Unassociated Document
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
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|
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
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(Amendment
No.
)*
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MEDIMMUNE,
INC.
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(Name
of Issuer)
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Common
Stock, $0.01 Par Value Per Share
(including
the associated preferred stock purchase
rights)
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(Title
of Class of Securities)
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584699102
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(CUSIP
Number)
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Graeme
H. R. Musker
AstraZeneca
PLC
15
Stanhope Gate
London,
W1K 1LN, England
Telephone:
+44 20 7304 5000
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(Name,
Address and Telephone Number of Person Authorized to
Receive
Notices and Communications)
With
Copies to:
Paul
R. Kingsley
Thomas
J. Reid
Davis
Polk & Wardwell
450
Lexington Avenue
New
York, New York 10017
Telephone:
(212) 450-4000
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June
13, 2007
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(Date
of Event which Requires Filing of this Statement)
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If
the filing person has previously filed a statement on Schedule 13G
to
report the acquisition that is the subject of this Schedule 13D,
and is
filing this schedule because of §§240.13d-1(e), 240.13d-l(f) or
240.13d-l(g), check the following box. o
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*The
remainder of this cover page shall be filled out for a reporting
person’s
initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information
which
would alter disclosures provided in a prior cover page.
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The
information required on the remainder of this cover page shall not
be
deemed to be “filed” for the purpose of Section 18 of the Securities
Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions
of
the Act (however, see the
Notes).
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CUSIP
No. 584699102
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13D
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Page 2 of
12
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1.
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Names
of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only).
AstraZeneca
PLC
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2.
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Check
the Appropriate Box if a Member of a Group (See Instructions)
(a)
o
(b)
x
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3.
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SEC
Use Only
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4.
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Source
of Funds (See Instructions)
BK
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5.
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Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or
2(e) o
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6.
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Citizenship
or Place of Organization
England
and Wales
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
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7.
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Sole
Voting Power
-0-
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8.
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Shared
Voting Power
219,463,013
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9.
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Sole
Dispositive Power
-0-
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10.
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Shared
Dispositive Power
219,463,013
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11.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
219,463,013
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12.
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Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) o
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13.
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Percent
of Class Represented by Amount in Row (11)
91.9%1
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14.
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Type
of Reporting Person (See Instructions)
OO
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1
Calculated based on 238,861,003 shares outstanding as of June 4, 2007, as
reported by MedImmune’s transfer agent.
CUSIP
No. 584699102
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13D
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Page 3 of
12
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1.
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Names
of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only).
AstraZeneca
Biopharmaceuticals Inc.
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2.
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Check
the Appropriate Box if a Member of a Group (See Instructions)
(a)
o
(b)
x
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3.
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SEC
Use Only
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4.
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Source
of Funds (See Instructions)
BK
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5.
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Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or
2(e) o
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6.
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Citizenship
or Place of Organization
Delaware
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
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7.
|
Sole
Voting Power
-0-
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8.
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Shared
Voting Power
219,463,013
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9.
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Sole
Dispositive Power
-0-
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10.
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Shared
Dispositive Power
219,463,013
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11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
219,463,013
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12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) o
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13.
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Percent
of Class Represented by Amount in Row (11)
91.9%2
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14.
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Type
of Reporting Person (See Instructions)
CO
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2
Calculated based on 238,861,003 shares outstanding as of June 4, 2007, as
reported by MedImmune’s transfer agent.
Item
1. Security and Issuer
The
class
of equity securities to which this statement relates is the common stock, $0.01
par value per share (including the associated preferred stock purchase rights,
the “Shares”), of MedImmune, Inc., a Delaware corporation
(“MedImmune”). The principal executive offices of
MedImmune are located at One MedImmune Way, Gaithersburg, Maryland,
20878.
Item
2. Identity and Background
(a)−(c)
and (f) The names of the persons filing this statement are
AstraZeneca PLC, a public limited company incorporated under the laws of England
and Wales (“AstraZeneca”), and AstraZeneca Biopharmaceuticals
Inc., a Delaware corporation and indirect wholly owned subsidiary of AstraZeneca
(“Purchaser”, and together with AstraZeneca, the
“Reporting Persons”).
The
address of the principal office of AstraZeneca is 15 Stanhope Gate, London,
W1K
1LN, England. The address of the principal office of Purchaser is
1800 Concord Pike, P.O. Box 15437, Wilmington, Delaware 19850. The
name, business address, present principal occupation or employment, and
citizenship of each director and executive officer of AstraZeneca and Purchaser
are set forth on Schedule A and Schedule B, respectively, attached hereto and
are incorporated herein by reference. The principal business of AstraZeneca
is
the development and sale of pharmaceutical products on a global
basis. The principal business of Purchaser is the acquisition of
MedImmune.
(d) During
the last five years, neither the Reporting Persons nor, to the knowledge of
the
Reporting Persons, any of the persons set forth on Schedule A or Schedule B
attached hereto have been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) During
the last five years, neither the Reporting Persons nor, to the knowledge of
the
Reporting Persons, any of the persons set forth on Schedule A or Schedule B
attached hereto were party to a civil proceeding of a judicial or administrative
body of competent jurisdiction and as a result of such proceeding were or are
subject to a judgment, decree or final order enjoining future violations of,
or
prohibiting or mandating activities subject to, U.S. federal or state securities
laws or finding any violations with respect to such laws.
Item
3. Source and Amount of Funds or Other
Consideration
The
aggregate purchase price for the Shares tendered in the Offer described in
Item
4 below was approximately $12.73 billion. AstraZeneca and Purchaser
funded the purchase of the Shares with borrowings from a $15.0 billion committed
revolving facility. The facility is available to AstraZeneca pursuant
to an amended and restated facility agreement dated May 31, 2007 among
AstraZeneca, Citigroup Global Markets Limited, Deutsche Bank AG, London Branch
and HSBC Bank plc acting as mandated lead arrangers and bookrunners, JPMorgan
Cazenove Limited acting as mandated lead arranger, HSBC Bank plc as facility
agent, HSBC Bank USA, National Association as swingline agent, and the other
parties thereto, a copy of which is filed as Exhibit 1 hereto and incorporated
by reference. Further information regarding the facility is set forth
in Amendment No. 4 to the Schedule TO (as defined below) filed by AstraZeneca
and Purchaser on a Schedule TO-T/A with the Securities and Exchange Commission
on May 31, 2007.
Item
4. Purpose of Transaction
The
Reporting Persons acquired the Shares in connection with the acquisition of
MedImmune by AstraZeneca pursuant to the Merger Agreement (described
below). On April 22, 2007, MedImmune, AstraZeneca and Purchaser
entered into an Agreement and Plan of Merger (the “Merger
Agreement”). Pursuant to the terms of the Merger Agreement,
on May 3, 2007, AstraZeneca and Purchaser commenced a tender offer to acquire
all of MedImmune’s outstanding Shares, at a price of $58.00 per Share, net to
the seller in cash, upon the terms and subject to the conditions set forth
in
the Offer to Purchase dated May 3, 2007 and in the related Letter of Transmittal
(which, as amended or supplemented, together constitute the
“Offer”). The initial offering period of the Offer
expired at 12:00 midnight, New York City time, on Thursday, May 31, 2007. At
the
expiration of the Offer, a total
of
approximately 201,521,289 Shares were validly tendered and not withdrawn (not
including Shares delivered through notices of guaranteed delivery), representing
approximately 84.4% of the outstanding Shares. In addition,
27,750,668 Shares were tendered by notice of guaranteed delivery, representing
approximately 11.6% of the outstanding Shares. In total, 229,271,957
Shares, including Shares tendered by notice of guaranteed delivery, were validly
tendered and not withdrawn, representing approximately 96.0% of the outstanding
Shares.
On
June 1,
2007, AstraZeneca announced that Purchaser had commenced a subsequent offering
period for all remaining untendered Shares. The subsequent offering period
expired at 12:00 midnight, New York City time, on Tuesday, June 5,
2007. In total, Purchaser purchased in the initial and subsequent
offering periods of the Offer 219,463,013 Shares, representing approximately
91.9% of the outstanding Shares.
Purchaser
has accepted for payment, and AstraZeneca has provided the funds necessary
to
pay for, all Shares that were validly tendered during the initial offering
period and the subsequent offering period of the Offer.
In
accordance with the Merger Agreement, AstraZeneca intends to complete the
acquisition of MedImmune under the short-form merger provisions of the Delaware
General Corporation Law without a vote or meeting of MedImmune’s stockholders
via a merger, whereby Purchaser will merge with and into MedImmune (the
“Merger”), with MedImmune continuing as the surviving
corporation and an indirect wholly owned subsidiary of AstraZeneca (the
“Surviving Corporation”). At the effective time of the Merger,
each outstanding Share (other than any Shares in respect of which appraisal
rights are validly exercised under the Delaware General Corporation Law and
any
Shares held by MedImmune, AstraZeneca or any of their subsidiaries (including
Purchaser)) will be converted into the right to receive the same $58.00 per
Share price paid in the Offer, without interest. The Merger is
expected to be completed on or about June 18, 2007. Following the
Merger, the Shares will no longer meet the standards for continued listing
on
the NASDAQ Global Select Market and will be eligible for termination of
registration pursuant to Section 12(g)(4) of the Securities Exchange Act of
1934, as amended (the “Exchange Act”).
In
addition, pursuant to the Merger Agreement, each director of MedImmune, other
than Ms. Barbara Hackman Franklin, Dr. M. James Barrett and Ms. Elizabeth H.S.
Wyatt, submitted letters of resignation from the MedImmune Board effective
as of
June 1, 2007. On June 1, 2007, the MedImmune Board appointed Messrs.
David Elkins, Glenn Engelmann, John Goddard, Shaun Grady, Rodger McMillan and
John Rex
as directors of MedImmune to fill the vacancies created by such
resignations. Such individuals were designated for appointment as
directors by AstraZeneca and Purchaser pursuant to the Merger Agreement, and
their appointment provides AstraZeneca with majority representation on the
MedImmune Board of Directors. Following the Merger, the directors of
Purchaser will be the directors of MedImmune.
The
foregoing description of the Merger and the Offer is qualified in its entirety
by reference to the Merger Agreement, a copy of which is filed as Exhibit 2
hereto and incorporated by reference and the Tender Offer Statement on Schedule
TO, originally filed by AstraZeneca and Purchaser with the Securities and
Exchange Commission on May 3, 2007 (as amended, the “Schedule
TO”), a copy of which is filed as Exhibit 3 hereto and incorporated by
reference.
Item
5. Interest in Securities of the Issuer
(a) For
the purposes of Rule 13d−3 promulgated under the Exchange Act, each of the
Reporting Persons may be deemed to beneficially own 219,463,013 Shares or
approximately 91.9% of the outstanding Shares. Following the
effective time of the Merger, Purchaser will own all of the outstanding shares
of common stock of the Surviving Corporation and, as a result, for the purposes
of Rule 13d−3 promulgated under the Exchange Act, upon the consummation of the
Merger, each of the Reporting Persons may be deemed to beneficially own 100%
of
the outstanding shares of common stock of the Surviving
Corporation. AstraZeneca is filing solely in its capacity as the
indirect parent company of, and indirect beneficial owner of Shares held by,
Purchaser.
All
calculations of percentages of Shares herein are based on information as of
June
4, 2007 as provided to AstraZeneca by MedImmune’s transfer agent.
Except
as
set forth in Item 5(a) of this statement, neither the Reporting Persons nor,
to
the knowledge of the Reporting Persons, any of the persons set forth on Schedule
A or Schedule B hereto, beneficially owns Shares.
(b)
Purchaser and, by virtue of its relationship to Purchaser reported under Item
2
of this statement, AstraZeneca may be deemed to have shared voting and
dispositive power with respect to the Shares that are owned by
Purchaser.
(c)
Except
as set forth in Item 4 of this statement, neither the Reporting Persons nor,
to
the knowledge of the Reporting Persons, any of the persons set forth on Schedule
A and Schedule B hereto has effected any transaction in the Shares during the
past 60 days.
(d)
Not
applicable.
(e)
Not
applicable.
Other
than
as described in Items 3, 4 and 5, to the knowledge of the Reporting Persons,
there are no contracts, arrangements, understandings or relationships (legal
or
otherwise) between the persons named in Item 2 and any other person with respect
to any securities of MedImmune, including, but not limited to, transfer or
voting of any of the securities, finder’s fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, division of profits or
loss,
or the giving or withholding of proxies, between the persons enumerated in
Item
2, and any other person, with respect to any securities of MedImmune, including
any securities pledged or otherwise subject to a contingency the occurrence
of
which would give another person voting power or investment power over such
securities other than standard default and similar provisions contained in
loan
agreements.
Item
7. Material to be Filed as Exhibits
Exhibit
Number
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Exhibit
Name
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1
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Amended
Facility Agreement dated May 31, 2007 among AstraZeneca, Citigroup
Global
Markets Limited, Deutsche Bank AG, London Branch and HSBC Bank plc
acting
as mandated lead arrangers and bookrunners, JPMorgan Cazenove Limited
acting as mandated lead arranger, HSBC Bank plc as facility agent,
HSBC
Bank USA, National Association as swingline agent, and the other
parties
thereto (incorporated by reference to the Schedule TO-T/A filed by
AstraZeneca Biopharmaceuticals Inc. and AstraZeneca PLC on May 31,
2007).
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2
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Agreement
and Plan of Merger dated as of April 22, 2007 among MedImmune, Inc.,
AstraZeneca PLC and AstraZeneca Biopharmaceuticals Inc. (incorporated
by
reference to the Form 6-K filed by AstraZeneca PLC on April 26,
2007).
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3
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Tender
Offer Statement on Schedule TO (incorporated by reference in its
entirety
as originally filed by AstraZeneca Biopharmaceuticals Inc. and AstraZeneca
PLC on May 3, 2007, as amended).
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4
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Joint
Filing Agreement among the Reporting
Persons.
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SIGNATURE
After
reasonable inquiry and to the best of my knowledge and of the undersigned,
the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
June
13,
2007
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ASTRAZENECA
BIOPHARMACEUTICALS INC.
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By:
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/s/
Chris R. W. Petty |
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Name: Chris
R. W. Petty
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Title: Assistant
Secretary and Vice President
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ASTRAZENECA
PLC
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By:
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/s/
Shaun F. Grady |
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Name: Shaun
F. Grady
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Title:
Authorised Signatory
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EXHIBIT
INDEX
Exhibit
No.
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Description
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1
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Amended
Facility Agreement dated May 31, 2007 among AstraZeneca, Citigroup
Global
Markets Limited, Deutsche Bank AG, London Branch and HSBC Bank plc
acting
as mandated lead arrangers and bookrunners, JPMorgan Cazenove Limited
acting as mandated lead arranger, HSBC Bank plc as facility agent,
HSBC
Bank USA, National Association as swingline agent, and the other
parties
thereto (incorporated by reference to the Schedule TO-T/A filed by
AstraZeneca Biopharmaceuticals Inc. and AstraZeneca PLC on May 31,
2007).
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2
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Agreement
and Plan of Merger dated as of April 22, 2007 among MedImmune, Inc.,
AstraZeneca PLC and AstraZeneca Biopharmaceuticals Inc. (incorporated
by
reference to the Form 6-K filed by AstraZeneca PLC on April 26,
2007).
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3
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Tender
Offer Statement on Schedule TO (incorporated by reference in its
entirety
as originally filed by AstraZeneca Biopharmaceuticals Inc. and AstraZeneca
PLC on May 3, 2007, as amended).
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4
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Joint
Filing Agreement among the Reporting Persons.
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SCHEDULE
A
DIRECTORS
AND EXECUTIVE OFFICERS OF ASTRAZENECA
The
name,
current principal occupation of each of the directors and executive officers
of
AstraZeneca PLC (“AstraZeneca”) are set forth below. Unless
otherwise indicated, each occupation set forth opposite an individual’s name
refers to employment with AstraZeneca. The business address of each director
and
officer is AstraZeneca PLC, 15 Stanhope Gate London, W1K 1LN, England. All
directors and executive officers listed below are UK citizens, except: Louis
Schweitzer and Bruno Angelici, who are citizens of France; Jan Lundberg, Håkan
Mogren, and Marcus Wallenberg, who are citizens of Sweden; David R. Brennan,
Jane Henney, Michele Hooper, Lynn Tetrault and Tony Zook, who are citizens
of
the United States; and John Buchanan, who is a dual citizen of the UK and New
Zealand. Directors are identified by an asterisk.
Name
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Current
Principal Occupation or Employment
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Louis
Schweitzer*
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Chairman
of the Board of Directors.
Chairman
of Renault SA, Vice-Chairman of the Supervisory Board of Koninklijke
Philips Electronics NV and Director of BNP-Paribas, Electricité de France,
Veolia Environnement, Volvo AB and L’Oréal.
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Håkan
Mogren*
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Deputy
Chairman of the Board of Directors.
Director
of Investor AB, Rémy Cointreau SA, Groupe Danone, Norsk Hydro ASA and the
Marianne and Marcus Wallenberg Foundation.
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David
R. Brennan*
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Executive
Director and Chief Executive Officer.
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John
Patterson FRCP*
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Executive
Director, Development.
Fellow
of the Royal College of Physicians and Director of the British Pharma
Group and Cobham plc.
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Jonathan
Symonds CBE*
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Director
and Chief Financial Officer.
Director
of Diageo plc.
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Michele
Hooper*
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Senior
Independent Director.
Director
of PPG Industries, Inc. and Warner Music Group, Inc.
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John
Buchanan*
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Director.
Chairman
of Smith & Nephew plc, Deputy Chairman of Vodafone Group Plc and
Senior Independent Director of BHP Billiton Plc.
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Jane
Henney*
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Director.
Senior
Vice President and Provost for Health Affairs, University of Cincinnati
Medical Academic Health Center.
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Dame
Nancy Rothwell*
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Director.
MRC
Research Professor and Vice President for Research at the University
of
Manchester.
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John
Varley*
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Director.
Barclays
Group Chief Executive.
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Marcus
Wallenberg*
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Director.
Chairman
of Skandinaviska Enskilda Banken AB, Saab AB and International Chamber
of
Commerce, Deputy Chairman of Telefonaktiebolaget LM Ericsson and
Director
of Electrolux AB, Stora Enso Oyj and the Knut and Alice Wallenberg
Foundation.
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Graeme
Musker
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Company
Secretary & Group Solicitor.
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Bruno
Angelici
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Executive
Vice President, Europe, Japan, Asia Pacific and Rest of
World.
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Jan
Lundberg
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Executive
Vice President, Global Discovery Research.
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David
Smith
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Executive
Vice President, Operations.
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Lynn
Tetrault
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Executive
Vice President, Human Resources and Corporate Affairs.
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Tony
Zook
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Executive
Vice President, North America and President and Chief Executive Officer
of
AstraZeneca U.S.
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SCHEDULE
B
DIRECTORS
AND EXECUTIVE OFFICERS OF PURCHASER
The
name,
current principal occupation of each of the directors and executive officers
of
AstraZeneca Biopharmaceuticals Inc. (“Purchaser”) are set forth
below. Unless otherwise indicated, each occupation set forth opposite an
individual’s name refers to employment with Purchaser. The business address of
each director and officer is 1800 Concord Pike, P.O. Box 15437, Wilmington,
Delaware 19850, except for Christopher Petty and Shaun Grady, whose business
address is 15 Stanhope Gate, London, England W1K 1LN. All directors
and executive officers listed below are United States citizens, except
Christopher Petty and Shaun Grady who are citizens of the UK. Directors are
identified by an asterisk.
Name
|
Current
Principal Occupation orEmployment
|
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David
V. Elkins*
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President
and Treasurer.
Vice
President and Chief Financial Officer of AstraZeneca Pharmaceuticals
LP.
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Glenn
M.
Engelmann*
|
Secretary
and Vice President.
Vice
President Policy, Legal & Scientific Affairs & General Counsel at
AstraZeneca Pharmaceuticals LP.
|
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Shaun
F. Grady*
|
Vice
President.
Vice
President Deal Management, Strategic Planning and Business Development
of
AstraZeneca PLC.
|
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|
Christopher
R. W. Petty*
|
Assistant
Secretary and Vice President.
Deputy
General Counsel of AstraZeneca
PLC.
|