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DOCUMENT TITLE:  AGREEMENT AND PLAN OF MERGER .
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Clause Heading
1.1 - The Merger.
1.2 - Closing.
1.3 - Filing of Certificate of Merger.
1.4 - Effect of the Merger.
1.5 - Certificate of Incorporation and Bylaws of the Surviving Corporation.
1.6 - Directors and Officers.
2.1 - Conversion of Company Common Stock.
(e) - Dissenting Shares.
2.2 - Company Warrants.
2.3 - Cancellation of Shares.
2.4 - Company Stock and Stock Purchase Plans.
2.5 - Capital Stock of Merger Sub.
2.6 - No Fractional Shares.
2.7 - Exchange of Certificates.
2.8 - No Liability.
2.9 - Taking of Necessary Action; Further Action.
2.10 - Calculation of Net Cash.
(a) - Adjustment for Net Cash at Closing.
(b) - Additional Shares Adjustment for Contingent Liability.
(c) - Potential Adjustments related to Emergent BioSolutions.
2.12 - Escrow Arrangement.
(a) - Total Lease Liability Shares.
(b) - Emergent Milestone Shares.
(c) - Information Regarding Release of Escrowed Shares.
3 - REPRESENTATIONS AND WARRANTIES OF THE COMPANY
3.1 - Organization and Qualification.
3.2 - Subsidiaries.
3.3 - Capital Structure.
3.4 - Authority; No Conflict; Required Filings.
3.5 - Board Approval; Section 203; Required Vote.
3.6 - SEC Filings; Sarbanes-Oxley Act.
3.7 - Absence of Undisclosed Liabilities.
3.8 - Absence of Certain Changes or Events.
3.9 - Agreements, Contracts and Commitments.
3.10 - Compliance with Laws.
3.11 - Material Permits.
3.12 - Litigation and Product Liability.
3.13 - Restrictions on Business Activities.
3.14 - Employee Benefit Plans.
(k) - Neither the Company nor any of its Company ERISA Affiliates or Subsidiaries is a party to any written:
3.15 - Labor and Employment Matters.
3.16 - Registration Statement; Proxy Statement/Prospectus.
3.17 - Properties and Assets.
3.18 - Insurance.
3.19 - Taxes.
3.20 - Environmental Matters.
3.21 - Intellectual Property.
3.22 - Brokers.
3.23 - Certain Business Practices.
3.24 - Government Contracts.
3.25 - Interested Party Transactions.
3.26 - Opinion of Financial Advisor.
3.27 - Company Stockholder Rights Plan.
3.28 - Full Disclosure.
3.29 - Warrants.
4 - REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB
4.1 - Organization and Qualification.
4.2 - Subsidiaries.
4.3 - Capital Structure.
4.4 - Authority; No Conflict; Required Filings.
4.5 - Board Approval; Required Vote.
4.6 - SEC Filings; Sarbanes-Oxley Act.
4.7 - Absence of Undisclosed Liabilities.
4.8 - Absence of Certain Changes or Events.
4.9 - Agreements, Contracts and Commitments.
4.10 - Compliance with Law.
4.11 - Material Permits.
4.12 - Litigation and Product Liability.
4.13 - Restrictions on Business Activities.
4.14 - Employee Benefit Plans.
(k) - Neither Parent nor any of its Parent ERISA Affiliates or Subsidiaries is a party to any written:
4.15 - Labor and Employment Matters.
4.16 - Registration Statement; Proxy Statement/Prospectus.
4.17 - Properties and Assets.
4.18 - Insurance.
4.19 - Taxes.
4.20 - Environmental Matters.
4.21 - Intellectual Property.
4.22 - Certain Business Practices.
4.23 - Government Contracts.
4.24 - Brokers.
4.25 - Interested Party Transactions.
4.26 - Opinion of Financial Advisor.
4.27 - Interim Operations of Merger Sub.
4.28 - Ownership of Company Common Stock.
4.29 - Parent Rights Agreement.
4.30 - Full Disclosure.
5.1 - Conduct of Business by Company Pending the Merger.
5.2 - Conduct of Business by Parent Pending the Merger.
5.3 - No Solicitation of Transactions.
6.1 - Proxy Statement/Prospectus; Registration Statement.
6.6 - Board of Directors.
6.2 - Meeting of Company Stockholders.
6.3 - Meeting of Parent Stockholders.
6.4 - Access to Information; Confidentiality.
6.5 - Commercially Reasonable Best Efforts; Further Assurances.
6.7 - Notification of Certain Matters.
6.8 - Public Announcements.
6.9 - Directors and Officers Insurance.
6.10 - Stockholder Litigation.
6.11 - Nasdaq Listing.
6.12 - Celltrion Subsidiary.
6.13 - Fixed Assets.
7.1 - Conditions to Obligation of Each Party to Effect the Merger.
(a) - Effectiveness of the Registration Statement.
(b) - Stockholder Approval.
(c) - NASDAQ Listing.
(d) - No Injunctions or Restraints; Illegality.
7.2 - Additional Conditions to Obligations of Parent.
(a) - Representations and Warranties.
(b) - Agreements and Covenants.
(c) - Third Party Consents.
(d) - No Material Adverse Effect.
(e) - Legal Action.
(f) - Environmental Reports.
7.3 - Additional Conditions to Obligations of the Company.
8.1 - Termination.
8.2 - Effect of Termination.
8.3 - Fees and Expenses.
8.4 - Amendment.
8.5 - Waiver.
9.1 - Appointment of Stockholder Representative.
9.2 - Authority.
9.3 - Resignation.
10.1 - Survival of Representations and Warranties.
10.2 - Notices.
10.3 - Interpretation.
10.4 - Severability.
10.5 - Entire Agreement.
10.6 - Assignment.
10.7 - Parties in Interest.
10.8 - Failure or Indulgence Not Waiver; Remedies Cumulative.
10.9 - Governing Law; Enforcement.
10.10 - Counterparts.
10.11 - Knowledge.