AGREEMENT AND PLAN OF MERGER dated as of JANUARY 11, 2015 among NPS PHARMACEUTICALS, INC., SHIRE PHARMACEUTICAL HOLDINGS IRELAND LIMITED, KNIGHT NEWCO 2, INC. and SHIRE PLC (solely for the purposes set forth in Section 12.14)Agreement and Plan of Merger • January 12th, 2015 • Shire Pharmaceutical Holdings Ireland Ltd. • Biological products, (no disgnostic substances) • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of January 11, 2015 among NPS Pharmaceuticals, Inc., a Delaware corporation (the “Company”), Shire Pharmaceutical Holdings Ireland Limited, a Company incorporated in Ireland (“Parent”), Knight Newco 2, Inc., a Delaware corporation and a wholly owned direct or indirect subsidiary of Parent (“Merger Subsidiary”), and, solely for the purposes set forth in Section 12.14, Shire plc, a Company incorporated in Jersey (“Parent Holdco”).
Re: Confidentiality AgreementShire Pharmaceutical Holdings Ireland Ltd. • November 25th, 2013 • Pharmaceutical preparations • Delaware
Shire Pharmaceutical Holdings Ireland Limited, a company incorporated in Ireland (“SPHIL”), has expressed interest in exploring a possible transaction with, acquisition of or business combination (directly or through one or more of its affiliates) with ViroPharma Incorporated, a Delaware corporation (together with its subsidiaries, the “Company”), and/or one of its affiliates (any of the foregoing, a “Transaction”). As a condition to the furnishing to the Recipient (as defined below) and its Representatives (as defined below) of certain information about the Company’s properties, employees, finances, businesses, operations, assets, prospects and financial affairs, the Recipient agrees to be bound by the terms and conditions of this letter agreement, and the Recipient further agrees to inform any Representative to whom Proprietary Information (as defined below) is disclosed pursuant to the terms of this letter agreement of the contents of this letter agreement and to direct such Represe
