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, 2015Separation 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 AGREEMENTGalaxy 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, 2015S 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.
TRADEMARK LICENSE AGREEMENTTrademark 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 INCORPORATEDManufacturing 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.
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, 2015Operations 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, 2015Long 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.
SEVERANCE AGREEMENTSeverance 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”).
TRANSITION SERVICES AGREEMENT BY AND BETWEEN BAXTER INTERNATIONAL INC. AND BAXALTA INCORPORATED DATED AS OF JUNE 30, 2015Transition 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.
EMPLOYEE MATTERS AGREEMENT BY AND BETWEEN BAXTER INTERNATIONAL INC. AND BAXALTA INCORPORATED DATED AS OF JUNE 30, 2015 EMPLOYEE MATTERS AGREEMENTEmployee 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”).
