17. Agreement and Plan of Merger On April 26, 2019, the Company entered into an Agreement and Plan of Merger (the Merger Agreement) with Elanco and Elanco Athens Inc., a direct wholly owned subsidiary of Elanco (Acquisition Sub). Upon the terms and subject to the conditions of the Merger Agreement, Elanco and the Company have agreed that Acquisition Sub will merge with and into the Company, with the Company surviving the merger as a wholly owned subsidiary of Elanco (the Merger). Upon completion of the Merger, each share of the Companys common stock that is outstanding immediately prior to the effective time of the Merger (other than certain excluded shares as described in the Merger Agreement) will automatically be converted into the right to receive (A) 0.1481 validly issued, fully paid and non-assessable share of Elanco common stock, no par value per share , plus (B) one contingent value right representing the right to receive $0.25 in cash if the Company, Elanco or their respective affiliates achieve cumulative net sales of an animal health product that contains capromorelin as an API equal to or exceeding (a) $25,000 during the period beginning on July 1, 2019 and ending on December 31, 2020, or (b) $50,000 during the period beginning on July 1, 2019 and ending on December 31, 2021. The Merger Agreement contains customary representations, warranties and covenants by the Company, Elanco, and Acquisition Sub , and it may be terminated by mutual written consent of Elanco and the Company under certain conditions. The Merger Agreement provides that, upon termination of the Merger Agreement under specified circumstances, including termination of the Merger Agreement by Elanco as a result of an adverse change in the recommendation of the Companys B oard of D irectors or by the Company in order to enter into a definitive agreement with respect to a Superior Proposal (as such term is defined in the Merger Agreement), the Company may be required to pay Elanco a termination fee of $7,000 . Consummation of the Merger is subject to certain closing conditions, including receipt of the necessary approval by the Companys stockholders and clearance under the Hart-Scott-Rodino Antitrust Improvements Act, as amended, and other customary closing conditions. The Companys Board of Directors has unanimously approved the Merger.