SEPARATION AND DISTRIBUTION AGREEMENT BY AND BETWEEN BAXTER INTERNATIONAL INC. AND BAXALTA INCORPORATED DATED AS OF [—], 2015Separation and Distribution Agreement • April 10th, 2015 • Baxalta Inc • Pharmaceutical preparations • Delaware
THIS SEPARATION AND DISTRIBUTION AGREEMENT, dated as of [—], 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 AGREEMENTGalaxy License Agreement • April 10th, 2015 • Baxalta Inc • Pharmaceutical preparations
THIS LICENSE AGREEMENT (this “Agreement”), dated and effective as of [—], 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 [—], 2015S and Registration Rights Agreement • April 10th, 2015 • Baxalta Inc • Pharmaceutical preparations • Delaware
This Shareholder’s and Registration Rights Agreement (this “Agreement”) is made as of [—], 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 AGREEMENTEmployee 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”).
INDEMNIFICATION AGREEMENTIndemnification 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”).
SEVERANCE AGREEMENTSeverance 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”).
TRADEMARK LICENSE AGREEMENTTrademark License Agreement • April 10th, 2015 • Baxalta Inc • Pharmaceutical preparations
THIS TRADEMARK LICENSE AGREEMENT (this “Agreement”), dated and effective as of [—], 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 [—], 2015 by and between BAXTER INTERNATIONAL INC. and BAXALTA INCORPORATEDManufacturing and Supply Agreement • April 10th, 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 [—], 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 AFFILIATESTax 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.
FORM OF LONG TERM SERVICES AGREEMENT BY AND BETWEEN BAXTER INTERNATIONAL INC. AND BAXALTA INCORPORATED DATED AS OF [—], 2015Long Term Services Agreement • April 10th, 2015 • Baxalta Inc • Pharmaceutical preparations
THIS LONG TERM SERVICES AGREEMENT (this “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.
FORM OF TRANSITION SERVICES AGREEMENT BY AND BETWEEN BAXTER INTERNATIONAL INC. AND BAXALTA INCORPORATED DATED AS OF [—], 2015Transition 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.
