Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Double asterisks denote omissions. AGREEMENT AND PLAN OF MERGER by and among THE MEDICINES COMPANY, SILVER SURFER ACQUISITION CORP., FORTIS ADVISORS LLC...Merger Agreement • January 10th, 2013 • Medicines Co /De • Pharmaceutical preparations • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is entered into as of December 11, 2012, by and among The Medicines Company, a Delaware corporation (the “Buyer”), Silver Surfer Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of the Buyer (the “Transitory Subsidiary”), Fortis Advisors LLC, a Delaware limited liability company, solely in its capacity as the Representative (the “Representative”), and Incline Therapeutics, Inc., a Delaware corporation (the “Company”). The Buyer, the Transitory Subsidiary, the Company and the Representative are sometimes referred to herein individually as a “Party” and collectively as the “Parties”. All capitalized terms used in this Agreement shall have the meanings given to them in Section 9.1.
