AGREEMENT AND PLAN OF MERGER among: IPSEN BIOPHARMACEUTICALS, INC., ANEMONE ACQUISITION CORP., ALBIREO PHARMA, INC. and IPSEN PHARMA SAS, solely for the limited purposes set forth herein Dated as of January 8, 2023Agreement and Plan of Merger • January 9th, 2023 • Albireo Pharma, Inc. • Pharmaceutical preparations • Delaware
THIS AGREEMENT AND PLAN OF MERGER is made and entered into as of January 8, 2023, by and among Ipsen Biopharmaceuticals, Inc., a Delaware corporation (“Parent”); Anemone Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”); Albireo Pharma, Inc., a Delaware corporation (the “Company”), and, solely for purposes of Section 9.5, Section 9.6, Section 9.8 and Section 9.11, Ipsen Pharma SAS, a French société par actions simplifiée (“Guarantor”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
