AGREEMENT AND PLAN OF MERGER DATED AS OF JUNE 30, 2010 AMONG CELGENE CORPORATION, ARTISTRY ACQUISITION CORP. AND ABRAXIS BIOSCIENCE, INC.Merger Agreement • July 1st, 2010 • Celgene Corp /De/ • Pharmaceutical preparations • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of June 30, 2010, is entered into by and among Celgene Corporation, a Delaware corporation (“Parent”); Artistry Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Parent (“Sub”); and Abraxis BioScience Inc., a Delaware corporation (the “Company”).
FORM OF CONTINGENT VALUE RIGHTS AGREEMENT by and between CELGENE CORPORATION and [TRUSTEE] Dated as of [•], 2010Contingent Value Rights Agreement • July 1st, 2010 • Celgene Corp /De/ • Pharmaceutical preparations • New York
THIS CONTINGENT VALUE RIGHTS AGREEMENT, dated as of [•], 2010 (this “CVR Agreement”), by and between Celgene Corporation, a Delaware corporation (the “Company”), and [•], a national banking association, as trustee (the “Trustee”), in favor of each person who from time to time holds one or more Contingent Value Rights (the “Securities” or “CVRs”) to receive cash payments in the amounts and subject to the terms and conditions set forth herein.
