ESCROW AGREEMENTEscrow Agreement • October 19th, 2009 • Arigene Co., Ltd. • Biological products, (no disgnostic substances) • New York
This ESCROW AGREEMENT (this “Agreement”) is made and entered into as of this 1st day of October, 2009, by and among Arigene Co., Ltd., a corporation organized under the laws of the Republic of Korea (the “Parent”), Trimeris, Inc., a Delaware corporation (the “Company”), and The Bank of New York Mellon, a New York banking corporation, as the Escrow Agent (in such capacity, the “Escrow Agent”).
AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • November 17th, 2009 • Arigene Co., Ltd. • Biological products, (no disgnostic substances) • Delaware
THIS AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this “Amendment”) dated November 17, 2009, by and among Arigene Co., Ltd., a corporation organized under the laws of the Republic of Korea (the “Parent”), RTM Acquisition Company, a Delaware corporation and a wholly-owned subsidiary of the Parent (the “Purchaser”), and Trimeris, Inc., a Delaware corporation (the “Company”). Capitalized terms used herein and not otherwise defined shall have the meaning given them in the Agreement and Plan of Merger, dated October 2, 2009, among the Parent, the Purchaser and the Company (the “Merger Agreement”).
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • October 19th, 2009 • Arigene Co., Ltd. • Biological products, (no disgnostic substances) • Delaware
TENDER AND SUPPORT AGREEMENT (this “Agreement”) dated as of October 2, 2009 among Arigene Co., Ltd., a corporation organized under the laws of the Republic of Korea (the “Parent”), RTM Acquisition Company, a Delaware corporation and a wholly-owned subsidiary of Parent (the “Purchaser”), and certain stockholders and optionholders of Trimeris, Inc., a Delaware corporation (the “Company”), listed on Annex I (each, a “Stockholder”).
