Common Contracts

34 similar Agreement and Plan of Merger contracts by Akcea Therapeutics, Inc., Alder Biopharmaceuticals Inc, Ambit Biosciences Corp, others

AGREEMENT AND PLAN OF MERGER among: F-STAR THERAPEUTICS, INC., a Delaware corporation; INVOX PHARMA LIMITED, a private limited company organized under the laws of England and Wales; FENNEC ACQUISITION INCORPORATED, a Delaware corporation; and solely...
Agreement and Plan of Merger • June 23rd, 2022 • F-Star Therapeutics, Inc. • Pharmaceutical preparations • Delaware

THIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into as of June 22, 2022, by and among: invoX Pharma Limited, a private limited company organized under the laws of England and Wales (“Parent”); Fennec Acquisition Incorporated, a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”); Sino Biopharmaceutical Limited, a company organized under the laws of the Cayman Islands (“Guarantor”); and F-star Therapeutics, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.

AGREEMENT AND PLAN OF MERGER among: Checkmate Pharmaceuticals, Inc., a Delaware corporation; Regeneron Pharmaceuticals, Inc., a New York corporation; and Scandinavian Acquisition Sub, Inc., a Delaware corporation Dated as of April 18, 2022
Agreement and Plan of Merger • April 19th, 2022 • Checkmate Pharmaceuticals, Inc. • Biological products, (no disgnostic substances) • Delaware

Any one or more directors may be removed, with or without cause, by the vote or written consent of the holders of a majority of the issued and outstanding shares of capital stock of the Corporation entitled to be voted in the election of directors.

AGREEMENT AND PLAN OF MERGER by and among: COLLEGIUM PHARMACEUTICAL, INC., BRISTOL ACQUISITION COMPANY INC. and BIODELIVERY SCIENCES INTERNATIONAL, INC. Dated as of February 14, 2022
Agreement and Plan of Merger • February 15th, 2022 • Biodelivery Sciences International Inc • Pharmaceutical preparations • Delaware
AGREEMENT AND PLAN OF MERGER by and among: COLLEGIUM PHARMACEUTICAL, INC., BRISTOL ACQUISITION COMPANY INC. and BIODELIVERY SCIENCES INTERNATIONAL, INC. Dated as of February 14, 2022
Agreement and Plan of Merger • February 14th, 2022 • Collegium Pharmaceutical, Inc • Pharmaceutical preparations • Delaware
AGREEMENT AND PLAN OF MERGER among: NOVO NORDISK A/S, a Danish aktieselskab; NNUS NEW RESEARCH, INC., a Delaware corporation; and DICERNA PHARMACEUTICALS, INC., a Delaware corporation Dated as of November 17, 2021
Agreement and Plan of Merger • November 18th, 2021 • Dicerna Pharmaceuticals Inc • Pharmaceutical preparations • Delaware

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of November 17, 2021, by and among: Novo Nordisk A/S, a Danish aktieselskab (“Parent”); NNUS New Research, Inc., a Delaware corporation and a wholly owned indirect subsidiary of Parent (“Purchaser”); and Dicerna Pharmaceuticals, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.

AGREEMENT AND PLAN OF MERGER among: CONSTELLATION PHARMACEUTICALS, INC., a Delaware corporation; MORPHOSYS AG, a German stock corporation (Aktiengesellschaft); and MORPHOSYS DEVELOPMENT INC., a Delaware corporation Dated as of June 2, 2021
Agreement and Plan of Merger • June 2nd, 2021 • Constellation Pharmaceuticals Inc • Pharmaceutical preparations • Delaware

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of June 2, 2021, by and among MorphoSys AG, a German stock corporation (Aktiengesellschaft) (“Parent”); MorphoSys Development Inc., a Delaware corporation and an indirect wholly owned subsidiary of Parent (“Purchaser”); and Constellation Pharmaceuticals, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.

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.

AGREEMENT AND PLAN OF MERGER among: IMMUNOMEDICS, INC., a Delaware corporation; GILEAD SCIENCES, INC., a Delaware corporation; and MAUI MERGER SUB, INC., a Delaware corporation Dated as of September 13, 2020
Agreement and Plan of Merger • September 14th, 2020 • Immunomedics Inc • In vitro & in vivo diagnostic substances • Delaware

THIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into as of September 13, 2020, by and among: Gilead Sciences, Inc., a Delaware corporation (“Parent”); Maui Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”); and Immunomedics, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.

AGREEMENT AND PLAN OF MERGER among AKCEA THERAPEUTICS, INC., a Delaware corporation; IONIS PHARMACEUTICALS, INC., a Delaware corporation; and AVALANCHE MERGER SUB, INC., a Delaware corporation Dated as of August 30, 2020
Agreement and Plan of Merger • August 31st, 2020 • Akcea Therapeutics, Inc. • Pharmaceutical preparations • Delaware

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is entered into as of August 30, 2020, among Akcea Therapeutics, Inc., a Delaware corporation (the “Company”); Ionis Pharmaceuticals, Inc., a Delaware corporation (“Parent”); and Avalanche Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”). Certain capitalized terms used in this Agreement are defined in Exhibit A.

AGREEMENT AND PLAN OF MERGER among: Synthorx, Inc., a Delaware corporation; SANOFI, a French société anonyme; and Thunder Acquisition Corp., a Delaware corporation Dated as of December 7, 2019
Agreement and Plan of Merger • December 9th, 2019 • Synthorx, Inc. • Pharmaceutical preparations • Delaware

THIS AGREEMENT AND PLAN OF MERGER is made and entered into as of December 7, 2019, by and among: Sanofi, a French société anonyme (“Parent”); Thunder Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”); and Synthorx, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.

AGREEMENT AND PLAN OF MERGER by and among ALDER BIOPHARMACEUTICALS, INC. H. LUNDBECK A/S, LUNDBECK LLC, and VIOLET ACQUISITION CORP. Dated as of September 16, 2019
Agreement and Plan of Merger • September 16th, 2019 • Alder Biopharmaceuticals Inc • Pharmaceutical preparations • Delaware

THIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into as of September 16, 2019, by and among: H. Lundbeck A/S, a Danish aktieselskab (“Parent”); Lundbeck LLC, a Delaware limited liability company and an indirect wholly owned subsidiary of Parent (“Payor”); Violet Acquisition Corp., a Delaware corporation and a direct wholly owned subsidiary of Payor (“Purchaser”); and Alder BioPharmaceuticals, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.

AGREEMENT AND PLAN OF MERGER among: ARRAY BIOPHARMA INC., a Delaware corporation; PFIZER INC., a Delaware corporation; and ARLINGTON ACQUISITION SUB INC., a Delaware corporation Dated as of June 14, 2019
Agreement and Plan of Merger • June 17th, 2019 • Array Biopharma Inc • Pharmaceutical preparations • Delaware

Any one or more directors may be removed, with or without cause, by the vote or written consent of the holders of a majority of the issued and outstanding shares of capital stock of the Corporation entitled to be voted in the election of directors.

AGREEMENT AND PLAN OF MERGER among: IMMUNE DESIGN CORP., a Delaware corporation; MERCK SHARP & DOHME CORP., a New Jersey corporation; and CASCADE MERGER SUB INC., a Delaware corporation Dated as of February 20, 2019
Agreement and Plan of Merger • March 5th, 2019 • Merck & Co., Inc. • Pharmaceutical preparations • Delaware

THIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into as of February 20, 2019, by and among: Merck Sharp & Dohme Corp., a New Jersey corporation (“Parent”); Cascade Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”); and Immune Design Corp., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.

AGREEMENT AND PLAN OF MERGER among: IMMUNE DESIGN CORP., a Delaware corporation; MERCK SHARP & DOHME CORP., a New Jersey corporation; and CASCADE MERGER SUB INC., a Delaware corporation Dated as of February 20, 2019
Agreement and Plan of Merger • February 21st, 2019 • Immune Design Corp. • Pharmaceutical preparations • Delaware

THIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into as of February 20, 2019, by and among: Merck Sharp & Dohme Corp., a New Jersey corporation (“Parent”); Cascade Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”); and Immune Design Corp., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.

AGREEMENT AND PLAN OF MERGER among: CONVERGEONE HOLDINGS, INC., a Delaware corporation; PVKG INTERMEDIATE HOLDINGS INC., a Delaware corporation; and PVKG MERGER SUB, INC., a Delaware corporation Dated as of November 6, 2018
Agreement and Plan of Merger • November 7th, 2018 • ConvergeOne Holdings, Inc. • Services-prepackaged software • Delaware
AGREEMENT AND PLAN OF MERGER among: JUNO THERAPEUTICS, INC., a Delaware corporation; CELGENE CORPORATION, a Delaware corporation; and BLUE MAGPIE CORPORATION, a Delaware corporation Dated as of January 21, 2018
Agreement and Plan of Merger • January 22nd, 2018 • Juno Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware

THIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into as of January 21, 2018, by and among: Celgene Corporation, a Delaware corporation (“Parent”); Blue Magpie Corporation, a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”); and Juno Therapeutics, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.

AGREEMENT AND PLAN OF MERGER among: SUCAMPO PHARMACEUTICALS, INC., a Delaware corporation; MALLINCKRODT PLC, an Irish public limited company; and SUN ACQUISITION CO., a Delaware corporation Dated as of December 23, 2017
Agreement and Plan of Merger • December 26th, 2017 • Mallinckrodt PLC • Pharmaceutical preparations • Delaware

THIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into as of December 23, 2017, by and among: Mallinckrodt plc, an Irish public limited company (“Parent”); Sun Acquisition Co., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”); and Sucampo Pharmaceuticals, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.

AGREEMENT AND PLAN OF MERGER among: SUCAMPO PHARMACEUTICALS, INC., a Delaware corporation; MALLINCKRODT PLC, an Irish public limited company; and SUN ACQUISITION CO., a Delaware corporation Dated as of December 23, 2017
Agreement and Plan of Merger • December 26th, 2017 • Sucampo Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware

THIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into as of December 23, 2017, by and among: Mallinckrodt plc, an Irish public limited company (“Parent”); Sun Acquisition Co., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”); and Sucampo Pharmaceuticals, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.

AGREEMENT AND PLAN OF MERGER by and among: DIMENSION THERAPEUTICS, INC., a Delaware corporation; ULTRAGENYX PHARMACEUTICAL INC., a Delaware corporation; and MYSTIC RIVER MERGER SUB INC., a Delaware corporation Dated as of October 2, 2017
Agreement and Plan of Merger • October 3rd, 2017 • Ultragenyx Pharmaceutical Inc. • Pharmaceutical preparations • Delaware

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of October 2, 2017, by and among: ULTRAGENYX PHARMACEUTICAL INC., a Delaware corporation (“Parent”); MYSTIC RIVER MERGER SUB INC., a Delaware corporation and a direct, wholly-owned subsidiary of Parent (“Purchaser”); and DIMENSION THERAPEUTICS, INC., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.

AGREEMENT AND PLAN OF MERGER among: KITE PHARMA, INC., a Delaware corporation; GILEAD SCIENCES, INC., a Delaware corporation; and DODGERS MERGER SUB, INC., a Delaware corporation Dated as of August 27, 2017
Agreement and Plan of Merger • August 28th, 2017 • Kite Pharma, Inc. • Biological products, (no disgnostic substances) • Delaware

THIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into as of August 27, 2017, by and among: Gilead Sciences, Inc., a Delaware corporation (“Parent”); Dodgers Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”); and Kite Pharma, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.

AGREEMENT AND PLAN OF MERGER among: KITE PHARMA, INC., a Delaware corporation; GILEAD SCIENCES, INC., a Delaware corporation; and DODGERS MERGER SUB, INC., a Delaware corporation Dated as of August 27, 2017
Agreement and Plan of Merger • August 28th, 2017 • Gilead Sciences Inc • Biological products, (no disgnostic substances) • Delaware

THIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into as of August 27, 2017, by and among: Gilead Sciences, Inc., a Delaware corporation (“Parent”); Dodgers Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”); and Kite Pharma, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.

AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • June 30th, 2017 • Enel Green Power North America, Inc. • Services-computer programming, data processing, etc. • Delaware

THIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into as of June 21, 2017, by and among: ENEL GREEN POWER NORTH AMERICA, INC., a Delaware corporation (“Parent”); PINE MERGER SUB, INC., a Delaware corporation and a wholly owned Subsidiary of Parent (“Purchaser”); ENEL S.P.A., an Italian joint-stock company and the parent of Parent (the “Guarantor”) (solely for the purposes of Section 9.11 hereof); and ENERNOC, INC., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.

AGREEMENT AND PLAN OF MERGER among: ENERNOC, INC., a Delaware corporation; ENEL GREEN POWER NORTH AMERICA, INC., a Delaware corporation; and PINE MERGER SUB, INC., a Delaware corporation Dated as of June 21, 2017
Agreement and Plan of Merger • June 23rd, 2017 • Enernoc Inc • Services-computer programming, data processing, etc. • Delaware

THIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into as of June 21, 2017, by and among: ENEL GREEN POWER NORTH AMERICA, INC., a Delaware corporation (“Parent”); PINE MERGER SUB, INC., a Delaware corporation and a wholly owned Subsidiary of Parent (“Purchaser”); ENEL S.P.A., an Italian joint-stock company and the parent of Parent (the “Guarantor”) (solely for the purposes of Section 9.11 hereof); and ENERNOC, INC., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.

AGREEMENT AND PLAN OF MERGER by and among RIGHTSIDE GROUP, LTD., DONUTS INC. and DTS SUB INC. dated as of JUNE 13, 2017
Agreement and Plan of Merger • June 14th, 2017 • Rightside Group, Ltd. • Services-business services, nec • Delaware

This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of June 13, 2017 by and among: (i) Rightside Group, Ltd., a Delaware corporation (the “Company”); (ii) Donuts Inc., a Delaware corporation (“Parent”); and (iii) DTS Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”). Certain capitalized terms used in this Agreement are defined in Exhibit A.

AGREEMENT AND PLAN OF MERGER among: MIRAMAR LABS, INC., a Delaware corporation; SIENTRA, INC., a Delaware corporation; and DESERT ACQUISITION CORPORATION, a Delaware corporation Dated as of June 11, 2017
Agreement and Plan of Merger • June 12th, 2017 • Sientra, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Delaware

THIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into as of June 11, 2017, by and among SIENTRA, INC., a Delaware corporation (“Parent”); DESERT ACQUISITION CORPORATION, a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”); and MIRAMAR LABS, INC., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.

AGREEMENT AND PLAN OF MERGER among: MIRAMAR LABS, INC., a Delaware corporation; SIENTRA, INC., a Delaware corporation; and DESERT ACQUISITION CORPORATION, a Delaware corporation Dated as of June 11, 2017
Agreement and Plan of Merger • June 12th, 2017 • Miramar Labs, Inc. • Surgical & medical instruments & apparatus • Delaware

THIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into as of June 11, 2017, by and among SIENTRA, INC., a Delaware corporation (“Parent”); DESERT ACQUISITION CORPORATION, a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”); and MIRAMAR LABS, INC., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.

AGREEMENT AND PLAN OF MERGER among: Everyday Health, Inc., a Delaware corporation; Ziff Davis, LLC, a Delaware limited liability company; Project Echo Acquisition Corp., a Delaware corporation; and Solely with respect to Section 9.11 j2 Global, Inc.,...
Agreement and Plan of Merger • October 27th, 2016 • J2 Global, Inc. • Telegraph & other message communications • Delaware

THIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into as of October 21, 2016, by and among: Ziff Davis, LLC, a Delaware limited liability company (“Parent”); Project Echo Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”); solely with respect to Section 9.11, j2 Global, Inc., a Delaware corporation (the “Guarantor”); and Everyday Health, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A .

AGREEMENT AND PLAN OF MERGER among: SEQUENOM, INC., a Delaware corporation; LABORATORY CORPORATION OF AMERICA HOLDINGS, a Delaware corporation; and SAVOY ACQUISITION CORP., a Delaware corporation Dated as of July 26, 2016
Agreement and Plan of Merger • July 27th, 2016 • Sequenom Inc • Measuring & controlling devices, nec • Delaware

THIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into as of July 26, 2016, by and among: LABORATORY CORPORATION OF AMERICA HOLDINGS, a Delaware corporation (“Parent”); SAVOY ACQUISITION CORP., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”); and SEQUENOM, INC., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.

AGREEMENT AND PLAN OF MERGER by and among: ENVIVIO, INC., a Delaware corporation; ERICSSON INC., a Delaware corporation; and CINDY ACQUISITION CORP., a Delaware corporation Dated as of September 10, 2015
Agreement and Plan of Merger • September 10th, 2015 • Envivio Inc • Radio & tv broadcasting & communications equipment • Delaware

This Agreement and Plan of Merger (“Agreement”) is made and entered into as of September 10, 2015, by and among: ERICSSON INC., a Delaware corporation (“Parent”); CINDY ACQUISITION CORP., a Delaware corporation and a Subsidiary of Parent (“Purchaser”); and ENVIVIO, INC., a Delaware corporation (the “Company”). Capitalized terms used in this Agreement are defined in Exhibit A.

AGREEMENT AND PLAN OF MERGER among: AUSPEX PHARMACEUTICALS, INC. a Delaware corporation; TEVA PHARMACEUTICAL INDUSTRIES LTD., an Israeli corporation; and AURUM MERGER SUB, INC., a Delaware corporation Dated as of March 29, 2015
Agreement and Plan of Merger • March 30th, 2015 • Auspex Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware

THIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into as of March 29, 2015, by and among: Teva Pharmaceuticals Industries Ltd., an Israeli corporation (“Parent”); Aurum Merger Sub, Inc. a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”); and Auspex Pharmaceuticals, Inc. a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.

AGREEMENT AND PLAN OF MERGER among: VOLCANO CORPORATION, a Delaware corporation; PHILIPS HOLDING USA INC., a Delaware corporation; and CLEARWATER MERGER SUB, INC., a Delaware corporation Dated as of December 16, 2014
Agreement and Plan of Merger • December 17th, 2014 • Volcano Corp • Electromedical & electrotherapeutic apparatus • Delaware

THIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into as of December 16, 2014, by and among: PHILIPS HOLDING USA INC., a Delaware corporation (“Parent”); CLEARWATER MERGER SUB, INC., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”); and VOLCANO CORPORATION, a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.

AGREEMENT AND PLAN OF MERGER among: AMBIT BIOSCIENCES CORPORATION, a Delaware corporation; DAIICHI SANKYO COMPANY, LIMITED, a Japanese corporation; and CHARGE ACQUISITION CORP., a Delaware corporation Dated as of September 28, 2014
Agreement and Plan of Merger • September 29th, 2014 • Ambit Biosciences Corp • Pharmaceutical preparations • Delaware

THIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into as of September 28, 2014, by and among: DAIICHI SANKYO COMPANY, LIMITED, a Japanese corporation with its principal office at 3-5-1, Nihonbashi-honcho, Chuo-ku, Tokyo, Japan (“Parent”); CHARGE ACQUISITION CORP., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”); and AMBIT BIOSCIENCES CORPORATION, a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.

AGREEMENT AND PLAN OF MERGER by and among: ONYX PHARMACEUTICALS, INC., a Delaware corporation; AMGEN INC., a Delaware corporation; and ARENA ACQUISITION COMPANY, a Delaware corporation Dated as of August 24, 2013
Agreement and Plan of Merger • August 26th, 2013 • Onyx Pharmaceuticals Inc • Biological products, (no disgnostic substances) • New York
AGREEMENT AND PLAN OF MERGER by and among: ONYX PHARMACEUTICALS, INC., a Delaware corporation; AMGEN INC., a Delaware corporation; and ARENA ACQUISITION COMPANY, a Delaware corporation Dated as of August 24, 2013
Agreement and Plan of Merger • August 26th, 2013 • Amgen Inc • Biological products, (no disgnostic substances) • New York