorporated herein by reference.

Item 5.01 Changes in Control of Registrant.

The disclosures under the Introductory Note, Item 3.01, Item 5.02 and Item 5.03 are incorporated herein by reference.

As a result of the consummation of the Offer and the Merger, there was a change in control of ArQule, and Merck, as the direct parent of Merger Sub, acquired control of ArQule. To the knowledge of ArQule, there are no arrangements which may at a subsequent date result in a further change in control of ArQule.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Pursuant to the Merger Agreement, as of the Effective Time, Patrick J. Zenner, Timothy C. Barabe, Susan L. Kelley, M.D., Ronald M. Lindsay, Ph.D., Michael D. Loberg, Ph.D., William G. Messenger, D. Min., Ran Nussbaum and Paolo Pucci each resigned and ceased to be directors of ArQule and members of any committee of ArQule's board of directors. These resignations were not a result of any disagreement between ArQule and the directors on any matter relating to ArQule's operations, policies or practices.

Pursuant to the Merger Agreement, as of the Effective Time, the directors and officers of Merger Sub immediately prior to the Effective Time became the directors and officers of the Surviving Corporation. The directors of Merger Sub immediately prior to the Effective Time were Rita Karachun, Caroline Litchfield, and Jon Filderman. As of the Effective Time, ArQule's board of directors appointed Rita Karachun as President, Caroline Litchfield as Senior Vice President and Treasurer, and Jon Filderman as Secretary. Information regarding the new directors and executive officers has been previously disclosed in Schedule I of the Offer to Purchase to the Tender Offer Statement on Schedule TO filed by Merck and Merger Sub with the SEC on December 17, 2019, as subsequently amended, which is incorporated herein by reference.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change of Fiscal Year.

Pursuant to the terms of the Merger Agreement, as of the Effective Time, ArQule's certificate of incorporation, as in effect immediately prior to the Effective Time, was amended and restated in its entirety (the "Amended and Restated Certificate of Incorporation"). In addition, pursuant to the terms of the Merger Agreement, at the Effective Time, ArQule's by-laws, as in effect immediately prior to the Effective Time, were amended and restated in their entirety (the "Amended and Restated By-Laws").

Copies of the Amended and Restated Certificate of Incorporation and the Amended and Restated By-Laws are filed as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K, and are incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.





(d) Exhibits



Exhibit
Number                                  Description

  2.1       Agreement and Plan of Merger, dated December 6, 2019, among ArQule,
          Inc., Merck Sharp & Dohme Corp. and Argon Merger Sub, Inc. (incorporated
          by reference to Exhibit 2.1 to ArQule's Current Report on Form 8-K filed
          with the SEC on December 9, 2019).*
  2.2       First Amendment to Agreement and Plan of Merger, dated December 17,
          2019, among ArQule, Inc., Merck Sharp & Dohme Corp. and Argon Merger
          Sub, Inc. (incorporated by reference to Exhibit 2.1 to ArQule's Current
          Report on Form 8-K filed with the SEC on December 17, 2019).
  3.1       Amended and Restated Certificate of Incorporation of ArQule, Inc.,
          dated January 16, 2020.
  3.2       Amended and Restated By-Laws of ArQule, Inc., dated January 16,
          2020.

* Schedules to the Agreement and Plan of Merger have been omitted pursuant to

Item 601(b)(2) of Regulation S-K. The registrant will furnish copies of any

such schedules to the U.S. Securities and Exchange Commission upon request.

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