EXHIBIT B Agreement and Plan of MergerMerger Agreement • November 16th, 2006 • Jaharis Mary • Pharmaceutical preparations • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of November 5, 2006 (this “Agreement”) among ABBOTT LABORATORIES, an Illinois corporation (“Parent”), S&G Nutritionals, Inc., a Delaware corporation and a direct wholly-owned Subsidiary of Parent (“Merger Sub”), and KOS PHARMACEUTICALS, INC., a Florida corporation (the “Company”).
EXHIBIT D Shareholders AgreementShareholders Agreement • November 16th, 2006 • Jaharis Mary • Pharmaceutical preparations • Delaware
EXHIBIT E Change in Control AgreementChange in Control Agreement • November 16th, 2006 • Jaharis Mary • Pharmaceutical preparations • New Jersey
EXHIBIT C Stock Purchase AgreementStock Purchase Agreement • November 16th, 2006 • Jaharis Mary • Pharmaceutical preparations • Delaware
STOCK PURCHASE AGREEMENT, dated as of November 5, 2006 (this “Agreement”), among ABBOTT LABORATORIES, an Illinois corporation (“Acquiror”), and Michael Jaharis, Kathryn Jaharis, Steven Jaharis, Daniel Bell and Steven K. Aronoff (each a “Seller” and collectively, “Sellers”). Capitalized terms used but not defined herein shall have the meanings given to such terms in the Merger Agreement.
EXHIBIT A Joint Filing AgreementJoint Filing Agreement • November 16th, 2006 • Jaharis Mary • Pharmaceutical preparations
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Schedule 13D. This Joint Filing Agreement shall be included as an exhibit to such joint filing. In evidence thereof, each of the undersigned being duly authorized, hereby execute this Agreement this 15th day of November, 2006.
