0001104659-09-002073 Sample Contracts

AGREEMENT AND PLAN OF MERGER dated as of February 3, 2008 by and among PROGEN PHARMACEUTICALS LIMITED, PROGEN PHARMACEUTICALS, INC., CELLGATE, INC. and SPROUT CAPITAL IX, L.P., as Representative

Agreement and Plan of Merger • January 14th, 2009 • Progen Pharmaceuticals LTD • Medicinal chemicals & botanical products • Queensland

• Contract Type
  Agreement and Plan of Merger
• Filed
  January 14th, 2009
• Company
  Progen Pharmaceuticals LTD
• Industry
  Medicinal chemicals & botanical products
• Jurisdiction
  Queensland

This AGREEMENT AND PLAN OF MERGER dated as of February 3, 2008 (this “Agreement”) is made and entered into by and among Progen Pharmaceuticals Limited, a company organized under the laws of Queensland, Australia (“Parent”), Progen Pharmaceuticals, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Sub”), CellGate, Inc., a Delaware corporation (the “Company”), and SPROUT CAPITAL IX, L.P., a Delaware limited partnership (the “Representative”), solely with respect to Article II hereof and such other provisions hereof which specifically refer to such Representative.