AGREEMENT AND PLAN OF MERGER dated as of November 25, 2008 among MEMORY PHARMACEUTICALS CORP., HOFFMANN-LA ROCHE INC. and 900 NORTH POINT ACQUISITION CORPORATIONMerger Agreement • November 25th, 2008 • Memory Pharmaceuticals Corp • Pharmaceutical preparations • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of November 25, 2008, among MEMORY PHARMACEUTICALS CORP., a Delaware corporation (the “Company”), HOFFMANN-LA ROCHE INC., a New Jersey corporation (“Parent”), and 900 NORTH POINT ACQUISITION CORPORATION, a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Subsidiary”).
STOCKHOLDER TENDER AND SUPPORT AGREEMENTStockholder Tender and Support Agreement • November 25th, 2008 • Memory Pharmaceuticals Corp • Pharmaceutical preparations • Delaware
This Stockholder Tender and Support Agreement dated as of November 25, 2008 (this “Agreement”) is among each of the individuals or entities listed on a signature page hereto (each, a “Stockholder”) and HOFFMANN-LA ROCHE INC., a New Jersey corporation (“Parent”). Capitalized terms used but not defined herein have the meanings assigned to them in the Agreement and Plan of Merger dated as of the date of this Agreement (the “Merger Agreement”) among Parent, 900 NORTH POINT ACQUISITION CORPORATION, a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Subsidiary”), and MEMORY PHARMACEUTICALS CORP., a Delaware corporation (the “Company”).
