AGREEMENT AND PLAN OF MERGER DATED AS OF DECEMBER 2, 2019 AMONG ASTELLAS PHARMA INC., ASILOMAR ACQUISITION CORP. AND AUDENTES THERAPEUTICS, INC.Agreement and Plan of Merger • December 3rd, 2019 • Audentes Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of December 2, 2019, among ASTELLAS PHARMA INC., a company organized under the laws of Japan (“Parent”), ASILOMAR ACQUISITION CORP., a Delaware corporation and an indirect, wholly owned subsidiary of Parent (“Merger Sub”), and AUDENTES THERAPEUTICS, INC., a Delaware corporation (the “Company”).
November 30, 2019 Thomas Soloway Re: RETENTION AGREEMENT Dear Tom:Retention Agreement • December 3rd, 2019 • Audentes Therapeutics, Inc. • Biological products, (no disgnostic substances) • California
As you know, Astellas Pharma Inc. (“Parent”), through a subsidiary, intends to acquire Audentes Therapeutics, Inc. (the “Company”) pursuant to an Agreement and Plan of Merger among Parent, the Company and the other parties thereto (the “Merger Agreement”). We believe that your continued engagement during a retention period (the “Retention Period”) following the consummation of the transaction contemplated by the Merger Agreement (the “Merger”) is essential to ensuring that the enterprise is a success. Accordingly, the Company wishes to amend the Executive Employment Agreement between you and the Company, dated as of March 9, 2018 (as amended by this letter, your “Employment Agreement”) as provided in this letter (this “Letter”). This Letter shall become effective as of the consummation of the Merger (the “Closing”) and is conditioned on the occurrence of the Closing. Capitalized terms used but not defined in this Letter have the meanings set forth in the Employment Agreement.
Re: RETENTION AGREEMENTRetention Agreement • December 3rd, 2019 • Audentes Therapeutics, Inc. • Biological products, (no disgnostic substances) • California
As you know, Astellas Pharma Inc. (“Parent”), through a subsidiary, intends to acquire Audentes Therapeutics, Inc. (the “Company”) pursuant to an Agreement and Plan of Merger among Parent, the Company and the other parties thereto (the “Merger Agreement”). We believe that your continued engagement during a retention period (the “Retention Period”) following the consummation of the transaction contemplated by the Merger Agreement (the “Merger”) is essential to ensuring that the enterprise is a success. Accordingly, the Company wishes to amend the Executive Employment Agreement between you and the Company, dated as of March 9, 2018 (as amended by this letter, your “Employment Agreement”) as provided in this letter (this “Letter”). This Letter shall become effective as of the consummation of the Merger (the “Closing”) and is conditioned on the occurrence of the Closing. Capitalized terms used but not defined in this Letter have the meanings set forth in the Employment Agreement.
Re: RETENTION AGREEMENTRetention Agreement • December 3rd, 2019 • Audentes Therapeutics, Inc. • Biological products, (no disgnostic substances) • California
As you know, Astellas Pharma Inc. (“Parent”), through a subsidiary, intends to acquire Audentes Therapeutics, Inc. (the “Company”) pursuant to an Agreement and Plan of Merger among Parent, the Company and the other parties thereto (the “Merger Agreement”). We believe that your continued engagement during a retention period (the “Retention Period”) following the consummation of the transaction contemplated by the Merger Agreement (the “Merger”) is essential to ensuring that the enterprise is a success. Accordingly, the Company wishes to amend the Executive Employment Agreement between you and the Company, dated as of September 19, 2018 (as amended by this letter, your “Employment Agreement”) as provided in this letter (this “Letter”). This Letter shall become effective as of the consummation of the Merger (the“Closing”) and is conditioned on the occurrence of the Closing. Capitalized terms used but not defined in this Letter have the meanings set forth in the Employment Agreement.
