JUNE 4, 2008 TERCICA, INC BEAUFOUR IPSEN PHARMA, S.A.S. and TRIBECA ACQUISITION CORPORATION AGREEMENT AND PLAN OF MERGERMerger Agreement • June 9th, 2008 • Ipsen, S.A. • Pharmaceutical preparations • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this Agreement) is entered into as of June 4, 2008, by and among Tercica, Inc (the Company), a corporation organized under the laws of the State of Delaware, with its principal offices at 2000 Sierra Point Parkway, Suite 400, Brisbane, California, 94005, United States, Beaufour Ipsen Pharma (the Purchaser), a société par actions simplifiée organized under the laws of France with its registered address at 24 rue Erlanger, 75016, Paris, France and Tribeca Acquisition Corporation (Merger Sub), a corporation organized under the laws of the State of Delaware and a wholly-owned subsidiary of the Purchaser.
JUNE 4, 2008 BEAUFOUR IPSEN PHARMA, S.A.S. TRIBECA ACQUISITION CORPORATION AND THE STOCKHOLDER NAMED HEREIN VOTING AGREEMENTVoting Agreement • June 9th, 2008 • Ipsen, S.A. • Pharmaceutical preparations • Delaware
THIS VOTING AGREEMENT (this Agreement), is entered into as of June 4, 2008, by and between the undersigned stockholder (the Stockholder) of Tercica, Inc., a Delaware corporation (the Company), Beaufour Ipsen Pharma, a French société par actions simplifée (the Purchaser), and Tribeca Acquisition Corporation, a newly incorporated Delaware subsidiary of the Purchaser (Merger Sub).
