AGREEMENT AND PLAN OF MERGER, dated as of November 15, 2012, by and among ALLERGAN, INC., APHRODITE ACQUISITION, INC., SKINMEDICA, INC., and DAVID F. HALE, AS EQUITYHOLDERS’ REPRESENTATIVEMerger Agreement • November 16th, 2012 • Allergan Inc • Pharmaceutical preparations • Delaware
This AGREEMENT AND PLAN OF MERGER (the “Agreement”) dated as of November 15, 2012 is made and entered into by and among Allergan, Inc., a Delaware corporation (“Parent”), Aphrodite Acquisition, Inc., a Delaware corporation (“Merger Sub”), SkinMedica, Inc., a Delaware corporation (the “Company”), and David F. Hale, solely in his capacity as the Equityholders’ Representative. Capitalized terms not otherwise defined herein have the meanings set forth in Article I. Parent, Merger Sub, the Company and Equityholders’ Representative are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
