ALCON, INC.Underwriting Agreement • March 14th, 2002 • Alcon Inc • Pharmaceutical preparations • New York
Exhibit 10.6 INDEMNIFICATION AGREEMENT (the "Agreement"), effective as of [ ], by and between Alcon, Inc., a corporation (Aktiengesellschaft) incorporated under the laws of Switzerland (the "Company") and [*](the "Indemnitee"). WHEREAS the Indemnitee...Indemnification Agreement • March 14th, 2002 • Alcon Inc • Pharmaceutical preparations
betweenSeparation Agreement • February 22nd, 2002 • Alcon Inc
MANUFACTURING AND SUPPLY AGREEMENT relating to the separation of the Alcon surgical and vision care business Puurs/Barcelona/BrazilManufacturing and Supply Agreement • April 9th, 2019 • Alcon Inc • Ophthalmic goods
BRAND LICENSE AGREEMENTBrand License Agreement • April 9th, 2019 • Alcon Inc • Ophthalmic goods
Words and expressions used in this Agreement shall be interpreted in accordance with Schedule 1 (Definitions and Interpretation).
EMPLOYEE MATTERS AGREEMENTEmployee Matters Agreement • April 9th, 2019 • Alcon Inc • Ophthalmic goods
Words and expressions used in this Agreement shall be interpreted in accordance with Schedule 1 (Definitions and Interpretation).
TRANSITIONAL SERVICES AGREEMENTTransitional Services Agreement • April 9th, 2019 • Alcon Inc • Ophthalmic goods
Words and expressions used in this Agreement shall be interpreted in accordance with Schedule 1 (Definitions and Interpretation).
NOVARTIS AG ALCON INC. SEPARATION AND DISTRIBUTION AGREEMENTSeparation and Distribution Agreement • April 9th, 2019 • Alcon Inc • Ophthalmic goods
Words and expressions used in this Agreement shall be interpreted in accordance with Schedule 1 (Definitions and Interpretation).
ContractTax Matters Agreement • April 9th, 2019 • Alcon Inc • Ophthalmic goods
TAX MATTERS AGREEMENT, dated as of April 8, 2019 (this “Agreement”), between Novartis AG, an Aktiengesellschaft organized under the laws of Switzerland (“Novartis”), and Alcon Inc., an Aktiengesellschaft organized under the laws of Switzerland (“Alcon” and, together with Novartis, the “Parties”).
Alcon, Inc. Bösch 69CH-6331 Hünenberg SwitzerlandNovartis Registration Rights Agreement • March 11th, 2010 • Alcon Inc • Ophthalmic goods
We refer you to the Amended and Restated Registration Rights Agreement, dated as of December 10, 2009 (the “Nestlé Registration Rights Agreement”), between Alcon, Inc., a company organized under the laws of Switzerland (the “Company”) and Nestlé S.A., a company organized under the laws of Switzerland (“Nestlé”), and to the Registration Rights Agreement, dated as of December 10, 2009 (the “Novartis Registration Rights Agreement” and, together with the Nestlé Registration Rights Agreement, the “Existing Registration Rights Agreements”), between the Company and Novartis AG, a company organized under the laws of Switzerland (“Novartis” and each of Novartis and Nestlé, a “Shareholder”). This letter agreement sets forth our mutual understanding and agreement regarding the modification of certain provisions of each Existing Registration Rights Agreement, as well as the other matters contained herein, in each case to ensure an orderly and efficient process for any future sales by Nestlé or Nov
ContractRegistration Rights Agreement • March 11th, 2010 • Alcon Inc • Ophthalmic goods • New York
BRAND LICENSE AGREEMENTLicense Agreement • April 9th, 2019 • Alcon Inc • Ophthalmic goods
Words and expressions used in this Agreement shall be interpreted in accordance with Schedule 1 (Definitions and Interpretation).
SERVICES AGREEMENTServices Agreement • March 15th, 2005 • Alcon Inc • Ophthalmic goods
WHEREAS, Nestec has agreed to provide treasury and investment services to Alcon on the terms and conditions set forth in this Services Agreement.
STOCK PURCHASE AGREEMENT between ALCON HOLDINGS, INC. and LENSX LASERS, INC. and THE SHAREHOLDERS LISTED HEREIN and WILLIAM LINK and JAMES GARVEY as the SELLERS’ REPRESENTATIVES Dated: July 6, 2010Stock Purchase Agreement • July 9th, 2010 • Alcon Inc • Ophthalmic goods • Delaware
GUARANTEE FEE AND COMMERCIAL PAPER PROGRAM SERVICES AGREEMENTPaper Program Services Agreement • March 15th, 2006 • Alcon Inc • Ophthalmic goods
This Agreement among NESTLÉ S.A., 55 avenue Nestlé, Ch-1800 Vevey, Switzerland (“Nestlé”), ALCON, INC., Bosch 69, P.O. Box 62, CH-6331 Hunenberg, Switzerland (“AI”) and ALCON CAPITAL CORPORATION, 6201 South Freeway, Fort Worth, Texas 76134-2099 (“ACC”), documents a pre-existing arrangement, effective October 28, 2002, whereby Nestlé (i) provided a guarantee (the “Guarantee”) in favor of the holders of notes issued by ACC, AI’s indirect wholly-owned subsidiary, as part of ACC’s $2,000,000,000 Commercial Paper Program (the “Program”) and (ii) agreed to manage the Program.
GUARANTEEGuarantee • March 31st, 2003 • Alcon Inc • Pharmaceutical preparations
THIS GUARANTEE is made on October 28, 2002 by Nestlé S.A. in favour of the holders for the time being of the Notes (as defined below). Each holder of a Note is a "Holder".
OPTION AGREEMENT AND PLAN OF MERGER BY AND AMONG ALCON RESEARCH, LTD., ITHACA MERGER SUB, INC., AND IVANTIS, INC. DATED AS OF November 9, 2018Option Agreement and Plan of Merger • February 15th, 2022 • Alcon Inc • Ophthalmic goods • Delaware
This OPTION AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of November 9, 2018 (the “Execution Date”), by and among (i) Alcon Research, Ltd., a Delaware corporation (the “Parent”), (ii) Ithaca Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of the Parent (the “Merger Sub”), (iii) Ivantis, Inc., a Delaware corporation (the “Company”), and (iv) following its nomination and appointment, and delivery by it of a joinder to this Agreement, in each case, in accordance with Section 10.1 of this Agreement, the Stockholder Representative (as defined herein).
Services AgreementServices Agreement • March 15th, 2005 • Alcon Inc • Ophthalmic goods
By this letter, Alcon, Inc. (“Alcon”) wishes to confirm and express our agreement by which you have been retained by Alcon as the Chairman of its Board of Directors from January 1, 2005 until the Annual General Meeting of Shareholders to be held in May 2005. During the term of this Agreement, you will be paid US$240,000.00 plus a car allowance of US$12,500. Payment will be made to you over a period of four (4) months beginning January 1, 2005 with the final payment being made by April 30, 2005. In addition to the forgoing amounts, Alcon will also reimburse you for reasonable travel expenses associated with your Board service.
GUARANTEE FEE AND COMMERCIAL PAPER PROGRAM SERVICES AGREEMENTProgram Services Agreement • April 22nd, 2004 • Alcon Inc • Ophthalmic goods
This Agreement among NESTLÉ S.A., 55 avenue Nestlé, Ch-1800 Vevey, Switzerland (“Nestlé”), ALCON, INC., Bosch 69, P.O. Box 62, CH-6331 Hunenberg, Switzerland (“AI”) and ALCON CAPITAL CORPORATION, 6201 South Freeway, Fort Worth, Texas 76134-2099 (“ACC”), documents a pre-existing arrangement, effective October 28, 2002, whereby Nestlé (i) provided a guarantee (the “Guarantee”) in favor of the holders of notes issued by ACC, AI’s indirect wholly-owned subsidiary, as part of ACC’s $2,000,000,000 Commercial Paper Program (the “Program”) and (ii) agreed to manage the Program.
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTAmended and Restated Registration Rights Agreement • March 11th, 2010 • Alcon Inc • Ophthalmic goods • New York
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) dated as of December 10, 2009 between ALCON, INC., a company organized under the laws of Switzerland (the “Company”), and NESTLÉ S.A., a company organized under the laws of Switzerland (the “Selling Shareholder”).
AGREEMENT AND PLAN OF MERGER among AERIE PHARMACEUTICALS, INC., a Delaware corporation, ALCON RESEARCH, LLC, a Delaware limited liability company, and LYON MERGER SUB, INC., a Delaware corporation, Dated as of August 22, 2022Agreement and Plan of Merger • February 27th, 2023 • Alcon Inc • Ophthalmic goods • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of August 22, 2022, among: Alcon Research, LLC, a Delaware limited liability company (“Parent”); Lyon Merger Sub, Inc., a Delaware corporation and a wholly owned direct subsidiary of Parent (“Merger Sub”); and Aerie Pharmaceuticals, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
ALCON LITIGATION TRUST AGREEMENT dated as of July 7, 2010 by and between ALCON, INC., as Grantor and THOMAS G. PLASKETT, JOAN W. MILLER AND LODEWIJK J.R. DE VINK, as TrusteesAlcon Litigation Trust Agreement • March 18th, 2011 • Alcon Inc • Ophthalmic goods
Alcon Litigation Trust Agreement, dated as of the 7th day of July, 2010 (this “Agreement”), by and between Alcon, Inc., a Swiss company (the “Company”), as Grantor (the “Grantor”), and Thomas G. Plaskett, Joan W. Miller and Lodewijk J.R. de Vink, as Trustees (the “Trustees”).
INDENTURE SEPTEMBER 23, 2019 Among Alcon Finance Corporation as Company Alcon Inc. as Guarantor and Citibank, N.A. as Trustee, Paying Agent, Authenticating Agent, and RegistrarAlcon Inc • February 27th, 2023 • Ophthalmic goods • New York
Clause Page 1 Definitions and Incorporation by Reference 1 1.1 Definitions 5 1.2 [Reserved.] 5 1.3 Rules of Construction 5 2 The Securities 5 2.1 Form of Securities 5 2.2 Execution, Authentication, Delivery and Dating 6 2.3 Amount Unlimited; Issuable in Series 7 2.4 Denominations 9 2.5 Registrar and Paying Agent; Agents Generally 10 2.6 Paying Agent to Hold Money in Trust 10 2.7 Transfer and Exchange 11 2.8 Replacement Securities 13 2.9 Outstanding Securities 14 2.10 Temporary Securities 15 2.11 Cancellation 15 2.12 Persons Deemed Owners 15 2.13 Payment of Interest; Defaulted Interest 16 2.14 Computation of Interest 16 2.15 Series May Include Tranches 17 2.16 CUSIP, ISIN and CINS Numbers 17 3 Redemption 17 3.1 Applicability of Article 17 3.2 Notice of Redemption; Partial Redemptions 18 3.3 Payment of Securities Called for Redemption 20 3.4 Exclusion of Certain Securities from Eligibility for Selection for Redemption 21 3.5 Mandatory and Optional Sinking Funds 21 4 Covenants 23 4.1 Paym
SERVICES AGREEMENTServices Agreement • March 31st, 2003 • Alcon Inc • Pharmaceutical preparations
WHEREAS, Nestlé has agreed to provide treasury and investment services to Alcon on the terms and conditions set forth in this Services Agreement.
SERVICES AGREEMENTServices Agreement • March 12th, 2004 • Alcon Inc • Ophthalmic goods
WHEREAS, Nestlé has agreed to provide treasury and investment services to Alcon on the terms and conditions set forth in this Services Agreement.
ContractMerger Agreement • December 16th, 2010 • Alcon Inc • Ophthalmic goods
Merger Agreement Of December 14, 2010 Between Novartis AG Company Number CH-270.3.002.061-2 Lichtstrasse 35 CH-4056 Basel Switzerland a company limited by shares (Aktiengesellschaft) pursuant to art. 620 ff. CO having its seat in Basel (hereinafter “Novartis”) And Alcon, Inc. Company Number CH-170.3.017.372-9 Bösch 69 CH-6331 Hünenberg Switzerland a company limited by shares (Aktiengesellschaft) pursuant to art. 620 ff. CO having its seat in Hünenberg (hereinafter “Alcon”) (each a “Party” and together the “Parties”)
AMENDMENT NO. 1 TO OPTION AGREEMENT AND PLAN OF MERGEROption Agreement and Plan of Merger • February 15th, 2022 • Alcon Inc • Ophthalmic goods
THIS AMENDMENT NO. 1 TO OPTION AGREEMENT AND PLAN OF MERGER (this “Amendment”) is made and entered into as of December 16, 2019 (the “Amendment Date”) by and among (a) Alcon Research, LLC, a Delaware limited liability company which was formerly known as Alcon Research, Ltd., a Delaware corporation (the “Parent”), (b) Ithaca Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of the Parent (the “Merger Sub”), (c) Ivantis, Inc., a Delaware corporation (the “Company”), and (d) the Stockholder Representative.
Merger AgreementAlcon Inc • December 15th, 2010 • Ophthalmic goods
WHEREAS, the Independent Director Committee of the Alcon Board has recommended that the Alcon Board approve the Merger Agreement; and
