AGREEMENT AND PLAN OF MERGER AND REORGANIZATION BY AND AMONG TRIMERIS, INC., TESLA MERGER SUB, INC. AND SYNAGEVA BIOPHARMA CORP. Dated as of June 13, 2011Merger Agreement • June 23rd, 2011 • Synageva Biopharma Corp. • Biological products, (no disgnostic substances) • Delaware
This AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (as amended or modified in accordance with its terms, this “Agreement”) is made and entered into as of June 13, 2011 by and among Trimeris, Inc., a Delaware corporation (“Parent”), Tesla Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”), and Synageva BioPharma Corp., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
FORM OF VOTING AGREEMENTVoting Agreement • June 23rd, 2011 • Synageva Biopharma Corp. • Biological products, (no disgnostic substances) • Delaware
THIS VOTING AGREEMENT (this “Agreement”) dated June 13, 2011, is entered into among Synageva BioPharma Corp., a Delaware corporation (“Synageva”), and each of the stockholders listed on Schedule I to this Agreement (each a “Stockholder” and collectively, the “Stockholders”).
