0001193125-06-209288 Sample Contracts

AMENDMENT NO. 2 TO RIGHTS AGREEMENT
Rights Agreement • October 17th, 2006 • Icos Corp • Pharmaceutical preparations • New York

This Amendment No. 2 to Rights Agreement (this “Amendment”), dated as of October 11, 2006, between ICOS Corporation, a Washington corporation (the “Company”), and Mellon Investor Services LLC, a New Jersey limited liability company, as Rights Agent (the “Rights Agent”), amends that certain Rights Agreement, dated as of August 9, 2002 (the “Rights Agreement”), as amended by Amendment No. 1 to Rights Agreement dated September 26, 2005.

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AGREEMENT AND PLAN OF MERGER by and among ELI LILLY AND COMPANY, TOUR MERGER SUB, INC. and ICOS CORPORATION Dated as of October 16, 2006
Agreement and Plan of Merger • October 17th, 2006 • Icos Corp • Pharmaceutical preparations • Delaware

AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of October 16, 2006, by and among ELI LILLY AND COMPANY, an Indiana corporation (“Parent”), TOUR MERGER SUB, INC., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and ICOS CORPORATION, a Washington corporation (the “Company”).

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