VOTING AGREEMENTVoting Agreement • July 1st, 2009 • Combinatorx, Inc • Pharmaceutical preparations • Delaware
THIS VOTING AGREEMENT (“Agreement”), dated as of June 30, 2009, is made by and among CombinatoRx, Incorporated, a Delaware corporation (the “Company”), Neuromed Pharmaceuticals Inc., a Delaware corporation (“Neuromed US”), and the undersigned holder (“Stockholder”) of shares of capital stock (the “Shares”) of the Company.
AGREEMENT AND PLAN OF MERGER by and among COMBINATORX, INCORPORATED, PAWSOX, INC., NEUROMED PHARMACEUTICALS INC., NEUROMED PHARMACEUTICALS LTD. AND STOCKHOLDER REPRESENTATIVE Dated as of June 30, 2009Merger Agreement • July 1st, 2009 • Combinatorx, Inc • Pharmaceutical preparations • Delaware
This Agreement and Plan of Merger (the “Merger Agreement”) contains representations and warranties that CombinatoRx, Incorporated (“CombinatoRx”), PawSox, Inc. (“Merger Sub”), Neuromed Pharmaceuticals Inc. (“Neuromed”) and Neuromed Pharmaceuticals Ltd. (“Neuromed Canada”) made to each other. These representations and warranties were made only for the purposes of the Merger Agreement and solely for the benefit of CombinatoRx, Merger Sub, Neuromed and Neuromed Canada as of specific dates, may be subject to important limitations and qualifications agreed to by the parties thereto and included in confidential disclosure schedules provided by Neuromed and CombinatoRx to each other in connection with the signing of the Merger Agreement, and may not be complete. Furthermore, these representations and warranties may have been made for the purposes of allocating contractual risk between CombinatoRx, Merger Sub, Neuromed and Neuromed Canada instead of establishing these matters as facts, and may
ESCROW AGREEMENTEscrow Agreement • July 1st, 2009 • Combinatorx, Inc • Pharmaceutical preparations • Delaware
THIS ESCROW AGREEMENT, dated as of June 30, 2009 (this “Agreement”), is by and among CombinatoRx, Incorporated, a Delaware corporation (“CombinatoRx”), Kurt C. Wheeler, solely in his capacity as representative of the stockholders of Neuromed Pharmaceuticals Inc. (the “Stockholder Representative”), and Computershare Trust Company, N.A. (the “Escrow Agent”). Each capitalized term used in this Agreement but not otherwise defined herein shall have the meaning ascribed thereto in the Merger Agreement (as defined below). CombinatoRx shall provide the Escrow Agent with a true and complete copy of the Merger Agreement for its records and reference.
