AGREEMENT AND PLAN OF MERGER among ABBOTT LABORATORIES, S&G NUTRITIONALS, INC. and KOS PHARMACEUTICALS, INC. Dated as of November 5, 2006Agreement and Plan of Merger • November 7th, 2006 • Kos Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of November 5, 2006 (this “Agreement”) among ABBOTT LABORATORIES, an Illinois corporation (“Parent”), S&G Nutritionals, Inc., a Delaware corporation and a direct wholly-owned Subsidiary of Parent (“Merger Sub”), and KOS PHARMACEUTICALS, INC., a Florida corporation (the “Company”).
SHAREHOLDERS AGREEMENTShareholders Agreement • November 7th, 2006 • Kos Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
SHAREHOLDERS AGREEMENT, dated as of November 5, 2006 (this “Agreement”), by and between ABBOTT LABORATORIES, an Illinois corporation (“Parent”), on the one hand, and Michael Jaharis, Mary Jaharis, Kathryn Jaharis, Steven Jaharis, Wilson Point Holdings, LP, Kos Investments, Inc., Cubs Management, LLC, Kos Holdings, Inc., Jaharis Holdings, LLC, Steven Jaharis Generational Trust, 2002 Mary Jaharis Grantor Retained Annuity Trust 2, Michael and Mary Jaharis Alaska Community Property Trust, Kathryn Jaharis and Richard Ledes Joint Account, the Jaharis Family Foundation, Inc. and Michael Steven Jaharis Trust 1 (collectively, the “Shareholders”), on the other hand. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Merger Agreement.
ContractChange in Control Agreement • November 7th, 2006 • Kos Pharmaceuticals Inc • Pharmaceutical preparations • New Jersey
CHANGE IN CONTROL AGREEMENT (this “Agreement”) dated as of November 6, 2006, between Kos Pharmaceuticals, Inc., a Florida corporation (the “Company”), and Michael Jaharis.
STOCK PURCHASE AGREEMENT among ABBOTT LABORATORIES, and SELLERS PARTY HERETO Dated as of November 5, 2006Stock Purchase Agreement • November 7th, 2006 • Kos Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
STOCK PURCHASE AGREEMENT, dated as of November 5, 2006 (this “Agreement”), among ABBOTT LABORATORIES, an Illinois corporation (“Acquiror”), and Michael Jaharis, Kathryn Jaharis, Steven Jaharis, Daniel Bell and Steven K. Aronoff (each a “Seller” and collectively, “Sellers”). Capitalized terms used but not defined herein shall have the meanings given to such terms in the Merger Agreement.
ContractControl Severance Agreement • November 7th, 2006 • Kos Pharmaceuticals Inc • Pharmaceutical preparations • New Jersey
[FORM OF] CHANGE IN CONTROL SEVERANCE AGREEMENT (this “Agreement”) dated as of [•], between Kos Pharmaceuticals, Inc., a Florida corporation (the “Company”), and [NAME] (the “Executive”).
