0001193125-05-030250 Sample Contracts

AGREEMENT AND PLAN OF MERGER AND REORGANIZATION among CYTYC CORPORATION, POLARIS ACQUISITION CORP., PROXIMA THERAPEUTICS, INC. and RYAN D. DRANT, as STOCKHOLDERS’ REPRESENTATIVE (solely for purposes of Section 9.05) Dated as of February 9, 2005

Merger Agreement • February 15th, 2005 • Cytyc Corp • Laboratory analytical instruments • Massachusetts

• Contract Type
  Merger Agreement
• Filed
  February 15th, 2005
• Company
  Cytyc Corp
• Industry
  Laboratory analytical instruments
• Jurisdiction
  Massachusetts

AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Agreement”), dated as of February 9, 2005 (the “Agreement Date”), among CYTYC CORPORATION, a Delaware corporation (“Parent”), POLARIS ACQUISITION CORP., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), PROXIMA THERAPEUTICS, INC., a Delaware corporation (the “Company”), and Ryan D. Drant, as Stockholders’ Representative (as defined in Section 9.05 hereof and solely for purposes thereof).