AGREEMENT AND PLAN OF REORGANIZATION by and among ABBVIE INC., OXFORD AMHERST CORPORATION, OXFORD AMHERST LLC and PHARMACYCLICS, INC. dated as of March 4, 2015Agreement and Plan of Reorganization • March 6th, 2015 • AbbVie Inc. • Pharmaceutical preparations • Delaware
This AGREEMENT AND PLAN OF REORGANIZATION (this “Agreement”), dated as of March 4, 2015, is by and among AbbVie Inc., a Delaware corporation (“Parent”), Oxford Amherst Corporation, a Delaware corporation and a direct wholly owned subsidiary of Parent (“Purchaser”), Oxford Amherst LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Parent (“Merger Sub 2” and, together with Purchaser, the “Merger Subs”), and Pharmacyclics, Inc., a Delaware corporation (the “Company”). All capitalized terms used in this Agreement shall have the meanings ascribed to such terms in Annex A or as otherwise defined elsewhere in this Agreement unless the context clearly provides otherwise. Parent, each of the Merger Subs and the Company are each sometimes referred to herein as a “Party” and collectively as the “Parties”.
SUPPORT AGREEMENTSupport Agreement • March 6th, 2015 • AbbVie Inc. • Pharmaceutical preparations • Delaware
SUPPORT AGREEMENT (this “Agreement”), dated as of March 4, 2015, is by and among AbbVie Inc. (“Parent”), Oxford Amherst Corporation, a Delaware corporation and a direct wholly owned subsidiary of Parent (“Purchaser”), and Robert W. Duggan (the “Stockholder”).
