RIGHTS AGREEMENT AMENDMENTRights Agreement • June 12th, 2006 • Axonyx Inc • Pharmaceutical preparations • Nevada
This Amendment, dated as of June 7, 2006, to the Rights Agreement, dated as of May 13, 2005 (the “Rights Agreement”), is between Axonyx Inc., a Nevada corporation (the “Company ”), and The Nevada Agency and Trust Company (the “Rights Agent”).
EXHIBIT C VOTING AGREEMENTVoting Agreement • June 12th, 2006 • Axonyx Inc • Pharmaceutical preparations • Delaware
THIS VOTING AGREEMENT ( this “Agreement”) is entered into as of June 7, 2006, by and between TORREYPINES THERAPEUTICS, INC., a Delaware corporation (“TorreyPines”), and the Stockholders of AXONYX INC., a Nevada corporation (the “Company”), whose signatures appear on the signature pages to this Agreement (each a “Stockholder”). Capitalized terms used and not otherwise defined herein shall have the meanings given to such terms in the Merger Agreement (as defined herein).
EXHIBIT B VOTING AGREEMENTVoting Agreement • June 12th, 2006 • Axonyx Inc • Pharmaceutical preparations • Delaware
THIS VOTING AGREEMENT ( this “Agreement”) is entered into as of June 7, 2006, by and between AXONYX INC., a Nevada corporation (“Axonyx”), and the Principal Stockholders of TORREYPINES THERAPEUTICS, INC., a Delaware corporation (the “Company”), whose signatures appear on the signature pages to this Agreement (each a “Principal Stockholder”). Capitalized terms used and not otherwise defined herein shall have the meanings given to such terms in the Merger Agreement (as defined herein).
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION among: AXONYX INC., a Nevada corporation; AUTOBAHN ACQUISITION INC., a Delaware corporation; and TORREYPINES THERAPEUTICS, INC., a Delaware corporation Dated as of June 7, 2006Merger Agreement • June 12th, 2006 • Axonyx Inc • Pharmaceutical preparations • Delaware
