AGREEMENT AND PLAN OF MERGER among: Onyx Pharmaceuticals, Inc., a Delaware corporation; Profiterole Acquisition Corp., a Delaware corporation; Proteolix, Inc., a Delaware corporation; and Shareholder Representative Services LLC, a Colorado limited...Agreement and Plan of Merger • October 13th, 2009 • Onyx Pharmaceuticals Inc • Biological products, (no disgnostic substances) • Delaware
This Agreement and Plan of Merger (the “Agreement”) is made and entered into as of October 10, 2009, by and among: Onyx Pharmaceuticals, Inc., a Delaware corporation (“Parent”); Profiterole Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”); Proteolix, Inc., a Delaware corporation (the “Company”); and, with respect to Sections 1.7, 1.8, 9, 10.1 and 10.15 only, Shareholder Representative Services LLC, a Colorado limited liability company, as the Stockholders’ Agent (as defined in Section 10.1). Certain other capitalized terms used in this Agreement are defined in Exhibit A.
