AGREEMENT AND PLAN OF MERGER AMONG GENZYME CORPORATION WICHITA BIO CORPORATION AND BIOENVISION, INC.Agreement and Plan of Merger • May 29th, 2007 • Bioenvision Inc • Pharmaceutical preparations • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of May 29, 2007 is among Genzyme Corporation (“Parent”), a Massachusetts corporation, Wichita Bio Corporation (“Sub”), a newly-formed Delaware corporation and a direct or indirect wholly-owned subsidiary of Parent, and Bioenvision, Inc. (the “Company”), a Delaware corporation.
TENDER AND VOTING AGREEMENTTender and Voting Agreement • May 29th, 2007 • Bioenvision Inc • Pharmaceutical preparations • Delaware
THIS TENDER AND VOTING AGREEMENT (this “Agreement”) dated May 29, 2007, is entered into between Genzyme Corporation, a Massachusetts corporation (“Parent”), Wichita Bio Corporation, a Delaware corporation and direct or indirect wholly owned subsidiary of Parent (“Sub”), and _________________________, (“Shareholder”), with respect to (i) the shares of common stock, par value $0.001 per share (the “Company Common Stock”), of Bioenvision, Inc. a Delaware corporation (the “Company”), (ii) the shares of the Company’s Series A Convertible Participating Preferred Stock, $0.001 par value per share (the “Company Convertible Preferred Stock”), (iii) all securities exchangeable, exercisable or convertible into Company Common Stock or Company Convertible Preferred Stock, and (iv) any securities issued or exchanged with respect to such shares of Company Common Stock or Company Convertible Preferred Stock, and upon any recapitalization, reclassification, merger, consolidation, spin-off, partial or c
