Execution Version TENDER AND SUPPORT AGREEMENT This TENDER AND SUPPORT AGREEMENT (this " Agreement "), dated as of

TENDER AND SUPPORT AGREEMENT

This TENDER AND SUPPORT AGREEMENT (this

"Agreement"), dated as of May 23, 2022, is entered into by and among Innoviva, Inc., a Delaware corporation ("Parent"), Innoviva Merger Sub, Inc., a Delaware corporation and wholly owned Subsidiary of Parent ("Merger Sub"), and the Person

listed as "Stockholder" on the signature page hereto ("Stockholder").

WHEREAS, simultaneously with the execution of this Agreement, Parent, Merger Sub and Entasis Therapeutics Holdings Inc., a Delaware

corporation (the "Company") have entered into that certain Agreement and Plan of Merger, dated as of the date hereof (the "Merger Agreement"), pursuant to which, among other things, subject to the terms and conditions of the Merger Agreement, Merger Sub will commence a tender offer (as the offer may be modified pursuant to the

Merger Agreement, the "Offer") for each of the issued and outstanding Company Shares (as defined below) for $2.20 in cash per share, and following completion of the

Offer, Merger Sub will be merged with and into the Company (the "Merger") as a result of which all of the Unaffiliated Shares (other than shares of Company Common Stock

owned by the Purchaser Parties or held by the Company as treasury stock), and all rights to purchase or otherwise acquire any Company Shares, including any Company Equity Award, not tendered in the Offer will be canceled and converted into the right

to receive payment as set out in the Merger Agreement, and following the Merger, the Company will thereupon become a wholly owned subsidiary of Parent;

WHEREAS, as of the date hereof, Stockholder is the Beneficial Owner (as defined below) of the Company Shares set forth on the signature page of this Agreement; and

WHEREAS, as a condition and inducement to Parent's and Merger Sub's willingness to enter into the Merger Agreement, Parent has requested Stockholder, and Stockholder has agreed, in its capacity as a stockholder of the Company, to

accept the Offer and tender the Subject Shares in accordance with the terms and conditions set forth herein.

NOW, THEREFORE, in contemplation of the foregoing and in consideration of the mutual agreements, covenants, representations and warranties contained herein and intending to be legally bound hereby, the parties hereto agree as follows:

of Shares. Stockholder agrees to promptly (and, in any event, not later than ten (10) Business Days after commencement of the Offer with respect to Subject Shares Beneficially Owned as of the date hereof and not later than ten (10)

Business Days after Stockholder acquires Beneficial Ownership of any additional Subject Shares, but in any case prior to the Expiration Date) validly tender, or cause to be validly tendered, into the Offer, pursuant to and in accordance with the

terms of the Offer and Rule 14d-2 under the Exchange Act, all of the Subject Shares (free and clear of any Encumbrances or restrictions, except for restrictions on transfer or voting as created by this Agreement or any applicable restrictions on

transfer under applicable securities Laws). Notwithstanding anything in this Agreement to the contrary, nothing herein shall require Stockholder to exercise any Company Equity Award or require Stockholder to purchase any Company Shares, and nothing

herein shall prohibit Stockholder from exercising any Company Option held by such Stockholder as of the date of this Agreement.

Withdrawal. Stockholder agrees not to withdraw, and not to cause or permit to be withdrawn, any Subject Shares from the Offer unless and until (i) the Offer expires without Merger Sub having accepted for payment any Company Shares

tendered in the Offer or (ii) termination of this Agreement in accordance with Section 6.2 hereof. In the case of the foregoing, Parent and Merger Sub shall promptly

return, and shall cause any depository acting on behalf of Parent and Merger Sub to return, all tendered Subject Shares to the Stockholder.

Obligation. Stockholder acknowledges and agrees that Merger Sub's obligation to accept for payment Company Shares tendered into the Offer, including the Subject Shares tendered by Stockholder, is subject to the terms and conditions

of the Merger Agreement and the Offer.

Agreement. Stockholder hereby agrees that, during the Support Period, Stockholder will not vote any Subject Shares in favor of, or consent to, and will vote against and not consent to, the approval of any (i) Acquisition Proposal,

(ii) reorganization, recapitalization, dissolution, liquidation or winding-up of the Company or any other extraordinary transaction involving the Company other than the Merger, (iii) corporate action, the consummation of which would frustrate the

purposes, or prevent or materially delay the consummation, of any of the transactions contemplated by the Merger Agreement or (iv) other matter relating to, or in connection with, any of the foregoing matters. Stockholder shall use its

commercially reasonable efforts to ensure that, during the Support Period, any other Person having voting power with respect to any Subject Shares will not vote any such Subject Shares in favor of or consent to, and will vote against, the approval

of the matters described in clauses (i) through (iv) of the preceding sentence. Stockholder shall retain at all times the right to vote its Subject Shares in its sole discretion and without any other limitation on those matters other than those set

forth in this Section 2 that are at any time or from time to time presented for consideration to the Company's stockholders generally.

and Warranties of Stockholder. Stockholder represents and warrants to Parent that:

The execution, delivery and performance by Stockholder of this Agreement and the consummation by Stockholder of the transactions contemplated hereby are within the powers of Stockholder and, if applicable, have been duly authorized by all necessary

corporate, company, partnership or other action. Assuming due authorization, execution and delivery by Parent and Merger Sub, this Agreement constitutes a legal, valid and binding agreement of Stockholder, enforceable against Stockholder in

accordance with its terms, subject to the effect of any Enforceability Exceptions, to approval by the Board of this Agreement and the Merger Agreement and the transactions contemplated hereby and thereby and to the federal securities Laws. If this

Agreement is being executed in representative or fiduciary capacity, the Person signing this Agreement has full power and authority to enter into and perform this Agreement.

The execution, delivery and performance by Stockholder of this Agreement and the consummation of the transactions contemplated hereby do not and will not (i) violate the certificate of incorporation or bylaws, or other comparable charter or

organizational documents, of Stockholder, if any, (ii) violate any applicable Law or (iii) conflict with or violate or require any consent, approval, notice or other action by any Person under, constitute a default (with or without notice or lapse

of time or both) under, or give rise to any right of termination, cancellation or acceleration or to a loss of any benefit to which Stockholder is entitled under, any provision of any Contract to which Stockholder is a party or by which any of

Stockholder's properties or assets are bound, including the Subject Shares, with only such exceptions, in the case of each of clauses (ii) and (iii), as would not adversely affect

in any material respect the ability of Stockholder to perform its obligations hereunder or consummate the transactions contemplated hereby.

of Shares; Voting. Stockholder is, or will be, as applicable, the Beneficial Owner of the Subject Shares, free and clear of any Encumbrances and any other limitation or restriction (including any restriction on the right to vote or

otherwise dispose of the Subject Shares), except for any applicable restrictions on transfer under the applicable securities Laws that would not in any event prevent Stockholder from tendering the Subject Shares in accordance with this Agreement or

otherwise complying with Stockholder's obligations under this Agreement. Stockholder has or will have sole voting power, sole power of disposition, sole power to issue instructions with respect to the matters set forth herein, and sole power to

agree to all of the matters set forth in this Agreement, in each case with respect to all of the Subject Shares, with no limitations, qualifications or restrictions on such rights, subject to applicable securities Laws and the terms of this

Shares. Except for the Subject Shares, Stockholder does not Beneficially Own any (i) shares of capital stock or voting securities of the Company or (ii) options, warrants or other rights to acquire, or securities convertible into or

exchangeable for (in each case, whether currently, upon lapse of time, following the satisfaction of any conditions, upon the occurrence of any event or any combination of the foregoing), any capital stock, voting securities or securities

convertible into or exchangeable for capital stock or voting securities of the Company.

Fees. No investment banker, broker, finder or other intermediary is entitled to a fee or commission from Parent, Merger Sub or the Company in respect of this Agreement based upon any Contract made by or on behalf of Stockholder

solely in Stockholder's capacity as a stockholder of the Company.

Litigation. As of the date of this Agreement, there is no suit, claim, action, investigation or other Legal Proceeding pending or, to the knowledge of Stockholder, threatened against Stockholder at law or in equity before or by any

Governmental Entity that would reasonably be expected to impair the ability of Stockholder to perform Stockholder's obligations hereunder or consummate the transactions contemplated hereby.

and Warranties of Parent and Merger Sub. Parent and Merger Sub represent and warrant to Stockholder:

Authorization. The execution, delivery and performance by Parent and Merger Sub of this Agreement and the consummation by Parent and Merger Sub of the transactions contemplated hereby are within the corporate powers of Parent and the

corporate powers of Merger Sub and have been duly authorized by all necessary corporate action. Assuming due authorization, execution and delivery by Stockholder, this Agreement constitutes a valid and binding agreement of Parent and Merger Sub,

enforceable against Parent and Merger Sub in accordance with its terms, subject to the effect of any Enforceability Exceptions.

of Stockholder. Stockholder hereby covenants and agrees that:

Proxies for, Encumbrances on or Disposition of Shares; Transfer of Voting Rights. During the Support Period, except pursuant to the terms of this Agreement, Stockholder shall not, without the prior written consent of Parent, directly

or indirectly, (a) grant any proxies, or enter into any voting trust or other Contract, with respect to the voting of any Subject Shares, (b) sell, assign, transfer, tender, encumber or otherwise dispose of, or enter into any Contract with respect

to the direct or indirect sale, assignment, transfer, tender, encumbrance or other disposition of, any Subject Shares or (c) knowingly take any other action that would make any representation or warranty of Stockholder contained herein untrue or

incorrect in any material respect or restrict, limit or interfere with the performance of Stockholder's obligations hereunder or the transactions contemplated hereby or by the Merger Agreement, or seek to do or solicit any of the foregoing actions,

or knowingly cause or permit any other Person to take any of the foregoing actions. Without limiting the generality of the foregoing, during the Support Period, Stockholder shall not tender, agree to tender or cause or permit to be tendered any

Subject Shares into or otherwise in connection with any tender or exchange offer, except pursuant to the Offer. Notwithstanding the foregoing, Stockholder may transfer Subject Shares to (i) if Stockholder is an individual, immediate family members

or a trust for the benefit of Stockholder or any immediate family members of Stockholder, (ii) if Stockholder is a limited partnership or limited liability company, a partner, member or equity holder of Stockholder or (iii) if Stockholder is a

corporation, to an Affiliate that controls, is controlled by or is under common control with Stockholder, in each case, without the prior written consent of Parent; provided that a transfer referred to in this sentence shall be permitted only if,

as a precondition to such transfer, the transferee agrees in a written Contract to be bound by all of the terms of this Agreement. During the Support Period, Stockholder shall not deposit, or permit the deposit of, any Subject Shares in a voting

trust, grant any proxy in respect of any Subject Shares, or enter into any voting or similar Contract in contravention of the obligations of such Stockholder under this Agreement with respect to any of the Subject Shares.

Stockholder, and each of Stockholder's Subsidiaries, if any, shall not, and shall use its reasonable best efforts to cause their respective officers, directors, employees or other Representatives, if any, not to, directly or indirectly, make any

press release, public announcement or other public communication regarding this Agreement or the Merger Agreement or any of the transactions contemplated hereby and thereby, without the prior written consent of Parent (such consent not to be

unreasonably withheld, conditioned or delayed). Stockholder hereby (i) consents to and authorizes the publication and disclosure by Parent, Merger Sub and the Company (including in the Schedule TO, the Schedule 13E-3, the Schedule 14D-9 or any

other publicly filed documents relating to the Merger, the Offer or any other transaction contemplated by the Merger Agreement) of: (a) Stockholder's identity; and (b) the nature of Stockholder's commitments, arrangements and understandings under

this Agreement, and any other information that Parent, Merger Sub or the Company determines to be required by applicable law or regulation in any SEC disclosure document in connection with the Offer, the Merger or any of the other transactions

contemplated by the Merger Agreement and (ii) agrees as promptly as practicable to notify Parent, Merger Sub and the Company of any required corrections with respect to any written information supplied by Stockholder specifically for use in any

such disclosure document. Notwithstanding the foregoing, nothing herein shall limit or affect any actions taken by Stockholder (or any affiliated officer or director of the Company) in compliance with the Merger Agreement.

Shares. In the event that Stockholder acquires Beneficial Ownership of, or the power to dispose of or vote or direct the disposition or voting of, any additional Company Shares, such Company Shares shall, without further action of

the parties, be subject to the provisions of this Agreement and deemed "Subject Shares", and the number of Subject Shares set forth on the signature page hereto will be deemed amended accordingly. Stockholder shall promptly notify Parent, Merger

Sub and the Company of any such event.

of Appraisal and Dissenters' Rights and Actions. Stockholder hereby (i) waives and agrees not to exercise any rights (including under Section 262 of the DGCL) to demand appraisal of any Subject Shares or rights to dissent from the

Merger which may arise with respect to the Merger and (ii) agrees not to commence or participate in, and to take all actions necessary to opt out of any class in any class action with respect to, any claim, derivative or other Legal Proceeding,

against Parent, Merger Sub, the Company or any of their respective successors relating to the negotiation, execution or delivery of this Agreement or the Merger Agreement or the making or consummation of the Offer or consummation of the Merger,

including any Legal Proceeding (x) challenging the validity of, or seeking to enjoin the operation of, any provision of this Agreement, (y) alleging a breach of any fiduciary duty of the Board in connection with the Merger Agreement or the

transactions contemplated thereby or (z) with respect to SEC disclosure (or other disclosure to the Company stockholders) in connection with this Agreement or the Merger Agreement or the transactions contemplated hereby or thereby.

Definitional and Interpretative Provisions. Unless specified otherwise, in this Agreement the obligations of any party hereto consisting of more than one Person are joint and several. The words "hereof," "herein" and "hereunder" and

words of similar import used in this Agreement shall be construed to refer to this Agreement as a whole and not to any particular provision of this Agreement. The captions herein are included for convenience of reference only and shall be ignored

in the construction or interpretation hereof. References to Sections are to Sections of this Agreement unless otherwise specified. Any singular term in this Agreement shall be deemed to include the plural, and vice versa. Whenever the words

"include," "includes" or "including" are used in this Agreement, they shall be deemed to be followed by the words "without limitation," whether or not they are in fact followed by those words or words of like import. The word "or" has the inclusive

meaning represented by the phrase "and/or." "Writing," "written" and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References to any Contract (including the Merger

Agreement) are to that Contract as amended, modified or supplemented, restated or replaced from time to time in accordance with the terms hereof and thereof. References to any Person include the successors and permitted assigns of that Person.

References from or through any date mean, unless otherwise specified, from and including or through and including, respectively.

Termination. Any provision of this Agreement may be amended or waived if, but only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by each party to this Agreement or in the case of a waiver, by

the party against whom the waiver is to be effective. This Agreement shall terminate upon the termination or expiration of the Support Period; provided, however, that no termination of this Agreement shall relieve any party hereto from any

liability for any breach of any provision of this Agreement prior to such termination.

All costs and expenses incurred in connection with this Agreement shall be paid by the party incurring such cost or expense.

and Assigns. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns; provided that Stockholder may not assign, delegate or otherwise transfer

any of Stockholder's rights or obligations under this Agreement without the prior written consent of Parent. Any assignment, delegation or transfer in violation of the foregoing shall be null and void.

Law. This Agreement shall be governed by and construed in accordance with and governed by the laws of the State of Delaware, without regard to the conflicts of law rules of such State that would result in the application of any law

other than the law of the State of Delaware.

Effectiveness. This Agreement may be executed in counterparts, including via email in "portable document format" (".pdf") form transmission, all of

which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each of the parties and delivered to the other parties, it being understood that all parties need not sign the same counterpart.

Until and unless each party has received a counterpart hereof signed by the other party hereto and the Merger Agreement has become effective, this Agreement shall have no effect and no party shall have any right or obligation hereunder (whether by

virtue of any other oral or written agreement or other communication).