0001193125-03-083143 Sample Contracts

EXHIBIT A FORM OF VOTING AGREEMENT

Voting Agreement • November 18th, 2003 • Genome Therapeutics Corp • In vitro & in vivo diagnostic substances • Delaware

• Contract Type
  Voting Agreement
• Filed
  November 18th, 2003
• Company
  Genome Therapeutics Corp
• Industry
  In vitro & in vivo diagnostic substances
• Jurisdiction
  Delaware

VOTING AGREEMENT, dated as of November , 2003 (this “Agreement”), between Genome Therapeutics Corp., a Massachusetts corporation (“Parent”) and [name of stockholder] (“Stockholder”).

AGREEMENT AND PLAN OF MERGER AND REORGANIZATION among GENOME THERAPEUTICS CORP., GUARDIAN ACQUISITION, INC., GENESOFT PHARMACEUTICALS, INC. and LUKE EVNIN, as STOCKHOLDERS’ REPRESENTATIVE (solely for purposes of Section 9.05) Dated as of November 17, 2003

Merger Agreement • November 18th, 2003 • Genome Therapeutics Corp • In vitro & in vivo diagnostic substances • New York

• Contract Type
  Merger Agreement
• Filed
  November 18th, 2003
• Company
  Genome Therapeutics Corp
• Industry
  In vitro & in vivo diagnostic substances
• Jurisdiction
  New York

AGREEMENT AND PLAN OF MERGER AND REORGANIZATION, dated as of November 17, 2003 (this “Agreement”), among Genome Therapeutics Corp., a Massachusetts corporation (“Parent”), Guardian Acquisition, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), Genesoft Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and Luke Evnin, as Stockholders’ Representative (as defined in Section 9.05 hereof and solely for purposes thereof).