CREDIT AGREEMENT Dated as of February 7, 2012 among ALEXION PHARMACEUTICALS, INC., as the Administrative Borrower, BANK OF AMERICA, N.A., as Administrative Agent, THE OTHER LENDERS PARTY HERETO, JPMORGAN CHASE BANK, N.A., as Syndication Agent MERRILL...Credit Agreement • February 7th, 2012 • Alexion Pharmaceuticals Inc • Pharmaceutical preparations • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of February 7, 2012, among ALEXION PHARMACEUTICALS, INC., a Delaware corporation (the “Administrative Borrower”), certain Subsidiaries of the Administrative Borrower party hereto pursuant to Section 2.15 (each a “Designated Borrower” and, together with the Administrative Borrower, the “Borrowers” and, each a “Borrower”); each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), BANK OF AMERICA, N.A., as Administrative Agent, MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED and J.P. MORGAN SECURITIES LLC, as joint lead arrangers and joint book managers.
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • February 7th, 2012 • Alexion Pharmaceuticals Inc • Pharmaceutical preparations
THIS FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this “First Amendment”) is entered into as of February 1, 2012, by and among Alexion Pharmaceuticals, Inc., a Delaware corporation (the “Buyer”), EMRD Corporation, a Delaware corporation and a wholly owned subsidiary of the Buyer (the “Transitory Subsidiary”), M. Luc Mainville, Jonathan Silverstein, Robert Heft and David Bonita, solely in their capacity as the Stockholder Representatives (the “Stockholder Representatives”), and Enobia Pharma Corp., a Delaware corporation (the “Company”).
STOCK PURCHASE AGREEMENT among ENOBIA PHARMA CORP., ALEXION PHARMACEUTICALS, INC. and THE SELLERS LISTED ON SCHEDULE I ATTACHED HERETOStock Purchase Agreement • February 7th, 2012 • Alexion Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
This Stock Purchase Agreement (the “Agreement”) made as of the 1st day of February, 2012, by and among ENOBIA PHARMA CORP, a Delaware corporation (the “Company”), ALEXION PHARMACEUTICALS, INC., a Delaware corporation (the “Buyer”), and the individuals listed on Schedule I attached hereto (individually, a “Seller” and collectively, the “Sellers”), who hold Company Options of the Company.
