AGREEMENT AND PLAN OF MERGER AMONG CUBIST PHARMACEUTICALS, INC. FRD ACQUISITION CORPORATION AND ADOLOR CORPORATIONAgreement and Plan of Merger • October 25th, 2011 • Adolor Corp • Pharmaceutical preparations • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of October 24, 2011 is among CUBIST PHARMACEUTICALS, INC. (“Parent”), a Delaware corporation, FRD ACQUISITION CORPORATION (“Sub”), a newly-formed Delaware corporation and a direct or indirect wholly-owned subsidiary of Parent, and ADOLOR CORPORATION (the “Company”), a Delaware corporation.
AMENDMENT TO AMENDED AND RESTATED RIGHTS AGREEMENTRights Agreement • October 25th, 2011 • Adolor Corp • Pharmaceutical preparations • New York
THIS AMENDMENT (the “Amendment”), dated as of October 24, 2011, to the Amended and Restated Rights Agreement (the “Rights Agreement”), dated as of January 31, 2011, between ADOLOR CORPORATION, a Delaware corporation (the “Company”), and BROADRIDGE CORPORATE ISSUER SOLUTIONS, INC. (formerly known as STOCKTRANS, A BROADRIDGE COMPANY), a Pennsylvania corporation (the “Rights Agent”), is being executed at the direction of the Company. Capitalized terms used in this Amendment and not otherwise defined herein shall have the meanings given them in the Rights Agreement.
