AGREEMENT AND PLAN OF MERGER among GLAXOSMITHKLINE PLC, ADRIATIC ACQUISITION CORPORATION and TESARO, INC. Dated as of December 3, 2018Agreement and Plan of Merger • December 3rd, 2018 • TESARO, Inc. • Pharmaceutical preparations • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of December 3, 2018 (this “Agreement”), among GlaxoSmithKline plc, a public limited company organized under the laws of England and Wales (“Parent”), Adriatic Acquisition Corporation, a Delaware corporation and an indirect wholly-owned Subsidiary of Parent (“Purchaser”), and TESARO, Inc., a Delaware corporation (the “Company”). Parent, Purchaser and the Company are each sometimes referred to herein as a “Party,” and, collectively, as the “Parties.”
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • December 3rd, 2018 • TESARO, Inc. • Pharmaceutical preparations • Delaware
TENDER AND SUPPORT AGREEMENT, dated as of December [ ], 2018 (this “Agreement”), among GlaxoSmithKline plc, a public limited company incorporated in England and Wales (“Parent”), Adriatic Acquisition Corporation, a Delaware corporation and wholly-owned Subsidiary of Parent (“Purchaser”), and [STOCKHOLDER] (the “Stockholder”). Parent, Purchaser and the Stockholder are each sometimes referred to herein as a “Party” and collectively, as the “Parties.”
