AGREEMENT AND PLAN OF MERGER among ELI LILLY AND COMPANY, SHENANDOAH ACQUISITION CORPORATION and SIGILON THERAPEUTICS, INC. Dated as of June 28, 2023Merger Agreement • June 29th, 2023 • Sigilon Therapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS DOCUMENT IS NOT INTENDED TO CREATE, NOR WILL IT BE DEEMED TO CREATE, A LEGALLY BINDING OR ENFORCEABLE OFFER OR AGREEMENT OF ANY TYPE OR NATURE, UNLESS AND UNTIL AGREED AND EXECUTED BY THE PARTIES HERETO. THIS DOCUMENT REMAINS SUBJECT TO PARENT’S ONGOING DILIGENCE IN ALL RESPECTS.
FORM OF CONTINGENT VALUE RIGHTS AGREEMENTContingent Value Rights Agreement • June 29th, 2023 • Sigilon Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This CONTINGENT VALUE RIGHTS AGREEMENT, dated as of [●], 2023 (this “Agreement”), is entered into by and among Eli Lilly and Company, an Indiana corporation (“Parent”), Shenandoah Acquisition Corporation, a Delaware corporation and wholly owned Subsidiary of Parent (“Purchaser”), and [●], a [●], as Rights Agent (as defined herein). Capitalized terms used but not defined herein shall have the meaning assigned to such terms in the Merger Agreement (as defined herein).
