THIRD AMENDMENT To OPTION AGREEMENT DATED JANUARY 13, 2009 BETWEEN CEPHALON, INC. AND CEPTION THERAPEUTICS, INC.Option Agreement • May 5th, 2010 • Cephalon Inc • Pharmaceutical preparations
This Third Amendment (hereinafter, “THIRD AMENDMENT”) is made effective as of January 26, 2010 (the “AMENDMENT EFFECTIVE DATE”) by and between Ception Therapeutics, Inc. (hereinafter referred to as “Ception”), a corporation incorporated in the state of Delaware, located at 101 Lindenwood Drive, Suite 400, Malvern, Pennsylvania 19355, and Cephalon, Inc. (hereinafter referred to as “Cephalon”), a corporation incorporated in the state of Delaware, located at 41 Moores Road, P.O. Box 4011, Frazer, Pennsylvania 19355.
AGREEMENT AND PLAN OF MERGER Dated as of March 10, 2010 among CEPHALON, INC., CAPTURE ACQUISITION CORP., CEPTION THERAPEUTICS, INC. and the Stockholders’ Representatives named hereinAgreement and Plan of Merger • May 5th, 2010 • Cephalon Inc • Pharmaceutical preparations • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of March 10, 2010 among Cephalon, Inc., a Delaware corporation (“Parent”), Capture Acquisition Corp., a Delaware corporation (“Merger Sub”), Ception Therapeutics, Inc., a Delaware corporation (the “Company”) (Merger Sub and the Company being hereinafter sometimes referred to as the “Constituent Corporations”), and the Stockholders’ Representatives named herein.
