AGREEMENT AND PLAN OF MERGER among: IVERIC bio, Inc., a Delaware corporation; Astellas US Holding, Inc., a Delaware corporation; Berry Merger Sub, Inc., a Delaware corporation; and solely as provided by Section 8.10(b) of this Agreement, Astellas...Agreement and Plan of Merger • May 1st, 2023 • IVERIC Bio, Inc. • Pharmaceutical preparations • Delaware
THIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into as of April 28, 2023, by and among: (i) Astellas US Holding, Inc., a Delaware corporation (“Parent”); (ii) Berry Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”); (iii) IVERIC bio, Inc., a Delaware corporation (the “Company”); and (iv) solely as provided by Section 8.10(b), Astellas Pharma Inc., a company organized under the laws of Japan (“Guarantor”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
