0001193125-11-274993 Sample Contracts

AGREEMENT AND PLAN OF MERGER among: ANADYS PHARMACEUTICALS, INC., a Delaware corporation; HOFFMANN-LA ROCHE INC., a New Jersey corporation; BRYCE ACQUISITION CORPORATION, a Delaware corporation; and solely for the purposes of Section 9.13, ROCHE...

Merger Agreement • October 19th, 2011 • Anadys Pharmaceuticals Inc • Pharmaceutical preparations • Delaware

• Contract Type
  Merger Agreement
• Filed
  October 19th, 2011
• Company
  Anadys Pharmaceuticals Inc
• Industry
  Pharmaceutical preparations
• Jurisdiction
  Delaware

THIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into as of October 16, 2011, by and among: Hoffmann-La Roche Inc., a New Jersey corporation (“Parent”); Bryce Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”); solely for purposes of Section 9.13, Roche Holdings, Inc., a Delaware corporation and the parent of Parent (the “Guarantor”); and ANADYS PHARMACEUTICALS, INC., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.

TENDER AND SUPPORT AGREEMENT

Tender and Support Agreement • October 19th, 2011 • Anadys Pharmaceuticals Inc • Pharmaceutical preparations • Delaware

• Contract Type
  Tender and Support Agreement
• Filed
  October 19th, 2011
• Company
  Anadys Pharmaceuticals Inc
• Industry
  Pharmaceutical preparations
• Jurisdiction
  Delaware

THIS TENDER AND SUPPORT AGREEMENT (this “Agreement”) is entered into as of October 16, 2011, by and among Hoffmann-La Roche Inc., a New Jersey corporation (“Parent”), Bryce Acquisition Corporation, a Delaware corporation and wholly owned subsidiary of Parent (“Purchaser”), and [ ] (the “Stockholder”).