Agreement of Joint FilingSun Pharmaceutical Industries LTD • May 30th, 2008 • Pharmaceutical preparations
The undersigned hereby agree that the Statement on Schedule 13D, dated July 2, 2007 (“Statement”), with respect to the Ordinary Shares par value NIS 0.0001 per share, of Taro Pharmaceutical Industries Ltd. is, and any amendments thereto executed by each of us shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d 1(k)(1) under the Securities and Exchange Act of 1934, as amended, and that this Agreement shall be included as an Exhibit to the Schedule 13D and each such amendment. Each of the undersigned agrees to be responsible for the timely filing of the Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning itself contained therein. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
AGREEMENT OF MERGERAgreement of Merger • January 17th, 2024 • Sun Pharmaceutical Industries LTD • Pharmaceutical preparations
This Agreement of Merger is made and entered into as of January 17, 2024 by and among Sun Pharmaceutical Industries Ltd., a corporation organized under the laws of India (“Parent”), Alkaloida Chemical Company ZRT (f/k/a Alkaloida Chemical Company Exclusive Group Limited) (“Alkaloida”), a corporation organized under the laws of Hungary and under the control of Parent, The Taro Development Corporation, a corporation organized under the laws of New York and under the control of Parent (“TDC”), Sun Pharma Holdings, a corporation organized under the laws of Mauritius and a direct wholly owned subsidiary of Parent (“SPH”), Libra Merger Ltd., an Israeli company under the control of Parent and a direct wholly owned subsidiary of Alkaloida, TDC and SPH (“Merger Sub”), and Taro Pharmaceutical Industries Ltd., an Israeli company (the “Company”). Certain capitalized terms used but not defined in this Agreement are defined in Exhibit A hereto.
AGREEMENT AND PLAN OF MERGER by and among SUN PHARMACEUTICAL INDUSTRIES, INC., SUN DEVELOPMENT CORPORATION I, THE TARO DEVELOPMENT CORPORATION, BARRIE LEVITT, and DAN MOROS Dated as of May 18, 2007Agreement and Plan of Merger • May 30th, 2008 • Sun Pharmaceutical Industries LTD • Pharmaceutical preparations • New York
This Agreement and Plan of Merger (this “Agreement”) is made and entered into as of May 18, 2007, by and among SUN PHARMACEUTICAL INDUSTRIES, INC., a Michigan corporation (“Parent”), SUN DEVELOPMENT CORPORATION I, a New York corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), THE TARO DEVELOPMENT CORPORATION, a New York corporation (the “Company”), BARRIE LEVITT (“Levitt”) and DANIEL MOROS (“Moros”).
FORM OF CONTINGENT VALUE RIGHTS AGREEMENTContingent Value Rights Agreement • February 2nd, 2023 • Sun Pharmaceutical Industries LTD • Pharmaceutical preparations • Delaware
THIS CONTINGENT VALUE RIGHTS AGREEMENT, dated as of [●], 2023 (this “Agreement”), is entered into by and between Sun Pharmaceutical Industries Ltd., an entity organized under the laws of India (“Parent”), and Computershare Inc., a Delaware corporation (“Computershare”), and its affiliate Computershare Trust Company, N.A., a federally chartered trust company (together with Computershare, the “Rights Agent”).
Third Joinder Agreement Dated as of November 27, 2013Third Joinder Agreement • November 27th, 2013 • Sun Pharmaceutical Industries LTD • Pharmaceutical preparations
The undersigned hereby agrees to join as a party to that certain Agreement of Joint Filing, dated as of July 2, 2007, among Sun Pharmaceutical Industries Ltd., Sun Pharma Global Inc. and Alkaloida Chemical Company Exclusive Group Ltd., as amended.
SCHEDULE 13D JOINT FILING AGREEMENTJoint Filing Agreement • August 2nd, 2006 • Sun Pharmaceutical Industries LTD • Pharmaceutical preparations
FORM OF VOTING AGREEMENTForm of Voting Agreement • May 30th, 2008 • Sun Pharmaceutical Industries LTD • Pharmaceutical preparations • New York
VOTING AGREEMENT, dated as of May 18, 2007 (this “Agreement”), between SUN PHARMACEUTICAL INDUSTRIES, INC., a Michigan corporation, (the “Parent”), and [_____________][a [____________ corporation] (the “Shareholder”).
AGREEMENT OF MERGERAgreement of Merger • May 30th, 2008 • Sun Pharmaceutical Industries LTD • Pharmaceutical preparations
This Agreement of Merger is made and entered into as of May 18, 2007 by and among Alkaloida Chemical Company Exclusive Group Ltd., (“Parent”), Aditya Acquisition Company Ltd., an Israeli company under the control of Parent (“Merger Sub”), and Taro Pharmaceutical Industries Ltd., an Israeli company (the “Company”). Certain capitalized terms used in this Agreement are defined at Exhibit A hereto.
PRIVATE AND CONFIDENTIAL December 16, 2022 Sun Pharmaceutical Industries Limited SUN HOUSE, 201 B/1 Western Express Highway Goregaon (E) Mumbai 400063Private And • February 2nd, 2023 • Sun Pharmaceutical Industries LTD • Pharmaceutical preparations
This letter agreement (this “Agreement”) is entered into between Concert Pharmaceuticals, Inc. (the “Company”) and Sun Pharmaceutical Industries Limited (“Sun Pharma”) in connection with a possible negotiated acquisition of 100% of the outstanding capital stock of the Company by Sun Pharma (the “Transaction”) on the terms set forth in Sun Pharma’s revised proposal dated December 14, 2022. As an inducement to Sun Pharma’s efforts to enter into a definitive agreement providing for a Transaction, from the date of this letter through the Exclusivity Termination Time (as defined below), the Company agrees that it will not, and it will cause its controlled affiliates and representatives not to, (i) enter into or continue any negotiations with any party other than Sun Pharma and its affiliates (and their respective designees) (a “Third Party”) with respect to a possible acquisition of any capital stock or securities exercisable, convertible or exchangeable therefor (collectively, “Securities”
JOINT FILING AGREEMENTJoint Filing Agreement • November 27th, 2017 • Sun Pharmaceutical Industries LTD • Pharmaceutical preparations
This Joint Filing Agreement, dated as of November 27, 2017, is by and among Dilip S. Shanghvi, Sun Pharmaceutical Industries Ltd., Sun Pharmaceutical Industries, Inc. and Sun Pharma (Netherlands) B.V. (collectively, the “Filers”).
TERMINATION AGREEMENTTermination Agreement • February 8th, 2013 • Sun Pharmaceutical Industries LTD • Pharmaceutical preparations
This TERMINATION AGREEMENT (this “Termination Agreement”) dated as of February 8, 2013 (the “Termination Date”), by and among SUN PHARMACEUTICAL INDUSTRIES LTD., a corporation organized under the laws of India (“Parent”), ALKALOIDA CHEMICAL COMPANY EXCLUSIVE GROUP LTD., a corporation organized under the laws of Hungary and under the control of Parent (“Alkaloida”), ADITYA ACQUISITION COMPANY LTD., an Israeli company under the control of Parent and a direct wholly owned subsidiary of Alkaloida (“Merger Sub”), and TARO PHARMACEUTICAL INDUSTRIES LTD., an Israeli company (the “Company”), with such foregoing entities also referred to hereafter individually as a “Party” or collectively as the “Parties”.
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • June 25th, 2008 • Sun Pharmaceutical Industries LTD • Pharmaceutical preparations • New York
WHEREAS, Alkaloida is a party to that certain Option Letter Agreement, dated as of May 18, 2007 (the “Option Agreement”; capitalized terms used but not defined herein have the meanings given to them in the Option Agreement), by and among Alkaloida, the Taro Development Corporation (“TDC”), a New York company, Barrie Levitt, Tal Levitt, Daniel Moros (together with Barrie Levitt and Tal Levitt, the “Grantors”) and Jacob Levitt, pursuant to which TDC and the Grantors granted Sun the Options;
SCHEDULE 13D JOINT FILING AGREEMENTJoint Filing Agreement • September 18th, 2007 • Sun Pharmaceutical Industries LTD • Pharmaceutical preparations
FORM OF VOTING AGREEMENTForm of Voting Agreement • May 30th, 2008 • Sun Pharmaceutical Industries LTD • Pharmaceutical preparations
VOTING AGREEMENT, dated as of May 18, 2007 (this “Agreement”), between ALKALOIDA CHEMICAL COMPANY EXCLUSIVE GROUP LTD. (the “Parent”), and , (the “Shareholder”).
AMENDMENT NO. 1 TO AGREEMENT OF MERGERAgreement of Merger • May 30th, 2008 • Sun Pharmaceutical Industries LTD • Pharmaceutical preparations
THIS AMENDMENT NO. 1 TO AGREEMENT OF MERGER (this “Amendment”) is made and entered into as of this 23rd day of July, 2007, by and among Alkaloida Chemical Company Exclusive Group Ltd., (“Parent”), Aditya Acquisition Company Ltd., an Israeli company under the control of Parent (“Merger Sub”), and Taro Pharmaceutical Industries Ltd., an Israeli company (the “Company”).
January 17, 2023 Concert Pharmaceuticals, Inc.Sun Pharmaceutical Industries LTD • February 2nd, 2023 • Pharmaceutical preparations
ContractJoint Filing Agreement • December 7th, 2007 • Sun Pharmaceutical Industries LTD • Pharmaceutical preparations
EXHIBIT 1 SCHEDULE 13D JOINT FILING AGREEMENT The undersigned and each other person executing this joint filing agreement (this “Agreement”) agree as follows: (i) The undersigned and each other person executing this Agreement are individually eligible to use the Schedule 13D to which this Exhibit is attached and such Schedule 13D is filed on behalf of the undersigned and each other person executing this Agreement; and (ii) The undersigned and each other person executing this Agreement are responsible for the timely filing of such Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained herein; but none of the undersigned or any other person executing this Agreement is responsible for the completeness or accuracy of the information statement concerning any other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate. This Agreement may be executed, in any n
SHARE PURCHASE AGREEMENTShare Purchase Agreement • May 30th, 2008 • Sun Pharmaceutical Industries LTD • Pharmaceutical preparations
THIS SHARE PURCHASE AGREEMENT (this “Agreement”), is made as of the 18th day of May, 2007, by and among Taro Pharmaceutical Industries Ltd., a company organized under the laws of the State of Israel (the “Company”) and Alkaloida Chemical Company Exclusive Group Ltd. (the “Purchaser”).
CONFIDENTIAL DISCLOSURE AGREEMENT BETWEEN SUN PHARMACEUTICAL INDUSTRIES LTD. AND CONCERT PHARMACEUTICALS, INC.Confidential Disclosure Agreement • February 2nd, 2023 • Sun Pharmaceutical Industries LTD • Pharmaceutical preparations
This Confidential Disclosure Agreement (the “Agreement”) is entered into as of the latest dated signature below (the “Effective Date”) by and between Sun Pharmaceutical Industries Ltd., a company incorporated under the laws of India (CIN: L24230GJ1993PLC019050) having its registered office at SPARC, Tandalja, Baroda – 390 012, Gujarat, India and its corporate office at Sun House, 201 B/1, Western Express Highway, Goregaon (E), Mumbai – 400063, India and Concert Pharmaceuticals, Inc., a company incorporated under the laws of State of Delaware, USA, having its corporate office at 65 Hayden Avenue, Suite 3000N, Lexington, Massachusetts USA 02421 (“Concert”) (each, a “Party” and collectively, the “Parties”).
Lock-up AgreementLock-Up Agreement • November 27th, 2017 • Sun Pharmaceutical Industries LTD • Pharmaceutical preparations • New York
SCHEDULE 13D JOINT FILING AGREEMENTJoint Filing Agreement • July 13th, 2006 • Sun Pharmaceutical Industries LTD • Pharmaceutical preparations
