AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER dated as of March 22, 2005 by and among PURCHASER, BIG DOG BIO, INC., ESP PHARMA HOLDING COMPANY, INC. and THE CONTRIBUTING STOCKHOLDERS REFERRED TO HEREINAgreement and Plan of Merger • March 25th, 2005 • Protein Design Labs Inc/De • Biological products, (no disgnostic substances) • Delaware
This AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER dated as of March 22, 2005 is made and entered into by and among Protein Design Labs, Inc., a Delaware corporation ("Purchaser"), Big Dog Bio, Inc., a Delaware corporation ("Merger Sub"), ESP Pharma Holding Company, Inc., a Delaware corporation (the "Company"), and the Contributing Stockholders (as defined herein). Capitalized terms not otherwise defined herein have the meanings set forth in Section 12.01.
