AGREEMENT AND PLAN OF MERGER BY AND AMONG ALEXION PHARMACEUTICALS, INC., SYRACUSE MERGER SUB, INC., SYNTIMMUNE, INC. AND SHAREHOLDER REPRESENTATIVE SERVICES LLC, AS THE STOCKHOLDERS’ REPRESENTATIVEAgreement and Plan of Merger • October 24th, 2018 • Alexion Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of September 25, 2018, by and among ALEXION PHARMACEUTICALS, INC., a Delaware corporation (“Buyer”), SYRACUSE MERGER SUB, INC., a Delaware corporation and a wholly-owned subsidiary of Buyer (“Merger Sub”), SYNTIMMUNE, INC., a Delaware corporation (the “Company”), and SHAREHOLDER REPRESENTATIVE SERVICES LLC, a Colorado limited liability company, solely in its capacity as representative of the Securityholders (the “Stockholders’ Representative”).
AGREEMENTAgreement • October 24th, 2018 • Alexion Pharmaceuticals, Inc. • Pharmaceutical preparations
This Agreement (this “Agreement”) is made as of this 7th day of September, 2018 (the “Effective Date”) by and between Alexion Pharma Holding Unlimited Company (as assignee from Alexion Pharmaceuticals, Inc.) (the “Buyer”), an unlimited liability company incorporated under the laws of Ireland, Shareholder Representative Services LLC, a Colorado limited liability company (the “Stockholder Representative”), as successor to each of M. Luc Mainville, Jonathan Silverstein, Robert Heft and David Bonita (collectively, the “Former Stockholder Representatives”), solely in its capacity as the Stockholder Representative (as defined in the Merger Agreement (defined below)), Fonds de Solidarité des Travailleurs du Québec F.T.Q (“FTQ”), Capital Régional et Coopératif Desjardins (“Desjardins”), CTI Life Sciences Fund, L.P. (“CTI”), OrbiMed Private Investments III, LP (“OPI”) and OrbiMed Associates III, LP (“OA”).
