0001104659-09-044556 Sample Contracts

AGREEMENT AND PLAN OF MERGER dated as of July 22, 2009, among BRISTOL-MYERS SQUIBB COMPANY, PUMA ACQUISITION CORPORATION and MEDAREX, INC.
Merger Agreement • July 23rd, 2009 • Medarex Inc • Services-commercial physical & biological research • Delaware

AGREEMENT AND PLAN OF MERGER dated as of July 22, 2009 (this “Agreement”), by and among Bristol-Myers Squibb Company, a Delaware corporation (“Parent”), Puma Acquisition Corporation, a New Jersey corporation and a wholly-owned subsidiary of Parent (“Sub”), and Medarex, Inc., a New Jersey corporation (the “Company”).

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SECOND AMENDMENT TO RIGHTS AGREEMENT
Rights Agreement • July 23rd, 2009 • Medarex Inc • Services-commercial physical & biological research • New Jersey

SECOND AMENDMENT, dated as of July 22, 2009 (the “Second Amendment”), by and among Medarex, Inc., a New Jersey corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Rights Agent”).

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