AGREEMENT AND PLAN OF MERGER by and among PFIZER INC., ALLERGAN PLC and WATSON MERGER SUB INC. Dated as of November 22, 2015Agreement and Plan of Merger • November 24th, 2015 • Allergan PLC • Pharmaceutical preparations • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of November 22, 2015, is by and among Pfizer Inc., a Delaware corporation (the “Company”), Allergan plc, an Irish public limited company (“Parent”), Watson Merger Sub Inc., a Delaware corporation and a direct wholly owned subsidiary of Parent (“Merger Sub”), and the other party that is a signatory hereto. All capitalized terms used in this Agreement shall have the meanings ascribed to such terms in Section 9.5 or as otherwise defined elsewhere in this Agreement unless the context clearly provides otherwise. Parent, Merger Sub and the Company are each sometimes referred to herein as a “Party” and collectively as the “Parties”.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 20th, 2014 • Actavis PLC • Pharmaceutical preparations • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of June 19, 2014, by and among Actavis Funding SCS, a société en commandite simple organized under the laws of the Grand Duchy of Luxembourg, having its registered office at 46A, avenue J.F. Kennedy, L-1855 Luxembourg, Grand Duchy of Luxembourg (“Luxembourg”) registered with the Luxembourg Register of Commerce and Companies under number B187.310 and having a share capital of $20,000 (the “Issuer”), Actavis Capital S.à r.l., a private limited liability company (société à responsabilité limitée) incorporated under the laws of the Grand Duchy of Luxembourg, having its registered office at 46A, avenue J.F. Kennedy, L-1855 Luxembourg, Grand Duchy of Luxembourg registered with the Luxembourg Register of Commerce and Companies under number B178.410 and having a share capital of $171,656 (“Actavis Capital”), Actavis, Inc., a Nevada corporation (“Actavis”), Warner Chilcott Limited, a Bermuda Company (“Intermediate
AGREEMENT AND PLAN OF MERGER among: TOBIRA THERAPEUTICS, INC., a Delaware corporation; ALLERGAN HOLDCO US, INC., a Delaware corporation; and SAPPHIRE ACQUISITION CORP., a Delaware corporation Dated as of September 19, 2016Agreement and Plan of Merger • September 29th, 2016 • Allergan PLC • Pharmaceutical preparations • Delaware
THIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into as of September 19, 2016, by and among: Allergan Holdco US, Inc., a Delaware corporation (“Parent”); Sapphire Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”); and Tobira Therapeutics, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
THIRD SUPPLEMENTAL INDENTUREThird Supplemental Indenture • July 3rd, 2014 • Actavis PLC • Pharmaceutical preparations • New York
This Third Supplemental Indenture, dated as of July 1, 2014 (this “Supplemental Indenture”), among Actavis plc (the “Parent Guarantor”), Tango Merger Sub 2 LLC (the “Company”), as successor in interest to Forest Laboratories, Inc. (“Forest Labs”), and Wells Fargo Bank, National Association, as Trustee (the “Trustee”) under the Indenture referred to below.
SECOND SUPPLEMENTAL INDENTURESecond Supplemental Indenture • July 3rd, 2014 • Actavis PLC • Pharmaceutical preparations • New York
This Second Supplemental Indenture, dated as of July 1, 2014 (this “Supplemental Indenture”), among Tango Merger Sub 2 LLC, a Delaware limited liability company (the “Company”), as successor in interest to Forest Laboratories, Inc., a Delaware corporation (“Forest Labs”), and Wells Fargo Bank, National Association, as Trustee (the “Trustee”) under the Indenture referred to below.
EXPENSES REIMBURSEMENT AGREEMENT dated as of June 25, 2019 between ABBVIE INC. and ALLERGAN PLCExpenses Reimbursement Agreement • June 25th, 2019 • Allergan PLC • Pharmaceutical preparations • Delaware
THIS EXPENSES REIMBURSEMENT AGREEMENT (this “Agreement”), dated as of June 25, 2019, between AbbVie Inc., a Delaware corporation (hereinafter called “AbbVie”), and Allergan plc, a company incorporated in Ireland with registered number 527629 having its registered office at Clonshaugh Business and Technology Park, Coolock, Dublin, D17 E400, Ireland (hereinafter called “Allergan”).
TRANSACTION AGREEMENT dated as of June 25, 2019 among ABBVIE INC. VENICE SUBSIDIARY, LLC and ALLERGAN PLCTransaction Agreement • June 25th, 2019 • Allergan PLC • Pharmaceutical preparations • Delaware
This TRANSACTION AGREEMENT (this “Agreement”), dated as of June 25, 2019 is by and among AbbVie, a Delaware corporation (“AbbVie”), Venice Subsidiary, LLC, a Delaware limited liability company and a direct wholly owned Subsidiary of AbbVie (“Acquirer Sub”), and Allergan plc, an Irish public limited company with registered number 527629 having its registered office at Clonshaugh Business and Technology Park, Coolock, Dublin, D17 E400, Ireland (“Allergan”).
AGREEMENT AND PLAN OF MERGER by and among ALLERGAN PLC, KETO MERGER SUB, INC. and KYTHERA BIOPHARMACEUTICALS, INC. dated as of June 17, 2015Agreement and Plan of Merger • June 17th, 2015 • Allergan PLC • Pharmaceutical preparations • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated June 17, 2015, is by and among Allergan plc, a company incorporated under the laws of Ireland (formerly known as Actavis plc) (“Parent”), Keto Merger Sub, Inc., a Delaware corporation and an indirect wholly owned subsidiary of Parent (“Merger Sub”), and KYTHERA Biopharmaceuticals, Inc., a Delaware corporation (the “Company”). All capitalized terms used in this Agreement shall have the meanings ascribed to such terms in Section 9.5 or as otherwise defined elsewhere in this Agreement unless the context clearly provides otherwise. Parent, Merger Sub and the Company are each sometimes referred to as a “Party” and collectively as the “Parties.”
INDEMNIFICATION AGREEMENTIndemnification Agreement • March 18th, 2015 • Actavis PLC • Pharmaceutical preparations • Delaware
This Indemnification Agreement, dated as of March 17, 2015, is made by and between Actavis W.C. Holding Inc., a Delaware corporation (the “Company”), and [—] (“Indemnitee”).
DEED OF INDEMNIFICATIONDeed of Indemnification • March 18th, 2015 • Actavis PLC • Pharmaceutical preparations
This Deed of Indemnification, dated as of March 17, 2015, is made by and between Actavis plc, an Irish public limited company (the “Company”), and [—] (“Indemnitee”).
CONTINGENT VALUE RIGHTS AGREEMENTContingent Value Rights Agreement • July 3rd, 2014 • Actavis PLC • Pharmaceutical preparations • Delaware
THIS CONTINGENT VALUE RIGHTS AGREEMENT, dated as of July 2, 2014 (this “Agreement”), is entered into by and between Forest Laboratories, LLC, a Delaware limited liability company (“Parent”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company, as Rights Agent.
MASTER PURCHASE AGREEMENT dated as of July 26, 2015 by and between ALLERGAN PLC and TEVA PHARMACEUTICAL INDUSTRIES LTD.Master Purchase Agreement • July 28th, 2015 • Allergan PLC • Pharmaceutical preparations • New York
This Master Purchase Agreement (this “Agreement”), dated as of July 26, 2015, is entered into by and between Teva Pharmaceutical Industries Ltd., a company organized under the laws of Israel (“Buyer Parent”) and Allergan plc, a public company limited by shares organized under the laws of Ireland (“Seller Parent”). Seller Parent and the Controlled Affiliates of Seller Parent that are party to any Ancillary Agreement are referred to in this Agreement each as a “Seller” and collectively as “Sellers.” Sellers and Buyer Parent sometimes are referred to in this Agreement collectively as the “Parties” and individually as a “Party.”
AMENDED AND RESTATED STOCKHOLDER VOTING AGREEMENTStockholder Voting Agreement • August 5th, 2015 • Allergan PLC • Pharmaceutical preparations • Delaware
THIS AMENDED AND RESTATED STOCKHOLDER VOTING AGREEMENT, dated as of August 4, 2015 (as amended, modified or supplemented from time to time in accordance with its terms, this “Agreement”), is entered into by and between Allergan plc, a company incorporated under the laws of Ireland (“Parent”), and each of the individuals or entities listed on the signature pages hereto (each, a “Stockholder” and, together, the “Stockholders”) and amends and restates in its entirety that certain Stockholder Voting Agreement, dated as of June 17, 2015, by and among Parent and the Stockholders (the “Original Agreement”).
SECOND AMENDMENT AGREEMENT dated as of December 17, 2014 (this “Amendment Agreement”), relating to the Amended and Restated WC Term Loan Credit and Guaranty Agreement, dated as of June 9, 2014 (the “Existing WC Term Credit Agreement”) among WARNER...Term Loan Credit and Guaranty Agreement • December 22nd, 2014 • Actavis PLC • Pharmaceutical preparations • New York
This SECOND AMENDED AND RESTATED WC TERM LOAN CREDIT AND GUARANTY AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) is entered into as of December 17, 2014, among ACTAVIS PLC, a public limited company incorporated under the laws of Ireland, WARNER CHILCOTT LIMITED, a Bermuda exempted company, WARNER CHILCOTT CORPORATION, a corporation organized under the laws of the State of Delaware, ACTAVIS WC 2 S.À R.L. (f/k/a WC LUXCO S.À R.L.), a private limited liability company (société à responsabilité limitée) incorporated under the laws of the Grand-Duchy of Luxembourg having its registered office at 6, rue Jean Monnet, L-2180 Luxembourg, registered with the Luxembourg Register of Commerce and Companies under number B 145.883 with a share capital of $20,000, WARNER CHILCOTT COMPANY, LLC, a limited liability company organized under the laws of the Commonwealth of Puerto Rico, WARNER CHILCOTT FINANCE, LLC, a Delaware limited liability compa
FORM OF STOCKHOLDERS AGREEMENTForm of Stockholders Agreement • July 28th, 2015 • Allergan PLC • Pharmaceutical preparations • New York
This Stockholders Agreement (this “Agreement”) is dated and effective as of [●], 2015 between and among Teva Pharmaceutical Industries Ltd., a company incorporated under the laws of Israel (the “Company”) and Allergan plc, a company incorporated under the laws of Ireland (the “Shareholder”). The Company and the Shareholder are referred to in this Agreement individually as a “Party” and collectively as the “Parties.”
INSTRUCTIONS Restricted Stock Units A Long Term Incentive Award (The Agreement begins after this page)Award Agreement • August 5th, 2014 • Actavis PLC • Pharmaceutical preparations
You will be deemed to have accepted this Restricted Stock Unit award and agreed to be bound by the terms and conditions of the Notice of Grant and Signature Page, the Restricted Stock Unit Agreement and the Plan (as defined in such Notice) unless you inform the Company in writing that you wish to decline the Restricted Stock Unit award.
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • September 29th, 2016 • Allergan PLC • Pharmaceutical preparations • Delaware
This TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of September 19, 2016, is entered into by and among Allergan Holdco US, Inc., a Delaware corporation (“Parent”), Sapphire Acquisition Corp., a Delaware corporation and a direct wholly owned subsidiary of Parent (“Purchaser”), and each of the individuals or entities set forth on Schedule A hereto (each, a “Stockholder”). All terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • October 8th, 2014 • Actavis PLC • Pharmaceutical preparations • Delaware
This TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of October 5, 2014, is entered into by and among Actavis W.C. Holding Inc., a Delaware corporation (“Parent”), Delaware Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Parent (“Merger Sub”), and each of the persons set forth on Schedule A hereto (each, a “Stockholder”). All terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • July 2nd, 2015 • Allergan PLC • Pharmaceutical preparations • Delaware
This AMENDMENT NO. 1 (this “Amendment”), dated as of July 1, 2015, to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of June 17, 2015, is by and among Allergan plc, a company incorporated under the laws of Ireland (formerly known as Actavis plc) (“Parent”), Keto Merger Sub, Inc., a Delaware corporation and an indirect wholly owned subsidiary of Parent (“Merger Sub”), and KYTHERA Biopharmaceuticals, Inc., a Delaware corporation (the “Company”). Parent, Merger Sub and the Company are each sometimes referred to collectively as the “Parties.”
CONTINGENT VALUE RIGHTS AGREEMENTContingent Value Rights Agreement • November 17th, 2014 • Actavis PLC • Pharmaceutical preparations • Delaware
THIS CONTINGENT VALUE RIGHTS AGREEMENT, dated as of November 17, 2014 (this “Agreement”), is entered into by and between Actavis W.C. Holding Inc., a Delaware corporation (“Parent”), and Computershare Inc. (“Computershare”) and its wholly-owned subsidiary, Computershare Trust Company, N.A. (together, the “Rights Agent”).
TERMINATION AGREEMENTTermination Agreement • April 6th, 2016 • Allergan PLC • Pharmaceutical preparations • Delaware
This TERMINATION AGREEMENT (this “Agreement”), dated as of April 6, 2016, is by and among Pfizer Inc., a Delaware corporation (the “Company”), Allergan plc, an Irish public limited company (“Parent”), Watson Merger Sub Inc., a Delaware corporation and a direct wholly owned Subsidiary of Parent (“Merger Sub”), and Allergan Medical GmbH (f/k/a Allergan Medical S.À.R.L.), a wholly owned Subsidiary of Parent (“Medical”) (each, a “Party” and collectively, the “Parties”).
FOURTH SUPPLEMENTAL INDENTUREFourth Supplemental Indenture • January 2nd, 2018 • Allergan PLC • Pharmaceutical preparations • New York
This Fourth Supplemental Indenture, dated as of January 1, 2018 (this “Supplemental Indenture”), among Allergan Sales, LLC, a Delaware limited liability company (the “Company”), as successor in interest to Forest Laboratories, LLC, a Delaware limited liability company (“Forest Labs”), Allergan plc, an Irish public limited company, as guarantor (the “Parent Guarantor”), and Wells Fargo Bank, National Association, a national banking association, as Trustee (the “Trustee”) under the Indenture referred to below.
SECOND AMENDMENT TO MASTER PURCHASE AGREEMENTMaster Purchase Agreement • July 13th, 2016 • Allergan PLC • Pharmaceutical preparations
This Second Amendment (this “Amendment”) to the Master Purchase Agreement dated as of July 26, 2015, as amended on June 9, 2016 (the “Agreement”), by and between Teva Pharmaceutical Industries Ltd., a company organized under the laws of Israel (“Buyer Parent”), and Allergan plc, a public company limited by shares organized under the laws of Ireland (“Seller Parent”), is dated as of July 5, 2016.
THIRD AMENDMENT TO MASTER PURCHASE AGREEMENTMaster Purchase Agreement • July 13th, 2016 • Allergan PLC • Pharmaceutical preparations
This Third Amendment (this “Amendment”) to the Master Purchase Agreement dated as of July 26, 2015, as amended on June 9, 2016 and July 5, 2016 (the “Agreement”), by and between Teva Pharmaceutical Industries Ltd., a company organized under the laws of Israel (“Buyer Parent”), and Allergan plc, a public company limited by shares organized under the laws of Ireland (“Seller Parent”), is dated as of July 11, 2016.
FIRST AMENDMENT TO MASTER PURCHASE AGREEMENTMaster Purchase Agreement • July 13th, 2016 • Allergan PLC • Pharmaceutical preparations
This First Amendment (this “Amendment”) to the Master Purchase Agreement (the “Agreement”) dated as of July 26, 2015, by and between Teva Pharmaceutical Industries Ltd., a company organized under the laws of Israel (“Buyer Parent”), and Allergan plc, a public company limited by shares organized under the laws of Ireland (“Seller Parent”), is dated as of June 9, 2016.
AMENDMENT TO THE U.S. AMENDMENT AGREEMENTAgreement • February 25th, 2014 • Actavis PLC • Pharmaceutical preparations • Ohio
This Amendment to the U.S. Amendment Agreement (this “Amendment”), effective as of October 28, 2013 (the “Amendment Effective Date”), is entered into between Warner Chilcott Company, LLC, a limited liability company organized and existing under the laws of Puerto Rico with a place of business at Union Street, Road 195 Km 1.1, Fajardo, PR 00738 (“WC”), and Sanofi-Aventis U.S. LLC, a corporation organized under the laws of the state of Delaware with a place of business at 300 Somerset Corporate Blvd, Bridgewater, New Jersey 09907 (“S-A”) (WC and S-A are individually referred to herein as a “Party” and collectively as the “Parties”). All capitalized terms used herein, unless otherwise defined herein, shall have the meanings given them in the U.S. Amendment andJor in the Collaboration Agreement (as defined below).
THIRD SUPPLEMENTAL INDENTUREThird Supplemental Indenture • October 2nd, 2013 • Actavis PLC • Pharmaceutical preparations • New York
This Supplemental Indenture, dated as of October 1, 2013 (this “Supplemental Indenture” or “Guarantee”), among Actavis plc (the “New Guarantor”), Warner Chilcott Company, LLC (the “Company”) and Warner Chilcott Finance LLC (together with the Company and their respective successors and assigns, the “Issuers”) and Wells Fargo Bank, National Association, as Trustee under the Indenture referred to below.
CONFIDENTIALITY AGREEMENTConfidentiality Agreement • September 26th, 2016 • Allergan PLC • Pharmaceutical preparations • Delaware
This CONFIDENTIALITY AGREEMENT (“Agreement”) is being entered into as of August 17, 2016 between Vitae Pharmaceuticals, Inc., a Delaware corporation (“Vitae”), and Allergan, Inc., a Delaware corporation (“Allergan” and with Vitae referred to collectively as the “Parties” and individually as a “Party”).
ContractSeparation Agreement • May 11th, 2015 • Actavis PLC • Pharmaceutical preparations • New Jersey
This Separation Agreement must be executed and delivered to the attention of Eric Stern, VP, Compensation and Benefits, Actavis, Inc. 400 Interpace Parkway, Parsippany, NJ 07054 by March 24, 2015.
AGREEMENT OF JOINT FILINGAgreement of Joint Filing • September 29th, 2016 • Allergan PLC • Pharmaceutical preparations
This joint filing agreement (this “Agreement”) is made and entered into as of this 29th day of September, 2016, by and among Allergan plc, Allergan Holdco US, Inc. and Sapphire Acquisition Corp.
AMIT PATEL and MEETA PATEL (as Vendors) ACTAVIS HOLDINGS UK LIMITED (as Purchaser) ACTAVIS PLC (as Guarantor) SHARE PURCHASE AGREEMENT related to AUDEN MCKENZIE HOLDINGS LIMITED London EC2M 3XF United Kingdom Tel: +44.20.7710.1000Share Purchase Agreement • January 29th, 2015 • Actavis PLC • Pharmaceutical preparations • England and Wales
The Vendors wish to sell and the Purchaser wishes to acquire the entire issued share capital of the Company subject to the terms of this Agreement.
ALLERGAN LETTERHEAD]Allergan PLC • July 13th, 2016 • Pharmaceutical preparations
INSTRUCTIONS Restricted Stock Units A Long Term Incentive Award (The Agreement begins after this page)Restricted Stock Units • May 11th, 2015 • Actavis PLC • Pharmaceutical preparations
You will be deemed to have accepted this Restricted Stock Unit award and agreed to be bound by the terms and conditions of the Notice of Grant, the Restricted Stock Unit Agreement and the Plan (as defined in such Notice) unless you inform the Company in writing that you wish to decline the Restricted Stock Unit award.
AGREEMENT OF JOINT FILINGAgreement of Joint Filing • November 13th, 2017 • Allergan PLC • Pharmaceutical preparations
This joint filing agreement (this “Agreement”) is made and entered into as of this 10th day of November, 2017, by and among Allergan Holdings B1, Inc., Allergan W.C. Holding Inc., Warner Chilcott Limited, Allergan WC Holdings Ireland Limited (formerly known as Warner Chilcott plc) and Allergan plc.
SECOND AMENDED AND RESTATED ACTAVIS REVOLVING CREDIT AND GUARANTY AGREEMENT dated as of June 30, 2014 among ACTAVIS PLC, as Ultimate Parent, WARNER CHILCOTT LIMITED, as Intermediate Parent, ACTAVIS CAPITAL S.À R.L., as Borrower, ACTAVIS, INC., and...Credit and Guaranty Agreement • July 3rd, 2014 • Actavis PLC • Pharmaceutical preparations • New York
This SECOND AMENDED AND RESTATED ACTAVIS REVOLVING LOAN CREDIT AND GUARANTY AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) is entered into as of June 30, 2014, by ACTAVIS CAPITAL S.À R.L. (f/k/a ACTAVIS WC HOLDING S.À R.L.), a private limited liability company (société à responsabilité limitée) incorporated under the laws of the Grand Duchy of Luxembourg having its registered office at 46A, avenue J.F. Kennedy, L-1855 Luxembourg, registered with the Luxembourg Registrar of Commerce and Companies under number B 178.410 with a share capital of $171,656, ACTAVIS, INC., a Nevada corporation (“Actavis”), ACTAVIS FUNDING SCS, a limited partnership (société en commandite simple) organized under the laws of the Grand Duchy of Luxembourg having its registered office at 46A, avenue J.F. Kennedy, L-1855 Luxembourg, registered with the Luxembourg Registrar of Commerce and Companies under number B 187.310 with a share capital of $20,000 (“Ac
