0001047469-08-004416 Sample Contracts

AGREEMENT AND PLAN OF MERGER DATED AS OF APRIL 10, 2008 AMONG TAKEDA AMERICA HOLDINGS, INC., MAHOGANY ACQUISITION CORP. AND MILLENNIUM PHARMACEUTICALS, INC.
Agreement and Plan of Merger • April 10th, 2008 • Millennium Pharmaceuticals Inc • Pharmaceutical preparations • Delaware

Agreement and Plan of Merger (this "Agreement"), dated as of April 10, 2008, among Takeda America Holdings, Inc., a New York corporation ("Parent"), Mahogany Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of Parent ("Merger Sub"), and Millennium Pharmaceuticals, Inc., a Delaware corporation (the "Company").

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AMENDMENT TO THE RIGHTS AGREEMENT
Rights Agreement • April 10th, 2008 • Millennium Pharmaceuticals Inc • Pharmaceutical preparations • Delaware

This Amendment to the Rights Agreement (this "Amendment") is entered into as of April 9, 2008, between Millennium Pharmaceuticals, Inc., a Delaware corporation (the "Company"), and Computershare Trust Company, N.A. (as successor Rights Agent to State Street Bank and Trust Company), as rights agent (the "Rights Agent").

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