AGREEMENT AND PLAN OF MERGER by and among PFIZER INC., ARIS MERGER SUB, INC. and SEAGEN INC., Dated as of MARCH 12, 2023Agreement and Plan of Merger • March 13th, 2023 • Seagen Inc. • Biological products, (no disgnostic substances) • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of March 12, 2023, is by and among Pfizer Inc., a Delaware corporation (“Parent”), Aris Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Seagen Inc., a Delaware corporation (the “Company”).
VOTING AGREEMENTVoting Agreement • March 13th, 2023 • Seagen Inc. • Biological products, (no disgnostic substances) • Delaware
This VOTING AGREEMENT (this “Agreement”), dated as of March 12, 2023, is by and among (i) Pfizer Inc., a Delaware corporation (“Parent”), (ii) Seagen Inc., a Delaware corporation (the “Company”), and (iii) Baker Bros. Advisors LP (the “Advisor”), on behalf of itself and the persons listed on Schedule A hereto in their capacity as record or beneficial owners of Common Shares (as defined below) (each, a “Stockholder” and, collectively, the “Stockholders”). Each of Parent, the Company and the Advisor are sometimes referred to as a “Party.”
David Epstein/Roger D. Dansey, M.D.] At the address on file with the Company Dear [David/Roger]:Letter Agreement • March 13th, 2023 • Seagen Inc. • Biological products, (no disgnostic substances)
This letter agreement (this “Agreement”) confirms the understanding between you and Seagen Inc. (the “Company”) regarding certain payments that you may become entitled to receive in connection with the proposed acquisition (the “Acquisition”) of the Company by Pfizer Inc. (“Parent”), pursuant to that certain Agreement and Plan of Merger, dated as of the date hereof, by and among Parent, the Company, and Aris Merger Sub, Inc. (the “Merger Agreement”), and amends your [Amended and Restated] Executive Employment Agreement with the Company, dated as of November 8, 2022 (the “Employment Agreement”). Capitalized terms used but not otherwise defined in this Agreement have the meanings given to such terms in the Employment Agreement. If (a) the Merger Agreement terminates pursuant to its terms or (b) your employment with the Company terminates due to a Termination for Cause or a Voluntary Termination prior to the Closing (as defined in the Merger Agreement), this Agreement will terminate and b
