ACQUISITION AGREEMENT AND PLAN OF MERGER

Exhibit 10.1

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ACQUISITION AGREEMENT AND PLAN OF MERGER

dated as of August 25, 2006

by and among

GARDANT PHARMACEUTICALS, INC.

SWITCH PHARMA LIMITED

and

GARDANT PHARMACEUTICALS ACQUISITION CORPORATION

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TABLE OF CONTENTS

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1. DEFINITIONS ...................................................................................... 2

2. THE MERGER ....................................................................................... 4
2.1 The Merger .............................................................................. 4
2.2 Effective Time; Closing ................................................................. 4
2.3 Effect of the Merger .................................................................... 4
2.4 Certificate of Incorporation; By-laws ................................................... 4
2.5 Directors and Officers .................................................................. 4
2.6 Conversion of Securities ................................................................ 5
2.7 Employee Stock Options, Company Warrants, Company Preferred Stock and Other Securities .. 5
2.8 Exchange of Certificates ................................................................ 6
2.9 Appraisal Rights ........................................................................ 7
2.10 Stock Transfer Books .................................................................... 8
2.11 Shares Not Registered; Transfer Restrictions ............................................ 8

3. CERTAIN MATTERS PERTAINING TO EPRESENTATIONS AND WARRANTIES OF COMPANY ........................... 8
3.1 Warranties by Company ................................................................... 8
3.2 Limitation on Liability ................................................................. 8
3.3 Each Warranty Separate .................................................................. 8
3.4 No Responsibility for Certain Changes ................................................... 8
3.5 No Other Representations or Warranties .................................................. 8

4. REPRESENTATIONS OF PURCHASER ..................................................................... 8
4.1 Authorization of Merger Shares .......................................................... 8
4.2 Corporate Existence and Power; Enforceability; No Conflict .............................. 8
4.3 Issuance of Merger Shares ............................................................... 9
4.4 Consents and Approvals .................................................................. 9

5. COVENANTS PRIOR TO CLOSING ....................................................................... 9
5.1 Access and Cooperation; Due Diligence ................................................... 9
5.2 Conduct of Business Pending Closing ..................................................... 10
5.3 Prohibited Activities ................................................................... 10
5.4 Newco ................................................................................... 11
5.5 Further Assurances ...................................................................... 12
5.6 Listing of Common Stock of Purchaser for Trading ........................................ 12

6. CONDITIONS PRECEDENT TO OBLIGATIONS OF COMPANY ................................................... 12
6.1 Representations and Warranties; Performance of Obligations .............................. 12
6.2 No Litigation ........................................................................... 12
6.3 Consents and Approvals .................................................................. 12
6.4 Secretary's Certificate ................................................................. 12
6.5 Other Closing Conditions ................................................................ 12
6.6 Shareholder Consent ..................................................................... 12
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7. CONDITIONS PRECEDENT TO OBLIGATIONS OF PURCHASER AND NEWCO ....................................... 13
7.1 Representations and Warranties; Performance of Obligations .............................. 13
7.2 No Litigation ........................................................................... 13
7.3 Consents and Approvals .................................................................. 13
7.4 No Material Adverse Effect .............................................................. 13
7.5 Secretary's Certificate ................................................................. 14
7.6 Other Closing Conditions ................................................................ 14
7.7 Shareholder Consent ..................................................................... 14
7.8 Exemption from Registration ............................................................. 14

8. SURVIVAL OF REPRESENTATIONS AND WARRANTIES ....................................................... 14
8.1 Survival of Representations and Warranties ................................................... 14

9. TERMINATION OF AGREEMENT ......................................................................... 14
9.1 Termination ............................................................................. 14
9.2 Liabilities in Event of Termination ..................................................... 15

10. COVENANTS POST-CLOSING ........................................................................... 15
10.1 Payment of Taxes ........................................................................ 15
10.2 Cooperation on Tax Matters .............................................................. 15

11. GENERAL 15
11.1 Cooperation ............................................................................. 15
11.2 Successors and Assigns .................................................................. 16
11.3 Entire Agreement ........................................................................ 16
11.4 Counterparts ............................................................................ 16
11.5 Brokers and Agents ...................................................................... 16
11.6 Expenses ................................................................................ 16
11.7 Notices ................................................................................. 16
11.8 Governing Law ........................................................................... 16
11.9 Jurisdiction and Venue .................................................................. 16
11.10 Survival of Representations and Warranties .............................................. 17
11.11 Exercise of Rights and Remedies ......................................................... 17
11.12 Time .................................................................................... 17
11.13 Reformation and Severability ............................................................ 17
11.14 Remedies Cumulative ..................................................................... 17
11.15 Captions ................................................................................ 17
11.16 Representation by Counsel ............................................................... 18
11.17 Amendments; Waivers ..................................................................... 18
11.18 Public Announcements .................................................................... 18
11.19 Transfer Restrictions; Compliance with Securities Laws .................................. 18
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ACQUISITION AGREEMENT AND PLAN OF MERGER

THIS ACQUISITION AGREEMENT AND PLAN OF MERGER (the "Agreement") is made as
of August 25 2006 by and among Gardant Pharmaceuticals, Inc., a corporation
incorporated under the laws of the State of Nevada with offices at Savannah
House, 11-12 Charles II Street, London, England SW1Y 4QU ("Company" or
"Surviving Corporation"), Switch Pharma Limited, a corporation incorporated
under the laws of England & Wales whose registered office is at Kent Science
Park, Wood Stock House, Winch Road, Sittingbourne, Kent, ME9 8AG ("Purchaser" or
"SPL"), and Gardant Pharmaceuticals Acquisition Corporation, a corporation
to-be-formed under the laws of the State of Nevada and which shall be a
wholly-owned subsidiary of Purchaser ("Newco" or "Merger Sub").

RECITALS

WHEREAS, Newco is a corporation-to-be-formed under the laws of the State
of Nevada for the purpose of being merged with and into Company (the "Merger"),
with Company being the Surviving Corporation in the Merger;

WHEREAS, Newco, upon formation and at the time of the Merger, shall be a
wholly-owned subsidiary of Purchaser;

WHEREAS, the parties hereto desire for Newco to merge with and into the
Company, with the Company being the Surviving Corporation in the Merger, in
accordance with the Nevada Revised Statutes, as amended ("NRS");

WHEREAS, the Board of Directors of the Company has (i) determined that the
Merger is fair to the holders of shares of the Company ("Shares") and is in the
best interests of such stockholders and (ii) approved this Agreement and all of
the transactions contemplated hereby (the "Company Board Approval") and
unanimously has recommended that the stockholders of the Company adopt this
Agreement and approve the Merger, and such approval and recommendation have not
been amended or rescinded;

WHEREAS, the Board of Directors of Purchaser has approved and adopted this
Agreement and the transactions contemplated hereby and such approval (the
"Purchaser Board Approval") has not been amended or rescinded;

WHEREAS, actions by written consent of shareholders of the Company owning
outstanding Shares carrying the right to cast a majority of the votes which may
be cast by all shares of each class of the Company's outstanding securities in
any election of directors are binding as the vote of shareholders of the
Company; and

WHEREAS, shareholders of the Company owning outstanding shares of the
Company carrying the right to cast a majority of the votes which may be cast by
all shares of each class of the Company's outstanding securities in any election
of directors have agreed by written consent (the "Company Shareholders Written
Consent") to approve this Acquisition Agreement and the Merger and such consent
has not been amended or rescinded;

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NOW, THEREFORE, in consideration of the premises and of the mutual
agreements, representations, warranties, provisions and covenants herein
contained, the parties hereto hereby agree as follows:

1. DEFINITIONS

Unless the context otherwise requires, capitalized terms used in this
Agreement or in any schedule attached hereto and not otherwise defined shall
have the following meanings for all purposes of this Agreement:

"Affiliate" means, with respect to any Person, any Person that directly,
or indirectly through one or more intermediaries, controls, is controlled by, or
is under common control with, such Person.

"Business Day" means any day other than a Saturday or a Sunday) on which
commercial banks are open for banking operations in both New York, New York and
London, England.

"CA" means the Companies Act 1985.

"Companies Acts" means the CA, the former Companies Acts (within the
meaning of CAs 735 (1) and the Companies Act 1989.

"Company" means Gardant Pharmaceuticals, Inc, a Nevada Corporation.

"Disclosure Documents" the bundle of documents initialled on behalf of the
Company and the Purchaser for the purposes of identification and delivered with
the letter referred to in the definition of "Disclosure Letter".

"Disclosure Letter" means the letter of even date herewith from the
Company to the Purchaser specifying exceptions to the Warranties and the
Disclosure Documents.

"Encumbrance" means any (other than by virtue of this Agreement) interest
or equity of any person (including any right to acquire, option or right of
pre-emption) or any mortgage, charge, pledge, lien, assignment, hypothecation,
security interest, title retention or any other security agreement or
arrangement.

"GAAP" means generally accepted accounting principles as used in the
applicable national jurisdiction, applied on a consistent basis.

"ICTA" means the Income and Corporation Taxes Act 1988.

"Intellectual Property" means any patent, patent application, know-how,
trade mark, trade mark application, trade name, registered design, copyright or
other similar industrial or commercial right.


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"Knowledge" means the actual knowledge of the officers of the applicable
party.

"Laws" shall mean all laws, common laws, rules, regulations, ordinances,
codes, judgments, injunctions, orders, decrees, permits, policies and other
requirements of the United States and other jurisdictions to which any party to
this Agreement, as applicable, or its respective properties, assets or
businesses, are subject.

"Liability" or "Liabilities" means liabilities or obligations of any kind,
character or description, whether accrued, absolute, secured or unsecured,
contingent or otherwise, unless otherwise specified.

"Material Adverse Effect" means, with respect to any Person, a material
adverse effect on the business, operations, properties, assets, condition
(financial or otherwise) or results of operations of such Person, taken as a
whole.

"Merger Consideration" means 81,914,283 shares in the Purchaser.

"Permitted Encumbrances" means (i) any lien for Taxes not yet due or
delinquent or Taxes being contested in good faith by appropriate proceedings and
properly reserved for in accordance with GAAP, (ii) any statutory lien arising
in the ordinary course of business by operation of law with respect to an
obligation or liability that is not yet due or delinquent, and (iii) any minor
imperfection of title or similar lien or encumbrance which individually or in
the aggregate with other imperfections of title, liens or encumbrances could not
reasonably be expected to have a Material Adverse Effect on the applicable
Person.

"Person" means an individual or a corporation, limited partnership,
general partnership, limited liability company, trust, unincorporated
association, joint venture, association or government or any agency,
instrumentality or political subdivision thereof, or any other entity.

"Record" means information that is inscribed on a tangible medium or that
is stored in an electronic or other medium and is retrievable in perceivable
form.

"Securities Act" means the Securities Act of 1933, as amended, and the
rules and regulations promulgated thereunder by the United States Securities and
Exchange Commission (the "SEC").

"Shares" means the entire issued share capital in the Company as set out
in Schedule 1;

"Subsidiary" means, as to any Person, any Person other than an individual,
50% or more of the shares of voting stock (or in the case of such a Person which
is not a corporation, 50% or more of the equity interests that provide the power
to manage, elect the management or direct the management of such Person) of
which is at the time any determination is being made, owned or controlled,
directly or indirectly, by such Person and its wholly owned Subsidiaries.


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2. THE MERGER

2.1 The MergerIn accordance with the NRS and subject to and upon the terms
and conditions of this Agreement, at the Effective Time (as hereinafter
defined), Newco shall be merged with and into the Company. As a result of the
Merger, the separate corporate existence of Newco shall cease and the Company
shall continue as the surviving corporation of the Merger (the "Surviving
Corporation").

2.2 Effective Time; ClosingOn the Closing Date (as defined below), the
parties hereto shall cause the Merger to be consummated by filing a certificate
of merger (the "Certificate of Merger") with the Secretary of State of the State
of Nevada, in such form as is required by, and executed in accordance with, the
relevant provisions of the NRS (the date and time of such filing being the
"Effective Time").

(a) The consummation of the transactions contemplated by this
Agreement (the "Closing") shall take place on September 29, 2006, or as promptly
thereafter as the conditions to the Closing have been satisfied or waived by the
appropriate Person or Persons not later than October 31, 2006 or such other date
as may be mutually agreed by the parties to this Agreement (the "Closing Date"),
at such office as Purchaser shall designate.

2.3 Effect of the MergerAt the Effective Time, the effect of the Merger
shall be as provided in this Agreement, the Certificate of Merger and the
applicable provisions of the NRS. Without limiting the generality of the
foregoing, and subject thereto, at the Effective Time, all the property, rights,
privileges, powers and franchises of Company and Newco shall vest in the
Surviving Corporation, and all debts, liabilities, obligations, restrictions,
disabilities and duties of Company and Newco shall become the debts,
liabilities, obligations, restrictions, disabilities and duties of the Surviving
Corporation.

2.4 Certificate of Incorporation; By-laws

(a) At the Effective Time, the certificate of incorporation of
Company, as in effect immediately prior to the Effective Time, shall be the
certificate of incorporation of the Surviving Corporation until thereafter
amended as provided by the NRS and such certificate of incorporation.

(b) At the Effective Time, the by-laws of Company, as in effect
immediately prior to the Effective Time, shall be the by-laws of the Surviving
Corporation until thereafter amended as provided by the NRS, the certificate of
incorporation of the Surviving Corporation and such by-laws.

2.5 Directors and Officers(a) The directors of Company immediately prior
to the Effective Time shall be the initial directors of the Surviving
Corporation, each to hold office in accordance with the certificate of
incorporation and by-laws of the Surviving Corporation, and the officers of
Company immediately prior to the Effective Time shall be the initial officers of
the Surviving Corporation, in each case until their respective successors are
duly elected or appointed and qualified or until their earlier death,
resignation or dismissal.


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2.6 Conversion of SecuritiesAt the Effective Time, by virtue of the Merger
and without any action on the part of Purchaser, Newco, Company or the holders
of any of their respective securities:

(a) Subject to Section 2.9, each share of Company's common stock
(the "Company Common Stock" or the "Shares"), issued and outstanding at the
Effective Time (other than shares canceled pursuant to Section 2.6(b), if any),
shall be exchanged and converted automatically into the right to receive the
number of whole shares of Purchaser's common shares, (the "Purchaser Common
Stock") which is the quotient obtained by dividing the number 81,914,283 by the
sum of all Shares issued and outstanding at the Effective Time, all such shares
of Purchaser Common Stock being the "Merger Consideration," and each share of
Purchaser Common Stock constituting a part of the Merger Consideration being
sometimes hereinafter referred to as a "Merger Share."

(i) Notwithstanding the foregoing, the number 81,914,283 in
the calculation above was established on the assumption that shares of Purchaser
Common Stock shall be trading for at least $1.03 per share at the first day of
trading of Purchaser Common Stock on a London market on or after the Closing
Date. If and to the extent that shares of Purchaser Common Stock do not trade
for at least $1.03 per share on the first day on which such shares trade on a
London market on or after the Closing Date, the number 81,914,283 shall be
adjusted upwards by the same percentage as the shortfall from $1.03 per share
represents as a percentage of $1.03. In such event, any such additional shares
shall be delivered as soon as practical after the Closing in a fashion
consistent with this Agreement as additional adjusted Merger Consideration and
shall be deemed to be part of the Merger Consideration.

(b) Each share of capital stock held in the treasury of Company and
each share of capital stock of Company, if any, otherwise owned by any
Subsidiary of Company immediately prior to the Effective Time, by virtue of the
Merger and without any action on the part of the holder thereof, shall be
canceled without any conversion thereof and no payment or distribution shall be
made with respect thereto; and

(c) Each share of common stock of Newco issued and outstanding
immediately prior to the Effective Time shall, by virtue of the Merger and
without any action on the part of the holder thereof, be converted into and
exchanged for one validly issued, fully paid and nonassessable share of common
stock of the Surviving Corporation.

2.7 Employee Stock Options, Company Warrants, Company Preferred Stock and
Other Securities

(a) At the Effective Time, each outstanding option to purchase
Shares under any Company stock option, stock purchase, restricted stock, phantom
stock or similar plan (the "Company Stock Option Plans") not exercised prior to
the Closing Date will terminate. Prior to the Closing Date, Company shall take
any corporate action necessary to effectuate the foregoing and Company shall
give any required notice to participants in the Company Stock Option Plans of
the cancellation of the plan, and that each participant shall have the right to
exercise his or her outstanding option(s) under the plan in full prior to the
Closing Date.


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(b) On or prior to the Effective Time, Company shall take all action
that may be necessary (under the plans pursuant to which any Company options or
similar instruments or rights are outstanding and otherwise) to effectuate the
provisions of this Section 2.7 and to ensure that, from and after the Effective
Time, holders of such securities shall have no rights in connection with the
Merger with respect thereto other than those specifically provided in this
Section 2.7.

(c) At the Effective Time, each outstanding option to purchase
Shares under any warrant to purchase Company securities (the "Company
Warrants"), if any, that is not exercised on or prior to the Closing Date, will
terminate. Prior to the Closing Date, Company shall take any corporate action
necessary to effectuate the foregoing and Company shall give any required notice
to holders of Company Warrants of the cancellation of such Company Warrants, and
each holder shall have the right to exercise his or her Company Warrant in full
prior to the Closing Date.

(d) On or prior to the Effective Time, Company shall take any and
all corporate action necessary to cause each outstanding share of Company
preferred stock, if any, and any other security, right or other instrument or
agreement to acquire, directly or indirectly, any security of Company, whether
by acquisition, exchange, exercise, conversion or otherwise, which has not
converted into shares of the Company Common Stock on or prior to the Closing
Date, to terminate or otherwise cease to be outstanding, without any monetary or
other claim against Company or its assets or Purchaser or Newco, as of the
Closing Date, and all such securities shall be cancelled and shall cease to be
outstanding as of the Effective Time.

2.8 Exchange of Certificates

(a) Exchange Procedures. As promptly as practicable after the
Effective Time, Purchaser shall mail to each holder of a certificate or
certificates which immediately prior to the Effective Time represented
outstanding Shares (the "Certificates") (i) a letter of transmittal (which shall
specify that delivery shall be effected, and risk of loss and title to the
Certificates shall pass, only upon proper delivery of the Certificates to
Purchaser, and shall be in customary form) and (ii) instructions for use in
effecting the surrender of the Certificates in exchange for the right to receive
the Merger Consideration. Upon surrender to Purchaser of a Certificate for
cancellation, together with such letter of transmittal, duly executed, and such
other documents as may be reasonably required pursuant to such instructions
under applicable securities laws, the holder of such Certificate shall be
entitled to receive in exchange therefor the whole shares of the Merger
Consideration, in accordance with Section 2.6, which such holder has the right
to receive in respect of the Shares formerly represented by such Certificate
(after taking into account all Shares then held by such holder), but no
fractional shares shall be issued and no cash or other consideration shall be
issued or delivered in respect of any such fractional share interests, and the
Certificate so surrendered shall forthwith be cancelled. In the event of a
transfer of ownership of Shares that is not registered in the transfer records
of Company, the Merger Consideration such holder has the right to receive in
respect of the Shares may be issued/distributed to a transferee if the
Certificate representing such Shares is presented to Purchaser, accompanied by
all documents required to evidence and effect such transfer and by evidence that
any applicable stock transfer taxes have been paid. Until surrendered as
contemplated by this Section 2.8, each Certificate shall be deemed at any time
after the Effective Time to represent only the right to receive upon such
surrender the Merger Consideration which such holder has the right to receive in
respect of the Shares formerly represented by such Certificate.


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(b) Distributions with Respect to Unexchanged Shares of Purchaser
Securities. No dividends or other distributions declared or made after the
Effective Time with respect to Merger Shares with a record date after the
Effective Time shall be paid to the holder of any unsurrendered Certificate with
respect to Merger Shares represented thereby until the holder of such
Certificate shall surrender such Certificate. Subject to the effect of escheat,
tax or other applicable laws, following surrender of any such Certificate, there
shall be paid to the holder of the certificates representing whole shares of
Merger Shares issued in exchange therefor, without interest, (i) promptly, the
amount of dividends or other distributions with a record date after the
Effective Time, if any, and theretofor paid with respect to such whole shares of
Merger Shares, and (ii) at the appropriate payment date, the amount of dividends
or other distributions, with a record date after the Effective Time, if any, but
prior to surrender and a payment date occurring after surrender, payable with
respect to such whole shares of Merger Shares.

(c) No Further Rights in Company Common Stock. All shares of Merger
Shares issued upon conversion of the Shares shall be deemed to have been issued
in full satisfaction of all rights pertaining to such Shares.

(d) No Fractional Shares. No certificates or scrip representing
fractional shares of Merger Shares shall be issued upon the surrender for
exchange of Certificates, and such fractional share interests will not entitle
the owner thereof to vote or to any other rights of a stockholder of Purchaser.
No cash or other consideration shall be paid for any fractional share issuance
to which such holder would otherwise be entitled