AGREEMENT AND PLAN OF MERGER by and among ACTELION US HOLDING COMPANY CURL ACQUISITION SUBSIDIARY, INC. a wholly owned subsidiary of Actelion US Holding Company and COTHERIX, INC. Dated as of November 19, 2006Agreement and Plan of Merger • December 4th, 2006 • Actelion US Holding CO • Biological products, (no disgnostic substances) • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of November 19, 2006, by and among Actelion US Holding Company, a Delaware corporation (“Parent”), Curl Acquisition Subsidiary, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Purchaser”), and CoTherix, Inc., a Delaware corporation (the “Company”).
TENDER AND VOTING AGREEMENTTender and Voting Agreement • December 4th, 2006 • Actelion US Holding CO • Biological products, (no disgnostic substances) • Delaware
THIS TENDER AND VOTING AGREEMENT (this “Agreement”) is made and entered into as of November 19, 2006 by and between Actelion US Holding Company, a Delaware corporation (“Parent”), and the undersigned stockholder (the “Stockholder”) of CoTherix, Inc., a Delaware corporation (the “Company”).
SUPPLEMENTAL PROXY AGREEMENTSupplemental Proxy Agreement • December 4th, 2006 • Actelion US Holding CO • Biological products, (no disgnostic substances)
This Supplemental Proxy Agreement dated November 19, 2006 relates to the Tender and Voting Agreement dated the date hereof (the “Tender Agreement”) between the undersigned parties, which is being entered into simultaneously herewith. Capitalized terms used herein without definition have the meanings stated in the Tender Agreement.
JOINT FILING AGREEMENTJoint Filing Agreement • December 4th, 2006 • Actelion US Holding CO • Biological products, (no disgnostic substances)
This agreement may be executed in one or more counterparts, each of which shall be deemed to be an original instrument, but all of such counterparts together shall constitute but one agreement.
