0001104659-06-024766 Sample Contracts

DISCOVERY PARTNERS INTERNATIONAL, INC. FIRST AMENDMENT TO RIGHTS AGREEMENT

Rights Agreement • April 12th, 2006 • Discovery Partners International Inc • Services-commercial physical & biological research

• Contract Type
  Rights Agreement
• Filed
  April 12th, 2006
• Company
  Discovery Partners International Inc
• Industry
  Services-commercial physical & biological research

THIS FIRST AMENDMENT TO RIGHTS AGREEMENT (this “Amendment”) is made as of April 10, 2006 between DISCOVERY PARTNERS INTERNATIONAL, INC., a Delaware corporation (the “Company”), and AMERICAN STOCK TRANSFER & TRUST COMPANY, as rights agent (the “Rights Agent”).

AGREEMENT AND PLAN OF MERGER AND REORGANIZATION among: Discovery Partners International, Inc., a Delaware corporation; Darwin Corp., a Delaware corporation; and

Agreement and Plan of Merger and Reorganization • April 12th, 2006 • Discovery Partners International Inc • Services-commercial physical & biological research • Delaware

• Contract Type
  Agreement and Plan of Merger and Reorganization
• Filed
  April 12th, 2006
• Company
  Discovery Partners International Inc
• Industry
  Services-commercial physical & biological research
• Jurisdiction
  Delaware

THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Agreement”) is made and entered into as of April 11, 2006, by and among DISCOVERY PARTNERS INTERNATIONAL, INC., a Delaware corporation (“DPI”); DARWIN CORP., a Delaware corporation and wholly owned subsidiary of DPI (“Merger Sub”); and INFINITY PHARMACEUTICALS, INC., a Delaware corporation (“Merger Partner”). Certain capitalized terms used in this Agreement are defined in Exhibit A.