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 16th, 2010 • Cypress Bioscience Inc • 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”).
AMENDMENT NO. 1 TO RIGHTS AGREEMENTRights Agreement • December 16th, 2010 • Cypress Bioscience Inc • Biological products, (no disgnostic substances) • Delaware
This Amendment No. 1 to Rights Agreement (the “Amendment”) is made as of December 14, 2010, by and between Cypress Bioscience, Inc., a Delaware corporation (the “Company”), and American Stock Transfer and Trust Company, LLC, as rights agent (the “Rights Agent”).
