Preview | Agreement and Plan of Merger |

This AGREEMENT AND PLAN OF MERGER (this ?Agreement?) is made and entered into as of September 24, 2007, among Cordova Sciences, Inc., a Delaware corporation (?Parent?), Tikvah Therapeutics, Inc., a Delaware corporation (?Tikvah?), and a corporation to be formed as Cordova Acquisition Corp., a Delaware corporation which will be a wholly-owned subsidiary of Parent (?Cordova Merger Sub?).

B. The Board of Directors of Tikvah (i) has determined that the Merger (as defined in Section 1.1 below) is consistent with and in furtherance of the long-term business strategy of Tikvah and fair to, and in the best interests of Tikvah and its stockholders, (ii) has approved this Agreement, the Merger and the other transactions contemplated by this Agreement, (iii) has adopted a resolution declaring the Merger advisable, and (iv) has determined to recommend that the stockholders of Tikvah adopt this Agreement.

C. The Board of Directors of Parent (i) has determined that the Merger is consistent with and in furtherance of the long-term business strategy of Parent and fair to, and in the best interests of Parent and its stockholders, (ii) has approved this Agreement, the Merger and the other transactions contemplated by this Agreement, (iii) has adopted a resolution declaring the Merger advisable, and (iv) has approved the issuance of shares of Parent Common Stock (as defined below) pursuant to the Merger (the ?Share Issuance?).

D. The Board of Directors of Cordova Merger Sub (i) will determine that the Merger is consistent with and in furtherance of the long-term business strategy of Cordova Merger Sub and fair to and in the best interests of Cordova Merger Sub and its stockholders, (ii) will approve this Agreement, the Merger and the other transactions contemplated by this Agreement, (iii) will adopte a resolution declaring the Merger advisable, and (iv) will determine to recommend that the sole stockholder of Cordova Merger Sub adopt this Agreement.

E. The Merger is being done in connection with and will be consummated immediately after the closing of an offering of securities by Tikvah (the ?Offering?) of a minimum amount of $30,000,000 and a maximum of $60,000,000 in aggregate purchase price. The offering is described in the Confidential Offering Memorandum of Tikvah, dated September 24, 2007 (the ?Memorandum?)

1.1. The Merger. At the Effective Time (as defined in Section 1.2 hereof) and subject to and upon the terms and conditions of this Agreement and the applicable provisions of the DGCL, Cordova Merger Sub shall be merged with and into Tikvah (the ?Merger?), the separate corporate existence of Cordova Merger Sub shall cease and Tikvah shall continue as the surviving corporation and shall become a wholly-owned subsidiary of Parent. The surviving corporation after the Merger is sometimes referred to hereinafter as the ?Tikvah Surviving Corporation.?

1.2. Effective Time. Unless this Agreement is earlier terminated pursuant to Article VII hereof, the closing of the Merger and the other transactions contemplated by this Agreement (the ?Closing?) will take place at the offices of Parent, at a time and date to be specified by the parties, but in no event later than two (2) business days following satisfaction or waiver of the conditions set forth in Article VI hereof. The date upon which the Closing actually occurs is herein referred to as the ?Closing Date.? On the Closing Date, the parties hereto shall cause the Merger to be consummated by filing a Certificate of Merger or like instrument (a ?Certificate of Merger?) with the Secretary of State of the State of Delaware, in accordance with the relevant provisions of the DGCL (the times at which the Merger has become fully effective (or such later time as may be agreed in writing by Tikvah and specified in the Certificate of Merger) is referred to herein as the ?Effective Time?).

(a) At the Effective Time, the effect of the Merger shall be as provided in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, except as provided herein, all the property, rights, privileges, powers and franchises of Tikvah and Cordova Merger Sub shall vest in the Tikvah Surviving Corporation, and all debts, liabilities and duties of Tikvah and Cordova Merger Sub shall become the debts, liabilities and duties of the Tikvah Surviving Corporation.

(b) At the Effective Time, the properties and assets of Parent and Cordova Merger Sub will be free and clear of any and all encumbrances, charges, claims, equitable interests, liens, options, pledges, security interests, mortgages, rights of first refusal or restrictions of any kind and nature (collectively, the ?Encumbrances?), except for such liabilities, accounts payable, debts, adverse claims, duties, responsibilities and obligations of every kind or nature, whether accrued or unaccrued, known or unknown, direct or indirect, absolute, contingent, liquidated or unliquidated and whether arising under, pursuant to or in connection with any contract, tort, strict liability or otherwise (collectively the ?Liabilities?) of Parent which shall be set forth in Parent?s Balance Sheet or incurred in the ordinary course of business after such date.

1.6. Effect on Capital Stock. Subject to the terms and conditions of this Agreement, at the Effective Time, by virtue of the Merger and without any action on the part of Parent, Tikvah and Cordova Merger Sub or the holders of any of the following securities, the following shall occur:

(a) Conversion of Tikvah Capital Stock. Each share of common stock, par value $0.001 per share, of Tikvah (the ?Tikvah Common Stock?) issued and outstanding immediately prior to the Effective Time (other than shares held by holders who have not consented to and approved the adoption of this Agreement and who qualify under and have complied with all of the provisions of Section 262 of the DGCL) will be automatically converted into one share of Common Stock, par value $0.001 per share, of Parent (the ?Parent Common Stock?) (such aggregate shares of Parent Common Stock being referred to in this Agreement as the ?Tikvah Merger Consideration?). If any shares of Tikvah Common Stock outstanding immediately prior to the Effective Time are unvested or are subject to a repurchase option, risk of forfeiture or other condition under any applicable restricted stock purchase agreement or other agreement with Tikvah, then the shares of Parent Common Stock issued in exchange for such shares of Tikvah Common Stock will also be unvested subject to the same repurchase option, risk of forfeiture or other condition, and the certificates representing such shares of Parent Common Stock shall accordingly be marked with appropriate legends.

(d) Adjustments to Tikvah Merger Consideration. Except as described in Section 1.7, the Tikvah Merger Consideration shall be adjusted to reflect appropriately the effect of any stock split, reverse stock split, stock dividend, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to Parent Common Stock or Tikvah Common Stock occurring on or after the date hereof and prior to the Effective Time.

(e) Fractional Shares. No fraction of a share of Parent Common Stock will be issued in the Merger. At the Effective Time, each fractional share of Tikvah Capital Stock shall be cancelled and such fractional share shall be rounded to the nearest whole share.

1.7. No Further Ownership Rights in Tikvah Common Stock. All shares of Parent Common Stock issued in accordance with the terms hereof shall be deemed to have been issued in full satisfaction of all rights pertaining to such shares of Tikvah Common Stock. After the Effective Time, there shall be no further registration of transfers on the records of Tikvah Surviving Corporation of shares of Tikvah Common Stock which were outstanding immediately prior to the Effective Time. If, after the Effective Time, certificates representing Tikvah Common Stock (?Certificates?) are presented to Tikvah Surviving Corporation for any reason, they shall be canceled and exchanged as provided in this Article I.

1.8. Lost, Stolen or Destroyed Certificates. In the event that any Certificates shall have been lost, stolen or destroyed, the Parent shall issue in exchange for such lost, stolen or destroyed Certificates, upon the making of an affidavit of that fact by the holder thereof, certificates representing the shares of Parent Common Stock into which the shares of Tikvah Common Stock represented by such Certificates were converted pursuant to Section 1.6(a); provided, however, that the Parent may, in its discretion and as a condition precedent to the issuance of such certificates representing shares of Parent Common Stock require the owner of such lost, stolen or destroyed Certificates to indemnify Parent against any claim that may be made against Parent or Tikvah Surviving Corporation with respect to the Certificates alleged to have been lost, stolen or destroyed.

1.9. Tax Treatment. It is intended by the parties hereto that the Merger shall constitute a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the ?Code?) and that Parent, Tikvah and Cordova Merger Sub are intended to be ?parties to a reorganization? within the meaning of Section 368(b) of the Code. Each of the parties hereto adopts this Agreement as a ?plan of reorganization? within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Treasury Regulations (the ?Regulations?). Both prior to and after the Closing, each party?s books and records shall be maintained, and all federal, state and local income tax returns and schedules thereto shall be filed in a manner consistent with the Merger being qualified as a reverse triangular merger under Section 368(a)(2)(E) of the Code (and comparable provisions of any applicable state or local laws), except to the extent the Merger is determined in a final administrative or judicial decision not to qualify as a reorganization within the meaning of Code Section 368(a).

1.10. Taking of Necessary Action; Further Action. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Tikvah Surviving Corporation (and/or its successor in interest) with full right, title and possession to all assets, property, rights, privileges, powers and franchises of Tikvah and Cordova Merger Sub, the officers and directors of Parent and the Tikvah Surviving Corporation shall be fully authorized (in the name of Cordova Merger Sub, Tikvah and otherwise) to take all such necessary action.

1.11. Restrictions on Transfer; Legends. Any shares of Parent Common Stock issued in the Merger will not be transferable except (1) pursuant to an effective registration statement under the Securities Act of 1933, as amended (the ?Securities Act?) or (2) upon receipt by Parent of a written opinion of counsel reasonably satisfactory to Parent that is knowledgeable in securities laws matters to the effect that the proposed transfer is exempt from the registration requirements of the Securities Act and relevant state securities laws. Restrictive legends must be placed on all certificates representing shares of Parent issued in the Merger, substantially as follows:

?THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), OR THE SECURITIES LAWS OF ANY STATE, AND WERE OFFERED AND SOLD PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. THESE SECURITIES MAY NOT BE SOLD OR TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR SUCH OTHER LAWS.?

(a) The purchasers of Tikvah Common Stock in the Offering will automatically receive stock certificates for the shares of Parent Common Stock which are issued as merger consideration for their shares of Tikvah Common Stock as required by Section 1.6 and as contemplated by the purchase agreements executed in connection with the Offering.