Organon & Co. Sample Contracts

INDENTURE Dated as of April 22, 2021 among ORGANON FINANCE 1 LLC, (with obligations to be assumed by ORGANON & CO., as Issuer, and ORGANON FOREIGN DEBT CO-ISSUER B.V. as Co-Issuer), and U.S. BANK NATIONAL ASSOCIATION, as Trustee, 5.125% SENIOR NOTES...
Indenture • June 3rd, 2021 • Organon & Co. • Pharmaceutical preparations • New York

This INDENTURE, dated as of April 22, 2021, is among Organon Finance 1 LLC (the “Escrow Issuer”), a Delaware limited liability company, with obligations to be assumed by Organon & Co., a Delaware corporation and Organon Foreign Debt Co-Issuer B.V., a Dutch private limited company (besloten vennootschap met beperkte aansprakelijkheid), and U.S. Bank National Association, as trustee (the “Trustee”).

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INDEMNIFICATION AGREEMENT
Indemnification Agreement • April 14th, 2021 • Organon & Co. • Pharmaceutical preparations • Delaware

This Indemnification Agreement (this “Agreement”) is entered into as of , 2021 (the “Effective Date”) by and between Organon & Co., a Delaware corporation (the “Company”), and (the “Indemnitee”).

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INDENTURE Dated as of April 22, 2021 among ORGANON FINANCE 1 LLC, (with obligations to be assumed by ORGANON & CO., as Issuer, and ORGANON FOREIGN DEBT CO-ISSUER B.V. as Co-Issuer), U.S. BANK NATIONAL ASSOCIATION, as Trustee and Collateral Agent, and...
Indenture • June 3rd, 2021 • Organon & Co. • Pharmaceutical preparations • New York

This INDENTURE, dated as of April 22, 2021, is among Organon Finance 1 LLC (the “Escrow Issuer”), a Delaware limited liability company, with obligations to be assumed by Organon & Co., a Delaware corporation and Organon Foreign Debt Co-Issuer B.V., a Dutch private limited company (besloten vennootschap met beperkte aansprakelijkheid), U.S. Bank National Association, as trustee (the “Trustee”) and collateral agent (the “Collateral Agent”) and Elavon Financial Services DAC, UK Branch, as the principal paying agent, transfer agent and registrar (the “Principal Paying Agent”).

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FORM OF INDEMNIFICATION AGREEMENT
Form of Indemnification Agreement • June 3rd, 2021 • Organon & Co. • Pharmaceutical preparations • Delaware

This Indemnification Agreement (this “Agreement”) is entered into as of , 2021 (the “Effective Date”) by and between Organon & Co., a Delaware corporation (the “Company”), and (the “Indemnitee”).

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EMPLOYEE MATTERS AGREEMENT BY AND BETWEEN MERCK & CO., INC. AND ORGANON & CO. DATED AS OF JUNE 2, 2021
Employee Matters Agreement • June 3rd, 2021 • Organon & Co. • Pharmaceutical preparations

This EMPLOYEE MATTERS AGREEMENT dated as of June 2, 2021, is by and between Merck & Co., Inc., a New Jersey corporation (“Merck”) and Organon & Co., a Delaware corporation (“Organon”) (each a “Party” and together, the “Parties”).

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MERCK TO ORGANON TRANSITION SERVICES AGREEMENT
Organon Transition Services Agreement • June 3rd, 2021 • Organon & Co. • Pharmaceutical preparations • New York

This Transition Services Agreement (this “Agreement”), dated as of June 2, 2021 (the “Effective Date”) is entered into by and between Organon LLC, a Delaware limited liability company (“Organon”), and MSD International GmbH, a limited liability company organized under the laws of Switzerland (“Merck” and together with Organon, each a “Party” and collectively, the “Parties”).

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TAX MATTERS AGREEMENT by and between MERCK & CO., INC. and ORGANON & CO.
Tax Matters Agreement • June 3rd, 2021 • Organon & Co. • Pharmaceutical preparations • Delaware

This Tax Matters Agreement (the “Agreement”) is entered into as of the 2 day of June, 2021, by and between Merck & Co., Inc. (“Merck”), a New Jersey corporation, and Organon & Co. (“Organon” and, together with Merck, the “Parties”), a Delaware corporation.

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FIRST SUPPLEMENTAL INDENTURE
Supplemental Indenture • June 3rd, 2021 • Organon & Co. • Pharmaceutical preparations • New York

First Supplemental Indenture (this “Supplemental Indenture”), dated as of June 2, 2021, among Organon & Co., a Delaware corporation (the “Company” or the “Issuer”) and Organon Foreign Debt Co-Issuer B.V., a subsidiary of the Company and a Dutch private limited company (besloten vennootschap met beperkte aansprakelijkheid) registered with the trade register of the Dutch Chamber of Commerce under trade register number 82563098 (the “Co-Issuer”), Organon Finance 1 LLC (the “Escrow Issuer”) and U.S. Bank National Association, as trustee (the “Trustee”) and collateral agent (the “Collateral Agent”).

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SEPARATION AND DISTRIBUTION AGREEMENT BY AND BETWEEN MERCK & CO., INC. AND ORGANON & CO. DATED AS OF JUNE 2, 2021
Separation and Distribution Agreement • June 3rd, 2021 • Organon & Co. • Pharmaceutical preparations • Delaware

This SEPARATION AND DISTRIBUTION AGREEMENT, dated as of June 2, 2021, is by and between Merck & Co., Inc., a New Jersey corporation (“Merck”), and Organon & Co., a Delaware corporation (“Organon”) (each a “Party” and together, the “Parties”).

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AMENDMENT NO. 6 TO DEVELOPMENT AND COMMERCIALIZATION AGREEMENT
Development and Commercialization Agreement • April 14th, 2021 • Organon & Co. • Pharmaceutical preparations

This Amendment No. 6 to Development and Commercialization Agreement (this “Amendment No. 6”) is effective as of December 19, 2018 (the “Amendment Date”) and is entered into by and between:

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Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. SUPPLEMENTAL LICENSE AGREEMENT (NEXPLANON ROD TECHNOLOGY)
Supplemental License Agreement • March 21st, 2022 • Organon & Co. • Pharmaceutical preparations • New York

This Supplemental License Agreement (this “Agreement”), dated as of 13 December 2021 (the “Effective Date”) is entered into by and between N.V. Organon, a private company with limited liability incorporated under the laws of the Netherlands (“Licensee”), and MERCK SHARP & DOHME B.V., a private company with limited liability incorporated under the laws of the Netherlands (“Licensor” and together with Licensee, each a “Party” and collectively, the “Parties”).

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ORGANON TO MERCK TRANSITION SERVICES AGREEMENT
Merck Transition Services Agreement • June 3rd, 2021 • Organon & Co. • Pharmaceutical preparations • New York

This Transition Services Agreement (this “Agreement”), dated as of June 2, 2021 (the “Effective Date”) is entered into by and between Merck Sharp & Dohme Corp., a New Jersey corporation (“Merck”), and Organon International GmbH, a limited liability company organized under the laws of Switzerland (“Organon” and together with Merck, each a “Party” and collectively, the “Parties”).

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AMENDMENT NO. 1 TO DEVELOPMENT AND COMMERCIALIZATION AGREEMENT
Development and Commercialization Agreement • April 14th, 2021 • Organon & Co. • Pharmaceutical preparations

This Amendment No. 1 to Development and Commercialization Agreement (this “Amendment”) is effective as of July 21, 2014 (the “Amendment Date”), and is entered into by and between SAMSUNG BIOEPIS CO., LTD., a corporation organized and existing under the laws of the Republic of Korea (“Samsung”) and MERCK SHARP & DOHME CORP., a corporation organized and existing under the laws of the State of New Jersey, USA (“Merck”).

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FIRST SUPPLEMENTAL INDENTURE
Supplemental Indenture • June 3rd, 2021 • Organon & Co. • Pharmaceutical preparations • New York

First Supplemental Indenture (this “Supplemental Indenture”), dated as of June 2, 2021, among Organon & Co., a Delaware corporation (the “Company” or the “Issuer”) and Organon Foreign Debt Co-Issuer B.V., a subsidiary of the Company and a Dutch private limited company (besloten vennootschap met beperkte aansprakelijkheid) registered with the trade register of the Dutch Chamber of Commerce under trade register number 82563098 (the “Co-Issuer”), Organon Finance 1 LLC (the “Escrow Issuer”) and U.S. Bank National Association, as trustee (the “Trustee”).

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AMENDMENT NO. 5 TO DEVELOPMENT AND COMMERCIALIZATION AGREEMENT
Development and Commercialization Agreement • April 14th, 2021 • Organon & Co. • Pharmaceutical preparations

This Amendment No. 5 to Development and Commercialization Agreement (this “Amendment No. 5”) is effective as of October 15, 2018 (the “Amendment Effective Date”) and is entered into by and between:

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AMENDMENT NO. 2 TO DEVELOPMENT AND COMMERCIALIZATION AGREEMENT
Development and Commercialization Agreement • April 14th, 2021 • Organon & Co. • Pharmaceutical preparations

This Amendment No. 2 to Development and Commercialization Agreement (this “Amendment No. 2”) is effective as of Aug 2, 2017 (the “Amendment Date”), and is entered into by and between SAMSUNG BIOEPIS CO., LTD., a corporation organized and existing under the laws of the Republic of Korea (“Samsung”) and MERCK SHARP & DOHME CORP., a corporation organized and existing under the laws of the State of New Jersey, USA (“Merck”).

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AMENDMENT NO. 3 TO DEVELOPMENT AND COMMERCIALIZATION AGREEMENT
Development and Commercialization Agreement • April 14th, 2021 • Organon & Co. • Pharmaceutical preparations

This Amendment No. 3 to Development and Commercialization Agreement (this “Amendment No. 3) is effective as of October 1, 2017 (the “Amendment Effective Date”) and is entered into by and between:

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SPECIFIED TECHNOLOGY LICENSE AGREEMENT (NEXPLANON ROD TECHNOLOGY)
Technology License Agreement • March 17th, 2021 • Organon & Co. • Pharmaceutical preparations • New York

This Specified Technology License Agreement (this “Agreement”), dated as of October 28, 2020 (the “Effective Date”) is entered into by and between MERCK SHARP & DOHME B.V., a private company with limited liability incorporated under the laws of the Netherlands (“Licensee”), and MSD RT B.V., a private company with limited liability incorporated under the laws of the Netherlands (“Licensor” and together with Licensee, each a “Party” and collectively, the “Parties”).

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DEVELOPMENT AND COMMERCIALIZATION AGREEMENT by and between SAMSUNG BIOEPIS CO., LTD. and MERCK SHARP & DOHME CORP.
Development and Commercialization Agreement • April 14th, 2021 • Organon & Co. • Pharmaceutical preparations • New York

This Development and Commercialization Agreement (this “Agreement”) is effective as of February 18, 2013 (the “Effective Date”), and is entered into by and between SAMSUNG BIOEPIS CO., LTD., a corporation organized and existing under the laws of the Republic of Korea (“Samsung”) and MERCK SHARP & DOHME CORP., a corporation organized and existing under the laws of the State of New Jersey, USA (“Merck”).

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AMENDMENT NO. 7 TO DEVELOPMENT AND COMMERCIALIZATION AGREEMENT
Development and Commercialization Agreement • April 14th, 2021 • Organon & Co. • Pharmaceutical preparations

This Amendment No. 7 to Development and Commercialization Agreement (this “Amendment No. 7) is effective as of May 15, 2020 (the “Amendment Effective Date”) and is entered into by and between:

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AMENDMENT NO. 4 TO DEVELOPMENT AND COMMERCIALIZATION AGREEMENT
Development and Commercialization Agreement • April 14th, 2021 • Organon & Co. • Pharmaceutical preparations

This Amendment No. 4 to Development and Commercialization Agreement (this “Amendment No. 4”) is effective as of September 1, 2018 (the “Amendment Effective Date”) and is entered into by and between:

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