Standard Contracts
Dear Stockholder:Merger Agreement • December 3rd, 2008 • Memory Pharmaceuticals Corp • Pharmaceutical preparations
We are pleased to inform you that on November 25, 2008, Memory Pharmaceuticals Corp. (“Memory”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Hoffmann-La Roche Inc., a New Jersey corporation (“Roche”), and 900 North Point Acquisition Corporation, a Delaware corporation (“Merger Sub”) and a wholly-owned subsidiary of Roche.
STOCKHOLDER TENDER AND SUPPORT AGREEMENTStockholder Tender and Support Agreement • December 3rd, 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”).
