AGREEMENT AND PLAN OF MERGER between JOHNSON & JOHNSON, KITE MERGER SUB, INC. and COUGAR BIOTECHNOLOGY, INC. dated as of May 21, 2009Agreement and Plan of Merger • May 26th, 2009 • Cougar Biotechnology, Inc. • Pharmaceutical preparations • Delaware
This AGREEMENT AND PLAN OF MERGER (hereinafter referred to as this “Agreement”), dated as of May 21, 2009, is by and among Johnson & Johnson, a New Jersey corporation (“Parent”), Kite Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Purchaser”), and Cougar Biotechnology, Inc., a Delaware corporation (the “Company”). All capitalized terms used in this Agreement shall have the meaning ascribed to such terms in Section 9.5 or as otherwise defined elsewhere in this Agreement unless the context clearly provides otherwise.
FORM OF TENDER AND SUPPORT AGREEMENTTender and Support Agreement • May 26th, 2009 • Cougar Biotechnology, Inc. • Pharmaceutical preparations • Delaware
This TENDER AND SUPPORT AGREEMENT, dated as of May 21, 2009 (this “Agreement”), is by and among [Alan H. Auerbach, Arie S. Belldegrun, or Horizon BioMedical Ventures, LLC, a Delaware limited liability company] (“Stockholder”), Johnson & Johnson, a New Jersey corporation (“Parent”), and Kite Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Purchaser”). Capitalized terms used but not defined herein have the meanings assigned to them in the Agreement and Plan of Merger, dated as of the date of this Agreement (together with any amendments or supplements thereto, the “Merger Agreement”), by and among Parent, Purchaser and Cougar Biotechnology, Inc., a Delaware corporation (the “Company”).
