0001012870-03-000866 Sample Contracts

AMENDMENT TO AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • February 25th, 2003 • Incyte Genomics Inc • Services-commercial physical & biological research • Delaware

THIS AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this “Amendment”), is dated as of the 19th day of December, 2002, by and among INCYTE GENOMICS, INC., a Delaware corporation (“Parent”), MONACO ACQUISITION CORPORATION, a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Subsidiary”), MAXIA PHARMACEUTICALS, INC., a Delaware corporation (the “Company”), and MAXIA PHARMACEUTICALS, LLC., a Delaware limited liability company (the “LLC”).

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AGREEMENT AND PLAN OF MERGER Among INCYTE GENOMICS, INC., MAXIA PHARMACEUTICALS, INC. and OTHER PARTIES SIGNATORY HERETO November 11, 2002
Agreement and Plan of Merger • February 25th, 2003 • Incyte Genomics Inc • Services-commercial physical & biological research • Delaware

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), is dated as of the 11th day of November, 2002, by and among INCYTE GENOMICS, INC., a Delaware corporation (“Parent”), MONACO ACQUISITION CORPORATION, a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Subsidiary”), MAXIA PHARMACEUTICALS, INC., a Delaware corporation (the “Company”), and MAXIA PHARMACEUTICALS, LLC., a Delaware limited liability company (the “LLC”), and with respect to Section 2.11, ARTICLE IX and ARTICLE XI only, the LLC as securityholder agent (the “Securityholder Agent”), and J.P. Morgan Trust Company, National Association as escrow agent (the “Escrow Agent”).

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