AGREEMENT AND PLAN OF MERGER by and among: LIGAND PHARMACEUTICALS INCORPORATED, a Delaware corporation; NEON SIGNAL, LLC, a Delaware limited liability company; and NEUROGEN CORPORATION, a Delaware corporation Dated as of August 23, 2009Agreement and Plan of Merger • August 24th, 2009 • Ligand Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
THIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into as of August 23, 2009, by and among LIGAND PHARMACEUTICALS INCORPORATED, a Delaware corporation (“Parent”); NEON SIGNAL, LLC, a Delaware limited liability company and a wholly-owned Subsidiary of Parent (“Merger Sub”); and NEUROGEN CORPORATION, a Delaware corporation (the “Company”). Capitalized terms used but not otherwise defined in this Agreement shall have the meanings given to them in Article I.
Form of Merck CVR Agreement CONTINGENT VALUE RIGHTS AGREEMENTContingent Value Rights Agreement • August 24th, 2009 • Ligand Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
THIS CONTINGENT VALUE RIGHTS AGREEMENT, dated as of [ — ], 2009 (this “Agreement”, is entered into by and among Ligand Pharmaceuticals Incorporated, a Delaware corporation (“Buyer”), Neurogen Corporation, a Delaware corporation (“Target”), and [ — ], a [ — ], as Rights Agent (the “Rights Agent”) and as initial Merck CVR Registrar (as defined herein).
