AGREEMENT AND PLAN OF MERGER among: TRIUS THERAPEUTICS, INC., a Delaware corporation; CUBIST PHARMACEUTICALS, INC., a Delaware corporation; and BRGO CORPORATION, a Delaware corporation Dated as of July 30, 2013Agreement and Plan of Merger • August 1st, 2013 • Trius Therapeutics Inc • Pharmaceutical preparations • Delaware
THIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into as of July 30, 2013, by and among: Cubist Pharmaceuticals, Inc., a Delaware corporation (“Parent”); BRGO Corporation, a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”); and Trius Therapeutics, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
CONTINGENT VALUE RIGHTS AGREEMENTContingent Value Rights Agreement • August 1st, 2013 • Trius Therapeutics Inc • Pharmaceutical preparations • Delaware
THIS CONTINGENT VALUE RIGHTS AGREEMENT, dated as of [—], 2013 (this “Agreement”), is entered into by and between Cubist Pharmaceuticals, Inc., a Delaware corporation (“Parent”), and Broadridge Corporate Issuer Solutions, Inc., a Pennsylvania corporation, as Rights Agent.
TENDER AND VOTING AGREEMENTTender and Voting Agreement • August 1st, 2013 • Trius Therapeutics Inc • Pharmaceutical preparations • Delaware
THIS TENDER AND VOTING AGREEMENT (this “Agreement”) dated July 30, 2013, is entered into between Cubist Pharmaceuticals, Inc., a Delaware corporation (“Parent”), BRGO Corporation, a Delaware corporation and direct or indirect wholly owned subsidiary of Parent (“Purchaser”), and [ ] (“Stockholder”), with respect to (i) the shares of common stock, par value $0.0001 per share (the “Shares”), of Trius Therapeutics, Inc., a Delaware corporation (the “Company”), (ii) all securities exchangeable, exercisable or convertible into Shares, and (iii) any securities issued or exchanged with respect to such Shares, and upon any recapitalization, reclassification, merger, consolidation, spin-off, partial or complete liquidation, stock dividend, split-up or combination of the securities of the Company or upon any other change in the Company’s capital structure, in each case whether now owned or hereafter acquired by the Stockholder (collectively, the “Securities”).
