Amendment No. 1 to Agreement and Plan of Merger
Exhibit 99.1
Amendment No. 1 to Agreement and Plan of Merger
This Amendment No. 1 (this “Amendment”) is made and entered into as of
September 29, 2010 by and among Emergent BioSolutions Inc. a Delaware corporation
(“Parent”), 35406 LLC, a Delaware limited liability company and wholly owned direct
subsidiary of Parent (sometimes referred to herein as the “LLC”), 30333 Inc., a Delaware
corporation and wholly owned indirect subsidiary of Parent (referred to herein as “Merger
Sub”), and Trubion Pharmaceuticals, Inc. a Delaware corporation (the “Company” ), as an
amendment to the Agreement and Plan of Merger, dated as of August 12, 2010 (the “Merger
Agreement”) by and among Parent, LLC, Merger Sub and the Company.
Recitals
A. Parent, LLC, Merger Sub and Company are parties to the Merger Agreement. Capitalized terms
not defined in this Amendment shall have the meaning given such terms in the Merger Agreement.
B. Section 7.4 of the Merger Agreement provides that any term or provision of the Merger
Agreement may be amended by the parties thereto.
C. The parties to the Merger Agreement desire to amend Section 5.10(b) thereof, pursuant to
the terms of this Amendment.
In consideration of the foregoing recitals and mutual promises set forth herein, the receipt
and sufficiency of which are hereby acknowledged, the parties agree as follows:
1. Section 5.10(b) of the Merger Agreement is hereby amended in its entirety to read as
follows:
“The Company shall take all actions reasonably necessary to effect the termination
of the Company’s 401(k) plan (and any other defined contribution qualified retirement
plan maintained by the Company or any ERISA Affiliate), with such termination to be
effective no later than the day immediately prior to the Closing Date. The Company’s
Board of Directors shall adopt appropriate resolutions authorizing the termination of
all such plans and the distribution of plan assets and all necessary attendant actions.”
2. Except as expressly amended hereby, each term, condition and provision of the Merger
Agreement shall remain in full force and effect.
3. This Amendment may be executed in counterparts, each of which will be an original as
regards any party whose name appears thereon and all of which together will constitute one and the
same instrument.
[Remainder of Page Intentionally Left Blank]
In Witness Whereof, the parties have executed this Amendment to the Merger Agreement
as of the date first written above.
Trubion Pharmaceuticals, Inc. | ||||
By: | /s/ Xxxxx Xxxxxx | |||
Name: | Xxxxx Xxxxxx | |||
Title: | Executive Chairman | |||
35406 LLC | ||||
By: Emergent BioSolutions Inc., its manager | ||||
By: | /s/ Xxxxxx Xxxxx-Nabi | |||
Name: | Xxxxxx Xxxxx-Nabi | |||
Title: | President | |||
30333 INC. | ||||
By: | /s/ Xxx Xxxxxx | |||
Name: | Xxx Xxxxxx | |||
Title: | Secretary | |||
Emergent BioSolutions Inc. | ||||
By: | /s/ Xxxxxx Xxxxx-Nabi | |||
Name: | Xxxxxx Xxxxx-Nabi | |||
Title: | President | |||
[Signature Page to Amendment No. 1]
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