0000950129-08-001137 Sample Contracts

Agreement and Plan of Merger dated as of February 20, 2008 among Pfizer Inc., Explorer Acquisition Corp. and Encysive Pharmaceuticals Inc.

Agreement and Plan of Merger • February 25th, 2008 • Encysive Pharmaceuticals Inc • Pharmaceutical preparations • Delaware

• Contract Type
  Agreement and Plan of Merger
• Filed
  February 25th, 2008
• Company
  Encysive Pharmaceuticals Inc
• Industry
  Pharmaceutical preparations
• Jurisdiction
  Delaware

Agreement and Plan of Merger (this “Agreement”), dated as of February 20, 2008, among Pfizer Inc., a Delaware corporation (“Parent”), Explorer Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”), and Encysive Pharmaceuticals Inc., a Delaware corporation (the “Company”).

FIRST AMENDMENT TO RIGHTS AGREEMENT

Rights Agreement • February 25th, 2008 • Encysive Pharmaceuticals Inc • Pharmaceutical preparations • Texas

• Contract Type
  Rights Agreement
• Filed
  February 25th, 2008
• Company
  Encysive Pharmaceuticals Inc
• Industry
  Pharmaceutical preparations
• Jurisdiction
  Texas

FIRST AMENDMENT (this “Amendment”) dated as of February 21, 2008, to the RIGHTS AGREEMENT, dated as of January 2, 2002 (the “Rights Agreement”), between ENCYSIVE PHARMACEUTICALS INC. (formerly TEXAS BIOTECHNOLOGY CORPORATION), a Delaware corporation (the “Company”), and THE BANK OF NEW YORK, a New York corporation (the “Rights Agent”).