0001047469-08-007026 Sample Contracts

AGREEMENT AND PLAN OF MERGER among BRISTOL-MYERS SQUIBB COMPANY, KB ACQUISITION CORP. and KOSAN BIOSCIENCES INCORPORATED dated as of May 28, 2008
Merger Agreement • May 29th, 2008 • Kosan Biosciences Inc • Services-commercial physical & biological research • Delaware

AGREEMENT AND PLAN OF MERGER dated as of May 28, 2008 (this "Agreement"), by and among Bristol-Myers Squibb Company, a Delaware corporation ("Parent"), KB Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Parent ("Sub"), and Kosan Biosciences Incorporated, a Delaware corporation (the "Company").

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AMENDMENT NO 1. TO RIGHTS AGREEMENT
Rights Agreement • May 29th, 2008 • Kosan Biosciences Inc • Services-commercial physical & biological research • New York

THIS AMENDMENT NO. 1 TO RIGHTS AGREEMENT (the "Amendment") is made as of the 28th day of May, 2008, by and between KOSAN BIOSCIENCES INCORPORATED, a Delaware corporation (the "Company"), and MELLON INVESTOR SERVICES LLC, a New Jersey limited liability company (the "Rights Agent").

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