AGREEMENT AND PLAN OF MERGER by and among: LIGAND PHARMACEUTICALS INCORPORATED, a Delaware corporation; CAYMUS ACQUISITION, INC., a Delaware corporation; and CYDEX PHARMACEUTICALS, INC., a Delaware corporation Dated as of January 14, 2011Merger Agreement • January 26th, 2011 • Ligand Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
THIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into as of January 14, 2011, by and among Ligand Pharmaceuticals Incorporated, a Delaware corporation (“Parent”); Caymus Acquisition, Inc., a Delaware corporation and a wholly-owned Subsidiary of Parent (“Merger Sub”); and CyDex Pharmaceuticals, Inc., 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.
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • January 26th, 2011 • Ligand Pharmaceuticals Inc • Pharmaceutical preparations
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of January 24, 2011 (the “Effective Date”) among OXFORD FINANCE CORPORATION, a Delaware corporation with an office located at 133 North Fairfax Street, Alexandria, Virginia 22314 (“Oxford”), as collateral agent (in such capacity, the “Collateral Agent”), Lenders listed on Schedule 1.1 hereof or otherwise a party hereto from time to time including Oxford in its capacity as a Lender (each a “Lender” and collectively, the “Lenders”), and LIGAND PHARMACEUTICALS INCORPORATED, a Delaware corporation with offices located at 11085 N. Torrey Pines Road, Suite 300, La Jolla, CA 92037 and the additional Persons signing this Agreement as Borrowers (individually, a “Borrower, and collectively, the “Borrowers”) provides the terms on which Lenders shall lend to Borrowers and Borrowers shall repay Lenders. The parties agree as follows:
CONTINGENT VALUE RIGHTS AGREEMENTContingent Value Rights Agreement • January 26th, 2011 • Ligand Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
THIS CONTINGENT VALUE RIGHTS AGREEMENT, dated as of January 14, 2011 (this “Agreement”), is entered into by and among Ligand Pharmaceuticals Incorporated, a Delaware corporation (“Parent”), CyDex Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and Allen K. Roberson and David Poltack, acting jointly as Shareholders’ Representative (collectively the “Shareholders’ Representative”).
