OMITTED INFORMATION IS THE SUBJECT OF A REQUEST FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. AGREEMENT AND PLAN OF MERGER Among...Agreement and Plan of Merger • February 3rd, 2011 • Alexion Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
AGREEMENT AND PLAN OF MERGER (the “Agreement”), entered into as of January 28, 2011, by and among ALEXION PHARMACEUTICALS, INC., a Delaware corporation (the “Buyer”), TPCA CORPORATION, a Delaware corporation and wholly owned subsidiary of the Buyer (“MergerSub”), TALIGEN THERAPEUTICS, INC., a Delaware corporation (the “Company”), each stockholder of the Company that has signed this Agreement as a seller of Series Bl Call Rights (each, a “Series Bl Call Right Seller”), and, only for the limited purposes described for them in Sections 2.6.4., 2.7, 2.8, 2.11, 2.12, 2.13, 6.3, 6.4, 6.5, 6.8, 9.1 and 9.5 and Articles 8 and 10 as Stockholders’ Representatives (and not in their individual capacities), Nick Galakatos, Ed Hurwitz and Timothy Mills (the “Stockholders’ Representatives”). The Buyer, MergerSub, Series Bl Call Right Sellers and the Company are individually referred to herein as a “Party” and collectively referred to herein as the “Parties.”
