AGREEMENT AND PLAN OF MERGER AMONG PFIZER INC. ECLIPSE ACQUISITION CORP. AND ICAGEN, INC. Dated as of July 20, 2011Merger Agreement • July 20th, 2011 • Icagen Inc • Pharmaceutical preparations • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of July 20, 2011 is among PFIZER INC. (“Parent”), a Delaware corporation, ECLIPSE ACQUISITION CORP. (“Sub”), a newly-formed Delaware corporation and a direct or indirect wholly-owned subsidiary of Parent, and ICAGEN, INC. (the “Company”), a Delaware corporation.
AMENDMENT NO. 1 TO RIGHTS AGREEMENTRights Agreement • July 20th, 2011 • Icagen Inc • Pharmaceutical preparations • Delaware
THIS AMENDMENT NO. 1 (the “Amendment”), dated as of July 20, 2011, to the Rights Agreement (the “Rights Agreement”), dated December 2, 2008, by and between ICAGEN, INC., a Delaware corporation (the “Company”), and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, a New York limited liability company, 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.
FIRST AMENDMENT TO THE PURCHASE AGREEMENT July 20, 2011Purchase Agreement • July 20th, 2011 • Icagen Inc • Pharmaceutical preparations
This First Amendment to the Purchase Agreement (the “First Amendment”) is dated as of the date hereof, between Icagen, Inc., a Delaware corporation with offices at 4222 Emperor Boulevard, Suite 350, Durham, North Carolina 27703 (“Icagen”), and Pfizer Inc., a Delaware corporation with offices at 235 East 42nd Street, New York, New York 10017 (“Pfizer”).
THIRD AGREEMENT AND AMENDMENT TO THE COLLABORATIVE RESEARCH & LICENSE AGREEMENT July 20, 2011Collaborative Research & License Agreement • July 20th, 2011 • Icagen Inc • Pharmaceutical preparations
This Third Agreement and Amendment to the Collaborative Research & License Agreement (the “Third Amendment”) is dated as of the date hereof, between Icagen, Inc., a Delaware corporation with offices at 4222 Emperor Boulevard, Suite 350, Durham, North Carolina 27703 (“Icagen”), and Pfizer Inc., a Delaware corporation with offices at 235 East 42nd Street, New York, New York 10017 (“Pfizer”).
