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”).
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”).
FORM OF INDEMNIFICATION AGREEMENTForm 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”).
EMPLOYEE MATTERS AGREEMENT BY AND BETWEEN MERCK & CO., INC. AND ORGANON & CO. DATED AS OF JUNE 2, 2021Employee 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”).
MERCK TO ORGANON TRANSITION SERVICES AGREEMENTOrganon 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”).
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.
FIRST SUPPLEMENTAL INDENTURESupplemental 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”).
SEPARATION AND DISTRIBUTION AGREEMENT BY AND BETWEEN MERCK & CO., INC. AND ORGANON & CO. DATED AS OF JUNE 2, 2021Separation 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”).
ORGANON TO MERCK TRANSITION SERVICES AGREEMENTMerck 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”).
FIRST SUPPLEMENTAL INDENTURESupplemental 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”).
