AGREEMENT AND PLAN OF MERGER by and among H. LUNDBECK A/S, CHARLIE ACQUISITION CORP., and CHELSEA THERAPEUTICS INTERNATIONAL, LTD. Dated as of May 7, 2014Merger Agreement • May 8th, 2014 • Chelsea Therapeutics International, Ltd. • Biological products, (no disgnostic substances) • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of May 7, 2014, is entered into by and among H. Lundbeck A/S, a Danish corporation (“Parent”), Charlie Acquisition Corp., a Delaware corporation and an indirect wholly-owned Subsidiary of Parent (“Acquisition Sub”), and Chelsea Therapeutics International, Ltd., a Delaware corporation (the “Company”). Each of Parent, Acquisition Sub and the Company are referred to herein as a “Party” and together as the “Parties.” Capitalized terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed thereto in ARTICLE I.
FORM OF CONTINGENT VALUE RIGHTS AGREEMENTContingent Value Rights Agreement • May 8th, 2014 • Chelsea Therapeutics International, Ltd. • Biological products, (no disgnostic substances) • Delaware
THIS CONTINGENT VALUE RIGHTS AGREEMENT, dated as of [●], 2014 (this “Agreement”), is entered into by and between H. Lundbeck A/S, a Danish corporation (“Parent”), and [●], a [Jurisdiction] [Type of Entity], as Rights Agent.
