TERMINATION AGREEMENTTermination Agreement • September 8th, 2010 • Warburg Pincus LLC • Biological products, (no disgnostic substances) • Washington
This TERMINATION AGREEMENT (this “Agreement”) is dated as of September 7, 2010 by and among ZymoGenetics, Inc., a Washington corporation (the “Company”), Novo Nordisk A/S, a Danish corporation (“Novo”), Warburg, Pincus Equity Partners, L.P., a Delaware limited partnership (“WPEP”), Warburg, Pincus Netherlands Equity Partners I, C.V., a Netherlands limited partnership (“WPNEP I”), and Warburg, Pincus Netherlands Equity Partners III, C.V., a Netherlands limited partnership (“WPNEP III” and, collectively with WPEP and WPNEP I, the “WPEP Parties”). Each of the Company, Novo and the WPEP Parties are sometimes referred to herein individually, as a “Party” and, together as the “Parties.”
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • September 8th, 2010 • Warburg Pincus LLC • Biological products, (no disgnostic substances) • Delaware
This TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of September 7, 2010, is by and among BRISTOL-MYERS SQUIBB COMPANY, a Delaware corporation (“Parent”), ZEUS ACQUISITION CORPORATION, a Washington corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and each of the entities set forth on Schedule A hereto (each, a “Shareholder”).
