AGREEMENT AND PLAN OF MERGER between GLAXOSMITHKLINE PLC, ORIKUM ACQUISITION INC. and SIERRA ONCOLOGY, INC. Dated April 12, 2022Agreement and Plan of Merger • April 13th, 2022 • Sierra Oncology, Inc. • Pharmaceutical preparations • Delaware
This agreement and plan of merger (this “Agreement”) is dated April 12, 2022, between GlaxoSmithKline plc, a public limited company organized under the laws of England and Wales (“Parent”), Orikum Acquisition Inc., a Delaware corporation and an indirect wholly-owned subsidiary of Parent (“Acquisition Sub”), and Sierra Oncology, Inc., a Delaware corporation (the “Company”). Each of Parent, Acquisition Sub and the Company are sometimes referred to as a “Party.” All capitalized terms that are used in this Agreement have the meanings given to them in Article I.
SUPPORT AGREEMENTSupport Agreement • April 13th, 2022 • Sierra Oncology, Inc. • Pharmaceutical preparations • Delaware
SUPPORT AGREEMENT, dated as of April 12, 2022 (this “Agreement”), among GlaxoSmithKline plc, a public limited company organized under the laws of England and Wales (“Parent”), Orikum Acquisition Inc., a Delaware corporation and an indirect wholly owned Subsidiary of Parent (“Acquisition Sub”), Sierra Oncology, Inc. (the “Company”) and the stockholders set forth on Schedule A hereto (the “Stockholders”). Parent, Acquisition Sub, the Company and the Stockholders are each sometimes referred to herein as a “Party” and collectively, as the “Parties.”
