AGREEMENT AND PLAN OF MERGER DATED AS OF SEPTEMBER 3, 2009 AMONG DAINIPPON SUMITOMO PHARMA CO., LTD., APTIOM, INC. AND SEPRACOR INC.Merger Agreement • September 3rd, 2009 • Sepracor Inc /De/ • Pharmaceutical preparations • Delaware
Agreement and Plan of Merger (this "Agreement"), dated as of September 3, 2009, among Dainippon Sumitomo Pharma Co., Ltd., a company formed under the laws of Japan ("Parent"), Aptiom, Inc., a Delaware corporation and indirect wholly-owned subsidiary of Parent ("Merger Sub"), and Sepracor Inc., a Delaware corporation (the "Company"). Capitalized terms not otherwise defined herein shall have the meaning set forth in Exhibit A attached hereto.
AMENDMENT TO RIGHTS AGREEMENTRights Agreement • September 3rd, 2009 • Sepracor Inc /De/ • Pharmaceutical preparations • Delaware
THIS AMENDMENT (the “Amendment”), dated as of September 3, 2009, to the Rights Agreement (the “Rights Agreement”), dated June 3, 2002, by and between SEPRACOR INC., a Delaware corporation (the “Company”), and COMPUTERSHARE TRUST COMPANY, N.A. (formerly EquiServe Trust Company, N.A.), a national banking association, as Rights Agent (the “Rights Agent”), is being executed at the direction of the Company. Capitalized terms used in this Amendment and not otherwise defined herein shall have the meanings given them in the Rights Agreement.
