Hospira Inc Sample Contracts

HOSPIRA, INC.
Hospira Inc • July 15th, 2004 • Pharmaceutical preparations • New York
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Hospira, Inc.
Purchase Agreement • July 15th, 2004 • Hospira Inc • Pharmaceutical preparations • New York
Exhibit 4.4 REGISTRATION RIGHTS AGREEMENT Dated June 14, 2004
Registration Rights Agreement • July 15th, 2004 • Hospira Inc • Pharmaceutical preparations • New York
HOSPIRA, INC.
Rights Agreement • May 27th, 2004 • Hospira Inc • Pharmaceutical preparations • Delaware

Rights Agreement, dated as of April 28, 2004, effective as of April 12, 2004 (the “Agreement”), by and between Hospira, Inc., a Delaware corporation (the “Company”), and EquiServe Trust Company, N.A., a national banking association (the “Rights Agent”).

RIGHTS AGREEMENT DATED AS OF [_________], 2004
Rights Agreement • December 22nd, 2003 • Hospira Inc • Delaware
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Tax Sharing Agreement • March 31st, 2004 • Hospira Inc • Pharmaceutical preparations • Illinois
AND HOSPIRA, INC.
Separation and Distribution Agreement • March 31st, 2004 • Hospira Inc • Pharmaceutical preparations • Illinois
RECITALS
Manufacture and Supply Agreement • March 31st, 2004 • Hospira Inc • Pharmaceutical preparations • Illinois
AGREEMENT REGARDING CHANGE IN CONTROL
Agreement Regarding Change in Control • February 13th, 2013 • Hospira Inc • Pharmaceutical preparations • Illinois

THIS AGREEMENT ("Agreement"), is made and entered into as of the 1st day of January, 2013 (the "Effective Date") by and between Hospira, Inc. (the "Company") and ______________________ (the "Executive");

HOSPIRA 2004 LONG-TERM STOCK INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENT
Restricted Stock Unit Agreement • April 30th, 2014 • Hospira Inc • Pharmaceutical preparations

This Restricted Stock Unit Agreement (the “Agreement”) is made between Hospira, Inc., a Delaware corporation (the “Company”), and the Participant specified below. The Agreement is subject to the provisions of the Hospira 2004 Long-Term Stock Incentive Plan (the “Plan”), the terms of which are incorporated herein by reference.

HOSPIRA, INC. $500,000,000 5.600% Notes Due 2040 UNDERWRITING AGREEMENT
Underwriting Agreement • September 10th, 2010 • Hospira Inc • Pharmaceutical preparations • New York

The opinion of Mayer Brown LLP, outside counsel for the Company, to be delivered pursuant to Section 5(c) of Underwriting Agreement, shall be to the effect that:

CREDIT AGREEMENT AND GUARANTY dated as of October 14, 2009 among HOSPIRA, INC., as the Borrower and the Guarantor, THE SUBSIDIARY BORROWERS FROM TIME TO TIME PARTY HERETO, THE BANKS AND FINANCIAL INSTITUTIONS LISTED HEREIN, as Lenders, CITIGROUP...
Credit Agreement and Guaranty • October 27th, 2009 • Hospira Inc • Pharmaceutical preparations • New York

This CREDIT AGREEMENT AND GUARANTY is dated as of October 14, 2009 and entered into by and among Hospira, Inc., a Delaware corporation (the “Borrower”), the Subsidiary Borrowers from time to time party hereto, the banks and financial institutions listed on the signature pages hereof (collectively, the “Initial Lenders”), Citigroup Global Markets, Inc. (“CGMI”), RBS Securities Inc. (“RBS Securities”) and Morgan Stanley Senior Funding, Inc. (“MSSF”) as joint lead bookrunners and joint lead arrangers (in such capacity, the “Lead Arrangers”), The Royal Bank of Scotland plc (“RBS”) and MSSF as joint syndication agents (in such capacity, the “Syndication Agents”), BANK OF AMERICA, N.A. and WACHOVIA BANK, N.A., A WELLS FARGO COMPANY, as co-documentation agents (in such capacity, the “Documentation Agents”), and Citibank, N.A. as administrative agent for the Lenders (“Citibank” and in such capacity, the “Administrative Agent”).

HOSPIRA, INC. $350,000,000 5.200% Notes Due 2020 $350,000,000 5.800% Notes Due 2023 UNDERWRITING AGREEMENT
Underwriting Agreement • August 12th, 2013 • Hospira Inc • Pharmaceutical preparations • New York

The opinion of Mayer Brown LLP, outside counsel for the Company, to be delivered pursuant to Section 5(c) of Underwriting Agreement, shall be to the effect that:

FIRST AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • February 28th, 2007 • Hospira Inc • Pharmaceutical preparations • New York

This CREDIT AGREEMENT AND GUARANTY is dated as of December 16, 2005 and entered into by and among Hospira, Inc., a Delaware corporation (the “Borrower”), the Subsidiary Borrowers from time to time party hereto, the banks and financial institutions listed on the signature pages hereof (collectively, the “Initial Lenders”), Citigroup Global Markets, Inc. (“CGMI”), ABN AMRO Incorporated (“ABN AMRO”) and Morgan Stanley Senior Funding, Inc. (“MSSF”) as joint lead bookrunners and joint lead arrangers (in such capacity, the “Lead Arrangers”), ABN AMRO Bank N.V. (“ABN AMRO Bank”) and MSSF as joint syndication agents (in such capacity, the “Syndication Agents”), BANK OF AMERICA, N.A. and WACHOVIA BANK, NATIONAL ASSOCIATION, as co-documentation agents (in such capacity, the “Documentation Agents”) and Citicorp North America, Inc. as administrative agent for the Lenders (“Citicorp” and in such capacity, the “Administrative Agent”).

HOSPIRA 2004 LONG-TERM STOCK INCENTIVE PLAN RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • February 18th, 2010 • Hospira Inc • Pharmaceutical preparations

This Restricted Stock Agreement (“Agreement”) is made between Hospira, Inc., a Delaware corporation (the “Company”), and the Participant specified below. The Agreement is subject to the provisions of the Hospira 2004 Long-Term Stock Incentive Plan (the “Plan”), the terms of which are incorporated herein by reference.

RECITALS:
Transition Services Agreement • March 31st, 2004 • Hospira Inc • Pharmaceutical preparations • Illinois
HOSPIRA 2004 LONG-TERM STOCK INCENTIVE PLAN NON-EMPLOYEE DIRECTOR RESTRICTED STOCK AGREEMENT
Term Stock Incentive Plan • August 6th, 2008 • Hospira Inc • Pharmaceutical preparations

THIS AGREEMENT, entered into as of the Grant Date (as defined in paragraph 1), by and between the Director and Hospira (the “Company”);

CONFIDENTIAL TREATMENT
Business Transfer Agreement • January 18th, 2013 • Hospira Inc • Pharmaceutical preparations

[***] Indicates that text has been omitted which is the subject of a confidential treatment request. This text has been separately filed with the SEC.

HOSPIRA 2004 LONG-TERM STOCK INCENTIVE PLAN RESTRICTED STOCK AGREEMENT
Hospira 2004 Long-Term Stock Incentive Plan Restricted Stock Agreement • August 1st, 2012 • Hospira Inc • Pharmaceutical preparations

This Restricted Stock Agreement (“Agreement”) is made between Hospira, Inc., a Delaware corporation (the “Company”), and the Participant specified below. The Agreement is subject to the provisions of the Hospira 2004 Long-Term Stock Incentive Plan (the “Plan”), the terms of which are incorporated herein by reference.

EMPLOYEE AGREEMENT
Employee Agreement • February 12th, 2014 • Hospira Inc • Pharmaceutical preparations • Illinois

Agreement made between HOSPIRA, INC., a Delaware corporation, on behalf of itself and its Subsidiaries as defined below) (collectively, "HOSPIRA"), and the undersigned employee ("EMPLOYEE"), WITNESS the following

AGREEMENT AND PLAN OF MERGER AMONG PFIZER INC, PERKINS HOLDING COMPANY AND HOSPIRA, INC.
Agreement and Plan of Merger • February 9th, 2015 • Hospira Inc • Pharmaceutical preparations • Delaware

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of February 5, 2015, is among Pfizer Inc. (“Parent”), a Delaware corporation, Perkins Holding Company (“Sub”), a Delaware corporation and a wholly owned subsidiary of Parent, and Hospira, Inc. (the “Company”), a Delaware corporation.

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AGREEMENT REGARDING CHANGE IN CONTROL
Agreement Regarding • February 18th, 2010 • Hospira Inc • Pharmaceutical preparations • Illinois

THIS AGREEMENT (“Agreement”), is made and entered into as of the 15th day of June 2007 (the “Effective Date”) by and between Hospira, Inc. (the “Company”) and (the “Executive”).

Re: Agreement Regarding Change in Control Dear Tom:
Hospira Inc • February 28th, 2008 • Pharmaceutical preparations

Reference is hereby made to the Agreement Regarding Change in Control, by and between Hospira, Inc. and the undersigned, dated August , 2006 ("Agreement"). Pursuant to the provisions of Section 409A of the Internal Revenue Code of 1986, as amended (the "Code") and the regulations issued thereunder, effective as of January 1, 2008, the Agreement is amended as follows:

HOSPIRA 2004 LONG-TERM STOCK INCENTIVE PLAN PERFORMANCE BASED RESTRICTED STOCK UNIT AGREEMENT
Performance Based Restricted Stock Unit Agreement • May 1st, 2013 • Hospira Inc • Pharmaceutical preparations

This Performance Based Restricted Stock Unit Agreement (the “Agreement”) is made between Hospira, Inc., a Delaware corporation (the “Company”), and the Participant specified below. The Agreement is subject to the provisions of the Hospira 2004 Long-Term Stock Incentive Plan (the “Plan”), the terms of which are incorporated herein by reference.

HOSPIRA 2004 LONG-TERM STOCK INCENTIVE PLAN RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • November 7th, 2012 • Hospira Inc • Pharmaceutical preparations

This Restricted Stock Agreement (“Agreement”) is made between Hospira, Inc., a Delaware corporation (the “Company”), and the Participant specified below. The Agreement is subject to the provisions of the Hospira 2004 Long-Term Stock Incentive Plan (the “Plan”), the terms of which are incorporated herein by reference.

Contract
Transition Services Agreement • May 27th, 2004 • Hospira Inc • Pharmaceutical preparations • Illinois

THIS U.S. TRANSITION SERVICES AGREEMENT, dated as of April 16, 2004 and effective as of May 1, 2004, is by and between ABBOTT LABORATORIES, an Illinois corporation (“Abbott”), and HOSPIRA, INC., a Delaware corporation (“Hospira”).

Executive] Dear ;
Hospira Inc • May 27th, 2004 • Pharmaceutical preparations

This letter sets forth the arrangement between Abbott Laboratories (“Abbott”), Hospira, Inc. (“Hospira”) and yourself, whereby certain 2004 Hospira benefits shall be paid to you on an after-tax basis and deposited into your existing grantor trust[s] which was [were] previously created, or will be newly created, pursuant to your participation in an Abbott benefit plan and your previous elections thereunder (“Trust”) .

Exhibit 10.3 EMPLOYEE BENEFITS AGREEMENT
Employee Benefits Agreement • March 31st, 2004 • Hospira Inc • Pharmaceutical preparations
SEPARATION AND DISTRIBUTION AGREEMENT by and between ABBOTT LABORATORIES and HOSPIRA, INC. Dated as of April 12, 2004
Separation and Distribution Agreement • May 27th, 2004 • Hospira Inc • Pharmaceutical preparations • Illinois

THIS SEPARATION AND DISTRIBUTION AGREEMENT, dated as of April 12, 2004, is by and between ABBOTT LABORATORIES, an Illinois corporation (“Abbott”) and HOSPIRA, INC., a Delaware corporation (“Hospira”).

HOSPIRA 401(k) SUPPLEMENTAL PLAN
Hospira Inc • May 27th, 2004 • Pharmaceutical preparations
API SUPPLY AGREEMENT
Api Supply Agreement • May 27th, 2004 • Hospira Inc • Pharmaceutical preparations • Illinois

This API Supply Agreement (this “Agreement”), dated as of April 16, 2004 and effective as of May 1, 2004 (the “Effective Date”), is by and between Hospira, Inc., a Delaware corporation (“Hospira”), and Abbott Laboratories, an Illinois corporation (“Abbott”).

AMENDMENT NO. 4 to BUSINESS TRANSFER AGREEMENT
Confidential Treatment • July 30th, 2014 • Hospira Inc • Pharmaceutical preparations

This Amendment No. 4 (this “Amendment”) is made and entered into as of July 3, 2014, by and between Orchid Chemicals & Pharmaceuticals Ltd., a company incorporated under the Act (“Orchid”), and Hospira Healthcare India Private Limited, a company incorporated under the Act (“Hospira”), for the purpose of amending that certain Business Transfer Agreement, dated as of December 15, 2009, by and among Orchid, Mr. K. Raghavendra Rao and Hospira (as amended, the “Agreement”). Capitalized terms not defined herein shall have the meanings given to them in the Agreement.

Scheme Implementation Agreement
Implementation Agreement • September 21st, 2006 • Hospira Inc • Pharmaceutical preparations • Victoria
TRANSITION MARKETING AND DISTRIBUTION SERVICES AGREEMENT
Transition Marketing and Distribution Services Agreement • May 27th, 2004 • Hospira Inc • Pharmaceutical preparations • Illinois

THIS TRANSITION MARKETING AND DISTRIBUTION SERVICES AGREEMENT, dated as of April , 2004, is by and between Hospira, Inc., a Delaware corporation (“Hospira”) and , a corporation with its principal place of business as provided in Schedule 7 of this Agreement (“Distributor”) and is effective as of the Effective Time (as defined below).

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