Common use of Termination; Acceptance Clause in Contracts

Termination; Acceptance. This Letter, the Lead Arrangers’ commitments hereunder and the Finance Parties’ agreements to provide the services described herein and all other rights and obligations of the parties to this Letter will terminate upon the first to occur of (i) receipt by the Finance Parties of written notice of termination from you, (ii) the consummation of the Acquisition without the use of the Bridge Facility and (iii) 5:00 p.m. (New York City time) on the date that is 9 months from the date hereof, unless in each case the closing of the Bridge Facility has been consummated on or before such date on the terms and subject to the conditions set forth herein and in the Term Sheet. Please confirm that the foregoing is in accordance with your understanding by signing and returning to us the enclosed copy of this Letter, together, if not previously executed and delivered, with the Fee Letters on or before 11:59 p.m. (New York City time) on November 6, 2014, whereupon this Letter and the Fee Letters will become binding agreements between you and us. If not signed and returned as described in the preceding sentence by such time and date, this offer will terminate on such date. Please confirm that the foregoing is our mutual understanding by signing and returning to us an executed counterpart of this Letter. Very truly yours, ▇.▇. ▇▇▇▇▇▇ SECURITIES LLC By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇ Title: Managing Director JPMORGAN CHASE BANK, N.A. By: /s/ Krys Szrenski Name: Krys Szrenski Title: Vice President [Signature Page to Perrigo Bridge Commitment Letter] BARCLAYS BANK PLC By: /s/ ▇▇▇▇▇▇ ▇’▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇’▇▇▇▇▇▇ Title: Managing Director [Signature Page to Perrigo Bridge Commitment Letter] Accepted and agreed as of the date first written above by: ▇▇▇▇▇▇▇ COMPANY PLC By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇ Title: Chief Financial Officer [Signature Page to Perrigo Bridge Commitment Letter] Transactions: ▇▇▇▇▇▇▇ Company PLC, a public limited company organized under the laws of Ireland (the “Company”) intends to acquire (the “Acquisition”) pursuant to the Agreement For the Sale and Purchase of 685,348,257 Shares of Omega Pharma Invest NV (“Target”), among the Company, as Purchaser, and Alychlo NV, a limited liability company incorporated under the laws of Belgium, and Holdco I BE NV, a limited liability company incorporated under the laws of Belgium, as Sellers, dated November 6, 2014 (including any schedules, exhibits, annexes, appendices or other attachments thereto, the “Purchase Agreement”) all of the outstanding ordinary shares of Target for €1,845,983,131 (increased by interest from September 30, 2014 until the completion date based on an amount of €2,480,000,000 at a rate set forth in the Purchase Agreement) of cash consideration (the “Cash Consideration”) and 5,397,711 shares of the Company’s equity securities. In connection with the Acquisition, the Company intends to finance a portion of the payment of the cash consideration in respect of the Acquisition, the repayment of certain existing indebtedness of the Company and the Target and the payment of fees and expenses related to the Acquisition from the following sources: (i) the proceeds of up to $1.6 billion in senior unsecured notes (the “New Senior Notes”) or, to the extent that the New Senior Notes are not issued at or prior to the time the Acquisition is consummated, the proceeds of borrowings under the Bridge Facility (as defined below), (ii) the proceeds of a new revolving facility in an amount of up to $1.0 billion (the “Revolving Facility”, the loans thereunder “Revolving Loans”), (iii) the proceeds of a new term loan facility in an amount up to $300 million plus €800 million (the “Term Loan Facility”, the term loans thereunder, “Term Loans”), (iv) the proceeds of up to $1.1 billion in new equity or equity-linked securities of the Company (the “New Equity”) or, to the extent that the New Equity proceeds are not available at or prior to the time of the Acquisition is consummated, the proceeds of borrowings under the Bridge Facility and (v) up to $700 million in cash on hand at the Company and its subsidiaries. The transactions set forth above are collectively referred to as the “Transactions”. Borrower: Elan Finance PLC, a wholly owned subsidiary of the Company organized under the laws of Ireland (to be renamed Perrigo Finance PLC) (the “Borrower”).

Termination; Acceptance. This Letter, the Lead Arrangers’ commitments hereunder and the Finance Parties’ agreements to provide the services described herein and all other rights and obligations of the parties to this Letter will terminate upon the first to occur of (i) receipt by the Finance Parties of written notice of termination from you, (ii) with regard to the applicable Facility, the consummation of the Acquisition without the use of the Bridge such Facility and (iii) 5:00 p.m. (New York City time) on the date that is 9 months from the date hereof, unless in each case the closing of the Bridge applicable Facility has been consummated on or before such date on the terms and subject to the conditions set forth herein and in the Term SheetSheets. Please confirm that the foregoing is in accordance with your understanding by signing and returning to us the enclosed copy of this Letter, together, if not previously executed and delivered, with the Fee Letters on or before 11:59 p.m. (New York City time) on November 6, 2014, whereupon this Letter and the Fee Letters will become binding agreements between you and us. If not signed and returned as described in the preceding sentence by such time and date, this offer will terminate on such date. Please confirm that the foregoing is our mutual understanding by signing and returning to us an executed counterpart of this Letter. Very truly yours, ▇.▇. ▇▇▇▇▇▇ SECURITIES LLC By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇ Title: Managing Director JPMORGAN CHASE BANK, N.A. By: /s/ Krys Szrenski Name: Krys Szrenski Title: Vice President [Signature Page to Perrigo Bridge Backstop Commitment Letter] BARCLAYS BANK PLC By: /s/ ▇▇▇▇▇▇ ▇’▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇’▇▇▇▇▇▇ Title: Managing Director [Signature Page to Perrigo Bridge Backstop Commitment Letter] Accepted and agreed as of the date first written above by: ▇▇▇▇▇▇▇ COMPANY PLC By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇ Title: Chief Financial Officer [Signature Page to Perrigo Bridge Backstop Commitment Letter] Transactions: ▇▇▇▇▇▇▇ Company PLC, a public limited company organized under the laws of Ireland (the “Company”) intends to acquire (the “Acquisition”) pursuant to the Agreement For the Sale and Purchase of 685,348,257 Shares of Omega Pharma Invest NV (“Target”), among the Company, as Purchaser, and Alychlo NV, a limited liability company incorporated under the laws of Belgium, and Holdco I BE NV, a limited liability company incorporated under the laws of Belgium, as Sellers, dated November 6, 2014 (including any schedules, exhibits, annexes, appendices or other attachments thereto, the “Purchase Agreement”) all of the outstanding ordinary shares of Target for €1,845,983,131 (increased by interest from September 30, 2014 until the completion date based on an amount of €2,480,000,000 at a rate set forth in the Purchase Agreement) of cash consideration (the “Cash Consideration”) and 5,397,711 shares of the Company’s equity securities. In connection with the Acquisition, the Company intends to finance a portion of the payment of the cash consideration in respect of the Acquisition, the repayment of certain existing indebtedness of the Company and the Target and the payment of fees and expenses related to the Acquisition from the following sources: (i) the proceeds of up to $1.6 billion in senior unsecured notes (the “New Senior Notes”) or, to the extent that the New Senior Notes are not issued at or prior to the time the Acquisition is consummated, the proceeds of borrowings under a €1.75 billion senior unsecured bridge facility the (“Bridge Facility”), (ii) the proceeds of the Term Loan Facility (as defined below), (ii) the proceeds of a new revolving facility in an amount of up to $1.0 billion (the “Revolving Facility”, the loans thereunder “Revolving Loans”), (iii) the proceeds of a new term loan facility in an amount up to $300 million plus €800 million the Revolving Facility (the “Term Loan Facility”, the term loans thereunder, “Term Loans”as defined below), (iv) the proceeds of up to $1.1 billion in new equity or equity-linked securities of the Company (the “New Equity”) or, to the extent that the New Equity proceeds are not available at or prior to the time of the Acquisition is consummated, the proceeds of borrowings under the Bridge Facility and (v) up to $700 million in cash on hand at the Company and its subsidiaries. The transactions set forth above are collectively referred to as the “Transactions”. Borrower: Elan Finance PLC, a wholly owned subsidiary of the Company organized under the laws of Ireland (to be renamed Perrigo Finance PLC) (the “Borrower”).