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”).
