AGREEMENT AND PLAN OF MERGER by and among MYRIAD PHARMACEUTICALS, INC., MPI MERGER SUB, INC., JAVELIN PHARMACEUTICALS, INC. and FREDERICK E. PIERCE, II Dated as of December 18, 2009Agreement and Plan of Merger • December 18th, 2009 • Myriad Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of December 18, 2009, by and among Myriad Pharmaceuticals, Inc., a Delaware corporation (“Parent”), MPI Merger Sub, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub” and, together with Parent, the “Buyer Parties”), Javelin Pharmaceuticals, Inc. (the “Company”) and Frederick E. Pierce, II, as representative of the Company’s stockholders (the “Stockholder Representative”).
FORM OF ESCROW AGREEMENTEscrow Agreement • December 18th, 2009 • Myriad Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
THIS ESCROW AGREEMENT, dated as of [ ], 2010 (this “Agreement”), is by and among Myriad Pharmaceuticals, Inc., a Delaware corporation (“Parent”), Frederick E. Pierce, II, solely in his capacity as representative of the stockholders of Javelin Pharmaceuticals, Inc. (the “Stockholder Representative”), and American Stock Transfer and Trust Company (the “Escrow Agent”). Each capitalized term used in this Agreement but not otherwise defined herein shall have the meaning ascribed thereto in the Merger Agreement (as defined below). Parent shall provide the Escrow Agent with a true and complete copy of the Merger Agreement for its records and reference.
