Termination Notice of Agreement and Plan of Merger between Infinity Pharmaceuticals, Inc. and MEI Pharma, Inc.
MEI Pharma, Inc. has formally notified Infinity Pharmaceuticals, Inc. that it is terminating their Agreement and Plan of Merger, originally signed on February 22, 2023. The termination is effective immediately because the required Meadow stockholder approval for the merger was not obtained. This notice serves as official communication of the termination, as allowed under the terms of the original merger agreement.
Exhibit 10.1
July 23, 2023
VIA EMAIL AND HAND DELIVERY
Infinity Pharmaceuticals, Inc.
1100 Massachusetts Avenue, Floor 4
Cambridge, Massachusetts 02138
Attention: General Counsel
Email: ***@***
| RE: | Termination Notice |
Dear Seth:
Reference is hereby made to that certain Agreement and Plan of Merger, dated as of February 22, 2023, by and among Infinity Pharmaceuticals, Inc. (“Iris”), MEl Pharma, Inc. (“Meadow”) and Meadow Merger Sub, Inc. (the “Merger Agreement”). Capitalized terms used but not defined in this letter shall have the meaning ascribed to such terms in the Merger Agreement.
Meadow hereby provides Iris with notice that (i) the Meadow Stockholder Approval was not obtained at a meeting duly convened therefor or at any adjournment or postponement thereof at which a vote upon the Meadow Stock Issuance was taken and (ii) in accordance with Section 7.2(c) of the Merger Agreement, Meadow hereby terminates the Merger Agreement with immediate effect.
Should you have any questions regarding the notice provided herein, please contact Meadow’s counsel, Steven Navarro at ###-###-#### or ***@***.
[Signature on the next page]
| MEI PHARMA, INC. | ||
| By: | /s/ David Urso | |
| Name: | David Urso | |
| Title | President & Chief Executive Officer | |
| cc: | WilmerHale LLP |
60 State Street
Boston, MA 02109
Attention: Hal J. Leibowitz, Cynthia Mazareas and Michael Gilligan
Email: ***@***; ***@***;
***@***
