AGREEMENT AND PLAN OF MERGER by and among MERCK & CO., INC., SPINNAKER ACQUISITION CORP. a wholly owned subsidiary of MERCK & CO., INC. and SIRNA THERAPEUTICS, INC. Dated as of October 30, 2006Agreement and Plan of Merger • November 1st, 2006 • Sirna Therapeutics Inc • Pharmaceutical preparations • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of October 30, 2006, by and among MERCK & CO., INC., a New Jersey corporation (“Parent”), SPINNAKER ACQUISITION CORP., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and SIRNA THERAPEUTICS, INC., a Delaware corporation (the “Company”).
AMENDMENT NUMBER TWO TO RIGHTS AGREEMENT BETWEEN SIRNA THERAPEUTICS, INC. AND AMERICAN STOCK TRANSFER AND TRUST COMPANYRights Agreement • November 1st, 2006 • Sirna Therapeutics Inc • Pharmaceutical preparations • Colorado
This Amendment Number Two to Rights Agreement (this “Second Amendment”), made as of this 30th day of October, 2006, between Sirna Therapeutics, Inc., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, a New York banking corporation, as rights agent (the “Rights Agent”), amends the Rights Agreement dated as of November 22, 2000 between the Company and the Rights Agent (as amended to date, the “Rights Agreement”).
FORM OF VOTING AGREEMENTForm of Voting Agreement • November 1st, 2006 • Sirna Therapeutics Inc • Pharmaceutical preparations • Delaware
THIS VOTING AGREEMENT (this “Agreement”) is made and entered into as of October 30, 2006 by and between Merck & Co., Inc., a New Jersey corporation (“Acquiror”), and the undersigned securityholder (“Stockholder”) of Sirna Therapeutics, Inc., a Delaware corporation (“Sirna”).
