AGREEMENT AND PLAN OF MERGER by and among MITSUBISHI TANABE PHARMA CORPORATION MT PORTO LTD. and NEURODERM LTD. July 24, 2017Agreement and Plan of Merger • July 24th, 2017 • NeuroDerm Ltd. • Pharmaceutical preparations • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of July 24, 2017 by and among Mitsubishi Tanabe Pharma Corporation, a company organized under the laws of the State of Japan (“Parent”), MT Porto Ltd., a company organized under the laws of the State of Israel and a wholly-owned subsidiary of Parent (“Merger Sub”), and NeuroDerm Ltd., a company organized under the laws of the State of Israel (the “Company”). All capitalized terms used in this Agreement shall have the respective meanings ascribed thereto in ARTICLE I.
FORM OF VOTING AND SUPPORT AGREEMENTForm of Voting and Support Agreement • July 24th, 2017 • NeuroDerm Ltd. • Pharmaceutical preparations
VOTING AND SUPPORT AGREEMENT (this “Agreement”), dated as of July 24, 2017, by and among Mitsubishi Tanabe Pharma Corporation, a corporation formed under the laws of the State of Japan (“Parent”), MT Porto Ltd., a private company formed under the laws of the State of Israel and a wholly-owned subsidiary of Parent (“Merger Sub”), and the undersigned shareholder (“Shareholder”) of NeuroDerm Ltd., a public company formed under the laws of the State of Israel (the “Company”). Capitalized terms used but not defined herein shall have the meanings given to them in the Merger Agreement (as defined below).
