AGREEMENT AND PLAN OF MERGER DATED AS OF APRIL 5, 2011 BY AND AMONG MERCK & CO., INC., MONARCH TRANSACTION CORP. AND INSPIRE PHARMACEUTICALS, INC.Merger Agreement • April 8th, 2011 • Inspire Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
Agreement and Plan of Merger (this “Agreement”), dated as of April 5, 2011, among Merck & Co., Inc., a company formed under the laws of New Jersey (“Parent”), Monarch Transaction Corp., a Delaware corporation and a wholly-owned Subsidiary of Parent (“Merger Sub”), and Inspire Pharmaceuticals, Inc., a Delaware corporation (the “Company”). Capitalized terms not otherwise defined herein shall have the meaning set forth in Exhibit A attached hereto.
SECOND AMENDMENT TO RIGHTS AGREEMENTRights Agreement • April 8th, 2011 • Inspire Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
THIS SECOND AMENDMENT (this “Amendment”), dated as of April 5, 2011, to the Rights Agreement (the “Rights Agreement”), dated October 21, 2002, by and between INSPIRE PHARMACEUTICALS, INC., a Delaware corporation (the “Company”), and COMPUTERSHARE TRUST COMPANY, N.A., a national banking association, as Rights Agent (the “Rights Agent”), is being executed at the direction of the Company. Capitalized terms used in this Amendment and not otherwise defined herein shall have the meanings given them in the Rights Agreement.
