AGREEMENT AND PLAN OF MERGER dated as of JANUARY 11, 2015 amongAgreement and Plan of Merger • January 12th, 2015 • NPS Pharmaceuticals Inc • Biological products, (no disgnostic substances) • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of January 11, 2015 among NPS Pharmaceuticals, Inc., a Delaware corporation (the “Company”), Shire Pharmaceutical Holdings Ireland Limited, a Company incorporated in Ireland (“Parent”), Knight Newco 2, Inc., a Delaware corporation and a wholly owned direct or indirect subsidiary of Parent (“Merger Subsidiary”), and, solely for the purposes set forth in Section 12.14, Shire plc, a Company incorporated in Jersey (“Parent Holdco”).
