SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • July 28th, 2009 • TorreyPines Therapeutics, Inc. • Pharmaceutical preparations • California
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION among: TORREYPINES THERAPEUTICS, INC., a Delaware corporation; ECP ACQUISITION, INC., a Delaware corporation; and RAPTOR PHARMACEUTICALS CORP., a Delaware corporation Dated as of July 27, 2009Merger Agreement • July 28th, 2009 • TorreyPines Therapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION is made and entered into as of July 27, 2009, by and among RAPTOR PHARMACEUTICALS CORP., a Delaware corporation (“Raptor”), TORREYPINES THERAPEUTICS, INC., a Delaware corporation (“TPT”), and ECP ACQUISITION, INC., a Delaware corporation and a wholly owned subsidiary of TPT (“Merger Sub”). Capitalized terms used in this Agreement are defined in Exhibit A.
VOTING AGREEMENTVoting Agreement • July 28th, 2009 • TorreyPines Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This Voting Agreement (this “Agreement”) is made and entered into as of July 27, 2009, by and among RAPTOR PHARMACEUTICALS CORP., a Delaware corporation (“Raptor”), TORREYPINES THERAPEUTICS, INC., a Delaware corporation (“TPT”), and the undersigned stockholder of TPT (“Stockholder”). Certain capitalized terms used in this Agreement that are not defined herein or in Section 9 shall have the meaning given to such terms in the Merger Agreement (as defined below).
