Common Contracts

36 similar Merger Agreement contracts by Cti Biopharma Corp, Alder Biopharmaceuticals Inc, Auspex Pharmaceuticals, Inc., others

AGREEMENT AND PLAN OF MERGER among: H. Lundbeck A/S, a Danish aktieselskab; Langkawi Corporation, a Delaware corporation; Lundbeck LLC, a Delaware limited liability company; and Longboard Pharmaceuticals, Inc., a Delaware corporation. Dated as of...
Merger Agreement • October 15th, 2024 • Longboard Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of October 14, 2024, by and among H. Lundbeck A/S, a Danish aktieselskab (“Parent”); Lundbeck LLC, a Delaware limited liability company and an indirect wholly owned subsidiary of Parent (“Payor”); Langkawi Corporation, a Delaware corporation and a direct wholly owned Subsidiary of Payor (“Purchaser”); and Longboard Pharmaceuticals, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.

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AGREEMENT AND PLAN OF MERGER among: CYMABAY THERAPEUTICS, INC., a Delaware corporation; GILEAD SCIENCES, INC., a Delaware corporation; and PACIFIC MERGER SUB, INC., a Delaware corporation Dated as of February 11, 2024
Merger Agreement • February 12th, 2024 • CymaBay Therapeutics, Inc. • Pharmaceutical preparations • Delaware

THIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into as of February 11, 2024 by and among: Gilead Sciences, Inc., a Delaware corporation (“Parent”); Pacific Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”); and CymaBay Therapeutics, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.

AGREEMENT AND PLAN OF MERGER between: RAYZEBIO, INC., a Delaware corporation; and BRISTOL-MYERS SQUIBB COMPANY, a Delaware corporation Dated as of December 25, 2023
Merger Agreement • December 26th, 2023 • RayzeBio, Inc. • Pharmaceutical preparations • Delaware

THIS AGREEMENT AND PLAN OF MERGER is made and entered into as of December 25, 2023, by and between: BRISTOL-MYERS SQUIBB COMPANY, a Delaware corporation (“Parent”); and RAYZEBIO, INC., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.

AGREEMENT AND PLAN OF MERGER among: Intercept Pharmaceuticals, Inc., a Delaware corporation; Alfasigma S.p.A., an Italian società per azioni; and Interstellar Acquisition Inc., a Delaware corporation Dated as of September 26, 2023
Merger Agreement • September 26th, 2023 • Intercept Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware

THIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into as of September 26, 2023, by and among: Alfasigma S.p.A., an Italian società per azioni (“Parent”); Interstellar Acquisition Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”); and Intercept Pharmaceuticals, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.

AGREEMENT AND PLAN OF MERGER among: CTI BIOPHARMA CORP., a Delaware corporation; SWEDISH ORPHAN BIOVITRUM AB (PUBL), a Swedish public limited liability company; and CLEOPATRA ACQUISITION CORP., a Delaware corporation Dated as of May 10, 2023
Merger Agreement • May 10th, 2023 • Cti Biopharma Corp • Pharmaceutical preparations • Delaware

THIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into as of May 10, 2023, by and among: Swedish Orphan Biovitrum AB (publ), a Swedish public limited liability company (“Parent”); Cleopatra Acquisition Corp., a Delaware corporation and a wholly owned, indirect subsidiary of Parent (“Purchaser”); and CTI BioPharma Corp., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.

AGREEMENT AND PLAN OF MERGER among: CTI BIOPHARMA CORP., a Delaware corporation; SWEDISH ORPHAN BIOVITRUM AB (PUBL), a Swedish public limited liability company; and CLEOPATRA ACQUISITION CORP., a Delaware corporation Dated as of May 10, 2023
Merger Agreement • May 10th, 2023 • Cti Biopharma Corp • Pharmaceutical preparations • Delaware

THIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into as of May 10, 2023, by and among: Swedish Orphan Biovitrum AB (publ), a Swedish public limited liability company (“Parent”); Cleopatra Acquisition Corp., a Delaware corporation and a wholly owned, indirect subsidiary of Parent (“Purchaser”); and CTI BioPharma Corp., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.

AGREEMENT AND PLAN OF MERGER among: F-STAR THERAPEUTICS, INC., a Delaware corporation; INVOX PHARMA LIMITED, a private limited company organized under the laws of England and Wales; FENNEC ACQUISITION INCORPORATED, a Delaware corporation; and solely...
Merger Agreement • June 23rd, 2022 • F-Star Therapeutics, Inc. • Pharmaceutical preparations • Delaware

THIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into as of June 22, 2022, by and among: invoX Pharma Limited, a private limited company organized under the laws of England and Wales (“Parent”); Fennec Acquisition Incorporated, a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”); Sino Biopharmaceutical Limited, a company organized under the laws of the Cayman Islands (“Guarantor”); and F-star Therapeutics, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.

AGREEMENT AND PLAN OF MERGER among: Checkmate Pharmaceuticals, Inc., a Delaware corporation; Regeneron Pharmaceuticals, Inc., a New York corporation; and Scandinavian Acquisition Sub, Inc., a Delaware corporation Dated as of April 18, 2022
Merger Agreement • April 19th, 2022 • Checkmate Pharmaceuticals, Inc. • Biological products, (no disgnostic substances) • Delaware

Any one or more directors may be removed, with or without cause, by the vote or written consent of the holders of a majority of the issued and outstanding shares of capital stock of the Corporation entitled to be voted in the election of directors.

AGREEMENT AND PLAN OF MERGER by and among: COLLEGIUM PHARMACEUTICAL, INC., BRISTOL ACQUISITION COMPANY INC. and BIODELIVERY SCIENCES INTERNATIONAL, INC. Dated as of February 14, 2022
Merger Agreement • February 15th, 2022 • Biodelivery Sciences International Inc • Pharmaceutical preparations • Delaware
AGREEMENT AND PLAN OF MERGER by and among: COLLEGIUM PHARMACEUTICAL, INC., BRISTOL ACQUISITION COMPANY INC. and BIODELIVERY SCIENCES INTERNATIONAL, INC. Dated as of February 14, 2022
Merger Agreement • February 14th, 2022 • Collegium Pharmaceutical, Inc • Pharmaceutical preparations • Delaware
AGREEMENT AND PLAN OF MERGER among: NOVO NORDISK A/S, a Danish aktieselskab; NNUS NEW RESEARCH, INC., a Delaware corporation; and DICERNA PHARMACEUTICALS, INC., a Delaware corporation Dated as of November 17, 2021
Merger Agreement • November 18th, 2021 • Dicerna Pharmaceuticals Inc • Pharmaceutical preparations • Delaware

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of November 17, 2021, by and among: Novo Nordisk A/S, a Danish aktieselskab (“Parent”); NNUS New Research, Inc., a Delaware corporation and a wholly owned indirect subsidiary of Parent (“Purchaser”); and Dicerna Pharmaceuticals, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.

AGREEMENT AND PLAN OF MERGER among: CONSTELLATION PHARMACEUTICALS, INC., a Delaware corporation; MORPHOSYS AG, a German stock corporation (Aktiengesellschaft); and MORPHOSYS DEVELOPMENT INC., a Delaware corporation Dated as of June 2, 2021
Merger Agreement • June 2nd, 2021 • Constellation Pharmaceuticals Inc • Pharmaceutical preparations • Delaware

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of June 2, 2021, by and among MorphoSys AG, a German stock corporation (Aktiengesellschaft) (“Parent”); MorphoSys Development Inc., a Delaware corporation and an indirect wholly owned subsidiary of Parent (“Purchaser”); and Constellation Pharmaceuticals, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.

AGREEMENT AND PLAN OF MERGER among: VIELA BIO, INC., a Delaware corporation; HORIZON THERAPEUTICS USA, INC., a Delaware corporation; TEIRIPIC MERGER SUB, INC., a Delaware corporation; and solely for purposes of Sections 6.7 and 9.12 HORIZON...
Merger Agreement • February 1st, 2021 • Viela Bio, Inc. • Pharmaceutical preparations • Delaware

THIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into as of January 31, 2021 (the “Agreement Date”), by and among HORIZON THERAPEUTICS USA, INC., a Delaware corporation and an indirect wholly owned subsidiary of Ultimate Parent (“Parent”); TEIRIPIC MERGER SUB, INC., a Delaware corporation and a direct wholly owned subsidiary of Parent (“Purchaser”); VIELA BIO, INC., a Delaware corporation (the “Company”); and solely for purposes of Sections 6.7 and 9.12, HORIZON THERAPEUTICS PLC, a public limited company organized under the laws of Ireland (“Ultimate Parent”). Certain capitalized terms used in this Agreement are defined in Exhibit A.

AGREEMENT AND PLAN OF MERGER among: IMMUNOMEDICS, INC., a Delaware corporation; GILEAD SCIENCES, INC., a Delaware corporation; and MAUI MERGER SUB, INC., a Delaware corporation Dated as of September 13, 2020
Merger Agreement • September 14th, 2020 • Immunomedics Inc • In vitro & in vivo diagnostic substances • Delaware

THIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into as of September 13, 2020, by and among: Gilead Sciences, Inc., a Delaware corporation (“Parent”); Maui Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”); and Immunomedics, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.

EX-2.1 2 d407807dex21.htm EX-2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER among: MIRAMAR LABS, INC., a Delaware corporation; SIENTRA, INC., a Delaware corporation; and DESERT ACQUISITION CORPORATION, a Delaware corporation Dated as of June 11,...
Merger Agreement • May 5th, 2020 • Delaware

THIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into as of June 11, 2017, by and among SIENTRA, INC., a Delaware corporation (“Parent”); DESERT ACQUISITION CORPORATION, a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”); and MIRAMAR LABS, INC., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.

AGREEMENT AND PLAN OF MERGER among: Synthorx, Inc., a Delaware corporation; SANOFI, a French société anonyme; and Thunder Acquisition Corp., a Delaware corporation Dated as of December 7, 2019
Merger Agreement • December 9th, 2019 • Synthorx, Inc. • Pharmaceutical preparations • Delaware

THIS AGREEMENT AND PLAN OF MERGER is made and entered into as of December 7, 2019, by and among: Sanofi, a French société anonyme (“Parent”); Thunder Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”); and Synthorx, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.

AGREEMENT AND PLAN OF MERGER by and among ALDER BIOPHARMACEUTICALS, INC. H. LUNDBECK A/S, LUNDBECK LLC, and VIOLET ACQUISITION CORP. Dated as of September 16, 2019
Merger Agreement • September 16th, 2019 • Alder Biopharmaceuticals Inc • Pharmaceutical preparations • Delaware

THIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into as of September 16, 2019, by and among: H. Lundbeck A/S, a Danish aktieselskab (“Parent”); Lundbeck LLC, a Delaware limited liability company and an indirect wholly owned subsidiary of Parent (“Payor”); Violet Acquisition Corp., a Delaware corporation and a direct wholly owned subsidiary of Payor (“Purchaser”); and Alder BioPharmaceuticals, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.

AGREEMENT AND PLAN OF MERGER among: IMMUNE DESIGN CORP., a Delaware corporation; MERCK SHARP & DOHME CORP., a New Jersey corporation; and CASCADE MERGER SUB INC., a Delaware corporation Dated as of February 20, 2019
Merger Agreement • March 5th, 2019 • Merck & Co., Inc. • Pharmaceutical preparations • Delaware

THIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into as of February 20, 2019, by and among: Merck Sharp & Dohme Corp., a New Jersey corporation (“Parent”); Cascade Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”); and Immune Design Corp., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.

AGREEMENT AND PLAN OF MERGER among: IMMUNE DESIGN CORP., a Delaware corporation; MERCK SHARP & DOHME CORP., a New Jersey corporation; and CASCADE MERGER SUB INC., a Delaware corporation Dated as of February 20, 2019
Merger Agreement • February 21st, 2019 • Immune Design Corp. • Pharmaceutical preparations • Delaware

THIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into as of February 20, 2019, by and among: Merck Sharp & Dohme Corp., a New Jersey corporation (“Parent”); Cascade Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”); and Immune Design Corp., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.

AGREEMENT AND PLAN OF MERGER among: JUNO THERAPEUTICS, INC., a Delaware corporation; CELGENE CORPORATION, a Delaware corporation; and BLUE MAGPIE CORPORATION, a Delaware corporation Dated as of January 21, 2018
Merger Agreement • January 22nd, 2018 • Juno Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware

THIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into as of January 21, 2018, by and among: Celgene Corporation, a Delaware corporation (“Parent”); Blue Magpie Corporation, a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”); and Juno Therapeutics, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.

AGREEMENT AND PLAN OF MERGER among: SUCAMPO PHARMACEUTICALS, INC., a Delaware corporation; MALLINCKRODT PLC, an Irish public limited company; and SUN ACQUISITION CO., a Delaware corporation Dated as of December 23, 2017
Merger Agreement • December 26th, 2017 • Mallinckrodt PLC • Pharmaceutical preparations • Delaware

THIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into as of December 23, 2017, by and among: Mallinckrodt plc, an Irish public limited company (“Parent”); Sun Acquisition Co., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”); and Sucampo Pharmaceuticals, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.

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AGREEMENT AND PLAN OF MERGER among: SUCAMPO PHARMACEUTICALS, INC., a Delaware corporation; MALLINCKRODT PLC, an Irish public limited company; and SUN ACQUISITION CO., a Delaware corporation Dated as of December 23, 2017
Merger Agreement • December 26th, 2017 • Sucampo Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware

THIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into as of December 23, 2017, by and among: Mallinckrodt plc, an Irish public limited company (“Parent”); Sun Acquisition Co., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”); and Sucampo Pharmaceuticals, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.

AGREEMENT AND PLAN OF MERGER by and among: DIMENSION THERAPEUTICS, INC., a Delaware corporation; ULTRAGENYX PHARMACEUTICAL INC., a Delaware corporation; and MYSTIC RIVER MERGER SUB INC., a Delaware corporation Dated as of October 2, 2017
Merger Agreement • October 3rd, 2017 • Ultragenyx Pharmaceutical Inc. • Pharmaceutical preparations • Delaware

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of October 2, 2017, by and among: ULTRAGENYX PHARMACEUTICAL INC., a Delaware corporation (“Parent”); MYSTIC RIVER MERGER SUB INC., a Delaware corporation and a direct, wholly-owned subsidiary of Parent (“Purchaser”); and DIMENSION THERAPEUTICS, INC., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.

AGREEMENT AND PLAN OF MERGER among: KITE PHARMA, INC., a Delaware corporation; GILEAD SCIENCES, INC., a Delaware corporation; and DODGERS MERGER SUB, INC., a Delaware corporation Dated as of August 27, 2017
Merger Agreement • August 28th, 2017 • Gilead Sciences Inc • Biological products, (no disgnostic substances) • Delaware

THIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into as of August 27, 2017, by and among: Gilead Sciences, Inc., a Delaware corporation (“Parent”); Dodgers Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”); and Kite Pharma, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.

AGREEMENT AND PLAN OF MERGER
Merger Agreement • June 30th, 2017 • Enel Green Power North America, Inc. • Services-computer programming, data processing, etc. • Delaware

THIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into as of June 21, 2017, by and among: ENEL GREEN POWER NORTH AMERICA, INC., a Delaware corporation (“Parent”); PINE MERGER SUB, INC., a Delaware corporation and a wholly owned Subsidiary of Parent (“Purchaser”); ENEL S.P.A., an Italian joint-stock company and the parent of Parent (the “Guarantor”) (solely for the purposes of Section 9.11 hereof); and ENERNOC, INC., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.

AGREEMENT AND PLAN OF MERGER among: ENERNOC, INC., a Delaware corporation; ENEL GREEN POWER NORTH AMERICA, INC., a Delaware corporation; and PINE MERGER SUB, INC., a Delaware corporation Dated as of June 21, 2017
Merger Agreement • June 23rd, 2017 • Enernoc Inc • Services-computer programming, data processing, etc. • Delaware

THIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into as of June 21, 2017, by and among: ENEL GREEN POWER NORTH AMERICA, INC., a Delaware corporation (“Parent”); PINE MERGER SUB, INC., a Delaware corporation and a wholly owned Subsidiary of Parent (“Purchaser”); ENEL S.P.A., an Italian joint-stock company and the parent of Parent (the “Guarantor”) (solely for the purposes of Section 9.11 hereof); and ENERNOC, INC., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.

AGREEMENT AND PLAN OF MERGER among: MIRAMAR LABS, INC., a Delaware corporation; SIENTRA, INC., a Delaware corporation; and DESERT ACQUISITION CORPORATION, a Delaware corporation Dated as of June 11, 2017
Merger Agreement • June 12th, 2017 • Sientra, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Delaware

THIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into as of June 11, 2017, by and among SIENTRA, INC., a Delaware corporation (“Parent”); DESERT ACQUISITION CORPORATION, a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”); and MIRAMAR LABS, INC., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.

AGREEMENT AND PLAN OF MERGER among: MIRAMAR LABS, INC., a Delaware corporation; SIENTRA, INC., a Delaware corporation; and DESERT ACQUISITION CORPORATION, a Delaware corporation Dated as of June 11, 2017
Merger Agreement • June 12th, 2017 • Miramar Labs, Inc. • Surgical & medical instruments & apparatus • Delaware

THIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into as of June 11, 2017, by and among SIENTRA, INC., a Delaware corporation (“Parent”); DESERT ACQUISITION CORPORATION, a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”); and MIRAMAR LABS, INC., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.

AGREEMENT AND PLAN OF MERGER among: Everyday Health, Inc., a Delaware corporation; Ziff Davis, LLC, a Delaware limited liability company; Project Echo Acquisition Corp., a Delaware corporation; and Solely with respect to Section 9.11 j2 Global, Inc.,...
Merger Agreement • October 27th, 2016 • J2 Global, Inc. • Telegraph & other message communications • Delaware

THIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into as of October 21, 2016, by and among: Ziff Davis, LLC, a Delaware limited liability company (“Parent”); Project Echo Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”); solely with respect to Section 9.11, j2 Global, Inc., a Delaware corporation (the “Guarantor”); and Everyday Health, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A .

AGREEMENT AND PLAN OF MERGER among: SEQUENOM, INC., a Delaware corporation; LABORATORY CORPORATION OF AMERICA HOLDINGS, a Delaware corporation; and SAVOY ACQUISITION CORP., a Delaware corporation Dated as of July 26, 2016
Merger Agreement • July 27th, 2016 • Sequenom Inc • Measuring & controlling devices, nec • Delaware

THIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into as of July 26, 2016, by and among: LABORATORY CORPORATION OF AMERICA HOLDINGS, a Delaware corporation (“Parent”); SAVOY ACQUISITION CORP., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”); and SEQUENOM, INC., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.

AGREEMENT AND PLAN OF MERGER by and among: ENVIVIO, INC., a Delaware corporation; ERICSSON INC., a Delaware corporation; and CINDY ACQUISITION CORP., a Delaware corporation Dated as of September 10, 2015
Merger Agreement • September 10th, 2015 • Envivio Inc • Radio & tv broadcasting & communications equipment • Delaware

This Agreement and Plan of Merger (“Agreement”) is made and entered into as of September 10, 2015, by and among: ERICSSON INC., a Delaware corporation (“Parent”); CINDY ACQUISITION CORP., a Delaware corporation and a Subsidiary of Parent (“Purchaser”); and ENVIVIO, INC., a Delaware corporation (the “Company”). Capitalized terms used in this Agreement are defined in Exhibit A.

AGREEMENT AND PLAN OF MERGER among: AUSPEX PHARMACEUTICALS, INC. a Delaware corporation; TEVA PHARMACEUTICAL INDUSTRIES LTD., an Israeli corporation; and AURUM MERGER SUB, INC., a Delaware corporation Dated as of March 29, 2015
Merger Agreement • March 30th, 2015 • Auspex Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware

THIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into as of March 29, 2015, by and among: Teva Pharmaceuticals Industries Ltd., an Israeli corporation (“Parent”); Aurum Merger Sub, Inc. a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”); and Auspex Pharmaceuticals, Inc. a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.

AGREEMENT AND PLAN OF MERGER among: VOLCANO CORPORATION, a Delaware corporation; PHILIPS HOLDING USA INC., a Delaware corporation; and CLEARWATER MERGER SUB, INC., a Delaware corporation Dated as of December 16, 2014
Merger Agreement • December 17th, 2014 • Volcano Corp • Electromedical & electrotherapeutic apparatus • Delaware

THIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into as of December 16, 2014, by and among: PHILIPS HOLDING USA INC., a Delaware corporation (“Parent”); CLEARWATER MERGER SUB, INC., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”); and VOLCANO CORPORATION, a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.

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