______________________________________________________________________________
AGREEMENT AND PLAN OF MERGER
among
VENTIV HEALTH, INC.
ACORN ACQUISITION CORP.
ADHERIS, INC.
and
THE STOCKHOLDER REPRESENTATIVE
_____________________________________________________________________________
EXECUTION COPY
AGREEMENT AND PLAN OF MERGER
AGREEMENT AND PLAN OF MERGER , dated as of February 2, 2006 (the “ Agreement ”), by and
among (a) Ventiv Health, Inc., a Delaware corporation (“ Parent ”); (b) Acorn Acquisition Corp., a Delaware
corporation and a wholly-owned subsidiary of Parent (“ Merger Sub ”); (c) Adheris, Inc., a Delaware
corporation (the “ Company ”); and (d) Eugene W. Williams II, solely in his capacity as stockholder
representative (the “ Stockholder Representative ”).
W I T N E S S E T H
WHEREAS, Parent has offered to acquire the Company for consideration consisting of (i) a combination
of cash and Parent Common Stock (as defined in Section 1.2 below) having an aggregate value of $60 million
(the " Base Purchase Price "), subject to adjustment as provided herein, and (ii) additional consideration
contingent upon the performance of the Company during 2006, 2007 and 2008, as more fully set forth herein
{NY001821;1}
EXECUTION COPY
AGREEMENT AND PLAN OF MERGER
AGREEMENT AND PLAN OF MERGER , dated as of February 2, 2006 (the “ Agreement ”), by and
among (a) Ventiv Health, Inc., a Delaware corporation (“ Parent ”); (b) Acorn Acquisition Corp., a Delaware
corporation and a wholly-owned subsidiary of Parent (“ Merger Sub ”); (c) Adheris, Inc., a Delaware
corporation (the “ Company ”); and (d) Eugene W. Williams II, solely in his capacity as stockholder
representative (the “ Stockholder Representative ”).
W I T N E S S E T H
WHEREAS, Parent has offered to acquire the Company for consideration consisting of (i) a combination
of cash and Parent Common Stock (as defined i