One Financial Center Boston, MA 02111Agreement and Plan of Merger • March 21st, 2008 • Evotec AG • Pharmaceutical preparations
We have acted as counsel to Evotec AG, a company organized under the laws of the Federal Republic of Germany (“Parent”), in connection with the proposed merger (the “Merger”) of SHAPE ACQUISITION SUB, INC., a Delaware corporation (“Merger Sub”) and direct wholly-owned subsidiary of Parent with and into Renovis, Inc., a Delaware corporation (“Company”), pursuant to that certain Agreement and Plan of Merger by and between Evotec AG and Renovis, Inc., dated as of September 18, 2007 (the “Merger Agreement”). Pursuant to Section 6.2(e) of the Merger Agreement, you have requested our opinion regarding whether the Merger will be treated for U.S. federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”). Capitalized terms not defined herein have the meanings specified in the Merger Agreement.
Lovells SALE AND PURCHASE AGREEMENT REGARDING THE SALE AND PURCHASE OF ALL SHARES IN EVOTEC TECHNOLOGIES GMBHSale and Purchase Agreement • March 21st, 2008 • Evotec AG • Pharmaceutical preparations
WHEREAS, Seller 2 is a U.S. corporation duly organised and existing under the laws of the State of Delaware, USA, with principal place of business at 235 East 42nd Street, New York, N.Y. 10017, USA;
