Zoetis Inc. Sample Contracts

ZOETIS INC. and COMPUTERSHARE TRUST COMPANY, N.A. as Rights Agent Rights Agreement Dated as of November 14, 2014
Rights Agreement • November 17th, 2014 • Zoetis Inc. • Pharmaceutical preparations • Delaware

RIGHTS AGREEMENT, dated as of November 14, 2014 (the "Agreement"), between Zoetis Inc., a Delaware corporation (the "Company"), and Computershare Trust Company, N.A., a federally charted trust company (the "Rights Agent").

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ZOETIS INC., as Issuer, and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee INDENTURE Dated as of January 28, 2013
Zoetis Inc. • January 29th, 2013 • Pharmaceutical preparations • New York

INDENTURE, dated as of January 28, 2013, between Zoetis Inc., a Delaware corporation (herein called the “Company”), having its principal executive offices at c/o Pfizer, 5 Giralda Farms, Madison, New Jersey 07940, and Deutsche Bank Trust Company Americas, a New York banking corporation, as trustee (herein called the “Trustee”).

Zoetis Inc. [ ] Shares of Class A Common Stock Underwriting Agreement
Zoetis Inc. • January 29th, 2013 • Pharmaceutical preparations • New York

The global separation agreement, transitional services agreement, tax matters agreement, research and development collaboration and license agreement, employee matters agreement, master manufacturing and supply agreements, environmental matters agreement, intellectual property license agreements, registration rights agreement and Brazil lease agreements, as described under the heading “Certain relationships and related party transactions” in the Pricing Disclosure Package and Prospectus are referred to, collectively, as the “Separation Agreements.”

U.S. $1,000,000,000 REVOLVING CREDIT AGREEMENT dated as of December 21, 2012, among ZOETIS INC., THE LENDERS NAMED HEREIN and JPMORGAN CHASE BANK, N.A., as Administrative Agent CITIBANK, N.A. BANK OF AMERICA, N.A., BARCLAYS BANK PLC, DEUTSCHE BANK...
Revolving Credit Agreement • December 28th, 2012 • Zoetis Inc. • Pharmaceutical preparations • New York

The lenders (the “Initial Lenders”) listed on the signature pages hereof and the Lenders (as hereinafter defined) becoming party hereto after the date hereof; and

AGREEMENT AND PLAN OF MERGER by and among ZOETIS INC., ZEUS MERGER SUB, INC. and ABAXIS, INC.
Agreement and Plan of Merger • May 16th, 2018 • Zoetis Inc. • Pharmaceutical preparations • Delaware

AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of May 15, 2018, by and among Zoetis Inc., a Delaware corporation (“Parent”), Zeus Merger Sub, Inc., a California corporation and an indirect wholly owned subsidiary of Parent (“Merger Sub”), and Abaxis, Inc., a California corporation (the “Company”).

REGISTRATION RIGHTS AGREEMENT by and among Zoetis Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, Barclays Capital Inc. and Deutsche Bank Securities Inc., as Representatives of the several Initial Purchasers Dated as of January 28, 2013
Registration Rights Agreement • January 29th, 2013 • Zoetis Inc. • Pharmaceutical preparations • New York

This Registration Rights Agreement (this “Agreement”) is made and entered into as of January 28, 2013, by and among Zoetis Inc., a Delaware corporation (the “Company”), and Merrill Lynch, Pierce, Fenner & Smith Incorporated, Barclays Capital Inc., J.P. Morgan Securities LLC and Deutsche Bank Securities Inc., as representatives of the several Initial Purchasers (collectively, the “Initial Purchasers”) named in the Purchase Agreement (as defined below), each of which has agreed to purchase the Company’s 1.150% Senior Notes due 2016, 1.875% Senior Notes due 2018, 3.250% Senior Notes due 2023 and 4.700% Senior Notes due 2043 (collectively, the “Initial Securities”) pursuant to the Purchase Agreement.

U.S. $1,000,000,000 REVOLVING CREDIT AGREEMENT dated as of December 21, 2016, among ZOETIS INC., THE LENDERS NAMED HEREIN THE ISSUING BANKS NAMED HEREIN and JPMORGAN CHASE BANK, N.A., as Administrative Agent BANK OF AMERICA, N.A., BARCLAYS BANK PLC,...
Revolving Credit Agreement • December 21st, 2016 • Zoetis Inc. • Pharmaceutical preparations • New York

REVOLVING CREDIT AGREEMENT dated as of December 21, 2016 among ZOETIS INC., a corporation duly organized and validly existing under the laws of the State of Delaware (the “Borrower”); the lenders (the “Initial Lenders”) listed on the signature pages hereof and the Lenders (as hereinafter defined) becoming party hereto after the date hereof; the issuing banks (the “Initial Issuing Banks”) listed on the signature pages hereof and the Issuing Banks (as hereinafter defined) becoming party hereto after the date hereof; and JPMORGAN CHASE BANK, N.A. (“JPMorgan”), as administrative agent (in such capacity, together with its successors in such capacity, the “Administrative Agent”) for the Lenders.

TAX MATTERS AGREEMENT
Tax Matters Agreement • March 28th, 2013 • Zoetis Inc. • Pharmaceutical preparations

This TAX MATTERS AGREEMENT (this “Agreement”) is entered into as of February 6, 2013, by and among Pfizer Inc., a Delaware corporation (“Pfizer”), and Zoetis Inc. a Delaware corporation and a wholly owned subsidiary of Pfizer (“Zoetis”) (Pfizer and Zoetis are sometimes collectively referred to herein as the “Companies” and, as the context requires, individually referred to herein as the “Company”).

PATENT AND KNOW-HOW LICENSE AGREEMENT
Patent And • March 28th, 2013 • Zoetis Inc. • Pharmaceutical preparations • New York

THIS PATENT AND KNOW-HOW LICENSE AGREEMENT (the "Agreement") is made effective as of February 6, 2013 (the "Effective Date"), by and between Pfizer Inc., a Delaware corporation having its principal place of business at 235 E. 42nd Street, New York, New York 10017 ("Pfizer") and Zoetis Inc., a Delaware corporation having its principal place of business at 5 Giralda Farms, Madison, NJ 07940 (the "Company"). Pfizer and the Company are sometimes referred to herein individually as a "Party" and collectively as the "Parties."

GLOBAL SEPARATION AGREEMENT by and between PFIZER INC. and ZOETIS INC. Dated as of February 6, 2013
Global Separation Agreement • March 28th, 2013 • Zoetis Inc. • Pharmaceutical preparations • New York

THIS GLOBAL SEPARATION AGREEMENT, dated as of February 6, 2013, is by and between PFIZER INC., a Delaware corporation ("Pfizer") and ZOETIS INC., a Delaware corporation (the "Company"). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I hereof.

ENVIRONMENTAL MATTERS AGREEMENT
Environmental Matters Agreement • March 28th, 2013 • Zoetis Inc. • Pharmaceutical preparations • New York

This ENVIRONMENTAL MATTERS AGREEMENT, dated as of February 6, 2013, is by and among PFIZER INC., a Delaware corporation and ZOETIS INC., a Delaware corporation.

Zoetis Inc.
Letter Agreement • February 4th, 2015 • Zoetis Inc. • Pharmaceutical preparations • Delaware

We appreciate your continuing dialogue with us. The Board of Directors of Zoetis Inc. (the “Company”) has unanimously determined that the Company enter into this Letter Agreement and understands that the Pershing Square Group and, with respect to the obligations set forth in Section 11 (and the other Sections referred to in Section 11) below, the Sachem Head Group have determined to enter into this Letter Agreement as well. Certain capitalized terms used herein are defined in Section 9 below. In consideration of and in reliance upon the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company, the Pershing Square Group and, with respect to the obligations set forth in Section 11 below (and the other Sections referred to therein), the Sachem Head Group hereby agree and confirm as follows:

DEBT-FOR-EQUITY EXCHANGE AGREEMENT
Equity Exchange Agreement • January 29th, 2013 • Zoetis Inc. • Pharmaceutical preparations • New York

DEBT-FOR-EQUITY EXCHANGE AGREEMENT dated as of [ ], 2013 (this “Agreement”), among PFIZER INC., a Delaware corporation (“Pfizer”), J.P. MORGAN SECURITIES LLC, MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED and MORGAN STANLEY & CO. LLC (collectively, the “Investment Entities”), and, solely with respect to Sections 4(b) and 6 through 16 hereof, ZOETIS INC., a Delaware corporation and a direct, wholly owned subsidiary of Pfizer (“Zoetis”).

THIS IS AN IMPORTANT LEGAL DOCUMENT AND THE COMPANY ADVISES YOU TO SPEAK WITH AN ATTORNEY BEFORE SIGNING IT. SEVERANCE AND RELEASE AGREEMENT
Release Agreement • August 12th, 2014 • Zoetis Inc. • Pharmaceutical preparations • Delaware

This Separation and Release Agreement (the “Release Agreement”) is between me and Zoetis Inc. (hereinafter “Zoetis”) regarding the termination of my employment with Zoetis or any affiliate of Zoetis (together, the “Company”).

RESEARCH AND DEVELOPMENT COLLABORATION AND LICENSE AGREEMENT
Research and Development Collaboration and License Agreement • March 28th, 2013 • Zoetis Inc. • Pharmaceutical preparations • New York

THIS RESEARCH AND DEVELOPMENT COLLABORATION AND LICENSE AGREEMENT (the "Agreement") is made effective as of February 6, 2013 (the "Effective Date"), by and between Pfizer Inc., a Delaware corporation having its principal place of business at 235 E. 42nd Street, New York, New York 10017 ("Pfizer") and Zoetis Inc., a Delaware corporation having its principal place of business at 5 Giralda Farms, Madison, NJ 07940 (the "Company"). Pfizer and the Company are sometimes referred to herein individually as a "Party" and collectively as the "Parties."

AMENDMENT NO. 1 TO REVOLVING CREDIT AGREEMENT
Revolving Credit Agreement • November 2nd, 2015 • Zoetis Inc. • Pharmaceutical preparations • New York

AMENDMENT dated as of November 2, 2015 (the “Amendment”) to the Revolving Credit Agreement dated as of December 21, 2012 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Credit Agreement”) among ZOETIS INC. (the “Company”), the several financial institutions from time to time party thereto (collectively, the “Lenders”; individually, a “Lender”) and JPMORGAN CHASE BANK, N.A., as administrative agent (the “Administrative Agent”).

Parsippany, NJ 07054
Letter Agreement • December 12th, 2019 • Zoetis Inc. • Pharmaceutical preparations • New York

On behalf of Zoetis Inc. (the “Company”) and its Board of Directors, I want to thank you for your many years of service to the Company, during which you have demonstrated strong leadership and have made meaningful contributions to the Company. This letter agreement (this “Letter Agreement”) sets forth the terms of your separation from service with the Company.

FORM OF EMPLOYEE MATTERS AGREEMENT
Employee Matters Agreement • December 28th, 2012 • Zoetis Inc. • Pharmaceutical preparations • New York

This EMPLOYEE MATTERS AGREEMENT (this “Agreement”) dated as of [—], 201[—], is by and among PFIZER INC., a Delaware corporation (“Pfizer”) and ZOETIS INC., a Delaware corporation (the “Company”). Pfizer and the Company are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”

FORM OF PATENT AND KNOW-HOW LICENSE AGREEMENT (THE COMPANY AS LICENSOR)
How License Agreement • November 9th, 2012 • Zoetis Inc. • Pharmaceutical preparations • New York

This PATENT AND KNOW-HOW LICENSE AGREEMENT (the “Agreement”) is made effective as of [—] (the “Effective Date”), by and between Pfizer Inc., a Delaware corporation having its principal place of business at 235 E. 42nd Street, New York, New York 10017 (“Pfizer”) and Zoetis Inc., a Delaware corporation having its principal place of business at 235 E. 42nd Street, New York, New York 10017 (the “Company”). Pfizer and the Company are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 28th, 2013 • Zoetis Inc. • Pharmaceutical preparations • New York

This REGISTRATION RIGHTS AGREEMENT, dated as of February 6, 2013 (this “Agreement”), is by and between Zoetis Inc., a Delaware corporation (“Zoetis”), and Pfizer Inc., a Delaware corporation (“Pfizer”).

FORM OF TRADEMARK AND COPYRIGHT LICENSE AGREEMENT
Form of Trademark and Copyright License Agreement • November 9th, 2012 • Zoetis Inc. • Pharmaceutical preparations • New York

THIS TRADEMARK AND COPYRIGHT LICENSE AGREEMENT (the “Agreement”) is made effective as of [—] (the “Effective Date”), by and between Pfizer Inc., a Delaware corporation having its principal place of business at 235 E. 42nd Street, New York, New York 10017 (“Pfizer”) and Zoetis Inc., a Delaware corporation having its principal place of business at 235 E. 42nd Street, New York, New York 10017 (the “Company”). Pfizer and the Company are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”

U.S. $1,000,000,000 REVOLVING CREDIT AGREEMENT dated as of December 21, 2022, among ZOETIS INC., THE LENDERS NAMED HEREIN THE ISSUING BANKS NAMED HEREIN and JPMORGAN CHASE BANK, N.A., as Administrative Agent BANK OF AMERICA, N.A., BARCLAYS BANK PLC,...
Revolving Credit Agreement • December 21st, 2022 • Zoetis Inc. • Pharmaceutical preparations • New York

REVOLVING CREDIT AGREEMENT dated as of December 21, 2022 among ZOETIS INC., a corporation duly organized and validly existing under the laws of the State of Delaware (the “Borrower”); the lenders (the “Initial Lenders”) listed on the signature pages hereof and the Lenders (as hereinafter defined) becoming party hereto after the date hereof; the issuing banks (the “Initial Issuing Banks”) listed on the signature pages hereof and the Issuing Banks (as hereinafter defined) becoming party hereto after the date hereof; and JPMORGAN CHASE BANK, N.A. (“JPMorgan”), as administrative agent (in such capacity, together with its successors in such capacity, the “Administrative Agent”) for the Lenders.

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Extension Agreement
Zoetis Inc. • February 14th, 2019 • Pharmaceutical preparations • New York

This Extension Agreement shall be deemed to be a Loan Document for all purposes under the Credit Agreement. This Extension Agreement shall be construed in accordance with and governed by the law of the State of New York.

FORM OF TRANSITIONAL SERVICES AGREEMENT
Form of Transitional Services Agreement • November 9th, 2012 • Zoetis Inc. • Pharmaceutical preparations • New York

This Transitional Services Agreement (this “Agreement”) is entered into this day of , 201[ ] by and between PFIZER INC., a Delaware corporation (“Pfizer”) and Zoetis Inc., a Delaware corporation (the “Company”) (each, a “Party” and collectively, the “Parties”).

TRANSITIONAL SERVICES AGREEMENT
Transitional Services Agreement • March 28th, 2013 • Zoetis Inc. • Pharmaceutical preparations • New York

This Transitional Services Agreement (this "Agreement"), dated as of February 6, 2013, by and between PFIZER INC., a Delaware corporation ("Pfizer") and Zoetis Inc., a Delaware corporation (the "Company") (each, a "Party" and collectively, the "Parties").

TRADEMARK AND COPYRIGHT LICENSE AGREEMENT
Trademark and Copyright License Agreement • March 28th, 2013 • Zoetis Inc. • Pharmaceutical preparations • New York

THIS TRADEMARK AND COPYRIGHT LICENSE AGREEMENT (the "Agreement") is made effective as of February 6, 2013 (the "Effective Date"), by and between Pfizer Inc., a Delaware corporation having its principal place of business at 235 E. 42nd Street, New York, New York 10017 ("Pfizer") and Zoetis Inc., a Delaware corporation having its principal place of business at 5 Giralda Farms, Madison, NJ 07940 (the "Company"). Pfizer and the Company are sometimes referred to herein individually as a "Party" and collectively as the "Parties."

PATENT AND KNOW-HOW LICENSE AGREEMENT (THE COMPANY AS LICENSOR)
Patent And • March 28th, 2013 • Zoetis Inc. • Pharmaceutical preparations • New York

THIS PATENT AND KNOW-HOW LICENSE AGREEMENT (the "Agreement") is made effective as of February 6, 2013 (the "Effective Date"), by and between Pfizer Inc., a Delaware corporation having its principal place of business at 235 E. 42nd Street, New York, New York 10017 ("Pfizer") and Zoetis Inc., a Delaware corporation having its principal place of business at 5 Giralda Farms, Madison, NJ 07940 (the "Company"). Pfizer and the Company are sometimes referred to herein individually as a "Party" and collectively as the "Parties."

Extension Agreement
Zoetis Inc. • February 15th, 2018 • Pharmaceutical preparations • New York

The undersigned hereby agrees to extend, effective December 21, 2017, the Maturity Date under the Revolving Credit Agreement dated as of December 21, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) among Zoetis Inc., the Lenders party thereto, the Issuing Banks party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, for one year to December 21, 2022. Terms defined in the Credit Agreement are used herein with the same meaning.

MASTER MANUFACTURING AND SUPPLY AGREEMENT BETWEEN PFIZER INC. AND ZOETIS INC. DATED AS OF OCTOBER 1, 2012
Master Manufacturing and Supply Agreement • October 11th, 2012 • Zoetis Inc. • Pharmaceutical preparations • New York

THIS MASTER MANUFACTURING AND SUPPLY AGREEMENT dated as of October 1, 2012 (the “Effective Date”) is made by and between Pfizer Inc., a corporation organized and existing under the laws of the State of Delaware, with offices at 235 East 42nd Street, New York, NY 10017 (hereinafter “Pfizer”) and Zoetis Inc., a corporation organized and existing under the laws of the State of Delaware, with offices at c/o Pfizer Inc. 235 East 42nd Street, New York, NY 10017 (hereinafter “Zoetis”). Pfizer and Zoetis may be referred to herein individually as a “Party” or collectively as the “Parties”.

AMENDMENT NO. 2 TO REVOLVING CREDIT AGREEMENT
Revolving Credit Agreement • February 24th, 2016 • Zoetis Inc. • Pharmaceutical preparations • New York

AMENDMENT NO. 2 dated as of February 19, 2016 (this “Amendment”) to the Revolving Credit Agreement dated as of December 21, 2012 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time prior to the date hereof, including by Amendment No. 1 to Revolving Credit Agreement dated as of November 2, 2015, the “Credit Agreement”) among ZOETIS INC. (the “Borrower”), the several financial institutions from time to time party thereto (collectively, the “Lenders”; individually, a “Lender”) and JPMORGAN CHASE BANK, N.A., as administrative agent (the “Administrative Agent”).

FORM OF INDEMNIFICATION AGREEMENT
Form of Indemnification Agreement • January 11th, 2013 • Zoetis Inc. • Pharmaceutical preparations • Delaware

This Agreement, made and entered into as of [ ], 2013 (“Agreement”), by and between Zoetis Inc., a Delaware corporation (“Company”), and (“Indemnitee”):

U.S. $500,000,000 364-DAY REVOLVING CREDIT AGREEMENT dated as of July 27, 2018, among ZOETIS INC., THE LENDERS FROM TIME TO TIME PARTY HERETO and
Revolving Credit Agreement • August 2nd, 2018 • Zoetis Inc. • Pharmaceutical preparations • New York

364-DAY REVOLVING CREDIT AGREEMENT dated as of July 27, 2018 among ZOETIS INC., a Delaware corporation (the “Borrower”), the lenders (the “Initial Lenders”) listed on the signature pages hereof and the Lenders (as hereinafter defined) becoming party hereto after the date hereof and BARCLAYS BANK PLC (“Barclays”), as administrative agent (in such capacity, together with its successors in such capacity, the “Administrative Agent”) for the Lenders.

FORM OF REGISTRATION RIGHTS AGREEMENT
Form of Registration Rights Agreement • November 9th, 2012 • Zoetis Inc. • Pharmaceutical preparations • New York

This REGISTRATION RIGHTS AGREEMENT, dated as of _________, _____ (this “Agreement”), is by and between Zoetis Inc., a Delaware corporation (“Zoetis”), and Pfizer Inc., a Delaware corporation (“Pfizer”).

FORM OF RESEARCH AND DEVELOPMENT COLLABORATION AND LICENSE AGREEMENT
Collaboration and License Agreement • November 9th, 2012 • Zoetis Inc. • Pharmaceutical preparations • New York

THIS RESEARCH AND DEVELOPMENT COLLABORATION AND LICENSE AGREEMENT (the “Agreement”) is made effective as of [—] (the “Effective Date”), by and between Pfizer Inc., a Delaware corporation having its principal place of business at 235 E. 42nd Street, New York, New York 10017 (“Pfizer”) and Zoetis Inc., a Delaware corporation having its principal place of business at 235 E. 42nd Street, New York, New York 10017 (the “Company”). Pfizer and the Company are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”

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