FIRST AMENDMENT TO THE RIGHTS AGREEMENTRights Agreement • December 23rd, 2009 • Chattem Inc • Pharmaceutical preparations • Tennessee
THIS AMENDMENT dated as of December 21, 2009 (this “Amendment”), amends the Rights Agreement, dated as of January 27, 2000 (the “Agreement”), by and between CHATTEM, INC. (the “Company”), a Tennessee corporation, and SUNTRUST BANK, ATLANTA, a Georgia banking corporation (the “Rights Agent”). All capitalized terms used but not defined in this Amendment shall have the meanings ascribed to them in the Agreement.
AGREEMENT AND PLAN OF MERGER Dated as of December 20, 2009 among SANOFI- AVENTIS, RIVER ACQUISITION CORP. and CHATTEM, INC.Merger Agreement • December 23rd, 2009 • Chattem Inc • Pharmaceutical preparations • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of December 20, 2009 (this “Agreement”), is among SANOFI-AVENTIS, a French société anonyme (“Parent”), RIVER ACQUISITION CORP., a newly-formed Tennessee corporation and an indirect wholly-owned Subsidiary of Parent (“Merger Sub”), and CHATTEM, INC., a Tennessee corporation (the “Company”). Capitalized terms used in this Agreement are as defined in Section 8.12.
