AGREEMENT AND PLAN OF MERGER BY AND AMONG FOREST LABORATORIES, INC., FL ACQUISITION CORP., CEREXA, INC., and DENNIS PODLESAK and ECKARD WEBER, M.D., AS STOCKHOLDERS’ AGENT DECEMBER 13, 2006 LIST OF EXHIBITS AND SCHEDULESAgreement and Plan of Merger • February 9th, 2007 • Forest Laboratories Inc • Pharmaceutical preparations • Delaware
This AGREEMENT AND PLAN OF MERGER (this "Agreement") is made and entered into as of December 13, 2006 by and among Forest Laboratories, Inc., a Delaware corporation ("Acquiror"), FL Acquisition Corp., a Delaware corporation which is a wholly-owned subsidiary of Acquiror ("Merger Sub"), Cerexa, Inc., a Delaware corporation ("Target"), and Dennis Podlesak and Eckard Weber, as Stockholders’ Agent (solely for purposes of Section 5.12, Section 5.13 and Section 8). Acquiror, Merger Sub and Target may be referred to herein individually as a "Party", and collectively as the "Parties". Capitalized terms used in this Agreement shall have the meanings ascribed to such term in Exhibit A of this Agreement, or if applicable as provided in the text of this Agreement.
