AGREEMENT AND PLAN OF MERGER Among ELI LILLY AND COMPANY, ALASKA ACQUISITION CORPORATION and IMCLONE SYSTEMS INCORPORATED Dated as of October 6, 2008Merger Agreement • October 10th, 2008 • Lilly Eli & Co • Pharmaceutical preparations • Delaware
Contract Type FiledOctober 10th, 2008 Company Industry JurisdictionThe Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon the stockholders herein are granted subject to this reservation.
AGREEMENT AND PLAN OF MERGER Among ELI LILLY AND COMPANY, ALASKA ACQUISITION CORPORATION and IMCLONE SYSTEMS INCORPORATED Dated as of October 6, 2008Merger Agreement • October 8th, 2008 • Imclone Systems Inc • Biological products, (no disgnostic substances) • Delaware
Contract Type FiledOctober 8th, 2008 Company Industry JurisdictionAGREEMENT AND PLAN OF MERGER, dated as of October 6, 2008 (this “Agreement”), by and among Eli Lilly and Company, an Indiana corporation (“Parent”), Alaska Acquisition Corporation, a Delaware corporation and a wholly-owned Subsidiary of Parent (the “Purchaser”), and ImClone Systems Incorporated, a Delaware corporation (the “Company”). All capitalized terms used in this Agreement shall have the meanings assigned to such terms in Section 8.4 or as otherwise defined elsewhere in this Agreement unless the context clearly indicates otherwise.