AGREEMENT AND PLAN OF MERGER among: MIRATI THERAPEUTICS, INC., a Delaware corporation; BRISTOL-MYERS SQUIBB COMPANY, a Delaware corporation; and VINEYARD MERGER SUB INC., a Delaware corporation Dated as of October 8, 2023Agreement and Plan of Merger • October 10th, 2023 • Mirati Therapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into as of October 8, 2023, by and among: Bristol-Myers Squibb Company, a Delaware corporation (“Parent”); Vineyard Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”); and Mirati Therapeutics, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • October 10th, 2023 • Mirati Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This Voting and Support Agreement (this “Agreement”), dated as of October 8, 2023, is entered into by and among Bristol-Myers Squibb Company, a Delaware corporation (“Parent”) and the stockholders of Mirati Therapeutics, Inc., a Delaware corporation (the “Company”), listed on Exhibit A hereto (each, a “Stockholder” and collectively, the “Stockholders”). Capitalized terms used but not defined herein shall have the meanings given to them in the Merger Agreement (as defined below).
