Common Contracts

43 similar Agreement and Plan of Merger contracts by Gilead Sciences Inc, Cti Biopharma Corp, Akcea Therapeutics, Inc., others

AGREEMENT AND PLAN OF MERGER among: CYMABAY THERAPEUTICS, INC., a Delaware corporation; GILEAD SCIENCES, INC., a Delaware corporation; and PACIFIC MERGER SUB, INC., a Delaware corporation Dated as of February 11, 2024
Agreement and Plan of Merger • February 12th, 2024 • Gilead Sciences, Inc. • Biological products, (no disgnostic substances) • Delaware

THIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into as of February 11, 2024 by and among: Gilead Sciences, Inc., a Delaware corporation (“Parent”); Pacific Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”); and CymaBay Therapeutics, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in ‎Exhibit A.

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AGREEMENT AND PLAN OF MERGER among: CYMABAY THERAPEUTICS, INC., a Delaware corporation; GILEAD SCIENCES, INC., a Delaware corporation; and PACIFIC MERGER SUB, INC., a Delaware corporation Dated as of February 11, 2024
Agreement and Plan of Merger • February 12th, 2024 • CymaBay Therapeutics, Inc. • Pharmaceutical preparations • Delaware

THIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into as of February 11, 2024 by and among: Gilead Sciences, Inc., a Delaware corporation (“Parent”); Pacific Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”); and CymaBay Therapeutics, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.

AGREEMENT AND PLAN OF MERGER between: RAYZEBIO, INC., a Delaware corporation; and BRISTOL-MYERS SQUIBB COMPANY, a Delaware corporation Dated as of December 25, 2023
Agreement and Plan of Merger • December 26th, 2023 • RayzeBio, Inc. • Pharmaceutical preparations • Delaware

THIS AGREEMENT AND PLAN OF MERGER is made and entered into as of December 25, 2023, by and between: BRISTOL-MYERS SQUIBB COMPANY, a Delaware corporation (“Parent”); and RAYZEBIO, INC., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.

AGREEMENT AND PLAN OF MERGER among: Intercept Pharmaceuticals, Inc., a Delaware corporation; Alfasigma S.p.A., an Italian società per azioni; and Interstellar Acquisition Inc., a Delaware corporation Dated as of September 26, 2023
Agreement and Plan of Merger • September 26th, 2023 • Intercept Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware

THIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into as of September 26, 2023, by and among: Alfasigma S.p.A., an Italian società per azioni (“Parent”); Interstellar Acquisition Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”); and Intercept Pharmaceuticals, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.

AGREEMENT AND PLAN OF MERGER among: Decibel Therapeutics, Inc., a Delaware corporation; Regeneron Pharmaceuticals, Inc., a New York corporation; and Symphony Acquisition Sub, Inc., a Delaware corporation Dated as of August 8, 2023
Agreement and Plan of Merger • August 9th, 2023 • Decibel Therapeutics, Inc. • Pharmaceutical preparations • Delaware

THIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into as of August 8, 2023, by and among: Regeneron Pharmaceuticals, Inc., a New York corporation (“Parent”); Symphony Acquisition Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”); and Decibel Therapeutics, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.

AGREEMENT AND PLAN OF MERGER among: Computer Task Group, Incorporated, a New York corporation; Cegeka Groep NV, a Belgian limited liability company; and Chicago Merger Sub, Inc., a New York corporation Dated as of August 9, 2023
Agreement and Plan of Merger • August 9th, 2023 • Computer Task Group Inc • Services-computer programming services • New York

THIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into as of August 9, 2023 by and among: Cegeka Groep NV, a Belgian limited liability company (“Parent”); Chicago Merger Sub, Inc., a New York corporation and wholly-owned subsidiary of Parent (“Merger Sub”); and Computer Task Group, Incorporated, a New York corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.

AGREEMENT AND PLAN OF MERGER among: CTI BIOPHARMA CORP., a Delaware corporation; SWEDISH ORPHAN BIOVITRUM AB (PUBL), a Swedish public limited liability company; and CLEOPATRA ACQUISITION CORP., a Delaware corporation Dated as of May 10, 2023
Agreement and Plan of Merger • May 10th, 2023 • Cti Biopharma Corp • Pharmaceutical preparations • Delaware

THIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into as of May 10, 2023, by and among: Swedish Orphan Biovitrum AB (publ), a Swedish public limited liability company (“Parent”); Cleopatra Acquisition Corp., a Delaware corporation and a wholly owned, indirect subsidiary of Parent (“Purchaser”); and CTI BioPharma Corp., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.

AGREEMENT AND PLAN OF MERGER among: CTI BIOPHARMA CORP., a Delaware corporation; SWEDISH ORPHAN BIOVITRUM AB (PUBL), a Swedish public limited liability company; and CLEOPATRA ACQUISITION CORP., a Delaware corporation Dated as of May 10, 2023
Agreement and Plan of Merger • May 10th, 2023 • Cti Biopharma Corp • Pharmaceutical preparations • Delaware

THIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into as of May 10, 2023, by and among: Swedish Orphan Biovitrum AB (publ), a Swedish public limited liability company (“Parent”); Cleopatra Acquisition Corp., a Delaware corporation and a wholly owned, indirect subsidiary of Parent (“Purchaser”); and CTI BioPharma Corp., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.

AGREEMENT AND PLAN OF MERGER among: CINCOR PHARMA, INC., a Delaware corporation; ASTRAZENECA FINANCE AND HOLDINGS INC., a Delaware corporation; and CINNAMON ACQUISITION, INC., a Delaware corporation Dated as of January 8, 2023
Agreement and Plan of Merger • January 9th, 2023 • CinCor Pharma, Inc. • Pharmaceutical preparations • Delaware

THIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into as of January 8, 2023, by and among: ASTRAZENECA FINANCE AND HOLDINGS INC., a Delaware corporation (“Parent”); CINNAMON ACQUISITION, INC., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”); and CINCOR PHARMA, INC., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.

AGREEMENT AND PLAN OF MERGER among: F-STAR THERAPEUTICS, INC., a Delaware corporation; INVOX PHARMA LIMITED, a private limited company organized under the laws of England and Wales; FENNEC ACQUISITION INCORPORATED, a Delaware corporation; and solely...
Agreement and Plan of Merger • June 23rd, 2022 • F-Star Therapeutics, Inc. • Pharmaceutical preparations • Delaware

THIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into as of June 22, 2022, by and among: invoX Pharma Limited, a private limited company organized under the laws of England and Wales (“Parent”); Fennec Acquisition Incorporated, a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”); Sino Biopharmaceutical Limited, a company organized under the laws of the Cayman Islands (“Guarantor”); and F-star Therapeutics, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.

AGREEMENT AND PLAN OF MERGER among: Checkmate Pharmaceuticals, Inc., a Delaware corporation; Regeneron Pharmaceuticals, Inc., a New York corporation; and Scandinavian Acquisition Sub, Inc., a Delaware corporation Dated as of April 18, 2022
Agreement and Plan of Merger • April 19th, 2022 • Checkmate Pharmaceuticals, Inc. • Biological products, (no disgnostic substances) • Delaware

Any one or more directors may be removed, with or without cause, by the vote or written consent of the holders of a majority of the issued and outstanding shares of capital stock of the Corporation entitled to be voted in the election of directors.

AGREEMENT AND PLAN OF MERGER by and among: COLLEGIUM PHARMACEUTICAL, INC., BRISTOL ACQUISITION COMPANY INC. and BIODELIVERY SCIENCES INTERNATIONAL, INC. Dated as of February 14, 2022
Agreement and Plan of Merger • February 15th, 2022 • Biodelivery Sciences International Inc • Pharmaceutical preparations • Delaware
AGREEMENT AND PLAN OF MERGER by and among: COLLEGIUM PHARMACEUTICAL, INC., BRISTOL ACQUISITION COMPANY INC. and BIODELIVERY SCIENCES INTERNATIONAL, INC. Dated as of February 14, 2022
Agreement and Plan of Merger • February 14th, 2022 • Collegium Pharmaceutical, Inc • Pharmaceutical preparations • Delaware
AGREEMENT AND PLAN OF MERGER among: NOVO NORDISK A/S, a Danish aktieselskab; NNUS NEW RESEARCH, INC., a Delaware corporation; and DICERNA PHARMACEUTICALS, INC., a Delaware corporation Dated as of November 17, 2021
Agreement and Plan of Merger • November 18th, 2021 • Dicerna Pharmaceuticals Inc • Pharmaceutical preparations • Delaware

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of November 17, 2021, by and among: Novo Nordisk A/S, a Danish aktieselskab (“Parent”); NNUS New Research, Inc., a Delaware corporation and a wholly owned indirect subsidiary of Parent (“Purchaser”); and Dicerna Pharmaceuticals, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.

AGREEMENT AND PLAN OF MERGER among: CONSTELLATION PHARMACEUTICALS, INC., a Delaware corporation; MORPHOSYS AG, a German stock corporation (Aktiengesellschaft); and MORPHOSYS DEVELOPMENT INC., a Delaware corporation Dated as of June 2, 2021
Agreement and Plan of Merger • June 2nd, 2021 • Constellation Pharmaceuticals Inc • Pharmaceutical preparations • Delaware

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of June 2, 2021, by and among MorphoSys AG, a German stock corporation (Aktiengesellschaft) (“Parent”); MorphoSys Development Inc., a Delaware corporation and an indirect wholly owned subsidiary of Parent (“Purchaser”); and Constellation Pharmaceuticals, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.

AGREEMENT AND PLAN OF MERGER among: IMMUNOMEDICS, INC., a Delaware corporation; GILEAD SCIENCES, INC., a Delaware corporation; and MAUI MERGER SUB, INC., a Delaware corporation Dated as of September 13, 2020
Agreement and Plan of Merger • September 14th, 2020 • Immunomedics Inc • In vitro & in vivo diagnostic substances • Delaware

THIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into as of September 13, 2020, by and among: Gilead Sciences, Inc., a Delaware corporation (“Parent”); Maui Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”); and Immunomedics, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.

AGREEMENT AND PLAN OF MERGER among: IMMUNOMEDICS, INC., a Delaware corporation; GILEAD SCIENCES, INC., a Delaware corporation; and MAUI MERGER SUB, INC., a Delaware corporation Dated as of September 13, 2020
Agreement and Plan of Merger • September 14th, 2020 • Gilead Sciences Inc • Biological products, (no disgnostic substances) • Delaware

THIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into as of September 13, 2020, by and among: Gilead Sciences, Inc., a Delaware corporation (“Parent”); Maui Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”); and Immunomedics, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in ‎Exhibit A.

AGREEMENT AND PLAN OF MERGER among AKCEA THERAPEUTICS, INC., a Delaware corporation; IONIS PHARMACEUTICALS, INC., a Delaware corporation; and AVALANCHE MERGER SUB, INC., a Delaware corporation Dated as of August 30, 2020
Agreement and Plan of Merger • August 31st, 2020 • Akcea Therapeutics, Inc. • Pharmaceutical preparations • Delaware

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is entered into as of August 30, 2020, among Akcea Therapeutics, Inc., a Delaware corporation (the “Company”); Ionis Pharmaceuticals, Inc., a Delaware corporation (“Parent”); and Avalanche Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”). Certain capitalized terms used in this Agreement are defined in Exhibit A.

EX-2.1 2 d407807dex21.htm EX-2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER among: MIRAMAR LABS, INC., a Delaware corporation; SIENTRA, INC., a Delaware corporation; and DESERT ACQUISITION CORPORATION, a Delaware corporation Dated as of June 11,...
Agreement and Plan of Merger • May 5th, 2020 • Delaware

THIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into as of June 11, 2017, by and among SIENTRA, INC., a Delaware corporation (“Parent”); DESERT ACQUISITION CORPORATION, a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”); and MIRAMAR LABS, INC., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.

AGREEMENT AND PLAN OF MERGER among: STEMLINE THERAPEUTICS, INC., a Delaware corporation; BERLIN-CHEMIE AG, a company formed under the laws of Germany; and MERCURY MERGER SUB, INC., a Delaware corporation Dated as of May 3, 2020
Agreement and Plan of Merger • May 4th, 2020 • Stemline Therapeutics Inc • Pharmaceutical preparations • Delaware

THIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into as of May 3, 2020, by and among: Berlin-Chemie AG, a company formed under the laws of Germany (“Parent”); Mercury Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”); and Stemline Therapeutics, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.

AGREEMENT AND PLAN OF MERGER among: FORTY SEVEN, INC., a Delaware corporation; GILEAD SCIENCES, INC., a Delaware corporation; and TORO MERGER SUB, INC., a Delaware corporation Dated as of March 1, 2020 Section 1 THE OFFER
Agreement and Plan of Merger • March 2nd, 2020 • Gilead Sciences Inc • Biological products, (no disgnostic substances) • Delaware

THIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into as of March 1, 2020, by and among: Gilead Sciences, Inc., a Delaware corporation (“Parent”); Toro Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”); and Forty Seven, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.

AGREEMENT AND PLAN OF MERGER among: FORTY SEVEN, INC., a Delaware corporation; GILEAD SCIENCES, INC., a Delaware corporation; and TORO MERGER SUB, INC., a Delaware corporation Dated as of March 1, 2020
Agreement and Plan of Merger • March 2nd, 2020 • Forty Seven, Inc. • Pharmaceutical preparations • Delaware

THIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into as of March 1, 2020, by and among: Gilead Sciences, Inc., a Delaware corporation (“Parent”); Toro Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”); and Forty Seven, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.

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AGREEMENT AND PLAN OF MERGER among: Synthorx, Inc., a Delaware corporation; SANOFI, a French société anonyme; and Thunder Acquisition Corp., a Delaware corporation Dated as of December 7, 2019
Agreement and Plan of Merger • December 9th, 2019 • Synthorx, Inc. • Pharmaceutical preparations • Delaware

THIS AGREEMENT AND PLAN OF MERGER is made and entered into as of December 7, 2019, by and among: Sanofi, a French société anonyme (“Parent”); Thunder Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”); and Synthorx, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.

AGREEMENT AND PLAN OF MERGER by and among ALDER BIOPHARMACEUTICALS, INC. H. LUNDBECK A/S, LUNDBECK LLC, and VIOLET ACQUISITION CORP. Dated as of September 16, 2019
Agreement and Plan of Merger • September 16th, 2019 • Alder Biopharmaceuticals Inc • Pharmaceutical preparations • Delaware

THIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into as of September 16, 2019, by and among: H. Lundbeck A/S, a Danish aktieselskab (“Parent”); Lundbeck LLC, a Delaware limited liability company and an indirect wholly owned subsidiary of Parent (“Payor”); Violet Acquisition Corp., a Delaware corporation and a direct wholly owned subsidiary of Payor (“Purchaser”); and Alder BioPharmaceuticals, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.

AGREEMENT AND PLAN OF MERGER among: ARRAY BIOPHARMA INC., a Delaware corporation; PFIZER INC., a Delaware corporation; and ARLINGTON ACQUISITION SUB INC., a Delaware corporation Dated as of June 14, 2019
Agreement and Plan of Merger • June 17th, 2019 • Array Biopharma Inc • Pharmaceutical preparations • Delaware

Any one or more directors may be removed, with or without cause, by the vote or written consent of the holders of a majority of the issued and outstanding shares of capital stock of the Corporation entitled to be voted in the election of directors.

AGREEMENT AND PLAN OF MERGER among: IMMUNE DESIGN CORP., a Delaware corporation; MERCK SHARP & DOHME CORP., a New Jersey corporation; and CASCADE MERGER SUB INC., a Delaware corporation Dated as of February 20, 2019
Agreement and Plan of Merger • March 5th, 2019 • Merck & Co., Inc. • Pharmaceutical preparations • Delaware

THIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into as of February 20, 2019, by and among: Merck Sharp & Dohme Corp., a New Jersey corporation (“Parent”); Cascade Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”); and Immune Design Corp., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.

AGREEMENT AND PLAN OF MERGER among: IMMUNE DESIGN CORP., a Delaware corporation; MERCK SHARP & DOHME CORP., a New Jersey corporation; and CASCADE MERGER SUB INC., a Delaware corporation Dated as of February 20, 2019
Agreement and Plan of Merger • February 21st, 2019 • Immune Design Corp. • Pharmaceutical preparations • Delaware

THIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into as of February 20, 2019, by and among: Merck Sharp & Dohme Corp., a New Jersey corporation (“Parent”); Cascade Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”); and Immune Design Corp., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.

AGREEMENT AND PLAN OF MERGER among: CONVERGEONE HOLDINGS, INC., a Delaware corporation; PVKG INTERMEDIATE HOLDINGS INC., a Delaware corporation; and PVKG MERGER SUB, INC., a Delaware corporation Dated as of November 6, 2018
Agreement and Plan of Merger • November 7th, 2018 • ConvergeOne Holdings, Inc. • Services-prepackaged software • Delaware
AGREEMENT AND PLAN OF MERGER among: JUNO THERAPEUTICS, INC., a Delaware corporation; CELGENE CORPORATION, a Delaware corporation; and BLUE MAGPIE CORPORATION, a Delaware corporation Dated as of January 21, 2018
Agreement and Plan of Merger • January 22nd, 2018 • Juno Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware

THIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into as of January 21, 2018, by and among: Celgene Corporation, a Delaware corporation (“Parent”); Blue Magpie Corporation, a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”); and Juno Therapeutics, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.

AGREEMENT AND PLAN OF MERGER among: SUCAMPO PHARMACEUTICALS, INC., a Delaware corporation; MALLINCKRODT PLC, an Irish public limited company; and SUN ACQUISITION CO., a Delaware corporation Dated as of December 23, 2017
Agreement and Plan of Merger • December 26th, 2017 • Mallinckrodt PLC • Pharmaceutical preparations • Delaware

THIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into as of December 23, 2017, by and among: Mallinckrodt plc, an Irish public limited company (“Parent”); Sun Acquisition Co., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”); and Sucampo Pharmaceuticals, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.

AGREEMENT AND PLAN OF MERGER among: SUCAMPO PHARMACEUTICALS, INC., a Delaware corporation; MALLINCKRODT PLC, an Irish public limited company; and SUN ACQUISITION CO., a Delaware corporation Dated as of December 23, 2017
Agreement and Plan of Merger • December 26th, 2017 • Sucampo Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware

THIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into as of December 23, 2017, by and among: Mallinckrodt plc, an Irish public limited company (“Parent”); Sun Acquisition Co., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”); and Sucampo Pharmaceuticals, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.

AGREEMENT AND PLAN OF MERGER among: KITE PHARMA, INC., a Delaware corporation; GILEAD SCIENCES, INC., a Delaware corporation; and DODGERS MERGER SUB, INC., a Delaware corporation Dated as of August 27, 2017
Agreement and Plan of Merger • August 28th, 2017 • Kite Pharma, Inc. • Biological products, (no disgnostic substances) • Delaware

THIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into as of August 27, 2017, by and among: Gilead Sciences, Inc., a Delaware corporation (“Parent”); Dodgers Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”); and Kite Pharma, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.

AGREEMENT AND PLAN OF MERGER among: KITE PHARMA, INC., a Delaware corporation; GILEAD SCIENCES, INC., a Delaware corporation; and DODGERS MERGER SUB, INC., a Delaware corporation Dated as of August 27, 2017
Agreement and Plan of Merger • August 28th, 2017 • Gilead Sciences Inc • Biological products, (no disgnostic substances) • Delaware

THIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into as of August 27, 2017, by and among: Gilead Sciences, Inc., a Delaware corporation (“Parent”); Dodgers Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”); and Kite Pharma, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.

AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • June 30th, 2017 • Enel Green Power North America, Inc. • Services-computer programming, data processing, etc. • Delaware

THIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into as of June 21, 2017, by and among: ENEL GREEN POWER NORTH AMERICA, INC., a Delaware corporation (“Parent”); PINE MERGER SUB, INC., a Delaware corporation and a wholly owned Subsidiary of Parent (“Purchaser”); ENEL S.P.A., an Italian joint-stock company and the parent of Parent (the “Guarantor”) (solely for the purposes of Section 9.11 hereof); and ENERNOC, INC., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.

AGREEMENT AND PLAN OF MERGER among: ENERNOC, INC., a Delaware corporation; ENEL GREEN POWER NORTH AMERICA, INC., a Delaware corporation; and PINE MERGER SUB, INC., a Delaware corporation Dated as of June 21, 2017
Agreement and Plan of Merger • June 23rd, 2017 • Enernoc Inc • Services-computer programming, data processing, etc. • Delaware

THIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into as of June 21, 2017, by and among: ENEL GREEN POWER NORTH AMERICA, INC., a Delaware corporation (“Parent”); PINE MERGER SUB, INC., a Delaware corporation and a wholly owned Subsidiary of Parent (“Purchaser”); ENEL S.P.A., an Italian joint-stock company and the parent of Parent (the “Guarantor”) (solely for the purposes of Section 9.11 hereof); and ENERNOC, INC., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.

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