CONFIDENTIALITY AND STANDSTILL AGREEMENTConfidentiality Agreement • January 14th, 2002 • Matrix Pharmaceutical Inc/De • Pharmaceutical preparations • Delaware
This Confidentiality and Standstill Agreement between Matrix Pharmaceutical, Inc. ("Matrix") and Chiron ("Chiron") (the "Agreement") is entered into as of this third day of October 2001. Matrix and Chiron are considering whether to explore the possibility of a mutually beneficial transaction (the "Transaction"). In this connection Matrix has requested or may request certain information from Chiron and Chiron has requested or may request certain information from Matrix. This Agreement sets forth certain restrictions to which the parties are agreeing because they are exchanging information with each other. As used in this Agreement, (i) the term "Matrix," and the terms "it" and "its" when used to describe Matrix, shall include Matrix and each Affiliate (as defined in SEC Rule 12b-2) of Matrix and (ii) the term "Chiron," and the terms "it" and "its" when used to describe Chiron, shall include Chiron and each Affiliate of Chiron. The term "person" as used in this Agreement shall be broadly
AGREEMENT AND PLAN OF MERGER Among MATRIX PHARMACEUTICAL, INC., CHIRON CORPORATION, and MANON ACQUISITION CORP. Dated as of January 6, 2002Merger Agreement • January 14th, 2002 • Matrix Pharmaceutical Inc/De • Pharmaceutical preparations • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of January 6, 2002 (this "Agreement"), by and among Chiron Corporation, a Delaware corporation ("Parent"), Manon Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of Parent ("Merger Sub"), and Matrix Pharmaceutical, Inc., a Delaware corporation (the "Company").
