CONTINGENT VALUE RIGHTS AGREEMENTContingent Value Rights Agreement • August 13th, 2010 • Trubion Pharmaceuticals, Inc • Pharmaceutical preparations • New York
THIS CONTINGENT VALUE RIGHTS AGREEMENT, dated as of August 12, 2010 (this “Agreement”), is entered into by and among Emergent BioSolutions Inc., a Delaware corporation (“Parent”), Trubion Pharmaceuticals, Inc., a Delaware corporation (“Company”), and Mellon Investor Services LLC, a New Jersey limited liability company, as Rights Agent (the “Rights Agent”) and as initial CVR Registrar (as defined herein).
Emergent BioSolutions Inc. 2273 Research Boulevard Suite 400 Rockville, MD Re: Emergent BioSolutions Inc. — Lock-Up Agreement (this “Letter Agreement”) Ladies and Gentlemen:Letter Agreement • August 13th, 2010 • Trubion Pharmaceuticals, Inc • Pharmaceutical preparations • Delaware
The undersigned understands that Emergent BioSolutions Inc., a Delaware corporation (“Parent”), 35406 LLC, a Delaware limited liability company and wholly owned direct subsidiary of Parent (the “LLC”), 30333 Inc., a Delaware corporation and wholly owned indirect subsidiary of Parent (“Merger Sub”), and Trubion Pharmaceuticals, Inc., a Delaware corporation (the “Company”), have entered into an Agreement and Plan of Merger dated as of 12, 2010 (the “Merger Agreement”), pursuant to which the Merger Sub will merge (the “Merger”) with and into the Company, with the Company surviving the Merger as an indirect subsidiary of Parent, and then merging with and into the LLC with the LLC being the surviving entity of the LLC Merger. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement. In connection with the Merger, Parent will issue to the security holders of the Company, including the undersigned, the Stock Merger Consider
SUPPORT AGREEMENTSupport Agreement • August 13th, 2010 • Trubion Pharmaceuticals, Inc • Pharmaceutical preparations • Delaware
TERMINATION OF INVESTOR RIGHTS AGREEMENTTermination of Investor Rights Agreement • August 13th, 2010 • Trubion Pharmaceuticals, Inc • Pharmaceutical preparations • Washington
This Termination of Investor Rights Agreement (this “Agreement”) is made as of August 12, 2010, by and among Trubion Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and the undersigned stockholders of the Company (the “Stockholders,” together with the Company, the “Parties”).
