0001193125-08-190127 Sample Contracts

VOTING AGREEMENT
Voting Agreement • September 4th, 2008 • Novacea Inc • Pharmaceutical preparations • Delaware

THIS VOTING AGREEMENT (this “Agreement”) is entered into as of August 29, 2008, by and between NOVACEA, INC., a Delaware corporation (“Pivot”), and (“Stockholder”).

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VOTING AGREEMENT
Voting Agreement • September 4th, 2008 • Novacea Inc • Pharmaceutical preparations • Delaware

THIS VOTING AGREEMENT (this “Agreement”) is entered into as of August 29, 2008, by and between TRANSCEPT PHARMACEUTICALS, INC., a Delaware corporation (“Merger Partner”), and (collectively, the “Stockholder”).

AGREEMENT AND PLAN OF MERGER AND REORGANIZATION among: NOVACEA, INC., a Delaware corporation; PIVOT ACQUISITION, INC., a Delaware corporation; and TRANSCEPT PHARMACEUTICALS, INC. a Delaware corporation Dated as of August 29, 2008
Agreement and Plan of Merger and Reorganization • September 4th, 2008 • Novacea Inc • Pharmaceutical preparations • Delaware

THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Agreement”) is made and entered into as of August 29, 2008, by and among NOVACEA, INC., a Delaware corporation (“Pivot”); PIVOT ACQUISITION, INC., a Delaware corporation (“Merger Sub”); and TRANSCEPT PHARMACEUTICALS, INC., a Delaware corporation (“Merger Partner”). Certain capitalized terms used in this Agreement are defined in Exhibit A.

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