AGREEMENT AND PLAN OF MERGER Dated as of February 25, 2008 among Galderma Laboratories, Inc., Galderma Acquisition Inc. and CollaGenex Pharmaceuticals, Inc.Agreement and Plan of Merger • March 10th, 2008 • Galderma Laboratories, Inc. • Pharmaceutical preparations • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of February 25, 2008 (this “Agreement”), is among Galderma Laboratories, Inc., a Delaware corporation (“Parent”), Galderma Acquisition Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Purchaser”), and CollaGenex Pharmaceuticals, Inc., a Delaware corporation (the “Company”). Certain terms used in this Agreement without definition shall have their meanings as defined in Section 8.11.
PREFERRED STOCK PURCHASE AND VOTING AGREEMENTPreferred Stock Purchase and Voting Agreement • March 5th, 2008 • Galderma Laboratories, Inc. • Pharmaceutical preparations • Delaware
THIS PREFERRED STOCK PURCHASE AND VOTING AGREEMENT (this “Agreement”), dated as of February 25, 2008, is made and entered into by and among Galderma Laboratories, Inc., a Delaware corporation (“Parent”), Galderma Acquisition Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”), and the persons listed on Schedule I hereto (collectively, the “Company Preferred Stockholders”).
Joint Filing AgreementJoint Filing Agreement • March 5th, 2008 • Galderma Laboratories, Inc. • Pharmaceutical preparations
Pursuant to Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned agree that the Statement on Schedule 13D to which this exhibit is attached is filed on behalf of each of them in the capacities set forth below.
