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 24th, 2022 • Innoviva, 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.
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • May 24th, 2022 • Innoviva, Inc. • Pharmaceutical preparations • Delaware
This TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of May 23, 2022, is entered into by and among Innoviva, Inc., a Delaware corporation (“Parent”), Innoviva Merger Sub, Inc., a Delaware corporation and wholly owned Subsidiary of Parent (“Merger Sub”), and the Person listed as “Stockholder” on the signature page hereto (“Stockholder”).
AMENDMENT NO. 1 TO THE INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • May 24th, 2022 • Innoviva, 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).
