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
AGREEMENT 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”).
JOINT FILING AGREEMENTJoint Filing Agreement • December 20th, 2010 • Ramius Value & Opportunity LLC • Biological products, (no disgnostic substances)
In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of Amendment No. 6 to the Schedule 13D originally filed on July 19, 2010 (including additional amendments thereto) with respect to the shares of Common Stock, $0.001 par value per share, of Cypress Bioscience, Inc. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.
