Baxalta Inc Sample Contracts

BAXALTA INCORPORATED and COMPUTERSHARE INC. and COMPUTERSHARE TRUST COMPANY, N.A. (collectively, as Rights Agent) RIGHTS AGREEMENT Dated as of June 30, 2015
Rights Agreement • June 30th, 2015 • Baxalta Inc • Pharmaceutical preparations • Delaware

RIGHTS AGREEMENT, dated as of June 30, 2015 (the “Agreement”), is between Baxalta Incorporated, a Delaware corporation (the “Company”), and Computershare Inc., a Delaware corporation (“Computershare”), and Computershare Trust Company, N.A., a federally chartered trust company (together with Computershare, the “Rights Agent”).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • June 23rd, 2015 • Baxalta Inc • Pharmaceutical preparations • New York

This REGISTRATION RIGHTS AGREEMENT dated June 23, 2015 (this “Agreement”) is entered into by and among Baxalta Incorporated, a Delaware corporation (the “Company”), Baxter International Inc., a Delaware corporation (the “Guarantor”), and Citigroup Global Markets Inc., Goldman, Sachs & Co., J.P. Morgan Securities LLC and UBS Securities LLC as representatives (collectively, the “Representatives”) of the initial purchasers listed in Schedule I to the Purchase Agreement (as defined below) (the “Initial Purchasers”).

U.S. $1,200,000,000 FIVE-YEAR CREDIT AGREEMENT Dated as of July 1, 2015 among BAXALTA INCORPORATED as Borrower THE FINANCIAL INSTITUTIONS NAMED HEREIN as Banks JPMORGAN CHASE BANK, NATIONAL ASSOCIATION as Administrative Agent and BANK OF AMERICA, N.A....
Credit Agreement • July 2nd, 2015 • Baxalta Inc • Pharmaceutical preparations • New York

Baxalta Incorporated, a Delaware corporation (the “Borrower”), the financial institutions listed on the signature pages of this Agreement under the heading “Banks” (such financial institutions and any successor financial institution that becomes a party to this Agreement pursuant to Section 2.05, 5.18 or 11.06, each a “Bank” and collectively, the “Banks”), and JPMorgan Chase Bank, National Association (“JPMorgan Chase”), as administrative agent hereunder (such administrative agent and any successor administrative agent appointed pursuant to Section 10.07, “Administrative Agent”), agree as follows:

SEPARATION AND DISTRIBUTION AGREEMENT BY AND BETWEEN BAXTER INTERNATIONAL INC. AND BAXALTA INCORPORATED DATED AS OF JUNE 30, 2015
Separation and Distribution Agreement • July 2nd, 2015 • Baxalta Inc • Pharmaceutical preparations • Delaware

THIS SEPARATION AND DISTRIBUTION AGREEMENT, dated as of June 30, 2015, is by and between Baxter International Inc., a Delaware corporation (“Baxter”), and Baxalta Incorporated, a Delaware corporation (“Baxalta”) (each a “Party” and together, the “Parties”).

GALAXY LICENSE AGREEMENT
Galaxy License Agreement • July 2nd, 2015 • Baxalta Inc • Pharmaceutical preparations

THIS LICENSE AGREEMENT (this “Agreement”), dated and effective as of June 30, 2015, by and among Baxter International Inc. (“Baxter”), a corporation organized under the laws of Delaware with a primary address at One Baxter Parkway, Deerfield, Illinois USA 60015 and Baxter Healthcare SA, a company organized under the laws of Switzerland with a primary address at Postfach, 8010 Zurich, Switzerland (each, a “Licensor” and collectively, the “Licensors”), and Baxalta Incorporated, a corporation organized under the laws of Delaware with a primary address at One Baxter Parkway, Deerfield, Illinois USA 60015 ( “Licensee”).

Shareholder’s and Registration Rights Agreement by and between Baxter International Inc. and Baxalta Incorporated Dated as of June 30, 2015
S and Registration Rights Agreement • July 2nd, 2015 • Baxalta Inc • Pharmaceutical preparations • Delaware

This Shareholder’s and Registration Rights Agreement (this “Agreement”) is made as of June 30, 2015, by and between Baxter International Inc., a Delaware corporation (“Baxter”), and Baxalta Incorporated, a Delaware corporation and wholly owned subsidiary of Baxter (“Baxalta”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Section 1.01.

FORM OF EMPLOYEE MATTERS AGREEMENT BY AND BETWEEN BAXTER INTERNATIONAL INC. AND BAXALTA INCORPORATED DATED AS OF [—], 2015 EMPLOYEE MATTERS AGREEMENT
Employee Matters Agreement • April 10th, 2015 • Baxalta Inc • Pharmaceutical preparations

This EMPLOYEE MATTERS AGREEMENT dated as of [—], 2015, is by and between BAXTER INTERNATIONAL INC., a Delaware corporation (“Baxter”), and BAXALTA INCORPORATED, a Delaware corporation (“Baxalta”).

Joint Filing Agreement
Joint Filing Agreement • February 29th, 2016 • Baxalta Inc • Pharmaceutical preparations

Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with the U.S. Securities and Exchange Commission (and, if such security is registered on a national securities exchange, also with the exchange) with respect to the common stock, par value $0.01 per share, of Onconova Therapeutics, Inc., and further agrees to the filing, furnishing, and/or incorporation by reference of this agreement as an exhibit thereto. This agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party.

INDEMNIFICATION AGREEMENT
Indemnification Agreement • April 10th, 2015 • Baxalta Inc • Pharmaceutical preparations • Delaware

This agreement is made and entered into on [ ], by and between Baxalta Incorporated, a Delaware corporation (the “Company”), and [ ] (“Indemnitee”).

Baxter International Inc. One Baxter Parkway Deerfield, Illinois 60015
Letter Agreement • January 11th, 2016 • Baxalta Inc • Pharmaceutical preparations • Delaware

This letter agreement is entered into on the date first set forth above by and among Shire plc, a company incorporated in Jersey (“Parent”), Baxalta Incorporated, a Delaware corporation (“Baxalta”), and Baxter International Inc., a Delaware corporation (“Baxter”) (this “Letter Agreement”). Reference is made to that certain Tax Matters Agreement, dated as of June 30, 2015, by and among Baxter, by and on behalf of itself and each Affiliate of Baxter, and Baxalta, by and on behalf of itself and each Affiliate of Baxalta (the “Tax Matters Agreement”) and that certain Shareholder’s and Registration Rights Agreement, dated as of June 30, 2015, by and between Baxter and Baxalta (the “Registration Rights Agreement”). Pursuant to a merger agreement to be entered into among Parent, BearTracks, Inc., a Delaware corporation, and Baxalta (the “Merger Agreement”), Parent will, directly or indirectly, acquire all of the outstanding shares of Baxalta Common Stock (the “Merger”), subject to the satisfa

SEVERANCE AGREEMENT
Severance Agreement • April 10th, 2015 • Baxalta Inc • Pharmaceutical preparations • Illinois

THIS AGREEMENT, dated , 2014, is made by and between Baxter International Inc., a Delaware corporation (the “Company”), and (the “Executive”).

Joint Filing Agreement
Joint Filing Agreement • February 29th, 2016 • Baxalta Inc • Pharmaceutical preparations

Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with the U.S. Securities and Exchange Commission (and, if such security is registered on a national securities exchange, also with the exchange) with respect to the common stock, no par value per share, of CTI Biopharma Corp., and further agrees to the filing, furnishing, and/or incorporation by reference of this agreement as an exhibit thereto. This agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party.

TRADEMARK LICENSE AGREEMENT
Trademark License Agreement • July 2nd, 2015 • Baxalta Inc • Pharmaceutical preparations

THIS TRADEMARK LICENSE AGREEMENT (this “Agreement”), dated and effective as of June 30, 2015 between BAXTER INTERNATIONAL INC., a corporation organized under the laws of the state of Delaware with a primary address at One Baxter Parkway, Deerfield, Illinois 60015 (“Baxter”), and BAXALTA INCORPORATED, a corporation organized under the laws of the State of Delaware with a primary address at One Baxter Parkway, Deerfield, Illinois 60015 (“Baxalta”). All references to Baxalta herein shall include its Subsidiaries (and its and their respective permitted sublicensees) unless the context clearly indicates otherwise.

MANUFACTURING AND SUPPLY AGREEMENT dated as of June 30, 2015 by and between BAXTER INTERNATIONAL INC. and BAXALTA INCORPORATED
Manufacturing and Supply Agreement • July 2nd, 2015 • Baxalta Inc • Pharmaceutical preparations

THIS MANUFACTURING AND SUPPLY AGREEMENT (together with each of the Schedules and Exhibits hereto, and each Joinder Agreement executed in connection herewith, this “Agreement”), dated as of June 30, 2015, is by and between Baxter International Inc., a Delaware corporation (“Baxter”), Baxalta Incorporated, a Delaware corporation (“Baxalta”) and each of their respective Subsidiaries (as defined in the Separation Agreement) that execute a Joinder Agreement (as defined herein) in accordance with the terms and conditions of this Agreement.

FORM OF TAX MATTERS AGREEMENT by and among BAXTER INTERNATIONAL INC. AND ITS AFFILIATES and BAXALTA INCORPORATED AND ITS AFFILIATES
Tax Matters Agreement • April 10th, 2015 • Baxalta Inc • Pharmaceutical preparations • Delaware

This Tax Matters Agreement (the “Agreement”) is entered into as of the day of , 2015, between Baxter International Inc. (“Baxter”), a Delaware corporation, by and on behalf of itself and each Affiliate of Baxter, and Baxalta Incorporated (“Baxalta” and, together with Baxter, the “Parties”), a Delaware corporation, by and on behalf of itself and each Affiliate of Baxalta.

BAXALTA INCORPORATED [•] Shares of Common Stock Underwriting Agreement
Underwriting Agreement • January 26th, 2016 • Baxalta Inc • Pharmaceutical preparations • New York

Chase Lincoln First Commercial Corporation, a Delaware corporation (the “Selling Stockholder”), proposes to sell to J.P. Morgan Securities LLC (the “Underwriter”) [•] shares (the “Shares”) of common stock, par value $0.01 per share (“Common Stock”), of Baxalta Incorporated, a Delaware corporation (the “Company”). The Common Stock, including the Shares, has associated therewith rights (the “Rights”) to purchase from the Company one one-thousandth of a share of Series A Junior Participating Preferred Stock, par value $0.01 per share, of the Company (the “Preferred Stock”) at a price of $200 per one one-thousandth of a share of Preferred Stock, subject to adjustment. The Rights were issued pursuant to a Rights Agreement (the “Rights Agreement”), dated as of June 30, 2015, among the Company and Computershare Trust Company, N.A. and Computershare Inc., collectively as rights agent.

INTERNATIONAL COMMERCIAL OPERATIONS AGREEMENT BY AND AMONG BAXALTA WORLD TRADE LLC BAXALTA GMBH BAXALTA HOLDING B.V. BAXTER WORLD TRADE CORPORATION BAXTER HEALTHCARE SA AND BAXTER HOLDING B.V. DATED AS OF JUNE 30, 2015
Operations Agreement • July 2nd, 2015 • Baxalta Inc • Pharmaceutical preparations • Delaware

THIS INTERNATIONAL COMMERCIAL OPERATIONS AGREEMENT, dated as of June 30, 2015, is by and among Baxalta World Trade LLC, a limited liability company organized under the laws of Delaware, United States of America (“Baxalta US”), Baxalta GmbH, a limited liability company organized under the laws of Switzerland (“Baxalta Swiss”), Baxalta Holding B.V., a private company with limited liability organized under the laws of the Netherlands (“Baxalta Netherlands” and, together with Baxalta US and Baxalta Swiss, “Baxalta Parties”), Baxter World Trade Corporation, a corporation organized under the laws of Delaware, United States of America (“Baxter US”), Baxter Healthcare SA, a stock company organized under the laws of Switzerland (“Baxter Swiss”) and Baxter Holding B.V., a private company with limited liability organized under the laws of the Netherlands (“Baxter Netherlands” and, together with Baxter US and Baxter Swiss, “Baxter Parties”).

LONG TERM SERVICES AGREEMENT BY AND BETWEEN BAXTER INTERNATIONAL INC. AND BAXALTA INCORPORATED DATED AS OF JUNE 30, 2015
Long Term Services Agreement • July 2nd, 2015 • Baxalta Inc • Pharmaceutical preparations • Delaware

THIS LONG TERM SERVICES AGREEMENT (this “Agreement”), dated as of June 30, 2015 is by and between BAXTER INTERNATIONAL INC., a Delaware corporation (“Baxter”), and BAXALTA INCORPORATED, a Delaware corporation (“Baxalta”) and each of their respective Subsidiaries (as defined in the Separation and Distribution Agreement) that execute a Joinder Agreement (as defined herein) in accordance with the terms and conditions of this Agreement.

AGREEMENT AND PLAN OF MERGER AMONG SHIRE PLC BEARTRACKS, INC. AND BAXALTA INCORPORATED Dated as of January 11, 2016
Agreement and Plan of Merger • January 11th, 2016 • Baxalta Inc • Pharmaceutical preparations • Delaware

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of January 11, 2016, is among Shire plc (“Parent”), a company incorporated in Jersey, BearTracks, Inc. (“Sub”), a Delaware corporation and a wholly-owned subsidiary of Parent, and Baxalta Incorporated (the “Company”), a Delaware corporation.

BAXALTA INCORPORATED, as Issuer, SHIRE PLC, as Guarantor, and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee SECOND SUPPLEMENTAL INDENTURE DATED as of June 3, 2016 TO THE INDENTURE DATED as of June 23, 2015 FLOATING RATE SENIOR NOTES DUE...
Baxalta Incorporated • June 3rd, 2016 • Baxalta Inc • Pharmaceutical preparations • New York

Second Supplemental Indenture (this “Second Supplemental Indenture”), dated as of June 3, 2016, among Shire plc, a Jersey public company (the “Shire Parent Guarantor”), Baxalta Incorporated, a Delaware corporation (the “Company”), and The Bank of New York Mellon Trust Company, N.A., as trustee under the Indenture referred to below (the “Trustee”).

SEVERANCE AGREEMENT
Severance Agreement • July 2nd, 2015 • Baxalta Inc • Pharmaceutical preparations • Illinois

THIS AGREEMENT, dated as of July 1, 2015 (the “Effective Date”), is made by and between Baxalta Incorporated, a Delaware corporation (the “Company”), and (the “Executive”).

RECONCILIATION AND TIE BETWEEN TRUST INDENTURE ACT OF 1939, AS AMENDED, AND INDENTURE CROSS-REFERENCE TABLE1
Baxalta Incorporated • June 23rd, 2015 • Baxalta Inc • Pharmaceutical preparations • New York

INDENTURE, dated as of June 23, 2015, between Baxalta Incorporated, a Delaware corporation (the “Company”), and The Bank of New York Mellon Trust Company, N.A., a national banking association duly incorporated and existing under the laws of the United States of America, as trustee (the “Trustee”).

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BAXALTA INCORPORATED AMENDMENT TO SEVERANCE AGREEMENT
Severance Agreement • November 12th, 2015 • Baxalta Inc • Pharmaceutical preparations • Illinois

THIS AMENDMENT to the Severance Agreement is dated as of November 11, 2015, by and between Baxalta Incorporated (the “Company”) and (the “Executive”), and amends that certain Severance Agreement, dated as of July 1, 2015 (the “Agreement”), by and between the Company and the Executive. All capitalized terms used but not otherwise defined herein shall have the meanings given such terms in the Agreement.

AMENDMENT TO RIGHTS AGREEMENT
Rights Agreement • January 11th, 2016 • Baxalta Inc • Pharmaceutical preparations • Delaware

THIS AMENDMENT, dated as of January 11, 2016 (this “Amendment”), amends the Rights Agreement, dated as of June 30, 2015 (the “Rights Agreement”), by and between Baxalta Incorporated, a Delaware corporation (the “Company”), Computershare Inc., a Delaware corporation (“Computershare”), and Computershare Trust Company, N.A., a federally chartered trust company (together with Computershare, the “Rights Agent”). All capitalized terms used but not defined in this Amendment shall have the meanings ascribed to them in the Rights Agreement.

FIRST AMENDMENT
First Amendment • November 12th, 2015 • Baxalta Inc • Pharmaceutical preparations

This FIRST AMENDMENT (this “Amendment”) dated as of November 12, 2015 is among Baxalta Incorporated, a Delaware corporation (the “Borrower”), JPMorgan Chase Bank, National Association, as administrative agent (in such capacity, the “Administrative Agent”) and the undersigned financial institutions.

FORM OF TRANSITION SERVICES AGREEMENT BY AND BETWEEN BAXTER INTERNATIONAL INC. AND BAXALTA INCORPORATED DATED AS OF [—], 2015
Transition Services Agreement • April 10th, 2015 • Baxalta Inc • Pharmaceutical preparations

THIS TRANSITION SERVICES AGREEMENT, dated as of [—], 2015 is by and between BAXTER INTERNATIONAL INC., a Delaware corporation (“Baxter”), and BAXALTA INCORPORATED, a Delaware corporation (“Baxalta”) and each of their respective Subsidiaries (as defined in the Separation and Distribution Agreement) that execute a Joinder Agreement (as defined herein) in accordance with the terms and conditions of this Agreement.

TRANSITION SERVICES AGREEMENT BY AND BETWEEN BAXTER INTERNATIONAL INC. AND BAXALTA INCORPORATED DATED AS OF JUNE 30, 2015
Transition Services Agreement • July 2nd, 2015 • Baxalta Inc • Pharmaceutical preparations • Delaware

THIS TRANSITION SERVICES AGREEMENT, dated as of June 30, 2015 is by and between BAXTER INTERNATIONAL INC., a Delaware corporation (“Baxter”), and BAXALTA INCORPORATED, a Delaware corporation (“Baxalta”) and each of their respective Subsidiaries (as defined in the Separation and Distribution Agreement) that execute a Joinder Agreement (as defined herein) in accordance with the terms and conditions of this Agreement.

1200 LAKESIDE DRIVE BANNOCKBURN, ILLINOIS OFFICE LEASE AGREEMENT BETWEEN HUB MID-WEST LLC, A DELAWARE LIMITED LIABILITY COMPANY (“LANDLORD”) AND BAXTER HEALTHCARE CORPORATION, A DELAWARE CORPORATION (“TENANT”)
Office Lease Agreement • May 29th, 2015 • Baxalta Inc • Pharmaceutical preparations

THIS OFFICE LEASE AGREEMENT (this “Lease”) is made and entered into as of February 20, 2015 (the “Effective Date”), by and between HUB MID-WEST LLC, a Delaware limited liability company (“Landlord”) and BAXTER HEALTHCARE CORPORATION, a Delaware corporation (“Tenant”).

EMPLOYEE MATTERS AGREEMENT BY AND BETWEEN BAXTER INTERNATIONAL INC. AND BAXALTA INCORPORATED DATED AS OF JUNE 30, 2015 EMPLOYEE MATTERS AGREEMENT
Employee Matters Agreement • July 2nd, 2015 • Baxalta Inc • Pharmaceutical preparations

This EMPLOYEE MATTERS AGREEMENT dated as of June 30, 2015, is by and between BAXTER INTERNATIONAL INC., a Delaware corporation (“Baxter”), and BAXALTA INCORPORATED, a Delaware corporation (“Baxalta”).

AMENDMENT TO THE SEVERANCE AGREEMENT
The Severance Agreement • January 11th, 2016 • Baxalta Inc • Pharmaceutical preparations • Delaware

This AMENDMENT TO THE SEVERANCE AGREEMENT (this “Amendment”) is made as of , 2016 by Baxalta Incorporated, a Delaware corporation (the “Company”), and [•] (the “Executive”).

Joint Filing Agreement
Joint Filing Agreement • February 5th, 2018 • Baxalta Inc • Pharmaceutical preparations

Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with the U.S. Securities and Exchange Commission (and, if such security is registered on a national securities exchange, also with the exchange) with respect to the common stock, no par value per share, of CTI Biopharma Corp., and further agrees to the filing, furnishing, and/or incorporation by reference of this agreement as an exhibit thereto. This agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party.

BAXALTA INCORPORATED [●] Shares of Common Stock Underwriting Agreement
Underwriting Agreement • March 15th, 2016 • Baxalta Inc • Pharmaceutical preparations • New York

Certain stockholders named in Schedule 2 hereto (collectively, the “Selling Stockholders”), propose to sell to J.P. Morgan Securities LLC (“J.P. Morgan”), Merrill Lynch, Pierce, Fenner & Smith Incorporated, Credit Suisse Securities (USA) LLC and UBS Securities LLC (collectively, the “Underwriters”) an aggregate of [●] shares (the “Shares”) of common stock, par value $0.01 per share (“Common Stock”), of Baxalta Incorporated, a Delaware corporation (the “Company”). The Common Stock, including the Shares, has associated therewith rights (the “Rights”) to purchase from the Company one one-thousandth of a share of Series A Junior Participating Preferred Stock, par value $0.01 per share, of the Company (the “Preferred Stock”) at a price of $200 per one one-thousandth of a share of Preferred Stock, subject to adjustment. The Rights were issued pursuant to a Rights Agreement, dated as of June 30, 2015 (and as amended pursuant to Amendment to Rights Agreement, dated as of January 11, 2016, the

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