EXECUTION VERSION SCHERING-PLOUGH CORPORATION 6.00% MANDATORY CONVERTIBLE PREFERRED STOCK UNDERWRITING AGREEMENTUnderwriting Agreement • August 10th, 2004 • Schering Plough Corp • Pharmaceutical preparations • New York
THE BANK OF NEW YORK Rights Agent Rights AgreementRights Agreement • July 14th, 1997 • Schering Plough Corp • Pharmaceutical preparations • New Jersey
Exhibit 99.2 EMPLOYMENT AGREEMENT AGREEMENT, by and between Schering-Plough Corporation, a New Jersey corporation (the "Company") and Fred Hassan (the "Executive"), dated as of the 20th day of April, 2003. 1. EMPLOYMENT PERIOD. The Company agrees to...Agreement • April 21st, 2003 • Schering Plough Corp • Pharmaceutical preparations • New Jersey
Exhibit 10(a) AMENDED AND RESTATED SERP RABBI TRUST THIS AGREEMENT, made as of the 22nd day of January, 1997 (the "Trust Agreement"), among SCHERING-PLOUGH CORPORATION, a corporation organized and existing under the laws of New Jersey (the "Company"),...Agreement • May 2nd, 1997 • Schering Plough Corp • Pharmaceutical preparations
andIndenture • March 2nd, 2004 • Schering Plough Corp • Pharmaceutical preparations • New York
RETIREMENT AGREEMENT This Retirement Agreement (this "Agreement") by and between Schering-Plough Corporation, a New Jersey corporation (the "Company") and Richard Jay Kogan (the "Executive"), is dated as of November 13, 2002. WHEREAS, the Executive...Retirement Agreement • November 13th, 2002 • Schering Plough Corp • Pharmaceutical preparations • New Jersey
Interest Payment Dates: June 1 and December 1, commencing June 1, 2004 Maturity Date: 2013 for the 10-Year Notes, and 2033 for the 30-Year Notes. Redemption provisions: Each of the Underwritten Securities will be redeemable as a whole or in part, at...Terms Agreement • November 28th, 2003 • Schering Plough Corp • Pharmaceutical preparations • New York
Exhibit 99.3 THIS FIRST AMENDMENT TO THE CHOLESTEROL GOVERNANCE AGREEMENT is made as of December 18, 2001, by and among MSP Distribution Services (C) LLC, MSP Marketing Services (C) LLC, MSP Technology (US) Company LLC, Merck Cardiovascular Health...Governance Agreement • October 21st, 2002 • Schering Plough Corp • Pharmaceutical preparations • Delaware
EMPLOYMENT AGREEMENTEmployment Agreement • February 28th, 2007 • Schering Plough Corp • Pharmaceutical preparations • New Jersey
AGREEMENT by and between Schering-Plough Corporation, a New Jersey corporation (the “Company”) and Thomas J. Sabatino, Jr., (the “Executive”), dated as of the 15th day of April, 2004.
Exhibit 10 (e) (iii) SECOND AMENDMENT TO EMPLOYMENT AGREEMENT THIS SECOND AMENDMENT to the Employment Agreement by and between SCHERING-PLOUGH CORPORATION, a New Jersey corporation (the "Company"), and HUGH A. D'ANDRADE (the "Employee") dated as of...Employment Agreement • February 28th, 1996 • Schering Plough Corp • Pharmaceutical preparations
AGREEMENT AND PLAN OF MERGER among: IMMUNE DESIGN CORP., a Delaware corporation; MERCK SHARP & DOHME CORP., a New Jersey corporation; and CASCADE MERGER SUB INC., a Delaware corporation Dated as of February 20, 2019Agreement and Plan of Merger • March 5th, 2019 • Merck & Co., Inc. • Pharmaceutical preparations • Delaware
THIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into as of February 20, 2019, by and among: Merck Sharp & Dohme Corp., a New Jersey corporation (“Parent”); Cascade Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”); and Immune Design Corp., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
Exhibit 10(a) THIRD AMENDMENT TO EMPLOYMENT AGREEMENT THIS THIRD AMENDMENT to the Employment Agreement by and between SCHERING-PLOUGH CORPORATION, a New Jersey corporation (the "Company"), and RICHARD J. KOGAN (the "Employee") dated as of September...Employment Agreement • November 9th, 1995 • Schering Plough Corp • Pharmaceutical preparations
EMPLOYMENT AGREEMENTEmployment Agreement • March 29th, 2002 • Schering Plough Corp • Pharmaceutical preparations • New Jersey
AGREEMENT by and between Schering-Plough Corporation, a New Jersey corporation (the "Company") and ___________(the "Executive"), dated as of the ___ day of _________, _____.
MERCK & CO., INC. Form of Debt Underwriting AgreementMerck & Co., Inc. • March 25th, 2021 • Pharmaceutical preparations • New York
Merck & Co., Inc., a New Jersey corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the firms named in Schedule I hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of $ principal amount of its % Notes due (the “Securities”).
ARTICLE I DEFINITIONSDistribution Agreement • May 3rd, 2004 • Schering Plough Corp • Pharmaceutical preparations • Pennsylvania
ARTICLE I DEFINITIONSDistribution Agreement • February 26th, 2004 • Schering Plough Corp • Pharmaceutical preparations • Pennsylvania
SCHERING-PLOUGH CORPORATION Underwriting AgreementUnderwriting Agreement • September 17th, 2007 • Schering Plough Corp • Pharmaceutical preparations • New York
Schering-Plough Corporation, a New Jersey corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”), for whom you are acting as representatives, (the “Representatives”) an aggregate of $1,000,000,000 principal amount of the 6.00% Senior Notes due 2017 (the “2017 Notes”) and $1,000,000,000 principal amount of the 6.55% Senior Notes due 2037 specified above (the “2037 Notes” and, together with the 2017 Notes, the “Securities”). The proceeds from the sale of the Securities are intended to be used to fund a portion of the purchase price for the Company’s planned acquisition of Organon BioSciences N.V., a Netherlands company (“Organon BioSciences”) pursuant to a Letter of Offer, dated March 12, 2007, between the Company and Akzo Nobel N.V., or, if the acquisition is not completed, for general corporate purposes.
CONFIDENTIALITY AGREEMENTConfidentiality Agreement • March 5th, 2019 • Merck & Co., Inc. • Pharmaceutical preparations • Delaware
THIS CONFIDENTIALITY AGREEMENT (“Agreement”) is being entered into as of December 4, 2018, between IMMUNE DESIGN CORP., a Delaware corporation (the “Company”), and Merck Sharp & Dohme Corp., a New Jersey corporation (“Counterparty”).
EMPLOYMENT AGREEMENTEmployment Agreement • December 21st, 2006 • Schering Plough Corp • Pharmaceutical preparations • New Jersey
AGREEMENT by and between Schering-Plough Corporation, a New Jersey corporation (the “Company”) and Robert J. Bertolini (the “Executive”), dated as of the 19th day of December, 2006. This Agreement is a restatement of and supersedes and replaces the change of control Employment Agreement between the Company and the Executive dated as of November 17, 2003. This Agreement does not alter the terms of the letter agreement between the Company and the Executive dated November 4, 2003 regarding the terms of the Executive’s employment with the Company, which letter agreement remains in full force and effect.
MERCK & CO., INC. Form of Debt Underwriting AgreementMerck & Co. Inc. • December 18th, 2009 • Pharmaceutical preparations • New York
Merck & Co., Inc., a New Jersey corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the firms named in Schedule I hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of $ principal amount of its % Notes due (the “Securities”).
EMPLOYMENT AGREEMENTEmployment Agreement • February 29th, 2008 • Schering Plough Corp • Pharmaceutical preparations • New Jersey
This Agreement is made by and between Schering-Plough Corporation, a New Jersey Corporation (the “Company”), and Brent Saunders (the “Executive”), as of the 19th day of December, 2006 (the “Commencement Date”). This Agreement is a restatement of and supersedes and replaces (i) the letter from the Company to Executive dated October 6, 2003 offering employment as Senior Vice President, Global Compliance and Business Practices and (ii) the change of control Employment Agreement between the Company and the Executive dated as of November 1, 2003.
MERCK & CO., INC. Form of Debt Underwriting AgreementMerck & Co., Inc. • March 29th, 2018 • Pharmaceutical preparations • New York
Merck & Co., Inc., a New Jersey corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the firms named in Schedule I hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of $ principal amount of its % Notes due (the “Securities”).
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • December 12th, 2008 • Schering Plough Corp • Pharmaceutical preparations
This FIRST AMENDMENT (the “Amendment”) to the Employment Agreement by and between Schering-Plough Corporation, a New Jersey Corporation (the “Company”), and Carrie S. Cox (the “Executive”), dated as of the 12th day of May, 2003 (the “Employment Agreement”), is made and entered into as of the 9th day of December, 2008.
BRIDGE LOAN AGREEMENT dated as of December 22, 2014 among MERCK & CO., INC., as Borrower, The LENDERS Party Hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent J.P. MORGAN SECURITIES LLC and DEUTSCHE BANK SECURITIES INC. Joint Lead Arrangers...Bridge Loan Agreement • December 22nd, 2014 • Merck & Co., Inc. • Pharmaceutical preparations • Delaware
WHEREAS, the Borrower has agreed to acquire (the “Acquisition”) Cubist Pharmaceuticals, Inc., a Delaware corporation (the “Target”), pursuant to that certain Agreement and Plan of Merger, dated as of December 8, 2014, by and among the Borrower, Mavec Corporation, a Delaware corporation and a wholly-owned subsidiary of the Borrower (“Purchaser”), and the Target (as amended, supplemented or otherwise modified from time to time, the “Acquisition Agreement”);
Exhibit 10(c) THIRD AMENDMENT TO EMPLOYMENT AGREEMENT THIS THIRD AMENDMENT to the Employment Agreement by and between SCHERING-PLOUGH CORPORATION, a New Jersey corporation (the "Company"), and HUGH A. D'ANDRADE (the "Employee") dated as of June 28,...Employment Agreement • May 8th, 1998 • Schering Plough Corp • Pharmaceutical preparations
CHANGE OF CONTROL EMPLOYMENT AGREEMENTChange of Control Employment Agreement • February 27th, 2009 • Schering Plough Corp • Pharmaceutical preparations • New Jersey
AGREEMENT by and between Schering-Plough Corporation, a New Jersey corporation (the “Company”) and , (the “Executive”), is dated as of the ___ day of , (the “Commencement Date”).
AGREEMENT AND PLAN OF MERGER by and among MERCK & CO., INC., SCHERING-PLOUGH CORPORATION, BLUE, INC., and PURPLE, INC.Agreement and Plan of Merger • March 11th, 2009 • Schering Plough Corp • Pharmaceutical preparations
THIS AGREEMENT AND PLAN OF MERGER is made as of March 8, 2009, by and among Merck & Co., Inc., a New Jersey corporation (“Mercury”), Schering-Plough Corporation, a New Jersey corporation (“Saturn”), Blue, Inc., a New Jersey corporation and a wholly owned subsidiary of Saturn (“Merger Sub 1”), and Purple, Inc., a New Jersey corporation and a wholly owned subsidiary of Saturn (“Merger Sub 2”). Capitalized terms used and not otherwise defined in this Agreement have the meanings set forth in Article IX.
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • December 12th, 2008 • Schering Plough Corp • Pharmaceutical preparations
This FIRST AMENDMENT (the “Amendment”) to the Employment Agreement by and between Schering-Plough Corporation, a New Jersey Corporation (the “Company”), and Thomas Koestler (the “Executive”), dated as of the 19th day of December, 2006 (the “Employment Agreement”), is made and entered into as of the 9th day of December, 2008.
Trustee PARTICIPATION RIGHTS AGREEMENTParticipation Rights Agreement • December 29th, 1995 • Schering Plough Corp • Pharmaceutical preparations • New York
SUPPLEMENT to employment AgreementEmployment Agreement • March 29th, 2002 • Schering Plough Corp • Pharmaceutical preparations
This SUPPLEMENT to the Employment Agreement by and between Schering-Plough Corporation, a New Jersey corporation (the "Company"), and Richard W. Zahn (the "Executive"), dated as of October 24, 1995 and amended as of September 28, 1999 and January 1, 2002 (as amended, the "Employment Agreement"), is dated as of the 1st day of January, 2002. Capitalized terms used but not defined in this Supplement have the meanings given to them in the Employment Agreement.
AMENDMENT TO LETTER AGREEMENT AND EMPLOYMENT AGREEMENTLetter Agreement and Employment Agreement • December 12th, 2008 • Schering Plough Corp • Pharmaceutical preparations
This AMENDMENT (the “Amendment”) to the offer letter from Schering-Plough Corporation, a New Jersey Corporation (the “Company”), and Robert Bertolini (the “Executive”), dated as of the 17th day of November, 2003 (the “Letter Agreement”), and the change of control Employment Agreement by and between the Company and the Executive, dated as of the 19th day of December, 2006, (the “Employment Agreement”) is made and entered into as of the 9th day of December, 2008.
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • April 15th, 2011 • Merck & Co. Inc. • Pharmaceutical preparations • Delaware
THIS TENDER AND SUPPORT AGREEMENT (this “Agreement”) dated as of April 5, 2011, is entered into by and among Merck & Co. Inc., a company formed under the laws of New Jersey (“Parent”), Monarch Transaction Corp., a Delaware corporation and wholly-owned Subsidiary of Parent (“Purchaser”) and Warburg Pincus Private Equity IX, L.P., a limited partnership organized under the laws of Delaware (“Stockholder”).
Joint Filing Agreement Pursuant to Rule 13d-1Joint Filing Agreement • February 2nd, 2022 • Merck & Co., Inc. • Pharmaceutical preparations
This agreement is made pursuant to Rule 13d-l(k)(1) under the Securities and Exchange Act of 1934, as amended (the “Act”) by and among the parties listed below, each referenced to herein as a “Joint Filer.” The Joint Filers agree that a statement of beneficial ownership as required by Sections 13(g) or 13(d) of the Act and the Rules thereunder may be filed on each of their behalf on Schedule 13G or Schedule 13D, as appropriate, and that said joint filing may thereafter be amended by further joint filings. The Joint Filers state that they each satisfy the requirements for making a joint filing under Rule 13d-1.
SIXTH AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • August 13th, 2002 • Schering Plough Corp • Pharmaceutical preparations
THIS SIXTH AMENDMENT to the Employment Agreement by and between SCHERING-PLOUGH CORPORATION, a New Jersey corporation (the "Company"), and RICHARD J. KOGAN (the "Employee"), dated as of September 26, 1989, as amended as of June 28, 1994, and as further amended as of March 1, 1995, and as further amended as of October 24, 1995, and as further amended as of February 25, 1998, and as further amended as of November 1, 1998 (as so amended, the "Employment Agreement") is made and entered into as of this 15th day of May, 2002.
AMENDMENT to employment agreementAgreement • March 29th, 2002 • Schering Plough Corp • Pharmaceutical preparations
This AMENDMENT to the Employment Agreement by and between Schering-Plough Corporation, a New Jersey corporation (the "Company"), and [Executive] (the "Executive"), dated as of the __ day of __________, ____- (the "Employment Agreement"), is dated as of the 1ST day of January, 2002.
