AGREEMENT AND PLAN OF MERGER dated as of April 21, 2005 among TRANSKARYOTIC THERAPIES, INC., SHIRE PHARMACEUTICALS GROUP PLC and SPARTA ACQUISITION CORPORATIONAgreement and Plan of Merger • April 25th, 2005 • Shire Pharmaceuticals Group PLC • Pharmaceutical preparations • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of April 21, 2005, among Transkaryotic Therapies, Inc., a Delaware corporation (the “Company”), Shire Pharmaceuticals Group plc, a public limited company incorporated under the laws of England and Wales (“Parent”), and Sparta Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Subsidiary”).
EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • April 25th, 2005 • Shire Pharmaceuticals Group PLC • Pharmaceutical preparations • Delaware
THIS EXCLUSIVE LICENSE AGREEMENT (this “Agreement”), effective as of the Effective Date (as defined below) is between Transkaryotic Therapies, Inc., a corporation organized under the laws of the State of Delaware with its principal offices at 700 Main Street, Cambridge, Massachusetts 02139 (“TKT”), and Shire Pharmaceutical Group plc, a public limited company incorporated under the laws of England and Wales (“Shire”). TKT and Shire may be referred to herein individually as a "Party" or collectively as the "Parties".
VOTING AGREEMENTVoting Agreement • April 25th, 2005 • Shire Pharmaceuticals Group PLC • Pharmaceutical preparations • Delaware
This VOTING AGREEMENT (this “Agreement”), dated as of April 21, 2005, is among Shire Pharmaceuticals Group plc, a public limited company incorporated under the laws of England and Wales (“Parent”), Warburg, Pincus Equity Partners, L.P., a Delaware limited partnership (“WPEP”), Warburg, Pincus Netherlands Equity Partners I, C.V., a Netherlands Commanditaire Vennootschap (“WPNEP I”), Warburg, Pincus Netherlands Equity Partners III, C.V., a Netherlands Commanditaire Vennootschap (“WPNEP III” and together with WPNEP I, collectively the “Netherlands Entities”), and Warburg Pincus & Co., a New York general partnership (“WP&Co.”, WPEP and each of the Netherlands Entities are each referred to herein as a “Stockholder” and collectively as the “Stockholders”).
