OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY
OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK
TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER
PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER
THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement or
caused this Agreement to be duly executed on their respective behalf, by their
respective officers thereunto duly authorized, all as of the day and year first
above written.
PHARMION CORPORATION
By:
/s/ Patrick J. Mahaffy
Name:
Patrick J. Mahaffy
Title:
President and CEO
CARLSBAD ACQUISITION CORPORATION
By:
/s/ Patrick J. Mahaffy
Name:
Patrick J. Mahaffy
Title:
President
CABRELLIS PHARMACEUTICALS CORPORATION
By:
/s/ John E. Crawford
Name:
John E. Crawford
Title:
Chief Financial and Administrative Officer
EQUITYHOLDER
REPRESENTATIVE:
/s/ Stuart J. M. Collinson
Stuart J. M. Collinson, as Equityholder
Representative
[Signature Page to Agreement and Plan of Merger]