AGREEMENT AND PLAN OF MERGER BY AND AMONG ASTELLAS PHARMA INC., ASTELLAS US HOLDING, INC., RUBY ACQUISITION, INC., AND OSI PHARMACEUTICALS, INC. DATED AS OF MAY 16, 2010Agreement and Plan of Merger • May 17th, 2010 • Astellas Pharma Inc. • In vitro & in vivo diagnostic substances • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of May 16, 2010 (this “Agreement”), by and among Astellas Pharma Inc., a corporation formed under the laws of Japan (“Parent”), Astellas US Holding, Inc., a Delaware corporation and a wholly-owned subsidiary of the Parent, Ruby Acquisition, Inc., a Delaware corporation and a direct wholly-owned subsidiary of Holding and an indirect wholly-owned subsidiary of Parent (“Merger Sub”), and OSI Pharmaceuticals, Inc. a Delaware corporation (the “Company”).
