AGREEMENT AND PLAN OF MERGER dated as of December 14, 2010 among CYPRESS BIOSCIENCE, INC., RAMIUS VALUE AND OPPORTUNITY ADVISORS LLC, ROYALTY PHARMA US PARTNERS, LP ROYALTY PHARMA US PARTNERS 2008, LP RP INVESTMENT CORP. and RAMIUS V&O ACQUISITION LLCMerger Agreement • December 23rd, 2010 • RP Management, LLC • Biological products, (no disgnostic substances) • Delaware
Contract Type FiledDecember 23rd, 2010 Company Industry JurisdictionAGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of December 14, 2010, among CYPRESS BIOSCIENCE, INC., a Delaware corporation (the “Company”), RAMIUS VALUE AND OPPORTUNITY ADVISORS LLC, a Delaware limited liability company (“Ramius”), ROYALTY PHARMA US PARTNER, LP, a Delaware limited partnership (“RPUS”), ROYALTY PHARMA US PARTNERS 2008, LP, a Delaware limited partnership (“RPUS2008”), RP INVESTMENT CORP., a Delaware corporation (“RP Corp” and together with RPUS, RPUS2008 and Ramius, the “Parent”), and RAMIUS V&O ACQUISITION LLC, a Delaware limited liability company and a wholly-owned subsidiary of Parent (“Merger Subsidiary”).
AGREEMENT AND PLAN OF MERGER dated as of December 14, 2010 among CYPRESS BIOSCIENCE, INC., RAMIUS VALUE AND OPPORTUNITY ADVISORS LLC, ROYALTY PHARMA US PARTNERS, LP ROYALTY PHARMA US PARTNERS 2008, LP RP INVESTMENT CORP. and RAMIUS V&O ACQUISITION LLCMerger Agreement • December 20th, 2010 • Ramius Value & Opportunity LLC • Biological products, (no disgnostic substances) • Delaware
Contract Type FiledDecember 20th, 2010 Company Industry JurisdictionAGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of December 14, 2010, among CYPRESS BIOSCIENCE, INC., a Delaware corporation (the “Company”), RAMIUS VALUE AND OPPORTUNITY ADVISORS LLC, a Delaware limited liability company (“Ramius”), ROYALTY PHARMA US PARTNER, LP, a Delaware limited partnership (“RPUS”), ROYALTY PHARMA US PARTNERS 2008, LP, a Delaware limited partnership (“RPUS2008”), RP INVESTMENT CORP., a Delaware corporation (“RP Corp” and together with RPUS, RPUS2008 and Ramius, the “Parent”), and RAMIUS V&O ACQUISITION LLC, a Delaware limited liability company and a wholly-owned subsidiary of Parent (“Merger Subsidiary”).