0001193125-23-290340 Sample Contracts

AGREEMENT AND PLAN OF MERGER by and among ABBVIE INC., SYMPHONY HARLAN LLC, SYMPHONY HARLAN MERGER SUB INC. and CEREVEL THERAPEUTICS HOLDINGS, INC. Dated as of December 6, 2023

Agreement and Plan of Merger • December 7th, 2023 • Cerevel Therapeutics Holdings, Inc. • Pharmaceutical preparations • Delaware

• Contract Type
  Agreement and Plan of Merger
• Filed
  December 7th, 2023
• Company
  Cerevel Therapeutics Holdings, Inc.
• Industry
  Pharmaceutical preparations
• Jurisdiction
  Delaware

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of December 6, 2023, by and among AbbVie Inc., a Delaware corporation (“Parent”), Symphony Harlan LLC, a Delaware limited liability company and a wholly owned Subsidiary of Parent (“Intermediate Holdco”), Symphony Harlan Merger Sub Inc., a Delaware corporation and a direct wholly owned Subsidiary of Intermediate Holdco (“Merger Sub”), and Cerevel Therapeutics Holdings, Inc., a Delaware corporation (the “Company”).

SUPPORT AGREEMENT

Support Agreement • December 7th, 2023 • Cerevel Therapeutics Holdings, Inc. • Pharmaceutical preparations • Delaware

• Contract Type
  Support Agreement
• Filed
  December 7th, 2023
• Company
  Cerevel Therapeutics Holdings, Inc.
• Industry
  Pharmaceutical preparations
• Jurisdiction
  Delaware

This SUPPORT AGREEMENT (this “Agreement”), dated as of December 6, 2023, is by and among AbbVie Inc., a Delaware corporation (“Parent”), Symphony Harlan LLC, a Delaware limited liability company and a wholly owned Subsidiary of Parent (“Intermediate Holdco”), Symphony Harlan Merger Sub Inc., a Delaware corporation and a direct wholly owned Subsidiary of Intermediate Holdco (“Merger Sub”), and BC Perception Holdings, LP, a Delaware limited partnership (the “Stockholder”).