AGREEMENT AND PLAN OF MERGER among: VIELA BIO, INC., a Delaware corporation; HORIZON THERAPEUTICS USA, INC., a Delaware corporation; TEIRIPIC MERGER SUB, INC., a Delaware corporation; and solely for purposes of Sections 6.7 and 9.12 HORIZON...Agreement and Plan of Merger • February 1st, 2021 • Viela Bio, Inc. • Pharmaceutical preparations • Delaware
THIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into as of January 31, 2021 (the “Agreement Date”), by and among HORIZON THERAPEUTICS USA, INC., a Delaware corporation and an indirect wholly owned subsidiary of Ultimate Parent (“Parent”); TEIRIPIC MERGER SUB, INC., a Delaware corporation and a direct wholly owned subsidiary of Parent (“Purchaser”); VIELA BIO, INC., a Delaware corporation (the “Company”); and solely for purposes of Sections 6.7 and 9.12, HORIZON THERAPEUTICS PLC, a public limited company organized under the laws of Ireland (“Ultimate Parent”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • February 1st, 2021 • Viela Bio, Inc. • Pharmaceutical preparations • Delaware
THIS TENDER AND SUPPORT AGREEMENT (this “Agreement”) is entered into as of [•], 2021, by and among Horizon Therapeutics USA, Inc., a Delaware corporation (“Parent”), Teiripic Merger Sub, Inc., a Delaware corporation and a direct wholly-owned subsidiary of Parent (“Purchaser”), and [ ] (“Stockholder”).
