AGREEMENT AND PLAN OF MERGERMerger Agreement • December 18th, 2015 • Ligand Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of December 17, 2015, by and among Ligand Pharmaceuticals Incorporated, a Delaware corporation (“Parent”), Schrader 1 Acquisition, Inc., a Delaware corporation and direct wholly-owned subsidiary of Parent (“Merger Sub 1”), Schrader 2 Acquisition, Inc., a Delaware corporation and direct wholly-owned subsidiary of Parent (“Merger Sub 2”), Open Monoclonal Technology, Inc. a Delaware corporation (the “Company”), and OMT, LLC, a Delaware limited liability company (“OMT, LLC”), and with respect to Article VI and Article VIII only, Fortis Advisors LLC, a Delaware limited liability company, as Stockholders’ Representative (as defined in Section 8.5(a)).
