AGREEMENT AND PLAN OF REORGANIZATION by and among ALEXION PHARMACEUTICALS, INC., PULSAR MERGER SUB INC., GALAXY MERGER SUB LLC, and SYNAGEVA BIOPHARMA CORP. Dated as of May 5, 2015Agreement and Plan of Reorganization • May 6th, 2015 • Synageva Biopharma Corp • Biological products, (no disgnostic substances) • Delaware
This AGREEMENT AND PLAN OF REORGANIZATION (this “Agreement”), dated as of May 5, 2015, is by and among Synageva Biopharma Corp., a Delaware corporation (the “Company”), Alexion Pharmaceuticals, Inc., a Delaware corporation (“Parent”), Pulsar Merger Sub Inc., a Delaware corporation and direct wholly owned subsidiary of Parent (“Purchaser”), and Galaxy Merger Sub LLC, a Delaware limited liability company and direct wholly owned subsidiary of Parent (“Merger Sub 2”, and, together with Purchaser, the “Merger Subs”). Parent, each of the Merger Subs and the Company are each sometimes referred to herein as a “Party” and collectively as the “Parties”.
