AGREEMENT AND PLAN OF MERGER by and among ENTASIS THERAPEUTICS HOLDINGS INC., INNOVIVA, INC., and INNOVIVA MERGER SUB, INC. Dated as of May 23, 2022Merger Agreement • May 23rd, 2022 • Entasis Therapeutics Holdings Inc. • Pharmaceutical preparations • Delaware
THIS AGREEMENT AND PLAN OF MERGER, dated as of May 23, 2022 (this “Agreement”), by and among Entasis Therapeutics Holdings Inc., a Delaware corporation (the “Company”), Innoviva, Inc., a Delaware corporation (“Parent”), and Innoviva Merger Sub, Inc., a Delaware corporation and wholly owned Subsidiary of Parent (“Merger Sub” and, together with Parent, the “Purchaser Parties”). Capitalized terms used herein (including in the immediately preceding sentence) and not otherwise defined herein shall have the meanings set forth in Section 1.1.
AMENDMENT NO. 1 TO THE INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • May 23rd, 2022 • Entasis Therapeutics Holdings Inc. • Pharmaceutical preparations • Delaware
This AMENDMENT NO. 1 TO THE INVESTOR RIGHTS AGREEMENT (this “Amendment”) is entered into as of May 23, 2022, by and between Entasis Therapeutics Holdings Inc., a Delaware corporation (the “Company”) and Innoviva, Inc., a Delaware corporation (the “Purchaser”). Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the IRA (as defined below).
