0000950135-05-002273 Sample Contracts

AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • April 27th, 2005 • Transkaryotic Therapies Inc • Biological products, (no disgnostic substances) • 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”).

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TRANSKARYOTIC THERAPIES, INC. 700 Main Street Cambridge, MA 02139 Phone: (617) 349-0200 April 21, 2005
Transkaryotic Therapies Inc • April 27th, 2005 • Biological products, (no disgnostic substances)

This letter is to confirm our agreement that, effective as of the date of this letter, you hereby resign as an officer and an employee of Transkaryotic Therapies, Inc.(the “Company”) and as a member of the Board of Directors of the Company.

RECITALS
Country Reference • April 27th, 2005 • Transkaryotic Therapies Inc • Biological products, (no disgnostic substances) • Delaware
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