AGREEMENT AND PLAN OF MERGER between ARIAD PHARMACEUTICALS, INC., TAKEDA PHARMACEUTICAL COMPANY LIMITED, and KIKU MERGER CO., INC. JANUARY 8, 2017Agreement and Plan of Merger • January 10th, 2017 • Ariad Pharmaceuticals Inc • Biological products, (no disgnostic substances) • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of January 8, 2017, is entered into between ARIAD Pharmaceuticals, Inc., a Delaware corporation (the “Company”), Takeda Pharmaceutical Company Limited, a corporation organized under the laws of Japan (“Parent”), and Kiku Merger Co., Inc., a Delaware corporation and an indirect wholly-owned subsidiary of Parent (“Merger Sub”).
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • January 10th, 2017 • Ariad Pharmaceuticals Inc • Biological products, (no disgnostic substances) • Delaware
This TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of January 8, 2017, is entered into by and among Takeda Pharmaceutical Company Limited, a corporation organized under the laws of Japan (“Parent”), Kiku Merger Co., Inc., a Delaware corporation and an indirect wholly-owned subsidiary of Parent (“Merger Sub”), and the individual or entity set forth on Schedule A hereto (the “Stockholder”). All terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
CALL OPTION AND WARRANT TERMINATION AGREEMENTCall Option and Warrant Termination Agreement • January 10th, 2017 • Ariad Pharmaceuticals Inc • Biological products, (no disgnostic substances) • New York
This CALL OPTION AND WARRANT TERMINATION AGREEMENT (this “Termination Agreement”) is made as of January 8, 2017 between JPMorgan Chase Bank, National Association, London Branch (“Dealer”) and ARIAD Pharmaceuticals, Inc. (“Counterparty”), a Delaware corporation.
