AGREEMENT AND PLAN OF MERGER AMONG CUBIST PHARMACEUTICALS, INC. FRD ACQUISITION CORPORATION AND ADOLOR CORPORATIONMerger Agreement • November 7th, 2011 • Cubist Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of October 24, 2011 is among CUBIST PHARMACEUTICALS, INC. (“Parent”), a Delaware corporation, FRD ACQUISITION CORPORATION (“Sub”), a newly-formed Delaware corporation and a direct or indirect wholly-owned subsidiary of Parent, and ADOLOR CORPORATION (the “Company”), a Delaware corporation.
MUTUAL CONFIDENTIALITY AND NON-USE AGREEMENTMutual Confidentiality and Non-Use Agreement • November 7th, 2011 • Cubist Pharmaceuticals Inc • Pharmaceutical preparations
This Mutual Confidentiality and Non-Use Agreement (“Agreement”) is agreed and made effective as of July 26, 2011 (the “Effective Date”), by and between Adolor Corporation, a Delaware corporation, having its principal place of business at 700 Pennsylvania Drive, Exton, Pennsylvania 19341 (“Adolor”), and Cubist Pharmaceuticals, Inc., having a place of business at 65 Hayden Avenue, Lexington, MA 02421 (together with its Affiliates (defined below), “Company”).
TENDER AND VOTING AGREEMENTTender and Voting Agreement • November 7th, 2011 • Cubist Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
THIS TENDER AND VOTING AGREEMENT (this “Agreement”) dated October 24, 2011, is entered into between Cubist Pharmaceuticals, Inc., a Delaware corporation (“Parent”), FRD Acquisition Corporation, a Delaware corporation and direct or indirect wholly owned subsidiary of Parent (“Sub”), and , (“Stockholder”), with respect to (i) the shares of common stock, par value $0.0001 per share (the “Shares”), of Adolor Corporation a Delaware corporation (the “Company”), (ii) all securities exchangeable, exercisable or convertible into Shares, and (iii) any securities issued or exchanged with respect to such Shares, and upon any recapitalization, reclassification, merger, consolidation, spin-off, partial or complete liquidation, stock dividend, split-up or combination of the securities of the Company or upon any other change in the Company’s capital structure, in each case whether now owned or hereafter acquired by the Stockholder (collectively, the “Securities”).
