AGREEMENT AND PLAN OF MERGER by and among OTSUKA PHARMACEUTICAL CO., LTD., AUTUMN ACQUISITION CORPORATION and ASTEX PHARMACEUTICALS, INC. Dated as of September 5, 2013Merger Agreement • September 13th, 2013 • Otsuka Holdings Co., Ltd. • Pharmaceutical preparations • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of September 5, 2013 by and among OTSUKA PHARMACEUTICAL CO., LTD., a Japanese joint stock company (“Parent”), AUTUMN ACQUISITION CORPORATION, a Delaware corporation and a direct or indirect, wholly-owned subsidiary of Parent (“Acquisition Sub”), and ASTEX PHARMACEUTICALS, INC., a Delaware corporation (the “Company”).
MUTUAL NON-DISCLOSURE AGREEMENTMutual Non-Disclosure Agreement • December 12th, 2014 • Otsuka Holdings Co., Ltd. • Pharmaceutical preparations • California
THIS MUTUAL NON-DISCLOSURE AGREEMENT (this “Agreement”), entered into as of MAY 13, 2013 (the “Effective Date”), governs the disclosure of information by and between AVANIR PHARMACEUTICALS, INC., a Delaware corporation, with offices located at 20 Enterprise, Suite 200, Aliso Viejo, California, 92656, and OTSUKA PHARMACEUTICAL CO. LTD. a JAPANESE CORPORATION, with offices located at 2-9, KANDA TSUKASA-MACHI, CHIYODA-KU, TOKYO 101-8535, JAPAN (each a “party” and sometimes collectively referred to as the “parties” to this Agreement).
FIRST AMENDMENT TO NON-DISCLOSURE AGREEMENTNon-Disclosure Agreement • December 12th, 2014 • Otsuka Holdings Co., Ltd. • Pharmaceutical preparations
THIS FIRST AMENDMENT to the Non-Disclosure Agreement (“Amendment”) is effective as of JULY 16, 2013, by and between AVANIR PHARMACEUTICALS, INC. (“Avanir”) and OTSUKA PHARMACEUTICAL CO. LTD. (“Company”). Hereafter, each of Avanir and Company may also be referred to as a “party” and sometimes collectively referred to as the “parties”.
SECOND AMENDMENT TO NON-DISCLOSURE AGREEMENTNon-Disclosure Agreement • December 12th, 2014 • Otsuka Holdings Co., Ltd. • Pharmaceutical preparations
THIS SECOND AMENDMENT to the Non-Disclosure Agreement (“Amendment”) is effective as of SEPTEMBER 2, 2014, by and between AVANIR PHARMACEUTICALS, INC. (“Avanir”) and OTSUKA PHARMACEUTICAL CO. LTD. (“Company”). Hereafter, each of Avanir and Company may also be referred to as a “party” and sometimes collectively referred to as the “parties”.
CREDIT AGREEMENTCredit Agreement • January 6th, 2015 • Otsuka Holdings Co., Ltd. • Pharmaceutical preparations • California
This CREDIT AGREEMENT (this “Agreement”) is dated as of January 6, 2015, and is by and between OTSUKA AMERICA, INC. (the “Borrower”), a corporation duly organized and validly existing under the laws of the State of Delaware, and THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., a Japanese banking corporation (the “Bank”).
August 5, 2013 Otsuka Pharmaceutical Co., Ltd. Shinagawa Grand Central Tower 2-16-4 Konan, Minato-ku Tokyo 108-8242 Ladies and Gentlemen:Letter Agreement • September 13th, 2013 • Otsuka Holdings Co., Ltd. • Pharmaceutical preparations
Reference is made to that certain letter agreement between Otsuka Pharmaceutical Co., Ltd. and Astex Pharmaceuticals, Inc. dated July 3, 2013 (the “Original Agreement”). This letter agreement is to confirm our agreement with respect to amendment of certain terms of the Original Agreement. Capitalized terms used but not defined herein have the meanings given to them in the Original Agreement.
