FORM OF INTELLECTUAL PROPERTY AND TECHNOLOGY LICENSE AGREEMENTIntellectual Property and Technology License Agreement • August 2nd, 2018 • Elanco Animal Health Inc • Pharmaceutical preparations • Indiana
THIS INTELLECTUAL PROPERTY AND TECHNOLOGY LICENSE AGREEMENT (this “Agreement”), dated as of [·], 2018 (the “Effective Date”), is entered into by and among Eli Lilly and Company, a corporation organized under the laws of Indiana (“Lilly”), on behalf of itself and the Lilly Subsidiaries; Elanco Animal Health Incorporated, a corporation organized under the laws of Indiana (“Elanco”), on behalf of itself and the Elanco Subsidiaries; and, solely for the purposes of Section 8.01(d), Elanco US Inc., a corporation organized under the laws of Delaware (“Elanco US”).
FORM OF TAX MATTERS AGREEMENT BY AND BETWEEN ELI LILLY AND COMPANY AND ELANCO ANIMAL HEALTH INCORPORATEDTax Matters Agreement • August 2nd, 2018 • Elanco Animal Health Inc • Pharmaceutical preparations • Indiana
This TAX MATTERS AGREEMENT (this “Agreement”), dated as of [·], 2018, is by and between Eli Lilly and Company, an Indiana corporation (“Lilly”), and Elanco Animal Health Incorporated, an Indiana corporation (the “Company”) (Lilly and the Company are sometimes collectively referred to herein as the “Parties” and, as the context requires, individually referred to herein as a “Party”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in the Master Separation Agreement by and between Lilly and the Company, dated as of the date hereof (the “Separation Agreement”).
ELANCO UK AH LIMITED AND ELI LILLY EXPORT S.A.Manufacturing and Supply Agreement • August 2nd, 2018 • Elanco Animal Health Inc • Pharmaceutical preparations
THIS TOLL MANUFACTURING AND SUPPLY AGREEMENT (this “Agreement”), dated as of [•], 2018 (the “Effective Date”), is entered into by and between Elanco UK AH Limited, a corporation organized under the laws of the United Kingdom (the “Supplier”), and Eli Lilly Export S.A., a company organized under the laws of Switzerland (the “Purchaser”) (Supplier and Purchaser hereinafter referred to individually as a “Party” or collectively as the “Parties”).
FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 2nd, 2018 • Elanco Animal Health Inc • Pharmaceutical preparations • New York
This REGISTRATION RIGHTS AGREEMENT, dated as of [·], 2018 (this “Agreement”), is by and between Elanco Animal Health Incorporated, an Indiana corporation (“Elanco”), and Eli Lilly and Company, an Indiana corporation (“Eli Lilly”).
Re: Director Letter AgreementElanco Animal Health Inc • August 2nd, 2018 • Pharmaceutical preparations
In connection with your appointment by the board of directors (the “Board”) of Emu Holdings Company (the “Company”) as a director and independent chairman of the Board, this letter agreement (this “Agreement”) sets forth the proposed arrangements for your services.
FORM OF TRANSITIONAL SERVICES AGREEMENTTransitional Services Agreement • August 2nd, 2018 • Elanco Animal Health Inc • Pharmaceutical preparations • Indiana
This Transitional Services Agreement (this “Agreement”), dated as of [·], 2018, is entered into by and between Eli Lilly and Company, an Indiana corporation (“Lilly”) and Elanco Animal Health Incorporated, an Indiana corporation (the “Company”) (each, a “Party” and collectively, the “Parties”).
FORM OF TRANSITIONAL TRADEMARK LICENSE AGREEMENTForm of Transitional Trademark License Agreement • August 2nd, 2018 • Elanco Animal Health Inc • Pharmaceutical preparations • Indiana
This TRANSITIONAL TRADEMARK LICENSE AGREEMENT (this “Agreement”), dated as of [·], 2018 and effective as of the Effective Date (as defined in the Separation Agreement), is entered into by and among Eli Lilly and Company, an Indiana corporation (the “Licensor”); Elanco Animal Health Incorporated, an Indiana corporation (the “Licensee”); and, solely for the purposes of Section 11(a)(iii), Elanco US Inc., a Delaware corporation (“Elanco US”).
FORM OF EMPLOYEE MATTERS AGREEMENTForm of Employee Matters Agreement • August 2nd, 2018 • Elanco Animal Health Inc • Pharmaceutical preparations • Indiana
This EMPLOYEE MATTERS AGREEMENT (this “Agreement”), dated as of [·], 2018, is by and between Eli Lilly and Company, an Indiana corporation (“Lilly”) and Elanco Animal Health Incorporated, an Indiana corporation (the “Company”). Lilly and the Company are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
