AGREEMENT AND PLAN OF MERGER by and among OTSUKA PHARMACEUTICAL CO., LTD., AUTUMN ACQUISITION CORPORATION and ASTEX PHARMACEUTICALS, INC. Dated as of September 5, 2013Agreement and Plan of Merger • September 13th, 2013 • Otsuka Holdings Co., Ltd. • Pharmaceutical preparations • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of September 5, 2013 by and among OTSUKA PHARMACEUTICAL CO., LTD., a Japanese joint stock company (“Parent”), AUTUMN ACQUISITION CORPORATION, a Delaware corporation and a direct or indirect, wholly-owned subsidiary of Parent (“Acquisition Sub”), and ASTEX PHARMACEUTICALS, INC., a Delaware corporation (the “Company”).
August 5, 2013 Otsuka Pharmaceutical Co., Ltd. Shinagawa Grand Central Tower 2-16-4 Konan, Minato-ku Tokyo 108-8242 Ladies and Gentlemen:Otsuka Holdings Co., Ltd. • September 13th, 2013 • Pharmaceutical preparations
Reference is made to that certain letter agreement between Otsuka Pharmaceutical Co., Ltd. and Astex Pharmaceuticals, Inc. dated July 3, 2013 (the “Original Agreement”). This letter agreement is to confirm our agreement with respect to amendment of certain terms of the Original Agreement. Capitalized terms used but not defined herein have the meanings given to them in the Original Agreement.
