0001193125-04-049799 Sample Contracts

AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • March 26th, 2004 • Nuvelo Inc • In vitro & in vivo diagnostic substances • Delaware

THIS AGREEMENT AND PLAN OF MERGER, dated as of March 19, 2004 (the “Agreement”), is entered into by and between Nuvelo, Inc., a Nevada corporation (the “Company”), with principal address at 675 Almanor Avenue, Sunnyvale, California, and Nuvelo, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company (“Nuvelo-Delaware” and, together with the Company, each a “Party” and collectively the “Parties”), also with principal address at 675 Almanor Avenue, Sunnyvale, California.

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RIGHTS AGREEMENT AMENDMENT
Rights Agreement Amendment • March 26th, 2004 • Nuvelo Inc • In vitro & in vivo diagnostic substances • Delaware

This Amendment, dated as of March 19, 2004, to the Rights Agreement, dated as of June 5, 1998, as amended as of November 9, 2002 (the “Rights Agreement”), is between Nuvelo, Inc., a Nevada corporation (the “Company”), formerly known as Hyseq, Inc., and U.S. Stock Transfer Corporation, as Rights Agent (the “Rights Agent”).

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